{"url_path":"/sec/pltyf/10-k/2026/item-18","section_key":"item-18","section_title":"Item 18 FINANCIAL STATEMENTS.","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1433309/0001104659-26-061965-index.html","accession_number":"0001104659-26-061965","cik":"0001433309","ticker":"PLTYF","issuer_name":"Plastec Technologies, Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1433309/0001104659-26-061965-index.html","primary_entity_key":"0001433309","primary_entity_name":"Plastec Technologies, Ltd."},"word_count":8961,"has_tables":true,"body_markdown":"ITEM 18.    FINANCIAL STATEMENTS.\n\n​\n\n​\n\n50\n\n**PLASTEC TECHNOLOGIES, LTD.**\n\n**Consolidated Financial Statements**\n\n**For the Years Ended December 31, 2023, 2024 And 2025**\n\n​\n\n​\n\n[Table of Contents](#TOC)\n\n**CONTENT**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nPage\n\n​\n\n​\n\n[Report of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENTREGISTEREDPUBLICACCOU) (PCAOB ID: 7020)\n\nF-1\n\n​\n\n​\n\n[Consolidated Balance Sheets](#CONSOLIDATEDBALANCESHEETS_620988)\n\nF-2\n\n​\n\n​\n\n[Consolidated Statements of Operations and Comprehensive Loss](#ONSOLIDATEDSTATEMENTSOFOPERATIONSANDCOMP)\n\nF-3 to F-4\n\n​\n\n​\n\n[Consolidated Statements of Shareholders’ Equity](#CONSOLIDATEDSTATEMENTSOFSHAREHOLDERSEQUI)\n\nF-5\n\n​\n\n​\n\n[Consolidated Statements of Cash Flows](#ONSOLIDATEDSTATEMENTSOFCASHFLOWS_213866)\n\nF-6\n\n​\n\n​\n\n[Notes to Consolidated Financial Statements](#a1OrganizationandBusinessBackground_6738)\n\nF-7 to F-21\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\nTo the Board of Directors and Shareholders of\n\nPlastec Technologies, Ltd.\n\n**Opinion on the Consolidated Financial Statements**\n\nWe have audited the accompanying consolidated balance sheets of Plastec Technologies, Ltd. (the “Company”) and its subsidiaries (collectively referred to as the “Group”) as of December 31, 2024 and 2025, the related consolidated statements of operations and comprehensive loss, shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2025, and the consolidated results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.\n\n**Basis for Opinion**\n\nThese consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such opinion.\n\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n**Critical Audit Matters**\n\nCritical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) related to accounts or disclosures that were material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.\n\n/s/ AOGB CPA Limited\n\n​\n\nHong Kong, Hong Kong\n\nApril 20, 2026.\n\nWe have served as the Group’s auditor since 2025.\n\n​\n\n*AOGB CPA Limited, Suite 2501-03, Tesbury Centre, 28 Queen’s Road East, Admiralty, Hong Kong*\n\n*Tel: 2152-2238,* *Website: www.aogb.com*\n\n​\n\nF-1\n\n[Table of Contents](#TOC)\n\nPLASTEC TECHNOLOGIES, LTD.\n\nCONSOLIDATED BALANCE SHEETS\n\n**(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n​\n\n​\n\n**HK$**\n\n​\n\n**HK$**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**ASSETS**\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n \n\n  ​\n\nCurrent asset\n\n \n\n  ​\n\n \n\n  ​\n\nCash and cash equivalents\n\n \n\n44,171\n\n​\n\n42,324\n\nTotal current asset\n\n \n\n44,171\n\n \n\n42,324\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNon-current asset\n\n \n\n​\n\n \n\n​\n\nProperty, plant and equipment, net (note 3)\n\n \n\n—\n\n \n\n—\n\nTotal non-current asset\n\n \n\n—\n\n \n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\nTotal assets\n\n \n\n44,171\n\n \n\n42,324\n\n​\n\n \n\n  ​\n\n \n\n  ​\n\n**LIABILITIES AND SHAREHOLDERS’ EQUITY**\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n \n\n  ​\n\nCurrent liabilities\n\n \n\n  ​\n\n \n\n  ​\n\nOther payables and accruals - third parties (note 4)\n\n \n\n538\n\n \n\n480\n\nOther payables and accruals – a related party (note 4)\n\n​\n\n—\n\n​\n\n150\n\nTotal current liabilities\n\n \n\n538\n\n \n\n630\n\n​\n\n \n\n​\n\n \n\n​\n\nTotal liabilities\n\n \n\n538\n\n \n\n630\n\n​\n\n \n\n  ​\n\n \n\n  ​\n\nCommitments and contingencies (note 7)\n\n \n\n—\n\n \n\n—\n\n​\n\n \n\n  ​\n\n \n\n  ​\n\nShareholders’ equity\n\n \n\n  ​\n\n \n\n  ​\n\nOrdinary shares (U.S.$0.001 par value; 100,000,000 authorized, 12,938,128 and 12,938,128 shares issued and outstanding as of December 31, 2024 and 2025, respectively)\n\n \n\n101\n\n \n\n101\n\nAdditional paid-in capital\n\n \n\n26,049\n\n \n\n26,049\n\nAccumulated other comprehensive income\n\n \n\n(30)\n\n \n\n(30)\n\nRetained earnings\n\n \n\n17,513\n\n \n\n15,574\n\nTotal shareholders’ equity\n\n \n\n43,633\n\n \n\n41,694\n\n​\n\n \n\n​\n\n \n\n​\n\nTotal liabilities and shareholders’ equity\n\n \n\n44,171\n\n \n\n42,324\n\n​\n\nSee accompanying notes to consolidated financial statements.\n\n​\n\nF-2\n\n[Table of Contents](#TOC)\n\nPLASTEC TECHNOLOGIES, LTD.\n\nCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS\n\n**(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Year ended**\n\n​\n\n**Year ended**\n\n​\n\n**Year ended**\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n**  ​ ​ ​**\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n​\n\n​\n\n**HK$**\n\n​\n\n**HK$**\n\n​\n\n**HK$**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Revenues**\n\n \n\n​\n\n—\n\n \n\n​\n\n—\n\n \n\n​\n\n—\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\n**Operating expenses, net**\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\nSelling, general and administrative expenses – third parties\n\n \n\n​\n\n(3,084)\n\n \n\n​\n\n(4,813)\n\n \n\n​\n\n(2,885)\n\nSelling, general and administrative expenses – a related party\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(850)\n\nOther income\n\n \n\n​\n\n—\n\n \n\n​\n\n118\n\n \n\n​\n\n64\n\nTotal operating expenses, net\n\n \n\n​\n\n(3,084)\n\n \n\n​\n\n(4,695)\n\n \n\n​\n\n(3,671)\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\n**Loss from operations**\n\n \n\n​\n\n(3,084)\n\n \n\n​\n\n(4,695)\n\n \n\n​\n\n(3,671)\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\nInterest income\n\n \n\n​\n\n4,065\n\n \n\n​\n\n4,543\n\n \n\n​\n\n1,732\n\nProfit/(loss) before income tax expense\n\n \n\n​\n\n981\n\n \n\n​\n\n(152)\n\n \n\n​\n\n(1,939)\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\nIncome tax expense (note 5)\n\n \n\n​\n\n(1,047)\n\n \n\n​\n\n(7,758)\n\n \n\n​\n\n—\n\n**Net loss and comprehensive loss attributable to the Company’s ordinary shareholders**\n\n \n\n​\n\n(66)\n\n \n\n​\n\n(7,910)\n\n \n\n​\n\n(1,939)\n\n​\n\nSee accompanying notes to consolidated financial statements.\n\n​\n\nF-3\n\n[Table of Contents](#TOC)\n\n**PLASTEC TECHNOLOGIES, LTD.