AMSPT - 2024/25 Annual Report

進智公共交通控股有限公司

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( Stock Code : 77 )

與 同路50載

2024/25

ANNUAL REPORT

CONTENTS

1. Consolidated Income Statement

2. Consolidated Statement of Comprehensive Income

3. Consolidated Statement of Financial Position

4. Consolidated Statement of Changes in Equity

5. Consolidated Cash Flow Statement

6. Notes to the Consolidated Financial Statements

Annual Report 2024/25 1

AMS Public Transport Holdings Limited (the "Company") and its subsidiaries (collectively the "Group") are principally engaged in the operation of franchised public light bus ("PLB"), also commonly known as green minibus, and residents' bus transportation services in Hong Kong.

Over the past 50 years, riding on its expertise, the Group has played an integral role in Hong Kong's transportation network development and continues to contribute to the city's mobility infrastructure.

Currently, the Group operates an extensive network of 73 franchised PLB routes with 354 PLBs. In addition, it operates four residents' bus routes with seven public buses. The Group remains committed to optimising its routes and services to meet the evolving needs of passengers and keep pace with the city's transportation demands. Passenger comfort and convenience are paramount to the Group's operations. Its fleet comprises environmentally friendly PLBs equipped with state-of-the-art facilities.

Safety remains a top priority for the Group across all its operations. In recognition of its commitment to quality management, the Group has obtained ISO 9001 certification for its computerised repair and maintenance centers since 2011, making it the first franchised PLB operator in the Hong Kong to gain such a prestigious quality accreditation. This significant achievement reinforces the Group's dedication to ensuring the highest standards of safety, reliability, and passenger satisfaction.

As a trustworthy transportation service provider, the Group remains dedicated to delivering efficient, reliable, and safe passenger transportation services in Hong Kong. It will continue to prioritise passenger needs, strive to provide a seamless and enjoyable travel experience and aim to be the preferred choice for commuters in Hong Kong.

Mr. Wong Ling Sun, Vincent Chairman

Ms. Ng Sui Chun

Mr. Chan Man Chun Chief Executive Officer

Ms. Wong Wai Sum, Maya Ms. Wong Wai Man, Vivian*

Prof. Chan Yuen Tak Fai, Dorothy** Mr. Kwong Ki Chi**

Mr. James Mathew Fong**

* Non-Executive Director

** Independent Non-Executive Directors

Mr. Wong Ling Sun, Vincent Mr. Chan Man Chun

Mr. Kwong Ki Chi Chairman

Prof. Chan Yuen Tak Fai, Dorothy Mr. James Mathew Fong

Prof. Chan Yuen Tak Fai, Dorothy Chairman

Mr. Kwong Ki Chi

Mr. James Mathew Fong

Mr. James Mathew Fong Chairman Prof. Chan Yuen Tak Fai, Dorothy Mr. Kwong Ki Chi

Ms. Wong Ka Yan

Cricket Square Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111 The Cayman Islands

11th-12th Floor, Abba Commercial Building, 223 Aberdeen Main Road, Aberdeen,

Hong Kong

Union Registrars Limited Suites 3301-04, 33/F,

Two Chinachem Exchange Square, 338 King's Road,

North Point, Hong Kong

Bank of China (Hong Kong) Limited Hang Seng Bank Limited

The Hongkong and Shanghai Banking Corporation Limited

Grant Thornton Hong Kong Limited Certified Public Accountants Registered Public Interest Entity Auditor

2 AMS Public Transport Holdings Limited

Annual Report 2024/25 3

Financial and Operating Highlights

Notes:

1. No interim dividend was declared for the years ended 31 March 2025 and 2024.

2. The figures refer to accidents involving injury or death.

3. pp stands for percentage point.

4 AMS Public Transport Holdings Limited

Wong Lin

Wong Ling Sun, Vincent, JP

Chairman

Chairma

On behalf of the Board of Directors of the Company (the "Board"), I am pleased to present to you the results of the Group for the year ended 31 March 2025.

The Group recorded a profit for the year ended 31 March 2025, excluding the impact of the deficit on revaluation of Public Light Bus ("PLB") licences and provision for impairment of public bus licences, of HK$24.9 million, representing an increase of 2.1% compared to the previous year (2024: HK$24.4 million). While the Group's revenue for the year reached a historic high due to stable patronage and fare increases, the growth in gross profit was substantially offset by higher administrative expenses (primarily staff costs) and increased finance charges on lease liabilities which arose from a three-year minibus leasing agreement with connected parties to renew the Group's leasing arrangements.

The deficit on revaluation of PLB licences for the year fell approximately by 59.9% to HK$14.0 million compared with that of HK$35.0 million last year. This substantial reduction reflects the slowing pace of PLB licence devaluation throughout the reporting period. Consequently, the Group recorded a profit for the year ended 31 March 2025 of approximately HK$8.4 million, a significant improvement compared to a loss of around HK$12.0 million last year.

Basic earnings per share for the year was HK3.09 cents (2024: basic loss per share of HK4.40 cents). Having carefully considered the factors listed in the Company's dividend

policy, which include but not limited to the financial and operational performance (excluding the accounting impact of PLB licence revaluation deficit) and the future cash flows of the Group under the current business environment, the Board recommended a final dividend of HK3.0 cents per ordinary share (2024: Nil) and a special dividend of HK1.0 cent per ordinary share (2024: HK4.0 cents), totaling HK$10.9 million for the year ended 31 March 2025 (2024: HK$10.9 million).

This year marked a significant milestone as the Group celebrated its 50th anniversary - five decades of dedicated service to Hong Kong's transportation needs. Throughout this anniversary year, special campaigns were implemented to express sincere appreciation to all employees for their unwavering commitment and to business partners for their longstanding support.

The year under review brought a mix of opportunities and challenges for Hong Kong's public transport sector. According to the Transport Department, local passenger journeys of public transport saw a modest increase of approximately 1.2%, reaching around 4.28 billion. Against this backdrop, the Group successfully maintained stable patronage levels -an encouraging outcome given the particularly demanding conditions faced by the minibus industry. The Group's patronage rose slightly by 0.9% year-on-year, while the Group's revenue climbed by approximately 5.4% to a record high of HK$415.0 million. This growth was primarily driven by carefully calibrated fare adjustments. These stable patronage figures confirm that such adjustments were appropriate for maintaining customer loyalty while ensuring financial sustainability.

Annual Report 2024/25 5

Chairman's Statement

This performance reflects disciplined operational execution. The successful recruitment of over 100 imported captains from Mainland China helped alleviate acute labour shortages, enabling more consistent and reliable service frequencies compared to previous periods. Simultaneously, the Group implemented a comprehensive route optimisation initiative. This included refined service hours, the introduction of an express route, and withdrawal from underperforming routes - measures that redirected resources toward areas with stronger demand and higher efficiency.

The Group reported an underlying profit of HK$24.9 million for the year, representing a 2.1% increase from the previous year's HK$24.4 million. This figure excludes non-cash accounting adjustments relating to the revaluation of PLB licences and impairment provision for public bus licences, providing a clearer view of operational performance.

On a statutory compliance basis, the Group recorded a profit of HK$8.4 million after recognising a non-cash deficit from PLB licence revaluation and impairment provision for public bus licences. The continued decline in the value of PLB licences reflects persistent structural challenges within the minibus industry, particularly in the red minibus segment where market conditions remain weak. Although the pace of devaluation has slowed compared to previous years, these external pressures remain beyond the Group's control and have affected reported asset valuations.

