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 香港，二零二五年八月十五日 於本公告日期，執行董事為吳志超先生及趙海燕女士；及獨立非執行董事為葉杰 洲先生、羅洪偉先生，CPA及何嘉恩博士。 請同時參閱於本公司網站www.superland-group.com刊登的本公告內容。 董事會會議日期 德合集團控股有限公司（「本公司」）董事（「董事」）會（「董事會」）宣佈，本公司將於 二零二五年八月二十七日（ 星期三 ）舉行董事會會議，藉以（ 其中包括 ）考慮及批准 刊發本公司及其附屬公司截至二零二五年六月三十日止六個月的中期業績公告及 考慮派付中期股息（ 如有 ），以及處理任何其他事宜。 承董事會命 德合集團控股有限公司 主席、行政總裁兼執行董事 吳志超 德 合 集 團 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） ...

公司名稱: 德合集團控股有限公司 呈交日期: 2025年8月5日 I. 法定/註冊股本變動 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7月31日 狀態: 新提交 致：香港交易及結算所有限公司 | 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/註冊股本 ...

Group 1: Financial Policies and Market Developments - The China Securities Regulatory Commission (CSRC) is actively promoting the implementation of the fifth set of listing standards for the Sci-Tech Innovation Board [1] - The People's Bank of China (PBOC) will conduct a 500 billion yuan MLF operation on May 23, with a net injection of 375 billion yuan for the month [3] - The Shanghai Municipal Government has released opinions to deepen reforms and accelerate the high-quality development of the technology service industry, focusing on intellectual property and technology asset financing [4] Group 2: Company News - Hongchuang Holdings plans to acquire 100% equity of Shandong Hongtuo Industrial Co., Ltd. for 63.518 billion yuan, constituting a major asset restructuring [5] - New China Life Insurance has signed a contract to establish the Honghu Fund Phase II with a total scale of 20 billion yuan, focusing on long-term stock investments [5] - Tian Tie Technology has signed a strategic cooperation agreement with Shenzhen Xinjie Energy Technology Co., Ltd. for the supply and development of solid-state battery materials [6] - Sany Heavy Industry has submitted an application for H-share issuance and listing on the Hong Kong Stock Exchange [6] - ST Huijin will suspend trading on May 23 and will resume trading on May 26, with the stock name changing from "ST Huijin" to "Huijin Co., Ltd." [7] - Xiaomi held a 15th-anniversary strategic product launch, introducing new products including the Xiaomi 15S Pro smartphone and the Xiaomi YU7 SUV [7] Group 3: Market Insights - Galaxy Securities reports that the asymmetric interest rate cuts will stabilize bank interest margins, with a potential turning point for bank performance due to recent financial policy measures [8] - Huatai Securities emphasizes the importance of urban renewal in stabilizing the real estate market, recommending real estate stocks with strong credit and product quality [8]

Financial Performance - The Group's revenue for the year ended December 31, 2024, was approximately HK$902,316,000, a decrease of approximately 10.5% compared to HK$1,008,101,000 in 2023[11]. - The net profit for the year ended December 31, 2024, was approximately HK$18,884,000, representing a decrease of approximately 14.8% from HK$22,168,000 in 2023[11]. - The gross profit for the years ended 31 December 2024 and 2023 was approximately HK$120,939,000 and HK$129,565,000, respectively, with gross profit margins of approximately 13.4% and 12.9%[24][28]. - Profit attributable to owners of the Company for the years ended 31 December 2024 and 2023 was approximately HK$18,884,000 and HK$22,168,000, respectively, representing a decrease of approximately 14.8%[34][38]. - The Group's financial performance reflects ongoing challenges in the market, necessitating strategic adjustments[11]. Dividends and Shareholder Matters - The Board has recommended a final dividend of HK1.67 cents per ordinary share, totaling HK$13,360,000, for the year ended December 31, 2024[13]. - The upcoming annual general meeting will require shareholder approval for the proposed dividend payment[13]. Business Development and Strategy - New products launched include "Oodles Transformer," "Cubicles and Smart Washroom Solution," "Luminous Shelves," and "Smart Emergency System"[14]. - The technology solution "Oodles Smart" was officially launched in March 2024 and has expanded its geographical footprint to Japan and Singapore[14]. - The Group aims to refine its products and services while diversifying its business to capitalize on growth opportunities and increase profitability[14]. - The Group's efforts in business diversification are expected