**\n\n​\n\n**CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (CONTINUED)**\n\n**(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Year ended**\n\n​\n\n**Year ended**\n\n​\n\n**Year ended**\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n**  ​ ​ ​**\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n​\n\n​\n\n**HK$**\n\n​\n\n**HK$**\n\n​\n\n**HK$**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet loss per share (note 6):\n\n​\n\n​\n\n  ​\n\n​\n\n​\n\n  ​\n\n​\n\n​\n\n  ​\n\n​\n\n​\n\n​\n\n  ​\n\n​\n\n​\n\n  ​\n\n​\n\n​\n\n  ​\n\n**Weighted average number of ordinary shares outstanding**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nBasic and diluted\n\n​\n\n​\n\n12,938,128\n\n​\n\n​\n\n12,938,128\n\n​\n\n​\n\n12,938,128\n\n​\n\n​\n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\n**Loss per ordinary share**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nBasic and diluted (in Hong Kong dollars)\n\n​\n\n​\n\nHK$(0.01)\n\n​\n\n​\n\nHK$(0.61)\n\n​\n\n​\n\nHK$(0.15)\n\n​\n\nSee accompanying notes to consolidated financial statements.\n\n​\n\nF-4\n\n[Table of Contents](#TOC)\n\nPLASTEC TECHNOLOGIES, LTD.\n\nCONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY\n\n**(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Ordinary shares**\n\n​\n\n​\n\n​\n\n**Accumulated**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Additional**\n\n​\n\n**other**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Number of**\n\n​\n\n​\n\n​\n\n**paid-in**\n\n​\n\n**comprehensive**\n\n​\n\n**Retained**\n\n​\n\n**Shareholders’**\n\n​\n\n**  ​ ​ ​**\n\n**shares**\n\n**  ​ ​ ​**\n\n**Amount**\n\n**  ​ ​ ​**\n\n**capital**\n\n**  ​ ​ ​**\n\n**loss**\n\n**  ​ ​ ​**\n\n**earnings**\n\n**  ​ ​ ​**\n\n**equity**\n\n​\n\n​\n\n​\n\n \n\n**HK$**\n\n \n\n**HK$**\n\n \n\n**HK$**\n\n \n\n**HK$**\n\n \n\n**HK$**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBalance at January 1, 2023\n\n \n\n12,938,128\n\n \n\n101\n\n \n\n26,049\n\n \n\n(30)\n\n \n\n60,810\n\n​\n\n86,930\n\n​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nNet loss for the year\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n(66)\n\n​\n\n(66)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBalance at December 31, 2023 and January 1, 2024\n\n \n\n12,938,128\n\n \n\n101\n\n \n\n26,049\n\n \n\n(30)\n\n​\n\n60,744\n\n​\n\n86,864\n\n​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n​\n\nNet loss for the year\n\n \n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(7,910)\n\n​\n\n(7,910)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDividend paid\n\n \n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(35,321)\n\n​\n\n(35,321)\n\n​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nBalance at December 31, 2024 and January 1, 2025\n\n \n\n12,938,128\n\n​\n\n101\n\n​\n\n26,049\n\n​\n\n(30)\n\n​\n\n17,513\n\n​\n\n43,633\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet loss for the year\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n(1,939)\n\n​\n\n(1,939)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBalance at December 31, 2025\n\n​\n\n12,938,128\n\n​\n\n101\n\n​\n\n26,049\n\n​\n\n(30)\n\n​\n\n15,574\n\n​\n\n41,694\n\n​\n\nSee accompanying notes to consolidated financial statements.\n\n​\n\nF-5\n\n[Table of Contents](#TOC)\n\nPLASTEC TECHNOLOGIES, LTD.\n\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n\n**(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Year ended**\n\n​\n\n**Year ended**\n\n**Year ended**\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n**  ​ ​ ​**\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n​\n\n​\n\n**HK$**\n\n​\n\n**HK$**\n\n​\n\n**HK$**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Operating activities**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nNet loss\n\n \n\n(66)\n\n​\n\n(7,910)\n\n​\n\n(1,939)\n\nChanges in operating assets and liabilities:\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nDeposits, prepayment and other receivables\n\n \n\n(715)\n\n​\n\n4,269\n\n​\n\n—\n\nOther payables and accruals\n\n \n\n398\n\n​\n\n(635)\n\n​\n\n92\n\nTax payables\n\n \n\n1,047\n\n​\n\n(12,980)\n\n​\n\n—\n\n*Net cash generated from/(used in) operating activities*\n\n \n\n664\n\n​\n\n(17,256)\n\n​\n\n(1,847)\n\n​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n**Investing activity**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n(Purchase)/Proceeds from disposal of plant and machinery\n\n \n\n(7)\n\n \n\n445\n\n \n\n—\n\n*Net cash (used in)/generated from investing activity*\n\n \n\n(7)\n\n \n\n445\n\n \n\n—\n\n​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n**Financing activity**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nDividends paid\n\n \n\n—\n\n \n\n(35,321)\n\n \n\n—\n\n*Net cash used in financing activity*\n\n \n\n—\n\n \n\n(35,321)\n\n \n\n—\n\n​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nNet increase/(decrease) in cash and cash equivalents\n\n \n\n657\n\n \n\n(52,132)\n\n \n\n(1,847)\n\n​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nCash and cash equivalents, beginning of year\n\n \n\n95,646\n\n \n\n96,303\n\n \n\n44,171\n\nCash and cash equivalents, end of year\n\n \n\n96,303\n\n \n\n44,171\n\n \n\n42,324\n\n​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nSUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nInterest income\n\n \n\n4,065\n\n \n\n4,543\n\n \n\n1,732\n\nHong Kong income taxes paid\n\n \n\n—\n\n \n\n16,930\n\n \n\n—\n\n​\n\nSee accompanying notes to consolidated financial statements.\n\n​\n\n​\n\nF-6\n\n[Table of Contents](#TOC)\n\nPLASTEC TECHNOLOGIES, LTD.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n**(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)**\n\n**1.         **** ****Organization and Business Background**\n\nPlastec Technologies, Ltd. (the “Company”) (formerly known as “GSME Acquisition Partners I”), incorporated under the laws of Cayman Islands on March 27, 2008, and its subsidiaries (where the context permits, references to the “Company” below shall include references to its subsidiaries (collectively as the “Group”)) had principally been engaged in the provision of integrated plastic manufacturing services from mold design and fabrication, plastic injection manufacturing to secondary-process finishing as well as parts assembly. The Group’s manufacturing activities had been performed in the People’s Republic of China (the “PRC” or “China”) and Thailand during the years through October 11, 2016. The selling and administrative activities had mainly been performed in China.\n\nOn November 14, 2015, the Company entered into a Share Transfer Agreement (the “Agreement”) with Shanghai Yongli Belting Co., Ltd. (“SYB”) and its wholly-owned subsidiary, Shanghai Yongjing Investment Management Co., Ltd. (“SYIM”). Pursuant to the Agreement, SYIM was to purchase, through a wholly-owned Hong Kong subsidiary (the “HK Subsidiary”), the entirety of the Company’s shareholding interests in its then wholly-owned subsidiary, Plastec International Holdings Limited (“PIHL”) alongside the latter’s subsidiaries (collectively, “PIHL Group”), for an aggregate purchase price of RMB 1,250,000,000 (or US$195,312,500 equivalent, adopting the exchange rate when the transaction was first reported), in cash (the “Transfer Price”) subject to terms and conditions thereof.