依波路(01856) - 2025 - 年度业绩

Supplemental Announcement to the 2024 Annual Report This supplemental announcement provides detailed disclosures on continuing connected transactions, related party transactions, and compliance with listing rules, clarifying information from the 2024 annual report 1. Continuing Connected Transactions This section details the main terms, pricing policies, and proposed annual caps for continuing connected transactions with Crown City Group and Jun Guang Group a. Crown City Product and Service Master Framework Agreement This agreement between the company and controlling shareholder Crown City Group covers mutual provision of watches, accessories, and labor services, outlining pricing policies and annual transaction caps until December 31, 2025 - The contracting parties are the Company and Crown City Group (the Company's controlling shareholder)[3][4] - The agreement period is from January 1, 2023, to December 31, 2025[4] - Transaction nature includes Crown City Group providing watches, accessories, and watch labor services to the Group, and the Group providing watches, accessories, and watch labor services to Crown City Group[6] - Pricing policy requires product and service unit prices to refer to price lists generally applicable to all independent third parties, determined through fair negotiation and on normal commercial terms, and not less favorable than current market prices for similar categories and quality of products or services provided by independent third parties[5][6] Proposed Annual Caps and Actual Balances for Crown City Product and Service Master Framework Agreement | Period / Fiscal Year | Proposed Annual Cap (HKD) | Actual Balance (HKD) | | :------------------- | :------------------------ | :------------------- | | Products | | | | For the year ended December 31, 2023 | 9,500,000 | 640,000 | | For the year ended December 31, 2024 | 9,500,000 | 5,880,000 | | For the year ended December 31, 2025 | 9,500,000 | 9,500,000 | | Services | | | | For the year ended December 31, 2023 | 500,000 | 484,000 | | For the year ended December 31, 2024 | 500,000 | 500,000 | | For the year ended December 31, 2025 | 500,000 | 500,000 | b. Jun Guang Processing Service Master Framework Agreement This agreement between the company and Jun Guang Group covers the provision of watch component processing services by the Group, specifying commercial terms and annual caps until September 30, 2024 - The contracting parties are the Company and Jun Guang Group[9] - The agreement period is from December 1, 2023, to September 30, 2024[9] - The subject matter is the Group providing watch component processing services to Jun Guang Group from time to time[10] - Pricing policy requires service fees and terms to be on normal commercial terms, not less favorable than those available from independent third parties, referencing the Group's general price list for all customers, and compared with at least two similar service transactions with independent third parties[10][11] Proposed Annual Caps and Actual Balances for Jun Guang Processing Service Master Framework Agreement | Period | Proposed Annual Cap (HKD) | Actual Balance (HKD) | | :------------------------- | :------------------------ | :------------------- | | Period from December 1, 2023 to December 31, 2023 | 4,000,000 | 1,792,000 | | Period from January 1, 2024 to September 30, 2024 | 10,000,000 | 3,615,000 | 2. Related Party Transactions This section clarifies related party transactions, detailing the nature and amounts of transactions with Crown City Group's fellow subsidiaries and Jun Guang Group's associated companies, primarily involving sales, purchases, and leasing a. Crown City Group This section lists specific transactions between the Group and various fellow subsidiaries of Crown City Group for the 2024 fiscal year, including sales, purchases, and leasing, totaling approximately HKD 3.62 million under the Product and Service Master Framework Agreement Transactions with Crown City Group Fellow Subsidiaries (FY2024) | Related Party Name | Relationship | Transaction Nature | HKD Thousand | | :------------------------------------- | :---------------- | :----------------- | :----------- | | Guangdong Juxin Watch Co., Limited | Fellow Subsidiary | Sales of Goods | 975 | | Shenzhen Permanence Commerce Co., Limited | Fellow Subsidiary | Sales of Goods | 213 | | Corum Watches Malaysia SND BHD | Fellow Subsidiary | Sales of Goods | 11 | | Corum Watches Singapore Pte. Ltd | Fellow Subsidiary | Sales of Goods | 290 | | Corum (Hong Kong) Limited | Fellow Subsidiary | Rental Income | 300 | | Jilin Dayou Watch Limited | Fellow Subsidiary | Sales of Goods | 201 | | EBOHR Luxuries International Co., Limited | Fellow Subsidiary | Sales of Goods | 84 | | | | Rental Expense | 546 | | Difushi Watch (Shenzhen) Co., Limited | Fellow Subsidiary | Purchases of Goods | 12 | | Montres Corum Sàrl | Fellow Subsidiary | Sales of Goods | 875 | | Zhuhai Rossini Watch Industry Limited | Fellow Subsidiary | Sales of Goods | 58 | | PAMA Precision Manufacturing Ltd. | Fellow Subsidiary | Purchases of Goods | 55 | - For the year ended December 31, 2024, the total value of product and service transactions under the Product and Service Master Framework Agreement was approximately HKD 3,620,000[16] b. Jun Guang Group This section lists specific transactions between the Group and various associated companies of Jun Guang Group for the 2024 fiscal year, including sales and purchases, totaling approximately HKD 6.385 million under the Processing Service Master Framework Agreement for the nine months ended September 30, 2024 Transactions with Jun Guang Group Associated Companies (FY2024) | Related Party Name | Relationship | Transaction Nature | HKD Thousand | | :------------------------------------- | :---------------- | :----------------- | :----------- | | Shenzhen Crown City Jinxi Watch Industry Co., Limited | Associated Company | Sales of Goods | 1,809 | | | | Purchases of Goods | 51 | | Fair Future Industrial Limited | Associated Company | Sales of Goods | 3,965 | | Bestimever Limited | Associated Company | Purchases of Goods | 188 | | Qinzhou Jintai Precision Hardware Products Co., Limited | Associated Company | Sales of Goods | 343 | | | | Purchases of Goods | 29 | | Total | | | 6,385 | - For the nine months ended September 30, 2024, the total value of processing service transactions under the Processing Service Master Framework Agreement was approximately HKD 6,385,000[17] Shenzhen Crown City Jinxi Watch Industry Co., Limited Transactions (HKD Thousand) | Period | Amount | | :--------------- | :----- | | Jan-Sep 2024 | 1,809 | | Oct-Dec 2024 | 299 | | Total | 2,108 | Fair Future Industrial Limited Transactions (HKD Thousand) | Period | Amount | | :--------------- | :----- | | Jan-Sep 2024 | 3,965 | | Oct-Dec 2024 | 2,255 | | Total | 6,220 | 3. Compliance Statement and Board Information The company confirms compliance with Listing Rules Chapter 14A, clarifies that other related party transactions are either not continuing connected transactions or fully exempt, and lists the board of directors - The Company confirms compliance with the relevant provisions of Chapter 14A of the Listing Rules[18] - Except for continuing connected transactions disclosed in the 'Continuing Connected Transactions' section on page 56 of the annual report, all other related party transactions do not constitute continuing connected transactions or are fully exempt under Chapter 14A of the Listing Rules[19] - The Board of Directors includes Executive Directors Mr. Teguh Halim and Mr. Kong Lok, Non-executive Director Mr. Xiong Ying, and Independent Non-executive Directors Mr. Yu Chi Kit, Mr. Ng Tsz Yip, and Ms. Xiang Ting[19]