Financial Performance - Revenue from contracts with customers decreased from HK$812,918,000 in 2023 to HK$753,555,000 in 2024, representing a decrease of 7%[42]. - The Group reported an operating loss of HK$74,447,000 in 2024, compared to an operating profit of HK$76,318,000 in 2023[37]. - Impairment provisions against goodwill and other intangible assets amounted to HK$52,248,000 in 2024, up from HK$40,544,000 in 2023[43]. - Total assets decreased from HK$1,056,457,000 in 2023 to HK$911,023,000 in 2024[38]. - Shareholders' funds declined from HK$382,922,000 in 2023 to HK$273,651,000 in 2024[38]. - Cash and cash equivalents decreased by approximately HK$34,254,000, with net cash generated from operating activities of HK$74,020,000 offset by net cash outflows from investing and financing activities of HK$102,918,000[40]. - The security, infrastructure, and insurance business generated revenue of HK$500,018,000 in 2024, down from HK$572,533,000 in 2023[42]. - The Group's revenue decreased from HK$812,918,000 in 2023 to HK$753,555,000 in 2024, representing a decline of 7%[46]. - The security segment's revenue dropped by 4% from HK$515,503,000 in 2023 to HK$493,704,000 in 2024, contributing approximately 66% of the Group's total revenue[49]. - The Group reported an operating profit of HK$9,944,000 in the infrastructure segment for 2024, down from HK$84,243,000 in 2023, after accounting for impairment provisions of HK$42,381,000[56]. - The insurance segment recorded a share of loss of HK$818,000 in 2024, compared to a profit of HK$4,209,000 in 2023[51]. - The aviation segment's profit improved from HK$9,653,000 in 2023 to HK$12,436,000 in 2024 due to increased demand for chartered flights[58]. - The logistics segment reported a revenue increase to HK$225,587,000 in 2024 from HK$200,299,000 in 2023, but incurred an operating loss of HK$7,087,000[61]. - The healthcare segment generated a revenue of HK$16,423,000 in 2024, down from HK$18,628,000 in 2023, with an operating loss of HK$24,799,000, an improvement from a loss of HK$28,304,000 in 2023[66]. - The Group's total liabilities as of December 31, 2024, were HK$513,772,000, down from HK$553,485,000 in 2023[87]. - The Group's net asset value per share (excluding non-controlling interests) decreased to HK$0.11 as of December 31, 2024, from HK$0.16 in 2023[87]. - Available cash and bank balances as of December 31, 2024, were HK$163,857,000, down from HK$198,111,000 in 2023[88]. - Total borrowings decreased to HK$140,000,000 as of December 31, 2024, from HK$209,049,000 in 2023[88]. - The gearing ratio as of December 31, 2024, was approximately 15.4%, down from 19.8% in 2023[89]. - The Group did not have any significant investments or material acquisitions during the year ended December 31, 2024[100]. - The Group has no concrete future plans for material investments or capital assets as of December 31, 2024[102]. - The Group's consolidated net loss after tax was approximately HK$364,000, failing to meet the target profit requirements[109]. Security Segment Performance - In 2024, the security segment accounted for 66% of total revenue, with significant growth in Africa where revenue increased year-on-year and net profit rose by over 40%[20]. - The security segment's growth has solidified the company's market position in core business areas, laying a foundation for future technological innovation[19]. - The company successfully implemented "closed-loop security protection" in select pilot zones in Africa, ensuring a safe environment for enterprises investing in the region[20]. - The newly established Asset Recovery Department began exploring asset recovery business, forming initial connections with multiple financial platforms to create a "Security + Asset Management" model[26]. - The security segment is positioned as the core business and primary revenue driver, with expectations for sustained returns from expanding global operations[73]. - Impairment provision for goodwill and other intangibles in the security segment increased to HK$35,018,000 in 2024 from HK$19,490,000 in 2023[50]. Corporate Governance - The Company has complied with the Corporate Governance Code throughout the year ended December 31, 2024, except for the separation of the roles of Chairman and CEO[123]. - The Board comprises eight male and one female Directors, reflecting a gender ratio of approximately 95:5 (men to women) across the