\n\nThe disposal of PIHL was completed on October 11, 2016. As a result, the Company no longer owns PIHL. Thereafter, the Group’s only operations have generally been to complete construction of a manufacturing plant at Kai Ping, China which was disposed of and transferred to PIHL upon its establishment on April 20, 2018 as described below, collect rental income from certain property the Group used to own and which was being leased to one of PIHL’s subsidiaries until November 2019 when the former subsidiary of the Company that held the property was disposed of to an unaffiliated third party as described below and explore other investment opportunities.\n\nIn accordance with the terms and spirit of the Agreement, the Company caused Viewmount Developments Limited (a wholly owned subsidiary of the Company, “Viewmount”), to enter into a Share Transfer Agreement with PIHL (a wholly owned subsidiary of SYB since October 11, 2016) on March 30, 2018 (the “Manufacturing Plant Transfer Agreement”), pursuant to the terms and conditions of which Viewmount was to transfer the ownership interests in certain of its former subsidiaries holding the newly established manufacturing plant in Kai Ping, China through their PRC subsidiaries to PIHL for a total consideration of approximately HK$70, representing the actual registered capital injected by Viewmount into the relevant subsidiaries. On April 20, 2018, the parties consummated the transactions contemplated by the Manufacturing Plant Transfer Agreement. The parties also settled all accounts payable owed by the relevant subsidiaries to Viewmount totaling HK$258,910.\n\nOn November 15, 2019, Viewmount entered into an agreement (the “Assets Disposal Agreement”) with an unaffiliated third party (the “Purchaser”), pursuant to which Viewmount was to transfer the ownership interests in its then wholly-owned subsidiary holding the right to use certain parcels of land in Shenzhen together with premises built thereon to the Purchaser for HK$47,965 in cash, net of all relevant expenses, charges and taxes. On November 20, 2019, the parties consummated the transactions contemplated by the Assets Disposal Agreement; on which date Viewmount also received from the Purchaser HK$112,035 representing all amounts due from the former subsidiary disposed of.\n\n​\n\nF-7\n\n[Table of Contents](#TOC)\n\nPLASTEC TECHNOLOGIES, LTD.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n**(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)**\n\n**1.          **** ****Organization and Business Background (Continued)**\n\n​\n\nOn June 29, 2020, the Company disposed of its wholly-owned dormant subsidiary, Allied Sun Corporation Limited, with a negative net worth of approximated HK$1.6 to an unaffiliated third party purchaser for HK$27.\n\nOn November 29, 2024, the Company disposed of its wholly-owned dormant subsidiary, Sun Line Industrial Limited, with a net worth of approximated HK$4,650 to an unaffiliated third party purchaser for the consideration of HK$4,650. The determination to this disposal was made in an effort to streamline the group’s organizational structure given its limited operations currently. The following table summarizes the assets and liabilities of Sun Line Industrial Limited on November 29, 2024:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Unaudited **\n\n​\n\n​\n\n**November 29, **\n\n​\n\n​\n\n**2024**\n\n​\n\n​\n\n**HK$**\n\nProperty, plant and equipment, net\n\n \n\n291\n\nCash and cash equivalents\n\n \n\n4,082\n\nDeposits and other receivables\n\n \n\n297\n\nAccruals\n\n \n\n(20)\n\nNet assets of the subsidiary\n\n \n\n4,650\n\nLess: Consideration\n\n \n\n(4,650)\n\n​\n\n \n\n—\n\n​\n\nThe following table summarizes the operating results of Sun Line Industrial Limited for the year ended December 31, 2023 and the period ended November 29, 2024:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Audited**\n\n**  ​ ​ ​**\n\n**Unaudited**\n\n​\n\n​\n\n**Year ended**\n\n​\n\n**Period ended **\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**November 29, **\n\n​\n\n​\n\n**2023**\n\n​\n\n**2024**\n\n​\n\n​\n\n**HK$**\n\n​\n\n**HK$**\n\nGain on disposal of plant and machinery\n\n \n\n—\n\n \n\n100\n\nInterest income\n\n \n\n935\n\n \n\n926\n\nOther income\n\n \n\n—\n\n \n\n14\n\nSelling, general and administrative expenses\n\n \n\n(164)\n\n \n\n(1,471)\n\nIncome tax expenses\n\n \n\n—\n\n \n\n(17,199)\n\nNet profit/(loss) for the year/period\n\n \n\n771\n\n \n\n(17,630)\n\n​\n\nAs of December 31, 2025, details of the Company’s subsidiaries are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Place of**\n\n​\n\n**Percentage of**\n\n​\n\n​\n\n​\n\n​\n\n**Date of**\n\n​\n\n**incorporation/**\n\n​\n\n**equity interest**\n\n​\n\n​\n\n​\n\n​\n\n**incorporation/**\n\n​\n\n**registration and**\n\n​\n\n**attributable to**\n\n​\n\n​\n\n**Name**\n\n**  ​ ​ ​**\n\n**establishment**\n\n**  ​ ​ ​**\n\n**operation**\n\n**  ​ ​ ​**\n\n**the Company**\n\n**  ​ ​ ​**\n\n**Principal activities**\n\n​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nSun Ngai Spraying and Silk Print Co., Ltd.*\n\n \n\nJuly 25, 1995\n\n \n\nBVI\n\n \n\n100\n\n%  \n\nDormant\n\n​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nSun Terrace Industries Limited*\n\n \n\nMarch 2, 2004\n\n \n\nBVI\n\n \n\n100\n\n%  \n\nDormant\n\n​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\nViewmount Developments Limited*\n\n \n\nNovember 12, 2013\n\n \n\nBVI\n\n \n\n100\n\n%  \n\nInvestment holding\n\n​\n\n*These three companies applied to BVI Registry for voluntary liquidations, and the liquidation documents were filed with the BVI Registry on March 24, 2026 with the voluntary liquidations commenced on the same date. The liquidation proceeding was still in progress and not yet completed as of date of this report.\n\n​\n\nF-8\n\n[Table of Contents](#TOC)\n\nPLASTEC TECHNOLOGIES, LTD.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n**(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)**\n\n**1.          **** ****Organization and Business Background (Continued)**\n\nHistory and Background -The Merger Transaction with Plastec International Holdings Limited\n\nOn March 27, 2008, the Company was established as a special purpose acquisition company whose objective was to consummate an acquisition, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses located in the PRC.\n\nOn August 6, 2010, the Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) with GSME Acquisition Partners I Sub Limited (“GSME Sub”), PIHL and all former shareholders of PIHL (“PIHL Shareholders”) (together, the “Parties”). Upon the consummation of the transactions contemplated by the Merger Agreement, GSME Sub was to be merged with and into PIHL, with PIHL surviving as a wholly-owned subsidiary of the Company (the “Merger”). The PIHL Shareholders were then entitled to receive up to an aggregate of 16,948,053 ordinary shares, par value U.S.$0.001 per share, of the Company.