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: 2025年9月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 思博系統控股有限公司 呈交日期: 2025年10月2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) | 08319 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | 本月底法定 ...

香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）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。 EXPERT SYSTEMS HOLDINGS LIMITED 思博系統控股有限公司 思博系統控股有限公司 (於開曼群島註冊成立的有限公司) (股份代號：8319) 於2025年9月16日舉行之 股東週年大會的表決結果 年大會的表決結果 承董事會命 思博系統控股有限公司 (「本公司」)於2025年9月16日舉行之股東週年大會(「股東週年大 會」)上，所有列載於2025年7月25日的股東週年大會通告內的決議案均以一股一票方式進 行投票表決。投票表決結果如下﹕ | | 普通決議案 | 票數 (%) | | | --- | --- | --- | --- | | | | 贊成 | 反對 | | 1. | 省覽、審議及採納本公司截至2025年3月31日止 | 603,905,550 | 1,250 | | | 年 度 的 經 審 核 綜 合 財 務 報 表 及 本 公 司 董 事 | (99.99% ...

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: 2025年8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 思博系統控股有限公司 呈交日期: 2025年9月2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) | 08319 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | 本月底法定/ ...

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: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 思博系統控股有限公司 呈交日期: 2025年8月4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) | 08319 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 HKD | | | 100,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 HKD | | | 100,000,000 | 本月底法定/ ...

[Company Information](index=4&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) [Board of Directors and Committee Composition](index=4&type=section&id=2.1%20%E8%91%A3%E4%BA%8B%E6%9C%83%E5%8F%8A%E5%A7%94%E5%93%A1%E6%9C%83%E7%B5%84%E6%88%90) This section outlines the company's board composition, including executive, non-executive, and independent non-executive directors, along with its committees and auditor - The Board of Directors includes **Mr. Wong Chu Ki** (Chairman and Non-executive Director), **Mr. Lau Wai Kwok** (CEO and Executive Director), other executive directors, non-executive directors, and independent non-executive directors[6](index=6&type=chunk) - The company has an Audit Committee (Chairman: **Mr. Au Yu Chiu**), Remuneration Committee (Chairman: **Mr. Ko Man Fu**), Nomination Committee (Chairman: **Mr. Mak Wai Sing**), and Corporate Governance Committee (Chairman: **Mr. Chan Kin Mei**)[6](index=6&type=chunk) - **PricewaterhouseCoopers** is the company's auditor[6](index=6&type=chunk) [Registration and Contact Information](index=4&type=section&id=2.2%20%E6%B3%A8%E5%86%8C%E5%8F%8A%E8%81%AF%E7%B3%BB%E4%BF%A1%E6%81%AF) Key contact information is provided, including the registered office, Hong Kong principal place of business, main bank, GEM stock code, and company website - The company's registered office is in the Cayman Islands, with its headquarters and principal place of business in Hong Kong at 22/F, Yuen Shing Centre, 64 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong[8](index=8&type=chunk) - The company's principal bankers are **China Construction Bank (Asia) Corporation Limited**[8](index=8&type=chunk) - The GEM stock code is **8319**, and the company website is **www.expertsystems.com.hk**[8](index=8&type=chunk) [Executive Summary](index=6&type=section&id=%E6%91%98%E8%A6%81) [FY2025 Financial Highlights](index=6&type=section&id=3.1%202025%E8%B4%A2%E5%B9%B4%E8%B4%A2%E5%8A%A1%E4%BA%AE%E7%82%B9) FY2025 revenue decreased 9.1% to HKD 900.7 million, with profit attributable to owners down 9.2% to HKD 14.0 million; gross profit margin improved to 16.7% amid investments in AI R&D and NOC/SOC FY2025 Key Financial Data (Year-on-Year) | Metric | 2025 (million HKD) | 2024 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 900.7 | 991.0 | -9.1% | | Gross Profit | 150.7 | 152.7 | -1.3% | | Gross Profit Margin | 16.7% | 15.4% | +1.3 pp | | Profit Attributable to Owners of the Company | 14.0 | 15.4 | -9.2% | | Basic Earnings Per Share | 1.74 HK cents | 1.91 HK cents | -8.9% | - Total operating expenses were approximately **HKD 132.2 million**, with **HKD 8.3 million** invested in generative AI R&D and establishing a Network and Security Operations Center (NOC/SOC), reflecting the company's commitment to technological innovation for future growth[10](index=10&type=chunk) [Chairman's Statement](index=7&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A) [FY2025 Performance and Strategic Direction](index=7&type=section&id=4.1%202025%E8%B4%A2%E5%B9%B4%E4%B8%9A%E7%BB%A9%E4%B8%8E%E7%AD%96%E7%95%A5%E6%96%B9%E5%90%91) The Chairman's Statement highlights challenging FY2025 results with decreased revenue and profit, yet emphasizes continued investment in AI and cybersecurity, strong margins, and a proposed final dividend FY2025 Key Financial Data | Metric | 2025 (million HKD) | 2024 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 900.7 | 991.0 | -9.1% | | Profit Attributable to Owners of the Company | 14.0 | 15.4 | -9.2% | | Basic Earnings Per Share | 1.74 HK cents | 1.91 HK cents | -8.9% | - The Board proposed a final dividend of **HKD 0.75 cents per ordinary share** for FY2025 (FY2024: HKD 0.82 cents), totaling **HKD 6,025,000** (FY2024: HKD 