Despite these accounting impacts, the Group continues to prioritise operational strength over licence investment value. The underlying profit of HK$24.9 million more accurately reflects the robustness of core business activities and affirms the Group's ability to deliver stable financial results amid sector pressures. While accounting standards necessitate recognition of valuation adjustments, these do not represent any deterioration in the Group's actual performance.

Looking ahead, Hong Kong's PLB sector continues to navigate a complex operating environment marked by both challenges and opportunities. The local economic landscape, characterised by rising unemployment and subdued growth amid ongoing US-China trade tensions and global inflationary pressures, is likely to influence consumer behaviour and spending patterns.

Nevertheless, the management team remains confident that the patronage of the Group will remain stable and that the full-year effect of the fare increase will positively affect the revenue in the coming year. However, the evolving travel preferences of Hong Kong residents - with increasing numbers opting for overseas or Mainland China trips during holidays rather than local leisure activities - continue to pressure revenue streams, particularly the traditionally popular weekend and holiday services.

Cost pressures remain a significant concern, with fuel prices expected to rise further due to geopolitical tensions, including the Middle East conflict, alongside persistent labour shortages. These factors compound ongoing operational challenges. The gradual retirement of experienced captains continues to impact service delivery, despite positive contributions from imported captains from Mainland China. While full deployment of the second batch of imported captains from Mainland China has helped stabilise service reliability, there remains an urgent need for the Government to establish a permanent labour importation scheme to address the industry's structural workforce shortages systematically. Furthermore, due to the deteriorating business environment of the red minibus industry, it is anticipated that the market price of PLB licences may further depreciate. This could lead to an accounting revaluation deficit of PLB licences which may have significant impact on the results of the coming financial year. Nevertheless, the management reiterates that the accounting revaluation of PLB licences should be considered separately as the fluctuation in market value of the PLB licences has no significant impact on the core business and cash flows of the Group.

In this challenging context, the continuous expansion of Hong Kong's railway network threatens to further erode the passenger base in key areas. However, the Northern Metropolis development presents a strategic opportunity to demonstrate the indispensable role of green minibus service in serving communities beyond railway reach. As this major project progresses, formal recognition of green minibus service as essential connectors in Hong Kong's transport ecosystem is crucial, particularly in new development areas where rail coverage will initially be limited. The Group remains committed to working constructively with transport authorities to develop solutions that balance railway expansion with the need for comprehensive last-mile connectivity. By combining operational innovation with prudent cost management, the Group is confident in its ability to navigate these challenges while continuing to provide reliable and affordable services to dependent communities.

As this milestone year draws to a close, I would like to express, on behalf of the Board, our heartfelt appreciation to all employees whose dedication has been instrumental to the Group's achievements. We are equally grateful to our business partners, whose steadfast collaboration has played a vital role throughout this fifty-year journey. To our passengers, we extend our deepest thank for your trust - your support inspires us to keep striving for excellence. This collective commitment will remain the foundation upon which the Group continues to build its legacy of service to Hong Kong.

Wong Ling Sun, Vincent

Chairman

Hong Kong, 26 June 2025

6 AMS Public Transport Holdings Limited

AMS's objective is to propel the Group into a prominent market position by providing the public with reliable, safe and comfortable journeys, and hence maximising stakeholders' value.

The Group endeavors to achieve its objective by maintaining a team of management expertise which puts continuous effort in improving fleet productivity, efficiency and service quality, and carrying out stringent repair and maintenance programmes for the sake of safety.

• To enhance operational efficiency and service quality, the Group continued its efforts to propose route reorganisation plans to the Transport Department. During the year, the Group completed a series of route reorganisations involving 22 franchised PLB routes. The primary focus of these reorganisations was to adjust the fleet size for individual route packages and modify the service hours and frequencies of specific routes, as well as to introduce express routes to better meet passenger demand.

• As of 31 March 2025, the number of PLB routes operated by the Group increased to 73 (2024: 72), and the total number of PLBs also stayed constant at 354 (2024: 354). Additionally, the number of routes and fleet size for residents' buses continued to be 4 (2024: 4) and 7 (2024: 7), respectively.

• As of 31 March 2025, the Group's average fleet age was 8.3 years (2025: 7.7 years). Furthermore, as at 31 March 2025, the Group deployed 282 of the 19-seat PLBs (2024: 275), which accounted for approximately 80% of the Group's PLB fleet (2024: 78%).

• According to the transport figures published by the Transport Department, the total number of passenger journeys carried by public transport operators increased by 1.2%, while green minibus operators saw a rise of 2.2% for the year ended 31 March 2025. This growth reflects a gradual recovery in passenger demand as the local economy stabilises following disruptions such as the COVID-19 pandemic and economic downturns that previously hindered ridership.

Annual Report 2024/25 7

Management Discussion and Analysis

• With the increasing number of trained imported captains from Mainland China in the second half of the year, the captain shortage issue on several routes has been partially alleviated. As a result, the Group has been able to enhance its service frequency, leading to an overall increase in total mileage traveled of approximately 2.1%, reaching around 34.8 million kilometers (2024: 34.1 million kilometers). Additionally, through ongoing efforts to optimise existing resources and improve operational efficiency, the patronage of the Group's franchised PLB services rose by 0.9% to approximately 56.0 million compared to last year (2024: approximately 55.5 million).

• In an effort to alleviate the pressure from high fuel costs and rising staff expenses, the Group continued to submit fare increase applications. During the year, approval was granted to raise fares on 69 routes at rates ranging from 3.4% to 14.3% (2024: 9 routes at

rates ranging from 3.8% to 7.8%).

Consolidated results for the year

The Group recorded a profit for the year ended 31 March 2025, excluding the impact of the deficit on revaluation of PLB licences and provision for impairment of public bus licences, of HK$24,881,000, representing an increase of 2.1% compared to the previous year (2024: HK$24,378,000). While the Group's revenue for the year reached a historic high due to stable patronage and fare increases, the growth in gross profit was substantially offset by higher administrative expenses (primarily staff costs) and increased finance charges on lease liabilities which arose from a three-year minibus leasing agreement with connected parties to renew the Group's leasing arrangements.

The deficit on revaluation of PLB licences for the year fell approximately by 59.9% to HK$14,025,000 compared with last year (2024: HK$34,980,000). This substantial reduction reflects the slowing pace of PLB license devaluation throughout the reporting period. Consequently, the Group recorded a profit for the year ended 31 March 2025 of HK$8,396,000, a significant improvement compared to a loss of around HK$11,952,000 last year.

The details of the consolidated results are presented below:

8 AMS Public Transport Holdings Limited

Management Discussion and Analysis

• With the increase in patronage by 0.9%, coupled with the effect of fare increase, the revenue for the year increased accordingly by HK$21,343,000 or 5.4%, reaching a record high of HK$415,029,000 (2024: HK$393,686,000), as compared with last year.

• Other revenue and other net expense for the year dropped by HK$654,000 or around 7.0% to HK$8,745,000 (2024: HK$9,399,000). This decline

  is mainly attributable to lower interest income due to declining deposit rate and an increase in losses on the disposal of property, plant, and equipment by HK$333,000.