\n\nOn September 13, 2010, in connection with the Merger, the Parties entered into an Amended and Restated Agreement and Plan of Reorganization (the “Amended and Restated Merger Agreement”) to, amongst other matters, revise the terms of the merger consideration to be paid to the PIHL Shareholders. Pursuant to the Amended and Restated Merger Agreement, upon consummation of the Merger, the PIHL Shareholders became entitled to receive up to an aggregate of 16,778,571 ordinary shares of the Company, of which 7,054,583 shares were issued to the PIHL Shareholders on the closing of the Merger and the remaining of up to 9,723,988 shares (2,944,767, 3,389,610 and 3,389,611 shares for 2011, 2012 and 2013 respectively) (the “Earnout Shares”) would have been issued to the PIHL Shareholders, if PIHL had net income as defined in the Amended and Restated Merger Agreement in the following amounts for the indicated years ending April 30 below:\n\n​\n\n​\n\n​\n\n​\n\n**Year ending April 30,**\n\n  ​ ​ ​\n\n**Net Income**\n\n​\n\n​\n\n**HK$**\n\n​\n\n​\n\n​\n\n2011\n\n​\n\n130,700\n\n2012\n\n​\n\n176,000\n\n2013\n\n​\n\n250,000\n\n​\n\nAt the Special Meeting held on December 10, 2010, the merger proposal was approved by the shareholders. On December 16, 2010, the Company consummated the transactions contemplated by the Amended and Restated Merger Agreement, pursuant to which, amongst other things, PIHL became a wholly owned subsidiary of the Company (the “Merger Transaction”). The Merger Transaction was accounted for as a reverse acquisition with PIHL being considered the accounting acquirer in the Merger.\n\nThe completion of the Merger enabled the PIHL Shareholders to obtain a majority voting interest in the Company. Generally accepted accounting principles in the United States require that a company whose shareholders retain the majority interest in a combined business be treated as the acquirer for accounting purposes. Accordingly, the aforementioned Merger Transaction was accounted for as a reverse acquisition of a private operating company (PIHL) with a non-operating public company (the Company) with significant amount of cash. The reverse acquisition process utilized the capital structure of the Company and the assets and liabilities of PIHL were recorded at historical cost. The transaction was recorded as a recapitalization of PIHL and thus was reflected retrospectively in PIHL’s historical financial statements. Although PIHL was deemed to be the accounting acquirer for financial accounting and reporting purposes, the legal status of PIHL as the surviving company did not change.\n\n​\n\nF-9\n\n[Table of Contents](#TOC)\n\nPLASTEC TECHNOLOGIES, LTD.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n**(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)**\n\n**1.          **** ****Organization and Business Background (Continued)**\n\nUnder the reverse acquisition accounting, the historical consolidated financial statements of the Company for the periods prior to December 16, 2010 were those of PIHL and its subsidiaries. Since PIHL was deemed as accounting acquirer, PIHL’s fiscal year replaced the Company’s fiscal year. The fiscal year end changed from October 31 to April 30. The financial statements of the Company reflected the aforementioned Merger Transaction in the consolidated statements of shareholders’ equity through a line of “Recapitalization in connection with the reverse merger” to present the net assets of the Company as of December 16, 2010. The net assets of the Company as of December 16, 2010 were as follows:\n\n​\n\n​\n\n​\n\nNet assets acquired:\n\n**  ​ ​ ​**\n\n**HK$**\n\n​\n\n​\n\n​\n\nCash\n\n \n\n58,160\n\nAccounts payable and accrued liabilities\n\n \n\n(1,524)\n\n​\n\n \n\n  ​\n\n​\n\n \n\n56,636\n\n​\n\nOn April 30, 2011, the Parties entered into an amendment to the Amended and Restated Merger Agreement to remove the provisions of Earnout Shares and issued an aggregate of 7,486,845 ordinary shares of the Company to the PIHL Shareholders on April 30, 2011.\n\nPurchase of securities by the issuer\n\nPrior to November 2011, the Company had no plans or programs for the purchase of its outstanding securities. However, in connection with the Merger, holders of 2,615,732 of the Company public shares elected to exercise their conversion rights (for a description of these rights, see the IPO Prospectus and the Merger Proxy Statement) and, upon the closing of the Merger, such shares were converted into an average U.S. $10.30 (including proceeds that were originally to be from a letter of credit provided by Cohen & Company Securities, LLC but were ultimately paid by Company) in cash and were cancelled. Under Cayman Islands law, such conversions are technically considered “repurchases.”\n\nF-10\n\n[Table of Contents](#TOC)\n\nPLASTEC TECHNOLOGIES, LTD.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n**(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)**\n\n**1.          **** ****Organization and Business Background (Continued)**\n\n​\n\nIn November 2011, the board of directors of Company approved a U.S.$5 million share repurchase program expiring initially in June 2012 but which was extended twice through December 2013 and expanded to cover publicly held warrants (“2011 Repurchase Program”). Under the 2011 Repurchase Program, the Company was permitted to make repurchases of ordinary shares and publicly held warrants from time to time in open market or in privately negotiated transactions. The timing of repurchases under this program was dependent on a variety of factors, including price and market conditions prevailing from time to time. The 2011 Repurchase Program was completed on September 25, 2013. On the same date, the Company announced a new U.S.$5 million repurchase plan (“2013 Repurchase Program”) approved by the board of directors of the Company to cover repurchases of ordinary shares and publicly held warrants from time to time in open market or in privately negotiated transactions through September 25, 2014. The timing of repurchases under the 2013 Repurchase Program will depend on a variety of factors, including price and market conditions prevailing from time to time, and the program may be suspended, modified or discontinued without notice at any time. In May 2014, the Company announced expansion of the scope of the 2013 Repurchase Program to include the Company’s units, with all other terms of the 2013 Repurchase Program remained unchanged. In August 2014, the Company announced a 12-month extension of the 2013 Repurchase Program (as expanded) through September 25, 2015, under which period, all warrants, insider or public, expired on November 18, 2014. In August 2015, the Company announced a further 12-month extension of the 2013 Repurchase Program (as expanded) through September 25, 2016. In August 2016, the Company announced a further 12-month extension of the 2013 Repurchase Program (as expanded) through September 25, 2017. On August 9, 2017, the Company announced a further 12-month extension of the 2013 Repurchase Program (as expanded) through September 25, 2018. On August 17, 2018, the Company announced a further 12-month extension of the 2013 Repurchase Program (as expanded) through September 25, 2019. On August 26, 2019, the Company announced a further 12-month extension of the 2013 Repurchase Program (as expanded) through September 25, 2020. On August 20, 2020, the Company announced a further 12-month extension of the 2013 Repurchase Program (as expanded) through September 25, 2021. On August 5, 2021, the Company announced a further 12-month extension of the 2013 Repurchase Program (as expanded) through September 25, 2022. On August 8, 2022, the Company announced a further 12-month extension of the 2013 Repurchase Program (as expanded) through September 25, 2023. The 2023 Repurchase Program (as expanded) was lapsed on September 25, 2023.