workforce as of December 31, 2024[175][176]. - The Company has established four board committees: Audit Committee, Nomination Committee, Remuneration Committee, and Risk Committee, to enhance corporate governance[132][140]. - The Audit Committee comprises three independent non-executive directors, with Mr. Yap Fat Suan serving as Chairman, ensuring oversight of the independent auditor and compliance with financial reporting standards[140][141]. - The Nomination Committee is responsible for identifying and recommending candidates for director appointments based on qualifications, skills, and potential contributions to the Board[145][148]. - Independent non-executive directors are required to confirm their independence annually, and all have met the independence requirements as per the Listing Rules[134][138]. - The Company provides ongoing training for directors, ensuring they are updated on business developments and regulatory changes[135][139]. - The Company has maintained a robust corporate governance framework, ensuring compliance with legislative and regulatory developments[192][193]. - The Company engaged PricewaterhouseCoopers Hong Kong as its statutory auditor for the year ended 31 December 2024, with total remuneration for auditing services amounting to HK$4,190,000 and non-auditing services at HK$52,000, totaling HK$4,242,000[188][191]. - The Company had a total of 1 annual general meeting and 5 board meetings held during the reporting period[182]. - The Company has a total of 3 remuneration committee meetings held during the year, reflecting active governance practices[182]. - The Company has adhered to the standards of the Corporate Governance Code, demonstrating commitment to best practices in governance[185][192]. Risk Management - The Board is responsible for establishing a proper risk management culture and appetite, regularly monitoring risk levels to safeguard shareholders' interests[197]. - The Group has allocated resources for the design, implementation, and monitoring of risk management and internal control systems to achieve business objectives[198]. - An external consultant has been engaged to facilitate the internal audit function, assisting in the review of risk management and internal control systems[199]. - The Risk Management Policy is reviewed annually to maintain a consistent framework for risk identification, analysis, evaluation, treatment, monitoring, and reporting[200]. - Following the Group's inclusion on the Entity List, the Risk Committee has been working with legal experts to implement compliance safeguards[159]. - The Group's risk management approach includes reviewing risk reports and assessing the effectiveness of risk control tools[156]. - The Group's risk strategy includes considering emerging risks and ensuring appropriate arrangements are in place to mitigate them effectively[156]. Human Resources and Employee Management - Localized human resource management progressed steadily, with performance evaluations becoming increasingly data-driven and scientific[25]. - The Group's employee count increased to 2,176 as of December 31, 2024, from 1,939 in 2023[84]. - A new share scheme was adopted on June 28, 2023, allowing the company to grant share options and awards to incentivize and retain valued employees[81]. - No share options or share awards have been granted under the new Share Scheme since its adoption[83]. - The Remuneration Committee reviewed and evaluated the Group's remuneration policy and structure for executive directors and senior management[161]. - The Committee ensured that the Group's remuneration practices remained competitive, performance-linked, and in line with market norms[161]. - The Nomination Committee ensures that candidates for Board positions are evaluated based on merit and contribution, considering the benefits of diversity[174][179]. Legal and Regulatory Matters - The Company was added to the U.S. export control list on June 12, 2023, due to allegations of providing training to Chinese military pilots, which it firmly denies[111]. - The Company has retained legal and professional advisors to address the allegations and submitted a petition for removal from the export control list on September 16, 2024[118]. - The Company has no significant contingent liabilities as of December 31, 2024 and 2023[107]. - The Company has no significant subsequent events after December 31, 2024[108].