6,587,000)[12](index=12&type=chunk) - The company continues to advance its vision of becoming a leading regional provider of advanced technology solutions, making progress in **AI and cybersecurity infrastructure investments**[12](index=12&type=chunk) [Strategic Technology Investments and Market Expansion](index=7&type=section&id=4.2%20%E6%88%98%E7%95%A5%E6%80%A7%E6%8A%80%E6%9C%AF%E6%8A%95%E8%B5%84%E4%B8%8E%E5%B8%82%E5%9C%BA%E6%8B%93%E5%B1%95) The company advanced AI capabilities and cybersecurity infrastructure, developing proprietary AI applications and establishing NOC/SOC, while expanding market presence in Hong Kong, Greater Bay Area, and Southeast Asia - Significant progress has been made in integrating AI into various services, developing proprietary AI applications that have brought substantial benefits to clients across multiple sectors[13](index=13&type=chunk) - Successful establishment of the **Network Operations Center (NOC)** and **Security Operations Center (SOC)** has significantly enhanced enterprise-grade cybersecurity protection and network management service capabilities[14](index=14&type=chunk) - Maintaining a strong presence in **Hong Kong and the Greater Bay Area**, the company is actively expanding into **Southeast Asian markets**, creating a balanced geographical footprint to capture new opportunities[15](index=15&type=chunk) [Outlook and Stakeholder Commitment](index=8&type=section&id=4.3%20%E5%B1%95%E6%9C%9B%E4%B8%8E%E6%8C%81%E4%BB%BD%E8%80%85%E6%89%BF%E8%AF%BA) The company maintains cautious optimism, prioritizing innovation for long-term success, committed to sustainable shareholder value, partner collaboration, customer innovation, and employee recognition, with a long-term goal of main board listing and strong ESG focus - The company firmly believes that investing in **innovative technologies** is crucial for its long-term success, driving progress, seizing new opportunities, and enhancing its competitive position[18](index=18&type=chunk) - Transitioning to the Main Board of the Stock Exchange remains a long-term goal, with current priorities focused on building a robust and scalable business, maintaining a strong corporate governance framework, and creating long-term shareholder value[18](index=18&type=chunk) - Committed to sustainable and responsible business practices, the company integrates **Environmental, Social, and Governance (ESG)** considerations into its operations and maintains a strong ESG track record[19](index=19&type=chunk) [Management Discussion and Analysis](index=9&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) [Business Review and Operating Environment](index=9&type=section&id=5.1%20%E4%B8%9A%E5%8A%A1%E5%9B%9E%E9%A1%B5%E5%8F%8A%E5%95%86%E4%B8%9A%E7%8E%AF%E5%A2%83) The Group provides IT infrastructure solutions, managed services, and AI products in Asia Pacific, anticipating continued challenging business conditions due to geopolitical tensions, economic slowdown, and high interest rates impacting revenue and costs - The Group primarily engages in providing **IT infrastructure solutions**, **IT infrastructure managed services**, and developing and offering **AI products and solutions** to enterprise and institutional clients in the Asia Pacific region[21](index=21&type=chunk) - The medium-to-short-term business environment is expected to remain challenging due to **Sino-US geopolitical tensions**, **economic slowdown in mainland China and Hong Kong**, and a **high interest rate environment**, potentially impacting revenue and cost structures[22](index=22&type=chunk) [Strategic Response and Core Business Development](index=9&type=section&id=5.2%20%E7%AD%96%E7%95%A5%E5%9B%9E%E5%BA%94%E4%B8%8E%E6%A0%B8%E5%BF%83%E4%B8%9A%E5%8A%A1%E5%8F%91%E5%B1%95) The Group adopted flexible strategies to enhance gross margin through product optimization and cost management, prioritizing cybersecurity, AI, and managed services, while developing GenAI products and expanding NOC/SOC capabilities - Gross profit margin has steadily improved through **product portfolio optimization** and **efficient cost management**[23](index=23&type=chunk) - Resources are strategically prioritized towards three high-growth potential product lines: (i) **Cybersecurity**, (ii) **Automation and Artificial Intelligence (AI)**, and (iii) **Managed Services**[23](index=23&type=chunk)[24](index=24&type=chunk) - In IT infrastructure solutions, the focus is on providing **one-stop cybersecurity services** and **generative AI (GenAI) application solutions**, covering end-to-end services from infrastructure to applications[25](index=25&type=chunk) - For IT infrastructure managed services, key initiatives include establishing **AI-driven Network Operations Centers (NOC)** and **Security Operations Centers (SOC)**, and completing the expansion and relocation of the Guangzhou service desk[26](index=26&type=chunk) - The AI business continues to deepen its GenAI strategy, successfully developing the **ChatSeries GenAI product line** based on Large Language Models (LLMs), and has secured customer orders[27](index=27&type=chunk) [Growth and Investment Strategy and