Yu Tak International Holdings Limited 御德國際控股有限公司 (Incorporated in Bermuda with limited liability 於百慕達註冊成立之有限公司) Stock Code 股份代號：8048 2025 ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT 環境、社會及管治報告 CONTENTS 目錄 | INTRODUCTION | | | --- | --- | | 緒言 | 2 | | BOARD STATEMENT | | | 董事會致辭 | 2 | | ESG MANAGEMENT APPROACH | | | ESG管理方法 | 4 | | SCOPE OF REPORTING | | | 報告範圍 | 4 | | NEW REQUIREMENTS OF THE ESG REPORT | | | FROM 1 JANUARY 2025 | | | 二零二五年一月一日起ESG報告新規定 | 5 | | REPORTING FRAMEWORK | | | 報告框架 | 6 | | REPORTIN ...

Economic Performance - In 2025, China's economy achieved a growth target of 5%[19] - Future prospects indicate that China's economy may continue to grow at around 5% in 2026, influenced by high-tech exports and government spending, but risks remain due to geopolitical factors[48] - The company anticipates a 5% growth in China's economy for 2025, driven by high-tech and green product exports, but faces pressure from slowing domestic demand and a contracting real estate sector[52] Gold Market - Gold prices increased from approximately US$2,600 per ounce at the beginning of the year to US$4,300 per ounce by year-end[19] - Gold prices surged to over US$4,300 per ounce by the end of 2025, impacting the jewellery market negatively while boosting the appeal of gold as an investment[49] - Gold prices are expected to continue rising, surpassing $4,300 per ounce by year-end 2025, impacting the sales performance of the gold jewelry market[52] - Demand for gold bars and coins rose significantly, while gold jewellery sales sharply declined due to the investment appeal of gold[19] Rehabilitation Products Segment - The Rehabilitation products segment is growing as hospitals in China adopt smart, patient-centered rehabilitation designs[19] - The company is one of the few market players in Guangdong for rehabilitation products, indicating potential for further growth in 2026[19] - Revenue from continuing operations increased to HK$11,068,000 in 2025, up from HK$7,248,000 in 2024, driven by a 129% increase in rehabilitation products sales[25] - The rehabilitation products segment achieved sales of HK$7,147,000 in 2025, a substantial increase from HK$3,116,000 in 2024, driven by aging demographics and government investment in healthcare[28] - The board believes that sales in the rehabilitation products segment will likely exceed those of other business segments due to increased government investment in healthcare infrastructure[52] Financial Performance - For the year ended 31 December 2025, the Group's loss attributable to the owners was HK$7,166,000, a significant improvement from a loss of HK$54,765,000 in 2024[24] - As of 31 December 2025, the Group had cash and bank balances of HK$2,185,000, a significant increase from HK$272,000 in 2024[31] - Sales of gold and jewellery products decreased by 5% to HK$3,921,000 in 2025, compared to HK$4,132,000 in 2024, reflecting challenges in the luxury goods market[27] - The luxury goods market contracted by approximately 3-5% in 2025, but signs of recovery were noted in the second half of the year[27] - The Group does not recommend any dividend payment for the year ended December 31, 2025, consistent with 2024, where no dividend was paid[144] Corporate Governance - The Company has established good corporate governance practices to safeguard shareholders' interests and ensure prudent decision-making[53] - The Company has resumed compliance with GEM Listing Rules following the appointment of two new independent non-executive directors on December 16, 2025[56] - The board meets at least four times a year to review financial and operational performance and discuss the group's direction and strategy[62] - The executive directors meet bi-weekly to review the company's business pipeline, receivables, and business unit performance[66] - The Audit Committee reviewed the effectiveness of the Company's risk management and internal control systems[90] Audit and Compliance - The Audit Committee reviewed the Group's interim results and audited annual results for the year ended December 