Financial Performance - Revenue from customer contracts for the year ended December 31, 2024, was HKD 753,555,000, a decrease of 7.3% from HKD 812,918,000 in 2023[4]. - The operating loss for the year was HKD 74,447,000 compared to an operating profit of HKD 76,318,000 in the previous year[4]. - The net loss attributable to equity holders of the company for the year was HKD 103,882,000, compared to a profit of HKD 51,175,000 in 2023[4]. - Total revenue from customer contracts for the year ending December 31, 2024, was HKD 753,555,000, a decrease from HKD 812,918,000 in 2023, representing a decline of approximately 7.3%[16]. - The company reported a basic and diluted loss per share of HKD 0.0432 compared to earnings per share of HKD 0.0214 in the previous year[4]. - The company reported a net loss attributable to equity holders of HKD 103,882 thousand in 2024, compared to a profit of HKD 51,175 thousand in 2023[26]. - The company incurred a net loss of HKD 99,996,000 for the fiscal year, compared to a profit of HKD 53,488,000 in the previous year, indicating a significant decline in profitability[49]. Assets and Liabilities - Total assets decreased to HKD 911,023,000 in 2024 from HKD 1,056,457,000 in 2023, reflecting a decline of approximately 13.8%[6]. - Current liabilities decreased to HKD 481,928,000 in 2024 from HKD 519,906,000 in 2023, a reduction of about 7.3%[6]. - The total equity of the company decreased to HKD 397,251,000 in 2024 from HKD 502,972,000 in 2023, a decrease of approximately 21%[7]. - The total liabilities increased to HKD 513,772,000 in 2024 from HKD 553,485,000 in 2023, showing a reduction of approximately 7.2%[16]. - Total non-current assets, excluding financial instruments and deferred tax assets, decreased from HKD 488,102 thousand in 2023 to HKD 396,260 thousand in 2024, representing a decline of approximately 18.8%[19]. - The total assets of the group as of December 31, 2024, were HKD 911,023,000, down from HKD 1,056,457,000 in 2023[69]. - The group's total liabilities amounted to HKD 513,772,000 as of December 31, 2024, compared to HKD 553,485,000 in 2023[69]. Cash Flow and Expenditures - The company's cash and cash equivalents decreased to HKD 163,857,000 in 2024 from HKD 198,111,000 in 2023, a decline of 17.2%[6]. - Capital expenditure for the year ending December 31, 2024, was HKD 76,121,000, compared to HKD 28,061,000 in 2023, indicating a significant increase in investment[16]. - Cash and cash equivalents decreased by HKD 34,254,000, primarily due to net cash generated from operating activities of HKD 103,637,000, offset by net cash outflows from investing and financing activities of HKD 137,891,000[50]. Segment Performance - Revenue from the security, insurance, and infrastructure segment was HKD 500,018,000 in 2024, down from HKD 572,533,000 in 2023, a decline of about 12.6%[16]. - The healthcare segment reported a revenue of HKD 16,423,000 in 2024, a decrease from HKD 18,628,000 in 2023, representing a decline of approximately 11.8%[16]. - The security division's revenue decreased by 4% to HKD 493,704,000 from HKD 515,503,000 in 2023, contributing approximately 66% of the company's total revenue[55]. - The infrastructure division recorded revenue of HKD 500,018,000, down from HKD 572,533,000 in 2023, with an operating profit of HKD 9,944,000 after impairment provisions[57]. - The insurance division reported a loss of HKD 818,000 compared to a profit of HKD 4,209,000 in 2023, with a pending sale of a 40% stake in a joint venture valued at HKD 51,480,000[56]. - The logistics division's revenue increased to HKD 225,587,000 from HKD 200,299,000 in 2023, but it incurred an operating loss of HKD 7,087,000[60]. - The healthcare division's revenue decreased to HKD 16,423,000 from HKD 18,628,000 in 2023, resulting in an operating loss of HKD 24,799,000[61]. Impairments and Provisions - The impairment provision for goodwill and other intangible assets was HKD 52,248,000 in 2024, up from HKD 40,544,000 in 2023[4]. - The company recognized a goodwill impairment of HKD 51,691 thousand in 2024, compared to HKD 26,174 thousand in 2023, indicating a significant increase in impairment charges[26]. - The company incurred other expenses totaling HKD 71,720 thousand in 2024, up from HKD 47,127 thousand in 2023, reflecting an increase of approximately 52.2%[23]. - The company’s financial and contract assets impairment provisions amounted to HKD 8,194,000, down from HKD 23,288,000 in the previous year[49]. - The group recorded a further impairment provision of HKD 8,194,000 for financial and contract assets as of December 31, 2024, compared to HKD 23,288,000 in 2023[62]. Shareholder Information - Average number of issued ordinary shares increased from 2,386,698,234 in 2023 to 2,403,385,881 in 2024[26]. - The net asset value per share, after