Core Viewpoint - The company Timeless Resources (8028.HK) is collaborating with Ade Securities and Futures to issue a physical silver-backed digital token, marking the launch of Hong Kong's first tokenized physical asset (RWA) project [1] Company Summary - Timeless Resources is initiating a project to create a silver token, which will be backed by physical silver assets [1] - Ade Financial, the parent company of Ade Securities and Futures, will assist in obtaining all necessary approvals from regulatory authorities prior to the launch of the silver token [1]

Core Viewpoint - As of the market close on August 21, a total of 86 stocks reached their 52-week highs, indicating a positive trend in the market [1] Group 1: Stocks Reaching 52-Week Highs - The top three stocks with the highest new high rates are: - Tian Shi Resources (08028) with a high rate of 76.34%, closing at 0.320 and reaching a peak of 0.395 [2] - Da Yu Financial Equity (02930) with a high rate of 62.86%, closing at 0.044 and reaching a peak of 0.057 [2] - Heng Fu Holdings (00643) with a high rate of 32.88%, closing at 0.880 and reaching a peak of 0.970 [2] - Other notable stocks include: - Yi Chen Group (08365) with a high rate of 14.42% [2] - China Biotechnology Services (08037) with a high rate of 14.13% [2] - Jin Bang Da Bao Jia (03315) with a high rate of 12.80% [2] Group 2: Stocks Reaching 52-Week Lows - The stocks that reached their 52-week lows include: - China Tongshang Group (01719) with a low rate of -12.50%, closing at 0.395 and reaching a low of 0.350 [2] - Global Friendly Drink Smart (08496) with a low rate of -8.93% [2] - Guohong Hydrogen Energy (09663) with a low rate of -7.17% [2] - Additional stocks with significant declines include: - Xi Ye Rong Technology (08107) with a low rate of -6.67% [2] - Rong Wanjia (02146) with a low rate of -6.25% [2]

Group 1 - The company has entered into a non-binding strategic cooperation memorandum with HashKey Token Limited,艾德证券期货有限公司, and its wholly-owned subsidiary 白银时代有限公司 to explore potential collaborative opportunities in developing, deploying, and issuing silver-backed digital tokens on the HashKey chain [1][2] - HashKey will provide necessary technical support, documentation, and compliance assistance to facilitate the successful issuance of the silver tokens on the HashKey chain [1] - 艾德证券 will assist the product issuer in obtaining all necessary approvals from regulatory authorities prior to the launch of the silver tokens and will guide its clients to engage in transactions or collaborations involving the silver tokens [1] Group 2 - The group is primarily engaged in exploration, development, and mining of precious metals, as well as providing integrated IT solutions and related services [2] - The company believes that blockchain technology will transform the global precious metals operating model and sees the potential collaboration as an opportunity to digitize and tokenize traditional precious metal trading [2] - The board of directors considers the signing of the strategic cooperation memorandum to be in the overall interest of the company and its shareholders [2]

Group 1 - The company, Timely Resources, has announced a non-binding strategic cooperation memorandum with HashKey Token Limited, Ade Securities, and its wholly-owned subsidiary, Silver Era Limited, to explore potential strategic synergies [1][2] - The memorandum outlines plans to develop, deploy, and issue digital tokens backed by physical silver assets on the HashKey chain, with HashKey providing necessary technical support and compliance assistance [1][2] - Ade Securities will assist in obtaining necessary regulatory approvals for the issuance of the silver tokens and will guide its clients in trading or collaborating on transactions involving the silver tokens [1][2] Group 2 - The company is primarily engaged in exploration, development, and mining of precious metals, as well as providing integrated IT solutions and related services [2] - The company believes that blockchain technology will transform the global precious metals operating model, and the potential transactions under the memorandum could enhance flexibility and accessibility to physical silver assets for investors [2] - The collaboration is seen as an opportunity to digitize and tokenize traditional precious metal trading, leveraging emerging blockchain technology to enhance market influence and competitiveness [2]

