股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年9月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 德合集團控股有限公司 呈交日期: 2025年10月3日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00368 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | 本月底法定/註冊股 ...

Superland Group Holdings Limited 德合集團控股有限公司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） (Stock code: 368) （股份代號：368） NOTIFICATION LETTER 通知信函 30 September 2025 Dear Registered Shareholder(s), Superland Group Holdings Limited (the "Company") — Notice of publication of Interim Report 2025 (the "Current Corporate Communication") The English and Chinese versions of the Current Corporate Communication are now available on the Company's website at www.superland-group.com and the w ...

[Corporate Information](index=3&type=section&id=Corporate%20Information) [Directors](index=3&type=section&id=DIRECTORS) The company's board of directors comprises executive directors Mr. Ng Chi Chiu (Chairman and Chief Executive Officer) and Ms. Chiu Hoi Yin, and independent non-executive directors Dr. Ho Ka Yan, Mr. Yip Kit Chau, and Mr. Law Hung Wai (CPA) - Executive Directors include Mr. Ng Chi Chiu (Chairman and Chief Executive Officer) and Ms. Chiu Hoi Yin[3](index=3&type=chunk) - Independent Non-executive Directors are Dr. Ho Ka Yan, Mr. Yip Kit Chau, and Mr. Law Hung Wai (CPA)[3](index=3&type=chunk) [Committees](index=3&type=section&id=COMMITTEES) The company has established an Audit Committee, a Nomination Committee, and a Remuneration Committee to ensure sound and effective corporate governance - The Audit Committee is chaired by Mr. Yip Kit Chau, with members including Dr. Ho Ka Yan and Mr. Law Hung Wai[3](index=3&type=chunk) - The Nomination Committee is chaired by Mr. Ng Chi Chiu, with members including Mr. Yip Kit Chau, Mr. Law Hung Wai, and Dr. Ho Ka Yan, who was appointed from June 30, 2025[3](index=3&type=chunk)[4](index=4&type=chunk) - The Remuneration Committee is chaired by Mr. Law Hung Wai, with members including Dr. Ho Ka Yan and Mr. Yip Kit Chau[4](index=4&type=chunk)[5](index=5&type=chunk) [Key Personnel and Advisers](index=4&type=section&id=KEY%20PERSONNEL%20AND%20ADVISERS) Mr. Shum Hoi Luen serves as the Company Secretary, with Mr. Ng Chi Chiu and Mr. Shum Hoi Luen as authorized representatives; PricewaterhouseCoopers is the auditor, and Li & Partners is the Hong Kong legal adviser - The Company Secretary is Mr. Shum Hoi Luen, and the authorized representatives are Mr. Ng Chi Chiu and Mr. Shum Hoi Luen[4](index=4&type=chunk)[5](index=5&type=chunk) - PricewaterhouseCoopers serves as the auditor, and Li & Partners is the Hong Kong legal adviser[4](index=4&type=chunk)[5](index=5&type=chunk) [Company Details](index=4&type=section&id=COMPANY%20DETAILS) The company's registered office is in the Cayman Islands, with its Hong Kong headquarters and principal place of business in Kowloon Bay; DBS Bank (Hong Kong) Limited and The Hongkong and Shanghai Banking Corporation Limited are the principal bankers, and the stock code is 0368 - The company's registered office is in the Cayman Islands, and its Hong Kong headquarters and principal place of business are located at 18/F, Chevalier Commercial Centre, 8 Wang Hoi Road, Kowloon Bay, Hong Kong[7](index=7&type=chunk)[8](index=8&type=chunk) - Principal bankers include DBS Bank (Hong Kong) Limited and The Hongkong and Shanghai Banking Corporation Limited[8](index=8&type=chunk) - The company's stock code is **0368**, and its website is www.superland-group.com[8](index=8&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) [Financial Review](index=5&type=section&id=FINANCIAL%20REVIEW) For the six months ended June 30, 2025, the Group's revenue increased by **11.4%** year-on-year to **HK$451 million**, driven by an increase in smaller projects, while gross profit and gross profit margin decreased by **8.0%** and **2.4 percentage points** respectively due to lower margins from these projects, with profit and total comprehensive income attributable to owners remaining relatively stable Financial Performance for the Six Months Ended June 30, 2025 | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | 450,905 | 404,683 | +11.4% | | Gross Profit | 51,376 | 55,843 | -8.0% | | Gross Profit Margin | 11.4% | 13.8% | -2.4 percentage points | | Administrative Expenses | 30,592 | 31,126 | -1.7% | | Finance Costs | 17,708 | 17,451 | +1.5% | | Profit and Total Comprehensive Income Attributable to Owners | 4,239 | 4,272 | -0.8% | - Revenue growth was primarily due to an increase in the number of smaller projects undertaken during the review period[10](index=10&type=chunk)[15](index=15&type=chunk) - The decrease in gross profit and gross profit margin was mainly attributable to the lower gross profit margins generated from smaller projects[12](index=12&type=chunk)[16](index=16&type=chunk) [Business Review and Prospects](index=6&type=section&id=BUSINESS%20REVIEW%20AND%20PROSPECTS) The Group is a Hong Kong contractor with over **21 years** of operating history, primarily providing fitting-out and repair and maintenance services; as of June 30, 2025, it had **62** projects on hand with a total contract value of approximately **HK$5.275 billion**, and plans to focus on core business development, explore opportunities, and prioritize advanced technology and digitalization for efficiency and cost reduction amidst a slowing construction industry - The Group is a contractor in Hong Kong with over **21 years** of operating history, providing fitting-out services and repair and maintenance services[22](index=22&type=chunk)[27](index=27&type=chunk)[108](index=108&type=chunk) Overview of Fitting-out Projects on Hand | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total number of projects on hand | 62 items | 60 items | | Total contract value | Approximately HK$5,275 Million | Approximately HK$5,371 Million | | Number of projects HK$50 Million or above | 36 items | 37 items | | Total contract value of projects HK$50 Million or above | Approximately HK$4,354 Million | Approximately HK$4,429 Million | - Hong Kong's construction industry growth is slowing, but the government's commitment to developing the Northern Metropolis, land, and housing presents long-term opportunities[28](index=28&type=chunk)[29](index=29&type=chunk)[32](index=32&type=chunk) - The Group will invest resources in developing its core business, exploring potential opportunities, and leveraging advanced technologies such as AI and big data to drive digital transformation for enhanced efficiency and reduced costs[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk) [Debts and Charge on Assets](index=8&type=section&id=DEBTS%20AND%20CHARGE%20ON%20ASSETS) As of June 30, 2025, the Group's total debt was approximately **HK$488 million**, a slight decrease from the end of 2024; bank financing is secured by personal guarantees from directors, corporate guarantees, properties held by directors and associated companies, investments in insurance contracts, and pledged time deposits, with no interest rate hedging policy but continuous monitoring of interest rate risk Total Debts and Pledged Assets | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total Debts | 488,002 | 498,380 | | Investments in insurance contracts | 61,609 | 59,389 | | Pledged time deposits | 4,122 | 7,187 | - Bank financing is secured by personal guarantees from Mr. Ng Chi Chiu, corporate guarantees, properties held by directors and associated companies, investments in insurance contracts, and pledged time deposits[35](index=35&type=chunk)[38](index=38&type=chunk) - The Group currently has no interest rate hedging policy but continuously monitors interest