• Direct costs for the year were HK$338,570,000 (2024: HK$323,036,000), representing an increase of HK$15,534,000 or around 4.8% as compared with that for last year. The major direct costs of the Group were labour costs, depreciation of right-of-use assets in respect of leased PLBs, fuel costs and repair and maintenance costs, which altogether made up over 90% of the total direct costs. The major changes on the direct costs are as follows:

  • Fuel costs: The Group's fuel consumption for the year increased along with the rise in mileage travelled. The average unit prices of diesel decreased by 6.7%, while liquefied petroleum gas prices increased by 5.3%. As a result, the fuel costs for the year increased by HK$4,004,000 or 6.4% to HK$66,450,000 (2024: HK$62,446,000);

  • Labour costs: The Group implemented wage increases for captains to tackle the challenges associated with recruiting and retaining the captains, ensuring that competitive wages were provided to alleviate the impact of the labour shortage. As a result, the labour costs increased by HK$12,130,000 or approximately 8.1% to HK$161,951,000 (2024: HK$149,821,000) as

    compared with last year; and

  • Depreciation of the right-of-use assets in respect of the leased PLBs for the year slightly decreased by HK$964,000 or 1.5% to HK$62,738,000,

compared with last year (2024: HK$63,702,000) because a higher incremental borrowing rate was adopted when recognising the right-of-use assets, upon the renewal of the three-year minibus leasing agreement, that took effect from 1 October 2023.

• Administrative expenses for the year increased by HK$3,692,000 or 8.9% to HK$44,964,000 (2024:

  HK$41,272,000). This rise was primarily due to salary increases for administrative staff, higher administrative and training costs for imported captains from Mainland China, and increased one-off staff welfare expenses related to the celebration of the Group's 50th anniversary.

• The breakdown of finance costs for the year is as follows:

  Year ended 31 March
  	2025 HK$'000	2024 HK$'000
  Interest expenses
  on bank borrowings	3,461	4,256
  Finance charges
  on lease liabilities	6,282	4,513
  Total finance costs	9,743	8,769

  • The interest expenses on bank borrowings for the year decreased by HK$795,000 or around 18.7% to HK$3,461,000 (2024: HK$4,256,000),

    which was mainly due to the drop in both market borrowing rate and average outstanding bank loans balances during the year; and

  • The finance charges on lease liabilities for the year jumped by HK$1,769,000 or around 39.2% to HK$6,282,000 (2024: HK$4,513,000). This

  rise was primarily driven by higher average lease liability balances following the recognition of HK$184,197,000 in new lease liabilities on 1 October 2023, under a three-year minibus leasing agreement with connected parties to renew the Group's minibus leasing arrangement.

  Annual Report 2024/25 9

  
  
  

  Management Discussion and Analysis

• During the year, the income tax expense was HK$4,485,000 (2024: HK$4,164,000). Excluding 1)

  the non-deductible effect of deficit on revaluation of PLB licences and provision for impairment of public bus licences, 2) tax difference between actual lease payment and the depreciation on right-of-use assets and finance charge on lease liabilities, and 3) the effect of two-tiered profits tax rates, the effective tax rate for the year was 15.8% (2024: 15.7%). The Hong Kong profits tax rate applicable to the Group during the year remained at 16.5% (2024: 16.5%), except that a subsidiary was entitled to a profits tax rate cut to 8.25% for the first HK$2,000,000 assessable profit under the two-tiered profits tax rates regime introduced by the Hong Kong Government.

• As compared with last year, the fair value of PLB licence further dropped by HK$212,000 or approximately 25.0% to HK$638,000 per licence as at 31 March 2025 (2024: HK$850,000). Hence, the total carrying value of

PLB licences of the Group decreased accordingly to HK$42,075,000 (2024: HK$56,100,000). The deficit on

the revaluation of PLB licenses charged to the Group's consolidated income statement was reduced to HK$14,025,000 (2024: HK$34,980,000), indicating that the pace of devaluation has slowed compared to last year. Please also refer to note 18 to the consolidated financial statements for more information on the carrying amount of PLB licences.

According to the applicable accounting standards, the PLB licences are revaluated with reference to their market value at each reporting date. Nevertheless, instead of holding for investment purpose, all the PLB licences owned by the Group are for operational use. The accounting revaluation of the PLB licences should be considered separately because the volatility of their market value has no significant impact on the Group's core operation.

10 AMS Public Transport Holdings Limited

Management Discussion and Analysis

Notes:

1. The decrease in net cash from operating activities was primarily due to an increase in profits tax payments. The Group returned to profitability following the COVID-19 pandemic, leading to a corresponding rise in profits tax obligations.

2. The net cash used in investing activities for the year was mainly for the replacement of four aged PLBs, while that for last year was for motor vehicle purchase and the payment for office and building renovation.

3. Please also refer to the Consolidated Cash Flows Statement for the details.

Capital structure, liquidity and financial resources

Liquidity and financial resources

The Group's operations are mainly financed by proceeds from its operations. The Group carefully assesses and monitors its liquidity to ensure that it has sufficient cash and standby bank facilities to meet its daily operational needs.

The total amount of the current liabilities of the Group increased by 14.7% to HK $120,409,000 (2024: HK$105,018,000) as at 31 March 2025, which was primarily due to a term loan amounting to HK$14,500,000 becoming due in the coming year.

Meanwhile, the current assets increased by 17.6% to HK$77,180,000 (2024: HK$65,641,000) compared with last year end, which was mainly attributable to the increase in bank balances and cash by HK$9,850,000 or 17.3% to HK$66,900,000 (2024: HK$57,050,000) as at 31 March

2025. As a result, the net current liabilities of the Group was HK$43,229,000 (2024: HK$39,377,000) as at 31 March

2025. The current ratio (current assets/current liabilities) was

0.64 times (2024: 0.63 times), stood at similar level as last year.

All of the bank balances and cash as at 31 March 2025 and 31 March 2024 were denominated in Hong Kong dollars. Please refer to the "Cash Flow" section above for the change of the bank balances and cash for the year.

As at 31 March 2025, the Group had banking facilities totalling HK$171,033,000 (2024: HK$180,307,000) of which HK$103,733,000 (2024: HK$113,007,000) was utilised.

Bank borrowings

No new borrowing was initiated during the year. Owing to the scheduled repayments, the balance of total bank borrowings of the Group decreased by HK$9,274,000 or around 8.2% to HK$103,733,000 as at 31 March 2025 (2024: HK$113,007,000).

The maturity profiles of the bank borrowings are as follows:

The gearing ratio (defined as total bank borrowings less bank balances and cash/shareholders' equity) of the Group as at 31 March 2025 reduced to 100.4% (2024: 143.5%). This reduction was primarily driven by stronger cash and bank balances alongside reducing bank loan balances.

Annual Report 2024/25 11

Management Discussion and Analysis

Dividend and dividend policy

Having carefully considered the factors listed below in the Company's dividend policy and the Group's operational results excluding the accounting impact of PLB licence revaluation deficit, the Board recommended a final dividend of HK3.0 cents per ordinary share (2024: Nil) and a special dividend of HK1.0 cent per ordinary share (2024: HK4.0 cents), totaling HK$10,877,000 for the year ended 31 March 2025 (2024: HK$10,877,000). The final and special dividends recommended are intended to be paid out of the share premium account pursuant to the memorandum and articles of association of the Company (the "Articles").

The Company is committed to providing stable and sustainable returns to the shareholders of the Company. Meanwhile, the Company also needs to maintain sufficient working capital for the daily operations and future growth of the Group. Therefore, the Board shall take into account the following factors when considering the declaration of dividends:

1. The Group's current and expected financial performance;

2. the Group's expected working capital requirements, capital expenditure and future expansion plans;

3. retained earnings and distributable reserves of the Company;

4. the liquidity of the Group;

5. the general economic conditions and other internal or external factors that may have an impact on the business or financial performance and position of the Group; and

6. any other factors that the Board considers as relevant.

The declaration and the amount of dividends of the Company are also subject to restrictions under the Company Law of the Cayman Islands and the Articles. There is no guarantee that any particular amount of dividends will be distributed for any specific periods.

