Share Option Plan - The total number of shares available for issuance under the share option plan is 51,250,000 shares, accounting for 10% of the company's issued shares (excluding treasury shares) as of December 31, 2024[3] - The company has not exercised any share options since December 31, 2024, indicating no dilution of existing shares from this plan[3] Compliance and Transparency - The announcement is made in compliance with GEM listing rules, ensuring transparency and accountability regarding the company's information[6]

CEO Compensation - The total compensation for the CEO, Xia Yilin, for the year ended December 31, 2023, was HKD 16,000, while for 2022 it was HKD 3,102,000, indicating a significant decrease [3]. - The CEO's salary and allowances for 2023 were HKD 16,000 compared to HKD 3,084,000 in 2022, reflecting a drastic reduction [3]. - There were no contributions to the retirement plan for the CEO in 2023, while there were HKD 18,000 in contributions in 2022 [3].

Financial Performance - Revenue for the period reached 635,180 million, representing a 20.7% increase year-over-year[10] - Gross profit margin improved to 13.5%, up from 12.2% in the previous period[10] - Operating profit was reported at 25,725 million, a significant increase of 223.5% compared to the prior year[10] - The company achieved a net profit of 17,752 million, reflecting a decrease of 65.7% year-over-year[10] - Total revenue for the latest quarter reached $6,162,217 million, an increase from $6,101,971 million in the previous quarter[33] - The company reported a net income of $220,223 million, up from $218,468 million, reflecting a growth of approximately 0.8%[33] - The company achieved a gross profit margin of 41.1%, slightly down from 42.7% in the previous quarter[33] Market Expansion - The company plans to expand its market presence in the MCU segment, which has shown a growth of 20.3%[13] - The company is expanding its market presence in Asia, targeting a 10% increase in market share by the end of the next fiscal year[33] Product Development - New product development efforts are focused on advanced semiconductor technologies, particularly in the 65nm and 90nm nodes[19] - The company reported a significant increase in sales of power discrete products, with a growth rate of 106.6%[18] - New product launches are anticipated to contribute an additional $500 million in revenue over the next fiscal year[33] Future Guidance - Future guidance indicates a continued focus on enhancing operational efficiency and expanding production capacity[10] - Future guidance projects revenue growth of 5% to 7% for the next quarter, with expectations of reaching between $6,500,000 million and $6,600,000 million[33] Strategic Initiatives - The company is exploring potential mergers and acquisitions to strengthen its market position and technological capabilities[10] - A strategic acquisition is planned, expected to close in Q2 2024, which is projected to enhance the company's product offerings and market reach[33] Research and Development - Research and development expenses increased to $381,305 million, up from $290,515 million, reflecting a focus on innovation and new technologies[33] User Metrics - User data showed an increase in active users to 7,051,359, compared to 6,892,127 in the previous quarter, indicating a growth of about 2.3%[33] Cash Flow - The company reported a significant increase in operating cash flow to $1,412,773 million, compared to $1,410,798 million in the previous quarter[33]

Share Incentive Plan - The company granted a total of 1,600,000 incentive shares to four directors in 2022 and 2023, including 800,000 shares to Mr. Chen and 400,000 shares to Ms. Yong[8]. - The company issued 4,710,000 share options to multiple eligible participants under the 2014 plan on June 28, 2022, and 90,000 share options to three eligible employees under the 2022 plan on July 11, 2023[3]. - The company has a total of 1,300,000 shares granted to employees other than the eight directors as of December 23, 2022[6]. - The company’s incentive share plan aims to align the interests of employees with those of shareholders through equity participation[7]. - Any share incentives granted to independent non-executive directors or major shareholders must comply with listing rules and corporate governance codes[10]. Vesting and Approval - As of December 31, 2024, a total of 1,200,000 incentive shares were vested to Mr. Chen and Ms. Yong, with a weighted average closing price of HKD 0.90 per share prior to the vesting date[8]. - The board provided supplementary information regarding the status of unvested incentive shares as of the end of the fiscal year 2024[4]. - The maximum number of shares that can be granted under the share incentive plan to employees within any 12-month period shall not exceed 1% of the issued share capital of the company at the time of the grant[7]. - The company is required to obtain shareholder approval at the general meeting if the grant to any individual employee exceeds the 1% limit of the issued share capital[7]. - The company must obtain shareholder approval if the total shares granted as incentives exceed 0.1% of the issued shares within a 12-month period[9]. Board Approval - The company’s board of directors approved the conditional grant of 800,000 incentive shares to Mr. Chen and 400,000 shares to Ms. Yong during the extraordinary general meeting held on February 9, 2023[6]. - The information regarding share options and incentive shares remains unchanged in the 2024 annual report[10]. Financial Reporting - The company’s financial year ends on December 31, 2024, and the report includes detailed notes on share-based payment transactions[4].

