香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不對因本公告全部或任何 部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。 ZHI SHENG GROUP HOLDINGS LIMITED 智 昇 集 團 控 股 有 限 公 司 （ 於 開 曼 群 島 註 冊 成 立 的 有 限 公 司 ） （股份代號︰8370） 終止認購期權契據及訂立新認購期權契據 茲提述本公司日期為2025年6月19日及2025年12月10日的公告，內容有關（其 中包括）訂立6月認購期權契據。根據6月認購期權契據，文先生向本公司（或其 指定公司）授出認購期權，可按成本價收購目標公司全部已發行股本及股東貸款。 據文先生告知，其無法繼續全面參與目標公司數據中心業務的規劃及與潛在客 戶的磋商工作，故建議將其於目標公司的全部股權轉讓予馬先生，而馬先生其 後將按大致相同條款向本公司授出新認購期權契據。於2026年3月27日（交易 時段後），本公司（作為承授人）與文先生（作為授予人）訂立終止契據，以終止6 月認購期權契據。於同日，本公司（作為承授人）亦與馬先生（作為 ...

監 管 表 格 上市申請表格 G 表格 GEM 公司資料報表 香港聯合交易所有限公司 (香港交易及結算所有限公司全資附屬公司) 公司名稱： 智昇集團控股有限公司 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資料報表的內容概不負責，對其準 確性或完整性亦不發 表任何聲明，並明確表示概不對因本資料報表全部或任何部分內容而產生或 因倚賴該等內容而引致的任何損失承擔 任何責任。 Page 1 of 6 2023 年 12 月 G 表格 證券代號（普通股）： 8370 本資料報表列載若干有關上述在香港聯合交易所有限公司（「交易所」）GEM上市的公司 （「該公司」）的資料。該等資料乃遵照香港聯合交易所有限公司《GEM證券上市規則》 （《GEM上市規則》）的規定而提供，旨在向公眾提供有關該公司的資料。該等資料將會在 互聯網的GEM網頁展示。本資料報表不應視作有關該公司及╱或其證券的完整資料概要。 本報表的資料乃於 2026 年 3 月 2 日 更新。 A. ⼀般資料 註冊成立地點: 開曼群島 在 GEM 首次上市日期: 2017 年 1 月 20 日 保薦人名稱: 不適用 FF003G 董事姓名 （請列明董事的身份 ...

FF305 翌日披露報表 (股份發行人 ── 已發行股份或庫存股份變動、股份購回及/或在場内出售庫存股份) 表格類別： 股票 狀態： 新提交 公司名稱： 智昇集團控股有限公司 呈交日期： 2026年3月2日 如上市發行人的已發行股份或庫存股份出現變動而須根據《香港聯合交易所有限公司（「香港聯交所」）證券上市規則》(「《主板上市規則》」)第13.25A條 / 《香港聯合交易所有限公司GEM證券 上市規則》(「《GEM上市規則》」)第17.27A條作出披露，必須填妥第一章節 。 | 第一章節 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 1. 股份分類 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 | 是 | | | | 證券代號 (如上市) 08370 | 說明 | | | | | | | | | A. 已發行股份或庫存股份變動 | | | | | | | | | | | | 已發行股份（不包括庫存股份）變動 | | 庫存股份變動 | | | | | | 事件 | 已發行股份（不包括庫存股 ...

致：香港交易及結算所有限公司 公司名稱: 智昇集團控股有限公司 呈交日期: 2026年3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) | 08370 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 300,000,000 | HKD | | 0.1 | HKD | | 30,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 300,000,000 | HKD | | 0.1 | HKD | | 30,000,000 | 本月底法定/註冊股本總額： HKD 30,000,000 FF301 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: ...

