香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容 概不負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就 因本公告全部或任何部分內容而產生或因依賴該等內容而引致之任何損 失承擔任何責任。 Superland Group Holdings Limited 德 合 集 團 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：368） 截 至 二 零 二 二 年 十 二 月 三 十 一 日 止 年 度 之 年 度 業 績 公 告 德合集團控股有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然公佈本 公司及其附屬公司（統稱「本集團」）截至二零二二年十二月三十一日止年 度之經審核綜合業績，連同截至二零二一年十二月三十一日止年度同期 之比較數字如下： 綜合全面收益表 截至二零二二年十二月三十一日止年度 二零二二年 二零二一年 附註 千港元 千港元 收益 5 819,302 798,108 服務成本 (705,279) (695,810) 毛利 114,023 102,298 其他收入 6 12,405 628 其他虧損淨額 (2,466) (57) 行政費用 (74,602 ...

Financial Performance - Revenue for the six months ended June 30, 2022, was approximately HK$311,235,000, compared to HK$327,838,000 for the same period in 2021, indicating stability [21]. - Gross profit for the six months ended June 30, 2022, was approximately HK$36,546,000, with a gross profit margin of approximately 11.7%, compared to HK$34,887,000 and 10.6% in 2021 [21]. - The loss attributable to owners of the Company for the six months ended June 30, 2022, was approximately HK$9,246,000, representing an increase of approximately 18.1% from HK$7,826,000 in 2021 [21]. - Revenue for the six months ended June 30, 2022, was HK$311,235,000, a decrease of 5.1% from HK$327,838,000 in the same period of 2021 [127]. - Gross profit for the same period was HK$36,546,000, representing a gross margin of 11.7% compared to 10.6% in 2021 [127]. - Loss attributable to owners of the Company for the period was HK$9,246,000, compared to a loss of HK$7,826,000 in 2021, indicating a 18.1% increase in loss [127]. - Basic and diluted loss per share was HK$1.16, compared to HK$0.98 in the previous year, reflecting a 18.4% increase in loss per share [127]. Revenue Breakdown - For the six months ended June 30, 2022, the Group's revenue from fitting-out services was HK$309,418,000, a decrease of 5.3% from HK$326,839,000 in the same period of 2021 [165]. - Revenue from repair and maintenance services increased significantly to HK$1,817,000, compared to HK$999,000 in the previous year, marking an increase of 81.8% [165]. - The Group's total revenue for the six months ended June 30, 2022 was HK$311,235,000, down from HK$327,838,000 in 2021, reflecting a decrease of 5.1% [165]. Expenses and Costs - Other income decreased by approximately 97.2%, from HK$564,000 in 2021 to HK$16,000 in 2022, primarily due to reduced subsidies from the Hong Kong government [21]. - Administrative expenses remained stable at approximately HK$36,586,000 in 2022, compared to HK$38,496,000 in 2021 [21]. - Employee benefit expenses for the six months ended June 30, 2022, totaled approximately HK$53,033,000, slightly up from approximately HK$52,305,000 for the same period in 2021 [49]. - The Group's employee benefit expenses for the period were HK$53,723,000, an increase from HK$52,305,000 in the previous year, representing a rise of 2.7% [178]. - Finance costs were approximately HK$5,808,000 in 2022, slightly up from HK$5,348,000 in 2021, indicating stability [21]. - The Group's interest expenses on borrowings increased to HK$5,725,000 from HK$5,117,000, reflecting an increase of 11.9% [178]. Assets and Liabilities - The Group's total debt, including bank borrowings and lease liabilities, was approximately HK$335,849,000 as of June 30, 2022, compared to approximately HK$272,185,000 as of December 31, 2021 [37]. - The gearing ratio of the Group was approximately 66.3% as of June 30, 2022, up from approximately 57.4% as of December 31, 2021 [43]. - Total assets as of June 30, 2022, were HK$659,797,000, a slight increase from HK$648,814,000 as of December 31, 2021 [131]. - Total equity