31, 2025, confirming compliance with applicable accounting standards and adequate disclosures[86] - The Audit Committee's principal duties include reviewing and supervising the financial reporting process, internal control procedures, and risk management system of the Group[85] - The Company has arranged appropriate liability insurance for Directors, with coverage reviewed annually to indemnify against risks from corporate activities[77] - The Group's external auditor is Prism Hong Kong Limited, responsible for reporting on the consolidated financial statements[112] - The Directors acknowledge their responsibility for preparing financial statements that reflect the true financial position of the Group[111] Shareholder Information - The Company maintains an open and effective investor communication policy, providing timely updates on business developments[136] - Shareholders holding at least one-tenth of the paid-up capital have the right to requisition an extraordinary general meeting[130] - The Company encourages shareholder participation through general meetings and ensures separate resolutions for different issues[123] - The Chairman and relevant committee chairs are expected to attend the annual general meeting to facilitate communication with shareholders[135] Employee and Director Information - As of December 31, 2025, the company has 30 employees, maintaining the same number as in 2024, with year-end bonuses awarded based on individual performance[51] - All Directors participated in continuous professional development activities relevant to the Company's business and their responsibilities during the reporting period[74] - The Remuneration Committee was established on May 10, 2005, to make recommendations on the remuneration policy and structure for all Directors and Senior Management[91] - The Remuneration Committee reviewed and recommended remuneration packages for executive Directors and senior management[95] Share Capital and Ownership - As of December 31, 2025, Ms. Li Xia holds 804,159,697 shares, representing 41.29% of the company's issued share capital[181] - Mr. Chen Yin holds 149,455,740 shares, accounting for 7.67% of the company's issued share capital[181] - CK Hutchison Holdings Limited has an interest in 143,233,151 shares, which is 7.35% of the company's issued share capital[187] - Ocean Expert Investments Limited, wholly owned by Ms. Li Xia, is a beneficial owner of 804,159,697 shares[195] - Flourish Zone Limited, wholly owned by Mr. Chen Yin, is a beneficial owner of 149,455,740 shares[195] Risk Management - The internal control and accounting systems are designed to provide reasonable assurance that material assets are protected and significant risks are identified and monitored[128] - The Audit Committee is satisfied with the effectiveness of the internal control system based on assessments made by the Board and senior management[122] - The management team is responsible for implementing and reviewing the internal control systems and procedures[119]

香港交易及結算所有限公司及香港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份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。 YU TAK INTERNATIONAL HOLDINGS LIMITED 御德國際控股有限公司 御德國際控股有限公司（「本公司」）董事會（「董事會」）茲宣佈，將於二零二六年三月三十 一日 (星期二）舉行董事會會議，旨在（除其他事項外）審議及批准本公司及其附屬公司截 至二零二五年十二月三十一日止年度之綜合年度業績， 並審議末期股息之建議（如有）。 承董事會命 御德國際控股有限公司 莊瑞賓 董事會主席 香港，二零二六年 三月二十三 日 於本公告日期，董事會由三名執行董事莊瑞賓先生、李霞女士及陳寅先生以及三名獨立 非執 行董事潘漢彥先生、鲍曼曼女士及林菲菲女士組成。 本公告乃遵照香港聯合交易所有限公司 GEM 證券上市規則的規定而提供有關本公司之資 料。本公司董事願就本公告所載資料共同及個別承擔全部責任。各董事在作出一切合理 查詢 後，確認就其所知及所信：－(1)本公告所載資料在各重要方面均屬準確完備，沒有 誤導 ...

香港交易及結算所有限公司及香港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份內容而產生 或因倚賴該等內容而引致之任何損失承擔任何責任。 茲提述本公司日期為二零二四年七月十六日、二零二四年七月十九日、二零二四年七月 二十九日及二零二四年八月八日之公告，內容有關（其中包括）於附屬公司之實益權益及 罷免附屬公司董事；本公司日期為二零二五年三月六日及二零二五年四月一日之公告， 內容有關（其中包括）延遲刊發截至二零二四年十二月三十一日止年度之全年業績；及本 公司日期為二零二五年六月十三日、二零二五年六月二十三日、二零二五年九月十六日 及二零二五年十二月二十三日之公告，內容有關（其中包括）聯交所向本公司發出之復牌 指引及本公司復牌進度更新。 鑒於上述情況，本公司董事（「董事」）會（「董事會」）已委聘獨立法證調查員就本集團IT業 務中對產生收益之附屬公司失去控制權（「事件」）進行獨立法證會計審閱。 法證審閱 本公司已委聘滙益專業諮詢服務有限公司（「獨立法證調查員」）擔任其獨立法證調查員， 就事件進行全面審閱（「法證審閱」），並就有關調查結果發出報告（「法證 ...

