銀盛數惠數字有限公司 （於開曼群島註冊成立的有限公司） （股份代號：3773） 於二零二五年六月二十日舉行的 股東週年大會投票結果 茲提述銀盛數惠數字有限公司（「本公司」）日期為二零二五年五月二十日的通函 （「通函」）及本公司日期為二零二五年五月二十日的股東週年大會（「股東週年大 會」）通告（「股東週年大會通告」）。除文義另有所指外，本公告所用詞彙與通函所 界定者具有相同涵義。 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。 Yinsheng Digifavor Company Limited 董事會欣然宣佈，於股東週年大會通告所載的所有建議決議案已於股東週年大會 上獲股東以投票表決方式正式通過為普通決議案。有關股東週年大會上審議的決 議案詳情，股東應參閱股東週年大會通告。投票結果如下： | | 普通決議案 | 票數(%) | | | --- | --- | --- | --- | | | | 贊成 | 反對 | | 1. | 省覽、考慮及採納本公司 ...

此乃要件 請即處理 閣下如對本通函各方面或應採取的行動有任何疑問，應諮詢 閣下的持牌證券商或註冊證券機構、銀行經 理、律師、專業會計師或其他專業顧問。 閣下如已售出或轉讓名下所有銀盛數惠數字有限公司的股份，應立即將本通函連同隨附的代表委任表格交 予買主或承讓人或經手買賣或轉讓的持牌證券商或註冊證券機構或其他代理商，以便轉交買主或承讓人。 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的任 何損失承擔任何責任。 Yinsheng Digifavor Company Limited 銀盛數惠數字有限公司 （於開曼群島註冊成立的有限公司） （股份代號：3773） 建議 (1)授出發行新股份（包括出售或轉讓庫存股份） 及購回股份的一般授權； (2)重選退任董事； 及 (3)股東週年大會通告 銀盛數惠數字有限公司謹訂於二零二五年六月二十日（星期五）上午十時三十分假座中國深圳市南山區苑 大道1001號南山智園C2棟13樓一號會議室實體舉行股東週年大會，召開股東週年大會的通告載於本通函 第 ...

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份內容而產生或因倚賴該等內容而引致的任 何損失承擔任何責任。 Yinsheng Digifavor Company Limited 銀盛數惠數字有限公司 （於開曼群島註冊成立的有限公司） （股份代號：3773） 股東週年大會通告 茲通告銀盛數惠數字有限公司（「本公司」）謹訂於二零二五年六月二十日（星期 五）上午十時三十分假座中國深圳市南山區苑大道1001號南山智園C2棟13樓一號會議 室實體舉行二零二五年股東週年大會（「股東週年大會」），藉以處理下列事項： 普通決議案 – 1 – 1. 省覽、考慮及採納本公司及其附屬公司截至二零二四年十二月三十一日止 年度的經審核綜合財務報表及本公司董事（「董事」）會報告及本公司核數師 報告。 2. (a) 重選周金黃博士為執行董事； (b) 重選關恒先生為執行董事； (c) 重選張鳴群先生為獨立非執行董事； (d) 重選項婷女士為獨立非執行董事；及 (e) 授權董事會（「董事會」）釐定董事酬金。 3. 續聘大華馬施雲會計師事務所 ...

銀盛數惠數字有限公司 Yinsheng Digifavor Company Limited 執行董事 周金黃博士 （主席） 關恒先生 （行政總裁） 黃俊謀先生 （榮譽主席） 非執行董事 范衛國先生 喻子達先生 獨立非執行董事 張鳴群先生 李耀博士 項婷女士 （於開曼群島註冊成立的有限公司） （股份代號：3773） 董事名單與其角色和職能 銀盛數惠數字有限公司董事會（「董事會」）成員載列如下。 董事會已設立三個委員會，即審核委員會、提名委員會以及薪酬委員會。下表提 供各董事會成員在這些委員會中所擔任的職位。 | | 委員會 | 審核委員會 | 提名委員會 | 薪酬委員會 | | --- | --- | --- | --- | --- | | 董事 | | | | | | 黃俊謀先生 | | | M | M | | 張鳴群先生 | | M | | C | | 李耀博士 | | M | C | | | 項婷女士 | | C | M | M | 附註： C 有關董事委員會的主席 M 有關董事委員會的成員 二零二五年五月十二日 ...

