Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited

take no responsibility for the contents of this announcement, make no representation as to

its accuracy or completeness and expressly disclaim any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the contents of this
announcement.

IDT INTERNATIONAL LIMITED

萬 威 國 際 有 限 公 司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 167)

ANNOUNCEMENT OF THE ANNUAL RESULTS

FOR THE YEAR ENDED 31 DECEMBER 2023

FINANCIAL HIGHLIGHTS

• Revenue amounted to approximately HK$1.2 million (FY2022: approximately

HK$2.2 million).

• Gross profit amounted to approximately HK$0.1 million (FY2022: gross loss of

approximately HK$3.0 million).

• Total operating expenses amounted to approximately HK$10.9 million (FY2022:

approximately HK$23.5 million).

• L o s s f o r t h e y e a r a m o u n t e d t o a p p r o x i m a t e l y H K $14.2 m i l l i o n ( F Y2022:
approximately HK$21.8 million).

• The Board does not recommend dividend for FY2023 (FY2022: nil).

The board of directors (the “Board” or the “Directors”) of IDT International Limited
(the “Company”) presents the consolidated results of the Company and its subsidiaries
(collectively, the “Group”) for the year ended 31 December 2023 (“FY2023”) together with
comparative audited figures for the year ended 31 December 2022 (“FY2022”).

* For identification purpose only

–1–
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
For the year ended 31 December 2023

2023 2022
NOTES HK$’000 HK$’000

Revenue 4 1,221 2,218

Cost of goods sold (1,124) (5,248)

Gross profit (loss) 97 (3,030)

Other income 5 1 18,773
Other gains (losses), net 5 142 (567)
Charge of loss allowance on financial assets – (2,008)
Research expenses (165) (1,029)
Distribution and selling expenses (81) (565)
General administrative expenses (10,624) (21,948)
Losses from impairment 6 – (6,223)
Finance costs 6 (3,523) (5,153)

Loss before taxation 6 (14,153) (21,750)

Taxation (5) –

Loss for the year (14,158) (21,750)

Other comprehensive gain (loss):

Item that may be reclassified subsequently to
profit or loss:
Exchange differences arising on translation
of foreign operations 805 (235)

Total comprehensive loss for the year (13,353) (21,985)

Loss for the year attributable to:

– Owners of the Company (14,158) (21,750)
– Non-controlling interests – –

(14,158) (21,750)

Total comprehensive loss for the year

attributable to:
– Owners of the Company (13,353) (21,985)
– Non-controlling interests – –

(13,353) (21,985)

Loss per share

Basic and diluted (HK cents) 8 (0.54) (0.84)

–2–
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 December 2023

2023 2022
NOTES HK$’000 HK$’000

Non-current assets
Property, plant and equipment – –
Investment properties – –
Right-of-use assets – –
Goodwill – –

– –

Current assets
Trade and other receivables 9 1,221 –
Restricted bank balances 10 – 2,863
Bank balances and cash 10 599 430

1,820 3,293

Current liabilities
Trade and other payables 11 74,157 76,271
Borrowings 12 59,534 57,641
Tax payable 12,647 12,255
Loan from a shareholder 13 196,398 184,689

342,736 330,856

Net current liabilities (340,916) (327,563)

NET LIABILITIES (340,916) (327,563)

Capital and reserves

Share capital 259,999 259,999
Reserves (601,008) (587,655)

Equity attributable to owners of the Company (341,009) (327,656)

Non-controlling interests 93 93

NET DEFICIT (340,916) (327,563)

–3–
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2023

1. GENERAL INFORMATION

The Company, was incorporated in Bermuda as an exempted company with limited liability. The shares
of the Company are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock
Exchange”). The addresses of the registered office and principal place of business of the Company is
located at Block C, 9th Floor, Phase 1, Kaiser Estate, 41 Man Yue Street, Hunghom, Kowloon, Hong
Kong.

The Company acts as an investment holding company while its subsidiaries are principally engaged in the
design, development, manufacture, sales and marketing of various electronic products.

On 19 March 2024, the Company received a statutory demand (the “Statutory Demand”) dated 19 March
2024 from a creditor, demanding the Company to pay an amount of HK$15,000,000 within 3 weeks from
the date of service of the Statutory Demand, failing which the creditor may present a winding-up petition
against the Company. The management of the Group had been working closely with professional advisors
in formulating a restructuring plan to address the overall indebtedness of the Company.

On 27 May 2024, the Company has filed an ex parte originating summons with the High Court of the
Hong Kong Special Administrative Region for the hearing on 13 September 2024 of an application by the
Company for an order to convene meeting of the creditors of the Company to consider and, if thought fit,
approve, with or without modification, a scheme of arrangement proposed by the Company, pursuant to
section 670 of the Hong Kong Companies Ordinance (Cap. 622).

Up to the date of approval of the consolidated financial statements, the Company is still in negotiation
with the creditors of the Company for the details and terms of the restructuring plan.

2. BASIS OF PRESENTATION

Basis of preparation

The consolidated financial statements have been prepared in accordance with Hong Kong Financial
Reporting Standards (“HKFRSs”), which collective term includes all applicable Hong Kong Financial
Reporting Standards, Hong Kong Accounting Standards (“HKASs”) and Interpretations issued by the
Hong Kong Institute of Certified Public Accountants (the “HKICPA”), accounting principles generally
accepted in Hong Kong and the disclosure requirements of the Hong Kong Companies Ordinance. The
consolidated financial statements also comply with the applicable disclosure requirements under the Rules
Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”).

The consolidated financial statements are presented in Hong Kong dollars (“HK$”) which is the same as
the functional currency of the Company. All amounts have been rounded to the nearest thousand.

The consolidated financial statements have been prepared on a basis consistent with the accounting
policies adopted in the 2022 consolidated financial statements except for the adoption of the new/revised
HKFRSs that are relevant to the Group and effective from the current year as set out in note 3 to the
consolidated financial statements.

