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） 董事名單及其職責與職能 德合集團控股有限公司董事（「董事」）會（「董事會」）成員列載如下： 執行董事 吳志超先生 （ 主席兼行政總裁 ） 趙海燕女士 非執行董事 呂迪祈先生 獨立非執行董事 葉杰洲先生 羅洪偉先生， CPA 何嘉恩博士 董事會已設立三個董事委員會。下表提供各董事會成員於該等委員會所擔任職務 的資料。 | | 董事委員會 | 審核委員會 | 薪酬委員會 | 提名委員會 | | --- | --- | --- | --- | --- | | 董事 | | | | | | 吳志超先生 | | | | 主席 | | 趙海燕女士 | | | | | | 呂迪祈先生 | | | | | | 葉杰洲先生 | | 主席 | 成員 | 成員 | | 羅洪偉先生， | CPA | 成員 | 主席 | 成員 | | 何嘉恩博士 | | 成員 | 成員 | 成員 | 附註： 主席：相關董事委員會主席 成員：相關董事委員會成員 香港，二零二五年十二月十五日 ...

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 – 1 – 呂先生應任職至本公司下屆股東週年大會，將須根據本公司組織章程細則以及上 市規則附錄C1所載的企業管治守則輪席退任及重選連任。本公司與呂先生已訂立 委任函，自二零二五年十二月十五日起為期兩年，直至任何一方發出至少三個月 通知終止。根據上述委任函，呂先生無權收取任何董事袍金或薪酬。 除上文所披露外，董事會並不知悉任何其他根據上市規則第13.51 (2)條須予披露的 資料，亦無有關其獲委任的其他事宜須敦請本公司股東及聯交所垂注。 董事會謹藉此機會熱烈歡迎呂先生加入董事會。 （於開曼群島註冊成立的有限公司） （股份代號：368） 委任非執行董事 德合集團控股有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然宣佈，呂迪祈 先生 ...

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11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12月2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 ...

Group 1 - The core viewpoint of the news highlights the performance of 德合集团 (Dehe Group), which has shown significant stock price appreciation, outperforming the Hang Seng Index [1][2] - As of November 28, the stock price of 德合集团 closed at 0.425 HKD per share, with a monthly increase of 26.23% and a year-to-date increase of 68.96% [1][2] - The financial data indicates that by June 30, 2025, 德合集团 is projected to achieve total revenue of 411 million HKD, reflecting a year-on-year growth of 11.42%, while net profit attributable to shareholders is expected to be 3.87 million HKD, a slight decrease of 0.77% [2] Group 2 - The company has a current price-to-earnings (P/E) ratio of 16.34, ranking 61st in its industry, while the average P/E ratio for the construction industry is -7.19 [3] - 德合集团 is recognized as a significant contractor in Hong Kong with over 15 years of operational history, providing specialized renovation and maintenance services [3] - The group is actively exploring and applying the latest technologies, including virtual reality and digital design services, to enhance its renovation service offerings and achieve business diversification [3]

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 的 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的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） 自願公告 有關租賃協議的補充契據 茲提述德合集團控股有限公司日期為二零二四年九月二日的公告（「該公告」），內 容 有 關 創 基 工 程 有 限 公 司（ 作 為 承 租 人 ）與 獨 立 第 三 方 Spring Yield Investments Limited（ 作為出租人 ）於同日就香港九龍九龍灣宏開道8號其士商業中心18樓全層 訂立的租賃協議。除本公告另有界定者外，本公告所用詞彙與該公告所界定者具 有相同涵義。 租賃協議的修訂 該物業目前由承租人用作其業務經營的香港辦公室。董事會認為較短的租期將為 本 集 團 日 後選 擇 合 適 的 辦 公 室 物 業（ 經 考 慮 ...

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10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11月4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 ...