Impairment and Write-offs - The company recognized a trade receivables impairment of approximately RMB 175.8 million due to delayed payments from third-party distribution channels amid a challenging market environment[5]. - The company confirmed a financial asset impairment of approximately RMB 79.73 million, primarily related to a game development agreement with a Chengdu developer, which has led to a lawsuit for the return of prepaid amounts[6]. - The company recognized a write-off of prepaid expenses amounting to approximately RMB 211.8 million due to unforeseen issues during game development, affecting over 20 prepaid contracts[10]. - The total impairment included RMB 101.0 million in prepaid minimum guarantees, RMB 100.8 million in prepaid royalties, and RMB 10.0 million in prepaid investments[11]. - The company recorded goodwill impairments of approximately RMB 529.9 million for Wenmo Interactive and RMB 16.8 million for Shanghai Zhujing due to poor performance during the reporting period[12]. - Impairment of intangible assets related to "仙劍世界" amounts to approximately RMB 157.7 million, while other intangible assets impairment totals about RMB 53.9 million[15]. - The impairment of other intangible assets primarily includes unamortized prepaid royalties, which were not fully amortized due to early market exit of 11 games[18]. - The board believes the impairment amounts are fair and reasonable based on independent valuation standards and management's assessments[20]. Revenue and Performance Adjustments - The revenue growth rate for the cash-generating unit of 文脈互動 has been revised down to 2%-157%, compared to the previous range of 16%-213%[13]. - The revenue growth rate for 上海洲競's cash-generating unit has been adjusted to zero, down from a previous range of 5%-44%[14]. - The flagship game "仙劍世界" performed poorly in tests conducted in June and December 2024, resulting in a significant reduction in profit forecasts[16]. - The game "全民街籃" has not met testing expectations, leading to significant losses, and has been transferred to a third-party partner for adjustments and publishing[14]. - The game "城主天下" launched in November 2023 is expected to perform poorly in 2024, while the launch of "代號：主公" has been canceled[13]. Financial Assets and Valuation - The company reported a total of RMB 1,367.0 million in prepaid expenses as of December 31, 2024, including RMB 737.6 million in prepaid royalties and RMB 443.3 million in prepaid minimum guarantees[9]. - The valuation of the game technology developed by 上海凡影 is based on a discounted cash flow method, reflecting all business risks[17]. Stock Options - The unexercised stock options as of December 31, 2024, were priced at HKD 2.81, HKD 1.95, and HKD 1.15 for options granted on March 29, 2021, January 20, 2023, and April 24, 2024, respectively[21].

Proceeds Utilization - The net amount of unutilized proceeds carried forward as of December 31, 2024, is HKD 1,825.6 million[4] - 55% of the proceeds are allocated for strategic acquisitions or investments in companies with operational scale or profit potential, amounting to HKD 1,853.8 million, with HKD 659.3 million actually utilized[5] - 3% of the proceeds, equating to HKD 91.2 million, is designated for the development and optimization of smart management information systems, with HKD 4.9 million utilized[5] - 4% of the proceeds, or HKD 131.1 million, is allocated for upgrading facilities of older residential properties managed by the group, with HKD 26.9 million utilized[6] - 18% of the proceeds, amounting to HKD 611.7 million, is focused on strategic recruitment and training of professional talent, with HKD 264.4 million utilized[6] - 20% of the proceeds, equating to HKD 671.7 million, is for general corporate purposes, with HKD 62.4 million utilized[6] Revenue Performance - The actual revenue generated by Beijing Global Wealth Management's property management projects for the fiscal year ending December 31, 2024, is approximately RMB 60.44 million, which is RMB 1.75 million lower than the guaranteed revenue of RMB 62.2 million[7] - The shortfall of RMB 1.75 million represents about 0.04% of the group's total revenue and approximately 0.5% of the group's profit for the fiscal year ending December 31, 2024[7] - The discrepancy amounts to RMB 1,754,023.44, representing approximately 0.04% of the group's revenue and about 0.5% of the group's profit for the year ending December 31, 2024[9] Legal and Financial Implications - Estimated direct legal costs for pursuing the discrepancy are around RMB 280,000, which constitutes about 16.0% of the discrepancy, and if an appeal is involved, it could rise to approximately RMB 400,000, or 22.8% of the discrepancy[9] - Three out of four relevant parties have been listed as judgment debtors, indicating potential liquidity constraints in the Chinese property market[10] - The company has set March 31, 2026, as the final negotiation deadline for recovering the discrepancy, with financial performance to be reflected in the audited consolidated financial statements expected to be published by the end of March 2026[11] Internal Control Measures - The company has implemented enhanced internal control measures for acquisition projects affected by industry cyclicality since the acquisition in April 2021[12] - The board believes that continuing constructive dialogue with relevant parties to recover the discrepancy is fair and reasonable, aligning with the overall interests of shareholders[12]