Conclusion](index=11&type=section&id=5.3%20%E5%A2%9E%E9%95%BF%E4%B8%8E%E6%8A%95%E8%B5%84%E7%AD%96%E7%95%A5%E5%8F%8A%E6%80%BB%E7%BB%93) Technological innovation remains a core strategy, with recent investments in AI and service centers; the Group plans a 'steady progress' approach, optimizing costs and increasing R&D in IT solutions, managed services, and AI to drive digital transformation and shareholder value - **Technological innovation** is a long-term core development strategy for the Group, with continuous increased investment in technology, including the establishment of AI company Expert Smart in 2022, expansion of the Kuala Lumpur service center, and the official launch of the Network and Security Operations Center (NOC/SOC) in April 2025[28](index=28&type=chunk) - The Group will adopt a **'steady progress' strategy**: prudently optimizing cost structures to enhance risk resilience, while increasing investment in innovation and R&D, focusing on three core businesses: **IT infrastructure solutions, managed services, and AI**[29](index=29&type=chunk) [Financial Review](index=12&type=section&id=5.4%20%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%B5) FY2025 revenue decreased 9.1% to HKD 900.7 million, with profit attributable to owners down 9.2% to HKD 14.0 million; gross margin improved to 16.7% due to product mix and cost control, despite increased operating and finance costs FY2025 Key Financial Metrics Change | Metric | 2025 (million HKD) | 2024 (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 900.7 | 991.0 | -9.1% | | Gross Profit | 150.7 | 152.7 | -1.3% | | Gross Profit Margin | 16.7% | 15.4% | +1.3 pp | | Other Income and Net Gains | 7.7 | 6.2 | +24.1% | | Total Operating Expenses | 132.2 | 129.4 | +2.1% | | Technology and Innovation Investment | 8.3 | 7.0 | +18.5% | | Finance Costs | 6.7 | 6.4 | +4.5% | | Income Tax Expense | 4.8 | 5.8 | -16.2% | | Profit Attributable to Owners of the Company | 14.0 | 15.4 | -9.2% | | Basic Earnings Per Share | 1.74 HK cents | 1.91 HK cents | -8.9% | [Liquidity, Financial Resources, and Other Financial Information](index=13&type=section&id=5.5%20%E6%B5%81%E5%8A%A8%E8%B5%84%E9%87%91%E3%80%81%E8%B4%A2%E5%8A%A1%E8%B5%84%E6%BA%90%E5%8F%8A%E5%85%B6%E4%BB%96%E8%B4%A2%E5%8A%A1%E4%BF%A1%E6%81%AF) As of March 31, 2025, the company held HKD 245.1 million in cash, with a capital gearing ratio of 0.46, no major investments or contingent liabilities, and managed currency risks, employing 1,006 staff with total costs of HKD 240.0 million FY2025 Liquidity and Financial Resources | Metric | March 31, 2025 (million HKD) | March 31, 2024 (million HKD) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 245.1 | 218.9 | | Bank Facilities Granted | 10.0 | 10.0 | | Bank Facilities Utilized | 1.5 | 3.5 | | Capital Gearing Ratio | 0.46 | 0.43 | - The Group has no other plans for **significant investments or capital assets**, nor were there any **major acquisitions or disposals of subsidiaries or associates** during the reporting year, and **no significant contingent liabilities**[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk) - The Group's sales and cost transactions are primarily denominated in **HKD, USD, and RMB**, exposing it to **foreign exchange risk** from currency fluctuations, which is actively monitored[45](index=45&type=chunk) - As of March 31, 2025, the Group employed a total of **1,006 staff**, with total staff costs (including directors' emoluments) of approximately **HKD 240.0 million**[47](index=47&type=chunk) [Biographies of Directors and Senior Management](index=15&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E9%AB%98%E7%B4%9A%E7%AE%A1%E7%90%86%E5%B1%A4%E5%B1%A5%E5%8E%86%E8%A9%B3%E6%83%85) [Biographies of Board Members](index=15&type=section&id=6.1%20%E8%91%A3%E4%BA%8B%E4%BC%9A%E6%88%90%E5%91%98%E5%B1%A5%E5%8E%86) This section details the biographies of the Board of Directors, including the Chairman, CEO, executive, non-executive, and independent non-executive directors, highlighting their extensive experience across IT, finance, legal, and management fields - **Mr. Wong Chu Ki** (Chairman and Non-executive Director) has over **39 years of experience** in the IT industry, leading the Board and advising on business strategy[48](index=48&type=chunk)[49](index=49&type=chunk) - **Mr. Lau Wai Kwok** (Chief Executive Officer and Executive Director) has extensive experience in the IT and telecommunications industries, overseeing the Group's business, corporate strategy, and daily operations[50](index=50&type=chunk)[51](index=51&type=chunk) - **Mr. Chan Kin Mei** (Executive Director) has approximately **34 years of experience** in accounting, finance, and human resources; **Ms. Lau Tsz Yan** (Executive Director) has over **27 years of experience** in IT infrastructure solution sales and promotion; **Mr. So Cheuk Wah** (Executive Director) has over **25 years of experience** in the IT industry[52](index=52&type=chunk)[53](index=53&type=chunk) - **Mr. Chu Siu Sum** (Non-executive Director) has over **39 years of experience** in the IT industry, assisting the Group with strategic