attributable to owners of the Company decreased to HK$141,673,000 from HK$150,919,000, a decline of 6.1% [131]. - Trade receivables increased to HK$110,575,000 from HK$92,059,000, representing a growth of 20.1% [131]. - Cash and cash equivalents decreased to HK$53,405,000 from HK$62,317,000, a decline of 14.5% [131]. - Borrowings increased to HK$332,199,000 from HK$265,186,000, indicating a rise of 25.2% [134]. Market Position and Strategy - The Group plans to increase its market share in the fitting-out industry in Hong Kong, supported by the government's commitment to develop land resources [29]. - The Group's technologies and technical solutions are aimed at creating a one-stop home furnishings solution to improve cost savings and efficiency [35]. - The Group will closely monitor its working capital management and adjust business strategies as necessary in response to market conditions [36]. - The Group expects to face ongoing challenges due to the impact of the COVID-19 pandemic, despite recent stabilization [31]. - The Group will assess opportunities arising from the application of its technologies and technical solutions to the general public [38]. Shareholder Information - The Group's issued capital was HK$8,000,000 with 800,000,000 ordinary shares as of June 30, 2022 [41]. - As of June 30, 2022, Mr. Ng and Ms. Zhao each hold 600,000,000 shares, representing a 75% long position in the company [82]. - Mr. Ng is deemed to be interested in the entire issued share capital of Fate Investment Company Limited, which holds the same number of shares [84]. - The company's share option scheme was adopted on June 16, 2020, and is valid until June 15, 2030, aimed at motivating eligible participants and retaining business relationships [103]. - The Company granted 4,000,000 share options at an exercise price of HK$0.712 per share on 1 April 2021 [105]. - As of 30 June 2022, all 4,000,000 share options granted under the Share Option Scheme were cancelled [113]. - The Directors did not recommend the payment of an interim dividend for the six months ended June 30, 2022, consistent with the same period in 2021 [185]. Corporate Governance - The Company’s Audit Committee reviewed the interim results for the six months ended 30 June 2022, ensuring compliance with applicable accounting standards [123]. - Ms. Ho Nga Ling resigned as an executive Director effective 31 August 2022, following a mutual decision not to renew her service contract [122]. - The Group did not have any significant related party transactions during the six months ended June 30, 2022 [72]. - There were no significant contingent liabilities as of June 30, 2022, consistent with the position as of December 31, 2021 [64]. Cash Flow - Net cash used in operating activities was $(50,559) thousand, compared to $(22,049) thousand in the previous period [143]. - Net cash used in investing activities totaled $(19,693) thousand, an increase from $(11,474) thousand in the prior period [143]. - Net cash generated from financing activities was $61,340 thousand, up from $29,166 thousand year-over-year [143]. - Cash and cash equivalents at the end of the period were $53,405 thousand, compared to $49,771 thousand at the end of the previous period [143]. - The company reported a net decrease in cash and cash equivalents of $(8,912) thousand, compared to $(4,357) thousand in the prior period [143]. Compliance and Accounting - The financial statements were prepared in accordance with Hong Kong Accounting Standard ("HKAS") 34 for interim financial reporting [150]. - Management is assessing the impact of new accounting standards effective from January 1, 2023, which have not been early adopted [160].