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份內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 YU TAK INTERNATIONAL HOLDINGS LIMITED 御德國際控股有限公司 （於百慕達註冊成立之有限公司） （股份代號：08048） 內部控制審查之主要調查結果 本公告乃由御德國際控股有限公司（「本公司」，連同其附屬公司統稱「本集團」）根據香港 聯合交易所有限公司（「聯交所」）GEM證券上市規則（「GEM上市規則」）第17.10條及香港 法例第571章證券及期貨條例第XIVA部之內幕消息條文（定義見GEM上市規則）而作出。 茲提述本公司日期為二零二四年七月十六日、二零二四年七月十九日、二零二四年七月 二十九日及二零二四年八月八日之公告，內容有關（其中包括）於附屬公司之實益權益及 罷免附屬公司董事；本公司日期為二零二五年三月六日及二零二五年四月一日之公告， 內容有關（其中包括）延遲刊發截至二零二四年十二月三十一日止年度之全年業績；及本 公司日期為二零二五年六月十三日、二零二五年六月二十 ...

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 截至月份: 2026年2月28日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 御德國際控股有限公司 呈交日期: 2026年3月5日 I. 法定/註冊股本變動 | 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) | 08048 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 5,000,000,000 | HKD | | 0.1 | HKD | | 500,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 5,000,000,000 | HKD | | 0.1 | HKD | | 500,000,000 | 本月底法定/註冊股本 ...

Financial Performance - Revenue for the six months ended June 30, 2025, was HK$4,160,000, a decrease of 4.1% compared to HK$4,337,000 in the same period of 2024[10] - Loss before income tax for the period was HK$1,229,000, significantly improved from a loss of HK$6,812,000 in the prior year, representing an 82.0% reduction[10] - Loss attributable to owners of the Company was HK$1,049,000, compared to HK$6,267,000 in the same period last year, indicating a 83.2% improvement[12] - Total comprehensive loss for the period was HK$1,229,000, down from HK$6,812,000 in the previous year, reflecting a 82.0% decrease[11] - The Company reported a basic loss per share of HK$0.05 for the period, compared to HK$0.32 in the same period last year[12] - For the six months ended June 30, 2025, the Group reported a total revenue of HK$4,160,000, a decrease of 4% compared to HK$4,337,000 in the same period of 2024[31] - The Group incurred a loss before income tax of HK$1,229,000 for the six months ended June 30, 2025, compared to a loss of HK$6,812,000 in the same period of 2024, indicating an improvement[21] - The basic and diluted loss per share for the six months ended June 30, 2025, was HK$0.00063, based on a loss of HK$1,229,000 attributable to owners of the Company[46] - Total turnover for the Group was HK$4,160,000, slightly down from HK$4,377,000 in the previous year[62] Assets and Liabilities - Non-current assets as of June 30, 2025, amounted to HK$3,572,000, a decrease from HK$3,956,000 as of December 31, 2024[14] - Current assets totaled HK$43,948,000 as of June 30, 2025, down from HK$45,229,000 at the end of 2024[14] - Net current assets were HK$16,181,000, a decrease from HK$17,886,000 as of December 31, 2024[14] - Total equity as of June 30, 2025, was HK$18,925,000, down from HK$20,154,000 at the end of 2024[16] - Trade receivables as of June 30, 2025, were HK$1,329,000, down from HK$1,431,000 as of December 31, 2024, with an expected credit loss allowance of HK$487,000[53] - Total group liabilities decreased slightly from HK$29,031,000 as of December 31, 2024, to HK$28,595,000 as of June 30, 2025[39] Cash Flow - Net cash flows used in operating activities were HK$284,000 for the period, a significant recovery from a net cash outflow of HK$82,000 in the previous year[21] - Cash and cash equivalents at the end of the period were HK$556,000, a decrease from HK$20,137,000 at the end of June 2024[21] - As of June 30, 2025, cash and cash equivalents were HK$556,000, a decrease from HK$20,137,000 at the end of 2024[63] - The Group's gearing ratio was zero as cash and cash equivalents exceeded total debt[63] Business Operations - The Company has not reported any new product launches or significant market expansion strategies during this period[10] - The Group's revenue from enterprise software products and professional services was nil for the current period, indicating a shift in focus towards other product lines[31] - The Group's operations are primarily based in Hong Kong and the People's Republic of China, focusing on enterprise software development, systems integration, and gold and jewellery product sales[22] - The Group's sales of gold and jewellery products primarily consist of cash and credit card sales to retail customers, with credit terms of 0-60 days for franchisees[54] - The Group's jewellery products business recorded a turnover of HK$1,324,000, while rehabilitation products sales amounted to HK$2,836,000 for the six months ended 30 June 2025[65] Market Conditions - In 1H 2025, the gold jewellery market faced challenges due to a sharp rise in gold prices from US$2,630 to US$3,270 per ounce, leading to decreased consumer purchasing[82] - By