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。 Microware Group Limited 1985 補充公告 有關認購目標公司股份之須予披露交易 茲提述美高域集團有限公司（「本公司」，連同其附屬公司統稱「本集團」）日期為二零二四 年八月二十九日之公告（「該公告」），內容有關認購目標公司之認購股份。除文義另有所 指外，本公告所用詞彙與該公告所界定者具有相同涵義。 董事會謹此向本公司股東及潛在投資者提供有關(i)該等認購事項代價基準；及(ii)目標公 司財務資料之額外資料。 目標公司估值 誠如該公告所披露，認購事項I及認購事項II項下之代價分別為人民幣35,000,000元及人民 幣15,000,000元，乃訂約方經公平磋商並考慮（其中包括）由獨立合資格估值師編製之估值 報告後釐定及協定。 根據由獨立合資格估值師（「估值師」）根據市場法（「估值」）編製之估值報告（「估值報 告」），於二零二三年十二月三十一日（「基準日」），目標公司全部股東權益之評估 ...

Financial Performance - The total revenue for the fiscal year ending March 31, 2024, was approximately HKD 1,234.3 million, an increase of about HKD 67.5 million or 5.8% compared to the previous year[22]. - The profit and total comprehensive income for the year was approximately HKD 36.2 million, an increase of about HKD 3.1 million or 9.2% from the previous year[22]. - The overall gross profit for the year met expectations, indicating stable financial performance[22]. - Revenue from the IT infrastructure solutions segment was approximately HKD 1,088.8 million, up HKD 54.9 million or 5.3% year-on-year[33]. - Revenue from the IT management services segment was approximately HKD 145.6 million, an increase of HKD 12.7 million or 9.6% compared to the previous year[33]. - Total sales cost for the year was approximately HKD 1,089.4 million, an increase of about HKD 44.1 million or 4.2% year-on-year[34]. - Gross profit for the year was approximately HKD 145.0 million, an increase of about HKD 23.4 million or 19.2% compared to the previous year[35]. - Operating expenses totaled approximately HKD 103.0 million, an increase of about HKD 12.7 million or 14.1% year-on-year[36]. - The company's available reserves for distribution to shareholders as of March 31, 2024, amounted to approximately HKD 46,090,000, a decrease from HKD 75,949,000 in 2023[168]. Market and Business Strategy - The company is actively embracing cutting-edge technologies to meet the growing digital demands of customers, particularly in IT and AI solutions[24]. - The demand for IT and AI solutions is continuously increasing as businesses seek to enhance customer experience and optimize processes[24]. - The company aims to expand its market presence in mainland China and Southeast Asia through acquisitions and partnerships[27]. - The company will continue to optimize operational costs and improve efficiency amid geopolitical tensions and supply chain challenges[26]. - The company plans to enhance AI research and development investments to leverage opportunities in generative AI[26]. - The company will continue to focus on core business and partnerships with major sellers while seeking new market opportunities for sustainable growth[57]. Corporate Governance - The board consists of eight members, including three executive directors, one non-executive director, and four independent non-executive directors[87]. - The board is responsible for setting the overall corporate strategy and development to achieve business objectives[90]. - The company has established appropriate insurance arrangements for directors facing legal actions[93]. - The board aims to hold at least four meetings annually to determine overall strategic direction and approve interim and annual performance[94]. - The company has a commitment to sustainable value creation for shareholders through effective risk management and strategic planning[90]. - The board has established various committees, including the remuneration committee, nomination committee, and audit committee, to oversee different responsibilities[109]. - The company has implemented sufficient checks and balances within its management structure to maintain effective operations despite the combined roles of chairman and CEO[106]. Risk Management - The risk management and internal control systems are designed to manage and reduce risks, providing reasonable assurance against significant misstatements or losses[129]. - The internal audit department operates independently to assess the effectiveness of the company's risk management and control frameworks[131]. - The company utilizes a risk matrix to evaluate the significance of identified risks based on their impact and frequency[132]. - Risk identification procedures are conducted at least annually, with any identified risks reported to management promptly[133]. - The company has taken steps to ensure that risk response measures remain effective and updated regularly[132]. - The board believes that the risk management and internal control systems are adequate and effective for the year[128]. Shareholder Communication and Dividends - The company maintains a shareholder communication policy to ensure timely information disclosure and encourages feedback from shareholders[144]. - The board's report and financial statements for the year have been presented to shareholders, reflecting the company's commitment to transparency[152]. - The board will consider various factors, including financial performance and