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 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。 BASETROPHY GROUP HOLDINGS LIMITED 基地錦標集團控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：8460） 有關截至二零二二年十二月三十一日止年度 年報 — 所得款項用途 之補充公告 茲提述基地錦標集團控股有限公司（「本公司」）日期為二零二一年十月十八日、二零 二一年十月二十二日及二零二一年十一月四日有關根據一般授權配售新股份（「配售 事項」）的公告及本公司截至二零二一年十二月三十一日止年度之年度報告（「二零二 一年年報」），以及截至二零二二年十二月三十一日止年度之年度報告（「二零二二年年 報」）。本公告旨在提供二零二二年年報之補充資料。 配售事項之所得款項用途 誠如二零二一年年報所披露，於二零二一年十二月三十一日，配售事項之所得款項淨 額中約2.9百萬港元已用作營運資金用途，而未動用所得款項淨額約1.3百萬港元（「未 動用所得款項」）則存放於香港持牌銀行，預期 ...

Financial Performance - The Group's revenue for the first quarter of 2023 was HKD 14,228,000, a decrease of 16.5% compared to HKD 17,122,000 in the same period of 2022[4] - Gross profit for the first quarter of 2023 was HKD 2,918,000, down from HKD 3,010,000, reflecting a gross margin of approximately 20.5%[4] - Operating profit increased to HKD 442,000 in Q1 2023 from HKD 349,000 in Q1 2022, representing a growth of 26.7%[4] - The Group reported a net profit of HKD 48,000 for Q1 2023, a decline of 44.8% from HKD 87,000 in Q1 2022[4] - Basic and diluted earnings per share for the first quarter of 2023 were HKD 0.05, down from HKD 0.08 in the same quarter of the previous year[4] - The total comprehensive income for the first quarter of 2023 was HKD 60,000, compared to HKD 87,000 in Q1 2022, indicating a decrease of 31.0%[4] Costs and Expenses - The Group's financing costs increased to HKD 298,000 in Q1 2023 from HKD 125,000 in Q1 2022, marking a rise of 138.4%[4] - The Group's administrative and other operating expenses decreased to HKD 2,533,000 in Q1 2023 from HKD 2,699,000 in Q1 2022, a reduction of 6.2%[4] - The cost of sales for the same period was approximately HKD 11.3 million, down about 19.9% from HKD 14.1 million in the previous year, primarily due to reduced employee costs[29] - The total administrative and other operating expenses for the period were approximately HKD 2.5 million, a decrease of about 6.2% from HKD 2.7 million in the same period of 2022[31] Equity and Shareholder Information - The Group's total equity as of March 31, 2023, was HKD 61,378,000, an increase from HKD 61,284,000 at the beginning of the quarter[5] - As of March 31, 2023, Mr. Liu holds 51,000,000 shares, representing 44.35% of the company's equity[35] - No major shareholders or other individuals reported interests in the company's shares beyond those disclosed[38] Corporate Governance and Compliance - The company has fully complied with the corporate governance code as of March 31, 2023[44] - The audit committee reviewed the financial reporting processes and internal controls for the quarter ending March 31, 2023[45] - The audit committee's review confirmed that the financial performance for the quarter complies with applicable accounting standards and regulations[47] - The board of directors confirmed adherence to the trading code for securities transactions during the three months ending March 31, 2023[42] Strategic Plans and Operations - The company plans to expand its property agency business beyond Hong Kong, targeting markets including Japan, the Middle East, and mainland China[26] - The company has been actively monitoring project progress and maintaining communication with suppliers and subcontractors to mitigate any potential disruptions[26] - The company aims to enhance operational efficiency and profitability while seeking opportunities to expand revenue sources and increase shareholder value[26] Other Financial Information - The exchange difference from the translation of foreign operations resulted in a gain of HKD 12,000 in Q1 2023, compared to no gain in Q1 2022[4] - The fair value changes of assets recognized in profit or loss amounted to HKD 53,000 for the three months ended March 31, 2023, compared to HKD 38,000 in the previous year[16] - The board of directors did not recommend the payment of any dividends for the three months ended March 31, 2023, consistent with the previous year[33] Stock Options and Securities - No purchases, sales, or redemptions of the company's listed securities occurred during the three months ending March 31, 2023[39] - No stock options were granted, exercised, expired, or lapsed during the three months ending March 31, 2023[43] - The company has adopted a stock option plan to attract and retain talent, although no options were active in the reporting period[43] - The company has no competition or conflict of interest issues reported during the three months ending March 31, 2023[40]

Financial Performance - For the year ended December 31, 2022, the group's total revenue was approximately HKD 86.5 million, a decrease of about HKD 2.3 million compared to the previous year[8]. - The group recorded a net loss of approximately HKD 6.5 million for the year ended December 31, 2022, compared to a net profit of approximately HKD 0.6 million for the year ended December 31, 2021[11]. - The decrease in revenue was primarily due to project delays caused by the COVID-19 pandemic, impairment provisions for receivables and contract assets, and a reduction in other income due to the lack of subsidies from the Hong Kong government's employment support scheme[8]. - The group's revenue decreased from approximately HKD 88.8 million in the year ended December 31, 2021, to approximately HKD 86.5 million in the year ended December 31, 2022, a decline of about HKD 2.3 million or 2.6% due to project delays caused by the COVID-19 pandemic[19]. - The cost of sales reduced from approximately HKD 77.9 million to approximately HKD 70.2 million, a decrease of about HKD 7.7 million or 9.9%, aligning with the revenue