–4–
Going concern

In preparing the consolidated financial statements, the directors of the Company have given careful
consideration to the future liquidity of the Group in light of the fact that the Group’s current liabilities
exceeded its current assets by approximately HK$340,916,000 at 31 December 2023, the Group’s total
liabilities exceeded its total assets by approximately HK$340,916,000 as of that date, and that the Group
incurred a loss of approximately HK$14,158,000 for the year then ended. As of 31 December 2023 and
up to the date of the approval of the consolidated financial statements, the Group is subjected to a number
of legal proceedings and the Group is yet to settle majority of those outstanding legal proceedings due to
lack of sufficient funds which are set out in note 14 to the consolidated financial statements. Furthermore,
the Group’s bank balances and cash maintained at a low level of approximately HK$599,000 as of 31
December 2023.

The above events and conditions indicate that the existence of a material uncertainty that may cast
significant doubt on the Group’s ability to continue as a going concern, and, therefore, that the Group may
be unable to realise its assets and discharge its liabilities in the normal course of business.

In view of the above circumstances, the management of the Group has given careful consideration to the
future liquidity and performance of the Group, the available sources of financing and have considered the
Group’s cash flow projection that covered a period of not less than twelve months from 31 December 2023
and up to the date of the approval of the consolidated financial statements to assess whether the Group
will have sufficient financial resources to continue as a going concern. Certain plans and measures have
been taken to mitigate the liquidity position and to improve the Group’s financial position which include,
but are not limited to the followings:

1. the Group has identified potential investor(s) to provide continuous financial support to the Group
as is necessary to enable the Group to meet its day-to-day operations and its financial obligations as
they fall due;

2. after the transfer of the loan from China Huaneng Foundation Construction Investment Limited
(“Huaneng”) to Party A (as defined and disclosed in Note 15(b) to the consolidated financial
statements), Party A has undertaken that the repayment of the loan to the Group of approximately
HK$196,398,000 at 31 December 2023 will be restructured and any remaining outstanding amount as
a result of the restructuring will not be requested within twelve months from the date of approval of
the consolidated financial statements, unless the Group has obtained funding from other sources and
is in a position to meet all repayment obligations at that time;

3. the Group is implementing measures to tighten cost controls over various operating expenses and to
identify and secure new business opportunity in order to enhance its profitability and to improve the
cash flow from its operation in future;

4. the Group continues to negotiate/seek opportunities with the financial institutions for the renewal
of existing/inception of the new financing arrangement to meet the Group’s working capital and
financial requirements in the future;

5. the Group is negotiating with different creditors to restructure/reach a settlement plan for the
existing liabilities;

6. the Group is actively exploring the availability of alternative source of financing including but not
limited to seeking new investment and business opportunities to strengthen the capital bases of the
Company; and

7. the Group is continuously expanding its product portfolio to meet new customer demands and
enhance the Group’s market competitiveness. In December 2023, the Group has launched its own
online retail platform and established two online stores on foreign platforms.

–5–
 Based on the latest information available, the directors of the Company are of the opinion that it is
appropriate to prepare the consolidation financial statements on a going concern basis.

Notwithstanding the above, significant uncertainty exists as to whether the management of the Group will
be able to implement the abovementioned plans and measures. Whether the Group will be able to continue
as a going concern will depend upon the Group’s ability to implement any liabilities restructuring plan,
obtain adequate extra financing and/or generate sufficient cash flows from operation.

Should the above measures not be able to implement successfully, the Group may not have sufficient funds
to operate as a going concern, in which case, adjustments might have to be made to the carrying values of
the Company’s assets to their recoverable amounts, to reclassify the non-current assets as current assets,
and to provide for any further liabilities which might arise. The effect of these adjustments has not been
reflected in the consolidated financial statements.

3. APPLICATION OF NEW/REVISED HKFRSs

The Group has applied, for the first time, the following new/revised HKFRSs that are relevant to the
Group:

Amendments to HKAS 1 Disclosure of Accounting Policies

Amendments to HKAS 8 Definition of Accounting Estimates
Amendments to HKAS 12 Deferred Tax related to Assets and Liabilities arising from a
Single Transaction

Amendments to HKAS 1: Disclosure of Accounting Policies

The amendments require companies to disclose their material accounting policy information rather than
their significant accounting policies.

The amendments have no effect on the measurement, recognition or presentation of any items in the
consolidated financial statements. The management of the Group has reviewed the disclosures of
accounting policy information and considered it is consistent with the amendments.

Amendments to HKAS 8: Definition of Accounting Estimates

The amendments clarify how companies should distinguish changes in accounting policies from changes
in accounting estimates.

The adoption of the amendments does not have any significant impact on the consolidated financial
statements.

Amendments to HKAS 12: Deferred Tax related to Assets and Liabilities arising from a Single
Transaction

The amendments narrow the scope of the recognition exemption in paragraphs 15 and 24 of HKAS 12
so that it no longer applies to transactions that, on recognition, give rise to equal taxable and deductible
temporary differences.

The adoption of the amendments does not have any significant impact on the consolidated financial
statements.

–6–
 Future changes in HKFRSs

At the date of authorisation of the consolidated financial statements, the HKICPA has issued the following
new/revised HKFRSs that are not yet effective for the current year, which the Group has not early adopted.

Amendments to HKAS 1 Classification of Liabilities as Current or Non-current1

Amendments to HKAS 1 Non-current Liabilities with Covenants1
Amendments to HK Interpretation 5 Presentation of Financial Statements – Classification by the
Borrower of a Term Loan that Contains a Repayment on
Demand Clause1
Amendments to HKAS 7 and HKFRS 7 Supplier Finance Arrangements1
Amendments to HKFRS 16 Lease Liability in a Sale and Leaseback1
Amendments to HKAS 21 Lack of Exchangeability2
Amendments to HKFRS 9 and HKFRS 7 Amendments to the Classification and Measurement of
Financial Instruments3
HKFRS 18 Presentation and Disclosure in Financial Statements4
HKFRS 19 Subsidiaries without Public Accountability: Disclosures4
Amendments to HKFRS 10 and Sale or Contribution of Assets between an Investor and its
HKAS 28 Associate or Joint Venture5
1
Effective for annual periods beginning on or after 1 January 2024
2
Effective for annual periods beginning on or after 1 January 2025
3
Effective for annual periods beginning on or after 1 January 2026
4
Effective for annual periods beginning on or after 1 January 2027
5
The effective date to be determined

The directors of the Company do not anticipate that the adoption of the new/revised HKFRSs in future
periods will have any material impact on the results and financial position of the Group.