capital requirements, when deciding on future dividend distributions[150]. - The board of directors decided not to recommend a final dividend for the year, compared to a dividend of HKD 0.025 per share in the previous year[51]. Human Resources and Diversity - The total employee cost, including directors' remuneration, was approximately HKD 121.4 million for the year, up from HKD 108.7 million in the previous year[50]. - As of March 31, 2024, the board diversity by gender is 12% female and 88% male, with one female director and one female employee in senior management[118][122]. - The workforce diversity as of March 31, 2024, is 28% female and 72% male[122]. - The company aims to maintain at least the current level of female representation on the board and is committed to improving gender diversity in senior management roles[119]. Appointments and Changes in Leadership - Wang Guangbo appointed as Executive Director and Chairman of the Board on July 6, 2023, with over 20 years of experience in the IT marketing sector[62]. - Huang Tianlei appointed as Executive Director on September 26, 2023, bringing over 18 years of sales and marketing experience[63]. - Zhang Zhen appointed as Executive Director on January 10, 2024, with a focus on group development strategy and operational planning since 2011[64]. - Lu Jun appointed as Independent Non-Executive Director on July 6, 2023, with extensive experience in management and investment advisory roles[68]. - Dai Bin appointed as Independent Non-Executive Director and Chairman of the Remuneration Committee on November 28, 2023, with over 10 years of experience in dental care sales and marketing[71]. - Xu Jianwen appointed as Independent Non-Executive Director on December 5, 2023, with a strong background in legal, compliance, and risk management in the financial sector[72]. Compliance and Regulatory Matters - The company has established a policy for handling and disclosing inside information, ensuring compliance with regulatory requirements[137]. - The company has implemented monitoring procedures to prevent unauthorized access and use of insider information[137]. - The company has not reported any significant violations of applicable laws and regulations during the year[162]. - The company failed to comply with listing rules regarding the number of independent non-executive directors due to the resignation of Ms. Li, but regained compliance upon Ms. Lan's appointment on February 26, 2024[126].

Financial Performance - The total revenue for the year was approximately HKD 1,234.3 million, an increase of about HKD 67.5 million or 5.8% compared to the previous year[4]. - The profit and total comprehensive income for the year increased by approximately HKD 3.1 million or 9.2% to about HKD 36.2 million from approximately HKD 33.2 million in the previous year[4]. - Basic earnings per share for the year were HKD 0.12, compared to HKD 0.11 in the previous year[4]. - Gross profit for the year was HKD 144.96 million, up from HKD 121.57 million in the previous year[5]. - The pre-tax profit for the year was HKD 43,757,000, an increase from HKD 38,735,000 in the previous year, representing a growth of approximately 5.2%[33]. - The company reported a basic earnings per share of HKD 0.122, up from HKD 0.110 in the previous year, reflecting an increase of about 10.9%[38]. - The net profit attributable to shareholders for the year was HKD 36,228,000, compared to HKD 33,179,000 in the previous year, reflecting an increase of about 9.2%[38]. Dividends - The group decided not to recommend a final dividend for the year to shareholders[4]. - The company declared an interim dividend of HKD 0.02 per share for the fiscal year 2024, down from HKD 0.045 per share in the previous year, reflecting a decrease of approximately 55.6%[37]. - The company has not declared a final dividend for the year, compared to a dividend of HKD 0.025 per share in the previous year[75]. Assets and Liabilities - Current assets totaled HKD 503.25 million, compared to HKD 497.76 million in the previous year[6]. - Current liabilities increased to HKD 331.71 million from HKD 297.88 million in the previous year[6]. - The net asset value decreased to HKD 181.31 million from HKD 212.47 million in the previous year[6]. - Trade receivables from customer contracts increased to HKD 159,381,000, compared to HKD 117,628,000 in the previous year, marking a growth of approximately 35.5%[41]. - The total amount of trade and other receivables, deposits, and prepayments reached HKD 187,842,000, up from HKD 148,146,000, indicating a rise of about 26.7%[41]. - The company’s trade payables increased to HKD 170,455,000 from HKD 165,958,000, showing a slight increase of approximately 0.3%[44]. - The company’s deferred tax liabilities for the year were HKD 7,529,000, compared to HKD 5,559,000 in the previous year, indicating an increase of approximately 35.4%[32]. - Contract liabilities as of March 31, 2024, were HKD 99,020,000, an