decline[20]. - The gross profit for the year ended December 31, 2022, was approximately HKD 16.3 million, an increase of about 49.0% from approximately HKD 10.9 million in the previous year, with a gross margin of approximately 18.8%, up about 6.5 percentage points from 12.3%[21]. - The group recorded a loss attributable to owners of approximately HKD 6.5 million for the year ended December 31, 2022, compared to a profit of approximately HKD 0.6 million in the previous year, primarily due to project delays and impairment provisions[27]. - As of December 31, 2022, the group's cash and bank balances were approximately HKD 4.1 million, down from approximately HKD 4.4 million in the previous year[29]. - The total debt, including bank borrowings and lease liabilities, was approximately HKD 17.2 million as of December 31, 2022, compared to approximately HKD 11.3 million in the previous year[29]. - The group's capital debt ratio was approximately 28.0% as of December 31, 2022, up from 17.1% in the previous year[31]. Business Strategy and Expansion - The group plans to expand its property agency business beyond Hong Kong, targeting markets including Japan, the Middle East, and mainland China[8]. - The board and management team will develop strategies to consolidate the group's core business while seeking development opportunities in Hong Kong and the Greater Bay Area[8]. - The company aims to provide diversified services to clients and create value for shareholders[8]. - The group aims to enhance operational efficiency and profitability while actively seeking opportunities to broaden revenue sources and increase shareholder value[12]. Employee and Management Information - The total employee cost for the year ended December 31, 2022, was approximately HKD 20.1 million, an increase from approximately HKD 17.9 million in 2021[48]. - The group had a total of 54 full-time employees as of December 31, 2022, compared to 25 in 2021[48]. - The company has a strong management team with extensive experience in various industries, including leather product manufacturing, real estate development, and automotive sales[58][60][62][63]. - The company has been involved in significant management changes, with several key appointments made in recent years, enhancing its governance structure[61][62][63]. - The company’s independent non-executive directors bring over 14 years of experience in auditing and accounting services, contributing to its financial oversight[60]. Corporate Governance - The company has a commitment to corporate governance, with independent directors actively participating in various committees[60][62][63]. - The company emphasizes the importance of financial management and corporate governance, with experienced professionals in key positions[66]. - The board consists of a majority of independent non-executive directors, exceeding the GEM listing requirement of at least one-third[133]. - The company has adopted a board diversity policy to enhance performance quality through diverse member backgrounds[136]. - The company has established three board committees: Remuneration Committee, Nomination Committee, and Audit Committee, each with clear written terms of reference[163]. Shareholder Information - The issued share capital of the company as of December 31, 2022, was HKD 11.5 million, with a total of 115,000,000 shares issued at a par value of HKD 0.10 per share[38]. - The net proceeds from the share issuance were approximately HKD 1.539 million, allocated for working capital and future investments[39]. - The company did not recommend a final dividend for the year ended December 31, 2022, consistent with the previous year[46]. - The company has adopted a general dividend policy aimed at providing shareholders with a share of the group's profits, subject to certain considerations[72]. - The company has the discretion to declare dividends, which must be approved by shareholders at the annual general meeting[76]. ESG and Sustainability - The ESG report reflects the company's performance in environmental management and social responsibility for the year from January 1, 2022, to December 31, 2022[193]. - The company has identified several ESG issues relevant to its operations and has assessed their significance based on their impact on stakeholders[194]. - The group is committed to reducing greenhouse gas emissions through various environmental policies and measures, promoting energy-saving practices in the office[200]. - The group has adopted proactive guidelines and action plans to address potential ESG issues and continuously reviews its sustainability policies to meet evolving stakeholder needs[195]. - The group maintains open and regular communication with stakeholders to gather opinions and strengthen the reporting principles of quantification, balance, and consistency[199]. Risk Management - The company has established a risk management procedure that includes annual risk identification and assessment, with detailed records maintained for board and management review[179]. - The board is responsible for overseeing the effectiveness of the company's internal control and risk management systems, which are reviewed at least annually[178]. Audit and Compliance - The consolidated financial statements for the year ending December 31, 2022, were audited by Guowei CPA[124]. - The external auditor, Guowei CPA Limited, received approximately HKD 680,000 for audit services for the year ended December 31, 2022[176]. - The company has not established an internal audit function, as its internal control system is deemed effective after review by the audit committee and board[181].

