普乐师集团控股(02486) - 2025 - 年度业绩

Supplemental Announcement Overview This announcement provides supplementary information to the 2024 Annual Report regarding the use of listing proceeds and the share award scheme Purpose of the Announcement This announcement supplements the 2024 Annual Report with additional details on the use of listing proceeds and the share award scheme to meet disclosure requirements - This announcement is a supplement to the 2024 Annual Report, primarily providing additional information on "Use of Proceeds from Listing" and "Share Award Scheme"[3] Use of Proceeds from Listing The Group adjusted the allocation of net proceeds, reallocating funds from strategic investments to sales, marketing, and working capital to support joint venture expansion Net Proceeds Utilization As of December 31, 2024, HK$88.1 million of the HK$206.7 million net proceeds has been used, with HK$62.0 million for strategic investments reallocated Net Proceeds Utilization (As of December 31, 2024) | Use of Proceeds | Original Total (HK$ Million) | Actual Net Amount Used as of Dec 31, 2024 (HK$ Million) | Unused Net Amount as of Dec 31, 2024 (HK$ Million) | Revised Item Percentage (%) | Revised Item Net Amount (HK$ Million) | | :--- | :--- | :--- | :--- | :--- | :--- | | Enhancing Core Technological Capabilities and Basic R&D | 66.1 | 7.0 | 59.1 | 32.0% | 66.1 | | Seeking Strategic Investments, Acquisitions, and Collaborations | 62.0 | — | — | — | — | | Enhancing Sales and Marketing Capabilities | 42.4 | 24.9 | 41.2 | 32.0% | 66.1 | | Repaying Bank Loans | 15.5 | 15.5 | — | 7.5% | 15.5 | | Working Capital | 20.7 | 40.7 | 18.3 | 28.5% | 59.0 | | Total | 206.7 | 88.1 | 118.6 | 100.0% | 206.7 | - Total net proceeds from listing amounted to approximately HK$206.7 million, with HK$88.1 million utilized and HK$118.6 million remaining as of December 31, 2024[4][5] - HK$62.0 million under "seeking strategic investments, acquisitions, and collaborations" has been fully reallocated, resulting in zero actual usage for this item[5] Reasons for Changes and Delays in Use of Proceeds and Benefits The Board reallocated funds from strategic investments to sales, marketing, and working capital to support joint venture expansion, enhancing flexibility and reducing risk - The Board has decided to change the use of the unutilized portion of net proceeds from listing to adapt to business development and customer needs[6] - The changes aim to utilize financial resources more effectively, maintain a lower gearing ratio, and incur less interest expense, aligning with the overall interests of the Group and shareholders[7] - The delay in the utilization schedule of net proceeds is primarily due to business development adjustments and the strategy of forming joint ventures instead of acquisitions[7] Changes in Enhancing Core Technological Capabilities and Basic R&D Expanded the scope of HK$60.5 million unutilized funds for R&D to allow flexible adjustments, maintaining total investment - Expanded the scope of HK$60.5 million unutilized funds under "enhancing core technological capabilities and basic R&D" to allow for more flexible adjustments to technical capabilities and R&D plans[6] - The total amount and intensity of investment for this item will remain unchanged[6] Changes in Seeking Strategic Investments, Acquisitions, and Collaborations Reallocated HK$62.0 million from strategic investments to sales, marketing, and working capital, shifting to joint ventures for market expansion - Reallocated HK$62.0 million originally for "seeking strategic investments, acquisitions, and collaborations" to "enhancing sales and marketing capabilities" and "working capital"[6] - The Group's strategy has shifted to forming joint ventures with business partners to expand into new markets and business areas, rather than pursuing acquisitions[6] - Forming joint ventures requires less initial investment capital and allows for sharing operational risks with business partners, considered a more prudent approach than acquisitions[6] Changes in Enhancing Sales and Marketing Capabilities An additional HK$23.7 million was allocated to sales and marketing to support new joint ventures' efforts - An additional HK$23.7 million was allocated to "enhancing sales and marketing capabilities" to support sales and marketing efforts after the establishment of joint ventures[7] Changes in Working Capital An additional HK$38.3 million was allocated to working capital for new joint ventures and to enhance financial flexibility - An additional HK$38.3 million was allocated to "working capital", primarily for the working capital of newly established joint ventures[7] - Aims to enhance the Group's financial resource utilization flexibility and provide more buffer to cope with future economic uncertainties[7] Share Award Scheme The Share Award Scheme, funded by existing shares, outlines the vesting conditions, purchase price determination, and remaining term for awarded shares Scheme Overview and Disclosure Requirements The Share Award Scheme, funded by existing shares, adheres to Listing Rule 17.01(1)(b) and requires specific disclosures - The Share Award Scheme is established under Listing Rule 17.01(1)(b) and funded solely by existing shares[9] - This announcement provides additional information on the scheme to comply with disclosure requirements under Listing Rules 17.09(6) to 17.09(9)[9] Vesting Period for Awarded Shares The Board grants awards to eligible participants with vesting dates and conditions specified in the award letter - The Board may grant awards to eligible participants at any time, with vesting dates and conditions specified in the award letter[10] - Grantees must accept awards within the timeframe specified in the award letter, otherwise the awards will be forfeited[10] Basis for Determining Purchase Price of Awarded Shares and Payment The trustee purchases awarded shares at market price; participants pay the full consideration using personal funds before vesting - The trustee will purchase awarded shares in the secondary market at market trading prices[10] - Eligible participants must use personal legal funds to pay the award consideration (if any), and the company will not provide any form of financial assistance[11] - Participants must pay the full purchase price (if any) via wire transfer before the vesting conditions are met[11] Remaining Term of the Scheme As of December 31, 2024, the Share Award Scheme has a remaining term of 8.5 years - As of December 31, 2024, the remaining term of the Share Award Scheme is 8.5 years[12]