rate risk prudently[36](index=36&type=chunk)[37](index=37&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=9&type=section&id=LIQUIDITY,%20FINANCIAL%20RESOURCES%20AND%20CAPITAL%20STRUCTURE) Since its listing in July 2020, the Group's capital structure has remained unchanged; as of June 30, 2025, issued share capital was **HK$8 million** with **800 million** ordinary shares, and the Group primarily meets working capital needs through operating cash and bank borrowings, with a gearing ratio of **67.7%** and a current ratio of **1.1** - The company's capital structure has remained unchanged since its listing on July 17, 2020[39](index=39&type=chunk)[43](index=43&type=chunk) Capital Structure and Liquidity Ratios | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Issued share capital | HK$8,000,000 | HK$8,000,000 | | Number of issued ordinary shares | 800,000,000 shares | 800,000,000 shares | | Gearing ratio | 67.7% | 66.3% | | Current ratio | 1.1 | 1.1 | - The Group expects to meet its working capital requirements through cash generated from operations, bank borrowings, and other external financing[40](index=40&type=chunk)[43](index=43&type=chunk) [Foreign Exchange Exposure](index=9&type=section&id=FOREIGN%20EXCHANGE%20EXPOSURE) The Group does not face significant foreign exchange risk as most of its income, expenditures, assets, and liabilities are denominated in Hong Kong Dollars; no financial instruments were used for hedging during the six months ended June 30, 2025 - The Group's transactions and assets and liabilities are largely denominated in Hong Kong Dollars, thus posing no significant foreign exchange risk[42](index=42&type=chunk)[45](index=45&type=chunk) - For the six months ended June 30, 2025, the Group did not use any financial instruments for foreign exchange hedging[42](index=42&type=chunk)[45](index=45&type=chunk) [Employee and Remuneration Policy](index=10&type=section&id=EMPLOYEE%20AND%20REMUNERATION%20POLICY) As of June 30, 2025, the Group had **223** employees, a slight decrease from the end of 2024; remuneration includes salaries, discretionary year-end bonuses, and other cash allowances, along with Mandatory Provident Fund contributions, with employee benefit expenses totaling approximately **HK$53.05 million**, a slight increase year-on-year Employees and Employee Benefit Expenses | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total number of employees | 223 | 233 | | Employee benefit expenses (for the six months ended June 30) | HK$53,050 Thousand | HK$52,229 Thousand | - Remuneration policy is based on employees' qualifications, experience, and performance, with regular reviews for salary adjustments, bonuses, and promotions[47](index=47&type=chunk)[54](index=54&type=chunk) [Significant Investments, Material Acquisitions or Disposals](index=10&type=section&id=SIGNIFICANT%20INVESTMENTS,%20MATERIAL%20ACQUISITIONS%20OR%20DISPOSALS) For the six months ended June 30, 2025, the Group had no significant investments, material acquisitions, or disposals, nor had the Board authorized any formal plans for such activities - For the six months ended June 30, 2025, the Group had no significant investments, material acquisitions, or disposals[49](index=49&type=chunk)[55](index=55&type=chunk) - The Board had not authorized any formal plans for significant investments, acquisitions, or disposals[49](index=49&type=chunk)[55](index=55&type=chunk) [Future Plans for Material Investments or Capital Assets](index=10&type=section&id=FUTURE%20PLANS%20FOR%20MATERIAL%20INVESTMENTS%20OR%20CAPITAL%20ASSETS) As of June 30, 2025, the Group had no other future plans for material investments or capital assets - As of June 30, 2025, the Group had no other future plans for material investments or capital assets[50](index=50&type=chunk)[56](index=56&type=chunk) [Capital Commitments](index=10&type=section&id=CAPITAL%20COMMITMENTS) As of June 30, 2025, the Group had no significant capital commitments - As of June 30, 2025, the Group had no significant capital commitments[51](index=51&type=chunk)[57](index=57&type=chunk) [Contingent Liabilities](index=10&type=section&id=CONTINGENT%20LIABILITIES) As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[52](index=52&type=chunk)[58](index=58&type=chunk) [Events After the Reporting Period](index=10&type=section&id=EVENTS%20AFTER%20THE%20REPORTING%20PERIOD) As of the date of this interim report, no other significant events occurred after the reporting period - As of the date of this interim report, no other significant events occurred after the reporting period[53](index=53&type=chunk)[59](index=59&type=chunk) [Corporate Governance and Other Information](index=11&type=section&id=Corporate%20Governance%20and%20Other%20Information) [Interim Dividend](index=11&type=section&id=INTERIM%20DIVIDEND) The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[60](index=60&type=chunk)[66](index=66&type=chunk) [Related Party Transactions](index=11&type=section&id=RELATED%20PARTY%20TRANSACTIONS) For the six months ended June 30, 2025, the Group had no material connected transactions or continuing connected transactions as defined by the Listing Rules, other than those disclosed - For the six months ended June 30, 2025, the Group had no material connected transactions or continuing connected transactions as defined by the Listing Rules[61](index=61&type=chunk)[67](index=67&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=11&type=section&id=PURCHASE,%20SALE%20OR%20REDEMPTION%20OF%20THE%20COMPANY'S%20LISTED%20SECURITIES) For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[62](index=62&type=chunk)[68](index=68&type=chunk) [Directors' Securities Transactions](index=11&type=section&id=DIRECTORS'%20SECURITIES%20TRANSACTIONS) The company has adopted the Model Code set out in Appendix C3 of the Listing Rules, and all directors confirmed compliance for the six months ended June 30, 2025 - The company has adopted the Model Code set out in Appendix C3 of the Listing Rules as the code of conduct for directors' dealings in the company's securities[63](index=63&type=chunk)[69](index=69&type=chunk) - All directors confirmed compliance with the Model Code for the six months ended June 30, 2025[63](index=63&type=chunk)[69](index=69&type=chunk) [Corporate Governance Practices](index=11&type=section&id=CORPORATE%20GOVERNANCE%20PRACTICES) For the six months ended June 30, 2025, the company complied with the Corporate Governance Code, except for the combined roles of Chairman and Chief Executive Officer held by Mr. Ng Chi Chiu, which the Board believes is in the Group's best interest - The company has complied with the Corporate Governance Code, except that the roles of Chairman and Chief Executive Officer are not separate, both held by Mr. Ng Chi Chiu[64](index=64&type=chunk)[65](index=65&type=chunk)[70](index=70&type=chunk) - The Board believes Mr. Ng Chi Chiu's dual role is in the Group's best interest due to his profound industry knowledge and experience, with sufficient safeguards to ensure a balance of power[65](index=65&type=chunk)[70](index=70&type=chunk) [Disclosure of Interests](index=12&type=section&id=DISCLOSURE%20OF%20INTERESTS) As of June 30, 2025, directors and the chief executive held interests in the company's shares and associated corporations; Mr. Ng Chi Chiu and Ms. Chiu Hoi Yin (his spouse) are deemed to hold a **75%** long position in the company's shares Directors' Long Positions in Shares | Director's Name | Capacity | Number of Shares Held | Position | Percentage of Shareholding | | :--- | :--- | :--- | :--- | :--- | | Mr. Ng Chi Chiu | Interest in controlled corporation | 600,000,000 | Long position | 75% | | Ms. Chiu Hoi Yin | Spouse's interest | 600,000,000 | Long position | 75% | - Mr. Ng Chi Chiu beneficially owns the entire issued share capital of Space Plus Investment Company Limited and is therefore deemed to be interested in the shares held by Space Plus[74](index=74&type=chunk) - Ms. Chiu Hoi Yin, as the spouse of Mr. Ng Chi Chiu, is deemed to be interested in the shares held by Mr. Ng Chi Chiu[75](index=75&type=chunk) [Substantial Shareholders' Interests in the Company](index=13&type=section&id=SUBSTANTIAL%20SHAREHOLDERS'%20INTERESTS%20IN%20THE%20COMPANY) As of June 30, 2025, in addition to directors' interests, Space Plus Investment Company Limited held a **75%** long position in the company's shares, qualifying as a substantial shareholder Substantial Shareholders' Interests in the Company | Shareholder's Name | Capacity | Number of Shares Held | Position | Percentage of Shareholding | | :--- | :--- | :--- | :--- | :--- | | Space Plus Investment Company Limited | Beneficial owner | 600,000,000 | Long position | 75% | [Share Options](index=14&type=section&id=SHARE%20OPTIONS) The company's share option scheme, adopted on June 16, 2020, aims to recognize and incentivize eligible participants; as of June 30, 2025, there were no outstanding share options, and the total number of shares available for issue was **76,000,000**, representing **9.5%** of issued shares - The Share Option Scheme aims to recognize and incentivize eligible participants, offering opportunities for personal interest to optimize performance, enhance efficiency, and attract and retain talent[84](index=84&type=chunk)[89](index=89&type=chunk) - As of June 30, 2025, no share options granted under the Share Option Scheme remained outstanding and unexercised[85](index=85&type=chunk)[90](index=90&type=chunk) - As of June 30, 2025, the total number of shares available for issue under the Share Option Scheme was **76,000,000**, representing **9.5%** of the issued shares[86](index=86&type=chunk)[90](index=90&type=chunk) [Changes in Director's Information](index=15&type=section&id=CHANGES%20IN%20DIRECTOR'S%20INFORMATION) Dr. Ho Ka Yan was appointed as a member of the company's Nomination Committee effective June 30, 2025 - Dr. Ho Ka Yan was appointed as a member of the company's Nomination Committee effective June 30, 2025[92](index=92&type=chunk)[95](index=95&type=chunk) [Review of Interim Results](index=15&type=section&id=REVIEW%20OF%20INTERIM%20RESULTS) The Audit Committee has reviewed the interim condensed consolidated financial information, discussed accounting principles and practices with management, and raised no objections to the accounting treatments adopted - The Audit Committee, comprising three independent non-executive directors, has reviewed the interim condensed consolidated financial information[93](index=93&type=chunk)[96](index=96&type=chunk) - The Audit Committee and management have reviewed the accounting principles and practices adopted by the Group, with no objections to the accounting treatments[93](index=93&type=chunk)[96](index=96&type=chunk) [Appreciation](index=15&type=section&id=APPRECIATION) The Board extends its sincere gratitude to shareholders, clients, suppliers, subcontractors, bankers, professionals, and the management team and staff - The Board extends its sincere gratitude to shareholders, clients, suppliers, subcontractors, bankers, professionals, and the management team and staff[94](index=94&type=chunk)[97](index=97&type=chunk) [Interim Condensed Consolidated Statement of Comprehensive Income](index=16&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) [Consolidated Statement of Comprehensive Income](index=16&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) This statement presents the Group's consolidated revenue, costs, gross profit, other gains/losses, expenses, finance costs, tax, and profit and total comprehensive income attributable to owners for the six months ended June 30, 2025, and the corresponding period in 2024 Summary of Consolidated Statement of Comprehensive Income for the Six Months Ended June 30, 2025 | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 450,905 | 404,683 | | Gross Profit | 51,376 | 55,843 | | Profit before income tax expense | 5,274 | 6,144 | | Profit and total comprehensive income attributable to owners for the period | 4,239 | 4,272 | | Basic and diluted earnings per share (HK cents) | 0.53 | 0.53 | [Interim Condensed Consolidated Statement of Financial Position](index=17&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) [Consolidated Statement of Financial Position](index=17&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) This statement presents the Group's consolidated assets, liabilities, and equity as of June 30, 2025, and December 31, 2024 Summary of Consolidated Statement of Financial Position as of June 30, 2025 | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | **ASSETS** | | | | Non-current assets | 130,694 | 127,709 | | Current assets | 906,563 | 937,713 | | **TOTAL ASSETS** | **1,037,257** | **1,065,422** | | **EQUITY AND LIABILITIES** | | | | Equity attributable to owners of the Company | 210,915 | 220,036 | | Non-current liabilities | 15,947 | 17,962 | | Current liabilities | 810,395 | 827,424 | | **TOTAL LIABILITIES** | **826,342** | **845,386** | | **TOTAL EQUITY AND LIABILITIES** | **1,037,257** | **1,065,422** | [Interim Condensed Consolidated Statement of Changes in Equity](index=19&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) [Consolidated Statement of Changes in Equity](index=19&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) This statement presents the Group's equity changes for the six months ended June 30, 2025, and the corresponding period in 2024, including opening balances, profit and total comprehensive income for the period, and dividend distributions Summary of Consolidated Statement of Changes in Equity for the Six Months Ended June 30, 2025 | Indicator | June 30, 2025 (HK$ Thousand) | January 1, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total equity at beginning of period | 220,036 | 201,152 | | Profit and total comprehensive income for the period | 4,239 | 4,272 | | Dividends | (13,360) | - | | Total equity at end of period | 210,915 | 205,424 | [Interim Condensed Consolidated Statement of Cash Flows](index=20&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) [Consolidated Statement of Cash Flows](index=20&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This statement presents the Group's cash flows from operating, investing, and financing activities for the six months ended June 30, 2025, and the corresponding period in 2024 Summary of Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2025 | Activity Type | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net cash generated from operating activities | 8,367 | 19,596 | | Net cash used in investing activities | - | (9,105) | | Net cash (used in) / generated from financing activities | (25,021) | 4,981 | | Net (decrease) / increase in cash and cash equivalents | (16,654) | 15,472 | | Cash and cash equivalents at end of period | 41,208 | 57,863 | [Notes to the Interim Condensed Consolidated Financial Information](index=21&type=section&id=Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Information) [1. General Information](index=21&type=section&id=1.