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通告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因本通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。 MINDTELL TECHNOLOGY LIMITED （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） 承董事會命 Mindtell Technology Limited 主席 鍾宜斌 香港，二零二五年三月六日 註冊辦事處： Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands （股份代號: 8611） 股東特別大會通告 茲通告Mindtell Technology Limited（「本公司」）謹訂於二零二五年三月二十六日（星期三） 上午十一時正假座香港上環皇后大道中181號新紀元廣場21樓舉行股東特別大會（「股東特 別大會」），藉以考慮及酌情通過（不論有否修訂）下列決議案為特別決議案： 特別決議案 1. 「動議待取得開曼群島公司註冊處處長批准後，採納中文名稱「九福來國際控股有限 ...

此乃要 件 請即處理 閣下對本通函任何方面或應採取之行動如有疑問，應諮詢 閣下之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。 閣下如已售出或轉讓名下所有Mindtell Technology Limited股份，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、持牌證券交易商或註冊 證券機構或其他代理商，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。 MINDTELL TECHNOLOGY LIMITED （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號: 8611） (1) 建議採納中文名稱； 及 (2) 股東特別大會通告 Mindtell Technology Limited（「本公司」）將於二零二五年三月二十六日（星期三）上午十一 時正假座香港上環皇后大道中181號新紀元廣場21樓舉行股東特別大會，召開大會之通告 載於本通函第6至7頁。無 ...

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通告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因本通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。 MINDTELL TECHNOLOGY LIMITED （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號: 8611） 普通決議案 — 1 — 1. 省覽、考慮及採納本公司及其附屬公司截至二零二四年十一月三十日止年度之經審 核綜合財務報表以及董事（「董事」）會報告及獨立聯席核數師報告； 2. (a) 重選下列退任董事： (i) 鍾宜斌先生為執行董事；及 (ii) 林鵬先生為非執行董事； (b) 授權董事會（「董事會」）釐定董事薪酬； 3. 續聘富睿瑪澤會計師事務所有限公司為本公司之獨立核數師，並授權董事會釐定彼 等之薪酬。 4. 「動議： (a) 在本決議案下文(c)段規限下及根據香港聯合交易所有限公司（「聯交所」）GEM證 券上市規則（「GEM上市規則」），一般及無條件批准董事於有關期間（定義見下文） 內行使本公司一切權力，以配發、發行及處理本公司股本中之額外股份（「股份」） ...

此乃要件 請即處理 閣下對本通函任何方面或應採取之行動如有疑問，應諮詢 閣下之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。 閣下如已售出或轉讓名下所有Mindtell Technology Limited股份，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、持牌證券交易商或註冊 證券機構或其他代理商，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。 MINDTELL TECHNOLOGY LIMITED （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號: 8611） (1)發行及購回股份之一般授權； (2)擴大發行股份之一般授權； (3)重選退任董事； 及 (4)股東週年大會通告 Mindtell Technology Limited（「本公司」）將於二零二五年三月二十六日（星期三）中午十二 時正，假座香港上環皇后大道中181號新紀元廣場21樓 ...

環境、社會及管治報告 ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT 環境、社會及管治報告 TABLE OF CONTENT 目錄 | | | | PAGE | | --- | --- | --- | --- | | | | | 頁碼 | | I. | ABOUT THE REPORT | 關於本報告 | 2 | | II. | BOARD INCLUSIVENESS | 董事會參與 | 5 | | III. | MESSAGE FROM THE BOARD | 董事致辭 | 8 | | IV. | STAKEHOLDER ENGAGEMENT | 持份者參與 | 11 | | V. | ENVIRONMENTAL SUSTAINABILITY | 環境可持續性 | 20 | | VI. | SOCIAL SUSTAINABILITY | 社會可持續發展 | 33 | | VII. | APPENDIX | 附錄 | 49 | | VIII. | REPORT DISCLOSURE ...