deducting non-controlling interests, was HKD 0.11 as of December 31, 2024, down from HKD 0.16 in 2023[69]. - The board has proposed not to declare any dividends for the year ending December 31, 2024, consistent with the previous year[85]. - No repurchase of listed securities occurred during the year ending December 31, 2024, and the company did not hold any treasury shares[86]. Corporate Governance and Compliance - The company has complied with the corporate governance code, except for the separation of roles between the chairman and CEO, following the resignation of the CEO on April 25, 2024[87]. - All directors have adhered to the standard code of conduct for securities trading during the year ending December 31, 2024[88]. - The financial statements for the year ending December 31, 2024, have been reviewed by the audit committee and are consistent with the audited financial reports[89]. - The audit committee consists of three independent non-executive directors, ensuring compliance with corporate governance standards[91]. Legal and Regulatory Matters - There are ongoing legal claims amounting to approximately $5.8 million (equivalent to HKD 45.5 million) related to a purchase agreement with Aircraft Engine Leasing Finance Inc., which the company believes are unfounded[77]. - A separate claim from a customer of the company's subsidiary in Shanghai amounts to RMB 28.7 million (equivalent to HKD 31.8 million), with a counterclaim of RMB 11.4 million (equivalent to HKD 12.7 million) being pursued[79]. - The company has made a provision of HKD 1.6 million for the potential claim from the Shanghai customer, based on legal advice regarding liability limits[80]. - The company has made an additional provision of HKD 3.356 million based on updated legal assessments regarding the Shanghai claims[81]. - The company has been placed on the U.S. export control list due to allegations of providing training to Chinese military pilots, which the board firmly denies[84]. Future Outlook and Strategy - The company expects that the adoption of new accounting standards will not have a significant impact on its financial position or operating performance[11]. - The company has no significant investments or acquisitions as of December 31, 2024, and is actively seeking new investment opportunities to expand its revenue base and improve profitability[74][76]. - The company has no specific future plans for significant capital investments or expenditures as of December 31, 2024, but continues to explore opportunities for growth[76]. - The company plans to close two underperforming cash-generating units and consolidate some of their operations into other units, leading to a full impairment of related goodwill[28]. - The group plans to streamline its existing fleet capacity in the aviation sector and expand service offerings by 2025[65].

Financial Performance - Revenue from contracts with customers decreased to HK$384,121,000, down 10.5% from HK$429,140,000 in the same period of 2023[12]. - Operating profit fell to HK$24,689,000, a decline of 66.1% compared to HK$72,677,000 in 2023[12]. - Profit for the period was HK$5,313,000, down 90.3% from HK$54,869,000 in the previous year[12]. - Total comprehensive loss for the period was HK$3,190,000, compared to a total comprehensive income of HK$34,237,000 in the prior year[36]. - The Group's profit attributable to equity holders for the six-month period was HK$34,000, a significant decrease from HK$50,743,000 in 2023[72]. Revenue Breakdown - The security, insurance, and infrastructure business generated total revenue of HK$250,200,000 in the first half of 2024, accounting for approximately 65% of the Group's total revenue[14]. - Revenue from the healthcare business decreased to HK$6,144,000 in 2024 from HK$10,022,000 in 2023, resulting in a net loss of HK$118,000 compared to a net profit of HK$166,000 in the previous year[19]. - Revenue from Security, Insurance and Infrastructure Business (SII Business) was HK$250,200,000, while Aviation and Logistics Business (AL Business) generated HK$117,052,000, and Healthcare Business (HC Business) contributed HK$6,144,000, totaling HK$384,121,000 for the current period[59]. Cost and Expenses - Employee benefit expenses decreased to HK$166,547,000, down 18.3% from HK$203,808,000 in 2023[12]. - The cost of direct materials and job expenses rose to HK$96,420,000, an increase of 23.6% from HK$77,945,000 in 2023[12]. - Rental expenses decreased to HK$2,845,000 from HK$3,659,000 in 2023, while depreciation and amortization costs were HK$16,571,000, down from HK$18,822,000[68]. Cash Flow and Liquidity - The Group generated net cash inflows from operating activities of HK$12,923,000 for the period ending June 30, 2024, compared to HK$8,558,000 for the same period in 2023[29]. - Cash and cash equivalents