[Interim Consolidated Results Announcement](index=1&type=section&id=Interim%20Consolidated%20Results%20Announcement) [Consolidated Statement of Profit or Loss](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) Revenue increased by **16.76%** to **HK$2,319.02 million**, but profit for the period decreased by **32.83%** to **HK$8.02 million**, impacted by higher finance costs and lower other net income Consolidated Statement of Profit or Loss | Indicator | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 2,319,015 | 1,986,173 | | Direct costs | (2,265,949) | (1,945,035) | | Gross profit | 53,066 | 41,138 | | Operating profit | 19,738 | 19,018 | | Profit before tax | 9,854 | 11,652 | | Profit for the period | 8,021 | 11,940 | | Profit attributable to equity holders of the Company | 8,294 | 11,762 | | Basic/Diluted earnings per share | 2.07 HK Cents | 2.94 HK Cents | - Period revenue increased by **16.76%** year-on-year, mainly driven by general building and civil engineering projects[3](index=3&type=chunk)[30](index=30&type=chunk) - Profit for the period decreased by **32.83%** year-on-year, primarily due to increased finance costs and reduced other net income[3](index=3&type=chunk)[49](index=49&type=chunk)[51](index=51&type=chunk) [Consolidated Statement of Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) Total comprehensive income for the period was **HK$8.02 million**, aligning with profit for the period, indicating no significant impact from other comprehensive income after tax Consolidated Statement of Comprehensive Income | Indicator | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Profit for the period | 8,021 | 11,940 | | Other comprehensive income for the period (after tax) | – | – | | Total comprehensive income for the period | 8,021 | 11,940 | | Attributable to equity holders of the Company | 8,294 | 11,762 | | Non-controlling interests | (273) | 178 | - Total comprehensive income for the period is identical to profit for the period, indicating no significant impact from other comprehensive income items such as exchange differences[4](index=4&type=chunk)[5](index=5&type=chunk) [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) Total assets slightly increased, but net assets and total equity decreased, with a significant rise in current liabilities leading to a lower current ratio and higher gearing ratio Consolidated Statement of Financial Position | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Non-current assets | 57,889 | 65,664 | | Current assets | 1,713,810 | 1,576,990 | | Current liabilities | 1,400,846 | 1,260,915 | | Net current assets | 312,964 | 316,075 | | Total assets less current liabilities | 370,853 | 381,739 | | Non-current liabilities | 7,703 | 10,610 | | Net assets | 363,150 | 371,129 | | Total equity | 363,150 | 371,129 | - Increased current liabilities led to a decrease in net current assets and the current ratio, with the gearing ratio significantly rising to **121.16%**[6](index=6&type=chunk)[54](index=54&type=chunk)[58](index=58&type=chunk) [Notes to the Announcement](index=6&type=section&id=Notes%20to%20the%20Announcement) [1 General Information and Basis of Preparation](index=6&type=section&id=1%20General%20Information%20and%20Basis%20of%20Preparation) The Group primarily operates in Hong Kong, focusing on construction, maintenance, property management, and E&M engineering services, with interim financials prepared under HKAS 34 - The Group primarily engages in construction and maintenance projects, housing and property management services, and electrical and mechanical engineering services in Hong Kong[8](index=8&type=chunk) - The interim financial report was prepared in accordance with HKAS 34 and approved for issue by the Board of Directors on August 25, 2025[9](index=9&type=chunk)[11](index=11&type=chunk) [2 Application of Amendments to Hong Kong Financial Reporting Standards](index=7&type=section&id=2%20Application%20of%20Amendments%20to%20Hong%20Financial%20Reporting%20Standards) Amendments to HKFRS effective this period, including those on financial instruments, had no significant impact on the interim financial report's preparation or presentation - Amendments to HKFRS effective for the first time in the current accounting period had no significant impact on the preparation or presentation of the interim financial report[12](index=12&type=chunk) [3 Revenue and Segment Reporting](index=7&type=section&id=3%20Revenue%20and%20Segment%20Reporting) Revenue primarily from general building and civil engineering, with both segments showing significant growth, while other services revenue declined - The Group's principal activities are general building, civil engineering, and the provision of other services[13](index=13&type=chunk) - Reportable segments include general building, civil engineering, and other services[15](index=15&type=chunk) Revenue by Segment | Segment | June 30, 2025 Revenue (HK$ Thousand) | June 30, 2024 Revenue (HK$ Thousand) | June 30, 2025 Profit (HK$ Thousand) | June 30, 2024 Profit (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | General Building | 1,733,045 | 1,603,763 | 38,076 | 32,757 | | Civil Engineering | 519,382 | 301,725 | 9,001 | 6,294 | | Other | 66,588 | 80,685 | 5,944 | 13,012 | | Total | 2,319,015 | 1,986,173 | 53,021 | 52,063 | [4 Profit Before Tax](index=10&type=section&id=4%20Profit%20Before%20Tax) Profit before tax was impacted by significantly increased finance costs, while staff costs and depreciation remained stable after direct cost allocation Profit Before Tax Components | Item | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Finance costs | 9,884 | 7,366 | | Staff costs (excluding those included in direct costs) | 16,250 | 18,111 | | Depreciation expenses (excluding those included in direct costs) | 3,563 | 3,652 | | Auditor's remuneration | 538 | 512 | - Finance costs increased by **34.19%** year-on-year, primarily due to higher interest on bank borrowings[18](index=18&type=chunk) [5 Income Tax](index=11&type=section&id=5%20Income%20Tax) Income tax shifted from a credit to an expense of **HK$1.83 million**, primarily due to an increase in current tax provision Income Tax Breakdown | Item | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Current tax - Hong Kong Profits Tax | 1,609 | (330) | | Deferred tax | 224 | 42 | | Total income tax | 1,833 | (288) | - Income tax shifted from a credit in the prior period to an expense, mainly due to an increase in current tax provision[19](index=19&type=chunk)[50](index=50&type=chunk) [6 Earnings Per Share](index=11&type=section&id=6%20Earnings%20Per%20Share) Basic earnings per share decreased to **HK$2.07 cents** from **HK$2.94 cents**, with no potential dilutive shares during the period Earnings Per Share Calculation | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Profit attributable to ordinary equity holders of the Company | HK$8,294,000 | HK$11,762,000 | | Shares in issue | 400,000,000 shares | 400,000,000 shares | | Basic earnings per share | 2.07 HK Cents | 2.94 HK Cents | - There were no potential dilutive shares during the period, thus diluted earnings per share are the same as basic earnings per share[21](index=21&type=chunk) [7 Property, Plant and Equipment](index=11&type=section&id=7%20Property%2C%20Plant%20and%20Equipment) Additions to plant and equipment totaled **HK$3.49 million**, with right-of-use asset additions at **HK$1.19 million** for the six months ended June 30, 2025 Property, Plant and Equipment Additions | Item | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Cost of additions to plant and equipment | 3,492 | 1,971 | | Additions to right-of-use assets | 1,189 | 2,755 | [8 Trade and Other Receivables and Prepayments](index=12&type=section&id=8%20Trade%20and%20Other%20Receivables%20and%20Prepayments) Total trade receivables decreased to **HK$198.98 million**, with the majority due within one month Trade and Other Receivables and Prepayments | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade receivables | 198,981 | 277,860 | | Deposits, prepayments and other receivables | 16,846 | 11,240 | | Total | 215,827 | 289,100 | Trade Receivables Ageing Analysis | Ageing | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Within 1 month | 190,375 | 268,908 | | 1 to 2 months | 2,841 | 5,145 | | 2 to 3 months | 4,195 | 1,526 | | Over 3 months but within 6 months | 1,570 | 2,281 | | Total | 198,981 | 277,860 | [9 Cash and Cash Equivalents](index=12&type=section&id=9%20Cash%20and%20Cash%20Equivalents) Cash and cash equivalents totaled **HK$192.71 million**, a slight decrease from the end of 2024 Cash and Cash Equivalents | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Bank and cash in hand | 192,709 | 194,970 | [10 Trade and Other Payables](index=12&type=section&id=10%20Trade%20and%20Other%20Payables) Total trade and other payables decreased to **HK$832.65 million**, with trade payables primarily due within one month Trade and Other Payables | Item | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade payables | 258,783 | 260,311 | | Accruals and other payables | 156,196 | 222,432 | | Amounts due to joint venture partners | 1,062 | 1,062 | | Provision for construction works | 1,102 | 3,600 | | Retention money payable | 415,510 | 392,807 | | Total | 832,653 | 880,212 | Trade Payables Ageing Analysis | Ageing | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Within 1 month | 258,583 | 250,478 | | 1 to 2 months | 200 | 9,145 | | 2 to 3 months | – | 246 | | Over 3 months | – | 442 | | Total | 258,783 | 260,311 | [11 Dividends](index=13&type=section&id=11%20Dividends) The Board does not recommend an interim dividend for the six months ended June 30, 2025, unlike the prior year's **HK$3.0 cents** per share - The Board does not recommend an interim dividend for the six months ended June 30, 2025[25](index=25&type=chunk)[77](index=77&type=chunk) Interim Dividend | Item | June 30, 2025 (HK$ Thousand) | June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Interim dividend proposed after the end of the reporting period | – | 12,000 | [12 Significant Related Party Transactions](index=13&type=section&id=12%20Significant%20Related%20Party%20Transactions) The Group did not enter into any significant related party transactions during the period - The Group did not enter into any significant related party transactions during the period[27](index=27&type=chunk) [13 Financial Guarantees and Contingent Liabilities](index=14&type=section&id=13%20Financial%20Guarantees%20and%20Contingent%20Liabilities) The Group issued **HK$402.36 million** in performance bonds, with claims deemed remote, and all employee compensation and personal injury claims are covered by insurance - As of June 30, 2025, the Group issued performance bonds of approximately **HK$402.36 million** to clients, an increase from **HK$385.34 million** at the end of 2024[28](index=28&type=chunk) - The Directors believe that claims under performance bonds are unlikely, and employee compensation and personal injury claims are adequately covered by insurance, requiring no provision[28](index=28&type=chunk) [Management Discussion and Analysis](index=15&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=15&type=section&id=Business%20Review) Total revenue grew by **16.76%** driven by general building and civil engineering projects, with total projects on hand increasing to **HK$19 billion** and a new large contract secured post-period - Overall revenue for the period was **HK$2,319.02 million**, an increase of approximately **16.76%** year-on-year, mainly due to undertaking general building and civil engineering projects[30](index=30&type=chunk) - The total original contract sum of projects on hand was approximately **HK$19 billion** (end of 2024: **HK$18 billion**), with uncompleted value of approximately **HK$10.8 billion** (end of 2024: **HK$12.7 billion**)[31](index=31&type=chunk) Ongoing Large Construction and Maintenance Projects (as of June 30, 2025) | Project Type | Business Segment | Scope of Works | Original Contract Sum (Approx. HK$ Million) | Revenue Recognized for the Six Months Ended June 30, 2025 (Approx. HK$ Million) | | :--- | :--- | :--- | :--- | :--- | | E&M works for Drainage Services Department sewage treatment facilities | Civil Engineering | E&M works for sewage treatment facilities | 557.6 | 130.5 | | Infrastructure works for Hong Kong Housing Authority non-public housing facilities | General Building Engineering | Infrastructure works for non-public housing facilities | 1,497.0 | 123.8 | | Construction for Hong Kong Housing Authority managed projects | General Building Engineering | Construction of Kai Tak Site 2B5 and 2B6 public housing development | 2,624.0 | 319.3 | | Design and construction for Hong Kong Housing Authority managed projects | General Building Engineering | Design and construction of Kwu Tung North Area 19 Phase 2 public rental housing development | 4,620.0 | 415.4 | - Subsequent to the reporting period, the Group was awarded and undertook a design and build contract for the Hong Kong Housing Authority, with an original contract sum of **HK$4,694.0 million**[39](index=39&type=chunk) [Financial Review](index=20&type=section&id=Financial%20Review) Revenue growth was driven by general building and civil engineering, with gross profit margin rising to **2.29%** due to cost control, but profit attributable to equity holders decreased due to lower other income, higher finance costs, and increased income tax expense Revenue by Business Segment | Business Segment | June 30, 2025 Revenue (HK$ Million) | June 30, 2024 Revenue (HK$ Million) | Year-on-Year Growth Rate | | :--- | :--- | :--- | :--- | | Overall Revenue | 2,319.02 | 1,986.17 | 16.76% | | General Building Business | 1,733.05 | 1,603.76 | 8.06% | | Civil Engineering Business | 519.38 | 301.73 | 72.13% | | Other Services | 66.59 | 80.68 | -17.47% | - Overall gross profit increased by **29.00%** to **HK$53.07 million**, with the overall gross profit margin rising from **2.07%** to **2.29%**, mainly due to more effective cost control[45](index=45&type=chunk) - Other income decreased primarily due to lower interest income; other net income significantly decreased as the prior period included a one-off gain of **HK$10.43 million** from the disposal of a subsidiary[46](index=46&type=chunk)[47](index=47&type=chunk) - Administrative expenses remained relatively stable, while finance costs increased mainly due to higher average bank borrowings[48](index=48&type=chunk)[49](index=49&type=chunk) - Profit attributable to equity holders of the Company decreased to **HK$8.29 million**[51](index=51&type=chunk) [Liquidity Financial Resources and Capital Structure](index=22&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) Capital structure includes share capital and bank loans, with total bank loans increasing to **HK$440.00 million** for working capital, while liquidity and gearing ratios deteriorated, but the Group maintains unutilized facilities and complies with covenants Liquidity and Capital Structure Indicators | Indicator | June 30, 2025 (HK$ Million) | December 31, 2024 (HK$ Million) | | :--- | :--- | :--- | | Share Capital | 363.15 | 371.13 | | Total Bank Borrowings | 440.00 | 300.00 | | Cash and Cash Equivalents | 192.71 | 194.97 | | Current Ratio | 1.22 | 1.25 | | Gearing Ratio | 121.16% | 80.83% | | Unutilized Bank Facilities | 817 | 874 | | Capital Expenditure on Property, Plant and Equipment | 3.49 | 1.97 | - Total bank borrowings increased, primarily to finance working capital for ongoing projects[56](index=56&type=chunk) - The Group continued to comply with its loan covenants during the period up to the date of this announcement[57](index=57&type=chunk) [Foreign Exchange Risk](index=24&type=section&id=Foreign%20Exchange%20Risk) The Group's functional currency is HKD, with all major operations and assets/liabilities denominated in