Business Operations and Strategy - The Group's operation is primarily located in Malaysia, providing system integration and IT-related services since 2006, with a focus on both private and public sectors [19] - The Group is actively bidding for new contracts to enhance business performance and is developing advanced versions of existing IT products to increase competitive advantage [20] - The Group aims to secure several substantial contracts in FY2025 to enhance customers' technology and digital infrastructure [20] - The Group is exploring appropriate investment opportunities to strengthen its core business [20] - The focus will be on executing business strategies and leveraging relative strengths [20] - The Group aims to strengthen its position as a major technology service provider in the commercial and public financial services sectors [32] - The Group plans to explore new verticals and industries through research and development and potential investment partnerships [32] - The Group emphasizes partnerships with software companies like IBM and Oracle to enhance its business capabilities [32] - The Group is looking to establish partnerships and potential acquisitions to broaden its product offerings [32] - Future plans include promoting new research and development solutions to explore untapped verticals and industries through potential investment partners [76] Financial Performance - The Group's total revenue increased by approximately 17.0% to approximately RM14.2 million for the year ended 30 November 2024, up from RM12.2 million in 2023 [34] - Revenue from system integration and development services rose by approximately 14.4% to RM12.9 million, primarily due to a new project contributing RM3.5 million [38] - IT outsourcing services revenue decreased by approximately 66.8% to RM0.2 million, attributed to staff allocation to internal projects [39] - Maintenance and consultancy services revenue surged by approximately 281.7% to RM1.1 million, driven by a new project and renewals of maintenance contracts [40] - Gross profit increased from approximately RM2.6 million in 2023 to approximately RM4.1 million in 2024, with gross profit margin rising from 21.7% to 28.8% [48] - Administrative expenses decreased by approximately 33.1% to RM5.4 million for the year ended 30 November 2024, down from RM8.1 million in 2023 [49] - Finance costs decreased by approximately 13.1% to RM73,000 for the year ended 30 November 2024, compared to RM84,000 in 2023 [50] - The Group recorded a loss of approximately RM1.1 million for the year ended 30 November 2024, a decrease from RM5.4 million in 2023 [52] - Total borrowings amounted to approximately RM1.7 million as of 30 November 2024, compared to RM1.6 million in 2023, with a gearing ratio of 64.5% [60] - The Group's net current assets were approximately RM1.4 million as of 30 November 2024, down from RM2.5 million in 2023, with a current ratio of approximately 1.2 times [61] Technological Advancements - Significant technological advancements in the banking industry, including Artificial Intelligence, Blockchain, and Big Data, are driving transformation and digitization, impacting all major business lines [20] - The financial services industry is undergoing significant digital transformation, with a focus on modernizing core systems to enhance customer experience [25] - The Group is committed to integrating AI-driven solutions into its offerings, reflecting the industry's increasing focus on AI applications [25] - The company will focus on key research in fraud management, leveraging private cloud Artificial Intelligence to unlock new revenue opportunities [77] - A successful collaboration with Oracle has led to a new contract, with ongoing projects in anti-money laundering compliance software in Southeast Asia [80] Corporate Governance and Leadership - The company is committed to enhancing its corporate governance practices, as indicated by the appointment of experienced directors [115] - The company has a strong leadership team with diverse backgrounds in technology, finance, and property development [115] - The company aims to leverage its management's expertise to drive future growth and market expansion [128] - The strategic focus includes enhancing corporate governance and compliance through experienced board members [129] - The company has complied with the Corporate Governance Code (CG Code) during the year ended 30 November 2024, with some exceptions noted [158] - The company has a structured approach to corporate governance, ensuring responsibilities are clearly established [158] - The company has adopted the corporate governance code as per GEM Listing Rules Appendix C1, ensuring compliance for the year ending November 30, 2024, with noted deviations [160] - The Board consists of one executive director, two non-executive directors, and three independent non-executive directors, ensuring diverse perspectives in decision-making [168] - The Audit Committee has direct access to the company's external auditors and independent professional advisers when necessary [159] - The company emphasizes high levels of corporate governance and business ethics as a major objective to maximize long-term interests [157] Human Resources and Staff Development - The company is investing in staff training, sales personnel hiring, and brand marketing to enhance its partnerships and market presence [80] - As of November 30, 2024, the total staff costs were approximately RM8.0 million, a decrease from RM8.6 million in 2023 [87] - The Group contributed approximately RM748,000 to retirement benefit schemes in 2024, slightly down from RM769,000 in 2023 [91] - The management team includes professionals with extensive backgrounds in various sectors, enhancing the company's operational capabilities [132] - The company has implemented a board diversity policy, with one female director among the six total directors [177] Investment and Future Growth - The company is actively pursuing real estate investment opportunities, as evidenced by Mr. Siah's acquisition of Commonarcs Sdn Bhd [102] - The company is expanding its focus on bio-dynamic oriented agricultural activities through Rivermains Sdn. Bhd. [103] - Mr. Siah has invested in Bellsnord Sdn Bhd, focusing on the development of the next generation digital core banking system, anticipating significant industrial transformation over the next 10 years [103] - The company has developed two proprietary IT products, NS3 and CUSTPRO, which are integral to its business strategy [98]