\n\n**2.**           **Summary of Significant Accounting Policies**\n\n*Principles of consolidation*\n\nThe consolidated financial statements, prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”), include the assets, liabilities, revenues, expenses and cash flows of all subsidiaries. All significant intercompany balances, transactions and cash flows are eliminated on consolidation.\n\n*Foreign currency translation*\n\nThe functional currency and reporting currency of the Company and subsidiaries are Hong Kong dollar.\n\nIn the individual financial statements of the consolidated entities, foreign currency transactions are translated into the functional currency of the individual entity using the exchange rates prevailing at the dates of the transactions. At the reporting date, monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rates prevailing at the reporting date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the reporting date retranslation of monetary assets and liabilities are recognized in the consolidated statement of income. There were no foreign currency transaction change recorded during the years ended December 31, 2023, 2024 and 2025 respectively.\n\n​\n\nF-11\n\n[Table of Contents](#TOC)\n\nPLASTEC TECHNOLOGIES, LTD.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n**(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)**\n\n**2.          **** ****Summary of Significant Accounting Policies – (Continued)**\n\nIn the consolidated financial statements, all individual financial statements originally presented in a currency different from the Company’s reporting currency have been converted into Hong Kong dollars. Assets and liabilities have been translated into Hong Kong dollars at the closing rates at the reporting date. Income and expenses have been converted into the Hong Kong dollars at the exchange rates prevailing at the transaction dates, or at the average rates over the reporting period provided that the exchange rates do not fluctuate significantly. Any differences arising from this procedure have been recognized in other comprehensive income and accumulated separately in the shareholders’ equity.\n\n*Use of estimates*\n\nThe preparation of consolidated financial statements in conformity with the US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates made by management.\n\n*Cash and cash equivalents*\n\nCash and cash equivalents include cash at bank and in hand and demand deposits with banks with original maturities of three months or less that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.\n\n*Property, plant and equipment*\n\nProperty, plant and equipment are stated at acquisition cost less accumulated depreciation. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use.\n\nDepreciation is provided to write off the cost less their residual values over their estimated useful lives, using the straight-line method, at the following rates per annum:\n\n​\n\n​\n\n​\n\n​\n\nMotor vehicles\n\n  ​ ​ ​\n\n20\n\n%\n\nComputer equipment\n\n \n\n33.33\n\n%\n\nFurniture & office equipment\n\n​\n\n20\n\n%\n\nFixtures & Fittings\n\n \n\n20\n\n%\n\n​\n\nThe assets’ estimated residual values, depreciation methods and estimated useful lives are reviewed, and adjusted if appropriate, at each reporting date.\n\nThe gain or loss arising on retirement or disposal is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the consolidated statement of income.\n\nAll other costs, such as repairs and maintenance are charged to the operations during the financial period in which they are incurred.\n\n*Intangible asset*\n\nIntangible asset consists of acquired golf club membership. Intangible asset with an indefinite useful life is not amortized. During the year ended December 31, 2024, the intangible asset of HK$438 is disposed to an independent third party at the same amount.\n\nF-12\n\n[Table of Contents](#TOC)\n\nPLASTEC TECHNOLOGIES, LTD.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n**(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)**\n\n**2.**           **Summary of Significant Accounting Policies – (Continued)**\n\n*Impairment of long-lived assets*\n\nThe Group periodically evaluates the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost to dispose.\n\n*Fair value of financial instruments*\n\nThe Group has no financial instruments that are measured at fair value.\n\nThe carrying amounts of cash and cash equivalents (including short term bank deposits) and other payables, approximate their fair value due to the short-term maturities of such instruments.\n\n*Comprehensive income*\n\nThe Group presents comprehensive income in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 220 “Comprehensive Income”. FASB ASC 220 states that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in the consolidated financial statements. The components of comprehensive income were the net income for the periods and the foreign currency translation adjustments.\n\n*Income taxes*\n\nIncome taxes are accounted for in accordance with FASB ASC 740 “Income taxes”, which requires an entity to recognize deferred tax assets and liabilities using the asset and liability method. Under this method, deferred income taxes are recognized for all temporary differences at enacted rates and classified as current or non-current based upon the classification of the related asset or liability in the consolidated financial statements. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion of, or all, the deferred tax asset will not be realized.\n\nThe Group recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Group initially and subsequently measures the tax benefit as the largest amount that the Group judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Group’s liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Group’s effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Group classifies interest and penalties recognized on the liability for unrecognized tax benefits and underpaid taxes as income tax expense.\n\nF-13\n\n[Table of Contents](#TOC)\n\nPLASTEC TECHNOLOGIES, LTD.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n**(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)**\n\n**2.**           **Summary of Significant Accounting Policies – (Continued)**\n\n*Loss per share*\n\nBasic net loss per share is computed by dividing net loss available to ordinary shares by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share gives effect to all dilutive potential ordinary shares outstanding during the period. The weighted average number of ordinary shares outstanding is adjusted to include the number of additional ordinary shares that would have been outstanding if the dilutive potential ordinary shares had been issued. In computing the dilutive effect of potential ordinary shares, the average stock price for the period is used in determining the number of shares assumed to be purchased with the proceeds from the exercise of derivative securities.