HKD, leading the Board to assess no significant foreign exchange risk - The Group's functional currency is HKD, with its operations and assets/liabilities denominated in the functional currency, and the Board believes there is no significant foreign exchange risk[60](index=60&type=chunk) [Significant Acquisitions or Disposals of Subsidiaries Associates and Joint Ventures and Future Plans for Material Investments or Capital Assets](index=24&type=section&id=Significant%20Acquisitions%20or%20Disposals%20of%20Subsidiaries%2C%20Associates%20and%20Joint%20Ventures%2C%20and%20Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) No significant acquisitions or disposals of subsidiaries, associates, or joint ventures occurred, nor were there any future plans for material investments or capital assets during the period - There were no significant acquisitions or disposals of subsidiaries, associates, or joint ventures, nor any future plans for material investments or capital assets during the period[61](index=61&type=chunk) [Material Investments Held](index=24&type=section&id=Material%20Investments%20Held) The Group held no material investments during the period, other than those in subsidiaries and joint ventures - Other than investments in subsidiaries and joint ventures, the Group held no other material investments during the period[62](index=62&type=chunk) [Financial Guarantees and Contingent Liabilities](index=24&type=section&id=Financial%20Guarantees%20and%20Contingent%20Liabilities) The Group had no other financial guarantees and contingent liabilities as of June 30, 2025, beyond those disclosed in Note 13 - Save as disclosed in Note 13 to the condensed consolidated financial statements, the Group had no other financial guarantees and contingent liabilities as at June 30, 2025[63](index=63&type=chunk) [Capital Commitments](index=24&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group had no capital commitments - As of June 30, 2025, the Group had no capital commitments[64](index=64&type=chunk) [Employees and Remuneration Policies](index=25&type=section&id=Employees%20and%20Remuneration%20Policies) The Group employed **1,044** staff in Hong Kong with total remuneration of approximately **HK$279 million**, offering competitive benefits, training, and a share option scheme Employee Information | Indicator | June 30, 2025 | | :--- | :--- | | Number of Employees | 1,044 | | Total Remuneration | Approx. HK$279 Million | - The Group provides salaries, medical benefits, and bonuses, with eligible employees also potentially receiving share options[65](index=65&type=chunk) - The Group offers on-the-job technical and operational training to employees and has a share option scheme to enhance loyalty and retention[65](index=65&type=chunk)[66](index=66&type=chunk) [Future Prospects](index=25&type=section&id=Future%20Prospects) The Board is confident in future growth, anticipating government economic stimulus and continued commitment to land and public housing development, enabling the Group to achieve long-term objectives - The Board remains confident in the Group's future development, anticipating further government measures to stimulate the Hong Kong economy and continued commitment to land development and public housing supply[67](index=67&type=chunk) - The Group will continue to leverage its existing competitive advantages to achieve its long-term business objectives[67](index=67&type=chunk) [Corporate Governance and Other Information](index=25&type=section&id=Corporate%20Governance%20and%20Other%20Information) [Corporate Governance Practices](index=25&type=section&id=Corporate%20Governance%20Practices) The company maintains high corporate governance standards despite deviations regarding the Chairman's dual role, lack of an independent internal audit, and an independent non-executive director's AGM absence, with the Board affirming the existing structure's effectiveness - The Company is committed to achieving and maintaining high standards of corporate governance[68](index=68&type=chunk) - Deviation from CG Code Provision C.2.1: The Chairman also serves as the Managing Director, which the Board believes is in the best interest of the Group[68](index=68&type=chunk)[69](index=69&type=chunk) - Deviation from CG Code Provision D.2.2: No independent internal audit function is established, but external internal control consultants are appointed to perform the function[68](index=68&type=chunk)[70](index=70&type=chunk) - Deviation from CG Code Provision C.1.5: One independent non-executive Director was unable to attend the Annual General Meeting[68](index=68&type=chunk)[71](index=71&type=chunk) [Standard Code for Securities Transactions](index=26&type=section&id=Standard%20Code%20for%20Securities%20Transactions) The company adopted the Standard Code for Securities Transactions from Listing Rules Appendix C3, with all Directors confirming compliance during the period - The Company has adopted the Standard Code for Securities Transactions as set out in Appendix C3 of the Listing Rules, and all Directors confirmed compliance during the period[72](index=72&type=chunk) [Purchase Sale or Redemption of the Company's Listed Securities](index=27&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period - During the period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[74](index=74&type=chunk) [Events After the Reporting Period](index=27&type=section&id=Events%20After%20the%20Reporting%20Period) As of the announcement date, the Board is unaware of any significant events after the reporting period requiring disclosure - As of the date of this announcement, the Board is not aware of any significant events after the reporting period that require disclosure[75](index=75&type=chunk) [Audit Committee](index=27&type=section&id=Audit%20Committee) The Board's Audit Committee reviewed the Group's adopted accounting principles and practices, along with the unaudited condensed consolidated interim financial statements - The Board's Audit Committee has reviewed the accounting principles and practices adopted by the Group and has reviewed the unaudited condensed consolidated interim financial statements[76](index=76&type=chunk) [Interim Dividend](index=27&type=section&id=Interim%20Dividend) The Board does not recommend an interim dividend for the six months ended June 30, 2025 - The Board does not recommend an interim dividend for the six months ended June 30, 2025[77](index=77&type=chunk) [Publication of Interim Results and Interim Report](index=28&type=section&id=Publication%20of%20Interim%20Results%20and%20Interim%20Report) This interim consolidated results announcement is published on the company and HKEX websites, with the interim report to be dispatched to shareholders - This interim consolidated results announcement is published on the Company's website and the HKEX website, and the interim report will be dispatched to the Company's shareholders[78](index=78&type=chunk) [Board of Directors](index=28&type=section&id=By%20Order%20of%20the%20Board) As of the announcement date, the Board of Directors consists of three executive directors and three independent non-executive directors - As of the date of this announcement, the Company's executive directors are Mr. Chan Ki Chun, Mr. Yung Kin Man, and Mr. Yeung Chor Yin; independent non-executive directors are Mr. Jim Huen Kwong, Mr. Chan Kim Hung, and Dr. Kou Chi Fai[80](index=80&type=chunk)

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，並明確表示概不就因本公告全部或任何部份內容而產生或因倚賴 該等內容而引致的任何損失承擔任何責任。 YIHAI INTERNATIONAL HOLDING LTD. 頤海國際控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1579） 截至2025年6月30日止六個月 中期業績 頤海國際控股有限公司（「本公司」）董事會（「董事會」）欣然宣佈本公司及其附屬 公司（「本集團」或「我們」）截至2025年6月30日止六個月（「報告期」）的未經審計 綜合中期業績，連同2024年同期的比較數字。 本集團財務摘要 1 • 截至2025年6月30日止六個月的收入為人民幣2,927.4百萬元，而截至2024 年6月30日止六個月為人民幣2,926.9百萬元，維持穩定。 • 截至2025年6月30日止六個月的毛利為人民幣865.0百萬元，較截至2024年 6月30日止六個月的人民幣877.5百萬元減少1.4%。 • 截至2025年6月30日止六個月的經營利潤為人民幣430.5百萬元，較截至 2024年6月30日止 ...