planning[54](index=54&type=chunk)[55](index=55&type=chunk) - Independent Non-executive Directors **Mr. Au Yu Chiu** (accounting and finance), **Mr. Ko Man Fu** (legal), and **Mr. Mak Wai Sing** (trading business) each possess over **35 years of professional experience**, providing independent judgment[56](index=56&type=chunk)[57](index=57&type=chunk)[58](index=58&type=chunk) [Biographies of Senior Management](index=18&type=section&id=6.2%20%E9%AB%98%E7%BA%A7%E7%AE%A1%E7%90%86%E5%B1%82%E5%B1%A5%E5%8E%86) This section presents the biographies of senior management, including the General Manager of Business Development, Financial Controller, and General Manager of Finance, highlighting their extensive experience crucial to the company's operations and financial management - **Mr. Yan Tsz Yin** (General Manager of Business Development) has approximately **26 years of experience** in IT solution and service sales and marketing[59](index=59&type=chunk) - **Ms. Yung Pik Man** (Financial Controller) has approximately **20 years of experience** in senior financial leadership roles, overseeing the Group's financial strategy and operations[59](index=59&type=chunk) - **Ms. Wong Yuk Lam** (General Manager of Finance) has approximately **27 years of experience** in accounting and finance, overseeing the Group's overall accounting and treasury functions[59](index=59&type=chunk)[60](index=60&type=chunk) [Corporate Governance Report](index=19&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%A0%B1%E5%91%8A) [Corporate Governance Practices and Culture](index=19&type=section&id=7.1%20%E4%BC%81%E4%B8%9A%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A7%84%E4%B8%8E%E6%96%87%E5%8C%96) The company upholds strong corporate governance, largely complying with GEM Listing Rules, with a vision to be a preferred IT ecosystem partner, a mission to enable valuable IT solutions, and core values of enterprise, excellence, partnership, ecosystem, reliability, and trust - The company is committed to establishing and maintaining sound corporate governance practices and procedures, complying with the Corporate Governance Code in Appendix C1 of the GEM Listing Rules throughout the reporting year, except for the company secretary not being an employee[61](index=61&type=chunk) - The company's vision is to be the **preferred partner in the IT ecosystem**, with a mission to enable clients to effectively adopt the most valuable and innovative IT solutions and services[62](index=62&type=chunk)[63](index=63&type=chunk) - Core values include **Enterprise, Excellence, Partnership, Ecosystem, Reliability, and Trust**[64](index=64&type=chunk) [Board Operations and Composition](index=20&type=section&id=7.2%20%E8%91%A3%E4%BA%8B%E4%BC%9A%E8%BF%90%E4%BD%9C%E4%B8%8E%E7%BB%84%E6%88%90) The Board oversees overall business management, strategy, performance, internal control, and risk, comprising executive, non-executive, and independent directors to ensure balanced skills and independence, with three-year service contracts and distinct Chairman/CEO roles to prevent power concentration - The Board is responsible for the overall management of the Group's business, focusing on formulating overall business strategies, reviewing and monitoring the Group's business performance, internal control systems, and risk management[66](index=66&type=chunk) - The Board comprises **three independent non-executive directors** (representing no less than one-third of the Board members), whose composition reflects the necessary balance of skills and experience for the Group's business development and effective leadership[67](index=67&type=chunk) - The service contracts for executive directors and letters of appointment for non-executive and independent non-executive directors are for a **three-year term** from March 15, 2025, subject to retirement by rotation and re-election in accordance with the Articles of Association[69](index=69&type=chunk) - The roles of Chairman and Chief Executive Officer are segregated and not held by the same individual, preventing concentration of power in any single person[71](index=71&type=chunk) [Director Training and Committee Functions](index=22&type=section&id=7.3%20%E8%91%A3%E4%BA%8B%E5%9F%B9%E8%AE%AD%E4%B8%8E%E5%A7%94%E5%91%98%E4%BC%9A%E8%81%8C%E8%83%BD) All directors engage in continuous professional development, receiving regular updates on business, operations, risk, internal control, and governance; the Board established Audit, Remuneration, Nomination, and Corporate Governance Committees with clear mandates to ensure effective oversight, with meeting attendance detailed for FY2025 - All directors uphold their responsibilities to the company, regularly receiving briefings and updates on the Group's business, operations, risk management, internal control, corporate governance matters, and relevant laws and regulations[73](index=73&type=chunk) - The Board has established an **Audit Committee, Remuneration Committee, Nomination Committee, and Corporate Governance Committee**, each with clear written terms of reference and adequate resources to perform their duties[74](index=74&type=chunk)[76](index=76&type=chunk) - The