to reduce volatility in its operations amid market fluctuations[14]. - The Group anticipates that 2025 will be a challenging year for winning new tenders in the existing fitting-out industry in Hong Kong due to ongoing economic pressures[40]. - The Group plans to leverage GenAI technology and big data to digitalize its traditional business, enhancing productivity and customer experience[42]. Financial Position and Debt - Total debts of the Group, including bank borrowings and lease liabilities, was approximately HK$498,380,000 as of December 31, 2024, compared to approximately HK$444,341,000 in 2023[47]. - The gearing ratio of the Group was approximately 66.3% as of December 31, 2024, slightly down from approximately 66.5% as of December 31, 2023[53]. - The current ratio of the Group was approximately 1.1 as of December 31, 2024, down from approximately 1.2 as of December 31, 2023[53]. Employee and Administrative Matters - Employee benefit expenses for the year ended December 31, 2024, amounted to approximately HK$100,595,000, a decrease from approximately HK$119,216,000 in 2023[62]. - The Group employed a total of 233 employees as of December 31, 2024, down from 238 employees as of December 31, 2023[59]. - Contributions to the Mandatory Provident Fund for the year ended December 31, 2024, were approximately HK$3,406,000, compared to approximately HK$5,831,000 in 2023[61]. - Administrative expenses decreased from approximately HK$71,023,000 in 2023 to approximately HK$63,295,000 in 2024, representing a decrease of 10.9%[25][29]. Corporate Governance - The Company complied with the Corporate Governance Code provisions, except for a deviation regarding the "Chairman and Chief Executive" section[80]. - The Board consists of five members, including two executive Directors and three independent non-executive Directors[90]. - The Board is responsible for corporate policy formulation, business strategic planning, and risk management[82]. - The Company has arranged appropriate insurance cover for Directors' and officers' liabilities[89]. - The Board will review the effectiveness of mechanisms for independent non-executive Directors to express their views annually[97]. - The Company has mechanisms in place for independent non-executive directors to express their opinions openly, enhancing governance[104]. Board Composition and Diversity - The Board consists of five Directors, including one female executive Director and one female independent non-executive Director, reflecting a commitment to gender diversity[131]. - As of December 31, 2024, the workforce composition was approximately 73.4% male and 26.6% female, indicating efforts to attract female talent in a traditionally male-dominated industry[135]. - The Company does not set specific gender targets for its workforce but values diversity in recruitment and promotion policies[135]. - The Nomination Committee will review the Board Diversity Policy annually to ensure its effectiveness and monitor the implementation of diversity objectives[136]. Risk Management and Internal Control - The Board is directly responsible for the Group's risk management and internal control systems, rather than establishing a separate internal audit department[196]. - The Group's risk management functions and internal control procedures are considered effective and adequate, with annual reviews conducted by the Board and other Board Committees[195]. - The Company has adopted a whistleblowing system to allow employees to report serious concerns about possible improprieties confidentially[190]. - The independent internal control consulting firm recommended certain internal control improvement measures to enhance the Group's corporate governance and compliance with applicable laws and regulations[191]. Audit and Financial Reporting - The auditor, PricewaterhouseCoopers, received HK$1,380,000 for audit services for the year ended December 31, 2024, with no non-audit services provided[179]. - The Directors acknowledged their responsibility for preparing consolidated financial statements that present a true and fair view of the Group's state of affairs as of December 31, 2024[180]. - The Audit Committee reviewed the financial reporting process, risk management, and internal control systems during its meetings[144].