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，並明確表示概不就因本公告全部或任何部分內容而產生或因倚賴 該等內容而引致之任何損失承擔任何責任。 TIMELESS RESOURCES HOLDINGS LIMITED 天時資源控股有限公司 （於香港註冊成立的有限公司） （股份代號：8028） 自願公告 有關與HASHKEY及艾德證券戰略合作之諒解備忘錄 本公告乃由天時資源控股有限公司（「本公司」，連同其附屬公司統稱「本集團」） 自願作出以通知本公司股東及潛在投資者有關本公司最新之業務發展。 戰 略合作 諒 解備 忘錄 董 事 （「董 事 」）會 （「董事會 」）欣然宣佈， 鑒 於 與 （i ）HashKey Token Limited（ 一 間 於 新 加 坡 註 冊 成 立 之 有 限 公 司 ） （ 「 HashKey」 ） ;（ii）艾 德 證 券 期 貨 有 限 公 司 （ 一 間 於 香 港 註 冊 成 立 之 有 限 公 司 ） （ 「 艾德證 券 」 ） ;及 （iii）本 公 司 之 全 資 附 屬 公 司 白 銀 時 代 有 限 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 1. 股份分類 | 普通股 | | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08028 | 說明 | | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | | 505,932,270 | | 0 | | 505,932,270 | | 增加 / 減少 (-) | | | | | | | | | | 本月底結存 | | | | 505,932,270 | | 0 | | 505,932,270 | 第 2 頁 共 10 頁 v 1.1.1 III.已發行股份及/或庫存股份變動詳情 (A). 股份期權（根據發行人的股份期權計劃） | 截至月份: | 2025年7月31日 | 狀態: 新提交 | | --- | --- | --- | | 致：香港交易及結算所 ...

截至2025年3月31日止年度 FOR THE YEAR ENDED 31 MARCH 2025 年報 ANNUAL REPORT 香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所上市的公司帶有較高投 資風險。有意投資的人士應了解投資於該等公司的潛在風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於主板買賣之證券承受較大的市場波動 風險，同時無法保證在GEM買賣的證券會有高流通量的市場。 香港交易及結算所有限公司及聯交所對本報告之內容概不負責，對其準確性或完整性亦不發表任何聲明， 並明確表示概不就因本報告全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 本報告乃根據聯交所GEM證券上市規則（「GEM上市規則」）提供有關天時資源控股有限公司（「本公司」）的資 料。本公司各董事（「董事」）願對本報告共同及個別承擔全部責任。各董事在作出一切合理查詢後確認，就 彼等所深知及確信，本報告所載資料在各重大方面均屬準確完整，並無誤導或欺詐成分，且並無遺漏任何 其他事 ...

[Financial Performance](index=2&type=section&id=Financial%20Performance) [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) The company achieved HKD 111 million revenue in FY2025, up 129%, narrowing its annual loss to HKD 16.04 million, with total assets at HKD 118 million and net assets stable at HKD 95.56 million [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the year ended March 31, 2025, group revenue increased by 129% to HKD 110.6 million, with annual loss narrowing from HKD 21.31 million to HKD 16.04 million, and loss attributable to owners of the Company at HKD 12.42 million, with basic loss per share improving to 3.55 HK cents from 6.61 HK cents Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 (HKD '000) | 2024 (HKD '000) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 110,622 | 48,251 | +129.2% | | Loss before tax | (16,035) | (21,096) | -24.0% | | Loss for the year | (16,035) | (21,312) | -24.8% | | Loss attributable to owners of the Company | (12,421) | (19,438) | -36.1% | | Basic loss per share (HK cents) | (3.55) | (6.61) | -46.3% | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were HKD 118 million, slightly down from HKD 122 million last year, with net assets stable at HKD 95.56 million compared to HKD 97.66 million, and net current assets slightly decreased from HKD 71.52 million to HKD 68.46 million, notably with all related party loans fully repaid Consolidated Statement of Financial Position | Metric | As at March 31, 2025 (HKD '000) | As at March 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Non-current assets | 31,484 | 31,300 | | Current assets | 86,489 | 91,176 | | **Total assets** | **117,973** | **122,476** | | Current liabilities | 18,026 | 19,660 | | Non-current liabilities | 4,390 | 5,160 | | **Total liabilities** | **22,416** | **24,820** | | **Net assets** | **95,557** | **97,656** | | Equity attributable to owners of the Company | 57,041 | 40,054 | - As of March 31, 2025, the Group had **no outstanding borrowings**, compared to **HKD 9.8 million** from a related party in the prior year[7](index=7&type=chunk)[56](index=56&type=chunk) [Notes to the Financial Statements](index=5&type=section&id=Notes%20to%20the%20Financial%20Statements) The notes detail the company's business segments, revenue sources, segment performance, and share capital changes, highlighting the Mining and Metals Business and Software Business as main operations, with the former's revenue significantly increasing but segment loss widening, while the new Software Business contributed HKD 3.06 million in revenue and HKD 0.34 million in profit, and the company undertook equity financing activities without declaring dividends [1. General Information and Principal Activities](index=5&type=section&id=1.