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 II. 已發行股份及/或庫存股份變動 致：香港交易及結算所有限公司 公司名稱: 浙江聯合投資控股集團有限公司 呈交日期: 2025年9月1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) | 08366 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | ...

(Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） (Stock Code 股份代號: 8366) NOTIFICATION LETTER 通知信函 Dear Non-registered Shareholder(s)(Note 1) , 25 August 2025 The following document(s) of Zhejiang United Investment Holdings Group Limited (the "Company") has/have been prepared in English and Chinese and is/are available on the websites of the Company at http://www.zjuv8366.com and The Stock Exchange of Hong Kong Limited at http://www.hkexnews.hk (collectively "Websites"):- You may ...

ZHEJIANG UNITED INVESTMENT HOLDINGS GROUP LIMITED Yours faithfully Zhejiang United Investment Holdings Group Limited Note: Corporate Communications include, but not limited to (a) directors' report, annual accounts together with auditors' report and, where applicable, its summary financial report; (b) interim report and, where applicable, its summary interim report; (c) notice of meeting; (d) a listing document; (e) a circular; and (f) a proxy form. 各位登記股東： 浙 江 聯 合 投 資 控 股 集 團 有 限 公 司 (Incorporated in the C ...

ZHEJIANG UNITED INVESTMENT HOLDINGS GROUP LIMITED 浙江聯合投資控股集團有限公司 登記持有人，茲委任 地址為 或其未能 出席，則委任股東週年大會主席（定義見下文）為本人╱吾等之代表，代表本人╱吾等出席本公司將於二零二五年九月二十六 日（星期五）上午十一時正假座香港中環皇后大道中 15號置地廣場告羅士打大廈9樓908室舉行之股東週年大會（「股東週年大 會」）（或其任何續會），藉以考慮及酌情通過召開該大會之通告所載決議案，並於該大會（或其任何續會）上代表本人╱吾等以 本人╱吾等之名義按下列指示就所述決議案投票，倘未有作出任何指示，則本人╱吾等之代表可酌情自行投票。 | | 普通決議案 | （附註4） 贊成 | （附註4） 反對 | | --- | --- | --- | --- | | 1. | 省覽、考慮及採納截至二零二五年四月三十日止年度之經審核綜合財務報 | | | | | 表及本公司董事（「董事」）會報告及本公司核數師報告； | | | | 2. | 續聘中正天恆會計師有限公司為本公司之核數師並授權董事會（「董事會」） | | | | | 釐定其酬金； | ...

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佈之內容概不負責，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佈全部或任何部分內容而產生或因依賴該等內容 而引致的任何損失承擔任何責任。 ZHEJIANG UNITED INVESTMENT HOLDINGS GROUP LIMITED 浙江聯合投資控股集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：8366） 股東週年大會通告 茲通告浙江聯合投資控股集團有限公司（「本公司」）謹訂於二零二五年九月二十六日（星 期五）上午十一時正假座香港中環皇后大道中 15號置地廣場告羅士打大廈9樓908室舉行股 東週年大會（「股東週年大會」），以處理以下事項： 普通決議案 考慮並酌情通過以下決議案（不論有無修訂）作為本公司的普通決議案： – 1 – 1. 省覽、考慮及採納截至二零二五年四月三十日止年度之經審核綜合財務報表及本 公司董事（「董事」）會報告及本公司核數師報告； 2. 續聘中正天恆會計師有限公司為本公司之核數師，任期至本公司下一屆股東週年 大會結束為止，並授權董事會釐定其酬金； 3. 授權董事會釐定董事之薪酬； 4. 重選下列人士為董 ...