increase from HKD 87,209,000 in the previous year[10]. Segment Performance - For the fiscal year ending March 31, 2024, the total revenue from the IT infrastructure solutions segment was HKD 1,088,767,000, while the IT management services segment generated HKD 145,567,000, leading to a total revenue of HKD 1,234,334,000[27]. - The segment performance showed a profit of HKD 64,532,000 from the IT infrastructure solutions segment and HKD 14,179,000 from the IT management services segment, resulting in a total segment profit of HKD 78,711,000[27]. - For the fiscal year ending March 31, 2024, total segment revenue reached HKD 1,166,848,000, with IT infrastructure solutions contributing HKD 1,033,933,000 and IT management services contributing HKD 132,915,000[29]. - Revenue from the IT infrastructure solutions segment was approximately HKD 1,088.8 million, up about HKD 54.9 million or 5.3% year-on-year[56]. - The gross profit margin for the IT infrastructure solutions segment was approximately 10.6%, while the IT management services segment had a gross profit margin of about 20.3%[60]. Operational Changes and Strategies - The company plans to establish two wholly-owned subsidiaries in Shanghai, China, with registered capital of RMB 60 million and RMB 10 million, respectively, to advance its AI strategy in the Chinese market[84]. - The company aims to enhance operational efficiency and reduce costs by adopting advanced software and AI technologies[80]. - The company will continue to focus on core business and partnerships with major sellers to minimize future financial risks[82]. - The company anticipates continued challenges in the operating environment in Hong Kong, prompting management to take proactive measures to improve operations and performance[54]. Governance and Compliance - The company has adhered to the corporate governance code throughout the year, except for the separation of the roles of Chairman and CEO, which is currently not implemented[86]. - All directors confirmed full compliance with the standard code for securities trading during the year[87]. - The audit committee, composed of three independent non-executive directors, has reviewed the annual performance and ensured compliance with applicable accounting standards[90]. - The annual performance announcement is available on the Hong Kong Stock Exchange and the company's website, containing all relevant information as per listing rules[92]. Accounting Standards - The group has adopted new Hong Kong Financial Reporting Standards, which did not have a significant impact on the financial position or performance for the year[12]. - The application of the revised Hong Kong Accounting Standards did not have a significant impact on the group's financial position and performance[16]. - The group has not adopted any new accounting standards that have been issued but are not yet effective, indicating no expected significant impact on the consolidated financial statements in the foreseeable future[23]. - The group has implemented changes in accounting policies due to the cancellation of the offsetting mechanism for mandatory provident fund contributions and long service payments, effective from May 1, 2025[19]. - The group has recognized cumulative adjustments related to service costs and interest expenses for the year ending December 31, 2022, due to changes in long service payment obligations[20]. - The group’s financial statements reflect the impact of the new accounting guidelines issued by the Hong Kong Institute of Certified Public Accountants regarding long service payment obligations[19]. Employee Costs - Total employee costs for the year amounted to HKD 121,431,000, an increase from HKD 108,663,000 in the previous year, representing a growth of about 11.7%[35]. - The total employee costs, including directors' remuneration, amounted to approximately HKD 121.4 million, an increase from HKD 108.7 million in the previous year[73]. Capital Expenditure and Borrowings - The total capital expenditure for the year was approximately HKD 0.2 million, significantly lower than HKD 2.5 million in the previous year[67]. - As of March 31, 2024, the group's total bank borrowings amounted to approximately HKD 11 million, with an interest rate of 6.69% per annum[63]. - The group's net current assets as of March 31, 2024, were approximately HKD 171.5 million, down from HKD 199.9 million as of March 31, 2023[65]. - The group's cash and cash equivalents were approximately HKD 159.8 million as of March 31, 2024, compared to HKD 248.3 million as of March 31, 2023[65]. - As of March 31, 2024, the leverage ratio was 6.17%, calculated based on interest-bearing bank loans divided by total equity[68]. Share Transactions - The company has engaged in significant share transactions, resulting in changes in major shareholders[8][9]. - The company repurchased 27,258,000 ordinary shares at an average price of HKD 1.10 per share, totaling approximately HKD 29,892,000[51].