%20GENERAL%20INFORMATION) The company was incorporated in the Cayman Islands on July 11, 2019, and listed on the Main Board of the Stock Exchange on July 17, 2020, primarily providing fitting-out and repair and maintenance services in Hong Kong - The company was incorporated in the Cayman Islands on July 11, 2019, and listed on the Main Board of the Stock Exchange on July 17, 2020[107](index=107&type=chunk)[108](index=108&type=chunk)[112](index=112&type=chunk) - The Group is principally engaged in providing fitting-out services and repair and maintenance services for residential and commercial properties in Hong Kong[108](index=108&type=chunk)[113](index=113&type=chunk) [2. Basis of Preparation](index=21&type=section&id=2.%20BASIS%20OF%20PREPARATION) This interim condensed consolidated financial information is prepared in accordance with applicable disclosure provisions of the Listing Rules and HKAS 34, and should be read in conjunction with the annual financial statements for the year ended December 31, 2024 - The financial information is prepared in accordance with the Listing Rules and Hong Kong Accounting Standard 34 "Interim Financial Reporting"[109](index=109&type=chunk)[114](index=114&type=chunk) - The preparation of financial information involves management's judgments, estimates, and assumptions[110](index=110&type=chunk)[114](index=114&type=chunk) [3. Summary of Material Accounting Policies](index=22&type=section&id=3.%20SUMMARY%20OF%20MATERIAL%20ACCOUNTING%20POLICIES) This interim financial information is prepared under the historical cost convention, with investments in insurance contracts measured at surrender cash value; the Group has adopted HKAS 21 and HKFRS 1 (amended) "Lack of Exchangeability," with no material impact on results, and also lists new standards and amendments not yet effective - The financial information is prepared under the historical cost convention, and investments in insurance contracts are measured at their surrender cash value[115](index=115&type=chunk)[118](index=118&type=chunk) - The Group has adopted the amended HKAS 21 and HKFRS 1 "Lack of Exchangeability," which have no material impact on the Group's results and financial position[117](index=117&type=chunk)[119](index=119&type=chunk) - Several new standards and amendments not yet effective are listed, and the Group is assessing their impact[120](index=120&type=chunk)[121](index=121&type=chunk) [4. Fair Value Estimation](index=24&type=section&id=4.%20FAIR%20VALUE%20ESTIMATION) The Group analyzes the fair value of financial instruments based on a hierarchy of valuation technique inputs (Level 1, Level 2, Level 3); the carrying amounts of most financial assets and liabilities approximate their fair values due to their short-term maturities or floating interest rates - The fair value of financial instruments is analyzed based on a hierarchy of valuation technique inputs (Level 1, Level 2, Level 3)[122](index=122&type=chunk)[126](index=126&type=chunk) - The carrying amounts of most financial assets and liabilities approximate their fair values due to their short-term maturities or floating interest rates[122](index=122&type=chunk)[124](index=124&type=chunk) [5. Seasonality](index=24&type=section&id=5.%20SEASONALITY) During the review period, the Group recorded higher revenue in the months leading up to the Lunar New Year and lower revenue in the Lunar New Year month itself, attributed to labor shortages and project arrangements - The Group's revenue is higher in the months leading up to the Lunar New Year and lower in the Lunar New Year month[123](index=123&type=chunk)[125](index=125&type=chunk) - Seasonal impact is attributed to potential labor shortages during or after the Lunar New Year, leading to arrangements with clients, suppliers, and subcontractors to complete more work before the holiday[123](index=123&type=chunk)[125](index=125&type=chunk) [6. Revenue and Segment Information](index=25&type=section&id=6.%20REVENUE%20AND%20SEGMENT%20INFORMATION) The Group Chairman, as the chief operating decision maker, allocates resources and assesses performance based on entity-level consolidated financial information, resulting in a single operating segment; all revenue and assets are derived from Hong Kong - The Group Chairman acts as the chief operating decision maker, allocating resources and assessing performance based on entity-level consolidated financial information, thus operating as a single business segment[127](index=127&type=chunk)[128](index=128&type=chunk)[130](index=130&type=chunk) Revenue Breakdown (by Service Segment) | Service Type | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Fitting-out services | 448,267 | 403,075 | | Repair and maintenance services | 2,638 | 1,608 | | **Total Revenue** | **450,905** | **404,683** | - All of the Group's revenue and assets are based in and generated from Hong Kong[133](index=133&type=chunk)[135](index=135&type=chunk) [7. Income Tax Expense](index=26&type=section&id=7.%20INCOME%20TAX%20EXPENSE) For the six months ended June 30, 2025, income tax expense was **HK$1.035 million**, a decrease from the prior year; Hong Kong profits tax is calculated under a two-tiered system, with the first **HK$2 million** taxed at **8.25%** and the remainder at **16.5%** Income Tax Expense | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Current income tax | 1,035 | 1,463 | | Deferred income tax | - | 409 | | **Total Income Tax Expense** | **1,035** | **1,872** | - Hong Kong profits tax is calculated under a two-tiered system: the first **HK$2 million** is taxed at **8.25%**, and the remainder at **16.5%**[137](index=137&type=chunk)[138](index=138&type=chunk) [8. Profit for the Period](index=26&type=section&id=8.%20PROFIT%20FOR%20THE%20PERIOD) This section details the expenses deducted from the Group's profit for the period ended June 30, 2025, including subcontracting fees, material costs, depreciation, employee benefit expenses, and interest expenses Items Deducted from Profit for the Period | Expense Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Subcontracting fees | 270,011 | 251,826 | | Material costs | 88,189 | 53,616 | | Depreciation of plant and equipment | 283 | 459 | | Depreciation of right-of-use assets | 6,973 | 2,417 | | Employee benefit expenses (including directors' emoluments) | 53,050 | 52,229 | | Interest expense on borrowings | 17,106 | 17,351 | | Interest portion of lease liabilities | 602 | 100 | [9. Earnings Per Share](index=27&type=section&id=9.%20EARNINGS%20PER%20SHARE) For the six months ended June 30, 2025, both basic and diluted earnings per share were **0.53 HK cents**, consistent with the prior year, as there were no potentially dilutive ordinary shares Earnings Per Share Calculation | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Profit attributable to owners of the Company | 4,239,000 | 4,272,000 | | Weighted average number of ordinary shares in issue | 800,000,000 | 800,000,000 | | Basic and diluted earnings per share (HK cents) | 0.53 | 0.53 | - As there were no potentially dilutive ordinary shares outstanding for the six months ended June 30, 2025, diluted earnings per share were the same as basic earnings per share[144](index=144&type=chunk)[148](index=148&type=chunk) [10. Dividends](index=27&type=section&id=10.%20DIVIDENDS) The Board does not recommend an interim dividend for the six months ended June 30, 2025; the 2024 final dividend of **1.67 HK cents** per share, totaling **HK$13.36 million**, was approved by shareholders on June 25, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[145](index=145&type=chunk)[149](index=149&type=chunk) - The final dividend for the year ended December 31, 2024, was **1.67 HK cents** per share, totaling **HK$13,360,000**, approved by shareholders on June 25, 2025[145](index=145&type=chunk)[149](index=149&type=chunk) [11. Plant and Equipment](index=27&type=section&id=11.