%20General%20Information) Times Strategic Holdings Limited is a public company incorporated in Hong Kong and listed on GEM, primarily engaged in (i) mining and metals business (exploration, development, mining, gold processing, and trading) and (ii) software business (providing integrated IT solutions) - The Group's principal activities are divided into two main segments: **Mining and Metals Business** and **Software Business**[10](index=10&type=chunk) [4. Revenue and Segment Information](index=6&type=section&id=4.%20Revenue%20and%20Segment%20Information) Total revenue for FY2025 was HKD 110.6 million, with Mining and Metals Business contributing HKD 107.6 million and the new Software Business contributing HKD 3.06 million; geographically, Hong Kong revenue was HKD 107.6 million and Mainland China was HKD 3.06 million, while mining segment loss expanded from HKD 3.21 million to HKD 6.45 million despite revenue growth, and software business achieved HKD 0.34 million segment profit Segment Revenue and Results (For the year ended March 31, 2025) | Segment | Revenue (HKD '000) | (Loss)/Profit (HKD '000) | | :--- | :--- | :--- | | Mining and Metals Business | 107,567 | (6,449) | | Software Business | 3,055 | 343 | Segment Revenue and Results (For the year ended March 31, 2024) | Segment | Revenue (HKD '000) | Loss (HKD '000) | | :--- | :--- | :--- | | Mining and Metals Business | 48,251 | (3,206) | | Software Business | – | – | Revenue from External Customers by Geographical Location | Region | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Hong Kong | 107,567 | 48,251 | | Mainland China | 3,055 | – | - Customer A1 was a major client, contributing **HKD 78.43 million** in revenue, accounting for approximately **71%** of total revenue[25](index=25&type=chunk) [12. Share Capital](index=13&type=section&id=12.%20Share%20Capital) During the year, the company undertook several share capital operations, including a 10-to-1 share consolidation in January 2024, a placement of 56 million new shares at HKD 0.173 per share in March 2024, and a 2-for-1 rights issue completed in March 2025, issuing approximately 169 million shares at HKD 0.178 per share to fund business development and operations - On January 2, 2024, the company completed a **10-to-1 share consolidation**[35](index=35&type=chunk) - In March 2024, the company placed **56,000,000 ordinary shares** at **HKD 0.173 per share**, raising net proceeds of approximately **HKD 9.31 million**[36](index=36&type=chunk) - On March 31, 2025, the company completed a **2-for-1 rights issue**, issuing approximately **169 million shares** at **HKD 0.178 per share**, raising a total of approximately **HKD 30 million**[35](index=35&type=chunk) [13. Dividends](index=14&type=section&id=13.%20Dividends) The company neither paid nor declared any dividends during the current financial year, consistent with the previous financial year - The company neither paid nor declared any dividends during the year (2024: nil)[37](index=37&type=chunk) [Management Discussion and Analysis](index=15&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Prospects](index=15&type=section&id=Business%20Review%20and%20Prospects) The Group's two core businesses show divergent trends: Mining and Metals saw increased gold processing trade but expanded segment loss due to deteriorating margins, while the Baishiquan copper-nickel mine project made key progress with mining expected to commence in late 2027; the new Software Business, through a joint venture, began generating revenue and profit, with positive outlook for China's software industry, while the company ceased nano-bubble innovation and divested its CGA Holdings stake [Mining and Metals Business](index=15&type=section&id=Mining%20and%20Metals%20Business) This segment includes copper-nickel mine exploration and development in Mainland China and gold processing trade in Hong Kong; during the year, gold product transactions increased to 4,478 ounces, contributing HKD 107.6 million in revenue, but gross profit significantly declined due to intense competition and unfavorable gold prices, while the core Baishiquan copper-nickel mine Phase II development plan was approved, mining permits renewed, and a feasibility study initiated, with mining expected to commence in late 2027 - During the year, **4,478 ounces** of processed gold products were traded, generating **HKD 107.6 million** in revenue, but gross profit decreased to **HKD 0.196 million** (2024: HKD 1.26 million), primarily due to intense competition and unfavorable gold price trends[39](index=39&type=chunk) - The development plan for Baishiquan Copper-Nickel Mine