Financial Performance - Total revenue for the six months ended September 30, 2023, was approximately HKD 498.6 million, a decrease of about HKD 70.4 million or 12.4% compared to HKD 569.0 million for the same period last year[7]. - Gross profit for the period was approximately HKD 56.9 million, down by about HKD 1.8 million or 3.0% from HKD 58.7 million in the previous period[12]. - Profit for the period was approximately HKD 11.5 million, a decrease of about HKD 4.8 million or 29.4% compared to HKD 16.3 million in the previous period[14]. - Revenue from IT infrastructure solutions decreased to approximately HKD 425.5 million, down by about HKD 79.2 million or 15.7% from HKD 504.7 million in the previous period[9]. - Revenue from IT management services increased to approximately HKD 73.1 million, an increase of about HKD 8.8 million or 13.6% compared to HKD 64.3 million in the previous period[9]. - Basic earnings per share decreased to HKD 0.04 from HKD 0.05, reflecting a 20% drop[51]. - The company reported a net profit of HKD 11,529,000 for the six months ended September 30, 2023, a decline of 29.2% from HKD 16,324,000 in the previous year[51]. - The company reported a net profit of HKD 11,529,000 for the six months ended September 30, 2023, compared to HKD 16,324,000 for the same period in 2022, reflecting a decline of 29.25%[82]. Costs and Expenses - Total sales costs for the period were approximately HKD 441.6 million, a decrease of about HKD 68.6 million or 13.5% from HKD 510.3 million in the previous period[10]. - Operating expenses totaled approximately HKD 44.3 million, a decrease of about HKD 0.8 million or 1.8% from HKD 45.2 million in the previous period[13]. - Total costs of goods sold for the period were HKD 382,186,000, a decrease from HKD 456,450,000 in the previous year, representing a reduction of 16.25%[80]. - The company incurred administrative expenses of HKD 14,936,000, slightly up from HKD 15,462,000 in the previous year[74]. - The company’s financing costs decreased to HKD 266,000 from HKD 374,000 in the previous year, indicating a reduction of 29.05%[74]. Cash Flow and Liquidity - Cash and cash equivalents as of September 30, 2023, were approximately HKD 120.2 million, down from HKD 248.3 million as of March 31, 2023[16]. - The net cash used in operating activities was HKD (103,888,000) for the six months ended September 30, 2023, compared to HKD (82,143,000) in the same period of 2022, indicating a worsening cash flow situation[60]. - The cash and cash equivalents decreased by HKD 133,369,000, ending at HKD 114,903,000 as of September 30, 2023, compared to HKD 118,254,000 at the end of the same period in 2022[60]. - Current liabilities decreased to HKD 216,685,000 from HKD 297,879,000, indicating improved liquidity[54]. Shareholder Information - The company declared an interim dividend of HKD 0.02 per share, totaling HKD 6.0 million, compared to HKD 0.045 per share in the previous period[25]. - Major shareholders include Weiye Holdings with 14.2% and Microware International with 12.8% of the shares[45]. - The company has a total of 300,000,000 shares issued as of September 30, 2023[45]. Employee and Operational Metrics - As of September 30, 2023, the company had 246 employees, a decrease from 252 employees a year earlier, with total employee costs approximately HKD 53.6 million[24]. - The company has not issued any stock options under the stock option plan since its adoption[39]. - The company did not hold any significant investments during the period[27]. - There were no major acquisitions or disposals related to subsidiaries, associates, or joint ventures during the period[28]. Future Outlook and Strategy - The company anticipates that the rebound in business will manifest in the second half of the year as international borders reopen and supply chains recover[30]. - The company plans to focus on its competitive advantages in the industry and provide specific solutions to meet customer needs[30]. - The company will continue to diversify and expand its expertise to enhance service offerings across different business sectors[30]. Financial Position - Total assets as of September 30, 2023, were HKD 402,881,000, down from HKD 497,755,000 as of March 31, 2023[54]. - The company's net asset value was HKD 192,500,000 as of September 30, 2023, down from HKD 212,471,000 at the end of the previous reporting period[54]. - The company’s total equity as of September 30, 2023, was HKD 192,500,000, down from HKD 210,796,000 a year earlier[57]. - The company’s total liabilities decreased from HKD 210,796,000 as of September 30, 2022, to HKD 192,500,000 as of September 30, 2023[57]. Risk Management - The company has established foreign currency forward contracts to manage currency risk, with nominal amounts of USD 500,000 and USD 1,000,000 for various contracts[90]. - The fair value of derivative financial instruments as of September 30, 2023, was HKD 98,000,000, down from HKD 177,000,000 as of March 31, 2023[98]. - The company conducts credit reviews before accepting new customers to assess credit quality and define credit limits[84]. - The company has a policy of granting credit terms of 7 to 90 days to its customers[84]. - The aging analysis of trade receivables shows that amounts overdue by 31 to 60 days increased to HKD 44,130,000 from HKD 23,488,000, a significant increase of 88%[85].