此乃要件 請即處理 閣下如對本通函任何方面或應採取之行動有任何疑問，應諮詢 閣下的股票經紀或其他註冊證券交易商、銀行 經理、律師、專業會計師或其他專業顧問。 閣下如已將名下所有浙江聯合投資控股集團有限公司（「本公司」）之股份出售或轉讓，應立即將本通函及隨附之 代表委任表格送交買主或承讓人，或經手買賣或轉讓之銀行、股票經紀或其他代理商，以便轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）對本通函之內容概不負責，對其準確性或完 整性亦不發表任何聲明，並明確表示，概不對因本通函全部或任何部分內容而產生或因倚賴該等內容而引致之 任何損失承擔任何責任。 本通函的資料乃遵照聯交所GEM證券上市規則而刊載，旨在提供有關本公司的資料，而本公司董事願共同及個 別地承擔全部責任。董事在作出一切合理查詢後確認，就彼等所深知及確信，本通函所載資料在各重大方面均 屬準確及完整，並無誤導或欺詐成份，且並無遺漏任何其他事項，致令本通函所載任何陳述或本通函有所誤導。 ZHEJIANG UNITED INVESTMENT HOLDINGS GROUP LIMITED 浙江聯合投資控股集團有限公司 （於開曼群島 ...

Contents 目錄 | 1. | ABOUT THIS REPORT | | | | --- | --- | --- | --- | | | 關於本報告 | | 2 | | | 1.1. Reporting Scope | | | | | 報告範圍 | | 2 | | | 1.2. | ESG Reporting Framework and Principles | | | | | 環境、社會及管治報告框架及原則 | 3 | | | 1.3 ESG Governance | | | | | | 環境、社會及管治的管治架構 | 6 | | | 1.4. | Stakeholder Engagement and Materiality Assessment | | | | | 持份者參與及重要性評估 | 8 | | | 1.5 Feedback | | | | | 反饋 | | 10 | | 2. | | ENVIRONMENTAL PERFORMANCE | | | | 環境績效 | | 11 | | | 2.1. | Emissions Policies and Compliance | | | | 排放 ...

[Corporate Information](index=4&type=section&id=Corporate%20Information) [Corporate Overview](index=4&type=section&id=Corporate%20Information_Overview) This section lists the company's board members, committee compositions, company secretary, independent auditor, principal bankers, registered office, share registrar, Hong Kong head office, company website, and stock code. - The Board of Directors comprises two executive directors (Mr. Lo Ka Ming, Mr. Choi Pun Lap) and three independent non-executive directors (Mr. Leung Chun Yip, Mr. Foo Yan Ming, Ms. Lam Yuen Man)[10](index=10&type=chunk)[11](index=11&type=chunk) - The Audit Committee, Nomination Committee, and Remuneration Committee are all chaired by independent non-executive directors[10](index=10&type=chunk)[11](index=11&type=chunk) - The Company's stock code is **8366**, and it is listed on GEM of the HKEX[14](index=14&type=chunk) [Highlights](index=6&type=section&id=Highlights) [Financial Performance Highlights](index=6&type=section&id=Highlights_FinancialPerformance) This section summarizes the company's key financial indicators for the fiscal year ended April 30, 2025, including revenue, gross profit, earnings/(loss) per share, and net profit/(loss), with a comparison to the previous fiscal year. 2024/25 Fiscal Year Key Financial Data Comparison | Indicator | FY2024/25 (HK$ million) | FY2023/24 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Revenue | 279.93 | 302.10 | -7.34% | | Gross Profit | 6.11 | 5.76 | +5.90% | | Earnings/(Loss) Per Share | 0.06 HK cents | (0.02 HK cents) | Turned from loss to profit | | Net Profit/(Loss) | 1.01 | 0.35 | Turned from loss to profit | [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Outlook](index=7&type=section&id=Management%20Discussion%20and%20Analysis_BusinessReviewAndOutlook) The Group primarily engages in slope works, foundation works, and other general building works in Hong Kong, anticipating demand from the government's continuous increase in infrastructure projects despite a challenging competitive environment. - The Group's main business involves slope works, foundation works, and other general building works in Hong Kong, with its principal operating subsidiary, Fraser Construction Company Limited, being an approved specialist contractor for public works by the Hong Kong Government[17](index=17&type=chunk)[19](index=19&type=chunk) - Hong Kong construction companies face severe competition, slower approval of public works funding, and higher subcontracting fees and overall operating costs[18](index=18&type=chunk)[20](index=20&type=chunk) - The Board is cautiously optimistic about the Hong Kong slope works industry, expecting increased demand for slope works due to public safety concerns from the Hong Kong Government's continuous increase in construction and infrastructure projects[23](index=23&type=chunk)[26](index=26&type=chunk) [Financial Review](index=8&type=section&id=Management%20Discussion%20and%20Analysis_FinancialReview) For the year ended April 30, 2025, the Group's revenue decreased by 7.34% to HK$279.93 million, but net profit turned from loss to profit, primarily due to increased site supervision fee income and improved gross margin. Revenue and Gross Profit Changes | Indicator | FY2025 (HK$ million) | FY2024 (HK$ million) | Change (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 279.93 | 302.10 | (22.17) | -7.34% | | Direct Costs | (273.83) | (296.34) | 22.51 | -7.60% | | Gross Profit | 6.10 | 5.76 | 0.34 | +5.90% | | Gross Profit Margin | 2.18% | 1.91% | +0.27% | - | - Slope works revenue decreased by approximately **7.33% to HK$279.67 million**, and foundation works revenue decreased by approximately **10.34% to HK$0.26 million**, mainly due to a reduction in total contract value and number of projects[30](index=30&type=chunk)[33](index=33&type=chunk) Other Income and Administrative Expenses Changes | Indicator | FY2025 (HK$ million) | FY2024 (HK$ million) | Change (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Other Income and Other Gains | 2.67 | 1.85 | 0.82 | +44.32% | | Administrative Expenses | (6.46) | (7.23) | 0.77 | -10.65% | | Finance Costs | (1.44) | (1.08) | (0.36) | +33.33% | - Net profit attributable to owners of the Company for the year ended April 30, 2025, was approximately **HK$1.01 million**, compared to a loss of HK$0.35 million in the same period of 2024, primarily due to increased site supervision fee income[15](index=15&type=chunk)[50](index=50&type=chunk) - The Board does not recommend the payment of a final dividend for the year ended April 30, 2025 (2024: nil)[46](index=46&type=chunk)[51](index=51&type=chunk) [Liquidity and Financial Resources](index=12&type=section&id=Management%20Discussion%20and%20Analysis_LiquidityAndFinancialResources) As of April 30, 2025, the Group's current assets were HK$62.32 million and current liabilities were HK$84.33 million, resulting in a current ratio of 0.74, with a negative debt-to-equity ratio due to equity in deficit. Liquidity and Financial Resources Overview | Indicator | April 30, 2025 (HK$ million) | April 30, 2024 (HK$ million) | Change (HK$ million) | | :--- | :--- | :--- | :--- | | Current Assets | 62.32 | 64.31 | (1.99) | | Of which: Cash and Cash Equivalents | 36.04 | 33.83 | 2.21 | | Of which: Trade and Other Receivables | 14.35 | 18.25 | (3.90) | | Current Liabilities | 84.33 | 87.52 | (3.19) | | Of which: Trade and Other Payables | 67.46 | 73.51 | (6.05) | | Current Ratio | 0.74 | 0.73 | +0.01 | - As of April 30, 2025, the Group's debt-to-equity ratio was approximately **negative 257.37%** (2024: approximately negative 220.67%), primarily due to the Group's equity being in deficit[56](index=56&type=chunk)[57](index=57&type=chunk)[61](index=61&type=chunk) - As of April 30, 2025, the Group had no pledged assets (2024: nil)[55](index=55&type=chunk)[60](index=60&type=chunk) [Foreign Exchange Exposure](index=13&type=section&id=Management%20Discussion%20and%20Analysis_ForeignExchangeExposure) The Group's majority of transactions, assets, and liabilities are denominated in Hong Kong Dollars, thus it did not face significant foreign exchange risk for the year ended April 30, 2025. - The Group's majority of transactions, assets, and liabilities are denominated in Hong Kong Dollars, and it did not face significant foreign exchange risk for the year ended April 30, 2025[63](index=63&type=chunk)[69](index=69&type=chunk) [Capital Commitments](index=13&type=section&id=Management%20Discussion%20and%20Analysis_CapitalCommitments) As of April 30, 2025, the Group had no significant capital commitments. - As of April 30, 2025, the Group had no significant capital commitments (2024: nil)[64](index=64&type=chunk)[70](index=70&type=chunk) [Employees and Remuneration Policy](index=13&type=section&id=Management%20Discussion%20and%20Analysis_EmployeesAndRemunerationPolicy) As of April 30, 2025, the Group had 70 employees, with staff costs of approximately HK$3.77 million, and reviews its remuneration policy annually based on individual performance. Employee Count and Staff Costs | Indicator | April 30, 2025 | April 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Employee Count | 70 | 73 | -3 | | Staff Costs (HK$ million) | 3.77 | 4.09 | -0.32 | - The Group reviews its employee remuneration policy and benefits annually, granting salary increases and discretionary bonuses based on individual performance assessments[65](index=65&type=chunk)[71](index=71&type=chunk) [Significant Investments, Major Acquisitions or Disposals of Subsidiaries and Affiliates, and Plans for Major Investments or Capital Assets](index=13&type=section&id=Management%20Discussion%20and%20Analysis_SignificantInvestments) As of April 30, 2025, the Group had no other plans for significant investments or capital assets. - As of April 30, 2025, the Group had no other plans for significant investments or capital assets[67](index=67&type=chunk)[72](index=72&type=chunk) [Contingent Liabilities](index=13&type=section&id=Management%20Discussion%20and%20Analysis_ContingentLiabilities) As