Audit Committee's primary responsibilities include recommending the appointment, reappointment, and removal of external auditors, and monitoring the fairness of the company's financial statements[78](index=78&type=chunk) - The Remuneration Committee's main function is to make recommendations to the Board regarding the remuneration policy and structure for all directors and senior management of the company[80](index=80&type=chunk) - The Nomination Committee's primary functions include annually reviewing the Board's structure, size, and composition in accordance with the Board Diversity Policy, and identifying suitable and qualified individuals for Board membership[83](index=83&type=chunk) - The Corporate Governance Committee's main responsibilities include formulating and reviewing the company's corporate governance policies and practices, and reviewing and monitoring the training and continuous professional development of the Group's directors and senior management[87](index=87&type=chunk) FY2025 Board and Committee Meeting Attendance | | Board Meetings (Attended/Eligible) | AGM (Attended/Eligible) | Audit Committee (Attended/Eligible) | Remuneration Committee (Attended/Eligible) | Nomination Committee (Attended/Eligible) | CG Committee (Attended/Eligible) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Executive Directors:** | | | | | | | | Mr. Lau Wai Kwok | 4/4 | 1/1 | N/A | N/A | 1/1 | 1/1 | | Mr. Chan Kin Mei | 4/4 | 1/1 | N/A | N/A | N/A | 1/1 | | Ms. Lau Tsz Yan | 4/4 | 1/1 | N/A | N/A | N/A | N/A | | Mr. So Cheuk Wah | 4/4 | 1/1 | N/A | N/A | N/A | N/A | | **Non-executive Directors:** | | | | | | | | Mr. Wong Chu Ki | 4/4 | 1/1 | N/A | N/A | N/A | 1/1 | | Mr. Chu Siu Sum | 4/4 | 1/1 | N/A | 1/1 | 1/1 | N/A | | **Independent Non-executive Directors:** | | | | | | | | Mr. Au Yu Chiu | 4/4 | 1/1 | 3/3 | 1/1 | 1/1 | 1/1 | | Mr. Ko Man Fu | 4/4 | 1/1 | 3/3 | 1/1 | 1/1 | N/A | | Mr. Mak Wai Sing | 4/4 | 1/1 | 3/3 | 1/1 | 1/1 | N/A | [Securities Transactions, Company Secretary, and Auditor](index=26&type=section&id=7.4%20%E8%AF%81%E5%88%B8%E4%BA%A4%E6%98%93%E3%80%81%E5%85%AC%E5%8F%B8%E7%A7%98%E4%B9%A6%E4%B8%8E%E6%A0%B8%E6%95%B0%E5%B8%88) The company adopted a code for directors' securities transactions, with no non-compliance reported; Mr. Lau Siu Ki serves as Company Secretary, supported by Ms. Yung Pik Man, and PricewaterhouseCoopers is the independent auditor, with fees disclosed for FY2025, and both directors and auditors acknowledge financial statement responsibilities - The company has adopted a **code of conduct for directors' securities transactions**, confirming no non-compliance with relevant trading standards during the reporting year[92](index=92&type=chunk) - **Mr. Lau Siu Ki** serves as Company Secretary, with **Ms. Yung Pik Man** (Financial Controller) as the primary contact person; Mr. Lau confirmed completing no less than **15 hours of relevant professional training**[93](index=93&type=chunk)[94](index=94&type=chunk) FY2025 Independent Auditor's Remuneration | Service Type | Amount (HKD) | | :--- | :--- | | Audit Services | 1,090,000 | | Non-audit Services | 60,000 | - Directors acknowledge their responsibility for preparing financial statements that present a true and fair view of the Group's affairs, and external auditors also bear responsibility for reporting on the consolidated financial statements[97](index=97&type=chunk) [Internal Control, Risk Management, and Board Diversity](index=26&type=section&id=7.5%20%E5%86%85%E9%83%A8%E7%9B%91%E6%8E%A7%E3%80%81%E9%A3%8E%E9%99%A9%E7%AE%A1%E7%90%86%E4%B8%8E%E8%91%A3%E4%BA%8B%E4%BC%9A%E5%A4%9A%E5%85%83%E5%8C%96) The Board ensures robust internal control and risk management, with independent review confirming effectiveness; the Group's risk policy manages business risks and insider information, while its board diversity policy considers various factors, resulting in an eight-male, one-female board and diverse workforce - The Board is responsible for ensuring the Group maintains a **sound and effective internal control system**, having appointed an independent internal control consultant for review, with management confirming the effectiveness of measures[98](index=98&type=chunk) - The Group has established **risk management policies and measures** aimed at managing, rather than eliminating, risks to achieving business objectives, and has implemented measures to enhance awareness of insider information confidentiality[99](index=99&type=chunk)[100](index=100&type=chunk) - The company has a **Board Diversity Policy** that considers various factors including gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, and length of service[101](index=101&type=chunk) - The Board currently consists of **eight male directors and one female director**, with the overall workforce comprising approximately **70.2% male and 29.8% female employees**[102](index=102&type=chunk)[103](index=103&type=chunk) [Dividend Policy and Shareholder Relations](index=28&type=section&id=7.6%20%E8%82%A1%E6%81%AF%E6%94%BF%E7%AD%96%E4%B8%8E%E8%82%A1%E4%B8%9C%E5%85%B3%E7%B3%BB) The Board may declare dividends at its discretion, ensuring sufficient cash for operations and growth, with a proposed FY2025 final dividend of HKD 0.75 cents per share (43% payout ratio); the company maintains shareholder communication via various channels, safeguarding rights, and made no charter amendments in FY2025 - The Board may, at its discretion, declare and pay dividends to the company's shareholders, subject to compliance with the company's Articles of Association and all applicable laws and regulations, and maintaining sufficient cash reserves[105](index=105&type=chunk) - The Board has resolved to recommend a final dividend of **HKD 0.75 cents per share** for the 2025 financial