the end of 2025, gold prices increased to US$4,325 per ounce and reached an all-time high of US$4,888 per ounce in January 2026, prompting a shift towards investment products like gold bars and coins[82] - The rehabilitation products market in China experienced strong growth in 2025, driven by an aging population and increasing demand for rehabilitation equipment and home-care devices[83] - The Chinese economy grew by 5.5% in the first half of 2025, surpassing expectations, with an overall GDP target of about 5% for the year[81] - China's GDP growth rate for 1H 2025 was 5.5%, surpassing the expected 5%, with an overall annual growth projected at around 5%[84] Corporate Governance - The company is committed to good corporate governance practices, essential for growth and safeguarding shareholders' interests[91] - The company complied with the Corporate Governance Code during the year ended December 31, 2024, except where otherwise stated[92] - The resignation of two Independent Non-executive Directors on April 30, 2025, led to non-compliance with certain governance requirements[93] - The audit committee reviewed the condensed financial statements for the six months ended June 30, 2025, and confirmed compliance with applicable accounting standards and adequate disclosures[99] - The company appointed Ms. Bao Manman and Ms. Lin Feifei as independent non-executive directors on December 16, 2025, restoring compliance with GEM Listing Rules[94] - The audit committee consists of three independent non-executive directors, including Mr. Poon Hon Yin as chairman[96] - The company has not purchased, sold, or redeemed any of its listed securities during the review period[108] - All directors confirmed compliance with the required standard of dealings regarding securities transactions throughout the six months ended June 30, 2025[104] - There were no interests in competing businesses from directors or management shareholders that could cause significant competition with the group's business[105] - The remuneration committee was established on May 10, 2005, and currently includes Mr. Poon Hon Yin, Ms. Lin Feifei, and Ms. Li Xia[100] - The nomination committee was established on March 21, 2012, and includes Mr. Poon Hon Yin, Ms. Bao Manman, and Ms. Li Xia[103] - The company adopted a code of conduct for directors' securities transactions based on GEM Listing Rules[104] - The audit committee agreed with auditors on the deconsolidation of subsidiaries without full controls, finding no issues of non-compliance with accounting standards[98] Shareholding Structure - As of June 30, 2025, Ocean Expert Investments Limited, owned by Ms. Li Xia, held 804,159,697 shares, representing 41.29% of the company's issued share capital[90] - Mr. Chen Yin, through Flourish Zone Limited, held 149,455,740 shares, accounting for 7.67% of the issued share capital[90] - CK Hutchison Holdings Limited was reported to have an interest in 143,233,151 shares, representing 7.35% of the company's issued share capital[90]

Financial Performance - Revenue for the six months ended June 30, 2025, was HK$4,160,000, a decrease of 4.1% compared to HK$4,337,000 for the same period in 2024[13] - Loss before income tax for the period was HK$1,229,000, significantly improved from a loss of HK$6,812,000 in the previous year, representing an 82.0% reduction[13] - Total comprehensive loss for the period was HK$1,229,000, compared to HK$6,812,000 in the same period last year, indicating a substantial improvement[15] - Basic and diluted loss per share attributable to owners of the Company was HK$0.05, down from HK$0.32 in the previous year, reflecting a 84.4% improvement[15] - The Group incurred a loss before income tax of HK$1,229,000, significantly improved from a loss of HK$6,812,000 in the prior year[24] - The group reported a loss attributable to owners of the Company of HK$1,229,000 for the six months ended June 30, 2025, compared to a loss of HK$6,267,000 for the same period in 2024[49] - The Group's loss attributable to owners for the six months ended 30 June 2025 was HK$1,049,000, a significant improvement from HK$6,267,000 in the same period of 2024[65] Assets and Liabilities - Non-current assets increased to HK$3,572,000 as of June 30, 2025, compared to HK$3,956,000 at the end of 2024[17] - Current assets decreased to HK$43,948,000 from HK$45,229,000 at the end of 2024, a decline of 2.8%[17] - Net current assets were HK$16,181,000, down from HK$17,886,000 at the end of 2024, indicating a decrease of 9.5%[17] - Total equity attributable to owners of the Company decreased to HK$18,929,000 as of June 30, 2025, down from HK$19,978,000 at