\n\n*Dividends*\n\nDividends are recorded in the period in which they are approved by the Company’s Board of Directors.\n\n*Contingencies*\n\nFrom time to time, the Group is subject to claims arising in the conduct of its business, including claims relating to employees and public authorities, if applicable. In determining whether liabilities should be recorded for pending litigation claims, an assessment of the claims is made and the likelihood that the Group will be able to defend itself successfully against such claims is evaluated. When it is believed probable that the Group will not prevail in a particular matter, an estimate is made of the amount of liability based, in part, on advice of legal counsel.\n\n*Segment reporting*\n\nASC 280, “Segment Reporting” (“ASC 280”), establishes standards for reporting information about operating segments on a basis consistent with the Group’s internal organizational structure as well as information about geographical areas, business segments and major customers in consolidated financial statements for details on the Group’s business segments. The Group uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Group’s chief operating decision maker (“CODM”) for making operating decisions and assessing performance as the source for determining the Group’s reportable segments. The Group’s CODM is the Chief Executive Officer (“CEO”), Mr. Kin Sun Sze-To. Management, including the CODM, reviews operation results by revenue, operating expenses and income from operations of different services, while revenue is the profitability measure used by the CODM in making decisions about allocating resources and assessing performances. Based on management’s assessment, the Group has determined that it has only one operating segment as defined by ASC 280. Hence, the Group’s CODM assess the Group’s performance and results of operations on a consolidated basis. All assets of the Group are located in Hong Kong. Accordingly, no geographical segments are presented.\n\n*Recent accounting pronouncements*\n\nIn December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires public entities to disclose specific tax rate reconciliation categories, as well as income taxes paid disaggregated by jurisdiction, amongst other disclosure enhancements. The ASU is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. Accordingly, the enhanced income tax disclosures are presented beginning in fiscal year 2025, and prior period disclosures have not been recast. The adoption of this guidance did not have an impact on the Group’s consolidated results of operations, financial position, or cash flows, as the amendments relate solely to disclosure requirements.\n\nF-14\n\n[Table of Contents](#TOC)\n\nPLASTEC TECHNOLOGIES, LTD.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n**(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)**\n\n**2.**           **Summary of Significant Accounting Policies – (Continued)**\n\n**Recent Accounting Pronouncements Not Yet Adopted**\n\nIn November 2024, the FASB issued ASU 2024-03, *Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)* (“ASU 2024-03”), which requires enhanced detailed disclosures about the types of expenses in commonly presented expense line items of entities. Subsequent to the issuance of ASU 2024-03, the FASB issued ASU 2025-01 of the same topic to clarify the effective date of ASU 2024-03, stating that all public entities are required to adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Group plans to adopt this ASU in its annual financial statements for the year ending December 31, 2027 and in its interim financial statements in the subsequent year ending December 31, 2028, and is currently assessing the impact of this ASU on its consolidated financial statements.\n\nIn September 2025, the FASB issued ASU No. 2025-07, *Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract.* The ASU amends derivative scope exceptions for specific non-exchange traded contracts and clarifies the application of ASC 606 to share-based noncash consideration from customers. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. An entity is permitted to apply the amendments either (1) prospectively to new contracts entered into on or after the date of adoption or (2) on a modified retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption for contracts existing as of the beginning of the annual reporting period of adoption. Early adoption is permitted. The Group is currently evaluating the provisions of this ASU and does not expect this ASU to have a material impact on our consolidated financial statements.\n\nAccounting standards that have been issued or proposed by the FASB including the aforesaid two, or other standards-setting bodies for adoption by the Group or that do not require adoption until a future date are not expected to have a material impact on the Group’s consolidated financial statements upon adoption.\n\n​\n\nF-15\n\n[Table of Contents](#TOC)\n\nPLASTEC TECHNOLOGIES, LTD.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n**(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)**\n\n**3.**           **Property, Plant and Equipment**\n\n​\n\nProperty, plant and equipment consist of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n​\n\n​\n\n**HK$**\n\n​\n\n**HK$**\n\n​\n\n​\n\n​\n\n​\n\n​\n\nCost\n\n​\n\n​\n\n​\n\n​\n\nMotor vehicles\n\n \n\n1,814\n\n \n\n—\n\nComputer equipment\n\n \n\n9\n\n \n\n—\n\nFurniture & office equipment\n\n \n\n144\n\n \n\n—\n\nFixtures & Fittings\n\n​\n\n199\n\n​\n\n—\n\n​\n\n​\n\n2,166\n\n​\n\n—\n\nDisposed due to disposal of a subsidiary\n\n​\n\n(2,166)\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n \n\n​\n\n \n\n​\n\nAccumulated depreciation\n\n​\n\n​\n\n​\n\n​\n\nMotor vehicles\n\n​\n\n(1,814)\n\n​\n\n—\n\nComputer equipment\n\n​\n\n(3)\n\n​\n\n—\n\nFurniture & office equipment\n\n​\n\n(24)\n\n​\n\n—\n\nFixtures & Fittings\n\n​\n\n(33)\n\n​\n\n—\n\n​\n\n​\n\n(1,874)\n\n​\n\n—\n\nDisposed due to disposal of a subsidiary\n\n \n\n1,874\n\n \n\n—\n\n​\n\n​\n\n—\n\n​\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\nProperty, plant and equipment, net\n\n \n\n—\n\n \n\n—\n\n​\n\nDepreciation of property, plant and equipment from operating activities were HK$Nil, HK$60 and HK$Nil included in “Selling, general and administrative expenses” and gain on disposal of plant and equipment of HK$Nil, HK$100 and HK$Nil included in “Other income” during the years ended December 31, 2023, 2024 and 2025, respectively.\n\n​\n\n**4.**           **Other Payables and Accruals**\n\nOther payables and accruals consist of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n​\n\n​\n\n**HK$**\n\n​\n\n**HK$**\n\n​\n\n​\n\n​\n\n​\n\n​\n\nAccrued salaries, wages and bonus\n\n \n\n40\n\n \n\n40\n\nAccrued audit and professional fees\n\n \n\n498\n\n \n\n440\n\nAccrued management services fees – a related party\n\n​\n\n—\n\n​\n\n150\n\n​\n\n \n\n538\n\n \n\n630\n\n​\n\nF-16\n\n[Table of Contents](#TOC)\n\nPLASTEC TECHNOLOGIES, LTD.