Financial Performance - For the fiscal year ending March 31, 2025, revenue decreased by approximately 9.1% to about HKD 900.7 million compared to the previous fiscal year[5] - Gross profit for the fiscal year decreased by approximately 1.3% to about HKD 150.7 million, while gross margin improved by 1.3 percentage points to approximately 16.7%[5] - The company's annual profit attributable to shareholders decreased by approximately 9.2% to about HKD 14.0 million compared to the previous fiscal year[5] - Basic earnings per share for the fiscal year decreased by approximately 8.9% to about HKD 1.74 compared to the previous fiscal year[5] - The total comprehensive income for the fiscal year was approximately HKD 14.35 million, a slight decrease from HKD 14.73 million in the previous fiscal year[6] - The company reported a net income before tax of approximately HKD 19.69 million, down from HKD 22.90 million in the previous fiscal year[6] - The segment performance showed a profit of HKD 28,970,000, down from HKD 31,797,000, indicating a decrease of about 8.8% year-over-year[22] - The company reported external customer revenue of HKD 900,695,000 for the year, with no single external customer contributing more than 10% of total revenue[24] Expenses and Costs - Total operating expenses for the fiscal year were approximately HKD 132.2 million, with about HKD 8.3 million allocated to support research and development in generative artificial intelligence and the establishment of the Network and Security Operations Center (NOC/SOC)[5] - The company experienced a decrease in sales cost, which was approximately HKD 749.96 million compared to HKD 838.28 million in the previous fiscal year[6] - Total employee costs for the reporting year were approximately HKD 240.0 million, compared to HKD 236.2 million in the previous year[62] - Financing costs for the reporting year were approximately HKD 6.7 million, an increase of about HKD 0.3 million (or approximately 4.5%) compared to the previous year[50] Assets and Liabilities - Total assets increased to HKD 446,080 million in 2025 from HKD 380,206 million in 2024, marking a growth of approximately 17.3%[8] - The company's net current assets rose to HKD 151,064 million in 2025, compared to HKD 135,609 million in 2024, indicating an increase of about 11.4%[8] - The company’s total liabilities increased to HKD 295,016 million in 2025 from HKD 244,597 million in 2024, which is an increase of approximately 20.5%[8] - The company’s cash and cash equivalents reached HKD 245,140 million in 2025, up from HKD 218,911 million in 2024, representing a growth of about 12.0%[8] - The total liabilities stood at HKD 375,591,000, which is an increase from HKD 314,142,000, indicating a rise of about 19.5% year-over-year[22] Market and Strategic Focus - The company aims to enhance its market position through ongoing investment in new technologies and expansion strategies[5] - The company is focused on expanding its market presence and enhancing its service offerings in the Asia-Pacific region[11] - The group has identified ongoing geopolitical tensions and economic slowdowns in mainland China and Hong Kong as potential challenges affecting performance[36] - The company is focusing on three high-growth product lines: Network Security, Automation and Artificial Intelligence, and Management Services[37] Innovation and Technology - The company actively reinvested in technology innovation to drive future growth, reflecting its strategic focus on research and development[5] - The group is focusing on strategic investments in artificial intelligence and has established an AI company, enhancing its technology development capabilities[44] - The group has successfully developed a series of GenAI products, named ChatSeries, which includes applications for workflow automation and AI assistance, demonstrating innovation in the GenAI field[43] - The group is expanding its IT infrastructure management services, including the establishment of AI-driven Network Operations Centers (NOC) and Security Operations Centers (SOC) to enhance service efficiency[41] Shareholder Returns and Dividends - The total dividend proposed for the year ending March 31, 2025, is HKD 6,025,000, down from HKD 6,587,000 in 2024, which is a reduction of about 8.5%[28] - The company has proposed a final dividend of HKD 0.75 per share for 2025, down from HKD 0.82 per share in 2024[28] - The board has proposed a final dividend of HKD 0.75 per share for the year ending March 31, 2025, compared to HKD 0.82 for 2024, pending shareholder approval at the upcoming annual general meeting[69] Compliance and Governance - The audit committee has reviewed the financial statements for the reporting year and confirmed compliance with applicable accounting standards and GEM listing rules[73] - The company has adopted a set of rules for directors conducting securities transactions, ensuring compliance with GEM listing regulations[66] - There were no conflicts of interest reported among directors in competing businesses during the reporting year[68]

