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

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

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

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

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

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

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].