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。 Yinsheng Digifavor Company Limited 銀盛數惠數字有限公司 （於開曼群島註冊成立的有限公司） （股份代號：3773） 及 (3) 董事會轄下委員會組成變動 獨立非執行董事辭任 銀盛數惠數字有限公司（「本公司」，連同其附屬公司統稱為「本集團」）的董事 （「董事」）會（「董事會」）謹此宣佈，鄒國英女士（「鄒女士」）因其健康狀況已辭任 獨立非執行董事，自二零二五年五月十二日起生效，於其辭任後，鄒女士不再擔 任董事會轄下審核委員會（「審核委員會」）主席以及董事會轄下提名委員會（「提名 委員會」）成員及董事會轄下薪酬委員會（「薪酬委員會」）成員。 鄒女士已確認，其與董事會並無意見分歧。此外，亦無有關其辭任的其他事宜須 敦請本公司股東（「股東」）或香港聯合交易所有限公司垂注。 董事會對於鄒女士在其任期內為本公司作出的貢獻，致以衷心感謝。 委任獨立非執行董事 董事會欣然宣佈，項婷女士（ ...

Financial Performance - For the year ended December 31, 2024, the Group's revenue was approximately RMB128.6 million, an increase of approximately 41.3% compared to RMB91.0 million for the year ended December 31, 2023[19]. - Gross profit for the year ended December 31, 2024, was approximately RMB102.1 million, reflecting an increase of approximately 38.3% from RMB73.8 million for the year ended December 31, 2023[19]. - Profit attributable to owners of the Company for the year ended December 31, 2024, was approximately RMB31.9 million, a significant increase of approximately 94.5% compared to RMB16.4 million for the year ended December 31, 2023[19]. - The digital marketing services business achieved revenue of approximately RMB 24.1 million in 2024, a significant increase from approximately RMB 6.6 million in the same period in 2023, accounting for approximately 18.7% of the Group's total revenue[25][36]. - Revenue from mobile charges and mobile data usage top-up services increased from approximately RMB 84.4 million for the year ended December 31, 2023, to approximately RMB 104.5 million for the year ended December 31, 2024[24][27]. - Cost of revenue increased by approximately 42.4% to approximately RMB 23.5 million for the year ended December 31, 2024, from approximately RMB 16.5 million for the year ended December 31, 2023[37][39]. - Distribution and selling expenses rose by approximately 65.0% to approximately RMB 16.5 million for the year ended December 31, 2024, compared to approximately RMB 10.0 million for the year ended December 31, 2023[42]. - Other income (net) decreased by approximately 1.4% to approximately RMB 7.1 million for the year ended December 31, 2024, from approximately RMB 7.2 million for the year ended December 31, 2023[41]. - The overall gross profit margin slightly decreased to approximately 79.4% for the year ended December 31, 2024, from approximately 81.1% for the year ended December 31, 2023[40]. - Research and development expenses rose by approximately 58.2% to approximately RMB12.5 million for the year ended 31 December 2024, up from approximately RMB7.9 million for the year ended 31 December 2023[49]. - Finance costs increased by approximately 45.5% to approximately RMB3.2 million for the year ended December 31, 2024, compared to approximately RMB2.2 million for the year ended December 31, 2023[50]. Operational Efficiency and Strategy - The management optimized the cost structure and adopted more precise marketing strategies, contributing to the increase in overall gross profit[19]. - The transaction amount of digital marketing services increased significantly compared to the previous year, driving revenue growth[19]. - The Group continues to solidify its strengths in core business and deploy diversified digital equity business to drive revenue growth[18]. - The Group is implementing measures to enhance operational efficiency and maintain profitability amid a complex market environment[18]. - The overall macroeconomic recovery was slower than expected, yet the digital marketing services business showed strong growth[18]. - The Group's strategy includes reducing costs and enhancing efficiency to cope with market volatility[18]. - The Group expects the proportion of new businesses to continue increasing in the coming years as new customer projects are launched in 2025[26]. - The launch of the DeepSeek model in January 2025 is anticipated to enhance AI application popularity and drive business growth through strengthened technical solution capabilities[29][31]. Cash Flow and Financial Position - Net cash used in operating activities was approximately RMB123.7 million for the year ended December 31, 2024, compared to net cash from operating activities of approximately RMB117.1 million for the year ended December 31, 2023[62]. - As at 31 December 2024, cash and cash equivalents were approximately RMB50.8 million, down from approximately RMB89.8 million as at 31 December 2023[59]. - Total borrowings increased to approximately RMB122.0 million as at 31 December 2024, compared to approximately RMB30.0 million as at 31 December 2023[63]. - The current ratio was approximately 2.3 as at 31 December 2024, down from approximately 3.3 as at 31 December 2023[59]. - Net current assets increased to approximately RMB313.6 million as at 31 December 2024, compared to approximately RMB281.6 million as at 31 December 2023[59]. - Trade receivables from mobile top-up service decreased from approximately RMB132.8 million for the year ended 31 December 2023 to approximately RMB113.8 million for the year ended 31 December 2024, a decrease of about 14.3%[67]. - Trade receivables turnover days increased to 5.96 days for the year ended 31 December 2024 from 5.77 days for the year ended 31 December 2023[68]. - The amount of impairment loss recognized for trade receivables increased from approximately RMB66,000 for the year ended 31 December 2023 to approximately RMB1.3 million for the year ended 31 December 2024[69]. - The gearing ratio increased to approximately 39.5% as at 31 December 2024 from approximately 10.7% as at 31 December 2023 due to increased borrowings[74]. - Capital expenditures remained stable at approximately RMB1.5 million