Financial Performance - Revenue for the six months ended September 30, 2024, decreased by approximately 15.5% to about HKD 437.2 million compared to HKD 517.6 million for the same period in 2023[12]. - Gross profit for the reporting period was HKD 70.9 million, down from HKD 75.4 million in the previous year, reflecting a decline in gross margin[15]. - Basic earnings per share decreased by approximately 16.3% to HKD 0.82 from HKD 0.98 in the same period last year[15]. - Total comprehensive income for the period was HKD 9.1 million, compared to HKD 6.3 million for the same period in 2023, indicating an increase in overall profitability[15]. - The company reported a profit before tax of HKD 9.6 million, down from HKD 11.8 million in the previous year, indicating a decline in operational performance[15]. - Profit attributable to owners of the company decreased by approximately 16.2% from about HKD 7.9 million to approximately HKD 6.6 million[105]. Revenue Breakdown - Revenue from IT infrastructure solutions was HKD 279,814, down from HKD 349,819, representing a decline of 20%[53]. - Revenue from IT infrastructure management services was HKD 157,415, a decrease of 6.2% from HKD 167,810[53]. - Revenue from the Hong Kong market was HKD 357,255, down 18.7% from HKD 439,430 in the previous year[49]. - Revenue from mainland China increased to HKD 61,693, up 6.3% from HKD 58,103[49]. - The company's revenue decreased by approximately 15.5% from about HKD 517.6 million to approximately HKD 437.2 million due to reduced customer demand during the reporting period[96]. Expenses and Cost Management - Administrative expenses decreased to HKD 33.2 million from HKD 36.3 million, reflecting cost control measures implemented by the company[15]. - Operating expenses totaled approximately HKD 61.6 million, a decrease of about 2.3% from approximately HKD 63.0 million in the previous period[99]. - Financing costs slightly increased by less than HKD 0.1 million or approximately 2.1% to about HKD 3.3 million during the reporting period[102]. - The total income tax expense for the six months ended September 30, 2024, was HKD 2,491,000, a decrease of 19.1% from HKD 3,079,000 in 2023[59]. Cash Flow and Assets - The company’s net cash and cash equivalents decreased to HKD 174,959 thousand from HKD 218,911 thousand over the same period[19]. - Operating cash flow for the six months ended September 30, 2024, was negative HKD 47,196 thousand, compared to negative HKD 44,666 thousand in the previous year[26]. - As of September 30, 2024, total assets amounted to HKD 389,022 thousand, a slight increase from HKD 380,206 thousand as of March 31, 2024[19]. - The total assets of the group as of September 30, 2024, amounted to HKD 511,556, compared to HKD 545,788 as of September 30, 2023[42][45]. Strategic Focus and Future Plans - The company plans to focus on market expansion and new product development to drive future growth[12]. - The company is exploring potential mergers and acquisitions to enhance its market position and expand its product offerings[12]. - The company plans to continue expanding its market presence in the Asia-Pacific region, focusing on IT infrastructure solutions and AI development[29]. - The company is focused on providing IT infrastructure solutions and AI products to meet diverse customer needs in the Asia-Pacific region[82]. - The company plans to expand its service desk capacity in Guangzhou and Kuala Lumpur to meet increasing demand, with completion expected in the first half of 2025[88]. Corporate Governance and Compliance - The board emphasizes the importance of good corporate governance and has maintained compliance with the corporate governance code during the reporting period[155]. - The audit committee has reviewed the unaudited condensed consolidated financial statements and confirmed compliance with applicable accounting standards and GEM Listing Rules[159]. - The company has adopted a code of conduct for directors' securities transactions, ensuring compliance with GEM Listing Rules sections 5.48 to 5.67[154]. - The company confirmed zero expenses related to share options during the reporting period[150]. Shareholder Information - Major shareholders include Mr. Mo with 91,800,000 shares (11.4%) and Mr. Zhang with 89,760,000 shares (11.2%) as of September 30, 2024[134]. - The largest shareholder, Luk Yuen Wah Nancy, holds 226,890,000 shares (28.2%) and 450,500,000 related shares (56.1%)[134]. - The total issued shares of the company as of September 30, 2024, is 803,280,000[139].