%20PLANT%20AND%20EQUIPMENT) For the six months ended June 30, 2025, the Group made no significant additions to plant and equipment - For the six months ended June 30, 2025, the Group made no significant additions to plant and equipment[146](index=146&type=chunk)[150](index=150&type=chunk) [12. Right-of-Use Assets](index=27&type=section&id=12.%20RIGHT-OF-USE%20ASSETS) For the six months ended June 30, 2025, the Group made no significant additions to right-of-use assets - For the six months ended June 30, 2025, the Group made no significant additions to right-of-use assets[147](index=147&type=chunk)[151](index=151&type=chunk) [13. Investments in Insurance Contracts](index=28&type=section&id=13.%20INVESTMENTS%20IN%20INSURANCE%20CONTRACTS) Investments in insurance contracts primarily refer to key management life policies where the Group is the beneficiary and which are pledged to banks as collateral for financing; as of June 30, 2025, the investment value was **HK$61.609 million**, with a net change in surrender value of **HK$2.22 million** during the period - Investments in insurance contracts refer to key management life policies where the Group is the beneficiary[153](index=153&type=chunk) - The policies are pledged to banks as collateral for certain financing granted to the Group[153](index=153&type=chunk) Changes in Investments in Insurance Contracts | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Balance at beginning of period | 59,389 | 49,812 | | Additions during the period | - | 9,294 | | Net change in surrender value | 2,220 | 283 | | Balance at end of period | 61,609 | 59,389 | [14. Trade Receivables](index=28&type=section&id=14.%20TRADE%20RECEIVABLES) As of June 30, 2025, net trade receivables were **HK$78.341 million**, a significant decrease from **HK$159 million** at the end of 2024; the aging analysis shows a decrease in receivables within **30 days** and an increase in those between **61-90 days** and over **90 days** Net Trade Receivables and Aging Analysis | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net trade receivables | 78,341 | 158,961 | | **Aging analysis (before impairment allowance):** | | | | 1–30 days | 32,715 | 88,218 | | 31–60 days | 17,857 | 56,060 | | 61–90 days | 23,746 | 7,413 | | Over 90 days | 4,063 | 7,297 | [15. Share Capital](index=29&type=section&id=15.%20SHARE%20CAPITAL) As of June 30, 2025, the company's authorized share capital was **HK$20 million**, divided into **2 billion** shares of **HK$0.01** par value each; issued and fully paid share capital was **HK$8 million**, comprising **800 million** shares Share Capital Structure | Indicator | Number | Amount (HK$ Thousand) | | :--- | :--- | :--- | | Authorized ordinary shares | 2,000,000,000 | 20,000 | | Issued and fully paid ordinary shares | 800,000,000 | 8,000 | [16. Trade Payables](index=30&type=section&id=16.%20TRADE%20PAYABLES) As of June 30, 2025, total trade payables were **HK$153.9 million**, a decrease from **HK$171 million** at the end of 2024; the aging analysis shows that payables within **30 days** remain the largest portion, while those over **90 days** have decreased Trade Payables and Aging Analysis | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total trade payables | 153,945 | 171,044 | | **Aging analysis (by invoice date):** | | | | 1–30 days | 109,364 | 125,273 | | 31–60 days | 24,842 | 19,891 | | 61–90 days | 13,134 | 8,168 | | Over 90 days | 6,605 | 17,712 | [17. Contingencies](index=30&type=section&id=17.%20CONTINGENCIES) As of June 30, 2025, the Group's contingent liabilities primarily consisted of performance guarantees totaling **HK$148.6 million**, related to **13** fitting-out contracts Contingent Liabilities | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Performance guarantees | 148,639 | 126,423 | - Performance guarantees involve **13** fitting-out contracts, for which the Group provides corporate guarantees, expected to be released according to contract terms[166](index=166&type=chunk)[167](index=167&type=chunk) [18. Related Party Transactions](index=31&type=section&id=18.%20RELATED%20PARTY%20TRANSACTIONS) This section discloses transactions between the Group and related parties, including lease payments to directors and associated companies, bank financing guarantees provided by directors and jointly controlled companies, and key management personnel compensation Transactions with Related Parties | Transaction Type | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Lease payments to directors | 300 | 300 | | Lease payments to associated companies | 300 | 300 | - Bank financing is secured by property, corporate, and personal guarantees provided by directors Mr. Ng Chi Chiu, Ms. Chiu Hoi Yin, and several associated companies jointly controlled by Mr. Ng[174](index=174&type=chunk)[175](index=175&type=chunk) Key Management Personnel Compensation | Compensation Type | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Directors' emoluments | 3,033 | 3,505 | | Key management personnel salaries | 555 | 555 | | **Total** | **3,588** | **4,060** | [19. Approval of the Interim Condensed Consolidated Financial Information](index=33&type=section&id=19.%20APPROVAL%20OF%20THE%20INTERIM%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20INFORMATION) This interim condensed consolidated financial information was approved and authorized for issue by the Board of Directors on August 27, 2025 - This interim condensed consolidated financial information was approved and authorized for issue by the Board of Directors on August 27, 2025[179](index=179&type=chunk)[180](index=180&type=chunk)

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 德合集團控股有限公司 呈交日期: 2025年9月3日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00368 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | III.已發行股份及 ...

Core Viewpoint - Huijin Co., Ltd. plans to acquire a 20% stake in Cooper New Energy, aiming to enter the wind power sector and seek new growth opportunities after three consecutive years of losses [1][5]. Group 1: Acquisition Details - On August 29, Huijin Co., Ltd. announced its intention to acquire a 20% stake in Cooper New Energy through a cash purchase and the transfer of voting rights, ensuring a voting rights ratio of no less than 51% [3]. - Following the completion of this transaction, Cooper New Energy will become a subsidiary of Huijin Co., Ltd., included in the consolidated financial statements of the listed company [3]. - The transaction is still in the planning stage, with specific details under further verification and negotiation [3]. Group 2: Financial Performance of Cooper New Energy - Cooper New Energy, established in 2011, focuses on the research, production, and sales of internal equipment for wind power towers and intelligent equipment for wind power construction [3]. - The company reported revenues of 445 million yuan, 405 million yuan, and 391 million yuan from 2022 to 2024, with net profits of 17.81 million yuan, 40.83 million yuan, and 51.09 million yuan respectively [4]. - In the first half of 2025, Cooper New Energy achieved revenue of 122 million yuan, a year-on-year decrease of 16.92%, while net profit was 14.97 million yuan, a year-on-year increase of 22.85% [4]. Group 3: Huijin Co., Ltd. Financial Challenges - Huijin Co., Ltd. has faced significant pressure in recent years, with a cumulative loss of approximately 800 million yuan over three years due to declining revenues and continuous net losses [7]. - In the first half of 2025, the company reported revenue of 80.94 million yuan, a year-on-year decrease of 32.99%, and a net profit of -35.46 million yuan, indicating a reduction in losses [7]. - The decline in revenue is attributed to the exclusion of Huijin's supply chain from consolidation, leading to a corresponding decrease in related business income [8].