Pledge of assets

The Group has pledged certain assets to secure the banking facilities obtained. Details of the pledged assets as at year end are as follows:

Capital expenditure and commitment

Capital expenditure incurred for the year is as below:

The capital expenditure for property, plant and equipment for the year was HK$3,687,000 (2024: HK$3,495,000), which was mainly for the replacement of four aged PLBs and was mainly financed by proceeds from operations.

The significant amount of the right-of-use assets recognised for the last year represented the leases of 283 PLBs recognised upon the renewal of the minibus leasing agreement with the connected parties with effect from 1 October 2023.

The capital commitment of the Group was HK$43,000 as at 31 March 2025 (2024: HK$366,000).

12 AMS Public Transport Holdings Limited

Management Discussion and Analysis

Credit risk management

The income of the franchised PLB operation of the Group is either received in cash or collected via Octopus Cards Limited or AlipayHK and remitted to the Group on the next business day. Also, the Group does not provide guarantees to any third parties which would expose the Group to credit risk. The Group is therefore not exposed to any significant credit risk.

Foreign currency risk management

The Group is not exposed to significant foreign exchange risk as the majority of income and expenditures of its operating activities, monetary assets and liabilities are denominated in Hong Kong dollars.

Interest rate risk management

The Group's interest rate risk arises primarily from its bank balances, bank borrowings and lease liabilities. All bank borrowings as at 31 March 2025 were denominated in Hong Kong dollars and on a floating interest rate basis. The practice effectively eliminates the currency risk and the management is of the view that the Group is not subject to significant interest rate risk. Finance costs accounted for around 2.4% (2024: 2.3%) of the total costs of the Group (excluding the deficit on revaluation of PLB licences and provision for impairment of public bus licences) for the reporting year. Any reasonably possible changes in the market interest rates would not bring significant impact to the Group.

Fuel price risk

The Group is exposed to fuel price risk. The fluctuations in the fuel prices could be significant to the operations of the Group. However, having carefully evaluated the market conditions, the Group's internal resources and the possible outcomes of entering into hedging derivatives, the Board concluded that entering into hedging contracts might not necessarily be an effective tool to manage the fuel price risk. Therefore, the Group did not have any hedging policies over its anticipated fuel consumption during the years ended 31 March 2025 and 31 March 2024. The management will continue to closely monitor the changes in market conditions.

Contingent liabilities

The Group did not have any material contingent liabilities as at 31 March 2025 and 31 March 2024.

Material acquisitions and disposals

The Group did not have any material acquisitions or disposals of subsidiaries, associates and joint ventures during the year ended 31 March 2025 (2024: Nil).

Employees and remuneration policies

Since the minibus industry is labour intensive in nature, staff costs accounted for a substantial part of the total operating costs of the Group. Apart from the basic remuneration, double pay and/or discretionary bonus are granted to eligible employees taking into account the Group's performance and individual's contributions. Other benefits including share option scheme, retirement plan and training schemes are also provided to the staff members. The total amount of employee benefit expenses incurred for the year was HK$208,638,000 (2024: HK$195,951,000), representing approximately 52.3% (2024: 51.7%) of the total costs (excluding the deficit on revaluation of PLB licences and provision for impairment of public bus licences). For the headcount of the Group and the share option scheme, please refer to the Environmental, Social and Governance Report and the Directors' Report of this annual report.

Annual Report 2024/25 13

Governance Structure

The Board believes that an effective Environmental, Social and Governance ("ESG") strategy is one that should be aligned with and incorporated into the Group's long-term business strategy. Therefore, the Board retains primary oversight for sustainability strategy, risk control and reporting framework at the full board level. The Board has overall responsibility for the Group's ESG strategy, controls and reporting.

For better embedding ESG factors into the overall business strategy, governance and internal controls, the Group has integrated important ESG risks into the Group's existing risk management and internal control systems. The management is responsible for designing and maintaining an appropriate and effective risk management (including ESG risks) and internal control systems of the Group. The Chief Executive Officer ("CEO"), representing the management, is responsible for providing annual confirmation to the Board of the effectiveness of these systems. For details, please refer to the section "Risk management, internal control and internal audit" of the Corporate Governance Report.

In addition, the Board and the management monitor and review the ESG goals and targets, as well as the risk levels of various issues by making reference to the Risk Key Performance Indicator ("Risk KPI") report which summarises the Group's major risks identified by the management and is submitted to the Board and Audit Committee twice a year. The Risk KPI report provides a comprehensive profile of the major risks (including the ESG risks) for the Board and management to monitor changes in the levels of risk exposure and contribute to the early warning signs that enable the Group to report risks, prevent crises and mitigate them in time.

Reporting Standard, Principles and Boundary

The Group presents this ESG Report for the year ended 31 March 2025 ("Report") in accordance with Appendix C2 - Environmental, Social and Governance Reporting Guide ("ESG Reporting Guide") of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (the "Listing Rules"). This Report covers the Group's principal business of provision of franchised PLB and residents' bus transportation services in Hong Kong. There are no significant changes in the reporting scope of this Report compared with that of last year.

During the preparation of this Report, the management carried out internal assessment on the materiality and relevance of the ESG issues on the Group's business. To better understand the views and expectation of the Group's stakeholders, the Group also identified its key stakeholders according to the impact the Group's business had on them, as well as the influence they had on the Group's business and they were engaged on an ongoing basic to provide their comprehensive assessments, through face-to-face interviews and responding to questionnaires, on the materiality and relevance of the general disclosures and Risk KPIs of various ESG issues in respect of the Group's franchised PLB and residents' bus transportation services in Hong Kong. The key stakeholders participated in the external assessment included but not limited to passengers, employees, shareholders, suppliers, contractors and local community organisations.

As a result of the internal and external assessments, this Report summarises the Group's key ESG performance in the following four areas that have significant impact and contributions to the sustainability of the principal business:

i) Environmental protection; ii) Operating practices; iii) Employment practices and iv) Serving the community. The Group will regularly seek for stakeholders' participation in the materiality and relevance assessment of the ESG aspects in the future.

Unless otherwise stated, the methods and KPIs used in this ESG report are consistent with those disclosed last year.

The Group is dedicated to protecting the environment and promoting sustainable development for the betterment of our next generation.

Roadside vehicle emission is one of the major sources of air pollution in Hong Kong. As a road transport operator, the Group is aware of the impact of its operations to the air quality, the environment and the public. Apart from monitoring its direct and indirect impact on the environment, the Group also strictly complies with the environmental protection policy of the Government. Below are the Group's approaches to minimise the impact of its operations to the environment:

14 AMS Public Transport Holdings Limited

Environmental, Social and Governance Report

Air and greenhouse gas ("GHG") emissions

• Fuel is the major natural source that the daily operations of the Group heavily relied on. The Group pro-actively seeks ways to minimise the use of fuel and hence the greenhouse gas emission. For the quality of the fuel consumed, the Group relies on fuel filling stations in Hong Kong to supply diesel and LPG to the fleet. The diesel available in the fuel-filling stations is Euro V diesel. LPG is a clean fuel in terms of lesser emissions of greenhouse gas (i.e. carbon dioxides) and air pollutants, namely respirable suspended particulates (RSP), sulphur dioxide (SO2) and nitrogen oxides (NOX). In order to try its best endeavor to improve the roadside air quality of the city, the Group keeps monitoring the average fleet age annually. As at 31 March 2025, the Group's fleet was made up of 304 LPG minibuses (2024: 311) and 50

  diesel minibuses (2024: 43), representing around 85.9% and 14.1% of the fleet respectively. The increase in the number of diesel minibuses as the supply of brand-new LPG PLBs are no longer available in the market, leaving diesel minibuses as the only replacement option. While the management remains open to adopting electric minibuses, the current models available do not meet the Group's operational needs, and charging infrastructure remains a significant challenge.