4. REVENUE AND SEGMENT INFORMATION

The Group principally engages in the design, development, manufacture, sales and marketing of various
electronic products.

HKFRS 8 Operating Segments requires operating segments to be identified on the basis of internal reports
about components of the Group that are regularly reviewed by the executive directors and chief executive
officer, being the CODM, in order to allocate resources to the segments and to assess their performance.
As the Group has only one reportable operating segment, no further analysis for segment information is
presented.

Performance obligations for contracts with customers

Sales of goods (revenue recognised at a point in time)

The Group sells various electronic products to corporate customers. Revenue represents the amounts
received and receivable for goods sold by the Group to outside corporate customers, net of sales related
taxes. Revenue is recognised when control of the goods has transferred, being when the goods have been
shipped to the customer’s specific location (delivery). Following delivery, the customer has full discretion
over the manner of distribution and price to sell the goods, has the primary responsibility when on selling
the goods and bears the risks of obsolescence and loss in relation to the goods. The normal credit term for
customers is normally up to 45 days upon delivery or payment in advance is normally required.

During the years ended 31 December 2023 and 2022, all performance obligations for sales of goods are
for period of one year or less. As permitted under HKFRS 15, the transaction price allocated to unsatisfied
performance obligations as at the end of the reporting period is not disclosed.

The timing of revenue recognition of all revenue from contracts with customers is at a point in time during
the years ended 31 December 2023 and 2022.

–7–
 Geographical information

Information about the Group’s revenue from external customers is presented based on the location of
customers are detailed below:

2023 2022
HK$’000 HK$’000

The People’s Republic of China (the “PRC”) (country of domicile) 1,221 2,218

The Group reported no non-current assets at 31 December 2023 and 2022.

Information about major customers

Revenue from a customer contributing over 10% of the total revenue of the Group is as follows:

2023 2022
% %

Customer “A” – 100

Customer “B” 100 –

5. OTHER INCOME AND OTHER GAINS (LOSSES), NET

2023 2022
HK$’000 HK$’000

Other income
Interest income 1 3
Gain on early termination of the leases – 18,664
Subsidy income – 58
Others – 48

1 18,773

Other gains (losses), net

Exchange gain (loss), net 142 (567)

–8–
6. LOSS BEFORE TAXATION

This is stated after charging:

2023 2022
HK$’000 HK$’000

Finance costs
Interest on borrowings 3,523 3,682
Interest on lease liabilities – 1,471

3,523 5,153

Staff costs
Directors’ emoluments 350 350
Retirement benefits scheme contributions for other staff (note i) 570 2,365
Severance and other termination costs – 5,733
Salaries and other benefits for other staff 2,537 6,426

Total staff costs 3,457 14,874

Losses from impairment

Loss from impairment of advances to suppliers – 1,634
Loss from impairment of other tax recoverable – 3,422
Loss from impairment of property, plant and equipment – 1,167

Total losses from impairment – 6,223

Auditor’s remuneration
– Audit services 1,320 1,250
– Non-audit services 200 –
Cost of inventories 1,124 5,248
Write-off of inventories (included in “Cost of inventories”) (note ii) – 3,711
Depreciation of right-of-use assets (included in “General
administrative expenses”) – 2,139
Depreciation of property, plant and equipment (included in
“General administrative expenses”) – 286
Depreciation of investment properties (included in “General
administrative expenses”) – 237
Rental expenses recognised under short-term leases (included in
“General administrative expenses”) 1,527 1,527

Notes:

(i) For the years ended 31 December 2023 and 2022, the Group had no forfeited contributions available
to reduce its contribution to the Retirement Schemes in future years.

(ii) During the year ended 31 December 2022, due to the obsolescence and diminishing marketability
as a result of changes in the market condition and technology, the management of the Group
considered to write off the remaining inventories with carrying amount of approximately
HK$3,711,000. At 31 December 2022 and 2023, there were no inventories held by the Group.

–9–
7. DIVIDEND

No dividend was paid or proposed for the years ended 31 December 2023 and 2022, nor has any dividend
been proposed since the end of the reporting periods.

8. LOSS PER SHARE

The calculation of the basic loss per share attributable to the owners of the Company for both years is
based on the following data:

2023 2022
HK$’000 HK$’000

Loss for the year attributable to owners of the Company for the
purpose of basic loss per share (14,158) (21,750)

2023 2022

Number of ordinary shares:

Weighted average number of ordinary shares for the purposes
of basic loss per share 2,599,993,088 2,599,993,088

Diluted loss per share is the same as basic loss per share as there was no potential ordinary share in issue
for both years.

9. TRADE AND OTHER RECEIVABLES

2023 2022
HK$’000 HK$’000

Trade receivables 34,440 33,219

Less: Loss allowance for ECL (33,219) (33,219)

1,221 –
Other receivables – –

Total trade and other receivables 1,221 –

The following is the ageing analysis of trade receivables (net of loss allowance for ECL) presented based
on the invoice date which approximate the respective revenue recognition date at the reporting date.

2023 2022
HK$’000 HK$’000

0 to 30 days 1,221 –

The Group normally requests its customers to make advance payment, except for certain customers for
which the credit terms are generally up to 45 days. The Group seeks to maintain strict control over its
outstanding receivables to minimise credit risk. Before accepting any new customers, the management of
the Group will base on the credit quality of the potential customers to define credit limits. Credit limits
to customers are reviewed annually. In determining the recoverability of the trade receivables, the Group
considers any change in the credit quality of the trade receivables from the date credit was initially granted
up to the reporting date.