at the end of the period reached HK$201,847,000, compared to HK$186,484,000 at the end of the same period in 2023, marking an increase of 8.2%[42]. - The company reported a net cash used in investing activities of HK$6,761,000, which is a significant increase from HK$1,917,000 in the previous year[41]. Assets and Liabilities - As of June 30, 2024, the Group recorded total assets of HK$1,024,336,000, a decrease from HK$1,056,457,000 as of December 31, 2023[28]. - The Group's total liabilities amounted to HK$526,419,000 as of June 30, 2024, down from HK$553,485,000 as of December 31, 2023[28]. - Net assets decreased to HK$497,917,000 as of June 30, 2024, down from HK$502,972,000 as of December 31, 2023, reflecting a decrease of approximately 1.1%[38]. Share Capital and Dividends - The Company issued convertible bonds with an aggregate principal amount of HK$210,000,000, convertible into 210,000,000 shares at a conversion price of HK$1.00 per share[29]. - No interim dividend was recommended for the six-month period ended June 30, 2024, consistent with the previous year[73]. - The recommendation of dividend payments is subject to the Board's discretion and will consider various factors including financial performance and working capital requirements[30]. Legal and Compliance - The Group is facing contingent liabilities totaling approximately US$5,800,000 (equivalent to approximately HK$45,500,000) related to indemnification demands from Aircraft Engine Leasing Finance Inc.[106]. - The Group's legal advisor is confident in the defense against indemnification demands, indicating a low probability of incurring losses[110]. - The Company has complied with the Corporate Governance Code throughout the six-month period ended June 30, 2024[166]. Employee Information - As of June 30, 2024, the Group employed a total of 2,386 employees, an increase from 1,998 employees as of June 30, 2023[171]. - The Group's key management personnel compensation for the six-month period was HK$7,979,000, a decrease from HK$10,008,000 in 2023[123]. - Employee remuneration is determined based on market salary levels, individual responsibilities, and Group performance, with additional benefits and discretionary bonuses offered[171]. Strategic Developments - The acquisition of the DeWe Group has solidified the Group's presence in the security sector, targeting more lucrative security projects in Hong Kong[24]. - The aviation division plans to expand its offerings to include a wider range of air charter and air ambulance services in 2024[26]. - The Group plans to closely monitor the logistics business and consider repositioning strategies to minimize losses[18].

Stock Options and Rewards - No stock options or rewards were granted under the stock plan during the year ended December 31, 2023 [2] - Participants must pay HKD 1 within 28 days after the grant date to accept stock options [2] Profit Guarantee and Board Opinion - The Board did not express an opinion on the profit guarantee due to the failure to achieve the profit guarantee obligations under the acquisition agreement of De Wei Group [3]

Financial Performance - Revenue from customer contracts for the six months ended June 30, 2024, was HKD 384,121,000, a decrease of 10.5% compared to HKD 429,140,000 for the same period in 2023[2] - Operating profit for the period was HKD 24,689,000, down 66.1% from HKD 72,677,000 in the previous year[2] - Net profit for the period was HKD 5,313,000, a significant decline of 90.3% compared to HKD 54,869,000 in the same period last year[3] - The group reported a net profit of HKD 54,869,000 for the six months ended June 30, 2024, compared to HKD 62,814,000 in the previous year, indicating a decrease of approximately 12.5%[12] - The group’s profit for the six-month period ended June 30, 2024, was HKD 34,000, compared to HKD 50,743,000 for the same period in 2023, reflecting a significant decrease[18] Assets and Liabilities - Total assets as of June 30, 2024, amounted to HKD 1,024,336,000, down from HKD 1,056,457,000 at the end of 2023[4] - Current liabilities decreased to HKD 490,752,000 from HKD 519,906,000 at the end of 2023, indicating improved liquidity management[5] - Total assets as of June 30, 2024, amounted to HKD 1,024,336,000, with total liabilities of HKD 526,419,000, resulting in a net asset position[10] - The fair value of convertible bonds as of June 30, 2024, was HKD 219,070,000, an increase from HKD 209,049,000 as of December 31, 2023[25] - The capital debt ratio (total loans to total assets) was approximately 21.4% as of June 30, 2024, up from 19.8% as of December 31, 2023[42] Cash Flow and Expenses - Cash and cash equivalents increased slightly to HKD 201,847,000 from HKD 198,111,000 at the end of 2023, reflecting stable cash flow[4] - Employee benefits expenses decreased to