the end of 2024[21] - The Group's cash and cash equivalents at the end of the period were HK$556,000, a decrease from HK$20,137,000 at the end of the previous period[24] - The Group's accumulated losses increased to HK$380,422,000 as of June 30, 2025, compared to HK$379,373,000 at the end of 2024[21] - The group’s total liabilities as of June 30, 2025, were HK$28,595,000, a decrease from HK$29,031,000 as of December 31, 2024[42] Revenue Streams - Sales of gold and jewellery products amounted to HK$1,324,000, while sales of rehabilitation products increased to HK$2,836,000 from HK$1,624,000 in 2024[34] - Revenue from jewellery products amounted to HK$1,324,000 for the first half of 2025, compared to HK$0 in 2024, marking a new revenue stream[68] - Revenue from rehabilitation products increased to HK$2,836,000 in 2025, up from HK$1,624,000 in 2024, representing a growth of approximately 75%[68] Corporate Governance - The Company has complied with the Corporate Governance Code during the year ended December 31, 2024, except where otherwise stated[95] - The resignation of two Independent Non-executive Directors on April 30, 2025, led to non-compliance with certain GEM Listing Rules regarding board composition[96] - The audit committee reviewed the condensed financial statements for the six months ended June 30, 2025, and confirmed compliance with applicable accounting standards and adequate disclosures[102] - The company resumed compliance with GEM Listing Rules following the appointment of Ms. Bao Manman and Ms. Lin Feifei as independent non-executive directors on December 16, 2025[98] - The audit committee consists of three independent non-executive directors, including Mr. Poon Hon Yin as chairman[99] - All directors confirmed compliance with the required standard of dealings regarding securities transactions throughout the six months ended June 30, 2025[107] - The company is committed to establishing good corporate governance practices to protect shareholder interests and assets[98] Market Conditions - In 1H 2025, the gold jewellery market faced challenges due to a sharp rise in gold prices from US$2,630 to US$3,270 per ounce, leading to decreased consumer purchasing willingness[85] - By the end of 2025, gold prices increased to US$4,325 per ounce and reached an all-time high of US$4,888 per ounce in January 2026, prompting a shift towards investment products like gold bars and coins[85] - The rehabilitation products market in China experienced strong growth in 2025, driven by an aging population and increasing demand for rehabilitation equipment and home-care devices[86] - The Chinese economy grew by 5.5% in the first half of 2025, surpassing the expected growth of 5%[84] - China's GDP growth rate for 1H 2025 was 5.5%, surpassing the expected 5%, with an overall annual growth projected at around 5%[87] Shareholder Information - As of June 30, 2025, Ocean Expert Investments Limited, wholly owned by Ms. Li Xia, held 804,159,697 shares, representing 41.29% of the issued share capital of the Company[93] - Mr. Chen Yin, through Flourish Zone Limited, held 149,455,740 shares, accounting for 7.67% of the issued share capital[93] - CK Hutchison Holdings Limited was deemed to have an interest in 143,233,151 shares, representing 7.35% of the issued share capital[93] - The number of issued share capital remained unchanged at 194,769,000 shares as of 30 June 2025[64] Accounting and Reporting - The Group adopted new accounting standards effective January 1, 2025, with no material impact on the financial results[27] - The Group's financial statements for subsidiaries without full control were included up to 31 March 2024 due to loss of control following the removal of directors[79] - The total comprehensive expense for the subsidiary without full controls for the six months ended 30 June 2024 was HK$134,000[83] - The audit committee agreed with auditors on the deconsolidation of subsidiaries without full controls, finding it acceptable for reporting purposes[101] - The company has not purchased, sold, or redeemed any of its listed securities during the six-month review period[111]

Yu Tak International Holdings Limited 御德國際控股有限公司 (Incorporated in Bermuda with limited liability 於百慕達註冊成立之有限公司) Stock Code 股份代號：8048 2024 ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT 環境、社會及管治報告 Yu Tak International Holdings Limited 御德國際控股有限公司 Environmental, Social and Governance Report 2023 環境、社會及管治報告 2023 Yu Tak International Holdings Limited 御德國際控股有限公司 CONTENTS 目錄 二零二三年環境、社會及管治報告 御德國際控股有限公司 2 2 INTRODUCTION 緒言 2 BOARD STATEMENT 董事會致辭 4 ESG MANAGEMENT APPROACH ESG管理方法 4 SCOPE OF REPORTING 報告範圍 5 REPORTING F ...