– 10 –
10. RESTRICTED BANK BALANCES AND BANK BALANCES AND CASH

2023 2022
HK$’000 HK$’000

Bank balances and cash 599 3,293

Less: Restricted bank balances – (2,863)

599 430

Bank balances and cash comprised cash held by the Group and bank deposits which carried interest at
prevailing market rates.

11. TRADE AND OTHER PAYABLES

The following is the ageing analysis of trade payables presented based on the invoice date at the end of the
reporting period:

2023 2022
HK$’000 HK$’000

Over 90 days 23,054 25,105

Trade payables 23,054 25,105

Other payables 51,103 51,166

Trade and other payables 74,157 76,271

The trade payables are interest-free with normal credit terms up to 90 days (2022: 90 days).

Other payables

2023 2022
Note HK$’000 HK$’000

Payable for staff costs 3,979 3,770

Payable for audit and non-audit services 3,242 1,722
Payable for rental expenses for a short-term lease 2,481 954
Other taxes payables 1,798 1,798
Payables for early termination of the leases 12,708 13,078
Provision for severance and other termination costs 1,520 1,520
Provision for losses on litigations 14 2,874 2,874
Refundable deposits from its customers 18,818 18,818
Others 3,683 6,632

Total other payables 51,103 51,166

– 11 –
12. BORROWINGS

2023 2022
HK$’000 HK$’000

Current (notes i and ii)

Unsecured borrowings from a financial institution and
other creditors 41,494 42,704
Interest payables 18,040 14,937

59,534 57,641

Notes:

(i) On 8 December 2017, a subsidiary of the Group, 萬威電子（深圳）有限公司, entered into a loan
agreement with a financial institution to borrow approximately RMB30,000,000 at a fixed interest
rate of 8.0% per annum for one year and pledged by account receivables of the Group. On 27
March 2020, 萬威電子（深圳）有限公司 entered into a supplementary agreement with the financial
institution to extend the repayment date of the borrowing including the interest payables with
maturity date on 31 March 2026 at a fixed interest of 8.0% per annum.

(ii) The borrowings from other creditors were unsecured and guaranteed by the controlling shareholder
of the Company, bore interest at 10.0% per annum and repayable on demand. The borrowings were
denominated in RMB and US$.

13. LOAN FROM A SHAREHOLDER

The balance represents loan advanced from a shareholder, Huaneng, for working capital purpose. The loan
was unsecured, interest-free and repayable on demand.

14. CONTINGENT LIABILITIES/LITIGATIONS

2023 2022
HK$’000 HK$’000

At beginning of the reporting period 2,874 3,888

Amount reversed – (1,014)

At end of the reporting period 2,874 2,874

(a) In December 2020, there was a litigation initiated by a supplier of the Group in Hong Kong
claiming the allegedly due and unpaid balance of purchase orders against a subsidiary of the
Group in Hong Kong in view of unilateral cancellation of purchase orders by the subsidiary of the
Group for a sum of approximately US$334,000 (equivalent to approximately HK$2,605,000). The
management of the Group, having obtained the legal advice from an independent legal counsel,
estimated that the Group will likely be liable to pay for the total and, therefore, the Group had
recognised the provision for losses on litigations of approximately HK$2,314,000 in profit or loss
for the year ended 31 December 2020.

– 12 –
 On 12 April 2022, the Group has filed a Consent Summons for settlement to the District Court of
the Hong Kong Special Administrative Region. According to the Consent Summons, the settlement
sum was reduced to approximately US$130,000 (equivalent to approximately HK$1,014,000).
On 11 May 2022, the Consent Summons was approved. As a result, a reversal of provision for
losses on litigations of approximately HK$1,300,000 had been recognised in “Provision for losses
on litigations, net” in “Other losses, net” in the consolidated statement of profit or loss and other
comprehensive income for the year ended 31 December 2021.

During the year ended 31 December 2022, the Group has fully settled the unpaid balanced of
purchase orders.

(b) In 2020, the Group received a notice from the District Court in the PRC (the “PRC District Court”)
stating that a supplier of the Group in the PRC has initiated legal action against certain subsidiaries
of the Group in the PRC by claiming the allegedly due and unpaid balance of subcontracting
fees from the Group. In respect of the aforesaid due and unpaid balance of subcontracting fees,
approximately HK$5,454,000 had been recognised in “Trade payables” at 31 December 2023 and
2022.

According to final judgements dated 8 August 2022 issued by the PRC District Court, the Group
was liable to make payment of approximately RMB4,914,000 and approximately RMB111,000
(equivalent to approximately HK$5,543,000 and approximately HK$125,000) as settlement of
subcontracting fees and material costs, respectively.

During the year ended 31 December 2023, the restricted bank balance of HK$2,863,000 as at 31
December 2022 was utilised as settlement of above trade payables. The remaining subcontracting
fees were still outstanding at 31 December 2023.

(c) During the year ended 31 December 2021, the Group received several notices from the PRC
District Court stating that a group of ten individuals former employees and three individuals former
employees of the Group in the PRC has initiated legal action against subsidiaries of the Group in
the PRC by claiming compensation of the dismissal of labour contract in view of breach of terms in
employment agreement by the Group. Pursuant to the judgements made by the court of the PRC, the
Group was ordered to make payment amounting to approximately HK$2,874,000 which had been
recognised in “Provision for losses on litigations, net” in “Other losses, net” in the consolidated
statement of profit or loss and other comprehensive income for the year ended 31 December 2021.
The Group has filed for appeals for such judgements to the PRC District Court.

According to the final judgement dated 7 December 2021, the PRC District Court dismissed the
appeals and affirmed the original judgement. The Group has been trying to reach a settlement
agreement with them subsequent to the final judgement issued by the PRC District Court but yet to
reach a settlement agreement subsequent to the 31 December 2023 and up to the date of approving
the consolidated financial statements.