HKD 166,547,000 from HKD 203,808,000, showing cost-cutting measures[2] - The group’s depreciation expense for the six months ended June 30, 2024, was HKD 12,213,000, compared to HKD 11,773,000 in the same period of 2023, reflecting an increase of approximately 3.7%[12] - Interest expenses for the six months ended June 30, 2024, totaled HKD 10,264,000, slightly higher than HKD 10,120,000 in the previous year, indicating a year-over-year increase of about 1.4%[13] Business Segments - Operating profit for the security, insurance, and infrastructure business was HKD 49,344,000, while the aviation and logistics business reported an operating profit of HKD 2,950,000, contributing to a total operating profit of HKD 24,689,000 for the group[10] - The security, insurance, and infrastructure business generated total revenue of HKD 250,200,000 for the period, accounting for about 65% of the group’s total revenue[31] - The aviation segment's revenue increased by HKD 56,524,000 to HKD 103,863,000, with net profit rising from HKD 3,744,000 to HKD 15,115,000, attributed to improved aircraft utilization[34] - The logistics segment's revenue from Shanghai Logistics increased approximately 19% to HKD 60,528,000, while maintaining a loss of HKD 1,401,000[36] - The healthcare segment generated total revenue of HKD 6,144,000, down from HKD 10,022,000, resulting in a net loss of HKD 118,000, as cross-border operations and online medical applications underperformed[37] Acquisitions and Investments - The acquisition of DeWe Group involved a cash payment of HKD 200,000,000 and potential share issuance based on profit targets, with 58,567,221 shares issued during the first relevant period[23] - The first target profit for DeWe Group was HKD 50,000,000, but the reported profit was HKD 38,069,000, leading to no shares issued for the second relevant period due to unmet minimum profit targets[23] - The fair value of the contingent consideration for the acquisition was estimated at HKD 135,055,000, based on expected profit scenarios[23] - The group has been actively seeking new investment opportunities to expand its revenue base and improve profitability[47] Legal Matters - The group is involved in a legal dispute with Aircraft Engine Leasing Finance Inc., with claims totaling approximately $5,800,000 (around HKD 45,500,000) related to a purchase agreement and repayment agreement[48] - The group has filed a claim exceeding €10,000,000 (approximately HKD 83,300,000) against the claimant for breach of contract and other legal responsibilities[49] - Shanghai Logistics, a wholly-owned subsidiary, is facing a claim of RMB 28,700,000 (approximately HKD 31,800,000) while counterclaiming RMB 11,400,000 (approximately HKD 12,700,000) against the same customer[49] - The potential liability for Shanghai Logistics is estimated at RMB 1,440,000 (approximately HKD 1,600,000), significantly lower than the claim amount[50] Employee Information - As of June 30, 2024, the group employed a total of 2,386 employees, an increase from 1,998 employees as of June 30, 2023[57] - Employee benefit expenses for the six months ended June 30, 2024, amounted to HKD 166,547,000, compared to HKD 203,808,000 for the same period in 2023[57] Dividend and Shareholder Information - The company does not recommend any interim dividend for the six-month period ended June 30, 2024, consistent with the previous year[19] - The average number of ordinary shares issued during the six-month period ended June 30, 2024, was 2,403,385,881, an increase from 2,369,918,898 in the previous year[18] - The net asset value per share (excluding non-controlling interests) was approximately HKD 0.16 as of June 30, 2024, consistent with the value as of December 31, 2023[42] Financial Reporting and Compliance - The group expects that the recent amendments to the Hong Kong Financial Reporting Standards will not have a significant impact on its financial statements[8] - The group anticipates that the new accounting standards effective from January 1, 2024, will not materially affect its operations or financial reporting[7] - The audit committee, consisting of three independent non-executive directors, has reviewed the interim financial statements for the six months ended June 30, 2024[58] - The interim report will be published on the Hong Kong Stock Exchange and the company's website, containing all information required by the listing rules[60]