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。 Microware Group Limited 美高域集團有限公司 (於開曼群島註冊成立的有限公司) (股份代號:1985) 截至二零二三年九月三十日止六個月 中期業績公告 摘要 • 本集團於本期間的總收益約為498.6百萬港元,較上一期間約569.0百萬港元 減少約70.4百萬港元或12.4%。 • 本集團於本期間的溢利及全面收益總額約為11.5百萬港元,較上一期間約 16.3百萬港元減少約4.8百萬港元或29.4%。有關減少乃由於本期間並無獲得 香港政府實施的「保就業」計劃所提供的政府補貼(上一期間:5.9百萬港元) 所致。撇除政府補貼產生的影響後,本集團溢利及全面收益總額維持穩定。 • 本期間每股基本盈利為0.04港元,而上一期間為0.05港元。 • 董事會已宣派本期間中期股息每股0.02港元(上一期間:0.045港元)。 – 1 – 中期業績 美高域集團有限公司(「本公司」)董事(「董事」及各為 ...

Financial Performance - Total revenue for the fiscal year 2023 was approximately HKD 1,166.8 million, an increase of about HKD 17.8 million or 1.5% compared to the previous fiscal year[15]. - Profit and total comprehensive income for the fiscal year 2023 amounted to approximately HKD 33.2 million, an increase of about HKD 1.2 million or 3.8% from the previous year[15]. - Revenue from the IT infrastructure solutions segment was approximately HKD 1,033.9 million, up about HKD 7.7 million or 0.8% year-on-year[25]. - Revenue from the IT management services segment was approximately HKD 132.9 million, an increase of about HKD 10.1 million or 8.2% compared to the previous year[25]. - The total cost of sales for the year was approximately HKD 1,045.3 million, an increase of about HKD 29.0 million or 2.9% year-on-year[26]. - Gross profit for the year was approximately HKD 121.6 million, a decrease of about HKD 11.0 million or 8.3% compared to the previous year[27]. - The operating expenses for the year decreased to approximately HKD 90.3 million, down about HKD 2.3 million or 2.5% from the previous year[28]. - As of March 31, 2023, the company had no borrowings, compared to HKD 9.0 million in borrowings the previous year[32]. - The cash and cash equivalents as of March 31, 2023, were approximately HKD 248.3 million, an increase from HKD 232.2 million the previous year[33]. - Total employee costs, including directors' remuneration, amounted to approximately HKD 108.7 million, compared to HKD 111.1 million in the previous year[41]. - The distributable reserves available to shareholders amounted to approximately HKD 75.949 million, an increase from HKD 75.270 million in 2022[160]. Business Strategy and Operations - The company plans to continue exploring the potential applications of AI technology in its business model and solution offerings, particularly in optimizing customer workflows and enhancing productivity[17]. - The company aims to improve resource allocation to overcome external uncertainties in the market, focusing on its four core pillars of business solutions[18]. - The company has completed internal restructuring to integrate its service teams and streamline workflows[18]. - The demand for IT solutions is expected to increase as businesses continue to seek suitable solutions to enhance flexibility, mobility, and efficiency[16]. - The company will actively explore opportunities to incorporate new technologies into its solutions and convert them into revenue sources when the timing is right[17]. - The group plans to focus on its core business and expand its service offerings through partnerships with key suppliers[47]. - The company has participated in various end-user events to promote its latest IT solutions across different industries[8]. Human Resources and Talent Management - The company is committed to providing employee training and diversifying recruitment strategies to retain existing talent amid competitive pressures for high-end talent[18]. - The group continues to face challenges due to a shortage of IT talent and rising labor costs, alongside inflation uncertainties in Hong Kong[47]. - The group has a total of 240 employees as of March 31, 2023, down from 253 employees the previous year[41]. - The company aims to maintain at least the current number of female directors and is committed to improving gender diversity in senior management roles[106]. - The workforce diversity as of March 31, 2023, was 69.5% male and 30.5% female employees[107]. Corporate Governance - The company emphasizes good corporate governance practices, focusing on accountability, transparency, independence, responsibility, and fairness[66]. - The board consists of eight members, including four executive directors, one non-executive director, and three independent non-executive directors[70]. - The management team is led by the CEO, who is responsible