• The GHG emissions intensity from direct sources this year was slightly higher by 1.0% compared to last year. This increase was mainly due to the increased use of 19-seat Euro VI diesel minibuses, which comply with the latest EU emission standards, as replacements following the discontinuation of the production of LPG PLBs. The Group remains committed to its goal of maintaining or reducing GHG emissions intensity in the coming year. To further improve roadside air quality and align with the Government's environmental protection policies, management will continue exploring eco-friendly minibus options that meet the most stringent exhaust emission standards, minimising environmental impact.

  Use of resources

• The major resources used by the PLB operation of the Group are fuel and electricity. Fuel is the source of energy used by the fleet. Electricity is mainly used in the administrative office, R&M centers and depots.

• The energy consumption intensity of the Group for the year was higher than that of last year by 1.1%. The Group remains committed to its target of maintaining (or lowering) the energy consumption intensity next year by continuously adopting the following measures of reducing use of energy:

• Regular maintenance: The comprehensive maintenance programs of the Group keeps the engines at good condition which would maintain the effectiveness of the emissions systems of the minibuses. Also, the repairing technicians and frontline operational staff always stay alert to the emissions of the minibuses and send the minibuses to R&M centers for checking and repairing whenever suspected sub-standard of emissions is noted.

• The Group enhances its operational efficiency by periodically reviewing and revising its routes and services to minimise fuel consumption. Additionally, the Group has implemented a mileage-based oil change program to reduce fuel usage. To improve air quality, our captains are required to strictly adhere to the legal requirements of the idling engine ban.

• Apart from the above operational practices, the Group also promotes a "Green" concept in the administrative office. Staff members are encouraged to minimise paper, water and electricity consumption, reuse and recycle used papers and change to paperless work practice where possible. Green plants are also grown in different corners of the office to offer greenery environment to the staff.

• Starting from financial year 2018/19, the Group offers the arrangement of election of language and means of receipts of corporate communications to its shareholders for the sake of environmental protection. Shareholders may elect to receive the corporate communication documents from the Group in electronic copies. With effect from January 2025, the Group follows the paperless listing regime of the Stock Exchange that only notification letters of publication of the corporate communications will be sent to Shareholders by email or by post (only if the Company does not possess a functional email address of a shareholder) on the date the corporate communications are published on the websites unless a shareholder requesting printed copies in writing. This arrangement will further reduce the usage of papers.

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Environmental, Social and Governance Report

Hazardous and non-hazardous wastes

• Hazardous waste: The hazardous waste arising from the R&M centers are waste batteries, spent oil filters and waste lubricant. The R&M centers have registered as chemical waste producers in accordance with the relevant statutory requirements in Hong Kong. The wastes are packaged, labelled and stored properly before disposal. They are collected by the licensed collectors and sent to the licensed chemical waste disposal site for disposal.

• Non-hazardous waste: Tyres are the major non-hazardous waste disposed by the Group. The scrapped tyres of the Group were collected by the agents for recycling into various products. The waste water produced in the R&M centers is filtered in the sand traps before being discharged into the public drainage system. Waste metals are produced during the R&M process and when the aged vehicles are scrapped. The waste metals are collected by the waste collectors for recycling. The amount of waste metal for the year reduced significantly compared with last year because no old vehicle was scrapped during the year. The Group scrapped eight old vehicles during last year as a result of its vehicle replacement plan.

• By implementing comprehensive vehicle R&M program and engaging licensed chemical waste disposal agents, the Group was generally in compliance with Road Traffic (Construction and Maintenance of Vehicles) Regulations, Motor Vehicle Idling (Fixed Penalty) Ordinance, Waste Disposal Ordinance, Air Pollution Control Ordinance and Air Pollution Control (Air Pollutant Emission) (Controlled Vehicles) Regulation of Hong Kong in relation to air emission and disposal of hazardous waste during the year.

• The hazardous intensity for the year was around 2.2% higher than last year. Meanwhile, the non-hazardous intensity for the year slightly decreased by 1.6% compared with last year. The Group remains its targets of maintaining (or lowering) the hazardous and non-hazardous intensity next year by improving the R&M program and providing training to captain and technician as so to enhance their knowledge in mechanical maintenance.

Climate change

Climate change affects all regions around the world. In some regions, extreme weather events and rainfall are becoming more common while others are experiencing more extreme heat waves and droughts. In Hong Kong, the climate change impacts to the Group's PLB and residents' bus operations are mainly typhoon, heavy rainstorms and flooding. The Group's operations may temporarily be interrupted by the extreme weather events but usually will resume to normal within a few days. The climate-related physical risk to the Group is not significant but the management would close monitor the weather and flooding condition whenever extreme weather events occur so as to minimise harm or loss may cause to the employees, passengers and properties of the Group.

To cope with the impact of climate change, the Hong Kong Government has set targets for achieving carbon neutrality in and before 2050. As a franchised PLB passenger service operator in Hong Kong, the Group would closely follow the policy set by the Government to achieve the carbon neutrality target.

1 The emission factors above are based on "The Hong Kong Environmental Protection Department's EMFAC-HK Vehicle Emission Calculation model".

2 The GHG emission factors were obtained from the "Appendix 2: Reporting Guidance on Environmental KPIs" published by the Stock Exchange.

3 The emission factors of GHG emissions due to electricity consumption were obtained from CLP ESG Databook 2024 of CLP Power Hong Kong and the latest sustainability report of HK Electric Investments Limited.

16 AMS Public Transport Holdings Limited

Environmental, Social and Governance Report

Safety awareness

Safety of the passengers and employees is the primary concern of the Group. As a responsible public transport service provider, the management believes that safety is the cornerstone to business success. The Group is committed to providing safe, comfortable and reliable journeys to our passengers and protecting the captains and other staff members from occupational hazards. The safety of its operations is enhanced by ways of continuous training and education, regular checks and comprehensive R&M programmes. These programmes were designed to minimise the occurrence of accidents as we are committed to maintaining a low accident rate.

Below are the Group's approaches to improve the safety performance of all aspects of our business:

Notes:

4 In view of the business nature of the Group, total amount of packaging material used for finished products are not presented because it is irrelevant;

5 There is no issue in sourcing water that is fit for the purpose during the daily operations of the Group;

6 The amount of energy consumption intensity is calculated by dividing the total amount of energy consumption by the total distance traveled by the franchised PLB and residents' bus operation (in million km) for the year; and

7 The amount of hazardous and non-hazardous waste intensity calculated by dividing the total amount of hazardous and non-hazardous waste by the total distance traveled by the franchised PLB and residents' bus operation (in million km) for the year respectively.