Other than the disclosure of above and elsewhere in the consolidated financial statements, at 31 December
2023 and 2022, the Group was not involved in any other material litigation or arbitration. As far as the
management of the Group was aware, the Group had no other material litigation or claim which was
pending or threatened against the Group. At 31 December 2023 and 2022, the Group was the defendant
of certain non-material litigations, and also a party to certain litigations arising from the ordinary course
of business of the Group. The likely outcome of these contingent liabilities, litigations or other legal
proceedings cannot be ascertained with reasonable certainty at present, but the management of the Group
believes that any possible legal liability which may be incurred from the aforesaid cases will not have any
material impact on the financial position or results of the Group.

– 13 –
15. EVENT AFTER THE END OF THE REPORTING PERIOD

(a) Resumption of operation

In December 2023, the Group has actively reestablished contacts and negotiations with potential
customers and suppliers to restart the Group’s business. Following the completion of a sales order
of approximately HK$1,221,000 prior to 31 December 2023, the Group is able to re-gain confidence
from the market and therefore, the Group’s operations are gradually resumed in the first quarter of
2024 and have resumed sales of electronic products under the trademark of “Oregon Scientific”.

In order to enhance market awareness of the “Oregon Scientific” brand, promote and to
advertise and showcase its products, the Group established its own online retail platform
(http://oregonscientific.store) and set up new online stores on Noon (an online platform
headquartered in Dubai) and Mercado Libre (the largest online platform in Latin America)
respectively. The aforementioned online stores have started operating progressively in the first
half of 2024. Additionally, the Group is continuously expanding its product portfolio to meet new
customer demands and enhance the Group’s market competitiveness.

The Company had secured confirmed orders exceeding HK$70 million, which are expected
to be fulfilled and delivered in the third quarter of 2024. For more details, please refer to the
announcements of the Company dated 3 January 2024, 10 May 2024 and 2 July 2024.

(b) Transfer of the loan of the Group

In January 2024, a shareholder loan transfer agreement was entered into by Huaneng and its
controlling shareholder, the Company, certain subsidiaries of the Group and a third party (“Party
A”), pursuant to which Party A has conditionally agreed to acquire from Huaneng and its
controlling shareholder for the entire amount of Huaneng’s loan to the Group.

In February 2024, a loan transfer agreement was entered into by Party A, the Company and a third
party (“Party B”), pursuant to which Party B has conditionally agreed to acquire from Party A for
the amount of HK$15,000,000 of a portion of Party A’s loan to the Group.

In April 2024, a loan transfer agreement was entered into by Party A, the Company and a third party
(“Party C”), pursuant to which the Party C has conditionally agreed to acquire from Party A for the
amount of HK$10,000,000 of a portion of Party A’s loan to the Group.

In April 2024, a loan transfer agreement was entered into by Party A, the Company and a third party
(“Party D”), pursuant to which the Party D has conditionally agreed to acquire from Party A for the
amount of HK$10,000,000 of a portion of Party A’s loan to the Group.

In April 2024, a loan transfer agreement was entered into by Party A, the Company and a third party
(“Party E”), pursuant to which the Party E has conditionally agreed to acquire from Party A for the
amount of HK$5,000,000 of a portion of Party A’s loan to the Group.

– 14 –
MANAGEMENT DISCUSSION AND ANALYSIS

BUSINESS REVIEW

Due to the effect of the COVID-19 pandemic, the Group decided to discontinue production
at our Shenzhen factory with effect from 5 March 2022 and the tenancy of factory was
terminated on 31 May 2022. The Group’s operations had been substantially suspended
following the close of the Shenzhen factory. For the year ended 31 December 2023, the
Group recorded sales revenue of approximately HK$1.2 million (FY2022: approximately
HK$2.2 million) and gross profit of approximately HK$0.1 million (FY2022: gross loss of
approximately HK$3.0 million). Loss for FY2023 decreased by approximately 34.9% to
approximately HK$14.2 million (FY2022: approximately HK$21.8 million), which was due to
the Group completed its downsizing process and the decrease in finance costs.

FINANCIAL RESULTS

The Group’s total revenue for FY2023 amounted to approximately HK$1.2 million (FY2022:
approximately HK$2.2 million), representing a decrease of approximately 45.5% as compared
with the total revenue of FY2022, which was due to suspension of the Group’s operation in
FY2022 and the adverse market conditions.

Gross profit of FY2023 totalled approximately HK$0.1 million (FY2022: gross loss of
approximately HK$3.0 million). Gross profit was reported in FY2023 due to decrease of
write-off of inventories, following the early termination of the lease agreement for the
Shenzhen factory in FY2022.

Total operating expenses of the Group, including research expenses, distribution and selling
expenses and general administrative expenses, amounted to approximately HK$10.9 million
for FY2023 (FY2022: approximately HK$23.5 million). The total operating expenses
decreased by approximately 53.6% since the research expenses and distribution and selling
expenses have dropped for approximately 80.0% and 83.3%, respectively. Further, general
administrative expense reduced by approximately 51.6% as the Group completed its
downsizing process.

Charge of loss allowance on financial assets for FY2023 was nil (FY2022: approximately
HK$2.0 million). Losses from impairment for FY2023 was nil (FY2022: approximately
HK$6.2 million).

Loss for FY2023 was approximately HK$14.2 million (FY2022: approximately HK$21.8
million).

– 15 –
PROSPECTS

In December 2023, the Group has actively reestablished contacts and negotiations with
potential customers and suppliers to recommence the Group’s business. The Group’s
operations gradually resumed in the first quarter of 2024 and have resumed sales of electronic
products under the trademark of “Oregon Scientific”.