Financial Reporting Standards - The company plans to unify its financial reporting standards under Chinese accounting standards to enhance efficiency and reduce disclosure costs[9] - The company aims to streamline its financial reporting process by adopting a single set of accounting standards for both listings[9] - The board of directors confirmed that the unified accounting standards do not lead to significant differences in overall financial performance[8] Listing and Trading - The global offering of the company's shares became unconditional on July 9, 2025, with H-shares starting trading on the Hong Kong Stock Exchange[5] - The company has been listed on both the New Third Board and the Hong Kong Stock Exchange since 2015, utilizing Chinese accounting standards for its financial statements[9] Financial Performance and Auditing - The company has accumulated experience in preparing interim financial statements since 2015, ensuring no significant discrepancies in overall financial performance under unified accounting standards[8] - The company anticipates that adopting Chinese accounting standards for its audited financial statements will not have a significant impact on its financial position, operating results, or cash flows for the year ending December 31, 2025[9] - The interim financial statements prepared under Chinese accounting standards have not been audited[10] Historical Financial Data - The historical financial data included in the prospectus covers the years ending December 31 for 2022, 2023, and 2024[6] Auditor Appointment - The company has appointed Da Hua CPA as its auditor for 2025, pending shareholder approval at the extraordinary general meeting on November 19, 2025[10]

Store and Employee Information - As of August 2024, the total number of stores for the group is 3,595, with a net increase of 239 stores during the year[5] - The total number of employees across the company is 59,522, reflecting a decrease of 932 employees from the previous fiscal year[7] - The number of UNIQLO stores in Japan is 794, with a net decrease of 3 stores from the previous year[5] - The overseas UNIQLO stores total 1,725, with a net increase of 27 stores[5] - The Greater China region has a total of 1,008 stores, down from 1,032, indicating a net decrease of 24 stores[5] - The company has reported a significant presence in the U.S. market, with 75 stores as of August 2024, up from 61 stores[5] Shareholder and Equity Information - The total issued shares amount to 318,220,968, with the top shareholder, The Master Trust Bank of Japan, holding 19.83%[10] - The company has a total of 26,545 shareholders as of August 31, 2025[10] - Shareholders' equity increased from ¥1,208,817 million in 2024 to ¥1,445,186 million in 2025, representing a growth of approximately 19.6%[107] - The company reported basic earnings per share of ¥1,411.44 and diluted earnings per share of ¥1,409.32 for the year[106] - The net asset value per share is ¥4,710.22, with net income per share at ¥1,230.71[134] Financial Performance - The total comprehensive income for the year ended August 31, 2025, was 482,937 million yen, with a net profit of 433,009 million yen[45] - Total revenue for the fiscal year reached ¥3,400,539 million, with Japan contributing ¥1,026,096 million (30.2%) and Greater China contributing ¥650,232 million (19.1%) to the total[80] - The company's net income increased from ¥306,135 million in 2024 to ¥377,566 million in 2025, reflecting a growth of around 23.3%[109] - Operating income rose from ¥323,593 million in 2024 to ¥380,827 million in 2025, an increase of about 17.7%[109] - Non-operating income surged from ¥23,049 million in 2024 to ¥46,671 million in 2025, marking a significant increase of approximately 102.5%[109] Corporate Governance and Audit - The independent auditor for the fiscal year ending August 31, 2025, is Deloitte Touche Tohmatsu LLC[14] - The independent auditor's remuneration was agreed upon by the statutory auditor committee based on the practical guidelines published by the Japan Audit & Supervisory Board Members Association[15] - The statutory auditor committee confirmed the appropriateness of the audit hours and remuneration for the fiscal year[15] - The company aims to enhance its corporate governance by having more than half of the board seats occupied by external directors to improve independence and oversight[21] - The independent non-executive directors attended 13 board meetings during the fiscal year, contributing insights from their diverse professional backgrounds[12] Compliance and Risk Management - The company emphasizes the importance of compliance and has designated compliance officers to address any related issues[23] - The company has set up a compliance hotline for reporting illegal actions or violations, ensuring a framework for compliance within the group[28] - A risk management analysis is conducted regularly to identify risks that could lead to financial losses, business interruptions, or damage to brand reputation[28] - The company maintains strict document management practices to ensure compliance with legal and regulatory requirements[24] - The company has established internal audit and legal departments to monitor compliance and internal control systems[25] Financial Assets and Liabilities - The financial assets are classified either at fair value through profit or loss or at amortized cost, with initial recognition occurring on the transaction date[49] - Financial assets measured at amortized cost will have expected credit losses recognized as bad debt provisions, evaluated at each reporting date[51] - The company employs derivative financial instruments, such as forward foreign exchange contracts, to hedge foreign currency risks, initially recognized at fair value[57] - The company has a comprehensive approach to managing financial liabilities, with initial recognition at fair value and subsequent measurement based on amortized cost or fair value[54] - Deferred tax assets are recognized based on unused tax losses and credits, limited to the extent that future taxable profits are likely to be available[75] Meetings and Committees - The Human Resources Committee discussed significant organizational changes and personnel system revisions, holding a total of 4 meetings by August 2025[35] - The Sustainability Committee focuses on sustainable development policies, environmental protection, and social contribution activities, also holding 4 meetings by August 2025[36] - The company held 12 meetings of the Disclosure Committee during the period ending August 2025[37] - The Risk Management Committee convened 4 times to address potential business risks[41] - The Information Technology Investment Committee met 7 times to review IT investment budgets[38] Accounting and Financial Reporting - Revenue is recognized based on the five-step model under IFRS 15, with revenue typically recognized at the point of delivery of goods[68] - Foreign currency transactions are recorded at the spot exchange rate on the transaction date, with monetary assets and liabilities translated at the current exchange rate at each reporting date[69] - The company has adopted new accounting standards, including IAS 7 and IFRS 7, which are not expected to have a significant impact on the annual consolidated financial statements[78] - The company is responsible for preparing and fairly presenting financial statements according to Japanese GAAP, ensuring no significant misstatements due to fraud or error[139] - The auditors aim to reasonably ensure that the financial statements do not contain significant misstatements due to fraud or error, which could influence economic decisions made by users[142]

