Annual Report 2025

165 2025 Annual Report Transport International Holdings Limited DIRECTORS’ REPORT The Directors submit herewith their Annual Report together with the audited financial statements for Transport International Holdings Limited (“the Company”) and its subsidiaries (collectively referred to as “the Group”) for the year ended 31 December 2025. Principal place of business The Company was incorporated in Bermuda and is domiciled in Hong Kong and has its registered office at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda and principal place of business at 15/F, 9 Po Lun Street, Lai Chi Kok, Kowloon, Hong Kong. Principal activities and business review The principal activity of the Company is investment holding and the principal activities of the Group are the operation of both franchised and non-franchised public transportation and property holdings and development. Particulars of the Company’s principal subsidiaries are set out in note 17 to the consolidated financial statements. The analysis of the principal activities of the Group during the financial year is set out in note 12 to the consolidated financial statements. Further discussion and analysis of these activities as required by Schedule 5 to the Hong Kong Companies Ordinance, including a discussion of the principal risks and uncertainties facing the Group, an indication of likely future developments in the Group’s business, a discussion of the Group’s environmental (including climate-related) policies and performance, and its compliance with the relevant laws and regulations that have a significant impact on the Group and an account of the Group’s key relationships with its employees, customers and suppliers that have a significant impact on the Group can be found in the Management Discussion and Analysis set out on pages 22 to 151 and the Sustainability Report set out on pages 48 to 105 of this Annual Report. These above discussions form part of this Directors’ Report. Recommended dividend An interim dividend of HK$0.30 (2024: Nil) per share was paid to the shareholders on 21 October 2025. The Directors now recommend that a final dividend of HK$0.50 per share (2024: HK$0.50 per share) in respect of the year ended 31 December 2025 be paid to shareholders on 29 June 2026. Charitable donations Charitable donations made by the Group during the year amounted to HK$2,295,000 (2024: HK$486,000). Share capital Details of the movements in share capital of the Company during the year are set out in note 31(b)(i) to the consolidated financial statements. Shares were issued during the year relating to the scrip dividend scheme and the exercise of share options. Details about the issue of shares are also set out in note 31(b)(ii) to the consolidated financial statements. Distributability of reserves At 31 December 2025, the aggregate amount of reserves available for distribution to equity shareholders of the Company was HK$2,300,262,000 (2024: HK$2,300,027,000). After the end of the reporting period, the Directors proposed a final dividend of HK$0.50 per share (2024: HK$0.50 per share), amounting to HK$267,343,000 (2024: HK$254,451,000) (note 11(a)). This dividend has not been recognised as a liability at the end of the reporting period.