In order to enhance market awareness of the “Oregon Scientific” brand, promote and to
advertise and showcase its products, the Group established its own online retail platform
(http://oregonscientific.store) and set up new online stores on Noon (an online platform
headquartered in Dubai) and Mercado Libre (the largest online platform in Latin America)
respectively. The aforementioned online stores have started operating progressively in the first
half of 2024. Additionally, the Group is continuously expanding its product portfolio to meet
new customer demands and enhance the Group’s market competitiveness.

With the society and economy returning to normalcy and the diminishing effects of the trade
war, the market situation should significantly improve thereafter. Through the Group’s efforts
in the first half of 2024, the Group’s business has gradually recovered and continues to receive
new orders from customers. The Company had secured confirmed orders exceeding HK$70
million, which are expected to be fulfilled and delivered in the third quarter of 2024. The
Group’s business should remain sustainable in the long run.

For more details, please refer to the announcements of the Company dated 3 January 2024, 10
May 2024 and 2 July 2024.

WORKING CAPITAL

Trade receivables balances as at 31 December 2023 was approximately HK$1.2 million

(FY2022: nil). Trade receivables turnover days increased to 5 days (FY2022: 58 days).

LIQUIDITY AND TREASURY MANAGEMENT

As at 31 December 2023, bank balances and cash of the Group, including restricted bank
balances, amounted to approximately HK$0.6 million (FY2022: approximately HK$3.3
million). During FY2023, the bank balances and cash were mainly used in operating activities
and financing activities.

The Group recorded net current liabilities of approximately HK$340.9 million (FY2022:
approximately HK$327.6 million), approximately HK$13.3 million higher than that of
FY2022, which is due to combined effect of decrease in current assets and increase in current
liabilities in FY2023.

As at 31 December 2023, the total outstanding amount of borrowing was approximately

HK$59.5 million (FY2022: approximately HK$57.6 million), all of which (FY2022:
approximately HK$57.6 million) are repayable on demand. As at 31 December 2023, the

– 16 –
outstanding amount of the loan from a shareholder was approximately HK$196.4 million
(FY2022: approximately HK$184.7 million). After the transfer of the loan from Huaneng to
Party A, Party A has undertaken that the repayment of the loan to the Group of approximately
HK$196.4 million at 31 December 2023 will be restructured and any remaining outstanding
amount as a result of the restructuring will not be requested within twelve months from the
date of approval of the consolidated financial statements, unless the Group has obtained
funding from other sources and is in a position to meet all repayment obligations at that time.

As at 31 December 2023, subcontracting fees of approximately HK$2.8 million and salary

and compensations of approximately HK$2.9 million are due and unpaid. The Board is still in
negotiation with related creditors for a settlement plan.

CAPITAL STRUCTURE

As at 31 December 2023, there was 2,599,993,088 issued and fully paid shares with par value
of HK$0.1 each. The net liabilities value per share as at 31 December 2023 was approximately
HK$13.1 cents loss per share (FY2022: approximately HK$12.6 cents loss per share).

The Group actively and regularly reviews and manages its capital structure to enhance its
financial strength for the Group’s long-term development. There were no changes in the
Group’s approach to capital management during the year ended 31 December 2023.

GEARING RATIO

As at 31 December 2023, the Group’s total assets amounted to approximately HK$1.8 million
(FY2022: approximately HK$3.3 million). Total liabilities amounted to approximately
HK$342.7 million (FY2022: approximately HK$330.9 million), the Group expresses its
gearing ratio as a percentage of borrowings, including loan from a shareholder, over total
assets which was approximately 14,216.7% (FY2022: approximately 7,342.4%). The further
decrease in the total assets and resulted in the increase in the gearing ratio.

CHARGES ON GROUP ASSETS

As at 31 December 2023, there were no finance charges on the Group’s assets.

SIGNIFICANT INVESTMENTS, ACQUISITIONS AND DISPOSALS

During the year ended 31 December 2023, the Group did not make any significant
investments, acquisitions or disposals that was required to be disclosed under the Listing
Rules on the Stock Exchange.

FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETS

The Group did not have any future plans for material investments or capital assets.

– 17 –
DIVIDEND

The Directors do not recommend any dividend for FY2023 (FY2022: Nil).

MODEL CODE FOR SECURITIES TRANSACTIONS

The Company has adopted its own Code of Conduct for Securities Transactions by Directors
(the “Code of Conduct for Securities Transactions”). This is on terms no less exacting than
the required standard set out in the Model Code for Securities Transactions by Directors of
Listed Issuers (the “Model Code”) as set out in Appendix C3 to the Listing Rules, and has
been updated from time to time.

Having made specific enquiries to all Directors, all Directors confirmed that they had
complied with the required standards set out in the Model Code and the Code of Conduct for
Securities Transactions throughout the year ended 31 December 2023.

COMPLIANCE WITH CORPORATE GOVERNANCE CODE

The Group is committed to achieving and maintaining a high standard of corporate

governance to safeguard the interests of all shareholders and to enhance corporate value and
accountability. Throughout the year ended 31 December 2023 under review, the Company
has applied the principles and complied with all code provisions and where applicable, the
recommended best practices prescribed in the Corporate Governance Code (“CG Code”) in
Appendix C1 to the Listing Rules on the Stock Exchange, save for the deviation from the
Code Provision C.2.1 and C.1.8.

Pursuant to code provision C.2.1 of the CG Code, the roles of the chairman and chief
executive officer should be separate and not be performed by the same individual. After the
retirement of Mr. Xu Chiming, the then chairman, on 26 June 2019, Mr. Zhu Yongning, the
then CEO of the Company, took up the responsibilities of both the chairman and CEO of the
Company. The Board had been trying to recruit a suitable candidate such that the two roles
can be separated since then. Mr. Zhu had assumed the two roles until Mr. Zhu resigned as an
executive director of the Company with effect from 1 February 2024.