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n**(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)**\n\n**5.**           **Income Taxes**\n\nThe Company and its subsidiaries are subject to taxation in various jurisdictions including Hong Kong. Pursuant to the rules and regulations of the Cayman Islands, the Company is not subject to any income tax in the Cayman Islands. The income of its subsidiaries which are incorporated in the BVI is not subject to taxation in the BVI under the current BVI law. The subsidiary operating in Hong Kong is subject to income taxes as described below.\n\nThe subsidiary operating in Hong Kong was subject to a two-tiered profits tax rates regime at the rate of 8.25% for the first HK$2,000 assessable profits and at 16.5% over HK$2,000 assessable profits for the years ended December 31, 2022 and 2023 respectively.\n\nAs of December 31, 2023, the Board of Directors considered that the Company had accounted for the uncertain tax positions affecting its consolidated financial position, results of operations or cash flows, and will continue to evaluate for any uncertain position in future. The Company’s tax positions related to open tax years are subject to examination by the relevant tax authorities.\n\nFor the year ended December 31, 2024, final tax assessments for the previous open tax years with an aggregate amount of HK$20,738 were issued by the Inland Revenue Department of Hong Kong and the Company had fully settled the respective tax amount and considered that no uncertain tax position should be recorded as of December 31, 2024.\n\nFollowing the finalization of the assessments by the Inland Revenue Department of Hong Kong, the Company considered and concluded that no uncertain tax position should be recorded as of December 31, 2025.\n\nProfit/(loss) before income tax expense from continuing operations was attributable to the following geographic locations:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Year ended**\n\n**  ​ ​ ​**\n\n**Year ended**\n\n**  ​ ​ ​**\n\n**Year ended**\n\n​\n\n​\n\n**December 31,**\n\n​\n\n**December 31,**\n\n​\n\n**December 31,**\n\n​\n\n​\n\n**2023**\n\n​\n\n**2024**\n\n​\n\n**2025**\n\n​\n\n​\n\n**HK$**\n\n​\n\n**HK$**\n\n​\n\n**HK$**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nHong Kong\n\n \n\n771\n\n \n\n(432)\n\n \n\n—\n\nAll other non-Hong Kong\n\n \n\n210\n\n \n\n280\n\n \n\n(1,939)\n\n**Total profit/(loss) before income tax expense**\n\n \n\n981\n\n \n\n(152)\n\n \n\n(1,939)\n\n​\n\nThe provision for income taxes expenses consists of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Year ended**\n\n​\n\n**Year ended**\n\n​\n\n**Year ended**\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n**  ​ ​ ​**\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n​\n\n​\n\n**HK$**\n\n​\n\n**HK$**\n\n​\n\n**HK$**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Hong Kong**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n- Current\n\n​\n\n1,047\n\n​\n\n1,948\n\n​\n\n—\n\n- Overprovision in previous year\n\n \n\n—\n\n \n\n(5,480)\n\n \n\n—\n\n- Tax interests and penalties\n\n \n\n—\n\n \n\n11,290\n\n \n\n—\n\n**Total Hong Kong income tax expenses**\n\n​\n\n1,047\n\n​\n\n7,758\n\n​\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Non-Hong Kong**\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n**Total non-Hong Kong income tax expenses**\n\n​\n\n—\n\n​\n\n—\n\n​\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Total income tax expenses**\n\n \n\n1,047\n\n \n\n7,758\n\n \n\n—\n\n​\n\nF-17\n\n[Table of Contents](#TOC)\n\nPLASTEC TECHNOLOGIES, LTD.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n**(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)**\n\n**5.**           **Income Taxes – (Continued)**\n\nReconciliations between the provision for income taxes computed by applying the Hong Kong profits tax rate to income/(loss) before income tax expense are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Year ended**\n\n​\n\n**Year ended**\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n**  ​ ​ ​**\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n​\n\n​\n\n**HK$**\n\n​\n\n**HK$**\n\n​\n\n​\n\n​\n\n​\n\n​\n\nProvision for income taxes at Hong Kong profits tax rates\n\n \n\n1,174\n\n \n\n(3,603)\n\nTax interests and penalties\n\n \n\n—\n\n \n\n11,290\n\nEffect of income not chargeable for tax purpose\n\n \n\n(154)\n\n \n\n—\n\nEffect of expenses not deductible for tax purpose\n\n \n\n—\n\n \n\n—\n\nTax effect of tax losses not recognized\n\n \n\n27\n\n \n\n71\n\n​\n\n \n\n1,047\n\n \n\n7,758\n\n​\n\n*Reconciliation of the differences between statutory tax rate and the effective tax rate*\n\nAfter the prospective adoption of ASU 2023-09 for the year ended December 31, 2025, the reconciliation of the Group’s reported income tax expense to the theoretical tax amount that would arise using the statutory tax rate against the Group’s loss before income taxes is as follows.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Year ended**\n\n** **\n\n​\n\n​\n\n**December 31, 2025**\n\n​\n\n​\n\n​\n\n**Amount**\n\n​\n\n**Percent**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nHong Kong statutory income tax rate of 16.5%\n\n \n\n(320)\n\n \n\n16.5\n\n%\n\nForeign Tax Effects\n\n \n\n​\n\n \n\n​\n\n​\n\nCayman Islands\n\n \n\n​\n\n \n\n​\n\n​\n\nStatutory tax rate difference between Cayman Islands and Hong Kong\n\n \n\n305\n\n \n\n(15.7)\n\n%\n\n​\n\n \n\n​\n\n \n\n​\n\n​\n\nBritish Virgin Islands\n\n​\n\n​\n\n​\n\n​\n\n​\n\nStatutory tax rate difference between British Virgin Islands and Hong Kong\n\n​\n\n15\n\n​\n\n(0.8)\n\n%\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nIncome tax expense\n\n​\n\n—\n\n​\n\n0.0\n\n%\n\n​\n\n​\n\nF-18\n\n[Table of Contents](#TOC)\n\nPLASTEC TECHNOLOGIES, LTD.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n**(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)**\n\n**6****.**            **Net Loss Per Share**\n\nThe following table sets forth the computation of basic and diluted loss per share for the years indicated:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Year ended**\n\n​\n\n**Year ended**\n\n​\n\n**Year ended**\n\n​\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n**December 31, **\n\n​\n\n**  ​ ​ ​**\n\n**2023**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2025**\n\n​\n\n​\n\n**HK$**\n\n​\n\n**HK$**\n\n​\n\n**HK$**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Basic and diluted loss per share**\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nNumerator:\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nNet loss for the year attributable to the Company’s ordinary shareholders\n\n \n\n​\n\n(66)\n\n \n\n​\n\n(7,910)\n\n \n\n​\n\n(1,939)\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\nDenominator:\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\nWeighted average number of basic and diluted ordinary shares outstanding\n\n \n\n​\n\n12,938,128\n\n​\n\n​\n\n12,938,128\n\n​\n\n​\n\n12,938,128\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\nWeighted average number of basic and diluted ordinary shares used in calculating net loss per share\n\n \n\n​\n\n12,938,128\n\n​\n\n​\n\n12,938,128\n\n​\n\n​\n\n12,938,128\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\nBasic and diluted net loss per share (in Hong Kong dollar)\n\n \n\nHK$\n\n(0.01)\n\n \n\nHK$\n\n(0.61)\n\n \n\nHK$\n\n(0.15)\n\n​\n\n​\n\n**7.