for the years ended 31 December 2023 and 2024[75]. - The Group did not have any significant capital commitments or material investments as at 31 December 2024[83][89]. Human Resources and Corporate Governance - The Group had a total of 156 full-time employees as of December 31, 2024, an increase from 124 employees as of December 31, 2023[98]. - Total staff costs, including Directors' remuneration, were approximately RMB 51.8 million for the year ended December 31, 2024, compared to approximately RMB 36.6 million for the year ended December 31, 2023, representing an increase of 41.5%[98]. - The Directors did not recommend the payment or declaration of a final dividend for the year ended December 31, 2024, consistent with the previous year[97]. - The Group emphasizes competitive remuneration and has been actively recruiting and promoting employees based on merit and development potential[98]. - Training opportunities are provided to employees to enhance their qualifications and equip them with necessary skills[98]. - The Group's strategic planning and management are overseen by its honorary chairman, who has over 18 years of experience in information technology-related industries[107]. - The Group's executive team includes individuals with extensive backgrounds in telecommunications and finance, contributing to its strategic direction[101][102]. - The Group has been focusing on performance-based remuneration packages, including share options for eligible participants[98]. - The Group's management believes that employees are one of its most important assets, highlighting the importance of human capital in its operations[98]. Board and Governance Structure - The Company has complied with all applicable code provisions of the Corporate Governance Code for the year ended December 31, 2024[136]. - The Board emphasizes the importance of good corporate governance to safeguard shareholder interests and enhance accountability[135]. - All directors confirmed compliance with the Model Code for Securities Transactions during the year ended December 31, 2024[137]. - The Board currently comprises eight Directors, including three executive Directors, two non-executive Directors, and three independent non-executive Directors[143]. - The roles of Chairman and Chief Executive Officer are separated, with Mr. Zhou Jinhuang as Chairman and Mr. Guan Heng as CEO, ensuring clear division of responsibilities[148]. - The Company has complied with the Listing Rules regarding the appointment of independent non-executive Directors, maintaining at least three such Directors on the Board[153]. - The Board is responsible for the leadership and control of the Company, overseeing strategic decisions and performance, while delegating day-to-day management to the CEO and senior management[155]. - The Company adheres to high standards of corporate governance, continuously optimizing its governance structure to enhance its governance level[140]. - The Company actively fulfills its social responsibilities, aiming for high-quality and sustainable development to create value for shareholders, customers, employees, and society[142]. - The Board has established various committees to delegate responsibilities and ensure effective governance[155]. - The Company has received written annual confirmations of independence from all independent non-executive Directors, affirming their compliance with independence guidelines[154]. - The Company emphasizes the importance of corporate culture as a support for long-term development and good corporate governance[138]. - The Board comprises eight Directors, ensuring a diverse mix of gender, age, background, knowledge, and skills[168]. - As of December 31, 2024, the Board consists of seven male directors and one female director, reflecting a commitment to gender diversity[171]. - The Group's workforce gender ratio is 50% male and 50% female as of December 31, 2024, indicating a balanced approach to diversity[172]. - The Company has adopted a Board Diversity Policy to enhance diversity through various measurable factors, including gender, age, and professional qualifications[165]. - The Nomination Committee will review the Board diversity policy annually to ensure its effectiveness[167]. - The Board meets at least four times a year, with advance notice of at least 14 days for regular meetings to ensure all Directors can attend[174]. - Directors have access to all Company information and can seek independent professional advice at the Company's expense[161]. - The Company has arranged appropriate insurance cover for Directors' liabilities in respect of legal actions against them[163]. - Minutes of board meetings are kept in detail, including decisions made and concerns raised by Directors[176]. - The Articles of Association require Directors to abstain from voting on transactions in which they have a material interest[177]. - The Company held an annual general meeting and an extraordinary general meeting during the year ended 31 December 2024[183]. - All Directors attended training sessions on duties and obligations of directors of companies listed on the Stock Exchange in 2024[187]. - Each executive Director has a service contract with a specific term of three years, subject to termination with three months' notice[195]. - The Chairman met with non-executive Directors and independent non-executive Directors without executive Directors present to discuss pertinent issues[184]. - All Directors are subject to retirement by rotation at least once every three years[196]. - The Nomination Committee is responsible for reviewing Board composition and monitoring the appointment and succession planning of Directors[197].