Financial Performance - Total revenue for the year ending December 31, 2024, is reported at HKD 902.316 million, a decrease of 10.5% from HKD 1,008.101 million in the previous year[2]. - Gross profit for the same period is HKD 120.939 million, down 6.6% from HKD 129.565 million year-over-year[2]. - The net profit attributable to equity holders for the year is HKD 18.884 million, a decline of 14.5% compared to HKD 22.168 million in the previous year[2]. - Basic and diluted earnings per share decreased to HKD 2.36 from HKD 2.77, reflecting a 15.1% drop[2]. - The group's profit before tax for the year 2024 was HKD 18,884,000, down from HKD 22,168,000 in 2023, reflecting a decrease of about 14.5%[21]. - Basic earnings per share for 2024 were HKD 2.36, compared to HKD 2.77 in 2023, representing a decline of approximately 14.8%[21]. Expenses and Income - Administrative expenses decreased to HKD 63.295 million from HKD 71.023 million, a reduction of 10.9%[2]. - Other income decreased to HKD 1.332 million from HKD 2.295 million, a decline of 41.9%[2]. - Financial income increased to HKD 194 million from HKD 92 million, a growth of 110.9%[2]. - The group incurred a total expense of HKD 323,338,000 for distribution costs in 2024, compared to HKD 440,229,000 in 2023, indicating a reduction of about 26.6%[17]. - Financial costs increased by approximately 12.6%, totaling about HKD 35.375 million for the year ending December 31, 2024, compared to approximately HKD 31.417 million for the previous year[31]. Assets and Liabilities - Total assets increased to HKD 1,065,422,000 in 2024 from HKD 870,322,000 in 2023, representing a growth of approximately 22.4%[3]. - Total liabilities rose to HKD 845,386,000 in 2024 compared to HKD 669,170,000 in 2023, indicating an increase of about 26.3%[4]. - The company's cash and cash equivalents reached HKD 57,862,000 in 2024, up from HKD 42,391,000 in 2023, reflecting a growth of approximately 36.5%[3]. - The total equity attributable to the company's owners increased to HKD 220,036,000 in 2024 from HKD 201,152,000 in 2023, marking an increase of about 9.4%[3]. - The company's retained earnings grew to HKD 123,530,000 in 2024, compared to HKD 104,646,000 in 2023, which is an increase of approximately 18.0%[3]. - The company's total borrowings amounted to HKD 477,412,000 in 2024, up from HKD 437,992,000 in 2023, reflecting an increase of about 9.0%[4]. - The group's asset-liability ratio as of December 31, 2024, is approximately 66.3%, slightly down from 66.5% as of December 31, 2023[43]. - The group's current ratio as of December 31, 2024, is approximately 1.1, compared to 1.2 as of December 31, 2023[43]. Market Outlook and Strategy - The company plans to focus on market expansion and new product development in the upcoming fiscal year[2]. - Future guidance indicates a cautious outlook due to market conditions and competition[2]. - The group anticipates that 2025 will be a challenging year for winning new tenders in the existing renovation industry in Hong Kong due to ongoing economic recovery and growth constraints[36]. - The group plans to invest necessary resources to develop its core business and explore potential opportunities while maintaining cost control and strategic flexibility[37]. - The board remains cautiously optimistic about the long-term prospects of the group's core business and will closely monitor operational cash management and potential product development opportunities[38]. Shareholder Information - The proposed final dividend for the year ending December 31, 2024, is HKD 0.0167 per share, totaling HKD 13,360,000, pending approval at the upcoming annual general meeting[23]. - The board has proposed a final dividend of HKD 0.0167 per share for the year ending December 31, 2024, totaling HKD 13,360,000, pending shareholder approval at the upcoming annual general meeting[51]. - The annual general meeting for 2024 is scheduled to be held on a date determined by the board, with a notice to be published on the stock exchange and the company's website[60]. Corporate Governance - The company has established an audit committee consisting of three independent non-executive directors to review internal controls, risk management, and financial reporting matters[59]. - The independent auditor confirmed that the figures in the preliminary announcement are consistent with the draft consolidated financial statements for the year ending December 31, 2024[61]. - The company has adhered to corporate governance standards as per the listing rules, ensuring a balance of power between the board and management[55]. - There have been changes in the board of directors, with Dr. Ho Ka Yan appointed as an independent non-executive director and Mr. Yip Siu Chan resigning from the same position[56]. Employee and Operational Information - Employee benefit expenses, including director remuneration, amounted to approximately HKD 100,595,000 for the year ended December 31, 2024, down from HKD 119,216,000 for the year ended December 31, 2023[47]. - The group has a total of 233 employees as of December 31, 2024, a decrease from 238 employees as of December 31, 2023[45]. - The group entered into a lease agreement for a property with a present value of approximately HKD 21 million, effective from September 2, 2024, to August 31, 2029[48]. Miscellaneous - The company has not experienced any significant events after the reporting period that would impact its financial position[50]. - The company has not granted any stock options under the stock option plan during the review year[58]. - The company has no significant investments, acquisitions, or disposals as of December 31, 2024[49]. - The company has not implemented any interest rate hedging policies and is closely monitoring interest rate risks[40]. - The company expresses gratitude to shareholders, customers, suppliers, subcontractors, banks, and professionals for their continued support[63].