Financial Performance - The Group's revenue for the year ended December 31, 2021, was approximately HK$798,108,000, representing an increase of approximately 17.3% compared to HK$680,212,000 in 2020[14]. - The net profit for the year ended December 31, 2021, was approximately HK$12,597,000, a decrease of approximately 30.2% from HK$18,049,000 in 2020[14]. - Excluding one-off and non-recurring items, the adjusted profit attributable to owners for 2021 would be approximately HK$12,033,000, reflecting an increase of approximately 17.7% compared to the adjusted figure for 2020[14]. - The gross profit for the year ended December 31, 2021, was approximately HK$102,298,000, with a gross profit margin of approximately 12.8%, compared to HK$93,197,000 and 13.7% in 2020[29]. - Other income decreased significantly by approximately 96.0%, from approximately HK$15,797,000 in 2020 to approximately HK$628,000 in 2021[31]. - Administrative expenses increased by approximately 11.3%, from approximately HK$68,792,000 in 2020 to approximately HK$76,547,000 in 2021[33]. - Finance costs decreased by approximately 27.4%, from approximately HK$14,647,000 in 2020 to approximately HK$10,638,000 in 2021[45]. - Profit attributable to owners of the Company for the year ended December 31, 2021, was approximately HK$12,597,000, representing a decrease of approximately 30.2% from HK$18,049,000 in 2020[46]. Project and Contract Information - The Group had a total of 43 fitting-out projects on hand as of December 31, 2021, with an aggregate total contract sum of approximately HK$3,221 million[56]. - Among the projects on hand, 25 projects had a total contract sum of approximately HK$2,865 million, an increase from 23 projects amounting to approximately HK$2,597 million in 2020[56]. - As of December 31, 2021, the Group had a total of 43 renovation projects with a total contract value of approximately HK$3,221 million[59]. - Among these, 25 projects had a contract value of approximately HK$50 million or more, totaling approximately HK$2,865 million, an increase from 23 projects valued at approximately HK$2,597 million as of December 31, 2020[59]. Debt and Financial Ratios - The Group's total debt, including bank borrowings and lease liabilities, was approximately HK$272,185,000 as of December 31, 2021, compared to approximately HK$235,276,000 as of December 31, 2020[65]. - The gearing ratio of the Group was approximately 57.4% as of December 31, 2021, compared to approximately 56.4% as of December 31, 2020[72]. - The current ratio of the Group remained stable at approximately 1.2 as of December 31, 2021, consistent with the previous year[72]. Technology and Business Strategy - The Group is leveraging first-mover advantages in technologies such as virtual reality, digital design services, and three-dimensional laser scanning to drive business growth and diversification[22]. - The Group aims to realize and commercialize its existing and future technologies to create new opportunities and enhance value[22]. - The Group is focusing on diversifying its technology and solutions, including virtual reality technology and digital design services, to create new opportunities and enhance business growth[28]. - The Group intends to commercialize its existing technologies and technical solutions to create new opportunities and enhance cost savings[64]. - The Group has successfully launched certain technologies and aims to solidify their development for industry participants and end users[66]. Employee and Management Information - As of December 31, 2021, the Group employed a total of 264 employees, an increase from 254 employees in 2020[81]. - Employee benefit expenses, including Directors' emoluments, amounted to approximately HK$109,865,000 for the year ended December 31, 2021, compared to approximately HK$99,302,000 in 2020, representing an increase of about 10%[86][91]. - Contributions to the defined contribution retirement scheme for the year ended December 31, 2021, were approximately HK$3,558,000, up from approximately HK$3,467,000 in 2020[83][85]. Corporate Governance - The Board is responsible for corporate policy formulation, business strategic planning, risk management, and significant operational and financial matters[113]. - The Company has adopted the Model Code for Securities Transactions by Directors, ensuring compliance by all Directors for the year ended December 31, 2021[114]. - The Board comprises seven members, including three executive Directors, one non-executive Director, and three independent non-executive Directors[122]. - Each executive Director has a service contract for a term of two or three years, while non-executive Directors have a three-year appointment[125]. - The Board has established various committees, including the Remuneration Committee, Nomination Committee, and Audit Committee, to delegate specific responsibilities[118]. - The Company provides appropriate insurance cover for Directors' and officers' liabilities arising from corporate activities[121]. - The Board continuously reviews and improves corporate governance practices to create long-term value for shareholders[114]. - Independent non-executive Directors provide independent professional judgments on the Group's development and risk management[123]. - The Company ensures that all Directors have access to Board papers and can seek independent professional advice at the Company's expense[119]. - The Board is committed to maintaining high levels of corporate governance and transparency in management practices[114]. - The Board chairman and independent non-executive Directors met at least once without the presence of other executive Directors for the year ended December 31, 2021[193]. - Regular Board meetings are held at least four times annually, with additional meetings as deemed appropriate by the Board[197]. - Meeting papers are sent to Directors at least 3 days before meetings to keep them informed of the Group's latest developments and financial position[199]. Future Outlook - The fifth wave of COVID-19 is expected to impact the overall economy of Hong Kong in the short term, affecting the Group's future prospects[57]. - The Group will adopt a cautious approach to ensure corporate sustainability in 2022 and closely monitor working capital management[65]. IPO and Capital Management - The net proceeds raised from the IPO were approximately HK$79.4 million, with HK$59.8 million utilized by December 31, 2021, leaving HK$19.6 million unutilized[87][90]. - The Group did not have any significant investments, material acquisitions, or disposals for the year ended December 31, 2021[95][100]. - There were no significant capital commitments as of December 31, 2021[97][102]. - The Group did not anticipate any changes to the plan regarding the use of IPO proceeds as of the date of the annual report[88][92]. Risk Management - The Group closely monitors its foreign currency exposure and has not employed any financial instruments for hedging purposes as of December 31, 2021[80][84].