Core Viewpoint - The digital economy is catalyzing a transformation in the consumer market, shifting from single physical consumption to diverse digital rights experiences, with companies leveraging AI and big data to establish competitive advantages in this new era of digital consumption [1] Financial Performance - In 2024, the company achieved a revenue of 128.6 million, a significant increase of 41.3% year-on-year, with gross profit reaching 102.1 million, up 38.3% [2] - Shareholder profit surged from 16.4 million in 2023 to 31.9 million, marking a year-on-year growth of 94.5% [2] - The digital marketing segment saw revenues of approximately 24.1 million, a remarkable increase of 265.2%, accounting for 18.7% of total revenue, making it the fastest-growing business segment [2] Strategic Initiatives - The company has actively embraced AIGC technology, providing customized digital rights solutions to banks, telecom operators, and internet companies, enhancing operational efficiency and user engagement [3][4] - The company has established partnerships with major banks across various levels, including state-owned and regional banks, creating a comprehensive service capability [4] - The government’s recent policy initiatives aimed at boosting consumer spending further enhance market opportunities for the company’s digital rights solutions [4] Internet Ecosystem Integration - The company has developed deep partnerships with major platforms like Alipay, JD.com, and Tmall, creating a diverse digital marketing product system that helps merchants effectively reach end consumers [5] - The brand partnerships span various consumer sectors, providing tailored online and offline marketing services to leading brands [5] Expansion into New Verticals - The company is extending its digital marketing capabilities into emerging sectors such as health, digital tourism, and education, while also engaging with new media platforms to enhance user experience [6] Competitive Advantage - The company’s multi-channel digital empowerment strategy is establishing a unique competitive barrier, with expectations of significant performance growth as new projects are launched [7] - The dual-driven model of "digital rights + digital marketing," supported by AIGC technology, is creating a synergistic effect that maximizes profits and lays a solid foundation for long-term value growth [7]