Financial Performance - The revenue for the six months ended June 30, 2024, was approximately HK$404,683,000, representing a decrease of approximately 22.2% compared to HK$520,216,000 for the same period in 2023[7]. - The gross profit for the same period was approximately HK$55,843,000, with a gross profit margin of approximately 13.8%, an increase from 11.2% in 2023[8]. - Profit attributable to owners of the Company decreased by approximately 43.3% to HK$4,272,000 for the six months ended June 30, 2024, down from HK$7,528,000 in 2023[16]. - Excluding a non-recurring subsidy of approximately HK$2,295,000 in 2023, the adjusted profit for that period would be approximately HK$5,233,000, indicating an 18.4% decrease in profit for 2024[17]. - The profit attributable to owners for the six months ended June 30, 2024, was approximately HK$4,272,000, representing a decrease of about 43.3% from HK$7,528,000 in 2023[19]. - The company reported a profit and total comprehensive income for the period attributable to owners of HK$4,272,000, down from HK$7,528,000, a decrease of about 43%[69]. - Basic earnings per share for the six months ended June 30, 2024, was HK$0.53, down from HK$0.94 for the same period in 2023, representing a decrease of 43.6%[129]. Revenue Breakdown - For the six months ended June 30, 2024, the Group's revenue from fitting-out services was HK$403,075,000, a decrease of 22.4% compared to HK$519,311,000 in the same period of 2023[113]. - Revenue from repair and maintenance services increased to HK$1,608,000, up 77.5% from HK$905,000 in the prior year[113]. - Total revenue for the six months ended June 30, 2024, was HK$404,683,000, compared to HK$520,216,000 for the same period in 2023, reflecting a decline of 22.1%[113]. Expenses and Costs - Finance costs increased by approximately 13.0%, amounting to HK$17,451,000 for the six months ended June 30, 2024, compared to HK$15,443,000 in 2023[16]. - The increase in gross profit margin was attributed to improved cost control and project management during the review period[12]. - Employee benefit expenses for the six months ended June 30, 2024, amounted to approximately HK$52,229,000, a decrease from approximately HK$58,599,000 for the same period in 2023[36]. - The Group's profit for the period was impacted by subcontracting fees of HK$251,826,000, which increased from HK$236,571,000 in the previous year[124]. Financial Position - The Group's total debts, including bank borrowings and lease liabilities, were approximately HK$470,773,000 as of June 30, 2024, compared to approximately HK$444,341,000 as of December 31, 2023[27]. - The gearing ratio of the Group was approximately 66.4% as of June 30, 2024, slightly down from approximately 66.5% as of December 31, 2023[33]. - The current ratio of the Group was approximately 1.1 as of June 30, 2024, compared to approximately 1.2 as of December 31, 2023[33]. - Current liabilities increased to HK$769,475,000 from HK$668,957,000, an increase of about 15%[74]. Cash Flow - For the six months ended June 30, 2024, net cash generated from operating activities was HK$19,596,000, compared to HK$2,987,000 in the same period of 2023, representing a significant increase[79]. - The net cash used in investing activities was HK$9,105,000 for the first half of 2024, a decrease from HK$14,641,000 in the prior year, indicating improved cash management[79]. - Net cash generated from financing activities was HK$4,981,000, down from HK$12,986,000 in the previous year, reflecting changes in financing strategies[79]. - The total cash and cash equivalents at the end of the period increased to HK$57,863,000 from HK$51,795,000 year-over-year, showing a positive liquidity position[79]. - The company reported a net increase in cash and cash equivalents of HK$15,472,000 for the six months ended June 30, 2024, compared to HK$1,332,000 in the same period of 2023, highlighting strong cash flow performance[79]. Corporate Governance - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2024[50]. - All existing Directors confirmed compliance with the Model Code for Securities Transactions throughout the six months ended June 30, 2024[50]. - The Group complied with the Corporate Governance Code provisions applicable for the six months ended June 30, 2024[51]. - The interim condensed consolidated financial information was approved by the Board on 28 August 2024, ensuring timely reporting and governance[162]. Shareholder Information - As of June 30, 2024, Mr. Ng and Ms. Zhao each hold a long position of 600,000,000 shares, representing 75% of the issued share capital of Space Plus Investment Company Limited[54]. - The total number of shares available for issue under the Share Option Scheme is 76,000,000, which represents 9.5% of the issued shares[62]. - No options granted under the Share Option Scheme remained outstanding as of June 30, 2024[62]. - Space Plus is identified as a substantial shareholder with a beneficial ownership of 600,000,000 shares, representing a long position[59]. Future Outlook - The Group anticipates a challenging second half of 2024 due to high interest rates, inflation, and talent shortages, but expects long-term stability in the fitting-out industry in Hong Kong[26]. - The Group plans to continue developing and applying its technologies and technical solutions in a diversified manner to unlock new business opportunities[24]. - The Group will closely monitor its working capital management and adjust its business strategies as necessary[25].