目錄 | 公司資料 | 2 | | --- | --- | | 財務摘要 | 4 | | 管理層討論與分析 | 5 | | 企業管治及其他資料 | 18 | | 未經審核中期簡明綜合損益及其他全面收益表 | 26 | | 未經審核中期簡明綜合財務狀況表 | 28 | | 未經審核中期簡明綜合權益變動表 | 30 | | 未經審核中期簡明綜合現金流量表 | 31 | | 中期簡明綜合財務報表附註 | 33 | 公司資料 董事 執行董事 朱平先生 （主席兼首席執行官） 段克儉先生 樊磊先生 非執行董事 成軍先生 王旭陽先生 獨立非執行董事 尚健先生 楊惠芳女士 朱洪超先生 監事 蔡璐懿女士 （主席） 陸希立先生 王娟萍女士 審核委員會 楊惠芳女士 （主席） 尚健先生 朱洪超先生 提名委員會 朱平先生 （主席） 尚健先生 楊惠芳女士 薪酬委員會 朱洪超先生 （主席） 楊惠芳女士 朱平先生 公司秘書 劉惠儀女士 註冊辦事處 中國 上海 自由貿易試驗區 張楊路828–838號（雙） 26G–3室 中國主要營業地點 中國 上海 浦東新區 世紀大道1198號 世紀匯一座7樓707單元 郵編200122 香港主要營業地點 香 ...

ALLEGRO CULTURE LIMITED (Stock Code 股份代號：550) 20 24 ANNUAL REPORT 年 報 Allegro Culture Limited ALLEGRO CULTURE LIMITED 律齊文化有限公司 (Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (於開曼群島註冊成立並於百慕達繼續經營之有限公司) 律齊文化有限公司 www.allegroculture.com.hk 律齊文化有限公司 ANNUAL REPORT 2024 年 報 Room 1506, 15th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong 香港干諾道中111號永安中心15樓1506室 Contents 目錄 | Directors' Statement | 董事會致辭 | 2 | | --- | --- | --- | | Management Discussion and Analysis | ...

香港干諾道中111號永安中心15樓1506室 Contents 目錄 | Management Discussion and Analysis | 管理層討論與分析 | 2 | | --- | --- | --- | | Condensed Consolidated Statement of Profit or Loss and | 簡明綜合損益及其他全面收益表 | | | Other Comprehensive Income | | 11 | | Condensed Consolidated Statement of Financial Position | 簡明綜合財務狀況表 | 13 | | Condensed Consolidated Statement of Cash Flows | 簡明綜合現金流量表 | 15 | | Condensed Consolidated Statement of Changes in Equity | 簡明綜合權益變動表 | 17 | | Notes to the Condensed Consolidated Financial Statements | 簡明綜合財務報 ...

ALLEGRO CULTURE LIMITED 律齊文化有限公司 ALLEGRO CULTURE LIMITED 律齊文化有限公司 (formerly known as Kingkey Intelligence Culture Holdings Limited) (前稱京基智慧文化控股有限公司) (Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (於開曼群島註冊成立並於百慕達繼續經營之有限公司) (Stock Code 股份代號：550) 2023 Annual Report | 年報 ALLEGRO CULTURE LIMITED 律齊文化有限公司 ANNUAL REPORT 2023 年 報 www.allegroculture.com.hk Room 1506, 15th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong 香港干諾道中111號永安中心15樓1506室 Contents 目錄 | Directors' ...

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的任何損失承擔任何責任。 CHINA OVERSEAS PROPERTY HOLDINGS LIMITED 中 海 物 業 集 團 有 限 公 司 ( 在開曼群島註冊成立的有限公司 ) (股份代號: 2669) 截至二零二五年六月三十日止六個月 之未經審核中期業績公佈 財務摘要 1. 截至二零二五年六月三十日止六個月，本集團新增管理建築面積（「在管面積」） 31.8百萬平方米，其中，84.0%來自獨立第三方，新簽合約總額約為人民幣2,257.8 百萬元。住宅項目及非住宅項目分別佔新增在管面積41.0%及59.0%，合約額分別 約達人民幣1,249.6百萬元及人民幣1,008.2百萬元。 2. 同時，本集團持續優化業務結構及項目治理，並退盤26.8百萬平方米。因此，於 二零二五年六月三十日，本集團的在管面積較去年年底增加5.0百萬平方米至436.1 百萬平方米。其中，來自獨立第三方及非住宅項目的在管建築面積佔比分別為 39.1%及 ...

www.sandschina.com www.sandschina.com 歡迎蒞臨金沙中國， 享受由 極盡奢華的 免稅購物樂趣、 上佳文娛設施 及 精緻餐飲 以至 世界級酒店套房 及 會展獎勵旅遊， 體驗無盡精彩。 | | 金沙中國有限公司 | | | --- | --- | --- | | | 目 錄 | | | 1. | 概覽 | 4 | | | 1.1 財務業績摘要 | 4 | | 2. | 業務審視 | 6 | | | 業務概覽及前景 | | | | 2.1 管理層的討論與分析 2.2 | 6 7 | | | 持份者資料 2.3 | 20 | | 3. | 企業管治 | 22 | | | 3.1 企業管治常規 | 22 | | | 3.2 證券交易的標準守則 | 22 | | | 3.3 董事會及董事會委員會成員組合 | 22 | | | 3.4 根據上市規則第13.51B(1)條 | | | | 披露董事資料 | 23 | | | 3.5 審核委員會審閱 | 23 | | | 3.6 董事及最高行政人員權益 | 24 | | | 3.7 主要股東權益 | 25 | | | 3.8 任何其他人士權益 ...