Financial Performance - The total revenue for the year ended December 31, 2021, was approximately HKD 88.8 million, a decrease of HKD 20.3 million compared to the previous year[8]. - The net profit for the year ended December 31, 2021, was approximately HKD 0.6 million, compared to HKD 0.5 million for the year ended December 31, 2020[11]. - The group's revenue decreased from approximately HKD 109.1 million for the year ended December 31, 2020, to approximately HKD 88.8 million for the year ended December 31, 2021, a decline of about HKD 20.3 million or 18.6%[19]. - The gross profit for the year ended December 31, 2021, was approximately HKD 10.9 million, an increase of about 49.3% from approximately HKD 7.3 million for the year ended December 31, 2020, with a gross margin of approximately 12.3%[21]. - Other income and gains increased from approximately HKD 3.3 million for the year ended December 31, 2020, to approximately HKD 4.5 million for the year ended December 31, 2021, primarily due to a one-time gain of approximately HKD 2.5 million from the sale of properties, plants, and equipment[23]. - Administrative and other operating expenses increased by approximately HKD 1.3 million or 13.8% to approximately HKD 10.7 million for the year ended December 31, 2021, mainly due to increased employee costs[24]. - The group recorded a profit attributable to owners of approximately HKD 0.6 million for the year ended December 31, 2021, compared to approximately HKD 0.5 million for the year ended December 31, 2020[27]. - As of December 31, 2021, the group's cash and bank balances were approximately HKD 4.4 million, down from approximately HKD 5.4 million as of December 31, 2020[29]. - The total debt, including bank borrowings and lease liabilities, was approximately HKD 11.3 million as of December 31, 2021, compared to approximately HKD 19.8 million as of December 31, 2020[29]. - The group's gearing ratio was approximately 17.1% as of December 31, 2021, down from approximately 32.2% as of December 31, 2020[31]. - The total employee costs for the year ended December 31, 2021, were approximately HKD 17.9 million, an increase from HKD 11.7 million in 2020[44]. Industry Outlook - The construction industry faced a 1.5% decline in the total value of completed construction works in 2021 compared to 2020, primarily due to the impact of the COVID-19 pandemic[7]. - The company remains cautiously optimistic about the construction industry's recovery in 2022, despite the surge in Omicron cases[8]. - The board plans to develop strategies to consolidate core business while seeking opportunities in Hong Kong and the Greater Bay Area[8]. - The company will continue to monitor overall industry changes and adapt its strategies accordingly[8]. Corporate Governance - The board consists of three independent non-executive directors, exceeding the GEM listing rules requirement of at least one-third[129]. - The independent non-executive directors play a significant role in providing impartial opinions on strategy, performance, and monitoring issues, ensuring the interests of all shareholders are considered[129]. - The company has adopted a board diversity policy to enhance performance quality, considering factors such as gender, age, experience, and professional qualifications[131]. - The nomination committee will disclose the composition of the board and monitor the implementation of the board diversity policy in the corporate governance report[136]. - The nomination policy aims to ensure the board possesses the necessary skills, experience, knowledge, and diverse perspectives relevant to the company's business[140]. - The board is ultimately responsible for the selection, appointment, and reappointment of directors[146]. - The nomination committee will regularly review the nomination policy to ensure transparency, fairness, and alignment with current regulatory requirements[148]. - The corporate governance report will disclose the nomination policy summary, including the nomination process and criteria used for selecting candidates[150]. Risk Management and Internal Controls - The board of directors is responsible for overseeing the internal control and risk management systems, which are reviewed at least annually[170]. - The audit committee reviewed the internal control system and deemed it effective and sufficient for the year ended December 31, 2021[173]. - The company has established a risk management process that includes annual risk identification and assessment[171]. - The audit committee's responsibilities include reviewing financial information, internal control procedures, and risk management systems, ensuring robust governance