Business Operations - The Group's operation is primarily located in Malaysia, providing system integration and computer-related services since 2006[22] - The Group has diversified its business to include general trading services related to IT and management consultancy services[22] - Customers include banks, financial institutions, government bodies, educational institutions, IT service firms, and small to medium enterprises[22] Financial Performance - The Group recorded a total revenue increase of approximately 17.0% to approximately RM14.2 million for the year ended 30 November 2024, compared to RM12.2 million in 2023[37] - Revenue growth was primarily driven by increases in system integration and development services, as well as maintenance and consultancy services, offset by a decrease in IT outsourcing services[37] - Revenue from system integration and development services increased by approximately 14.4% to RM12.9 million for the year ended 30 November 2024, up from RM11.3 million in 2023[41] - Revenue from IT outsourcing services decreased by approximately 66.8% to RM0.2 million for the year ended 30 November 2024, down from RM0.6 million in 2023[42] - Revenue from maintenance and consultancy services increased by approximately 281.7% to RM1.1 million for the year ended 30 November 2024, compared to RM0.3 million in 2023[43] - Gross profit increased from approximately RM2.6 million in 2023 to approximately RM4.1 million in 2024, with the gross profit margin rising from 21.7% to 28.8%[51] - Administrative expenses decreased by approximately 33.1% to RM5.4 million for the year ended 30 November 2024, down from RM8.1 million in 2023[52] - The Group recorded a loss of approximately RM1.1 million for the year ended 30 November 2024, a decrease from a loss of approximately RM5.4 million in 2023[55] Market Position and Strategy - The Group is actively bidding for substantial contracts to enhance customers' technology and digital infrastructure in FY2025, driven by technological advancements in the banking industry[23] - The focus on digital transformation and the integration of Artificial Intelligence (AI) into offerings is shaping the industry's future and enhancing the Group's value proposition[28] - The Group aims to strengthen its core business through appropriate investment opportunities and partnerships with software companies like IBM and Oracle[35] - The ongoing transformation and digitization in the financial services sector are key demand drivers that will significantly impact all major business lines[23] - The Group is well-positioned to navigate market uncertainties while delivering sustainable growth, particularly in the public financial services sector[29] - The Group plans to continue as a major technology service provider for the commercial and public financial services industries, noting reduced competition in the Malaysian market[78] Investment and Partnerships - The Group is committed to fostering partnerships and exploring potential acquisitions to broaden its product offerings[35] - The Group aims to promote new research and development solutions to explore new verticals and sectors through potential investment partners[79] - A successful collaboration with Oracle has led to a new contract, with ongoing projects focusing on compliance software in the anti-money laundering area[83] - The Group is actively seeking partnerships and potential acquisitions to enhance product offerings and stay ahead in AI technology advancements[84] Financial Health and Ratios - Total borrowings amounted to approximately RM1.7 million as of 30 November 2024, compared to RM1.6 million in 2023[62] - The gearing ratio increased to 64.5% as of 30 November 2024, up from 42.1% in 2023[63] - Net current assets decreased to approximately RM1.4 million as of 30 November 2024, down from approximately RM2.5 million in 2023[64] - The current ratio was approximately 1.2 times as of 30 November 2024, compared to approximately 1.4 times in 2023[64] - As of 30 November 2024, the Group's interest-bearing borrowings were secured by properties with a net carrying amount of approximately RM1.1 million, unchanged from 2023[75] - The Group's banking facilities on issuance of bank guarantees were backed by restricted bank balances of approximately RM156,000, down from RM384,000 in 2023[74] Human Resources and Staff Costs - Total staff costs and related expenses for the year ended 30 November 2024 were approximately RM8.0 million, a decrease from approximately RM8.6 million in 2023[90] - The Group's total contributions to retirement benefit schemes were approximately RM748,000 for the year ended 30 November 2024, compared to RM769,000 in 2023[94] - The group is required to contribute 5% of employees' relevant income to the Mandatory Provident Fund (MPF) plan in Hong Kong, with a monthly income cap of HKD 30,000[96] - In Malaysia, the group contributes between 6% to 13% of salary costs to the employee provident fund as per statutory requirements[96] - The group has no forfeited contributions available to reduce the current contribution levels to the MPF and provident fund plans as of the end of November 2024[96] Leadership and Governance - Mr. Chong Yee Ping, the founder and CEO, has been instrumental in developing the group's self-developed IT products, NS3 and CUSTPRO[99] - Mr. Siah Jiin Shyang, a non-executive director, has a background in business intelligence and data warehousing, having founded CSS MSC Sdn. Bhd. in 2005[104] - Mr. Lam Pang, a non-executive director, has around 30 years of experience in trading and property investment between the PRC and Hong Kong[112] - The company is focused on expanding its market presence by leveraging the expertise of its newly appointed directors[124][131] - The recent appointments of independent directors are expected to strengthen corporate governance and strategic direction[118][124][131] - The company emphasizes the importance of IT consultation and business software solutions in its operational strategy[145] - The company has a strong focus on corporate governance and financial management, as evidenced by Mr. Yeung's extensive background in these areas[153] Corporate Governance - The company has complied with the Corporate Governance Code (CG Code) for the year ended November 30, 2024, with exceptions noted[161] - The roles of chairman and chief executive officer are held by Mr. Chong Yee Ping, who has been responsible for overall management since the company's inception[162] - The Board consists of one executive director, two non-executive directors, and three independent non-executive directors, ensuring diverse perspectives[171] - The company has adopted the required standard of dealings for directors' securities transactions as per GEM Listing Rules[168] - The Board is responsible for the leadership and control of the Group, overseeing strategic decisions and performance[172] - Daily management and operations are delegated to the management team, with functions reviewed by the Board[173] - The company emphasizes maintaining high levels of corporate governance and business ethics as a major objective[160] - The company has a strong focus on environmental, social, and governance (ESG) factors in its operations[172] Committees and Compliance - The Audit Committee, comprising three independent non-executive Directors, oversees the financial reporting process and risk management, reviewing results for the year ended November 30, 2024[189] - The Remuneration Committee will review the share option scheme annually starting from 2024, although no share options were granted in the year ended November 30, 2024[194] - The Company complies with GEM Listing Rules by appointing at least three independent non-executive Directors, ensuring one has relevant financial expertise[186] - The Nomination Committee is responsible for recommending candidates to fill board vacancies based on the Company's diversity and nomination policies[196] - All non-executive Directors are appointed for a fixed term of three years, subject to re-election at the annual general meeting[185] - The Company has received annual confirmations of independence from all independent non-executive Directors, affirming their compliance with independence guidelines[187] - The Audit Committee reviews the accounting standards and practices adopted by the Group, ensuring effective internal controls and risk management[189] - The Company’s governance structure includes a clear delineation of responsibilities among the Board, Audit Committee, Remuneration Committee, and Nomination Committee[188]