Economic Performance - In 2024, China's economy achieved a growth target of 5%, while the gold and jewelry market showed mixed performance, with jewelry sales weakened due to rising gold prices and sluggish consumer demand [17]. - China's economy is projected to grow by about 5% in 2025, influenced by high-tech and green product exports, but facing challenges from weak domestic demand and ongoing trade tensions [50]. - Gold prices surged to over US$4,300 per ounce by the end of 2025, which may negatively impact the gold jewelry market performance [50]. - The luxury goods market contracted by approximately 18% in 2024, impacting jewellery sales significantly [28][31]. Financial Performance - For the year ended December 31, 2024, the Group's loss attributable to owners amounted to HK$54,765,000, a significant increase from HK$12,405,000 in 2023 due to losses from deconsolidation of subsidiaries [25]. - Revenue from continuing operations for the year was HK$7,248,000, down from HK$11,328,000 in 2023, with gold and jewellery sales decreasing by 36% to HK$4,132,000 [25][30]. - Revenue from rehabilitation products fell by 36% to HK$3,116,000 from HK$4,871,000 in 2023, attributed to undelivered contracts by year-end [29][30]. - Revenue from the jewelry segment was HK$4,132,000 for the year ended December 31, 2024, down from HK$6,457,000 in 2023, representing a decline of approximately 36% [48]. - Revenue from the rehabilitation products segment was HK$3,116,000 for the year ended December 31, 2024, down from HK$4,871,000 in 2023, indicating a decrease of about 36% [48]. - The Group's cash and bank balances as of December 31, 2024, were HK$272,000, a decrease from HK$21,031,000 in 2023, following the derecognition of approximately HK$17,504,000 due to deconsolidation [33][37]. - The IT segment's deconsolidation resulted in a loss of HK$46,392,000 for the year [32][36]. - As of December 31, 2024, the Group had no capital commitments, compared to HK$2,550,000 in 2023 [42][46]. - The Group's financial results for the year ended December 31, 2024, are detailed in the consolidated financial statements on pages 49 to 52, with no dividend recommended for the year (2023: Nil) [146]. Corporate Governance - The Company has complied with the Corporate Governance Code during the year ended December 31, 2024, except where otherwise stated [56]. - The Board meets at least four times a year to review financial and operating performance and discuss the Group's direction and strategy [64]. - The executive Directors meet every two weeks to review the company's business pipeline and performance of business units [68]. - The Audit Committee reviewed the Group's unaudited quarterly and interim results and audited annual results for the year ended December 31, 2024, confirming compliance with applicable accounting standards and adequate disclosures [88]. - The roles of chairman and chief executive officer are held by Mr. Chong Shui Pan since December 2023, ensuring a balance of power and authority within the Company [81]. - The Company has arranged appropriate liability insurance for Directors, with coverage reviewed annually to mitigate risk exposure from corporate activities [79]. - All independent non-executive Directors confirmed their independence annually, in compliance with GEM Listing Rules [74]. - The Audit Committee's principal duties include reviewing and supervising the financial reporting process, internal control procedures, and risk management systems [87]. - Continuous professional development activities were undertaken by all Directors to ensure their contributions remain informed and relevant [76]. - The Audit Committee's revised terms of reference were adopted in accordance with GEM Listing Rules, enhancing governance practices [83]. - The Company Secretary assists in preparing meeting agendas and minutes, ensuring transparency and accountability in Board meetings [73]. - The Audit Committee is currently comprised of independent non-executive Directors, ensuring unbiased oversight of financial practices [83]. - The Company reviewed and approved the audit fee and recommended the re-appointment of Grant Thornton Hong Kong Limited as auditor, subject to shareholders' approval at the annual general meeting [92]. - The Remuneration Committee reviewed and recommended the remuneration packages for executive Directors and senior management, as well as the Directors' fees for independent non-executive Directors [97]. - The Nomination Committee reviewed the structure, size, and composition of the Board to ensure a balance of expertise, skills, and experience appropriate for the Company's business requirements [100]. - The Board comprises six directors, with three being