practices[162]. Environmental, Social, and Governance (ESG) Initiatives - The group is committed to reducing greenhouse gas emissions through various environmental policies and measures, promoting energy-saving practices in the office[192]. - The ESG report covers the group's performance in environmental management and social responsibility for the period from January 1, 2021, to December 31, 2021[185]. - The group has established a dedicated team to manage ESG matters across its business departments and continuously monitor progress in addressing climate change[187]. - Stakeholder engagement is emphasized, with the group maintaining open communication channels to gather feedback and improve ESG performance[189]. - The group focuses on reducing operational emissions and encouraging suppliers to participate in reducing emissions within the supply chain[192]. - The ESG report is prepared in accordance with the guidelines set out in the GEM Listing Rules Appendix 20[184]. - The group aims to enhance transparency and accountability through the annual publication of the ESG report[185]. - The group has identified several ESG issues relevant to its operations and assessed their significance based on stakeholder impact[186]. - The board of directors is responsible for ensuring the effectiveness of the ESG policies implemented by the group[187]. - The group is committed to adapting its sustainability policies to meet the evolving needs of stakeholders[187]. Management and Board Composition - Leung Yat Fai Frankie was appointed as the Chairman and Executive Director on May 10, 2021, bringing extensive experience in the footwear and real estate development industries[50]. - Fong Pui Yin has been the Deputy General Manager of Badi Limited since July 2000, contributing to the leather product manufacturing and real estate development sectors[53]. - The company has a strong management team with over 16 years of legal experience represented by independent non-executive director Lin Tzu Yau[57]. - The company has been expanding its board with experienced professionals, including independent non-executive director Lok Kwok Wai, who has over 27 years of experience in corporate banking and marketing[59]. - The management team includes project manager Tao Kam Ming, who has over 14 years of experience in the construction industry, enhancing the company's project execution capabilities[61]. Shareholder Information - The company has a distributable reserve of approximately HKD 14.8 million as of December 31, 2021[84]. - The company did not recommend a final dividend for the year ended December 31, 2021, consistent with no dividends in 2020[43]. - The company has adopted a general dividend policy aimed at providing shareholders with a share of the group's profits, subject to certain criteria[68]. - The company has been actively reviewing its dividend policy and retains the right to update or modify it at any time[72]. - The company’s financial performance and expected future performance will be considered when declaring dividends[69]. Compliance and Audit - The consolidated financial statements for the year ended December 31, 2021, were audited by Guo Wei CPA Limited[119]. - The company has not changed external auditors in the past three years[120]. - The audit committee reviewed the consolidated financial statements for the year ended December 31, 2021, and confirmed that they complied with applicable accounting standards and GEM listing rules[162]. - The company has purchased liability insurance for its directors and senior management to cover potential legal liabilities[126]. Employee and Management Policies - The total remuneration for senior management as of December 31, 2021, included 2 individuals earning up to HKD 1,000,000[104]. - The remuneration committee is responsible for reviewing the remuneration policy and structure for directors and senior management at least once a year[105]. - The remuneration committee held four meetings during the year ended December 31, 2021, to review the remuneration of directors and senior management, concluding that the compensation was fair and reasonable[159]. - The company has a retirement benefits plan detailed in the financial statements as of December 31, 2021[106]. Communication with Shareholders - The company has adopted a shareholder communication policy to ensure timely and equal access to information for shareholders and potential investors[179]. - The company has set up multiple channels for communication with shareholders, including a Hong Kong share transfer registration office[180]. - The company has a policy for disclosing inside information to ensure compliance with statutory disclosure requirements[174].