Financial Performance - The revenue for the six months ended June 30, 2021, was approximately HK$327,838,000, representing an increase of approximately 10.7% compared to HK$296,233,000 for the same period in 2020[19] - The gross profit for the six months ended June 30, 2021, was approximately HK$34,887,000, with a stable gross profit margin of approximately 10.6%[21] - Other income decreased by approximately 74.0%, from approximately HK$2,171,000 in 2020 to approximately HK$564,000 in 2021, primarily due to the reduction in subsidies from the Employment Support Scheme[23] - Administrative expenses increased by approximately 15.8%, from approximately HK$33,243,000 in 2020 to approximately HK$38,496,000 in 2021[26] - Finance costs decreased by approximately 35.9%, from approximately HK$8,337,000 in 2020 to approximately HK$5,348,000 in 2021, due to reduced usage of bank borrowings[38] - The loss attributable to the owners of the Company for the six months ended June 30, 2021, was approximately HK$7,826,000, a decrease of approximately 13.4% from approximately HK$9,038,000 in 2020[39] - For the six months ended 30 June 2021, the Group's financial costs decreased by approximately 35.9%, amounting to about HK$5,348,000 compared to HK$8,337,000 for the same period in 2020[43] - The total loss attributable to owners for the six months ended 30 June 2021 was approximately HK$7,826,000, a reduction of about 13.4% from HK$9,038,000 in the previous year[45] Assets and Liabilities - Total assets as of June 30, 2021, amounted to HK$585,075,000, up from HK$514,000,000 as of December 31, 2020, marking an increase of 13.8%[164] - The Group's total debt, including bank borrowings and lease liabilities, was approximately HK$270,020,000 as of 30 June 2021, an increase from approximately HK$235,276,000 as of 31 December 2020[60] - As of June 30, 2021, total liabilities increased to HK$454,912,000, up from HK$376,208,000 as of December 31, 2020, representing a 20.8% increase[167] - Current liabilities decreased to HK$448,277,000 from HK$375,020,000, indicating a reduction of 15.5%[167] - Lease liabilities rose significantly to HK$6,635,000 from HK$1,188,000, marking a 460.5% increase[167] - Borrowings increased to HK$259,735,000 from HK$232,906,000, which is an increase of 11.5%[167] Shareholder Information - The Group's issued capital was HK$8,000,000 with 800,000,000 shares issued at HK$0.01 each as of 30 June 2021[62] - As of June 30, 2021, Mr. Ng holds 600,000,000 shares, representing a 75% shareholding in the Company[99] - The Company did not recommend the payment of an interim dividend for the six months ended June 30, 2021[89] - For the six months ended June 30, 2021, the Company did not declare an interim dividend to shareholders[93] Cash Flow and Financing - The company reported a net cash used in operating activities of HK$22,049,000 for the six months ended June 30, 2021, compared to a net cash generated of HK$36,752,000 in the same period of 2020[176] - The company’s cash flow from financing activities generated HK$29,166,000, compared to a cash outflow of HK$19,141,000 in the previous period[176] - The Group plans to monitor its working capital management closely and adjust its business strategies as necessary in response to the ongoing COVID-19 pandemic[57] - The