Pursuant to code provision C.1.8 of the CG Code, the Company should arrange appropriate
insurance cover in respect of legal action against the Directors. During FY2023, no such
insurance cover has been arranged for the Directors due to the insurance company refusing
to provide service within the Company’s budget. The management of the Group believe that
all potential claims and legal actions against the Directors can be handled effectively, and
the possibility of actual lawsuits against the Directors is remote. The Company will consider
making insurance arrangement when a quote within the Company’s budget is available. The
Company will continue to review and enhance its corporate governance practices to ensure
compliance with the CG Code.

– 18 –
FOREIGN EXCHANGE RISKS

The Group’s transactions are mainly denominated in HK$, US$ and RMB. The majority of
the business transactions were denominated in respective local currencies and there were
only insignificant balances of financial assets and liabilities were denominated in foreign
currencies at 31 December 2023 and 2022. Hence, the Group is not exposed to significant
foreign exchange risk.

As HK$ is pegged to US$, the Group considers the risk of movements in exchange rates
between HK$ and US$ to be insignificant for transactions denominated in US$. The RMB is
not freely convertible into other foreign currencies and conversion of the RMB into foreign
currencies is subject to rules and regulations of foreign exchange control promulgated by the
PRC government.

The Group has not used any financial instruments to hedge against currency risk. However,
management constantly reviews the economic situation and its foreign currency risk profile
and monitors its foreign exchange exposure, and will implement appropriate hedging measures
in future on significant foreign currency exposure should the need arise.

HUMAN RESOURCES

As at 31 December 2023, the Group had a total of 50 (FY2022: 100) staff, primarily in the
PRC. The total staff cost (excluding directors’ emoluments) was approximately HK$3.1
million (FY2022: approximately HK$14.5 million) for the year ended 31 December 2023.

The Group believes its human resources are its valuable assets and maintains its firm
commitment to attracting, developing and retaining talented employees, in addition to
providing dynamic career opportunities and cultivating a favorable working environment.
The Group constantly invests in training across diverse operational functions and offers
competitive remuneration packages and incentives to all employees. The Group regularly
reviews its human resources policies for addressing its corporate development needs.

AUDIT COMMITTEE

The Company established an audit committee (the “Audit Committee”) with written terms of
reference in compliance with the Listing Rules. The primary duties of the Audit Committee
are to review and supervise the financial reporting process and risk management and internal
control systems of the Group. As at the date of this announcement, the Audit Committee
comprises one independent non-executive Director, namely Mr. Xu Jinwen.

The financial results of the Group for the year ended 31 December 2023 have been reviewed
by the Audit Committee.

– 19 –
SCOPE OF WORK OF FORVIS MAZARS CPA LIMITED

The figures in respect of the Group’s consolidated statement of financial position, consolidated
statement of profit or loss and other comprehensive income and the related notes thereto for
the year ended 31 December 2023 as set out in the announcement have been agreed by the
Group’s auditor, Forvis Mazars CPA Limited (“Forvis Mazars”) (formerly known as Mazars
CPA Limited), to the amounts set out in the Group’s consolidated financial statements for the
FY2023. The work performed by Forvis Mazars in this respect did not constitute an assurance
engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards
on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the
Hong Kong Institute of Certified Public Accountants and consequently no assurance has been
expressed by Forvis Mazars on the this announcement.

EXTRACT FROM THE INDEPENDENT AUDITOR’S REPORT

The following is an extract of the independent auditor’s report on the Company’s consolidated
financial statements for the year ended 31 December 2023.

Disclaimer of Opinion

We were engaged to audit the consolidated financial statements of IDT International Limited
and its subsidiaries (together the “Group”), which comprise the consolidated statement of
financial position at 31 December 2023, and the consolidated statement of profit or loss
and other comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, and notes to the consolidated
financial statements, including material accounting policy information.

We do not express an opinion on the consolidated financial statements of the Group. Because
of the significance of the matter described in the Basis for Disclaimer of Opinion section of
our report, we have not been able to obtain sufficient appropriate audit evidence to provide a
basis for an audit opinion on these consolidated financial statements. In all other respects, in
our opinion the consolidated financial statements have been properly prepared in compliance
with the disclosure requirements of the Hong Kong Companies Ordinance.

– 20 –
Basis for Disclaimer of Opinion

Material uncertainty related to going concern

As described in the “Going concern” section in note 2 to the consolidated financial statements,
the Group reported a loss attributable to the owners of the Company of approximately
HK$14,158,000 for the year ended 31 December 2023 and, at 31 December 2023, the Group
had net current liabilities and net liabilities of approximately HK$340,916,000, respectively.
As of 31 December 2023 and up to the date of the consolidated financial statements, the
Group is subjected to a number of legal proceedings and the Group is yet to settle majority of
those outstanding legal proceedings due to lack of sufficient funds which are set out in note
14 to the consolidated financial statements. Furthermore, the Group’s bank balances and cash
maintained at a low level of approximately HK$599,000 as of 31 December 2023.

Following to the suspension of the production of the Group’s leased factory in Shenzhen with
effect from 5 March 2022, the tenancy of factory was terminated on 31 May 2022.

These events and conditions, along with other matters as set forth in the “Going concern”
section in note 2 to the consolidated financial statements, indicate that the existence of a
material uncertainty that may cast significant doubt on the Group’s ability to continue as a
going concern, and, therefore, that the Group may be unable to realise its assets and discharge
its liabilities in the normal course of business.

The validity of the going concern assumption is dependent on the successful and favourable
outcomes of the plans and measures being taken by the management of the Group and the
development of the events, in particular the successful implementation of the restructuring
plan as described in the “Going concern” section in note 2 to the consolidated financial
statements. The management of the Group is of the opinion that the Group would be able
to continue as a going concern. Therefore, the consolidated financial statements have been
prepared on a going concern basis, and do not include any adjustments relating to the
recognition of provisions or the realisation and reclassification of non-current assets and non-
current liabilities that may be necessary if the Group is unable to continue as a going concern.