**            **Commitments and Contingencies**\n\nCapital commitment\n\nAs of December 31, 2024 and 2025, no capital commitment was expected.\n\nLegal Proceeding\n\nAs of December 31, 2024 and 2025 and for the years ended December 31, 2024 and 2025, the Group is not aware of any material outstanding claim and litigation against them.\n\n​\n\nF-19\n\n[Table of Contents](#TOC)\n\nPLASTEC TECHNOLOGIES, LTD.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n**(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)**\n\n**8.**               **Operating Segment and Geographical Information**\n\nASC 280, “Segment Reporting” (“ASC 280”), establishes standards for reporting information about operating segments on a basis consistent with the Group’s internal organizational structure as well as information about geographical areas, business segments and major customers in consolidated financial statements for details on the Group’s business segments. The Group uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Group’s chief operating decision maker (“CODM”) for making operating decisions and assessing performance as the source for determining the Group’s reportable segments. The Group’s CODM is the Chief Executive Officer (“CEO”), Mr. Kin Sun Sze-To. Management, including the CODM, reviews operation results by revenue, operating expenses and income from operations of different services, while revenue is the profitability measure used by the CODM in making decisions about allocating resources and assessing performances. Based on management’s assessment, the Group has determined that it has only one operating segment as defined by ASC 280. Hence, the Group’s CODM assess the Group’s performance and results of operations on a consolidated basis. All assets of the Group are located in Hong Kong. Accordingly, no geographical segments are presented. The following tables presents the Company’s significant segment expenses for the years ended December 31, 2023, 2024 and 2025:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31,**\n\n**  ​ ​ ​**\n\n**December 31,**\n\n**  ​ ​ ​**\n\n**December 31,**\n\n​\n\n​\n\n**2023**\n\n​\n\n**2024**\n\n​\n\n**2025**\n\n​\n\n** **\n\n**HK$**\n\n​\n\n**HK$**\n\n** **\n\n**HK$**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nRevenue\n\n \n\n—\n\n​\n\n—\n\n \n\n—\n\nSelling, general and administrative expenses – professional services\n\n \n\n(1,457)\n\n​\n\n(2,537)\n\n \n\n(1,332)\n\nSelling, general and administrative expenses – compensation and benefits\n\n \n\n(480)\n\n​\n\n(480)\n\n \n\n(480)\n\nSelling, general and administrative expenses – management fee\n\n \n\n—\n\n​\n\n—\n\n \n\n(850)\n\nSelling, general and administrative expenses – others\n\n \n\n(1,147)\n\n​\n\n(1,796)\n\n \n\n(1,073)\n\nInterest income\n\n \n\n4,065\n\n​\n\n4,543\n\n \n\n1,732\n\nIncome tax expense\n\n \n\n(1,047)\n\n​\n\n(7,758)\n\n \n\n—\n\nOther segment item\n\n \n\n—\n\n​\n\n118\n\n \n\n64\n\nNet loss\n\n \n\n(66)\n\n​\n\n(7,910)\n\n \n\n(1,939)\n\n​\n\nNo segment asset information is presented in these consolidated financial statements since the CEO does not review segment information at a different level or category other than that presented on the Company’s consolidated balance sheets as of December 31, 2025 and 2024.\n\n​\n\n​\n\n**9.**           **Related party balance and transaction**\n\n​\n\nThe related party balances were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**December 31,**\n\n**  ​ ​ ​**\n\n**December 31,**\n\n​\n\n​\n\n**2024**\n\n​\n\n**2025**\n\n​\n\n** **\n\n**HK$**\n\n** **\n\n**HK$**\n\n**Other payables and accruals**\n\n** **\n\n**  ​**\n\n** **\n\n**  ​**\n\nSun Line Industrial Limited\n\n \n\n—\n\n \n\n150\n\n​\n\nThe Group transacted with Sun Line Industrial Limited, a related party which was the subsidiary of the Group disposed on November 29, 2024 and which Mr. Kin Sun Sze-To and Mr. Ho Leung Ning are the directors of the Company, are also the directors of Sun Line Industrial Limited.\n\nThe amount due to Sun Line Industrial Limited are unsecured and interest-free and repayable on demand.\n\nF-20\n\n[Table of Contents](#TOC)\n\nPLASTEC TECHNOLOGIES, LTD.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\n**(Hong Kong dollars in thousands, except number of shares, per share data and unless otherwise stated)**\n\n**9.**           **Related party balance and transaction - Continued**\n\n​\n\nThe related party transactions were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n​\n\n**  ​ ​ ​**\n\n**Year ended**\n\n**  ​ ​ ​**\n\n**Year ended**\n\n**  ​ ​ ​**\n\n**Year ended**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**December 31,**\n\n​\n\n**December 31,**\n\n​\n\n**December 31,**\n\n**Name**\n\n​\n\n**Relationship**\n\n​\n\n**Nature**\n\n​\n\n**2023**\n\n​\n\n**2024**\n\n​\n\n**2025**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**HK$**\n\n​\n\n**HK$**\n\n​\n\n**HK$**\n\n**Selling, general and administrative expenses**\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n \n\n  ​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nSun Line Industrial Limited\n\n \n\nMr. Kin Sun Sze-To and Mr. Ho Leung Ning are also the directors of the related company\n\n \n\nManagement fee\n\n \n\n—\n\n \n\n—\n\n \n\n850\n\n​\n\n**Directors’ compensation**\n\n​\n\nDuring the years ended December 31, 2023, 2024 and 2025, the compensation paid to directors was amounted to HK$480, HK$480 and HK480 respectively.\n\n​\n\n**10.**         **Cash dividend**\n\nOn November 29, 2024, the Board of Directors approved and declared a special cash dividend of US$0.35 per ordinary share on its total 12,938,128 outstanding shares as of the close of trading on December 13, 2024, resulting in payments totaling US$4,528,344.80 to shareholders. Such dividend was recorded as a reduction to retained earnings at the declaration date and paid on December 20, 2024. No dividend was declared for the year ended December 31, 2023 and 2025.\n\n**11.**         **Subsequent Events**\n\nThe three subsidiaries, namely Viewmount Developments Limited, Sun Terrace Industries Limited and Sun Ngai Spraying and Silk Print Co., Ltd applied to BVI Registry for voluntary liquidations, and the liquidation documents of these three subsidiaries were filed with the BVI Registry on March 24, 2026 with the voluntary liquidations commenced on the same date. The liquidation proceeding was still in progress and not yet completed as of date of this report.\n\n​\n\nApart from the aforesaid, the Group determined that there were no other subsequent events or transactions through April 20, 2026, the date these consolidated financial statements were issued.\n\n​\n\n​\n\nF-21\n\n[Table of Contents](#TOC)"}