Group 1 - The company Huijin Co., Ltd. plans to acquire a 20% stake in Cooper New Energy Co., Ltd. through cash payment, which will result in Cooper New Energy becoming a subsidiary of Huijin after the transaction is completed [1][3] - The transaction is expected to constitute a significant asset restructuring, enhancing Huijin's business scale and profitability, as well as improving its overall asset quality and core competitiveness [1][3] - Cooper New Energy, established in 2011, focuses on the research, production, and sales of internal equipment for wind power towers and intelligent equipment for wind power construction, with a registered capital of 70 million yuan [3] Group 2 - In the first half of the year, Cooper New Energy reported sales revenue of 122 million yuan, a year-on-year decrease of 16.92%, while net profit increased by 22.85% to 14.97 million yuan [3] - The major shareholders of Cooper New Energy include Yu Chunsheng, who holds 94.29% of the shares, and other partners holding minor stakes [3] - Huijin's business encompasses various fields, including banking financial electronic equipment, intelligent devices for government and enterprises, software system development, new energy technology development, and comprehensive information solutions [3]

Group 1 - The core viewpoint of the article is that 德合集团 (Dehe Group) reported a mid-year performance for 2025, showing an increase in revenue but a slight decrease in profit attributable to shareholders [1] - For the first half of 2025, the company's revenue reached HKD 451 million, representing an 11.42% year-on-year growth [1] - The profit attributable to shareholders for the same period was HKD 4.239 million, reflecting a decrease of 0.77% compared to the previous year [1] Group 2 - As of June 30, 2025, the company had a total of 62 renovation projects, which included both ongoing and awarded but not yet started projects, with a total contract value of approximately HKD 5.275 billion [1] - Among these projects, 36 had a contract value of HKD 50 million or more, with a combined contract value of approximately HKD 4.354 billion [1]

Group 1 - The core viewpoint of the article is that 德合集团 (Dehe Group) reported its mid-year results for 2025, showing an increase in revenue but a slight decrease in net profit [1] - The company's revenue reached approximately 451 million HKD, representing a year-on-year growth of 11.42% [1] - The net profit for the period was 4.239 million HKD, which reflects a year-on-year decrease of 0.77% [1] - Earnings per share were reported at 0.53 HKD cents [1] Group 2 - The increase in revenue is attributed to a higher number of small projects undertaken by the company during the reporting period [1]

Group 1 - The core viewpoint of the article is that 德合集团 (Dehe Group) reported its mid-year results for 2025, showing an increase in revenue but a slight decrease in net profit [1] - The company's revenue reached approximately 451 million HKD, representing a year-on-year growth of 11.42% [1] - The net profit for the period was 4.239 million HKD, which reflects a year-on-year decrease of 0.77% [1] - Earnings per share were reported at 0.53 HKD cents [1] - The increase in revenue is attributed to a higher number of small projects undertaken by the group during the reporting period [1]

[Condensed Consolidated Statement of Comprehensive Income](index=1&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) The Group's revenue increased by 11.4% to HK$450,905 thousand, while gross profit decreased by 8.0% to HK$51,376 thousand, and total comprehensive income remained stable at HK$4,239 thousand [Condensed Consolidated Statement of Comprehensive Income](index=1&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income_Detailed) For the six months ended June 30, 2025, the company's revenue increased by 11.4% to HK$450,905 thousand, but gross profit decreased by 8.0% to HK$51,376 thousand, leading to a gross margin reduction from 13.8% to 11.4%, while profit and total comprehensive income for the period remained stable at approximately HK$4,239 thousand Financial Performance Comparison (2025 vs 2024 H1) | Metric | 2025 H1 (HK$ thousand) | 2024 H1 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 450,905 | 404,683 | +11.4% | | Cost of services | (399,529) | (348,840) | +14.5% | | Gross profit | 51,376 | 55,843 | -8.0% | | Other income/(loss) net | 2,198 | (1,122) | N/A | | Administrative expenses | (30,592) | (31,126) | -1.7% | | Finance costs | (17,708) | (17,451) | +1.5% | | Profit before income tax expense | 5,274 | 6,144 | -14.1% | | Income tax expense | (1,035) | (1,872) | -44.8% | | Profit and total comprehensive income for the period attributable to owners of the Company | 4,239 | 4,272 | -0.8% | | Basic and diluted earnings per share (HK cents) | 0.53 | 0.53 | 0% | [Condensed Consolidated Statement of Financial Position](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) Total assets slightly decreased to HK$1,037,257 thousand, with a significant reduction in trade receivables and an increase in contract assets, while total equity and liabilities also saw minor changes [Condensed Consolidated Statement of Financial Position](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position_Detailed) As of June 30, 2025, total assets were HK$1,037,257 thousand, a slight decrease from December 31, 2024, with trade receivables significantly down and contract assets up, while total equity and liabilities also slightly decreased Financial Position Comparison (June 30, 2025 vs December 31, 2024) | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Non-current assets | 130,694 | 127,709 | +2.3% | | Current assets | 906,563 | 937,713 | -3.3% | | **Total assets** | 1,037,257 | 1,065,422 | -2.7% | | **Equity and Liabilities** | | | | | Total equity | 210,915 | 220,036 | -4.2% | | Non-current liabilities | 17,962 | 15,947 | +12.6% | | Current liabilities | 810,395 | 827,424 | -2.1% | | **Total liabilities** | 826,342 | 845,386 | -2.2% | | **Total equity and liabilities** | 1,037,257 | 1,065,422 | -2.7% | - Net trade receivables significantly decreased from **HK$158,961 thousand** as of December 31, 2024, to **HK$78,341 thousand** as of June 30, 2025[3](index=3&type=chunk)[23](index=23&type=chunk) - Contract assets increased from **HK$622,297 thousand** as of December 31, 2024, to **HK$680,130 thousand** as of June 30, 2025[3](index=3&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=4&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section details the Group's general information, accounting policies, revenue, tax, profit, earnings per share, dividends, and key financial position items including receivables, payables, and contingent liabilities [General Information](index=4&type=section&id=1.%20General%20Information) Dehe Group Holdings Limited, incorporated in the Cayman Islands, listed on the HKEX main board on July 17, 2020, primarily provides renovation and maintenance services for residential and commercial properties in Hong Kong - The Company was incorporated in the Cayman Islands on July 11, 2019, and its shares were listed on the Main Board of the Stock Exchange of Hong Kong on **July 17, 2020**[5](index=5&type=chunk) - The Group's principal activities are the provision of renovation services and repair and maintenance services for residential and commercial properties in Hong Kong[5](index=5&type=chunk) [Basis of Preparation and Accounting Policies](index=4&type=section&id=2.%20Basis%20of%20Preparation%20and%20Accounting%20Policies) Interim financial information is prepared under HKAS 34 and Listing Rules, read with annual financial statements, adopting relevant amended standards with no material impact, and noting new standards not yet effective - The condensed consolidated interim financial information is prepared in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and Hong Kong Accounting Standard **34 “Interim Financial Reporting”** issued by the Hong Kong Institute of Certified Public Accountants[6](index=6&type=chunk) - The preparation requires management to make judgments, estimates, and assumptions, where actual results may differ from these estimates[6](index=6&type=chunk) - The Group adopted HKAS 21 and HKFRS 1 (Amendments) “Lack of Exchangeability” during the period, which had no material impact on its performance or financial position[9](index=9&type=chunk) - Several new standards and amendments effective January 1, 2026, or January 1, 2027, are listed, and the Group is assessing their impact[10](index=10&type=chunk)[11](index=11&type=chunk)[12](index=12&type=chunk) [Revenue and Segment Information](index=6&type=section&id=4.