• The Group organised trainings on road safety throughout the year, some were conducted by the Hong Kong Police Force (Traffic), which helped to raise safety and risk awareness and improve work practices of our staff. Additional comprehensive trainings were further provided to the Mainland Chinese captains for them to adapt to local traffic regulations and practices as soon as possible;

• To enforce safety guidelines and cultivate a professional and responsible driving attitude among captains, the Group has adopted stringent Code of Conduct and captains' guidelines, conducted spot checks and arranged inspection personnel disguised as passengers to make timely reports for any misbehaviour of the captains;

• To check the validity of the captains' driving licences half-yearly. Also, the Group tries to make sure the captains are physically fit for driving by requesting all captains to return their health condition declarations annually. Also, captains with sick leave or traffic accidents records are scrutinised so that the front-line management personnel can pay special attention to the latest health condition of the relevant captains and make appropriate arrangements as early as possible under appropriate circumstances, so as to minimise the chance of occurrence of traffic accidents caused by captain health problems;

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Environmental, Social and Governance Report

• To enhance operational safety, the operations team conducts regular independent inspections of vehicle components including tyre tread depth, seatbelt conditions, fire extinguishers, and speed control systems. These checks are performed by a dedicated team separate from the maintenance and operations staff to ensure impartial oversight. A specialised parking brake alert system designed for automatic transmission minibuses is currently being tested. This system actively reminds captains to engage the parking brake when the vehicle is stationary, addressing a critical safety consideration;

• Tips to passengers are posted at prominent locations inside the minibuses to remind the passengers of the safety on board;

• Implementing the plans for replacing aged minibuses would minimise the chance of mechanical breakdown; and

• The Group has implemented comprehensive maintenance programmes to ensure proper checks and maintenance of the vehicles. In order to ensure the quality and effectiveness of the repairing process, the Group has put great efforts into the computerisation of the repairing management system in recent years. The Group has been rewarded the ISO 9001 quality management system certification for its dedication to enhance its R&M centers since January 2011, making the Group the first franchised PLB operator in Hong Kong having such a prestigious accreditation. The R&M centers of the Group also have registered under the Voluntary Registration Scheme for Vehicle Mechanics launched by the Government, under which the participating vehicle maintenance workshops should pledge to operate at a quality level not lower than that specified in the Practice Guidelines for Vehicle Maintenance Workshops in terms of the technical, environmental, safety, staff training, service and documentation requirements.

Apart from enhancing the new captains' safety awareness by strengthening their orientation training, the management also sought to lower the accident rate by strengthening the R&M programmes. The average accident rate was 3.4 per million km for the year ended 31 March 2025 (2024: 3.4 per million km). The number of service related complaints received per million km for the year was 53.4 (2024: 40.0). When complaints are referred by the Transport Department, the operations team members would investigate the cases by checking the service logs, CCTVs (as the case maybe) or/and enquiring the employees being complained and other relevant personnel. All complaints would be responded in written form within one to two weeks.

During the year, the Group was strictly in compliance with the relevant rules of Road Traffic Ordinance of Hong Kong in relation to safety equipment, registration, licensing, construction and maintenance of vehicles.

Supply chain management

The Group engages suppliers mainly for the leasing of PLBs and the procurement of fuel, vehicles parts and repairing services. The number of suppliers of the Group for the year ended 31 March 2025 was 83 (2024: 88). All suppliers engaged by the Group are located in Hong Kong.

The Group launched procurement guidelines in 2009 aiming to ensure that the products and services procured by the Group are carried out under the principle of fair competition and to improve the transparency and accountability of the Group's procurement process. Moreover, to ensure the service quality of the franchised PLBs operations, the Group selects only those suppliers with satisfactory record of products and service quality and on-time delivery. The suppliers are also asked to follow the Group's Code of Practice for Suppliers, which requires the suppliers to ensure that the relevant laws and regulations in environmental protection and safety in relation to the products and services provided are properly complied with. The staff members responsible for procurement may request the suppliers to provide licences or certificates to ensure the validity and legitimacy of the products and services.

In order to further improve the sustainable development in the supply chain of the Group, the Group has established a Code of Practice for Suppliers, with aims to elaborate and explain the Group's views and standards in the areas of ethics, human and labour rights, health and safety, environment protection and climate change action to the suppliers. Majority of the suppliers have been provided with the Code of Practice for Suppliers, as well as the Group's Code of Conduct and Whistle-blowing Policy. Throughout the procurement process, the responsible staff members follow the procurement guideline and monitor if the suppliers have any news or track records on supplying goods or service which may not be in compliance with any laws and regulations or not conform with the value and standards laid in the Code of Practice of Supplier and the Code of Conduct of the Group. The number of suppliers required to follow the Code of Practice for Suppliers of the Group for the year was 75 (2024: 82).

18 AMS Public Transport Holdings Limited

Environmental, Social and Governance Report

Anti-corruption

The Group recognises the importance of carrying out business activities with integrity and believes an effective anti-corruption mechanism is the key of the sustainability and long-term growth of the Group. The Code of Conduct and the procurement guidelines of the Group provide clear guidelines to the employees on how to conduct business in a fair, ethical and legal manner and to avoid corruption in any form (as defined by the Prevention of Bribery Ordinance of Hong Kong). The Group's Code of Conduct and also Code of Practice for Suppliers also requires the employees and suppliers to avoid any conflict of interest (where personal interests conflict with the interests of the Group), to declare any conflict of interest and not to abuse their positions or powers in the Group to seek personal benefits. Gambling activities are strictly prohibited during the working hours and in any workplace. Employees are also not allowed to accept any loan from any person who has a business or business relationship with the Group, except the borrowings from licensed banks or financial institutions.

The Board has established a whistle blowing policy to provide reporting channels for the employees to report possible improper or corruptive practices encountered in their workplace. Reportable matters include but are not limited to breach of laws, rules and regulations, unlawful or inappropriate or fraudulent conduct involving internal control, accounting or financial matters, acts that endanger personal health and safety, and improper conduct or unethical conduct that may prejudice the reputation of the Group.

During the year, the Group had provided an anti-corruption training to the employees who are responsible for administrative function of the Group. There was no concluded legal cases regarding corrupt practices brought against the Group or its employees during the year (2024: Nil).

Data and Privacy Protection

For safety and security purposes, some of the PLBs are equipped with CCTV cameras. Notices to passengers are posted inside the PLB compartments to inform the passengers that the CCTV system is in function. Only authorised staff members are allowed to access and view the CCTV recordings. Unless investigation is in progress, the recordings are erased automatically after 15 days. The Group did not receive any complaints concerning privacy issues during the year ended 31 March 2025 (2024: Nil).

The minibus industry is labour-intensive in nature. The Group considers its employees as its greatest assets.

As at 31 March 2025, the Group had 1,275 employees in total (2024: 1,183), of which around 90.4% were recruited locally in Hong Kong and the remainder from Mainland China. The Group adheres to the principle of open and fair competition when recruiting employees. The recruitment criteria are based on individual merits, education background, skill and past experience of the candidates and their suitability to the job position. The Group has adopted a board diversity policy since 2013 and is committed to eliminating discrimination in employment against race, gender, age, religion, marital and family status. Employment of illegal workers, child labour and forced labour are strictly prohibited. Candidates are required to provide identity proof to ensure their age and their eligibility of working in Hong Kong.

The Group's remuneration policy is to offer sufficient remuneration to attract, retain and motivate staff of suitable calibre to contribute their talents to the business. The remuneration packages of the employees include basic salaries, double pay and bonuses, annual leave, travelling and housing allowance, which are determined with reference to a number of factors including employees' educational and professional background, experience, job duties and the remuneration of similar job in the industry. The level of remunerations is reviewed annually by reference to the market conditions and individual merits. The sick leave, maternity leave and paternity leave policy of the Group is based on the standard rules set out in the Employment Ordinance of Hong Kong. During the year, the Group was generally in compliance with the relevant labour laws in Hong Kong in respect of working hours, rest periods, mandatory provident funds contributions, benefits and welfare, anti-discrimination and minimum wages requirements.