Core Viewpoint - The company reported a revenue of 48.051 million RMB for the six months ending December 31, 2025, representing a year-on-year growth of 7.7% [1] Financial Performance - The gross profit was 9.069 million RMB, which reflects a year-on-year decrease of 25.8% [1] - The loss attributable to the owners of the company was 4.056 million RMB, compared to a loss of 2.019 million RMB in the same period last year [1] - The basic loss per share was 2.64 cents [1]

Group 1 - The core viewpoint of the article is that Zhisheng Group Holdings (08370) reported a revenue of 48.051 million yuan for the six months ending December 31, 2025, representing a year-on-year increase of 7.66% [1] - The company reported a loss attributable to shareholders of 4.056 million yuan, which is an increase of 100.89% compared to the previous year [1] - The loss per share is 2.64 cents [1]

Core Viewpoint - The company reported a revenue of 48.051 million, reflecting a year-on-year growth of 7.66%, but also recorded a loss attributable to shareholders of 4.056 million, which represents a significant increase of 100.89% compared to the previous year [1] Financial Performance - Revenue for the six months ending December 31, 2025, was 48.051 million, marking a 7.66% increase year-on-year [1] - The loss attributable to shareholders was 4.056 million, which is an increase of 100.89% compared to the same period last year [1] - The loss per share was reported at 2.64 cents [1]

Financial Performance - The group reported revenue of RMB 48,051,000 for the six months ended December 31, 2025, representing an increase of 7.9% compared to RMB 44,631,000 for the same period in 2024[4]. - Gross profit decreased to RMB 9,069,000, down 25.5% from RMB 12,217,000 year-on-year[4]. - Operating loss improved to RMB 425,000 from a loss of RMB 1,613,000 in the previous year[4]. - The net loss for the period was RMB 2,924,000, slightly higher than the loss of RMB 2,892,000 in the same period last year[4]. - Basic and diluted loss per share was RMB 2.64, compared to RMB 2.15 for the previous year[5]. - The company recorded a pre-tax loss of RMB 2,872,000 for the six months ended December 31, 2025, slightly higher than the loss of RMB 2,871,000 in the same period of 2024[16]. - The group recorded a total revenue of approximately RMB 48.1 million during the reporting period, an increase of about RMB 3.5 million or 7.7% compared to the previous year[66]. - The group incurred a loss of approximately RMB 4.1 million for the reporting period, compared to a loss of RMB 2.0 million in the same period last year[66]. Assets and Liabilities - Total assets as of December 31, 2025, were RMB 131,203,000, a decrease from RMB 128,942,000 as of June 30, 2025[6]. - Current assets increased to RMB 76,489,000 from RMB 70,992,000, primarily driven by an increase in trade and other receivables[6]. - The group’s cash and cash equivalents decreased significantly to RMB 11,024,000 from RMB 42,171,000[6]. - Non-current liabilities increased to RMB 36,247,000 from RMB 35,907,000, reflecting ongoing financial commitments[7]. - The total equity attributable to owners of the company decreased to RMB 30,694,000 from RMB 35,859,000[7]. - The asset-to-liability ratio as of December 31, 2025, was approximately 2.44 times, compared to 2.13 times as of June 30, 2025[88]. Revenue Segmentation - The furniture segment generated revenue of RMB 39,582,000 for the six months ended December 31, 2025, up from RMB 35,513,000 in the same period of 2024, reflecting a growth of approximately 8%[16]. - The data center segment reported revenue of RMB 8,469,000 for the six months ended December 31, 2025, down from RMB 9,118,000 in the same period of 2024, representing a decline of about 7%[16]. - Revenue from furniture sales was RMB 39,582,000 for the six months ended December 31, 2025, compared to RMB 35,513,000 in 2024, reflecting