for executing the strategies set by the board[72]. - The company has adopted the standard code for securities trading by directors as per the listing rules[68]. - The board plans to hold at least four meetings annually to determine overall strategic direction and approve interim and annual results[76]. - The independent non-executive directors bring diverse experience from various sectors, enhancing the board's effectiveness[70]. - The audit committee has been established to oversee the company's financial reporting and compliance[73]. - The company has a strong focus on risk management and long-term value creation for shareholders[72]. - All independent non-executive directors have confirmed their independence according to the listing rules, ensuring the protection of shareholder interests[86]. - The board has established mechanisms to ensure independent viewpoints are obtained, with at least three independent non-executive directors required to be present at all times[88]. - Continuous professional development programs are provided for all directors to enhance their knowledge and skills, ensuring compliance with corporate governance practices[83]. - The board is responsible for leading and controlling the company, overseeing business strategies and ensuring successful operations[93]. Risk Management - The company has a structured process for shareholders to request special meetings, requiring at least 10% of the voting shares[127]. - The board has reviewed the effectiveness of the risk management and internal control systems, finding them sufficient and effective for the year[120]. - The internal audit department is responsible for providing independent confirmation of the effectiveness of the company's risk management and governance procedures[117]. - The company utilizes a risk matrix to assess the significance of identified risks based on their impact, frequency, and likelihood[118]. - Identified risks are evaluated at least annually, with timely reporting of any risk events to management[119]. - The company has allocated resources to enhance its internal control systems and will continue to improve them[120]. - The company has identified key risks including reliance on qualified employees and potential cost overruns in IT infrastructure service contracts[155]. Shareholder Communication and Dividends - The board declared a special dividend of HKD 0.08 per share for 2023, compared to HKD 0.00 per share in the previous year[42]. - The board proposed a final dividend of HKD 0.025 per share for 2023, down from HKD 0.06 per share in the previous year[42]. - The company emphasizes open communication with shareholders and regularly reviews its shareholder communication policy[131]. - The board's report and financial statements for the year are presented to shareholders, highlighting the company's performance and future outlook[140]. - The company has adopted a dividend policy that considers financial performance, shareholder equity, and capital requirements among other factors[137]. Environmental, Social, and Governance (ESG) - The company is committed to environmental, social, and governance (ESG) practices, ensuring compliance with relevant regulations[150]. - The company has made amendments to its articles to allow for electronic or hybrid meetings for shareholder gatherings[135]. - The company's charitable donations for the fiscal year amounted to HKD 2.2 million[198]. Related Party Transactions - The total rent paid by the company to Mr. Yang under the residential lease agreement amounted to HKD 960,000 for the fiscal year ending March 31, 2023[194]. - The total rent paid by the company to Microware Properties under the office lease agreement was HKD 6,427,080 for the fiscal year ending March 31, 2023[194]. - All related party transactions have complied with the disclosure requirements under the Listing Rules Chapter 14A[194].

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。 Microware Group Limited 美高域集團有限公司 (於開曼群島註冊成立的有限公司) (股份代號:1985) 截至二零二三年三月三十一日止年度 年度業績公告 及 暫停辦理股份過戶登記 摘要 • 本集團於本年度的總收益約為1,166.8百萬港元,較上一年度約1,149.0百萬 港元增加約17.8百萬港元或1.5%。 • 本集團本年度溢利及全面收入總額由上一年度約32.0百萬港元增加約1.2百 萬港元或3.8%至約33.2百萬港元。該增加乃由於本年度自香港政府推出的 「保就業」計劃收取的政府補貼約5.9百萬港元。 • 本年度的每股基本盈利為0.11港元,而上一年度則為0.11港元。 • 於二零二三年六月十九日,董事會決議宣派每股特別股息0.08港元。 • 董事會建議派付本年度末期股息每股0.025港元,惟須待股東於股東週年大 會上批准方可作實。 年度業績 美高域集團有限公司(「本公司」)董事 ...