Annual Report 2024/25 19

Environmental, Social and Governance Report

20 AMS Public Transport Holdings Limited

Environmental, Social and Governance Report

The Group places great value on corporate citizenship and social responsibility. Over the years, the Group has sponsored various activities organised by different district groups and charities. In addition to financial assistance, the Group and its staff members have participated in various community services. The activities that the Group sponsored or participated through its employees and volunteer team included Southern District's Road Safety Campaign and conducting home visits to the elderly living alone, elderly couples, or long-term patients in the Southern District and providing winter supplies to them. During the year, the Group continued to be nominated by Aberdeen Kai-fong Welfare Association Social Service Centre and was awarded as a "Caring Company" by The Hong Kong Council of Social Service in recognition of its contributions to community involvement programmes.

The Group also continues its support to the community through expanding the coverage of its GMB-GMB Interchange (GGI) schemes, offering fare concessions to passengers traveling on long journeys on specific routes. We also join hands with the MTR and The Kowloon Motor Bus Co. (1933) Limited to offer Interchange fare concession to passengers.

Moreover, all GMB routes under the Group participate in the Government's $2 Scheme and three residents' bus routes participate in the Public Transport Fare Subsidy Scheme. Our operation team maintains close communication with district and resident representatives and responds proactively to passenger needs.

To support the operations and activities of various organisations, the Group contributed donation and sponsorship amounting to HK$502,000 during the year (2024: HK$545,000), of which around 59% was for supporting the sport and recreational activities and communities in Southern District.

Annual Report 2024/25 21

Environmental, Social and Governance Report

KPI A1.1 The types of emissions and respective emissions data. P. 16

KPI A1.3 Total hazardous waste produced and intensity. P. 17

KPI A1.5 Description of emission target(s) set and steps taken to achieve them. P. 15

A2:

Use of Resources

General Disclosure Policies on the efficient use of resources, including energy, water and other raw materials.

P. 15

KPI A2.2 Water consumption in total and intensity. N/A

KPI A2.4 Description of whether there is any issue in sourcing water that is fit for purpose, water efficiency target(s) set and steps taken to achieve them.

N/A

A3:

The Environment and Natural Resources

General Disclosure Policies on minimising the issuer's significant impacts on the environment and natural resources.

P. 15

A4:

Climate Change

General Disclosure Policies on identification and mitigation of significant climate-related issues which have impacted, and those which may impact, the issuer.

P. 16

22 AMS Public Transport Holdings Limited

KPI A1.2

Direct (Scope 1) and energy indirect (Scope 2) greenhouse gas

emissions in total and intensity.

P. 16

KPI A1.6

Description of how hazardous and non-hazardous wastes are handled, and a description of reduction target(s) set and steps taken to achieve

them.

P. 16

KPI A2.3

Description of energy use efficiency target(s) set and steps taken to

achieve them.

P. 15

KPI A3.1

Description of the significant impacts of activities on the environment

and natural resources and the actions taken to manage them.

P. 15

KPI A4.1

Description of the significant climate-related issues which have impacted, and those which may impact the issuer, and the actions

taken to manage them.

P. 16

Environmental, Social and Governance Report

B1: Employment General Disclosure Information on:

1. the policies; and

2. compliance with relevant laws and regulations that have a significant impact on the issuer

relating to compensation and dismissal, recruitment and promotion, working hours, rest periods, equal opportunity, diversity, anti-discrimination, and other benefits and welfare.

P. 19-20

KPI B1.2 Employee turnover rate by gender, age group and geographical region. P. 20

KPI B2.1 Number and rate of work-related fatalities occurred in each of the past three years including the reporting year.

P. 21

KPI B2.3 Description of occupational health and safety measures adopted, and how they are implemented and monitored.

P. 17-18

KPI B3.1 The percentage of employees trained by gender and employee category.

P. 21

B4:

Labour Standards

General Disclosure Information on:

1. the policies; and

2. compliance with relevant laws and regulations that have a significant impact on the issuer

relating to preventing child and forced labour.

P. 19

KPI B4.2 Description of steps taken to eliminate such practices when discovered. N/A

KPI B5.1 Number of suppliers by geographical region. P. 18

KPI B5.3 Description of practices used to identify environmental and social risks along the supply chain, and how they are implemented and monitored.

P. 18

Annual Report 2024/25 23

Aspects

General Disclosures

and KPIs Description

Page No.

Subject Area B - Social

Employment and Labour Practices

KPI B1.1

Total workforce by gender, employment type, age group and

geographical region.

P. 20

B2: General Disclosure

Health and Safety

Information on:

1. the policies; and

2. compliance with relevant laws and regulations that have a significant impact on the issuer

relating to providing a safe working environment and protecting

employees from occupational hazards.

P. 17-18

B3:

Development and Training

General Disclosure

Policies on improving employees' knowledge and skills for discharging

duties at work. Description of training activities.

P. 17, 20

KPI B3.2

The average training hours completed per employee by gender and

employee category.

P. 21

KPI B4.1

Description of measures to review employment practices to avoid child

and forced labour.

N/A

B5:

Supply Chain Management

General Disclosure

Policies on managing environmental and social risks of the supply

chain.

P. 18

KPI B5.2

Description of practices relating to engaging suppliers, number of suppliers where the practices are being implemented, how they are

implemented and monitored.

P. 18

KPI B5.4

Description of practices used to promote environmentally preferable products and services when selecting suppliers, and how they are

implemented and monitored.

P. 18

Environmental, Social and Governance Report

B6:

Product Responsibility

General Disclosure Information on:

1. the policies; and

2. compliance with relevant laws and regulations that have a significant impact on the issuer

relating to health and safety, advertising, labelling and privacy matters relating to products and services provided and methods of redress.

P. 17-19

KPI B6.2 Number of products and service related complaints received and how they are dealt with.

P. 18

KPI B6.4 Description of quality assurance process and recall procedures. N/A

B7:

Anti-corruption

General Disclosure Information on:

1. the policies; and

2. compliance with relevant laws and regulations that have a significant impact on the issuer

relating to bribery, extortion, fraud and money laundering.

P. 19

KPI B7.2 Description of preventive measures and whistle-blowing procedures, how they are implemented and monitored.

P. 19

B8:

Community Investment

General Disclosure Policies on community engagement to understand the needs of the communities where the issuer operates and to ensure its activities take into consideration the communities' interests.

P. 21

KPI B8.2 Resources contributed to the focus area. P. 21

Note: "N/A" means with regard to the business nature of the Group, the disclosure is immaterial or irrelevant. Thus, the disclosure or KPI is not available.

24 AMS Public Transport Holdings Limited

Aspects

General Disclosures

and KPIs Description

Page No.

KPI B6.1

Percentage of total products sold or shipped subject to recalls for

safety and health reasons.

N/A

KPI B6.3

Description of practices relating to observing and protecting intellectual

property rights.

N/A

KPI B6.5

Description of consumer data protection and privacy policies, how they

are implemented and monitored.

P. 19

KPI B7.1

Number of concluded legal cases regarding corrupt practices brought against the issuer or its employees during the reporting period and the

outcomes of the cases.

P. 19

The Company is dedicated to ensuring that its business activities and other affairs are conducted in accordance with good corporate governance practices. The Board believes that good corporate governance practices facilitate effective management and healthy corporate culture, which are the keys to running a successful and sustainable business. In the opinion of the Board, a high standard of corporate governance and practices should emphasise sound risk management, internal controls, accountability and transparency, which will protect the interests of the shareholders and maximise shareholders values.

The Company is committed to devoting considerable effort to identify and formalise best practice of corporate governance. The Company has applied the principles of the Appendix C1 "Corporate Governance Code" (the "Code") of the Listing Rules and set up corporate governance practices to meet all code provisions and some of the recommended best practices in the Code.