[Corporate Information](index=4&type=section&id=Corporate%20Information) [Corporate Overview](index=4&type=section&id=Corporate%20Information_Overview) This section lists the company's board members, committee compositions, company secretary, independent auditor, principal bankers, registered office, share registrar, Hong Kong head office, company website, and stock code. - The Board of Directors comprises two executive directors (Mr. Lo Ka Ming, Mr. Choi Pun Lap) and three independent non-executive directors (Mr. Leung Chun Yip, Mr. Foo Yan Ming, Ms. Lam Yuen Man)[10](index=10&type=chunk)[11](index=11&type=chunk) - The Audit Committee, Nomination Committee, and Remuneration Committee are all chaired by independent non-executive directors[10](index=10&type=chunk)[11](index=11&type=chunk) - The Company's stock code is **8366**, and it is listed on GEM of the HKEX[14](index=14&type=chunk) [Highlights](index=6&type=section&id=Highlights) [Financial Performance Highlights](index=6&type=section&id=Highlights_FinancialPerformance) This section summarizes the company's key financial indicators for the fiscal year ended April 30, 2025, including revenue, gross profit, earnings/(loss) per share, and net profit/(loss), with a comparison to the previous fiscal year. 2024/25 Fiscal Year Key Financial Data Comparison | Indicator | FY2024/25 (HK$ million) | FY2023/24 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Revenue | 279.93 | 302.10 | -7.34% | | Gross Profit | 6.11 | 5.76 | +5.90% | | Earnings/(Loss) Per Share | 0.06 HK cents | (0.02 HK cents) | Turned from loss to profit | | Net Profit/(Loss) | 1.01 | 0.35 | Turned from loss to profit | [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Outlook](index=7&type=section&id=Management%20Discussion%20and%20Analysis_BusinessReviewAndOutlook) The Group primarily engages in slope works, foundation works, and other general building works in Hong Kong, anticipating demand from the government's continuous increase in infrastructure projects despite a challenging competitive environment. - The Group's main business involves slope works, foundation works, and other general building works in Hong Kong, with its principal operating subsidiary, Fraser Construction Company Limited, being an approved specialist contractor for public works by the Hong Kong Government[17](index=17&type=chunk)[19](index=19&type=chunk) - Hong Kong construction companies face severe competition, slower approval of public works funding, and higher subcontracting fees and overall operating costs[18](index=18&type=chunk)[20](index=20&type=chunk) - The Board is cautiously optimistic about the Hong Kong slope works industry, expecting increased demand for slope works due to public safety concerns from the Hong Kong Government's continuous increase in construction and infrastructure projects[23](index=23&type=chunk)[26](index=26&type=chunk) [Financial Review](index=8&type=section&id=Management%20Discussion%20and%20Analysis_FinancialReview) For the year ended April 30, 2025, the Group's revenue decreased by 7.34% to HK$279.93 million, but net profit turned from loss to profit, primarily due to increased site supervision fee income and improved gross margin. Revenue and Gross Profit Changes | Indicator | FY2025 (HK$ million) | FY2024 (HK$ million) | Change (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 279.93 | 302.10 | (22.17) | -7.34% | | Direct Costs | (273.83) | (296.34) | 22.51 | -7.60% | | Gross Profit | 6.10 | 5.76 | 0.34 | +5.90% | | Gross Profit Margin | 2.18% | 1.91% | +0.27% | - | - Slope works revenue decreased by approximately **7.33% to HK$279.67 million**, and foundation works revenue decreased by approximately **10.34% to HK$0.26 million**, mainly due to a reduction in total contract value and number of projects[30](index=30&type=chunk)[33](index=33&type=chunk) Other Income and Administrative Expenses Changes | Indicator | FY2025 (HK$ million) | FY2024 (HK$ million) | Change (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Other Income and Other Gains | 2.67 | 1.85 | 0.82 | +44.32% | | Administrative Expenses | (6.46) | (7.23) | 0.77 | -10.65% | | Finance Costs | (1.44) | (1.08) | (0.36) | +33.33% | - Net profit attributable to owners of the Company for the year ended April 30, 2025, was approximately **HK$1.01 million**, compared to a loss of HK$0.35 million in the same period of 2024, primarily due to increased site supervision fee income[15](index=15&type=chunk)[50](index=50&type=chunk) - The Board does not recommend the payment of a final dividend for the year ended April 30, 2025 (2024: nil)[46](index=46&type=chunk)[51](index=51&type=chunk) [Liquidity and Financial Resources](index=12&type=section&id=Management%20Discussion%20and%20Analysis_LiquidityAndFinancialResources) As of April 30, 2025, the Group's current assets were HK$62.32 million and current liabilities were HK$84.33 million, resulting in a current ratio of 0.74, with a negative debt-to-equity ratio due to equity in deficit. Liquidity and Financial Resources Overview | Indicator | April 30, 2025 (HK$ million) | April 30, 2024 (HK$ million) | Change (HK$ million) | | :--- | :--- | :--- | :--- | | Current Assets | 62.32 | 64.31 | (1.99) | | Of which: Cash and Cash Equivalents | 36.04 | 33.83 | 2.21 | | Of which: Trade and Other Receivables | 14.35 | 18.25 | (3.90) | | Current Liabilities | 84.33 | 87.52 | (3.19) | | Of which: Trade and Other Payables | 67.46 | 73.51 | (6.05) | | Current Ratio | 0.74 | 0.73 | +0.01 | - As of April 30, 2025, the Group's debt-to-equity ratio was approximately **negative 257.37%** (2024: approximately negative 220.67%), primarily due to the Group's equity being in deficit[56](index=56&type=chunk)[57](index=57&type=chunk)[61](index=61&type=chunk) - As of April 30, 2025, the Group had no pledged assets (2024: nil)[55](index=55&type=chunk)[60](index=60&type=chunk) [Foreign Exchange Exposure](index=13&type=section&id=Management%20Discussion%20and%20Analysis_ForeignExchangeExposure) The Group's majority of transactions, assets, and liabilities are denominated in Hong Kong Dollars, thus it did not face significant foreign exchange risk for the year ended April 30, 2025. - The Group's majority of transactions, assets, and liabilities are denominated in Hong Kong Dollars, and it did not face significant foreign exchange risk for the year ended April 30, 2025[63](index=63&type=chunk)[69](index=69&type=chunk) [Capital Commitments](index=13&type=section&id=Management%20Discussion%20and%20Analysis_CapitalCommitments) As of April 30, 2025, the Group had no significant capital commitments. - As of April 30, 2025, the Group had no significant capital commitments (2024: nil)[64](index=64&type=chunk)[70](index=70&type=chunk) [Employees and Remuneration Policy](index=13&type=section&id=Management%20Discussion%20and%20Analysis_EmployeesAndRemunerationPolicy) As of April 30, 2025, the Group had 70 employees, with staff costs of approximately HK$3.77 million, and reviews its remuneration policy annually based on individual performance. Employee Count and Staff Costs | Indicator | April 30, 2025 | April 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Employee Count | 70 | 73 | -3 | | Staff Costs (HK$ million) | 3.77 | 4.09 | -0.32 | - The Group reviews its employee remuneration policy and benefits annually, granting salary increases and discretionary bonuses based on individual performance assessments[65](index=65&type=chunk)[71](index=71&type=chunk) [Significant Investments, Major Acquisitions or Disposals of Subsidiaries and Affiliates, and Plans for Major Investments or Capital Assets](index=13&type=section&id=Management%20Discussion%20and%20Analysis_SignificantInvestments) As of