Phase II mining area was approved, and mining permits were renewed; the feasibility study is expected to be completed by **October 2025**, with mining operations projected to commence in **late 2027**[38](index=38&type=chunk)[41](index=41&type=chunk) Baishiquan Copper-Nickel Mine Phase II Mining Area Resource Estimation | Resource Category | Tonnes ('000 tonnes) | Average Grade (Nickel %) | Average Grade (Copper %) | | :--- | :--- | :--- | :--- | | Controlled | 3,962 | 0.55 | 0.36 | | Inferred | 3,116 | 0.60 | 0.32 | [Software Business](index=18&type=section&id=Software%20Business) As a new segment, the Software Business first contributed HKD 3.06 million in revenue and HKD 0.34 million in profit this fiscal year; the Group provides integrated software and hardware solutions in Hong Kong and Mainland China through a joint venture with an independent third party, is applying for 'Dual Software Certification' for its Chinese subsidiary to enjoy tax incentives, and plans to invest more resources to expand its customer base and revenue streams, with a positive outlook on the growth prospects of China's software industry - The Software Business achieved segment revenue of approximately **HKD 3.055 million** and segment profit of approximately **HKD 0.343 million** in the current fiscal year[47](index=47&type=chunk) - The Group established a joint venture with a partner and is applying for 'Dual Software Certification' for its Chinese subsidiary to obtain tax and policy incentives[47](index=47&type=chunk) - Looking ahead, the Group will allocate more resources to the joint venture to further expand its customer base and revenue streams[48](index=48&type=chunk) [Other Investments](index=19&type=section&id=Other%20Investments) The company adjusted its investment portfolio during the year; after the termination of CGA Holdings' listing proposal, the company increased its stake to 29.97% and subsequently sold all shares for HKD 0.15 million cash, recording an equivalent gain, while its equity interest in Trip Guru Holdings Limited incurred a fair value change loss of HKD 0.577 million due to slower growth in travel booking services - The **29.97% equity interest** in CGA Holdings was sold for a cash consideration of **HKD 0.15 million**, resulting in a gain of **HKD 0.15 million**[51](index=51&type=chunk) - The equity interest in Trip Guru Holdings Limited recorded a fair value change loss of **HKD 0.577 million** due to slower growth in travel booking services[52](index=52&type=chunk) [Financial Review](index=19&type=section&id=Financial%20Review) The Group's total turnover increased by 129% to HKD 110.6 million, with loss for the year narrowing to HKD 16.04 million; Mining and Metals segment loss increased due to declining gross margins, but the new Software Business contributed profit; the Group maintained operations through internal cash and equity financing, with no outstanding borrowings and a 0% gearing ratio at year-end, raising approximately HKD 9.3 million and HKD 29.1 million net from share placement and rights issue respectively, used for debt repayment, business development, and working capital Financial Performance Overview | Metric | 2025 (HKD '000) | 2024 (HKD '000) | | :--- | :--- | :--- | | Total turnover | 110,622 | 48,251 | | Loss for the year | (16,035) | (21,312) | | Loss attributable to owners of the Company | (12,421) | (19,438) | - Mining and Metals Business segment loss increased by **101%** to **HKD 6.45 million**, primarily due to declining gross margins in gold processing trade and increased operating expenses[54](index=54&type=chunk) [Liquidity and Financial Resources](index=20&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group held cash and time deposits totaling HKD 73.05 million, with net current assets of HKD 68.46 million; the current ratio improved to 4.80 from 4.64 last year, and at year-end, the Group had no outstanding borrowings, with funding primarily from internally generated cash and equity financing Liquidity and Financial Resources | Metric | As at March 31, 2025 | As at March 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | 40,946 HKD '000 | 50,278 HKD '000 | | Time deposits (>3 months) | 32,106 HKD '000 | 32,340 HKD '000 | | **Total cash and deposits** | **73,052 HKD '000** | **82,618 HKD '000** | | Net current assets | 68,463 HKD '000 | 71,516 HKD '000 | | Current ratio | 4.80 | 4.64 | | Outstanding borrowings | 0 | 9,800 HKD '000 | [Capital Raising Activities](index=20&type=section&id=Capital%20Raising%20Activities) During the year, the company undertook two main financing activities: a share placement completed in March 2024, raising approximately HKD 9.3 million net, fully used for debt repayment and operating expenses, and a rights issue proposed in February 2025 and completed in April, raising approximately HKD 29.1 million net, planned for developing gold trading, software business, and general working capital - A share placement completed in March 2024 raised net proceeds of approximately **HKD 9.31 million**, fully utilized by March 31, 2025, for **debt repayment (HKD 3 million)** and **operating expenses (HKD 6.31 million)**[59](index=59&type=chunk) - A rights issue completed in April 2025 raised net proceeds of approximately **HKD 29.1 million**, intended for developing **gold processing and trading business (HKD 10 million)**, **software business (HKD 10 million)**, and **general working capital (HKD 9.1 million)**[60](index=60&type=chunk) [Other Information](index=22&type=section&id=Other%20Information) As of March 31, 2025, the Group had capital commitments of approximately HKD 2.02 million for the Baishiquan copper-nickel mine development, with a 0% gearing ratio due to no outstanding borrowings; the Group had 24 employees and no significant industrial accidents during the year, no assets pledged, no orders on hand, and no recent major investment plans, with management deeming exchange rate risk insignificant - As of March 31, 2025, capital commitments related to the Baishiquan copper-nickel mine development amounted to approximately **HKD 2.023 million**[62](index=62&type=chunk) - The gearing ratio was **0%**, as the Group had no outstanding borrowings (2024: **24.47%**)[63](index=63&type=chunk) - The Group had a total of **24 employees** at year-end (2024: 25 employees)[64](index=64&type=chunk) - Aside from disclosed investments, the Group had no significant investments, acquisitions, or disposals during the year, nor any major investment plans in the near future[67](index=67&type=chunk)[68](index=68&type=chunk) [Corporate Governance and Other Disclosures](index=23&type=section&id=Corporate%20Governance%20and%20Other%20Disclosures) The Group's auditor, ZHONGZHENG TIANHENG CPA Limited, confirmed consistency between the financial figures in the preliminary announcement and the annual consolidated financial statements; the Audit Committee, comprising three independent non-executive directors, reviewed the audited financial results for the year; the company consistently complied with the GEM Listing Rules' Corporate Governance Code during the reporting period, with details to be provided in the annual report - The Group's auditor confirmed the consistency of financial figures in the preliminary announcement with the annual consolidated financial statements[72](index=72&type=chunk) - The Audit Committee, comprising **three independent non-executive directors**, reviewed the annual financial results[73](index=73&type=chunk) - The company consistently complied with all provisions of the Corporate Governance Code for the year ended March 31, 2025[75](index=75&type=chunk)

Financial Performance - For the six months ended September 30, 2024, the company reported revenue of HKD 49,113, compared to HKD 48,993 in the same period last year, reflecting a slight increase [4]. - The company incurred a loss before tax of HKD 5,477, compared to a loss of HKD 4,154 in the previous year, indicating a deterioration in financial performance [4]. - The total comprehensive loss for the period was HKD 3,522, significantly improved from HKD 9,108 in the prior year, showing a reduction in overall losses [4]. - Basic and diluted loss per share was HKD (1.25), slightly better than HKD (1.29) in the previous year, indicating a marginal improvement in per-share performance [4]. - Total revenue for the six months ended September 30, 2024, was HKD 117,870,000, a decrease of 4,063,000 compared to the previous period [6]. - The group reported a total of HKD 1,531,000 in other income and gains for the six months ended September 30, 2024, compared to HKD 1,963,000 in the previous year [17]. - The group reported a financing cost of HKD 131,000 for the six months ended September 30, 2024 [14]. - The group recorded a loss of approximately HKD 5,345,000 for the period, which is a 32% increase compared to the restated loss of HKD 