of April 30, 2025, the Group had no significant contingent liabilities. - As of April 30, 2025, the Group had no significant contingent liabilities (2024: nil)[68](index=68&type=chunk)[73](index=73&type=chunk) [Capital Structure](index=14&type=section&id=Management%20Discussion%20and%20Analysis_CapitalStructure) For the year ended April 30, 2025, there was no change in the Company's capital structure, with a total of 1,577,200,000 issued shares at a par value of HK$0.01 per share. - For the years ended April 30, 2025 and 2024, there was no change in the Company's capital structure[75](index=75&type=chunk)[77](index=77&type=chunk) Issued Share Capital | Indicator | April 30, 2025 | April 30, 2024 | | :--- | :--- | :--- | | Issued Share Capital (HK$ million) | 15.77 | 15.77 | | Number of Issued Ordinary Shares (shares) | 1,577,200,000 | 1,577,200,000 | | Par Value Per Share (HK$) | 0.01 | 0.01 | [Principal Risks and Uncertainties](index=14&type=section&id=Management%20Discussion%20and%20Analysis_PrincipalRisksAndUncertainties) The Group faces principal risks including reliance on non-recurring government contracts, challenges in retaining key personnel, and potential adverse impacts from project delays. - The Group's past revenue was largely generated from non-recurring contracts awarded by the Hong Kong Government and statutory bodies, and a reduction in government spending could significantly impact financial performance[79](index=79&type=chunk) - The Group relies on its senior management and in-house engineers, and failure to retain staff could adversely affect business operations[79](index=79&type=chunk) - Any delays in the Group's projects could affect cash flow and adversely impact business and reputation[79](index=79&type=chunk) [Compliance with Laws and Regulations](index=15&type=section&id=Management%20Discussion%20and%20Analysis_ComplianceWithLawsAndRegulations) The Group's business primarily operates in Hong Kong and complies with relevant Hong Kong laws and regulations, with no material breaches reported as of the report date. - The Group's business is primarily conducted by its Hong Kong subsidiaries and complies with relevant Hong Kong laws and regulations[81](index=81&type=chunk)[85](index=85&type=chunk) - For the year ended April 30, 2025, and up to the date of this announcement, the Group had no material breaches of relevant current Hong Kong laws and regulations[81](index=81&type=chunk)[85](index=85&type=chunk) [Relationship with Stakeholders](index=15&type=section&id=Management%20Discussion%20and%20Analysis_RelationshipWithStakeholders) The Group maintains long-term relationships with clients, selects suppliers and subcontractors from an approved list without major disputes, and values employees by offering competitive remuneration and training. - The Group's clients primarily include Hong Kong government departments (e.g., Civil Engineering and Development Department, Lands Department), public bodies like the Hong Kong Housing Authority, and private companies[82](index=82&type=chunk)[86](index=86&type=chunk) - The Group maintains business relationships ranging from one to over ten years with most of its major clients[83](index=83&type=chunk)[86](index=86&type=chunk) - The Group maintains an internal list of approved subcontractors and selects them based on experience, scheduling, and fee quotations; no significant difficulties or disputes were encountered in procuring materials or appointing subcontractors during the year[88](index=88&type=chunk)[89](index=89&type=chunk)[94](index=94&type=chunk) - The Group offers competitive remuneration to attract and retain employees, regularly reviews compensation, and emphasizes employee training and development[90](index=90&type=chunk)[95](index=95&type=chunk) [Projects During the Year](index=16&type=section&id=Management%20Discussion%20and%20Analysis_ProjectDuringTheYear) For the years ended April 30, 2025 and 2024, the Group had no new significant projects. - For the years ended April 30, 2025 and 2024, the Group had no new significant projects[91](index=91&type=chunk)[96](index=96&type=chunk) [Material Uncertainty Related to Going Concern](index=16&type=section&id=Management%20Discussion%20and%20Analysis_MaterialUncertaintyRelatedToGoingConcern) As of April 30, 2025, the Group's net current liabilities and net liabilities were approximately HK$22,007,000 and HK$21,633,000 respectively, indicating a material uncertainty regarding its ability to continue as a going concern. Net