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 404,683,000, a decrease of 22.1% compared to HKD 520,216,000 for the same period in 2023[1] - Gross profit margin decreased to 13.6% from 11.2% year-on-year, with gross profit of HKD 55,843,000 compared to HKD 58,112,000 in the previous year[1] - Net profit attributable to owners of the company for the period was HKD 4,272,000, down 43.5% from HKD 7,528,000 in the same period last year[1] - Basic and diluted earnings per share decreased to HKD 0.53 from HKD 0.94 year-on-year[1] - For the six months ended June 30, 2024, the group's revenue from renovation services was HKD 403,075,000, a decrease of 22.4% compared to HKD 519,311,000 for the same period in 2023[10] - Revenue from maintenance and repair services for the same period was HKD 1,608,000, an increase of 77.5% from HKD 905,000 in 2023[10] - The total comprehensive income attributable to owners for the six months ended June 30, 2024, and June 30, 2023, was approximately HKD 4,272,000 and HKD 7,528,000, a decrease of about 43.3%[26] Assets and Liabilities - Total assets as of June 30, 2024, amounted to HKD 974,899,000, an increase of 12.0% from HKD 870,322,000 as of December 31, 2023[2] - Total liabilities increased to HKD 769,475,000, up 15.0% from HKD 669,170,000 at the end of 2023[3] - Trade receivables increased to HKD 127,322,000 from HKD 114,855,000 year-on-year, reflecting a growth of 10.5%[2] - Trade payables as of June 30, 2024, amounted to HKD 107,938,000, compared to HKD 75,689,000 as of December 31, 2023[20] - Total liabilities, including bank borrowings and lease liabilities, were approximately HKD 470,773,000 as of June 30, 2024, compared to HKD 444,341,000 as of December 31, 2023[30] - The company's asset-liability ratio is approximately 66.4% as of June 30, 2024, compared to 66.5% on December 31, 2023[31] - The current ratio of the company is approximately 1.1 as of June 30, 2024, down from 1.2 on December 31, 2023[31] Operational Insights - The company plans to expand its renovation services for residential and commercial properties in Hong Kong[4] - The company is focused on enhancing its operational efficiency and exploring new market opportunities[4] - The company experienced a decrease in material costs to HKD 53,616,000 for the six months ended June 30, 2024, from HKD 178,828,000 in the previous period[6] - The company’s interest expenses on borrowings increased to HKD 17,351,000 for the six months ended June 30, 2024, compared to HKD 15,263,000 for the same period in 2023[6] - The company’s performance was impacted by project delays due to client requests during the review period[22] - The group anticipates facing challenges in the second half of 2024 due to high interest rates, inflation, and talent shortages[29] - The group plans to invest necessary resources to further enhance its market share in the renovation industry in Hong Kong[29] - The group is focused on digital transformation by integrating technology and solutions with artificial intelligence and big data[29] Taxation and Accounting - The income tax expense for the six months ended June 30, 2024, was HKD 1,872,000, a decrease of 22.4% compared to HKD 2,413,000 for the same period in 2023[12] - The group’s income tax is calculated at a rate of 8.25% on the first HKD 2 million of estimated taxable profits, and 16.5% on the remaining amount[12] - The group has adopted new and revised standards effective from January 1, 2024, but does not need to change its accounting policies or make retrospective adjustments[7] - The group is currently evaluating the overall impact of new accounting standards that have been announced but are not yet mandatory[9] - The group has only one operating segment that meets the criteria for reportable segments under the Hong Kong Financial Reporting Standards[10] - The group’s financial statements are prepared based on historical cost convention, with insurance contract investments measured at the cash surrender value[8] Corporate Governance and Shareholder Information - The company did not recommend the payment of an interim dividend for the six months ended June 30, 2024, consistent with no dividend declared for the same period in 2023[17] - The company has no significant investments, acquisitions, or disposals as of June 30, 2024[34] - There are no major capital commitments as of June 30, 2024[36] - The company has no significant contingent liabilities as of June 30, 2024[37] - The board does not recommend the payment of an interim dividend for the six months ended June 30, 2024[39] - The company has not engaged in any purchase, sale, or redemption of its listed securities during the six months ended June 30, 2024[39] - The company has adhered to corporate governance standards and has no significant deviations from the rules as of June 30, 2024[41] - The company's share option plan was adopted on June 16, 2020, and is effective until June 15, 2030, aimed at recognizing contributions from eligible participants[42] - As of June 30, 2024, there are no unexercised share options granted under the share option plan[42] - The interim financial results have not been audited or reviewed by the company's auditors but have been reviewed by the audit committee[43] - The audit committee and management have reviewed the accounting principles adopted by the group and found no objections[43] - The interim results announcement will be published on the Hong Kong Stock Exchange website and the company's website[44] - The interim report for the six months ending June 30, 2024, will be available on the aforementioned websites and sent to shareholders upon request[44] - The company expresses gratitude to shareholders, customers, suppliers, and employees for their continued support and contributions[45]