a growth of 11.7%[26]. - The data center segment reported revenue of approximately RMB 8.5 million, a decrease of about RMB 0.6 million or approximately 7.1% year-on-year, primarily due to expired leases and insufficient new customer acquisition[69]. Cash Flow and Financing - For the six months ended December 31, 2025, the company reported a cash outflow from operating activities of RMB 28,637,000, compared to RMB 4,325,000 for the same period in 2024, indicating a significant increase in cash usage[10]. - The company incurred financing costs of RMB 3,297,000 for the six months ended December 31, 2025, compared to RMB 1,258,000 in the same period of 2024, reflecting a substantial increase[10]. - The group’s financing costs for the reporting period were approximately RMB 3.3 million, an increase of about RMB 2.0 million or 162.1% compared to RMB 1.3 million in the same period last year[77]. Trade Receivables and Impairments - The company experienced a significant increase in trade and other receivables impairment losses, which rose to RMB 4,064,000 for the six months ended December 31, 2025, compared to RMB 924,000 in the same period of 2024[10]. - The provision for trade receivables was RMB 4.919 million as of December 31, 2025, compared to RMB 4.574 million as of June 30, 2025, reflecting a slight increase of 7.5%[37]. - The aging analysis of trade receivables showed that RMB 15.856 million was within 3 months overdue as of December 31, 2025, compared to RMB 3.373 million as of June 30, 2025, representing a significant increase of approximately 369.5%[36]. - The company has applied a simplified approach to measure expected credit losses for trade receivables, with total expected credit losses amounting to RMB 2.196 million as of December 31, 2025[38]. Share Capital and Options - The weighted average number of ordinary shares issued increased to 153,888,529 shares for the six months ended December 31, 2025, from 93,691,505 shares in the same period of 2024, reflecting a 64.3% increase[32]. - The total issued and paid-up share capital remained unchanged at 153,888,529 shares as of December 31, 2025[57]. - The company had 200,000 unexercised share options as of December 31, 2025, with an exercise price of HKD 2.2[51]. - The company has not recognized any share-based payment expenses for the six months ended December 31, 2025, consistent with the previous year[56]. Corporate Governance and Compliance - The Audit Committee, consisting of three independent non-executive directors, reviewed the unaudited consolidated financial statements for the six months ending December 31, 2025, and confirmed compliance with applicable accounting standards and GEM listing rules[130]. - The company has adopted GEM Listing Rules as its own code of conduct for directors' securities transactions, confirming compliance by all directors as of the report date[131]. - There were no changes in director information that required disclosure under GEM Listing Rules as of the report date[132]. - The company has adhered to the corporate governance code as per GEM Listing Rules from the listing date to the report period[135]. Strategic Initiatives - The company is actively pursuing potential land acquisitions and the development of data center services as part of its business growth strategy[58]. - The group is focusing on diversifying its furniture business to reduce reliance on a single revenue source and improve cash flow safety[67]. - The group has initiated a strategy to transition from "resource integration" to "self-construction" in its data center operations, with plans for future development in Inner Mongolia and Thailand[64][65]. - The company is strategically shifting focus from traditional furniture business to high-growth data center operations, leveraging AI infrastructure and expanding both domestic and international data center construction[68].