April 30, 2025, the Group had no other plans for significant investments or capital assets. - As of April 30, 2025, the Group had no other plans for significant investments or capital assets[67](index=67&type=chunk)[72](index=72&type=chunk) [Contingent Liabilities](index=13&type=section&id=Management%20Discussion%20and%20Analysis_ContingentLiabilities) As of April 30, 2025, the Group had no significant contingent liabilities. - As of April 30, 2025, the Group had no significant contingent liabilities (2024: nil)[68](index=68&type=chunk)[73](index=73&type=chunk) [Capital Structure](index=14&type=section&id=Management%20Discussion%20and%20Analysis_CapitalStructure) For the year ended April 30, 2025, there was no change in the Company's capital structure, with a total of 1,577,200,000 issued shares at a par value of HK$0.01 per share. - For the years ended April 30, 2025 and 2024, there was no change in the Company's capital structure[75](index=75&type=chunk)[77](index=77&type=chunk) Issued Share Capital | Indicator | April 30, 2025 | April 30, 2024 | | :--- | :--- | :--- | | Issued Share Capital (HK$ million) | 15.77 | 15.77 | | Number of Issued Ordinary Shares (shares) | 1,577,200,000 | 1,577,200,000 | | Par Value Per Share (HK$) | 0.01 | 0.01 | [Principal Risks and Uncertainties](index=14&type=section&id=Management%20Discussion%20and%20Analysis_PrincipalRisksAndUncertainties) The Group faces principal risks including reliance on non-recurring government contracts, challenges in retaining key personnel, and potential adverse impacts from project delays. - The Group's past revenue was largely generated from non-recurring contracts awarded by the Hong Kong Government and statutory bodies, and a reduction in government spending could significantly impact financial performance[79](index=79&type=chunk) - The Group relies on its senior management and in-house engineers, and failure to retain staff could adversely affect business operations[79](index=79&type=chunk) - Any delays in the Group's projects could affect cash flow and adversely impact business and reputation[79](index=79&type=chunk) [Compliance with Laws and Regulations](index=15&type=section&id=Management%20Discussion%20and%20Analysis_ComplianceWithLawsAndRegulations) The Group's business primarily operates in Hong Kong and complies with relevant Hong Kong laws and regulations, with no material breaches reported as of the report date. - The Group's business is primarily conducted by its Hong Kong subsidiaries and complies with relevant Hong Kong laws and regulations[81](index=81&type=chunk)[85](index=85&type=chunk) - For the year ended April 30, 2025, and up to the date of this announcement, the Group had no material breaches of relevant current Hong Kong laws and regulations[81](index=81&type=chunk)[85](index=85&type=chunk) [Relationship with Stakeholders](index=15&type=section&id=Management%20Discussion%20and%20Analysis_RelationshipWithStakeholders) The Group maintains long-term relationships with clients, selects suppliers and subcontractors from an approved list without major disputes, and values employees by offering competitive remuneration and training. - The Group's clients primarily include Hong Kong government departments (e.g., Civil Engineering and Development Department, Lands Department), public bodies like the Hong Kong Housing Authority, and private companies[82](index=82&type=chunk)[86](index=86&type=chunk) - The Group maintains business relationships ranging from one to over ten years with most of its major clients[83](index=83&type=chunk)[86](index=86&type=chunk) - The Group maintains an internal list of approved subcontractors and selects them based on experience, scheduling, and fee quotations; no significant difficulties or disputes were encountered in procuring materials or appointing subcontractors during the year[88](index=88&type=chunk)[89](index=89&type=chunk)[94](index=94&type=chunk) - The Group offers competitive remuneration to attract and retain employees, regularly reviews compensation, and emphasizes employee training and development[90](index=90&type=chunk)[95](index=95&type=chunk) [Projects During the Year](index=16&type=section&id=Management%20Discussion%20and%20Analysis_ProjectDuringTheYear) For the years ended April 30, 2025 and 2024, the Group had no new significant projects. - For the years ended April 30, 2025 and 2024, the Group had no new significant projects[91](index=91&type=chunk)[96](index=96&type=chunk) [Material Uncertainty Related to Going Concern](index=16&type=section&id=Management%20Discussion%20and%20Analysis_MaterialUncertaintyRelatedToGoingConcern) As of April 30, 2025, the Group's net current liabilities and net liabilities were approximately HK$22,007,000 and HK$21,633,000 respectively, indicating a material uncertainty regarding its ability to continue as a going concern. Net Liabilities Situation | Indicator | April 30, 2025 (HK$) | April 30, 2024 (HK$) | | :--- | :--- | :--- | | Net Current Liabilities | 22,007,000 | 23,201,000 | | Net Liabilities | 21,633,000 | 22,643,000 | - These conditions indicate a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[92](index=92&type=chunk)[97](index=97&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=16&type=section&id=Management%20Discussion%20and%20Analysis_PurchaseSaleOrRedemptionOfListedSecurities) For the year ended April 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities. - For the year ended April 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[93](index=93&type=chunk)[98](index=98&type=chunk) [Biographical Details of Directors and Senior Management](index=17&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) [Executive Directors](index=17&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management_ExecutiveDirectors) This section provides biographical details of the two executive directors, Mr. Lo Ka Ming and Mr. Choi Pun Lap, including their age, appointment date, professional experience, academic qualifications, and other listed company directorships. - Mr. Lo Ka Ming (64 years old) was appointed on July 5, 2022, possesses over thirty years of experience in construction and property development, holds an MBA from The Chinese University of Hong Kong and a Bachelor of Architecture from The University of Hong Kong, and is a Chartered Quantity Surveyor of the Royal Institution of Chartered Surveyors and a member of the Hong Kong Institute of Surveyors[101](index=101&type=chunk)[102](index=102&type=chunk)[104](index=104&type=chunk) - Mr. Choi Pun Lap (47 years old) was appointed on September 30, 2021, has extensive experience in corporate finance transactions in Hong Kong, is a Fellow of the Hong Kong Institute of Certified Public Accountants, a member of CPA Australia, and holds a Master of Laws (Chinese Business Law) from Hong Kong Metropolitan University[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk) [Independent Non-Executive Directors](index=19&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management_IndependentNonExecutiveDirectors) This section provides biographical details of the three independent non-executive directors, Mr. Leung Chun Yip, Mr. Foo Yan Ming, and Ms. Lam Yuen Man, including their age, appointment date, professional experience, academic qualifications, and other listed company directorships. - Mr. Leung Chun Yip (42 years old) was appointed on October 21, 2021, has over 19 years of experience in finance and asset management, and is a Certified Financial Risk Manager (FRM) and a Certified ESG Analyst (CESGA)[112](index=112&type=chunk)[113](index=113&type=chunk)[115](index=115&type=chunk) - Mr. Foo Yan Ming (60 years old) was appointed on October 21, 2021, has over 30 years