Financial Performance - The Group's revenue for the year ended December 31, 2023, was approximately HK$1,008,101,000, representing an increase of approximately 23.0% compared to HK$819,302,000 in 2022[13]. - The net profit for the year ended December 31, 2023, was approximately HK$22,168,000, a decrease of approximately 21.0% from HK$28,065,000 in 2022[13]. - Excluding the exceptional item from the previous year, the adjusted net profit for 2022 would be approximately HK$15,887,000, indicating a 39.5% increase in net profit for 2023 compared to this adjusted figure[13]. - The Group's gross profit for the year ended December 31, 2023, was approximately HK$129,565,000, an increase of approximately 13.6% from approximately HK$114,023,000 in 2022[24]. - The profit attributable to owners of the Company for the year ended December 31, 2023, was approximately HK$22,168,000, a decrease of approximately 21.0% from approximately HK$28,065,000 in 2022[40]. - The Group's other income decreased by approximately 81.5%, from approximately HK$12,405,000 in 2022 to approximately HK$2,295,000 in 2023, primarily due to the absence of subsidies from the Employment Support Scheme[26]. Business Development and Technology - The Group launched the "Oodles Smart Solution" in March 2023, which utilizes artificial intelligence for real-time interior design modifications[15]. - The patented "Cubicles and Smart Washroom Solution" and "Oodles Transformer" were also successfully launched, enhancing the Group's technology offerings[15]. - The Group aims to diversify its business through the realization of opportunities arising from new technologies and technical solutions[15]. - The Group has launched new technology solutions, including "Oodles Smart Solution" and "Cubicles and Smart Washroom Solution," to enhance its service offerings and market position[20]. Market Outlook - The Group expects 2024 to be a challenging year due to slow post-pandemic economic recovery, high interest rates, inflation, and talent shortages[50]. - The Group plans to increase its market share in the fitting-out industry in Hong Kong as supported by the government's development of land resources to meet housing demand[51]. Corporate Governance - The Board is committed to achieving a high standard of corporate governance and has complied with all applicable code provisions as set out in the Corporate Governance Code[89]. - The Board currently comprises five members, including two executive Directors and three independent non-executive Directors[101]. - The Company has established mechanisms for independent non-executive directors to express their views openly and provide independent professional judgments on the Group's development and risk management[107]. - The Company has mechanisms in place to deal with conflicts of interest through physical Board meetings rather than written resolutions[115]. - The Company has adopted a Board Diversity Policy to ensure a balanced mix of expertise, skills, and perspectives among board members[135]. Employee and Workforce Management - The Group employed a total of 238 employees as of December 31, 2023, a decrease from 272 employees as of December 31, 2022[68]. - Employee benefit expenses, including Directors' emoluments, amounted to approximately HK$119,216,000 for the year ended December 31, 2023, compared to approximately HK$116,827,000 in 2022, representing an increase of about 2.4%[76]. - Contributions to the MPF Scheme charged to the Group's consolidated statement of comprehensive income during the year ended December 31, 2023, were approximately HK$5,831,000, an increase from approximately HK$3,821,000 in 2022, reflecting a rise of about 52.6%[75]. Risk Management and Internal Control - The Group's risk management and internal control procedures aim to safeguard assets against misappropriation and ensure reliable accounting records[199]. - The Directors acknowledged their responsibility for preparing consolidated financial statements that accurately reflect the Group's state of affairs as of December 31, 2023[192]. - There were no material uncertainties regarding events or conditions that could significantly doubt the Company's ability to continue as a going concern[193]. Committees and Meetings - The Audit Committee held three meetings during the year ended December 31, 2023, to review the Group's financial results and audit plans[154]. - The Remuneration Committee also held three meetings for the year ended December 31, 2023[179]. - The Nomination Committee held three meetings during the year ended December 31, 2023[163].