Revenue and Profitability - Total revenue for the six months ended September 30, 2022, was approximately HKD 569.0 million, an increase of about HKD 27.7 million or 5.1% compared to the previous period[6]. - Revenue from the IT infrastructure solutions segment was approximately HKD 504.7 million, up about HKD 23.5 million or 4.9% from the previous period[8]. - The company reported revenue of HKD 568,984,000 for the six months ended September 30, 2022, an increase from HKD 541,345,000 in the same period last year, representing a growth of approximately 5.4%[66]. - The company achieved a profit before tax of HKD 18,579,000, up from HKD 15,575,000, reflecting an increase of approximately 19.3%[66]. - The net profit for the period was HKD 16,324,000, compared to HKD 12,851,000 in the previous year, marking a growth of around 27.5%[66]. - Basic earnings per share increased to HKD 0.05 from HKD 0.04, representing a rise of 25%[66]. Expenses and Costs - The gross profit decreased by approximately HKD 0.9 million or 1.5% to about HKD 58.7 million due to increased sales costs in IT infrastructure solutions and management services[10]. - Operating expenses increased by approximately HKD 2.3 million or 5.4% to about HKD 45.2 million, driven by higher sales and distribution expenses[13]. - The cost of goods sold for the period was HKD 456,450,000, compared to HKD 435,383,000 in the prior year, reflecting an increase in operational costs[108]. - Depreciation expenses for property, plant, and equipment amounted to HKD 6,824,000, an increase from HKD 5,098,000 in the previous year[108]. - The company incurred financing costs of HKD 374,000, which is an increase from HKD 211,000 in the previous year, reflecting higher borrowing costs[99]. Cash Flow and Financial Position - Cash and cash equivalents were approximately HKD 123.4 million as of September 30, 2022, down from approximately HKD 237.3 million as of March 31, 2022[16]. - The net cash used in operating activities for the six months ended September 30, 2022, was HKD (82,143) thousand, compared to HKD (63,084) thousand for the same period in 2021, indicating a decline of 30.2%[75]. - The company incurred a net cash outflow from financing activities of HKD (32,624) thousand for the six months ended September 30, 2022, compared to HKD (29,171) thousand for the same period in 2021, an increase of 8.4%[75]. - The total assets amounted to HKD 424,248 thousand, compared to HKD 522,527 thousand as of March 31, 2022, reflecting a decrease of approximately 18.8%[70]. - The company reported a total equity of HKD 209,120 thousand as of September 30, 2022, down from HKD 210,796 thousand as of March 31, 2022, representing a decrease of 0.8%[70]. Dividends and Shareholder Information - The group declared an interim dividend of HKD 0.045 per share, totaling HKD 13.5 million, an increase from HKD 0.04 per share in the previous period[27]. - The company declared a final dividend of HKD 0.06 per share for the year ended March 31, 2022, totaling HKD 18 million, compared to HKD 30 million in the previous year[109]. - As of September 30, 2022, the company had a total of 300,000,000 shares issued[51]. - Major shareholder Yang Chunqing holds a controlled corporation interest of 164,804,000 shares, representing 54.9% of the company[51]. Investments and Future Plans - The group has no significant investments or acquisitions during the period, and no future plans for major investments or capital assets as of September 30, 2022[33]. - The group anticipates full utilization of funds for upgrading IT management systems by December 31, 2023, with HKD 0.3 million already used[36]. - The group expects to fully utilize funds for enhancing capabilities in handling large contracts by December 31, 2024, with HKD 16.9 million already allocated[36]. - The company plans to continue expanding its Information Technology and Infrastructure Solutions services to capture more market share in the upcoming periods[99]. Employee and Management Costs - Total employee costs, including directors' remuneration, amounted to HKD 53.5 million, up from HKD 52.4 million in the previous period[26]. - The total compensation for executive directors and key management personnel for the six months ended September 30, 2022, was HKD 5,337,000, a decrease of 5.2% from HKD 5,630,000 in the same period of 2021[133]. Risk Management and Compliance - The audit committee reviewed the interim results and found no objections to the accounting policies adopted by the company[62]. - The company has established foreign currency forward contracts to manage currency risk, with nominal amounts of USD 600,000 and USD 1,200,000 as of September 30, 2022[125].