Liabilities Situation | Indicator | April 30, 2025 (HK$) | April 30, 2024 (HK$) | | :--- | :--- | :--- | | Net Current Liabilities | 22,007,000 | 23,201,000 | | Net Liabilities | 21,633,000 | 22,643,000 | - These conditions indicate a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[92](index=92&type=chunk)[97](index=97&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=16&type=section&id=Management%20Discussion%20and%20Analysis_PurchaseSaleOrRedemptionOfListedSecurities) For the year ended April 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities. - For the year ended April 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[93](index=93&type=chunk)[98](index=98&type=chunk) [Biographical Details of Directors and Senior Management](index=17&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) [Executive Directors](index=17&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management_ExecutiveDirectors) This section provides biographical details of the two executive directors, Mr. Lo Ka Ming and Mr. Choi Pun Lap, including their age, appointment date, professional experience, academic qualifications, and other listed company directorships. - Mr. Lo Ka Ming (64 years old) was appointed on July 5, 2022, possesses over thirty years of experience in construction and property development, holds an MBA from The Chinese University of Hong Kong and a Bachelor of Architecture from The University of Hong Kong, and is a Chartered Quantity Surveyor of the Royal Institution of Chartered Surveyors and a member of the Hong Kong Institute of Surveyors[101](index=101&type=chunk)[102](index=102&type=chunk)[104](index=104&type=chunk) - Mr. Choi Pun Lap (47 years old) was appointed on September 30, 2021, has extensive experience in corporate finance transactions in Hong Kong, is a Fellow of the Hong Kong Institute of Certified Public Accountants, a member of CPA Australia, and holds a Master of Laws (Chinese Business Law) from Hong Kong Metropolitan University[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk) [Independent Non-Executive Directors](index=19&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management_IndependentNonExecutiveDirectors) This section provides biographical details of the three independent non-executive directors, Mr. Leung Chun Yip, Mr. Foo Yan Ming, and Ms. Lam Yuen Man, including their age, appointment date, professional experience, academic qualifications, and other listed company directorships. - Mr. Leung Chun Yip (42 years old) was appointed on October 21, 2021, has over 19 years of experience in finance and asset management, and is a Certified Financial Risk Manager (FRM) and a Certified ESG Analyst (CESGA)[112](index=112&type=chunk)[113](index=113&type=chunk)[115](index=115&type=chunk) - Mr. Foo Yan Ming (60 years old) was appointed on October 21, 2021, has over 30 years of experience in accounting, auditing, internal control, and financial management, and is a Fellow of the Association of Chartered Certified Accountants[116](index=116&type=chunk)[117](index=117&type=chunk)[119](index=119&type=chunk)[120](index=120&type=chunk) - Ms. Lam Yuen Man (55 years old) has over 20 years of experience in company secretarial matters, auditing, treasury, and finance, is a Fellow of the Association of Chartered Certified Accountants, and holds a Bachelor of Arts in Accountancy from The Hong Kong Polytechnic University[122](index=122&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk) [Senior Management](index=22&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management_SeniorManagement) This section provides biographical details of senior management members Mr. Yu Sik Man (Project Director) and Mr. Lee Ho Cheong (Senior Project Manager), including their professional experience, academic qualifications, and professional designations. - Mr. Yu Sik Man is the founder and Project Director of the Group, with over 40 years of experience in the Hong Kong construction industry, holds a Bachelor of Civil Engineering from McGill University, Canada, and is a Chartered Engineer of the Engineering Council, UK[127](index=127&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk) - Mr. Lee Ho Cheong is a Senior Project Manager, joined the Group in July 2000, has over 28 years of experience in the Hong Kong construction industry, and holds a Certificate and Higher Certificate in Civil Engineering[135](index=135&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk) [Corporate Governance