independent non-executive directors, promoting critical review and control of the management process [107]. - The Company adopted a code of conduct regarding securities transactions by Directors, confirming compliance with the required standards throughout the year ended 31 December 2024 [112]. - The Directors acknowledged their responsibility for preparing the Company's financial statements for the year ended 31 December 2024, ensuring compliance with relevant laws and disclosure provisions [113]. - The Group appointed Prism Hong Kong Limited as the external auditor, with their reporting responsibilities detailed in the Independent Auditor's Report [114]. - For the year ended December 31, 2024, the auditors provided annual audit services for HK$1,100,000, compared to HK$1,220,000 for the previous year [118]. - The Board is responsible for the ongoing review of the effectiveness of the Group's risk management and internal control systems [119]. - The internal control and accounting systems are designed to provide reasonable assurance that significant assets are protected and business risks are identified and monitored [130]. - The Audit Committee is satisfied with the effectiveness of the internal control system based on assessments made by the Board and senior management [124]. Shareholder Information - The 2025 Annual General Meeting is scheduled for May 14, 2026, with further information to be dispatched to shareholders [131]. - Shareholders holding at least one-tenth of the paid-up capital have the right to requisition an extraordinary general meeting [132]. - The Company has established various communication channels with shareholders, including general meetings and the publication of reports on its website [138]. - The Company has implemented guidelines for monitoring and disclosing inside information to ensure compliance with confidentiality requirements [139]. - The Directors who will retire by rotation at the forthcoming annual general meeting include Mr. Chan Yan, Mr. Poon Hon Yin, Ms. Bao Manman, and Ms. Lin Feifei [168]. - The aggregate turnover from the Group's five largest customers accounted for approximately 91% of the Group's total turnover, with the largest customer contributing about 57% [193]. - The total purchases from the Group's five largest suppliers represented approximately 91% of the Group's total purchases, with the largest supplier accounting for around 80% [193]. - Ms. Li Xia holds 804,159,697 shares, representing 41.29% of the issued share capital of the Company [184]. - Mr. Chen Yin holds 149,455,740 shares, which is 7.67% of the issued share capital of the Company [184]. - CK Hutchison Holdings Limited has an interest in 143,233,151 shares, equating to 7.35% of the Company's issued share capital [190]. - No Directors or their associates had any interests in the major suppliers or customers during the year [194]. - The Company has not been notified of any other interests or short positions in the issued share capital as of December 31, 2024 [192]. - There were no arrangements enabling Directors to acquire benefits through shares or debentures of the Company during the year [199]. - The Company did not enter into any management or administrative contracts for its overall business during the year [180]. - There were no significant transactions or arrangements involving Directors or their associates with the Company during the year [200]. Operational Insights - The Rehabilitation products segment, established in recent years, performed in line with expectations, with hospitals in China increasingly adopting smart, patient-centered rehabilitation designs [17]. - The Group anticipates further performance improvement in the Rehabilitation products segment in 2025, given its position as one of the few market players in Guangdong [17]. - The Board anticipates that sales from the rehabilitation products segment will outperform other segments due to increased government investment in healthcare infrastructure [51]. - The Board may consider acquiring other IT businesses through equity investments or joint ventures, depending on the recovery of the IT segment [52]. - The Company has no management contracts concerning the administration of its business during the year [174]. - The Company is committed to enhancing governance, promoting employee benefits, and achieving sustainable growth while complying with relevant laws and regulations [148]. - The Directors' remuneration policy is reviewed by the Remuneration Committee, considering the Group's operating results and market practices [171]. - As of December 31, 2024, the Group had 30 employees, a reduction from 56 employees in 2023, reflecting a decrease of approximately 46% [49].