金慧科技2023/24 年报

Kingwisoft Technology Group Company LimitedGroup Company Limited(formerly known as ZZ Technology Group Company 2010GEM202010LimitedKingNineGEMGEM(a)(b)(c)www.kwtech-group.comHong Kong. It was established in 2010 and is listed on GEM ofThe Stock Exchange of Hong Kong Limited (the “StockExchange”).The Group has acquired KingNine Holdings Limited (“KingNine”)and its subsidiaries (collectively, the “KingNine Group”) on 15October 2020 (the “Acquisition”), which constituted a verysubstantial acquisition and connected transaction of the Companyunder the Rules Governing the Listing of Securities on GEM of theStock Exchange (the “GEM Listing Rules”). The KingNine Group’sprincipal activities include the provision of the following services inthe People’s Republic of China (the “PRC”):Back-office services (primarily provision of customer servicesolutions, and setting up of contact service systems andcentres);Comprehensive marketing and agency services; andData centre services.Further information about the Group is available on theCompany’s website at www.kwtech-group.com. KINGWISOFT TECHNOLOGY GROUP COMPANY LIMITED 金慧科技集團股份有限公司 DIRECTORSExecutive DirectorsMr. QIU Xiaojian(Chairman)Mr. HU Shilong(Chief Executive Officer)Mr. LI XiangMs. ZHOU Fang Stephen MARKSCHEID Mr. XU GangMr. WANG RuiIndependent Non-Executive DirectorsMr. Stephen MARKSCHEIDMr. ZHANG WeidongMr. ZENG Liang AUDIT COMMITTEE Mr. Stephen MARKSCHEID(Chairman of Committee)Mr. ZHANG WeidongMr. ZENG Liang Stephen MARKSCHEID NOMINATION COMMITTEEMr. QIU Xiaojian(Chairman of Committee) COMPANY SECRETARY Mr. TUNG Sze Ho Dicky REGISTERED OFFICEP.O. Box 309Ugland HouseGrand CaymanKY1-1104Cayman Islands P.O. Box 309Ugland HouseGrand CaymanKY1-1104Cayman Islands HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESSRoom 1204, 12/F, Lee Garden One33 Hysan Avenue, Causeway Bay, Hong Kong 33121204 PRINCIPAL SHARE REGISTRAR ANDTRANSFER OFFICE MaplesFS LimitedP.O. Box 1093Boundary Hall MaplesFS LimitedP.O. Box 1093Boundary Hall Grand CaymanKY1-1102 Grand CaymanKY1-1102 HONG KONG BRANCH SHARE REGISTRARAND TRANSFER OFFICE Tricor Investor Services Limited Far East Finance Centre16 Harcourt RoadHong Kong 16 AUDITOR Ernst & YoungCertified Public Accountants KINGWISOFT TECHNOLOGY GROUP COMPANY LIMITED 金慧科技集團股份有限公司 LEGAL ADVISORSJingtian & Gongcheng LLP BANKERS China CITIC Bank International LimitedChina Merchants BankIndustrial and Commercial Bank of ChinaShanghai Pudong Development BankThe Hongkong and Shanghai Banking Corporation Limited Industrial Bank Co., Ltd.WEBSITE www.kwtech-group.com www.kwtech-group.com STOCK CODE Dear Shareholders, Kingwisoft Technology Group CompanyLimited I am pleased to present the 2023/2024 annual report of KingwisoftTechnology Group Company Limited Technology Group Company Limited (formerly known as ZZ Technology Group Company Limited) (the “Company”),and its subsidiaries 20243312023/2024 (collectively, the “Group”) for the year ended 31 March 2024 (the“Year“/the “Reporting Period”).SIGNIFICANT INVESTMENTS HELD, MATERIALACQUISITIONS AND DISPOSALS OFSUBSIDIARIES, ASSOCIATES AND JOINTVENTURES During the Year, the Group completed the following maindisposal: As disclosed in the announcement of the Company dated 27 20242 27 February 2024, Kingwisoft Technology Co., Ltd.* (), a company incorporated in the PRC with limited liability, which is regarded as a wholly-owned subsidiary of the Company(the “Vendor”), entered into an equity transfer agreement with KINGWISOFT TECHNOLOGY GROUP COMPANY LIMITED 金慧科技集團股份有限公司 Management Discussion and Analysis Profit Guarantee As disclosed in the announcement dated 10 September 2020 andthe circular dated 18 September 2020 (the “Circular”) publishedby the Company, it entered into a share purchase deed on 10September 2020 (the “Share Purchase Deed”) with regard to theacquisition of the entire issued capital of KingNine HoldingsLimited (“KingNine”) (the “Acquisition”). The Company entered 202091020209 18KingNine Holdings LimitedKingNine202091020237SPV NINEGO NINEGO Corporation, Founders Mr. Hu Shilong, Ms. Liu Yingyingand other parities to change the payer of any compensation inrelation to the non-fulfillment of profit guarantee from FoundersSPV NINEGOCorporation to Founders SPV NINEGO Corporation. Unless otherwise definedherein, all capitalized terms used in this report shall have same meanings as those defined in the Circular. Share Purchase Deed that the audited consolidated net profitattributable to the equity holders of KingNine in accordance withHKFRS for any given profit guarantee period would not be lessthan the guaranteed profit in respect of such profit guaranteeperiod. The Company has undertaken to Founders that subject tothe compliance of all applicable laws and regulations (includingthe GEM Listing Rules and the directors’ fiduciary duties andduties of skill, care and diligence), it would use reasonableendeavours to procure the directors of DaLian Kingwisoftnomina