During the year, the Company has met all the code provisions of the Code. Also, the Board has met some of the recommended best practices set out in the Code, they are: 1) the Board conducts evaluation of its performance annually and 2) the Board has received a confirmation from management on the effectiveness of the Group's risk management and internal control systems.

Composition of the Board

The Board is chaired by Mr. Wong Ling Sun, Vincent (the "Chairman"). The Board comprises four Executive Directors, one Non-Executive Director and three Independent Non-Executive Directors. Four board committees, namely Executive Committee, Remuneration Committee, Audit Committee and Nomination Committee, are appointed by the Board to oversee different areas of the Group's affairs. The respective responsibilities of the Board and the board committees are discussed in this report.

The Board sets the Group's overall objectives and strategies, monitors and evaluates its operating and financial performance and reviews the corporate governance standard of the Company. It also decides on matters such as annual and interim results, material or connected transactions, director appointments or re-appointments, dividends and accounting policies. The Board has delegated the authority of and responsibility for implementing the Group's business strategies and managing the daily operations of the Group's businesses to the Executive Committee. The Executive Committee comprises the four Executive Directors and is fully accountable to the Board.

The Directors and the membership of each of the board committees as at the date of this annual report are as follows:

Notes: "C" means the chairman of the relevant board committee "M" means a member of the relevant board committee

Ms. Wong Wai Man, Vivian, the Non-Executive Director, does not participate in the above Board committees

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Corporate Governance Report

All Independent Non-Executive Directors, whose designations as Independent Non-Executive Directors are identified in all corporate communications of the Company, bring a variety of experience and expertise to the Group and at least one of the three Independent Non-Executive Directors has appropriate professional qualifications or accounting or related financial management expertise. The Independent Non-Executive Directors participate in Board meetings to bring an independent judgement on the issues arising in the meetings and monitor the Group's performance in achieving the corporate goals and objectives. The Company maintains appropriate directors' and officers' liabilities insurance.

The Board members have no financial, business, family or other material/relevant relationships with each other save that (1) Ms. Ng Sui Chun is the mother of the Chairman, Ms. Wong Wai Sum, Maya and Ms. Wong Wai Man, Vivian; and

(2) Ms. Wong Wai Sum, Maya and Ms. Wong Wai Man, Vivian are the siblings of the Chairman. When the Board considers any proposal or transaction in which a Director or any of his/ her associate(s) has an interest, such Director declares his/ her interest and is required to abstain from voting. If a Director has conflict of interests in a matter to be considered by the Board which the Board has determined to be material, the matter must be dealt with by a physical Board meeting rather than a written resolution.

Each of the Independent Non-Executive Directors has confirmed in writing his/her independence from the Company in accordance with the guidelines on director independence in the Listing Rules. On this basis, the Company considers all Independent Non-Executive Directors to be independent. All Directors disclosed to the Board on their first appointment their interests as Director or otherwise in other public companies or organisations and other significant commitments. Such declarations of interests and the respective time commitment are updated semi-annually and reported to the Company when there is any significant change.

The Board reviews its composition regularly to ensure that it has the appropriate balance of expertise, skills, experience and diversity of perspectives to continue to effectively oversee the business of the Group. Given the composition of the Board and the skills, knowledge and expertise that each Director exercises in his/her deliberations, the Board believes that it is appropriately structured to provide sufficient checks and balances to protect the interests of the Group and the shareholders.

All Directors are encouraged to participate in continuous professional development and the Company is responsible for the costs of such trainings. Directors are required to provide a record of the training they received to the Company annually. The participation by Directors in the continuous professional development with appropriate emphasis on duties of a Director of a listed company and corporate governance matters during the year ended 31 March 2025 is as follows:

* including physical attendance or by webcast

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Corporate Governance Report

Board independence

Independent Non-Executive Directors provide an independent perspective to the Board, which can help ensure that decisions are made objectively and in the best interests of the Company. They also act as a check and balance to the Executive Directors by giving constructive challenge to management.

During the year, the Board reviewed and considered that the following key features or mechanisms under Group's governance structure are effective in ensuring that independent views and input are available to the Board:

Annual Report 2024/25 27

Corporate Governance Report

Board Meetings

Regular Board meetings are held at least four times a year at approximately quarterly intervals and are scheduled in advance to facilitate the fullest possible attendance. Additional meetings may be called if necessary. The company secretary of the Company (the "Company Secretary") assists the Chairman in setting the agenda of Board meetings. Notices of regular Board meetings, including the proposed agenda, are sent to the Directors at least 14 days before the meeting date and each Director is invited to present any businesses that he/she wishes to discuss or propose at such meetings. Finalised agenda and Board papers are normally circulated to all Directors six days before the regular Board meetings to ensure timely access to relevant information. All Directors are supplied with adequate and sufficient information to enable them to make well-informed decisions and they are free to access the senior management of the Group to make further enquiries. The CEO and the senior management are obligated to respond to the queries raised by the Directors in a timely manner.

The Board agrees to seek independent professional advice at the expense of the Company, upon reasonable request and approval of all Independent Non-Executive Directors. Draft and final versions of Board minutes are circulated to all Directors for their comments and records respectively. Final Board minutes are kept by the Company Secretary and are open for inspection by the Directors. The Company held four regular full Board meetings during the financial year 2024/25.

The attendance records of each member of the Board are set out on page 29 of this report.

Board Committees

The Board delegates some of its duties and responsibilities to four board committees, namely, Executive Committee, Remuneration Committee, Audit Committee and Nomination Committee. Clear terms of reference have been established for each of the board committees which will be discussed below. The board committees report back to the Board on their decisions or recommendations.

The Directors are of the view that they have the overall and collective responsibilities in performing the corporate governance functions of the Group and opt not to delegate this function to any board committee. The major responsibilities of the Board concerning corporate governance are:

• setting up and reviewing the Group's policies and practices on corporate governance;

• reviewing and monitoring the training and continuous professional development of Directors and senior management;

• reviewing and monitoring the Group's policies and practices in compliance with legal and regulatory requirements;

• setting up, reviewing and monitoring the code of conduct and compliance policies/guidelines applicable to employees and Directors; and

• reviewing the Group's compliance with the Code and disclosure in the Corporate Governance Report.

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Corporate Governance Report

During the year ended 31 March 2025 the Board held four meetings to perform the following work:

• reviewed and approved the interim and final results, financial statements, announcements, circular and reports of the Group;

• reviewed the risk management and internal control review reports prepared by the internal auditor and discussed with management the reports' findings and recommendations on the Group's operations and corporate activities;

• considered and approved the declaration of special dividends for the year ended 31 March 2024;

• reviewed the adequacy of internal control procedures on the continuing connected transactions of the Group;

• discussed the amendments to the Code pursuant to the "Consultation conclusions to on review of the corporate governance code and related listing rules published by The Stock Exchange of Hong Kong Ltd in December 2024 and evaluated the actions to be taken by the Board and the Group;

• reviewed the shareholders' communication policy of the Company and concluded that the policy was effective and sufficient;

• reviewed the mechanism used to ensure independent views and input were available to the Board and concluded that the current mechanism was effective and sufficient;

• received the business update reports from the CEO; and

• conducted annual board performance evaluation.

Attendance Records

The individual attendance records of each Director at the meetings of the Board, Audit Committee, Remuneration Committee and Nomination Committee and the Annual General Meeting of the Company ("AGM") during the year ended 31 March 2025 are set out below:

Annual Report 2024/25 29