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。 Mindtell Technology Limited 主席 鍾宜斌 香港，二零二五年二月十七日 於本公告日期，執行董事為鍾宜斌先生；非執行董事為謝錦祥先生及林鵬先生；及獨立 非執行董事為拿督楊國喜，蕭劍明先生及劉鳴鳳女士。 MINDTELL TECHNOLOGY LIMITED （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號: 8611） 董事會會議通告 Mindtell Technology Limited（「本公司」）之董事（「董事」）會（「董事會」）公佈，董事會會議 將於二零二五年二月二十八日（星期五）舉行，藉此（其中包括）批准本公司及其附屬公司 於截至二零二四年十一月三十日止年度之經審核年度業績及考慮派付末期股息（如有）。 代表董事會 本公告乃遵照香港聯合交易所有限公司GEM證券上市規則之規定而提供有關本公司之資料， 董事願就此共同及個別地承擔全部責任。董事經作出一 ...

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： Mindtell Technology Limited 呈交日期： 2025年2月13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) | 08611 | 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 | | | | | ...

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。 本公告僅供參考，並不構成收購、購買或認購本公司任何證券之邀請或要約。 MINDTELL TECHNOLOGY LIMITED （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號: 8611） (1)內幕消息 有關業務合作的意向書；及 (2)建議採納中文名稱 本公告乃根據香港法例第571章證券及期貨條例第XIVA部項下之內幕消息條文（定義見 GEM上市規則）及GEM上市規則第17.10條作出。 意向書 董事會欣然宣佈，於二零二五年一月二十二日（交易時段後），本公司與耿先生及趙女 士訂立意向書，內容有關可能合作之討論。 董事會謹此強調，截至本公告日期，各方尚未就可能合作訂立具法律約束力的協議。倘 正式協議落實，根據GEM上市規則，訂立正式協議可能構成本公司之須予公佈交易。若 正式協議已訂立，本公司將就可能合作作出進一步公告。 由於有關可能合作的正式協議未必會訂立，投資者及股東於買賣股 ...