Financial Performance - The group's revenue for the six months ended December 31, 2025, was RMB 48,051,000, an increase of 9.5% compared to RMB 44,631,000 for the same period in 2024[5] - Gross profit decreased to RMB 9,069,000, down 25.5% from RMB 12,217,000 year-on-year[5] - Operating loss was reported at RMB 425,000, a significant improvement from a loss of RMB 1,613,000 in the previous year[5] - The net loss for the period was RMB 2,924,000, slightly higher than the loss of RMB 2,892,000 in 2024[6] - Basic and diluted loss per share was RMB 2.64, compared to RMB 2.15 in the previous year[6] - The group reported a loss before tax of RMB 2,872,000, slightly higher than the loss of RMB 2,871,000 in the previous year[17] - The company reported a net loss of RMB 4,056,000 for the six months ended December 31, 2025, compared to a net loss of RMB 2,019,000 for the same period in 2024, indicating a significant increase in losses[9] - The company’s total comprehensive expenses for the six months ended December 31, 2025, amounted to RMB 5,165,000, compared to RMB 2,561,000 in the previous year, indicating increased financial strain[9] Assets and Liabilities - Total assets as of December 31, 2025, were RMB 131,201,000, a decrease from RMB 135,143,000 as of June 30, 2025[8] - Current assets increased to RMB 76,489,000 from RMB 70,992,000 in the previous period[7] - Non-current liabilities totaled RMB 36,247,000, slightly up from RMB 35,907,000 as of June 30, 2025[8] - The company's equity attributable to owners decreased to RMB 30,694,000 from RMB 35,859,000[8] - Total equity as of December 31, 2025, was RMB 31,160,000, a decrease from RMB 35,193,000 as of July 1, 2025, reflecting a decline in shareholder value[9] - The asset-to-liability ratio as of December 31, 2025, was approximately 2.44 times, compared to 2.13 times as of June 30, 2025[89] Cash Flow and Financing - Operating cash flow for the six months ended December 31, 2025, was a net outflow of RMB 28,638,000, compared to a net outflow of RMB 4,332,000 for the same period in 2024, highlighting worsening cash flow conditions[11] - The company reported a decrease in cash and cash equivalents, ending the period with RMB 11,024,000, down from RMB 28,330,000 at the end of 2024, reflecting liquidity challenges[11] - The company raised RMB 12,119,000 from the placement of shares during the previous period, which contributed to financing activities[11] - The group incurred interest expenses of RMB 2,020,000 related to convertible bonds, compared to RMB 611,000 in the previous year[22] - The financing costs for the reporting period were approximately RMB 3.3 million, an increase of about RMB 2.0 million or 162.1% compared to the same period last year[78] Revenue Segmentation - The furniture segment generated revenue of RMB 39,582,000 for the six months ended December 31, 2025, an increase of 11.6% compared to RMB 35,513,000 in the same period of 2024[17] - The data center segment reported revenue of RMB 8,469,000, a decrease of 7.1% from RMB 9,118,000 in the previous year[17] - Furniture product sales contributed RMB 39,582,000, up 11.6% from RMB 35,513,000 year-on-year[27] - The data center business revenue decreased to RMB 8,469,000, down 7.1% from RMB 9,118,000 in the previous year[27] Trade Receivables and Impairment - The company experienced a significant increase in trade and other receivables impairment losses, amounting to RMB 4,064,000 for the six months ended December 31, 2025, compared to RMB 924,000 in the previous year[10] - Total trade receivables increased significantly to RMB 21,163,000 from RMB 8,628,000, reflecting a growth of 145.5%[35] - The expected credit loss for trade receivables as of December 31, 2025, is RMB 18,151,000, up from RMB 6,821,000 as of June 30, 2025[38] - The expected credit loss for the furniture segment's trade receivables is RMB 18,151,000, with a loss rate of 12.1% for overdue receivables[39] - The expected credit loss for the data center segment's trade receivables is RMB 1,799,000, with a loss rate of 88.6%[42] Employee and Corporate Governance - The group has a total of 211 employees as of December 31, 2025, with total employee costs amounting to approximately RMB 10.14 million for the six months ending December 31, 2025, compared to RMB 9.78 million in the same period of 2024[104] - The company has established an audit committee to review its financial statements, which confirmed compliance with applicable accounting standards and GEM listing rules[131] - The company has adhered to the corporate governance code as per GEM listing rules throughout the reporting period[136] Strategic Initiatives and Future Plans - The company continues to focus on its core business of manufacturing and selling furniture products and data center operations, as stated in its business overview[13] - The company is exploring potential land acquisitions and the development of data center services as part of its business expansion strategy[59] - The company is pursuing international expansion in Thailand's data center market, having identified potential land plots and signed agreements for future operations[66] - The company completed the acquisition of two industrial land parcels in Inner Mongolia, totaling approximately RMB 29.1 million, to build its own data centers[115] - The company plans to issue convertible bonds in March 2025, with a maximum of HKD 60 million allocated for land acquisition and HKD 49.4 million for data center development[115]

第四份進一步補充協議 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不對因本公告全部或任何 部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。 ZHI SHENG GROUP HOLDINGS LIMITED 智 昇 集 團 控 股 有 限 公 司 （ 於 開 曼 群 島 註 冊 成 立 的 有 限 公 司 ） （股份代號︰8370） 有關根據特別授權發行可換股債券的第四份進一步補充協議 茲提述(i)智昇集團控股有限公司（「本公司」）日期分別為2025年3月27日、2025年 7月25日、2025年8月21日、2025年9月29日及2025年12月10日之公告（「該等公告」） 及本公司日期為2025年4月30日之通函（「該通函」），內容有關（其中包括）認購及 建議發行可換股債券以及就（其中包括）延長最後截止日期而訂立之認購協議補充 協議（「第一份補充協議」）、進一步補充協議（「進一步補充協議」）、第二份進一步 補充協議（「第二份進一步補充協議」）及第三份進一步補充協議（「第三份進一步補 充協議」，連同第一份補充協議、進一步補 ...