Financial Performance - Revenue for the year 2023 was HKD 1,008,101, an increase of 23.1% from HKD 819,302 in 2022[1] - Gross profit for 2023 was HKD 129,565, compared to HKD 114,023 in 2022, reflecting a growth of 13.6%[1] - The company reported a pre-tax profit of HKD 57,258, up from HKD 49,268 in the previous year, an increase of 16.4%[1] - The net profit attributable to the company's owners for the year was approximately HKD 22,168,000, a decrease of about 21.0% from HKD 28,065,000 in 2022[52] - Basic and diluted earnings per share for 2023 were HKD 2.77, down from HKD 3.51 in 2022, a decline of 21%[1] - Basic earnings per share for 2023 were HKD 2.77, down from HKD 3.51 in 2022, reflecting a decrease of approximately 21%[29] Expenses and Liabilities - Administrative expenses decreased to HKD 71,023 in 2023 from HKD 74,602 in 2022, a reduction of 4.8%[1] - The company's total liabilities increased to HKD 669,170 in 2023, up from HKD 620,142 in 2022, representing an 7.9% rise[3] - Trade payables increased to HKD 75,689 in 2023 from HKD 52,706 in 2022, marking a rise of 43.5%[3] - The income tax expense for 2023 was HKD 3,765, a decrease from HKD 4,789 in 2022, representing a reduction of approximately 21.4%[25] - Financial costs increased by approximately 90.7%, from HKD 16,473,000 in 2022 to HKD 31,417,000 in 2023, mainly due to higher bank borrowing and interest rates[61] Assets and Equity - The total equity and liabilities amounted to HKD 870,322 in 2023, compared to HKD 799,126 in 2022, indicating a growth of 8.9%[3] - The total assets of the group as of December 31, 2023, amounted to HKD 870,322,000, an increase of 8.9% from HKD 799,126,000 in the previous year[102] - The group's equity attributable to owners was HKD 201,152,000, reflecting a growth of 12.3% compared to HKD 178,984,000 in the prior year[102] - The group's debt-to-equity ratio as of December 31, 2023, was approximately 66.5%, slightly improved from 66.8% on December 31, 2022[71] Revenue Sources - Major customer revenues for 2023 included Customer A at HKD 203,252, Customer B at HKD 174,833, and Customer C at HKD 144,234, with Customer B showing a decrease from HKD 230,599 in 2022[21] - Other income decreased significantly by approximately 81.5%, from HKD 12,405,000 in 2022 to HKD 2,295,000 in 2023, primarily due to the absence of government subsidies under the "Employment Support Scheme" in Hong Kong[53] Employee and Operational Insights - Employee costs, including director remuneration, were approximately HKD 119,216,000 for the year ended December 31, 2023, compared to HKD 116,827,000 in 2022[80] - The group employed a total of 238 employees as of December 31, 2023, down from 272 employees a year earlier[93] - The number of ongoing renovation projects increased to 51 in 2023 from 46 in 2022, with a total contract value of approximately HKD 4,129 million compared to HKD 3,822 million in 2022[65] Future Outlook and Strategy - The company anticipates that 2024 will be a challenging year due to high interest rates, inflation, and talent shortages, but expects stable long-term growth in the renovation sector in Hong Kong[58] - The company plans to continue leveraging big data and artificial intelligence to enhance project management efficiency and create long-term value for stakeholders[67] - The board maintains a cautiously optimistic outlook for the group's long-term business prospects, emphasizing careful monitoring of operational cash management for sustainable development in 2024[68] Corporate Governance and Compliance - The company has established an audit committee consisting of three independent non-executive directors to review internal controls, risk management, and financial reporting matters[126] - The company has complied with all corporate governance code provisions as of December 31, 2023[123] - The independent auditor confirmed that the figures in the preliminary announcement are consistent with the draft consolidated financial statements for the year ending December 31, 2023[120] Dividends and Share Options - The company did not recommend any final dividend for the year ended December 31, 2023, consistent with the previous year[35] - The board does not recommend the payment of a final dividend for the year ended December 31, 2023[83] - As of December 31, 2023, there are no unexercised options granted under the share option scheme[117] - The share option scheme was adopted on June 16, 2020, and is effective until June 15, 2030, aimed at recognizing contributions from eligible participants[116]