Group will consider various sources for funding its working capital, including cash generated from operations and net proceeds from the IPO[68] Corporate Governance - The Company complied with the Corporate Governance Code provisions during the six months ended June 30, 2021[91] - The roles of chairman and CEO are not separated, as the Board believes this is in the best interest of the Group[92] - The Company had three independent non-executive Directors on the Board to ensure a balance of power[92] - All Directors confirmed compliance with the Model Code for Securities Transactions throughout the reporting period[94] Share Options - As of June 30, 2021, the company granted 4,000,000 share options at an exercise price of HK$0.712 per share[120] - None of the 4,000,000 share options were exercised, expired, or lapsed during the six months ended June 30, 2021, remaining outstanding[128] - The total number of share options granted under the Share Option Scheme represents 0.5% of the total number of issued shares[131] - The fair values of the share options granted during the period were approximately HK$1,424,000, with share option expenses recognized of approximately HK$197,000[131] - The expected life of the share options is ten years, based on management's best estimates[144] - The expected volatility of the shares is calculated based on the historical volatility of closing prices from the Listing Date to the day immediately before the Date of Grant[143] Business Outlook - The Group intends to commercialize its existing technologies and technical solutions, aiming to launch a total solution for the fitting-out, interior design, and construction industries once it matures[55] - The Group expects to maintain stability in the fitting-out industry in Hong Kong in the long term, supported by the government's ongoing development of land resources to meet housing demand[54] - The company is primarily engaged in providing fitting-out services and repair and maintenance services for residential and commercial properties in Hong Kong[184] Accounting Policies - The condensed consolidated financial statements for the six months ended June 30, 2021, have been prepared in accordance with HKAS 34, reflecting the continuation of the listing business[191] - The accounting policies used in the preparation of the condensed consolidated financial statements are consistent with those applied in the previous year ended December 31, 2020[193] - The group has applied amendments to HKFRSs effective from January 1, 2021, which had no material impact on the financial positions and performance for the current and prior periods[197] - New amendments to HKFRSs effective from January 1, 2022, are being assessed by management for their potential impact on future financial reporting[198]

Superland Group Holdings Limited 德合集團控股有限公司 (於開曼群島註冊成立的有限公司) (Incorporated in the Cayman Islands with limited liability) Stock Code 股份代號: 368 2020 Annual Report 2020 年年報 Contents 目錄 Page 頁次 2 Corporate Information 公司資料 4 Chairman's Statement 主席報告 Management Discussion and Analysis 5 管理層討論及分析 Corporate Governance Report 12 企業管治報告 29 Environmental, Social and Governance Report 環境、社會及管治報告 ୧8 Profile of Directors and Senior Management 童事及高级管理層履歷 75 Report of the Directors 董事會報告 88 Independent Auditor's Report 獨 ...