Financial Performance - Total revenue for the period was approximately HKD 541.3 million, a decrease of about HKD 36.2 million or 6.3% compared to the previous period[10] - Revenue from the IT infrastructure solutions segment was approximately HKD 481.2 million, down HKD 36.0 million or 7.0% from the previous period[10] - Gross profit decreased by approximately HKD 11.7 million or 16.4% to HKD 59.7 million, primarily due to reduced sales in IT infrastructure solutions and management services[12] - Profit for the period decreased by approximately HKD 8.8 million or 40.6% to HKD 12.9 million[15] - The company reported a pre-tax profit of HKD 15,575,000, down 37.0% from HKD 24,662,000 in the prior year[63] - The net profit attributable to the company's owners was HKD 12,843,000, a decline of 41.0% from HKD 21,780,000 in the previous year[63] - Total comprehensive income for the period was HKD 12,851,000, a decrease of 40.7% compared to HKD 21,615,000 in the previous year[63] - The profit for the six months ended September 30, 2021, was HKD 12,843,000, a decrease of 41% compared to HKD 21,780,000 for the same period in 2020[104] Expenses and Costs - Operating expenses totaled approximately HKD 42.9 million, a decrease of about HKD 1.3 million or 3.1% from the previous period[14] - Total employee costs, including directors' remuneration, amounted to approximately HKD 52.4 million, compared to HKD 51.0 million in the previous period[27] - The company incurred administrative expenses of HKD 14,318,000 during the reporting period, which contributed to the decrease in pre-tax profit[88] - Depreciation expenses for the six months ended September 30, 2021, amounted to HKD 5,098,000, compared to HKD 4,976,000 for the same period in 2020[98] - The cost of inventory recognized as an expense was HKD 435,383,000, down 5.9% from HKD 462,721,000 in 2020[102] Assets and Liabilities - The group recorded net current assets of approximately HKD 194.0 million, down from HKD 209.7 million in the previous period[17] - Cash and cash equivalents were approximately HKD 140.2 million, a decrease from HKD 234.8 million in the previous period[17] - As of September 30, 2021, total assets decreased to HKD 421,012 thousand from HKD 474,730 thousand, representing a decline of approximately 11.3%[65] - The company reported a total equity of HKD 203,671 thousand as of September 30, 2021, down from HKD 220,820 thousand as of March 31, 2021, indicating a decrease of about 7.8%[68] - The company’s total liabilities decreased to HKD 227,040 thousand from HKD 265,027 thousand, a reduction of about 15.3%[65] - The retained earnings as of September 30, 2021, were HKD 55,502 thousand, down from HKD 72,659 thousand as of March 31, 2021, indicating a decrease of approximately 23.6%[68] Shareholder Information - The interim dividend declared is HKD 0.04 per share, totaling HKD 12 million, down from HKD 0.05 per share in the previous period[28] - The company declared an interim dividend of HKD 0.04 per share, totaling HKD 12,000,000, compared to HKD 15,000,000 for the same period in 2020[103] - As of September 30, 2021, the company had issued 300,000,000 shares, with major shareholder Yang Chunqing holding 54.9% through Microware International Holdings Limited[49][50] Employee and Management - The group has a total of 254 employees as of September 30, 2021, down from 281 employees the previous year[27] - The total short-term benefits for executive directors and key management personnel increased to HKD 5,529, up from HKD 4,758 in the previous year[124] Future Plans and Strategies - The group aims to explore future business opportunities and expand into new markets while maintaining optimal capital and debt structures to minimize financial risks[38] - The group plans to utilize the remaining unutilized proceeds for upgrading IT management systems and enhancing capabilities for large contracts by December 31, 2022[36] - The group has not made any significant acquisitions or disposals during the period, nor does it have future plans for major investments or capital assets as of September 30, 2021[32] Market Performance - Revenue from public sector clients, including the Hong Kong government and educational institutions, totaled HKD 277,716,000, which is 51.3% of total revenue for the period[84] - The total revenue from private sector clients was HKD 263,629,000, representing 48.7% of total revenue for the period[84] - Revenue from the procurement of hardware and software was HKD 479,617,000, accounting for 88.7% of total revenue for the six months ended September 30, 2021[80] Cash Flow - The net cash used in operating activities for the six months ended September 30, 2021, was HKD (63,084) thousand, compared to HKD 11,343 thousand for the same period in 2020[71] - The company incurred a net cash outflow from financing activities of HKD (29,171) thousand for the six months ended September 30, 2021, compared to HKD (48,719) thousand in the previous year[71] - The cash and cash equivalents at the end of the period were HKD 140,180 thousand, down from HKD 182,847 thousand at the end of the previous year[71] Credit and Receivables - The total trade and other receivables amounted to HKD 193,875,000, an increase of 24.9% from HKD 155,342,000 as of March 31, 2021[108] - The company has established credit reviews for potential customers to assess credit quality and define credit limits[109] - The company has no impairment loss provisions for trade and other receivables during the reporting period, consistent with the previous year[108]

H MICROWARE Microware Group Limited 美高域集團有限公司 (於開曼群島註冊成立的有限公司) 股份代號 : 1985 年 報 目錄 公司資料 2 年度要事 3 主席報告書 6 管理層討論及分析 8 董事及高級管理層履歷 12 企業管治報告 15 董事會報告 26 環境、社會及管治報告 40 獨立核數師報告 66 綜合損益及其他全面收益表 71 綜合財務狀況表 72 綜合權益變動表 73 綜合現金流量表 74 綜合財務報表附註 76 財務摘要 132 01 美高域集團有限公司 公司資料 | --- | --- | --- | |-----------------------------------------------------------------------------|-------|----------------------------------------------------------------| | | | | | 董事會 | | 註冊辦事處 | | 執行董事 | | Conyers Trust Company (Cayman) Limited | ...