Financial Performance - Revenue for the six months ended September 30, 2024, decreased by approximately 15.5% to about HKD 437.2 million compared to the same period in 2023[18]. - Basic earnings per share decreased by approximately 16.3% to about HKD 0.82 from approximately HKD 0.98 in the same period last year[18]. - Gross profit for the same period was HKD 70,875 thousand, down from HKD 75,395 thousand, reflecting a gross margin of 16.2%[21]. - The net profit for the period was HKD 7,061 thousand, a decline of 18.7% from HKD 8,688 thousand in the previous year[21]. - Total comprehensive income for the period increased to HKD 9,074 thousand from HKD 6,325 thousand, driven by foreign exchange gains[21]. - For the six months ended September 30, 2024, total revenue was HKD 439,323,000, a decrease of 16% compared to HKD 522,648,000 for the same period last year[48]. - The company reported a pre-tax profit of HKD 9,552,000 for the period, down from HKD 11,767,000 in the previous year[48]. - Profit attributable to owners of the company decreased by approximately 16.2% to about HKD 6.6 million from approximately HKD 7.9 million in the same period last year[111]. Revenue Breakdown - Revenue from IT infrastructure solutions was HKD 279,702,000, down 20.8% from HKD 349,826,000 in the previous year[48]. - Revenue from IT infrastructure management services was HKD 157,415,000, a decrease of 6.9% from HKD 167,810,000 year-on-year[48]. - Revenue from IT infrastructure solutions was HKD 279,814, down 20% from HKD 349,819 in 2023[59]. - Revenue from IT infrastructure management services was HKD 157,415, a decrease of 6.2% from HKD 167,810 in 2023[59]. Cash Flow and Assets - Cash and cash equivalents at the end of the period were HKD 174,959 thousand, down from HKD 218,911 thousand[32]. - Operating cash flow for the period was negative HKD 47,196 thousand, compared to negative HKD 44,666 thousand in 2023[32]. - The company reported a decrease in total assets to HKD 389,022 thousand from HKD 380,206 thousand[25]. - Total assets as of September 30, 2024, amounted to HKD 511,556,000, down from HKD 545,788,000 as of September 30, 2023[48]. - Trade receivables as of September 30, 2024, amounted to HKD 177,544, an increase from HKD 121,310 as of March 31, 2024[62]. - Trade payables as of September 30, 2024, totaled HKD 122,063, an increase from HKD 116,136 as of March 31, 2024[80]. Liabilities and Equity - Non-current liabilities increased to HKD 72,436 thousand from HKD 69,545 thousand, primarily due to convertible bonds[26]. - Total liabilities increased to HKD 316,962,000 from HKD 362,115,000 year-on-year[48]. - The company's equity increased to HKD 194,594 thousand from HKD 192,107 thousand, reflecting retained earnings growth[26]. Strategic Focus and Market Conditions - The company plans to continue expanding its AI product offerings and enhance its IT infrastructure solutions to capture market opportunities[44]. - The company is focusing on improving operational efficiency and cost management strategies to navigate the current market challenges[44]. - The company recognizes ongoing challenges in the business environment, including US-China competition and economic slowdowns in mainland China and Hong Kong[89]. - The company is exploring suitable acquisition opportunities to enhance corporate value while ensuring alignment with shareholder interests[98]. - The company is focusing resources on three high-growth product lines: Cybersecurity, Automation and AI, and Managed Services[90]. Corporate Governance and Management - The board of directors believes that good corporate governance is essential for effective management and successful business development[161]. - The audit committee reviewed the unaudited condensed consolidated financial statements for the reporting period and found them compliant with applicable accounting standards[165]. - The company has adopted a code of conduct for directors' securities transactions, which meets the standards set by GEM listing rules[160]. - The company has appointed a company secretary with extensive experience in corporate services for Hong Kong listed companies[164]. - The board expresses gratitude to all employees for their contributions and to shareholders, customers, suppliers, and partners for their ongoing support[166]. Stock Options and Shareholder Information - The company has a stock option plan approved on March 15, 2016, with no options granted during the reporting period[150]. - As of September 30, 2024, there are 11,820,000 stock options that remain unexercised[151]. - The company has issued convertible bonds to ServiceOne Global as part of a settlement for acquisition matters[145]. - Major shareholders include Mr. Mo with 91,800,000 shares (11.4%) and Mr. Zhang with 89,760,000 shares (11.2%) as of September 30, 2024[140]. - ServiceOne Global holds 450,000,000 related shares, representing 56.0% of the company[140]. - The total issued shares of the company as of September 30, 2024, is 803,280,000[145].

香港聯合交易所有限公司（「聯交所」）GEM的特色 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 不會就因本報告全部或任何部分內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 本年報的資料乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在提供有關思博系統控股有限公司（「本公司」） 的資料。本公司董事（「董事」）願就本年報的資料共同及個別地承擔全部責任。各董事在作出一切合理查詢後，確認就彼 等所知及所信，本年報所載資料在各重要方面均屬準確完備，沒有誤導或欺詐成分，且並無遺漏其他事項，足以令致本 年報所載任何陳述或本年報產生誤導。 本年報將自其刊發日期起計至少於聯交所網站www.hkexnew ...

| --- | --- | |-------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | | | | 摘 | 要 | | • | 截 至 2024 年 3 月 31 日 止 年 度（「 報 告 年 度 」或「 2024 年 財 政 年 度 」）的 收 益 較 截 至 2023 年 3 月 31 日 止 年 度（「 相 應 年 度 」或「 2023 年 財 政 年 度 」） 增 加 約 11.8% 至 約 991.0 百 萬 港 元。 | | • | 報 告 年 度 的 毛 利 較 相 應 年 度 ...