of experience in accounting, auditing, internal control, and financial management, and is a Fellow of the Association of Chartered Certified Accountants[116](index=116&type=chunk)[117](index=117&type=chunk)[119](index=119&type=chunk)[120](index=120&type=chunk) - Ms. Lam Yuen Man (55 years old) has over 20 years of experience in company secretarial matters, auditing, treasury, and finance, is a Fellow of the Association of Chartered Certified Accountants, and holds a Bachelor of Arts in Accountancy from The Hong Kong Polytechnic University[122](index=122&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk) [Senior Management](index=22&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management_SeniorManagement) This section provides biographical details of senior management members Mr. Yu Sik Man (Project Director) and Mr. Lee Ho Cheong (Senior Project Manager), including their professional experience, academic qualifications, and professional designations. - Mr. Yu Sik Man is the founder and Project Director of the Group, with over 40 years of experience in the Hong Kong construction industry, holds a Bachelor of Civil Engineering from McGill University, Canada, and is a Chartered Engineer of the Engineering Council, UK[127](index=127&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk) - Mr. Lee Ho Cheong is a Senior Project Manager, joined the Group in July 2000, has over 28 years of experience in the Hong Kong construction industry, and holds a Certificate and Higher Certificate in Civil Engineering[135](index=135&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk) [Corporate Governance Report](index=24&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices](index=24&type=section&id=Corporate%20Governance%20Report_CorporateGovernancePractices) The Board is committed to maintaining and implementing stringent corporate governance, promoting effective internal controls, and upholding high standards of ethics, transparency, accountability, and integrity to safeguard shareholders' interests and enhance corporate value. - The Board is committed to maintaining and implementing stringent corporate governance, promoting effective internal controls, and upholding high standards of ethics, transparency, accountability, and integrity[138](index=138&type=chunk)[140](index=140&type=chunk) - Good corporate governance is an indispensable framework for the Company to safeguard shareholders' interests, enhance corporate value, and formulate its business strategies and policies[138](index=138&type=chunk)[140](index=140&type=chunk) [Code of Conduct Regarding Securities Transactions by Directors](index=24&type=section&id=Corporate%20Governance%20Report_CodeOfConductRegardingSecuritiesTransactionsByDirectors) The Company has adopted a code of conduct for securities transactions by directors, no less stringent than required by the GEM Listing Rules, and all directors have confirmed compliance for the year ended April 30, 2025. - The Company has adopted a code of conduct for securities transactions by directors, with terms no less stringent than the required standards under Rules 5.48 to 5.67 of the GEM Listing Rules[139](index=139&type=chunk)[141](index=141&type=chunk)[148](index=148&type=chunk)[152](index=152&type=chunk) - All directors have confirmed compliance with the code of conduct for the year ended April 30, 2025, and the Company found no instances of non-compliance by relevant employees with the securities dealing code[139](index=139&type=chunk)[141](index=141&type=chunk)[149](index=149&type=chunk)[152](index=152&type=chunk) [Corporate Governance Code](index=25&type=section&id=Corporate%20Governance%20Report_CorporateGovernanceCode) The Company complied with the applicable code provisions of the Corporate Governance Code during the year, with two deviations related to the separation of Chairman and Chief Executive roles and meetings with INEDs, due to no Chairman being appointed. - The Company complied with the applicable code provisions of the Corporate Governance Code during the year, except for deviations from Code Provisions A.2.1 and A2.7[143](index=143&type=chunk)[146](index=146&type=chunk) - Deviation from A.2.1: The Company has no Chairman and Chief Executive, with these roles currently jointly held by executive directors, but the Board believes this arrangement still ensures prompt decision-making[144](index=144&type=chunk)[146](index=146&type=chunk) - Deviation from A2.7: No Chairman was appointed during the year, thus no meetings were arranged between the Chairman and independent non-executive directors without other directors present[145](index=145&type=chunk)[147](index=147&type=chunk) [Board of Directors](index=26&type=section&id=Corporate%20Governance%20Report_BoardOfDirectors) The Board oversees the Group's business, strategic decisions, and performance, ensuring effective internal controls and risk management, and promoting integrity, with a balanced composition of executive and independent non-executive directors. - The Board is responsible for overseeing the Group's business, strategic decisions, and performance, making objective decisions in the best interests of the Company, and ensuring the establishment of sound internal control and risk management systems[150](index=150&type=chunk)[153](index=153&type=chunk)[177](index=177&type=chunk)[178](index=178&type=chunk) - Board members generally agree that the Board operates well and are satisfied with its composition and efficiency[151](index=151&type=chunk)[154](index=154&type=chunk) - The Group has adopted an anti-corruption and whistleblowing policy to uphold a tradition of integrity in its operations[156](index=156&type=chunk)[158](index=158&type=chunk) Board Composition | Category | Members | | :--- | :--- | | Executive Directors | Mr. Lo Ka Ming, Mr. Choi Pun Lap | | Independent Non-Executive Directors | Mr. Leung Chun Yip, Ms. Lam Yuen Man, Mr. Foo Yan Ming | [Independent Non-Executive Directors](index=29&type=section&id=Corporate%20Governance%20Report_IndependentNonExecutiveDirectors) Independent Non-Executive Directors (INEDs) ensure high standards of regulatory reporting and independent judgment, with their number and expertise meeting GEM Listing Rules requirements, and the Company provides mechanisms for independent advice. - Independent non-executive directors are responsible for ensuring the Company's regulatory reporting meets high standards and providing balance on the Board for effective independent judgment on company conduct and operations[179](index=179&type=chunk) - For the year ended April 30, 2025, the Board included three independent non-executive directors, constituting more than one-third of the Board, with at least one possessing appropriate professional qualifications or expertise in accounting or relevant financial management, meeting GEM Listing Rules requirements[165](index=165&type=chunk)[166](index=166&type=chunk)[168](index=168&type=chunk) - The Company has established mechanisms to ensure the Board has access to independent advice and information, including directors seeking professional advice from external independent parties such as legal advisors and auditors[167](index=167&type=chunk)[168](index=168&type=chunk)[179](index=179&type=chunk) [Confirmation of Independence](index=30&type=section&id=Corporate%20Governance%20Report_ConfirmationOfIndependence) The current independent non-executive directors have submitted annual confirmations of independence in accordance with Rule 5.09 of the GEM Listing Rules, and the Company considers all independent non-executive directors to be independent. - The current independent non-executive directors have submitted their annual confirmations of