Financial Performance - For the fiscal year ending August 2025, the total consolidated revenue reached ¥3,400.5 billion, representing a 9.6% increase year-over-year[3]. - The consolidated operating profit amounted to ¥564.2 billion, reflecting a year-over-year growth of 12.6%, marking the highest performance level for four consecutive years[3]. - Pre-tax profit recorded ¥650.5 billion, a 16.8% increase year-over-year, while net profit attributable to the parent company was ¥433.0 billion, up 16.4%[23]. - The Japan segment generated revenue of ¥1,026.0 billion, a 10.1% increase, with operating profit of ¥184.4 billion, up 18.4%[100]. - Same-store sales increased by 8.1% year-over-year, with the first half growing by 9.8% and the second half by 6.2%[103]. - The company reported consolidated revenue of 340.05 billion JPY and operating profit of 56.42 billion JPY for the fiscal year 2024[89]. - The company aims to distribute a dividend of 500 JPY per share for the fiscal year 2025[92]. - The dividend per share for the fiscal year 2023 is set at ¥500, with a payout ratio of 33.0%[178]. - Total assets are projected to be ¥38,593 billion, an increase of ¥2,717 billion from the previous fiscal year-end[180]. - Total equity is expected to reach ¥23,275 billion by August 31, 2025, reflecting an increase of ¥2,592 billion, primarily due to retained earnings increasing by ¥2,903 billion[180]. Corporate Governance - The company aims to enhance its corporate governance structure by proposing to increase the maximum number of directors from 10 to 15[12]. - A total of 11 directors are proposed for election at the upcoming shareholders' meeting to strengthen the management structure[15]. - The board candidates possess extensive experience in corporate management, global business, and sustainable development, with a focus on IT and digitalization[17]. - The independent director candidates bring extensive experience in investment and ESG, which will contribute to the company's global operations and diversity management[33]. - The board of directors has maintained a 100% attendance rate for the past year, indicating strong engagement and commitment[28][30][36]. - The company is committed to maintaining high standards of corporate governance and transparency through the involvement of independent directors[35]. - The board of directors consists of 10 members, with 6 being external directors, ensuring a diverse governance structure[174]. - The group has established a liability limitation contract with non-executive directors to ensure their expected functions are fulfilled[62]. - The group has a directors' liability insurance policy to cover damages arising from claims related to their duties[62]. Sustainability Initiatives - The company emphasizes a shift towards sustainable fashion, focusing on high-quality clothing that is timeless and can be cherished over time[3]. - The company aims to convert approximately 50% of materials used to recycled materials by the end of fiscal year 2030, with 19% of materials in fiscal year 2025 being low greenhouse gas emission materials[127][131]. - The use of recycled materials in products is being promoted, with a focus on enhancing product quality and functionality[128]. - The company has redefined "sustainable materials" and established new procurement guidelines to ensure human rights protection and reduced environmental impact across the supply chain[129]. - The company aims to reduce greenhouse gas emissions from its stores and offices by 90% by the end of fiscal year 2030 compared to 2019 levels, and has achieved an 83.3% reduction as of August 2024[142]. - The company has a goal to achieve zero greenhouse gas emissions by 2050, actively promoting reductions across its supply chain[141]. - The company is focusing on sustainable business practices, aiming to reduce greenhouse gas emissions and promote recycling by the fiscal year 2030[191]. Business Strategy and Growth - The company aims to further achieve business growth globally while fulfilling