Financial Performance - The revenue for the six months ended June 30, 2023, was approximately HK$520,216,000, representing an increase of approximately 67.1% compared to HK$311,235,000 for the same period in 2022[9]. - The gross profit for the same period was approximately HK$58,112,000, an increase of approximately 59.0% from HK$36,546,000 in 2022, with a stable gross profit margin of approximately 11.2%[11]. - The profit attributable to owners of the Company for the period was approximately HK$7,528,000, a turnaround from a loss of approximately HK$9,246,000 in the same period of 2022[23]. - Basic and diluted earnings per share for the period were HK$0.94, compared to a loss per share of HK$1.16 in the previous year[107]. - The Group's profit attributable to owners for the period was HK$7,528,000, compared to a loss of HK$9,246,000 in the same period of 2022, marking a turnaround[160]. - The Group's total comprehensive income for the period was HK$7,528,000, marking a recovery from the total comprehensive loss of HK$9,246,000 in the prior year[114]. Revenue and Project Management - The increase in revenue was attributed to the acceleration of project progress requested by customers in the post-pandemic era[10]. - As of June 30, 2023, the Group had 46 fitting-out projects on hand with a total contract sum of approximately HK$3,891 million, including 30 projects with a total contract sum of approximately HK$3,549 million[26]. - For the six months ended June 30, 2023, the Group's revenue from fitting-out services was HK$519,311,000, an increase of 67.7% compared to HK$309,418,000 in the same period of 2022[147]. Financial Position and Assets - Total assets as of June 30, 2023, amounted to HK$833,993,000, an increase from HK$799,126,000 as of December 31, 2022[109]. - Trade receivables decreased to HK$111,807,000 from HK$187,491,000, indicating improved cash flow management[109]. - Contract assets rose to HK$476,542,000 from HK$419,791,000, reflecting growth in ongoing projects[109]. - The Group's total debts, including bank borrowings and lease liabilities, increased to approximately HK$448,533,000 as of June 30, 2023, compared to approximately HK$413,396,000 as of December 31, 2022[39]. - The Group's total equity attributable to owners of the Company increased to HK$186,512,000 from HK$178,984,000 at the end of 2022[112]. Expenses and Costs - Finance costs increased significantly by approximately 165.9%, reaching approximately HK$15,443,000, primarily due to increased usage of bank borrowings and rising interest rates[22]. - For the six months ended June 30, 2023, employee benefit expenses amounted to approximately HK$58,599,000, an increase of 9.4% compared to approximately HK$53,723,000 for the same period in 2022[53]. - Administrative expenses remained relatively stable at approximately HK$33,803,000 for the six months ended June 30, 2023, compared to approximately HK$36,586,000 in 2022[13]. Corporate Governance and Compliance - The Group has complied with the Corporate Governance Code provisions during the reporting period, except for the separation of the roles of chairman and chief executive officer[70]. - The interim results for the six months ended June 30, 2023, have been reviewed by the Audit Committee and comply with applicable accounting standards[100]. - The Company has appointed a new independent non-executive director effective July 17, 2023, enhancing governance[105]. Market Outlook and Strategy - The Group plans to increase its market share in the fitting-out industry in Hong Kong by allocating necessary resources when appropriate[32]. - The Group expects 2023 to be a challenging year due to uncertainties such as high inflation and rising interest rates[31]. - The Group is integrating big data and artificial intelligence into home design and fitting-out projects to enhance efficiency and reduce costs[33]. Shareholder Information - The Board does not recommend the payment of an interim dividend to shareholders for the six months ended June 30, 2023[66]. - The Group's issued capital was HK$8,000,000 with 800,000,000 ordinary shares as of June 30, 2023[43]. - As of June 30, 2023, Mr. Ng and Ms. Zhao each hold 600,000,000 shares in Fate Investment, representing a 75% shareholding[81][82][89]. Investments and Acquisitions - The Group did not have any significant investments, material acquisitions, or disposals for the six months ended June 30, 2023, and there were no formal plans authorized by the Board for such activities[54]. - The company invested HK$15,169,000 in purchasing insurance contracts, a decrease from HK$19,693,000 in the previous year, suggesting a strategic shift in investment focus[117]. Risk Management - The Group does not have any material foreign exchange risk exposure as most transactions are denominated in Hong Kong Dollars[46]. - The Group will continue to monitor its working capital management closely to ensure corporate sustainability in 2023[34].