4,063,000 for the same period last year [55]. Assets and Liabilities - Non-current assets totaled HKD 33,210 as of September 30, 2024, up from HKD 31,300 as of March 31, 2024, suggesting growth in long-term asset investments [5]. - Current assets increased to HKD 67,884 from HKD 91,176, indicating a decrease in liquidity over the period [5]. - Total assets as of September 30, 2024, amounted to HKD 101,094,000, a decrease from HKD 122,476,000 as of March 31, 2024 [16]. - Total equity decreased to HKD 78,368 from HKD 97,656, indicating a decline in the company's net worth [5]. - The total liabilities for the group as of September 30, 2024, were HKD 22,726,000, down from HKD 24,820,000 [16]. - The group’s debt-to-asset ratio as of September 30, 2024, was approximately 9.03%, down from 24.47% on March 31, 2024 [60]. Cash Flow - The net cash flow from operating activities was HKD 47,592,000, with a net cash outflow of HKD 1,342,000 [7]. - Cash and cash equivalents at the end of the period increased to HKD 59,748,000 from HKD 79,998,000 in the previous year [7]. - The group’s cash and cash equivalents as of September 30, 2024, amounted to approximately HKD 59,748,000, down from HKD 82,618,000 as of March 31, 2024 [56]. - The net cash inflow from investing activities was HKD 32,921,000, compared to HKD 11,409,000 in the previous year [7]. - Financing activities resulted in a net cash outflow of HKD 22,628,000, compared to HKD 14,252,000 in the previous year [7]. Operational Highlights - The company is engaged in mining and metal trading, as well as research and development of biological and nanomaterials [8]. - The company completed the sale of 81 kilograms of gold during the period, generating a gross profit of approximately HKD 120,000 [44]. - The company expects to obtain a renewed mining license by the end of 2024, with plans to start construction of the mine in the second half of 2025 [45]. - The company has completed two open-pit drill holes with a total depth of approximately 987 meters at the Baishiquan copper-nickel mine [46]. - The company anticipates that the demand for electric vehicles will boost global nickel prices in the future [44]. Employee and Management Expenses - Employee benefit expenses, including directors and senior management remuneration, increased to 4,483,000 HKD from 3,321,000 HKD year-on-year [20]. - The company’s management compensation for the six months ended September 30, 2024, totaled HKD 784,000, compared to HKD 692,000 in 2023 [42]. - The company paid HKD 437,000 in rent and office expenses to related parties for the six months ended September 30, 2024, a decrease from HKD 453,000 in 2023 [41]. Shareholder Information - The group has issued a total of 337,288,180 shares, with a total equity of HKD 915,382,000 as of both March 31, 2024, and September 30, 2024 [33]. - The company approved a share consolidation of every 10 existing shares into 1 share, effective January 2, 2024 [39]. - The maximum number of stock options available under the 2023 Stock Option Plan is 281,288,180 shares, which will be adjusted to 28,128,818 shares after the share consolidation [71]. - Starmax Holdings Limited holds 67,807,440 shares, representing 20.10% of the issued share capital [67]. - Zhang Ming owns 24,624,909 shares, accounting for 7.30% of the issued share capital [67]. Corporate Governance - The company has adhered to the GEM Listing Rules Appendix C1 on corporate governance, except for Rule C.2.1, which requires the separation of the roles of Chairman and CEO [73]. - The Audit Committee is responsible for reviewing and monitoring the financial reporting process, internal controls, and risk management systems [76]. - The Audit Committee consists of three independent non-executive directors, who have reviewed the interim report, including the unaudited consolidated financial statements for the six months ending September 30, 2024 [77].

天時資源控股有限公司 13 2024年年報 企業管治報告 企業管治常規 本公司致力達致及維持最高水平之企業管治，乃因本公司相信有效之企業管治常規，對於提升股東價值及 保障股東利益至關重要。 本集團採納之企業管治原則，強調高質素之董事會、奏效之內部監控，以及對全體股東維持透明度及問責。 本公司已採納GEM上市規則附錄C1企業管治守則（「守則」）所載之守則條文（「守則條文」）。除守則條文第 C.2.1條以外，本公司於截至二零二四年三月三十一日止年度內一直遵守守則內載列之所有守則條文。 （於香港註冊成立之有限公司） （於谷港 . . . . . . . . and with i . ● ● 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於主板買賣之證券承受較大的市場波動 風險，同時無法保證在GEM買賣的證券會有高流通量的市場。 1 ● ● ● ● 截至2024年3月31日止年度 本報告乃根據聯交所GEM證券上市規則（「GEM上市規則」）提供有關天時資源控股有限公司（「本公司」）的資 料。本公司各董事（「董事」）願對本報告共同及個別承擔全部責任。各董事在作出一切合理查詢後確認，就 彼等所深知及確信，本 ...