%20Revenue%20and%20Segment%20Information) The Group's chief operating decision maker views renovation and maintenance services as a single operating segment, with HK$448,267 thousand from renovation and HK$2,638 thousand from maintenance for the six months ended June 30, 2025, all revenue and assets originating from Hong Kong Revenue Breakdown (For the six months ended June 30) | Service Type | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Renovation services | 448,267 | 403,075 | | Repair and maintenance services | 2,638 | 1,608 | | **Total revenue** | **450,905** | **404,683** | - All of the Group's revenue and assets are based in and generated from Hong Kong[15](index=15&type=chunk) [Income Tax Expense](index=7&type=section&id=5.%20Income%20Tax%20Expense) For the six months ended June 30, 2025, income tax expense decreased to HK$1,035 thousand from HK$1,872 thousand in the prior period, with Hong Kong profits tax levied at 8.25% for the first HK$2 million and 16.5% for the remainder Income Tax Expense Comparison (For the six months ended June 30) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Current income tax - Provision for the period | 1,035 | 1,463 | -29.3% | | Deferred income tax | 0 | 409 | -100% | | **Total income tax expense** | **1,035** | **1,872** | **-44.8%** | - Hong Kong profits tax is calculated under a two-tiered profits tax regime: **8.25%** on the first **HK$2 million** of assessable profits and **16.5%** on the remaining assessable profits[17](index=17&type=chunk) [Profit for the Period](index=7&type=section&id=6.%20Profit%20for%20the%20Period) Profit for the period is stated after deducting key expenses including subcontracting fees, material costs, depreciation, employee benefits, and finance costs, with subcontracting fees and material costs increasing year-on-year, while depreciation of right-of-use assets significantly decreased Key Deductions from Profit for the Period (For the six months ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Subcontracting fees | 270,011 | 251,826 | +7.2% | | Material costs | 88,189 | 53,616 | +64.5% | | Depreciation of plant and equipment | 283 | 459 | -38.4% | | Depreciation of right-of-use assets | 6,973 | 2,417 | +188.5% | | Employee benefit expenses (including directors' emoluments) | 53,050 | 52,229 | +1.6% | | Interest expense on borrowings | 17,106 | 17,351 | -1.4% | | Interest portion on lease liabilities | 602 | 100 | +502% | [Earnings Per Share](index=8&type=section&id=7.%20Earnings%20Per%20Share) For the six months ended June 30, 2025, basic and diluted earnings per share remained stable at **0.53 HK cents**, consistent with the prior period, due to no potential dilutive ordinary shares in issue Earnings Per Share (For the six months ended June 30) | Metric | 2025 (HK$/HK cents) | 2024 (HK$/HK cents) | | :--- | :--- | :--- | | Profit attributable to owners of the Company | 4,239,000 | 4,272,000 | | Weighted average number of ordinary shares in issue | 800,000,000 | 800,000,000 | | Basic and diluted earnings per share (HK cents) | 0.53 | 0.53 | - Diluted earnings per share is equal to basic earnings per share as there were no potential dilutive ordinary shares in issue during the reporting period[21](index=21&type=chunk) [Dividends](index=8&type=section&id=8.%20Dividends) The Board does not recommend an interim dividend for the six months ended June 30, 2025, while the 2024 final dividend of **1.67 HK cents** per share was approved by shareholders on June 25, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[22](index=22&type=chunk)[51](index=51&type=chunk) - The 2024 final dividend of **1.67 HK cents** per share (totaling **HK$13,360,000**) was approved by shareholders on **June 25, 2025**[22](index=22&type=chunk) [Trade Receivables](index=8&type=section&id=9.%20Trade%20Receivables) As of June 30, 2025, net trade receivables significantly decreased to HK$78,341 thousand from HK$158,961 thousand on December 31, 2024, with a notable reduction in receivables within 30 days Net Trade Receivables | Date | Amount (HK$ thousand) | | :--- | :--- | | June 30, 2025 | 78,341 | | December 31, 2024 | 158,961 | Trade Receivables Ageing Analysis (Before impairment allowance) | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | 1 to 30 days | 32,715 | 88,218 | | 31 to 60 days | 17,857 | 56,060 | | 61 to 90 days | 23,746 | 7,413 | | Over 90 days | 4,063 | 7,297 | | **Total** | **78,381** | **158,988** | [Trade Payables](index=9&type=section&id=10.%20Trade%20Payables) As of June 30, 2025, total trade payables decreased to HK$153,945 thousand from HK$171,044 thousand on December 31, 2024, with a significant reduction in payables over 90 days Trade Payables Ageing Analysis | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | 1 to 30 days | 109,364 | 125,273 | | 31 to 60 days | 24,842 | 19,891 | | 61 to 90 days | 13,134 | 8,168 | | Over 90 days | 6,605 | 17,712 | | **Total** | **153,945** | **171,044** | [Contingent Liabilities](index=9&type=section&id=11.%20Contingent%20Liabilities) As of June 30, 2025, the Group's contingent liabilities primarily consisted of performance bonds, increasing to HK$148,639 thousand from HK$126,423 thousand on December 31, 2024, related to renovation contracts Contingent Liabilities (Performance bonds) | Date | Amount (HK$ thousand) | | :--- | :--- | | June 30, 2025 | 148,639 | | December 31, 2024 | 126,423 | - The Group provided corporate guarantees for **13 renovation contracts**, which are expected to be released in accordance with the contract terms[26](index=26&type=chunk) [Management Discussion and Analysis](index=10&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the Group's financial performance, business operations, outlook, indebtedness, liquidity, foreign exchange risk, employee policies, and significant corporate events [Financial Review](index=10&type=section&id=Financial%20Review) For the six months ended June 30, 2025, revenue grew by 11.4% due to more small projects, but gross profit and margin declined due to lower profitability of these projects, while administrative and finance costs remained stable, as did total comprehensive income - Revenue increased by **11.4%** to **HK$450,905 thousand** (2024: HK$404,683 thousand), primarily due to an increase in the number of small-scale projects undertaken[27](index=27&type=chunk)[28](index=28&type=chunk) - Gross profit decreased by **8.0%** to **HK$51,376 thousand** (2024: HK$55,843 thousand), with gross margin declining from **13.8% to 11.4%**, mainly due to lower profit margins on small-scale projects[29](index=29&type=chunk) - Administrative expenses and finance costs remained relatively stable at approximately **HK$30,592 thousand** and **HK$17,708 thousand**, respectively[31](index=31&type=chunk)[32](index=32&type=chunk) - Profit and total comprehensive income for the period attributable to owners of the Company remained relatively stable at approximately **HK$4,239 thousand**[33](index=33&type=chunk) [Business Review and Outlook](index=11&type=section&id=Business%20Review%20and%20Outlook) As an experienced Hong Kong contractor, the Group provides renovation and maintenance services, holding 62 projects worth approximately HK$5,275 million as of June 30, 2025, and plans to leverage AI and big data for business stability, digital transformation, efficiency, and cost reduction amidst a slowing construction industry - The Group is an established contractor in Hong Kong with over **21 years** of operating history, providing renovation and repair and maintenance services[34](index=34&type=chunk) - As of June 30, 2025, the Group had **62 renovation projects** on hand with a total contract sum of approximately **HK$5,275 million** (December 31, 2024: 60 projects, approximately HK$5,371 million)[35](index=35&type=chunk) - The growth of Hong Kong's construction industry continues to slow, with the second half of 2025 expected to be challenging, yet government policies and industry trends present both challenges and opportunities[36](index=36&type=chunk) - The Group will allocate resources to develop its core business, explore potential opportunities, and prioritize advanced technologies and solutions, particularly **AI and big data applications**, to foster business stability, digital transformation, enhance efficiency, and reduce costs[37](index=37&type=chunk) [Indebtedness and Charges on Assets](index=13&type=section&id=Indebtedness%20and%20Charges%20on%20Assets) As of June 30, 2025, total indebtedness was approximately HK$488,002 thousand, a decrease from December 31, 2024, with bank facilities secured by directors' personal guarantees, corporate guarantees, properties, insurance contract investments, and pledged deposits, and no interest rate hedging policy currently in place Total Indebtedness | Date | Amount (HK$ thousand) | | :--- | :--- | | June 30, 2025 | 488,002 | | December 31, 2024 | 498,380 | - Bank facilities are secured by personal guarantees from directors, corporate guarantees, properties held