Financial Performance - The total revenue for the year ended December 31, 2024, was RMB 128,627,000, representing a 41.2% increase from RMB 91,030,000 in the previous year[3] - Gross profit for the same period was RMB 102,101,000, up 38.3% from RMB 73,825,000 in 2023[3] - The net profit attributable to the owners of the company increased to RMB 31,943,000, compared to RMB 16,353,000 in the prior year, marking a growth of 95.9%[3] - Basic and diluted earnings per share rose to RMB 7.70, up from RMB 3.94 in the previous year, reflecting a 95.9% increase[3] - The company reported a pre-tax profit of RMB 38,390,000, up from RMB 24,779,000, which is an increase of 54.8%[16] - The company reported a net profit attributable to owners of approximately RMB 31.9 million for the year ending December 31, 2024, compared to RMB 16.4 million for the previous year, driven by new business development[47] Revenue Segments - Revenue from mobile phone top-up and data services was RMB 104,232,000, up from RMB 83,854,000, reflecting a growth of 24.3%[12] - The digital marketing services segment generated RMB 21,217,000 in commission income, a significant increase from RMB 2,454,000, marking a growth of 765.5%[12] - The company's digital marketing services revenue reached approximately RMB 24.1 million in 2024, significantly up from RMB 6.6 million in 2023, accounting for about 18.7% of total revenue[35] - The total transaction value for mobile phone recharge services increased from approximately RMB 84.4 million in 2023 to about RMB 104.5 million in 2024[34] Expenses - Research and development expenses increased to RMB 12,529,000, compared to RMB 7,914,000 in 2023, indicating a 58.5% rise[3] - The company reported a significant increase in distribution and selling expenses, which rose to RMB 16,531,000 from RMB 9,976,000, a 65.5% increase[3] - Cost of revenue increased by approximately 42.4% to about RMB 23.5 million for the year ending December 31, 2024, primarily due to rising costs associated with digital marketing services[39] - Distribution and selling expenses increased by approximately 65.0% to about RMB 16.5 million, attributed to restructuring of the marketing team in response to business expansion[42] - Research and development expenses rose by approximately 58.2% to about RMB 12.5 million, primarily due to increased employee costs[44] Assets and Liabilities - Trade receivables increased significantly to RMB 284,437,000 from RMB 179,453,000, a growth of 58.5%[4] - Current assets totaled RMB 555,764,000, up from RMB 404,015,000, representing a 37.5% increase[4] - The company's total equity increased to RMB 308,643,000 from RMB 279,302,000, a rise of 10.5%[4] - Trade payables as of December 31, 2024, were RMB 42.41 million, compared to RMB 25.17 million in 2023[31] - The debt ratio rose significantly from approximately 10.7% to 39.5% due to increased borrowings during the reporting period[53] Corporate Governance and Future Plans - The company has established a financial risk management policy to ensure that all payables do not exceed the credit period of approximately 90 days[30] - The company has no plans to declare dividends for the fiscal year 2023[24] - The company did not declare a final dividend for the fiscal year ending December 31, 2024[63] - There were no significant investments or acquisitions planned for the fiscal year ending December 31, 2024[60] - The company has adopted a new share option plan and a new share incentive plan as of October 30, 2024, replacing the previous plans[65] Government Support and Subsidies - Government subsidies received amounted to RMB 8,159,000, compared to RMB 2,980,000 in the previous year, reflecting a growth of 174.5%[19] Audit and Compliance - The audit committee has reviewed the annual performance for the year ending December 31, 2024, and agreed with the accounting principles adopted by the group[73] - The company has adhered to all applicable corporate governance codes throughout the year[72] Miscellaneous - The company has made a capital commitment of RMB 5.1 million related to the establishment of Shenzhen Yingsheng Huitang Technology Co., Ltd.[56] - The net proceeds from the IPO amounted to approximately HKD 52.0 million, with a detailed allocation plan outlined in the prospectus[66] - As of December 31, 2024, the unutilized balance of the net proceeds is approximately HKD 2.4 million, intended for potential acquisitions of complementary businesses and assets[66] - The total amount allocated for internet marketing activities and online advertising is HKD 15.7 million, with HKD 10.4 million utilized to date[66] - Funds for hardware and network infrastructure upgrades also total HKD 15.7 million, with HKD 10.4 million already spent[66] - Software and R&D expenditures are budgeted at HKD 11.8 million, with HKD 7.8 million utilized so far[66] - There have been no significant events affecting the group since December 31, 2024[68]

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。 Yinsheng Digifavor Company Limited 銀盛數惠數字有限公司 （於開曼群島註冊成立的有限公司） （股份代號：3773） 於二零二五年三月二十七日舉行的股東特別大會投票結果 茲提述銀盛數惠數字有限公司（「本公司」）日期為二零二五年三月七日的通函（「通 函」）及本公司日期為二零二五年三月七日的股東特別大會（「股東特別大會」）通告 （「股東特別大會通告」）。除文義另有所指外，本公告所用詞彙與通函所界定者具 有相同涵義。 董事會欣然宣佈，於股東特別大會通告所載的所有建議決議案已於股東特別大會 上獲股東以投票表決方式正式通過為普通決議案。有關股東特別大會上審議的決 議案詳情，股東應參閱股東特別大會通告。投票結果如下： | | 普通決議案 | 票數(%) | | | --- | --- | --- | --- | | | | 贊成 | 反對 | | 1. | 動議批准、確認及追認本公司與 ...

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。 承董事會命 銀盛數惠數字有限公司 主席兼執行董事 周金黃博士 Yinsheng Digifavor Company Limited 銀盛數惠數字有限公司 （於開曼群島註冊成立的有限公司） （股份代號：3773） 董事會會議日期 銀盛數惠數字有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此公佈，董事 會會議將於二零二五年三月二十七日（星期四）舉行，藉以（其中包括）考慮及批 准本公司及其附屬公司截至二零二四年十二月三十一日止年度之全年業績及其發 佈，並考慮建議派發末期股息（如有）。 香港，二零二五年三月十七日 於本公告日期，執行董事為周金黃博士、關恒先生及黃俊謀先生；非執行董事為 范衛國先生及喻子達先生；及獨立非執行董事為張鳴群先生、鄒國英女士及李耀 博士。 ...