independence in accordance with Rule 5.09 of the GEM Listing Rules, and the Company considers all independent non-executive directors to be independent[170](index=170&type=chunk)[174](index=174&type=chunk) [Appointment/Re-election of Directors](index=30&type=section&id=Corporate%20Governance%20Report_AppointmentReElectionOfDirectors) All directors, including independent non-executive directors, are appointed for a three-year term and are subject to retirement by rotation and re-election in accordance with the Company's articles of association. - All directors, including independent non-executive directors, are appointed for a three-year term[171](index=171&type=chunk)[175](index=175&type=chunk) - In accordance with Article 108 of the Articles of Association, one-third of the directors shall retire by rotation at each annual general meeting, provided that each director shall retire by rotation at least once every three years and shall be eligible for re-election[172](index=172&type=chunk)[175](index=175&type=chunk) [Responsibilities and Accountabilities of Directors](index=31&type=section&id=Corporate%20Governance%20Report_ResponsibilitiesAndAccountabilitiesOfDirectors) The Board is collectively responsible for leading and controlling the Company's affairs, formulating strategy, monitoring performance, and ensuring sound internal control and risk management systems, with directors having access to information and independent advice, and covered by liability insurance. - The Board is responsible for leading and controlling the Company, and is collectively responsible for directing and supervising the Company's affairs, leading and guiding management by formulating strategy and overseeing its implementation, monitoring the Group's operational and financial performance, and ensuring the establishment of sound internal control and risk management systems[177](index=177&type=chunk)[178](index=178&type=chunk)[181](index=181&type=chunk)[183](index=183&type=chunk) - All directors have full and timely access to all Company information and may, when appropriate, seek independent professional advice at the Company's expense[179](index=179&type=chunk)[183](index=183&type=chunk) - The Company has arranged appropriate insurance for the liabilities of directors and senior officers for any legal actions taken against them due to company activities[182](index=182&type=chunk)[184](index=184&type=chunk) [Directors' Continuing Professional Development Programme](index=32&type=section&id=Corporate%20Governance%20Report_DirectorsContinuingProfessionalDevelopmentProgramme) Directors must stay informed of regulatory developments to effectively discharge their duties, with formal training for new appointees and encouragement for all to participate in ongoing professional development at the Company's expense. - Directors must stay informed of regulatory developments and changes to effectively discharge their duties and ensure their appropriate contribution to the Board[185](index=185&type=chunk)[189](index=189&type=chunk) - Each newly appointed director will receive formal, comprehensive, and tailored training, and all directors will be informed of the latest developments in statutory and regulatory requirements[186](index=186&type=chunk)[187](index=187&type=chunk)[189](index=189&type=chunk) - All directors should continuously participate in appropriate professional development to develop and update their knowledge and skills, and are encouraged to attend relevant training courses, with costs borne by the Company[188](index=188&type=chunk)[189](index=189&type=chunk) [Board Diversity Policy](index=32&type=section&id=Corporate%20Governance%20Report_BoardDiversityPolicy) The Company adopted a Board Diversity Policy since its listing date, aiming to enhance Board performance across various measurable aspects, with the Nomination Committee monitoring its implementation and confirming objectives achieved. - The Company adopted a Board Diversity Policy since its listing date, aiming to enhance the quality of Board performance across measurable aspects such as gender, age, cultural and educational background, professional experience, skills, knowledge, and length of service[191](index=191&type=chunk)[192](index=192&type=chunk)[194](index=194&type=chunk) - The Nomination Committee is responsible for monitoring the implementation of the Board Diversity Policy and believes the Group has achieved its policy objectives for the year ended April 30, 2025[193](index=193&type=chunk)[194](index=194&type=chunk) Board Composition Diversity Overview (as of the report date) | Indicator | Executive Directors | Independent Non-Executive Directors | Total | | :--- | :--- | :--- | :--- | | Gender: Male | 2 | 2 | 4 | | Gender: Female | 0 | 1 | 1 | | Ethnicity: Chinese | 2 | 3 | 5 | | Age Group: 41-50 years | 1 | 1 | 2 | | Age Group: 51-60 years | 0 | 2 | 2 | | Age Group: 61-70 years | 1 | 0 | 1 | | Board Service Tenure: 0-3 years | 2 | 3 | 5 | | Board Service Tenure: 3-6 years | 0 | 0 | 0 | [Corporate Governance Structure](index=34&type=section&id=Corporate%20Governance%20Report_CorporateGovernanceStructure) The Company has established a corporate governance structure comprising the Board, Audit Committee, Remuneration Committee, and Nomination Committee, each with written terms of reference to assist the Board in overseeing management functions. - The Company's corporate governance structure comprises the Board, Audit Committee, Remuneration Committee, and Nomination Committee[197](index=197&type=chunk)[198](index=198&type=chunk) - Each committee has established written terms of reference, published on the Group's website and the Stock Exchange's website[197](index=197&type=chunk)[198](index=198&type=chunk) [Board and General Meetings](index=35&type=section&id=Corporate%20Governance%20Report_BoardAndGeneralMeetings) The Board holds at least four regular meetings annually, with minutes detailing matters considered and decisions made, and an Annual General Meeting was held on October 18, 2024. - The Board shall hold at least four regular meetings annually, approximately once per quarter[203](index=203&type=chunk)[207](index=207&type=chunk) - Notices for certain regular Board meetings were issued less than fourteen days in advance, but were held with the consent of all directors at the time[203](index=203&type=chunk)[207](index=207&type=chunk) 2024 Board and Committee Meeting Attendance | Director | Annual General Meeting | Audit Committee Meetings | Board Meetings | Nomination Committee Meetings | Remuneration Committee Meetings | | :--- | :--- | :--- | :--- | :--- | :--- | | Number of Meetings | 1 | 3 | 4 | 2 | 1 | | Mr. Choi Pun Lap | 1/1 | Not Applicable | 4/4 | Not Applicable | Not Applicable | | Mr. Lo Ka Ming | 1/1 | Not Applicable | 4/4 | Not Applicable | Not Applicable | | Mr. Foo Yan Ming | 1/1 | 3/3 | 4/4 | 2/2 | 1/1 | | Mr. Leung Chun Yip | 1/1 | 3/3 | 4/4 | 2/2 | 1/1 | | Ms. Lam Yuen Man | 0/1 | 0/3 | 1/4 | 0/2 | 0/1 | - Minutes of Board meetings and Board committee meetings are drafted by the company secretary and fully record the details of matters considered and decisions reached[204](index=204&type=chunk)[207](index=207&type=chunk

INTERIM REPORT 2025 中 深圳市元征科技股份有限公司 LAUNCH TECH COMPANY LIMITED* （於中華人民共和國註冊成立之股份有限公司） （股份代號：2488） 2025年中期報告 一、 財務資料 （除特別註明外，金額單位為人民幣千元） 合併資產負債表 | | | 2025年 | 2024年 | | --- | --- | --- | --- | | | 附註 | 6月30日 | 12月31日 | | | | | （經審核） | | 流動資產： | | | | | 貨幣資金 | | 550,477 | 547,766 | | 交易性金融資產 | | 8,629 | 9,624 | | 應收票據 | | 21,785 | 13,882 | | 應收賬款 | 4 | 336,794 | 307,419 | | 應收款項融資 | | 17,162 | 9,637 | | 預付款項 | | 62,586 | 74,508 | | 其他應收款 | | 32,700 | 18,608 | | 存貨 | 5 | 313,527 | 212,769 | | 合同資產 | | 110 | – ...