by two directors and an associated company, insurance contract investments of approximately **HK$61,609 thousand**, and pledged time deposits of approximately **HK$4,122 thousand**[40](index=40&type=chunk)[41](index=41&type=chunk) - The Group currently has no interest rate hedging policy but closely monitors interest rate risk[40](index=40&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=14&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) The Group's capital structure remains unchanged since its 2020 listing, with HK$8,000 thousand in issued share capital, funding working capital through operating cash, bank borrowings, and external financing, resulting in a gearing ratio of **67.7%** and current ratio of **1.1** as of June 30, 2025 - The Company's issued share capital is **HK$8,000 thousand**, comprising **800,000,000 ordinary shares** in issue[42](index=42&type=chunk) - Working capital requirements are primarily financed by cash generated from operations, bank borrowings, and other external financing[42](index=42&type=chunk) Liquidity and Capital Structure Ratios | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Gearing ratio | 67.7% | 66.3% | | Current ratio | 1.1 | 1.1 | [Foreign Exchange Risk](index=14&type=section&id=Foreign%20Exchange%20Risk) The Group's significant transactions, assets, and liabilities are primarily denominated in HKD, resulting in no significant foreign exchange risk, with no hedging instruments currently used, but close monitoring and future policy consideration are in place - The Group's business is primarily denominated in Hong Kong dollars, resulting in no significant foreign exchange risk[44](index=44&type=chunk) - No financial instruments were used for hedging during the reporting period[44](index=44&type=chunk) [Employees and Remuneration Policy](index=15&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group had 223 employees, with remuneration including salaries, discretionary year-end bonuses, other allowances, and MPF contributions, determined by qualifications, experience, and performance, and employee benefit expenses slightly increased year-on-year - As of June 30, 2025, the Group employed **223 staff** (December 31, 2024: 233 staff)[45](index=45&type=chunk) - Remuneration packages include salaries, discretionary year-end bonuses, and other cash allowances, along with Mandatory Provident Fund (MPF) contributions[45](index=45&type=chunk) - Employee benefit expenses (including directors' emoluments) were approximately **HK$53,050 thousand** (2024: HK$52,229 thousand)[45](index=45&type=chunk) [Material Investments, Acquisitions or Disposals](index=15&type=section&id=Material%20Investments%2C%20Acquisitions%20or%20Disposals) During the reporting period, the Group had no material investments, acquisitions, or disposals, nor has the Board authorized any formal plans for such future activities - There were no material investments, acquisitions, or disposals during the reporting period[46](index=46&type=chunk) - The Board has not authorized any formal plans for material investments, acquisitions, or disposals[46](index=46&type=chunk) [Future Plans for Material Investments or Capital Assets](index=15&type=section&id=Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) As of June 30, 2025, the Group had no other future plans for material investments or capital assets - There were no other future plans for material investments or capital assets[47](index=47&type=chunk) [Capital Commitments](index=15&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group had no material capital commitments - There were no material capital commitments[48](index=48&type=chunk) [Contingent Liabilities](index=15&type=section&id=Contingent%20Liabilities_MD%26A) Aside from disclosed performance bonds, the Group had no other material contingent liabilities as of June 30, 2025 - Save for the performance bonds disclosed, there were no other material contingent liabilities as at June 30, 2025[49](index=49&type=chunk) [Events After the Reporting Period](index=15&type=section&id=Events%20After%20the%20Reporting%20Period) No other significant events occurred after the reporting period and up to the date of this announcement - No other significant events occurred after the reporting period[50](index=50&type=chunk) [Corporate Governance and Other Information](index=16&type=section&id=Corporate%20Governance%20and%20Other%20Information) This section covers interim dividend policy, securities transactions, directors' compliance, corporate governance practices, share options, director information changes, interim results review, and publication details [Interim Dividend](index=16&type=section&id=Interim%20Dividend) The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend[51](index=51&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=16&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) During the reporting period, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[52](index=52&type=chunk) [Directors' Securities Transactions](index=16&type=section&id=Directors%27%20Securities%20Transactions) The Company adopted the Model Code in Appendix C3 of the Listing Rules, and all Directors confirmed compliance with it during the reporting period - The Company has adopted the Model Code as set out in Appendix C3 of the Listing Rules[53](index=53&type=chunk) - All Directors confirmed compliance with the Model Code during the reporting period[53](index=53&type=chunk) [Corporate Governance Practices](index=16&type=section&id=Corporate%20Governance%20Practices) Except for the combined roles of Chairman and Chief Executive Officer, the Company complied with the Corporate Governance Code in Appendix C1 of the Listing Rules, with the Board deeming Mr Wu's dual role beneficial due to his experience and independent non-executive directors' oversight - The Company complied with the Corporate Governance Code, except for the combined roles of Chairman and Chief Executive Officer[54](index=54&type=chunk)[55](index=55&type=chunk) - The Board believes Mr. Wu's dual role is in the best interest of the Group due to his industry experience, familiarity with the business, and sufficient safeguards provided by Board consultations and the independent views of three independent non-executive Directors[55](index=55&type=chunk) [Share Options](index=17&type=section&id=Share%20Options) The share option scheme, conditionally adopted on June 16, 2020, aims to recognize and incentivize eligible participants, with no outstanding share options as of June 30, 2025 - The Share Option Scheme was adopted on **June 16, 2020**, to recognize, motivate, and retain eligible participants[56](index=56&type=chunk) - As of June 30, 2025, no share options had been granted and remained outstanding under the Share Option Scheme[57](index=57&type=chunk) [Changes in Directors' Information](index=17&type=section&id=Changes%20in%20Directors%27%20Information) Dr. Ho Ka Yan has been appointed as a member of the Company's Nomination Committee, effective June 30, 2025 - Dr. Ho Ka Yan was appointed as a member of the Nomination Committee with effect from **June 30, 2025**[58](index=58&type=chunk) [Review of Interim Results](index=18&type=section&id=Review%20of%20Interim%20Results) The condensed consolidated interim financial information was not audited or reviewed by the Company's auditor but was reviewed by the Audit Committee, which, along with management, had no disagreement on accounting principles or practices - The interim financial information has not been audited or reviewed by the Company's auditor[59](index=59&type=chunk) - It has been reviewed by the Audit Committee, which had no disagreement with the accounting principles and practices[59](index=59&type=chunk) [Publication of Interim Results and Interim Report](index=18&type=section&id=Publication%20of%20Interim%20Results%20and%20Interim%20Report) The interim results announcement is published on the HKEX and Company websites, and the interim report will also be published there and dispatched to shareholders - The interim results announcement has been published on the Stock Exchange's website and the Company's website[60](index=60&type=chunk) - The interim report will be published on the websites and dispatched to shareholders[60](index=60&type=chunk) [Acknowledgement](index=18&type=section&id=Acknowledgement) The Board extends gratitude to shareholders, clients, suppliers, subcontractors, bankers, professionals for their continued support, and to the management team and staff for their dedication and contributions - The Board expresses its gratitude to all stakeholders[61](index=61&type=chunk) - The executive Directors are Mr. Wu Chi Chiu and Ms. Chiu Hoi Yin; the independent non-executive Directors are Mr. Yip Kit Chau, Mr. Law Hung Wai, and Dr. Ho Ka Yan[63](index=63&type=chunk)