social responsibilities through its clothing business[23]. - The company is accelerating the global expansion of UNIQLO and GU stores, leveraging the experience of independent directors with rich operational knowledge[31]. - The company aims to maintain high growth and shareholder returns while enhancing corporate value in a changing business environment[48]. - The company aims to achieve a revenue target of ¥10 trillion by the fiscal year 2028, with a mid-term goal of ¥5 trillion[189]. - The company plans to expand its UNIQLO business in North America and Europe by increasing store openings and enhancing e-commerce sales[195]. - The company is transforming its cost structure to improve production efficiency and enhance value-added services in response to inflation[200]. - The company is investing in talent development and management to foster a high-performing team[190]. Product Development and Innovation - The company emphasizes the importance of data analysis in creating value and is transitioning towards an "information manufacturing retail business"[26]. - The new HEATTECH series, incorporating natural fibers, offers approximately 1.5 times the warmth compared to traditional HEATTECH, enhancing customer experience[105][107]. - The PUFFTECH series has received positive feedback globally, reflecting the company's commitment to customer-driven product development[125]. - Automation has been introduced in fabric cutting and filling processes, significantly improving efficiency and working conditions, with automated cutting machines reducing waste[150][151]. - The company emphasizes a customer-centric approach, aiming to meet customer expectations and drive continuous reform across all operational aspects[61]. Social Responsibility - The company has donated over 1 million items of clothing to people in need across 28 countries and regions as part of its "The Heart of LifeWear" initiative[93]. - The "PEACE FOR ALL" charity T-shirt project has sold 8.62 million units, generating a total donation amount of approximately ¥2.588 billion, with 45 partners involved[161][162]. - The company actively collaborates with local communities to address social issues, enhancing its corporate social responsibility initiatives[160]. Talent Development - The company aims to continuously invest in talent development, focusing on nurturing managers and store leaders globally to drive business growth[157][164]. - The company has implemented a management candidate program (UMC) to cultivate future management executives, with around 500 candidates currently in development[154][164]. - The company is committed to nurturing management talent through an established educational system and ongoing selection processes[172].

Shareholder Meeting - The 2025 fiscal year ordinary general meeting of shareholders will be held on November 27, 2025, at 10:30 AM Japan time[8] - The meeting will address the business report and consolidated financial statements for the fiscal year 2025, covering the period from September 1, 2024, to August 31, 2025[8] - The record date for eligible shareholders to attend and vote at the meeting is August 31, 2025[4] - The company emphasizes that shareholders purchasing shares after the record date will not be able to attend or vote at the meeting[4] - The notice is a translation of the original Japanese announcement issued to shareholders as of August 31, 2025[4] Agenda Items - The first agenda item includes a proposal to amend certain provisions of the company's articles of association[8] - The second agenda item involves the election of 11 directors[8] - The third agenda item proposes revisions to the director remuneration system, including changes to the total remuneration cap and the granting of new stock options[8] - The fourth agenda item concerns the revision of the statutory auditor's remuneration amount[8] Communication with Shareholders - The company will provide excerpts of the meeting notice and proxy forms to Hong Kong depositary receipt holders upon request[3]