We were unable to obtain sufficient appropriate audit evidence about the appropriateness of
the use of going concern basis of accounting in the preparation of the consolidated financial
statements. Should the Group be unable to operate as a going concern, adjustments would
have to be made to write down the carrying values of the Group’s assets to their recoverable
amounts, to reclassify non-current assets and non-current liabilities as current assets and
current liabilities, respectively, and to provide any further liabilities which may arise. The
effects of these adjustments have not been reflected in the consolidated financial statements.

– 21 –
DIRECTORS’ VIEW ON THE INDEPENDENT AUDITOR’S OPINION

As set out in the independent auditor’s report enclosed in the annual report attached hereto,
Forvis Mazars did not express an opinion on the consolidated financial statements of the
Group for the year ended 31 December 2023 because of the significance of the matter as
described in the section headed “Basis for Disclaimer of Opinion”.

The Board would like to clarify that, for avoidance of doubt, the disclaimer of opinion on the
Company’s consolidated financial statements relates only to the going concern issue only, but
not any other issues.

THE BOARD’S RESPONSE TO THE AUDITOR’S OPINION

In regard to the matters described in the section headed “Disclaimer of Opinion” and “Basis
for Disclaimer of Opinion” in the independent auditor’s report, the Board would like to take
this opportunity to provide the Boards’ response, as well as measures taken or to be taken by
the management of the Company.

The Board’s Plan to Address the Disclaimer of Opinion

As disclosed in the audited annual results of the Company for the year ended 31 December
2023, the Group recorded a loss attributable to owners of the Group of approximately
HK$14.2 million, net current liabilities and net liabilities of approximately HK$340.9 million
respectively as at 31 December 2023.

The Board understands that the Disclaimer of Opinion was resulted from the auditors not
being able to obtain sufficient appropriate audit evidence to satisfy themselves about the
appropriateness of the use of the going concern basis of accounting in the preparation of the
consolidated financial statements mainly due to: (1) the Group’s current liabilities exceeded
its current assets, and its total liabilities exceeded its total assets; (2) the Group recorded
significant net operating cash outflow for the year ended 31 December 2022; (3) the Group’s
business operation has been suspended since 5 March 2022; and (4) there are outstanding
liabilities from legal proceedings that were due and yet to be settled.

– 22 –
In view of such circumstances, the directors of the Company have carefully considered
future liquidity and the financial position of the Group and the Group’s available sources of
financing and operating cashflow in assessing whether the Group will have sufficient financial
resources to continue as a going concern. The Group has taken plans and measures to mitigate
its liquidity pressure and improve its financial position, including:

1. Resumption of operation

Since the re-commencement of the Group’s operations in December 2023, the Group
has resumed sales of electronic products under the “Oregon Scientific” trademark.
Additionally, it launched its own online retail platform and established two online stores
on foreign platforms. The Group is continuously expanding its product portfolio to meet
new customer demands and enhance its market competitiveness. As a result, the Group
returned to a profitable position for the six months ended 30 June 2024, based on the
books and records currently available.

The Company had secured confirmed orders exceeding HK$70 million, which are
expected to be fulfilled and delivered in the third quarter of 2024. Based on the Board’s
six-month forecast post 30 June 2024, it is anticipated that the Group will remain
profitable and generate positive operating cashflow for the year ending 31 December
2024. As a result, the Group’s current assets, especially trade receivables, inventory,
and cash and cash equivalents, will increase, which will, in turn, improve the net current
liabilities and net liabilities situation of the Group. The disclaimer of opinion concerning
the suspension of the Group’s business will not recur.

2. Formulation of corporate rescue plan

In light of the above and following the resumption of operation in December 2023, the
Group has been working closely with professional advisors in formulating a corporate
rescue plan intended for providing relief to the Group’s indebtedness and necessary
funding for the continuing operations of the Group.

An announcement will be published in accordance with the relevant rules and regulations
as and when appropriate.

– 23 –
3. Operational Restructuring

Since the suspension of the Group’s business operation in March 2022, certain non-
core subsidiaries of the Company have ceased operations, resulting in legal proceedings
against their outstanding liabilities. The Directors plan to carve-out these non-core
subsidiaries with net liabilities by way of including but not limited to winding-up of
such entities.

It is anticipated that, upon completion of the abovementioned operational restructuring

measures, the Group’s net liabilities position will further improve and the outstanding
legal proceedings of the non-core subsidiaries will no longer affect the Group’s ability to
continue as a going concern.

The Directors are of the opinion that, taking into account of the above-mentioned plans and
measures, the Group will have sufficient working capital to finance its operations and to
meet its financial obligations as they fall due for the foreseeable future. Consequently, the
underlying matters leading to the Disclaimer of Opinion could be resolved.

The audit committee concur with the views as stated above.

PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES

Neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the
Company’s listed shares during the year ended 31 December 2023.

PUBLICATION OF ANNUAL RESULTS ANNOUNCEMENT AND ANNUAL REPORT

This annual results announcement will be posted on the website of the Stock Exchange
(http://www.hkexnews.hk) and the website of the Company (http://www.idthk.com). The
annual report of the Company for the year ended 31 December 2023 will be despatched to the
shareholders of the Company and available on the same websites in due course.

CONTINUED SUSPENSION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange has been
suspended with effect from 9:00 a.m. on Monday, 3 April 2023 and will remain suspended
pending fulfilment of the resumption guidance imposed by the Stock Exchange on the
Company as disclosed in the announcements of the Company dated 19 May 2023 and 7
February 2024.

– 24 –
Shareholders and potential investors are advised to exercise caution when dealing in the shares
of the Company.

By order of the Board

IDT International Limited
Cheung Yuk Ki
Director

Hong Kong, 9 August 2024

As at the date of this announcement,

1. The executive director of the Company is Ms. Cheung Yuk Ki;

2. The non-executive directors of the Company are Mr. Cui Xiao, Ms. Ng Kwok Ying
Isabella and Mr. Tiger Charles Chen; and

3. The independent non-executive director of the Company is Mr. Xu Jinwen.

– 25 –