Report](index=24&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices](index=24&type=section&id=Corporate%20Governance%20Report_CorporateGovernancePractices) The Board is committed to maintaining and implementing stringent corporate governance, promoting effective internal controls, and upholding high standards of ethics, transparency, accountability, and integrity to safeguard shareholders' interests and enhance corporate value. - The Board is committed to maintaining and implementing stringent corporate governance, promoting effective internal controls, and upholding high standards of ethics, transparency, accountability, and integrity[138](index=138&type=chunk)[140](index=140&type=chunk) - Good corporate governance is an indispensable framework for the Company to safeguard shareholders' interests, enhance corporate value, and formulate its business strategies and policies[138](index=138&type=chunk)[140](index=140&type=chunk) [Code of Conduct Regarding Securities Transactions by Directors](index=24&type=section&id=Corporate%20Governance%20Report_CodeOfConductRegardingSecuritiesTransactionsByDirectors) The Company has adopted a code of conduct for securities transactions by directors, no less stringent than required by the GEM Listing Rules, and all directors have confirmed compliance for the year ended April 30, 2025. - The Company has adopted a code of conduct for securities transactions by directors, with terms no less stringent than the required standards under Rules 5.48 to 5.67 of the GEM Listing Rules[139](index=139&type=chunk)[141](index=141&type=chunk)[148](index=148&type=chunk)[152](index=152&type=chunk) - All directors have confirmed compliance with the code of conduct for the year ended April 30, 2025, and the Company found no instances of non-compliance by relevant employees with the securities dealing code[139](index=139&type=chunk)[141](index=141&type=chunk)[149](index=149&type=chunk)[152](index=152&type=chunk) [Corporate Governance Code](index=25&type=section&id=Corporate%20Governance%20Report_CorporateGovernanceCode) The Company complied with the applicable code provisions of the Corporate Governance Code during the year, with two deviations related to the separation of Chairman and Chief Executive roles and meetings with INEDs, due to no Chairman being appointed. - The Company complied with the applicable code provisions of the Corporate Governance Code during the year, except for deviations from Code Provisions A.2.1 and A2.7[143](index=143&type=chunk)[146](index=146&type=chunk) - Deviation from A.2.1: The Company has no Chairman and Chief Executive, with these roles currently jointly held by executive directors, but the Board believes this arrangement still ensures prompt decision-making[144](index=144&type=chunk)[146](index=146&type=chunk) - Deviation from A2.7: No Chairman was appointed during the year, thus no meetings were arranged between the Chairman and independent non-executive directors without other directors present[145](index=145&type=chunk)[147](index=147&type=chunk) [Board of Directors](index=26&type=section&id=Corporate%20Governance%20Report_BoardOfDirectors) The Board oversees the Group's business, strategic decisions, and performance, ensuring effective internal controls and risk management, and promoting integrity, with a balanced composition of executive and independent non-executive directors. - The Board is responsible for overseeing the Group's business, strategic decisions, and performance, making objective decisions in the best interests of the Company, and ensuring the establishment of sound internal control and risk management systems[150](index=150&type=chunk)[153](index=153&type=chunk)[177](index=177&type=chunk)[178](index=178&type=chunk) - Board members generally agree that the Board operates well and are satisfied with its composition and efficiency[151](index=151&type=chunk)[154](index=154&type=chunk) - The Group has adopted an anti-corruption and whistleblowing policy to uphold a tradition of integrity in its operations[156](index=156&type=chunk)[158](index=158&type=chunk) Board Composition | Category | Members | | :--- | :--- | | Executive Directors | Mr. Lo Ka Ming, Mr. Choi Pun Lap | | Independent Non-Executive Directors | Mr. Leung Chun Yip, Ms. Lam Yuen Man, Mr. Foo Yan Ming | [Independent Non-Executive Directors](index=29&type=section&id=Corporate%20Governance%20Report_IndependentNonExecutiveDirectors) Independent Non-Executive Directors (INEDs) ensure high standards of regulatory reporting and independent judgment, with their number and expertise meeting GEM