Revenue and Profitability - Revenue for the six months ended June 30, 2020, was HK$296,233,000, a decrease of 16.5% compared to HK$354,952,000 in the same period of 2019[20] - Gross profit for the same period was HK$31,418,000, representing a gross margin of approximately 10.6%[20] - Loss before income tax for the six months was HK$10,599,000, compared to a loss of HK$7,722,000 in the prior year, indicating a 37.5% increase in losses[20] - The company reported a loss per share of HK$1.51 for the period, compared to HK$1.12 in the same period last year, indicating a worsening of the loss per share by 34.8%[20] - The company reported a loss of HK$9,038,000 for the six months ended June 30, 2020, compared to a loss of HK$6,691,000 for the same period in 2019[31] - Total revenue for the six months ended June 30, 2020, was HK$296,233,000, compared to HK$354,952,000 in 2019, indicating an overall decrease of 16.5%[75] Assets and Liabilities - Total assets as of June 30, 2020, were HK$531,737,000, down from HK$710,430,000 as of December 31, 2019, reflecting a decrease of 25.2%[24] - As of June 30, 2020, total liabilities decreased to HK$515,038,000 from HK$554,693,000 as of December 31, 2019, representing a reduction of approximately 7.1%[27] - Current liabilities decreased from HK$550,081,000 to HK$511,664,000, a decline of about 6.9%[27] - The total equity attributable to the owners of the company decreased to HK$16,699,000 from HK$155,737,000, a decline of 89.3%[24] - The total equity as of June 30, 2020, was HK$16,699,000, down from HK$155,737,000 at the beginning of the year, reflecting a significant decrease due to losses and dividend payments[31] Cash Flow and Liquidity - Cash and cash equivalents increased to HK$34,264,000 from HK$10,847,000, showing a significant improvement in liquidity[24] - Net cash generated from operating activities for the six months ended June 30, 2020, was HK$36,752,000, compared to a net cash used of HK$16,626,000 in the same period of 2019[36] - Cash and cash equivalents at the end of the period increased to HK$34,264,000 from HK$12,377,000 in the previous year, marking an increase of approximately 176.5%[36] Expenses and Income - Administrative expenses increased to HK$37,073,000 from HK$28,366,000, representing a rise of 30.8%[20] - The company recognized other income of HK$2,171,000, compared to no other income in the previous year[20] - Employee benefits expenses increased to HK$48,316,000 in 2020 from HK$43,081,000 in 2019, reflecting a rise of approximately 7%[92] - The Group's total income tax credit for the period was HK$1,561,000, compared to HK$1,031,000 in 2019[86] Trade Receivables and Payables - Trade receivables decreased to HK$51,924,000 from HK$131,057,000, a reduction of 60.4%[24] - Trade payables decreased to HK$54,471,000 from HK$71,016,000, a reduction of about 23.2%[27] - The ageing analysis of trade receivables shows that amounts overdue by 0-30 days decreased from HK$67,143,000 to HK$40,103,000, a decline of 40.3%[115] - The company’s total trade receivables showed a significant reduction in the 31-60 days category, dropping from HK$41,136,000 to HK$11,423,000, a decrease of 72.2%[115] Dividends and Share Capital - The company paid dividends totaling HK$130,000,000 during the reporting period[31] - The Group declared a special dividend of HK$130 million on 10 January 2020, fully settled before the listing[107] - No interim dividend was recommended for the six months ended June 30, 2020[109] - As of June 30, 2020, the company had a total share capital of HK$20,000,000 after the creation of an additional 1,962,000,000 shares on June 16, 2020[165] Government Subsidies and Financial Instruments - The Group received a government subsidy of HK$2,171,000 during the six months ended 30 June 2020, while no subsidy was recorded in 2019[84] - The Group's financial instruments' fair value is categorized into three levels, with the carrying amount of financial assets and liabilities approximating their fair values due to short-term maturities or floating rates[66] Management and Governance - The unaudited interim condensed consolidated financial statements were approved by the Board on August 28, 2020, indicating timely governance and oversight[196] - The Group's management structure includes a Board responsible for planning and directing activities, ensuring strategic oversight[197] - The Group's financial disclosures include related party transactions, emphasizing transparency in financial reporting[195] Leasing and Contingent Liabilities - The Group's lease liabilities related to properties leased from Directors and a related company amounted to approximately HK$5,060,000, down from approximately HK$6,029,000 as of December 31, 2019, representing a decrease of about 16.1%[191] - The corresponding right-of-use assets as of June 30, 2020, were approximately HK$4,888,000, a decrease from approximately HK$5,867,000 as of December 31, 2019, indicating a decline of about 16.7%[192] - The company had contingent liabilities related to a rental claim amounting to approximately HK$275,000 as of January 6, 2020[177] Initial Public Offering - The company raised approximately HK$79.4 million from its initial public offering on July 17, 2020, after deducting underwriting fees and other expenses[182] - The company issued 200,000,000 ordinary shares at a price of HK$0.63 each in relation to its listing on the Main Board of the Stock Exchange[182]