Listing Rules requirements, and the Company provides mechanisms for independent advice. - Independent non-executive directors are responsible for ensuring the Company's regulatory reporting meets high standards and providing balance on the Board for effective independent judgment on company conduct and operations[179](index=179&type=chunk) - For the year ended April 30, 2025, the Board included three independent non-executive directors, constituting more than one-third of the Board, with at least one possessing appropriate professional qualifications or expertise in accounting or relevant financial management, meeting GEM Listing Rules requirements[165](index=165&type=chunk)[166](index=166&type=chunk)[168](index=168&type=chunk) - The Company has established mechanisms to ensure the Board has access to independent advice and information, including directors seeking professional advice from external independent parties such as legal advisors and auditors[167](index=167&type=chunk)[168](index=168&type=chunk)[179](index=179&type=chunk) [Confirmation of Independence](index=30&type=section&id=Corporate%20Governance%20Report_ConfirmationOfIndependence) The current independent non-executive directors have submitted annual confirmations of independence in accordance with Rule 5.09 of the GEM Listing Rules, and the Company considers all independent non-executive directors to be independent. - The current independent non-executive directors have submitted their annual confirmations of independence in accordance with Rule 5.09 of the GEM Listing Rules, and the Company considers all independent non-executive directors to be independent[170](index=170&type=chunk)[174](index=174&type=chunk) [Appointment/Re-election of Directors](index=30&type=section&id=Corporate%20Governance%20Report_AppointmentReElectionOfDirectors) All directors, including independent non-executive directors, are appointed for a three-year term and are subject to retirement by rotation and re-election in accordance with the Company's articles of association. - All directors, including independent non-executive directors, are appointed for a three-year term[171](index=171&type=chunk)[175](index=175&type=chunk) - In accordance with Article 108 of the Articles of Association, one-third of the directors shall retire by rotation at each annual general meeting, provided that each director shall retire by rotation at least once every three years and shall be eligible for re-election[172](index=172&type=chunk)[175](index=175&type=chunk) [Responsibilities and Accountabilities of Directors](index=31&type=section&id=Corporate%20Governance%20Report_ResponsibilitiesAndAccountabilitiesOfDirectors) The Board is collectively responsible for leading and controlling the Company's affairs, formulating strategy, monitoring performance, and ensuring sound internal control and risk management systems, with directors having access to information and independent advice, and covered by liability insurance. - The Board is responsible for leading and controlling the Company, and is collectively responsible for directing and supervising the Company's affairs, leading and guiding management by formulating strategy and overseeing its implementation, monitoring the Group's operational and financial performance, and ensuring the establishment of sound internal control and risk management systems[177](index=177&type=chunk)[178](index=178&type=chunk)[181](index=181&type=chunk)[183](index=183&type=chunk) - All directors have full and timely access to all Company information and may, when appropriate, seek independent professional advice at the Company's expense[179](index=179&type=chunk)[183](index=183&type=chunk) - The Company has arranged appropriate insurance for the liabilities of directors and senior officers for any legal actions taken against them due to company activities[182](index=182&type=chunk)[184](index=184&type=chunk) [Directors' Continuing Professional Development Programme](index=32&type=section&id=Corporate%20Governance%20Report_DirectorsContinuingProfessionalDevelopmentProgramme) Directors must stay informed of regulatory developments to effectively discharge their duties, with formal training for new appointees and encouragement for all to participate in ongoing professional development at the Company's expense. - Directors must stay informed of regulatory developments and changes to effectively discharge their duties and ensure their appropriate contribution to the Board[185](index=185&type=chunk)[189](index=189&type=chunk) - Each newly appointed director will receive formal, comprehensive, and tailored training, and all directors will be informed of the latest developments in statutory and regulatory requirements[186](index=186&type=chunk)[187](index=187&type=chunk)[189](index=189&type=chunk) - All directors should continuously participate in appropriate professional development to develop and update their knowledge and skills, and are encouraged to attend relevant training courses, with costs borne by the Company[188](index=188&type=chunk)[189](index=189&type=chunk) [Board Diversity Policy](index=32&type=section&id=Corporate%20Governance%20Report_BoardDiversityPolicy) The Company adopted a Board Diversity Policy since its listing date, aiming to enhance Board performance across various measurable aspects, with the Nomination Committee monitoring its implementation and confirming objectives achieved. - The Company adopted a Board Diversity Policy since its listing date, aiming to enhance the quality of Board performance across measurable aspects such as gender, age, cultural and educational background, professional experience, skills, knowledge, and length of service[191](index=191&type=chunk)[192](index=192&type=chunk)[194](index=194&type=chunk) - The Nomination Committee is responsible for monitoring the implementation of the Board Diversity Policy and believes the Group has achieved its policy objectives for the year ended April 30, 2025[193](index=193&type=chunk)[194](index=194&type=chunk) Board Composition Diversity Overview (as of the report date) | Indicator | Executive Directors | Independent Non-Executive Directors | Total | | :--- | :--- | :--- | :--- | | Gender: Male | 2 | 2 | 4 | | Gender: Female | 0 | 1 | 1 | | Ethnicity: Chinese | 2 | 3 | 5 | | Age Group: 41-50 years | 1 | 1 | 2 | | Age Group: 51-60 years | 0 | 2 | 2 | | Age Group: 61-70 years | 1 | 0 | 1 | | Board Service Tenure: 0-3 years | 2 | 3 | 5 | | Board Service Tenure: 3-6 years | 0 | 0 | 0 | [Corporate Governance Structure](index=34&type=section&id=Corporate%20Governance%20Report_CorporateGovernanceStructure) The Company has established a corporate governance structure comprising the Board, Audit Committee, Remuneration Committee, and Nomination Committee, each with written terms of reference to assist the Board in overseeing management functions. - The Company's corporate governance structure comprises the Board, Audit Committee, Remuneration Committee, and Nomination Committee[197](index=197&type=chunk)[198](index=198&type=chunk) - Each committee has established written terms of reference, published on the Group's website and the Stock Exchange's website[197](index=197&type=chunk)[198](index=198&type=chunk) [Board and General Meetings](index=35&type=section&id=Corporate%20Governance%20Report_BoardAndGeneralMeetings) The Board holds at least four regular meetings annually, with minutes detailing matters considered and decisions made, and an Annual General Meeting was held on October 18, 2024. - The Board shall hold at least four regular meetings annually, approximately once per quarter[203](index=203&type=chunk)[207](index=207&type=chunk) - Notices for certain regular Board meetings were issued less than fourteen days in advance, but were held with the consent of all directors at the time[203](index=203&type=chunk)[207](index=207&type=chunk) 2024 Board and Committee Meeting Attendance | Director | Annual General Meeting | Audit Committee Meetings | Board Meetings | Nomination Committee Meetings | Remuneration Committee Meetings | | :--- | :--- | :--- | :--- | :--- | :--- | | Number of Meetings | 1 | 3 | 4 | 2 | 1 | | Mr. Choi Pun Lap | 1/1 | Not Applicable | 4/4 | Not Applicable | Not Applicable | | Mr. Lo Ka Ming | 1/1 | Not Applicable | 4/4 | Not Applicable | Not Applicable | | Mr. Foo Yan Ming | 1/1 | 3/3 | 4/4 | 2/2 | 1/1 | | Mr. Leung Chun Yip | 1/1 | 3/3 | 4/4 | 2/2 | 1/1 | | Ms. Lam Yuen Man | 0/1 | 0/3 | 1/4 | 0/2 | 0/1 | - Minutes of Board meetings and Board committee meetings are drafted by the company secretary and fully record the details of matters considered and decisions reached[204](index=204&type=chunk)[207](index=207&type=chunk

| 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) | 08366 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | 致：香港交易及結算所有限公司 公司名稱: 浙江聯合投資控股集團有限公司 呈交日期: 2025年7月31日 I. 法定/註冊股本變動 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 本月底法定 ...

公告称，收益减少乃主要来自承接斜坡工程的收益减少所致。 智通财经APP讯，浙江联合投资(08366)发布截至2025年4月30日止年度业绩,该集团收益2.8亿港元，同比 减少7.34%;净利润101万港元，同比扭亏为盈;每股基本盈利0.06港仙。 ...