Financial Performance - Total assets as of 31 December 2023 were HK$1,056,457,000, a decrease from HK$1,091,440,000 in 2022[2] - Net asset value per share (excluding non-controlling interests) increased to HK$0.16 in 2023 from HK$0.15 in 2022[2] - Available cash and bank balances were HK$198,111,000 in 2023, up from HK$186,790,000 in 2022[2] - Total borrowings increased to HK$209,049,000 in 2023 from HK$190,084,000 in 2022[2] - Gearing ratio rose to 19.8% in 2023 from 17.5% in 2022[2] - Consolidated revenue for 2023 decreased by 16% to HK$812,918,000 compared to HK$964,246,000 in 2022, primarily due to a significant decline in the logistics segment[46] - Operating profit improved significantly to HK$76,318,000 in 2023 from HK$4,210,000 in 2022, reflecting better operational performance[41] - Security, infrastructure, and insurance business grew to HK$572,533,000 in 2023, up from HK$527,518,000 in 2022, becoming the core revenue driver[46][49] - Aviation and logistics business revenue dropped sharply to HK$200,299,000 in 2023 from HK$371,316,000 in 2022, impacting overall revenue[46] - Cash and cash balances increased by HK$11,321,000 to HK$198,111,000 in 2023, driven by net cash generated from operating activities of HK$51,218,000[70] - Total assets decreased slightly to HK$1,056,457,000 in 2023 from HK$1,091,440,000 in 2022, while shareholders' funds increased to HK$382,922,000[43] - The Group achieved a net profit of HK$53,488,000 in 2023, a significant turnaround from a net loss of HK$26,250,000 in 2022[41] - Basic earnings per share improved to 2.14 cents in 2023 compared to a loss of 1.24 cents per share in 2022[43] - The company turned a loss of HK$26,250,000 in 2022 into a profit of HK$53,488,000 in 2023, primarily due to improved performance in the security, infrastructure, and aviation sectors[74][99] - The security segment's revenue increased by 21% from HK$423,657,000 in 2022 to HK$515,503,000 in 2023, contributing approximately 63% of the company's total revenue[76][102] - The infrastructure segment recognized a total revenue of HK$55,840,000 in 2023, down from HK$103,761,000 in 2022, with a profit of HK$8,467,000[80] - The aviation and logistics segment reported a decrease in revenue by approximately HK$171,017,000, but still managed to achieve an operating profit of HK$47,297,000[84][106] - The company's consolidated revenue for 2023 was HK$812,918,000, a 16% decrease from HK$964,246,000 in 2022, primarily due to a significant reduction in logistics business revenue[98] - Kenyan aviation arm's profit decreased from HK$12,788,000 in 2022 to HK$9,653,000 in 2023, a decline of 24.5%, due to reduced demand for air ambulance services and termination of a major customer contract[107] - The insurance segment recorded a profit of HK$4,209,000 in 2023, up 39.7% from HK$3,012,000 in 2022[108] - Infrastructure segment revenue in Laos decreased from HK$103,761,000 in 2022 to HK$55,840,000 in 2023, a 46.2% decline, with profit dropping from HK$14,476,000 to HK$8,467,000[108] - The security sector segment reported revenue of HK$200,299,000 and operating profit of HK$47,297,000 in 2023, compared to HK$371,316,000 revenue and HK$51,858,000 operating loss in 2022[128] - The healthcare segment generated total revenue of HK$18,628,000 in 2023, a significant decrease from HK$42,831,000 in 2022, and recorded an operating loss of HK$28,304,000 compared to an operating profit of HK$7,511,000 in 2022[131] Business Segments and Operations - The logistics sector, represented by Shanghai Logistics Company, achieved notable business improvement in 2023 through regional cooperation and targeted logistics services, enhancing customer retention[21][26] - The Group's infrastructure sector had a highlight moment in 2023, with key projects successfully completed and handed over, contributing to stable revenue[30][33] - The Group strengthened the linkage among various business entities, forming a resource and information platform at the Group level to share business needs and promote project expansion[30][33] - Frontier's aviation, insurance, and medical services all contributed stable revenue to the Group in 2023[30][33] - The Group's logistics sector engaged in regional cooperation with various countries, explored customer needs, and developed targeted logistics services, stabilizing and increasing revenue[21][26] - Frontier's brand has continuously enhanced its comprehensive influence locally, earning the trust and recognition of clients and establishing deep mutual trust in business cooperation[25][28] - The logistics segment's revenue decreased due to repositioning towards specific customers, but the segment operated near breakeven[86][88] - The logistics subsidiary in South Africa was liquidated, resulting in a one-time non-cash gain of HK$52,860,000 from deconsolidation[112] - The security segment has become the Group's core business and primary revenue driver, with significant returns expected from global security initiatives in the foreseeable future[132] - The Group acquired two security arms in Hong Kong, strengthening its presence in the security sector and targeting more prominent and lucrative security projects[132] - Globalmedicare Limited (GMC) adjusted its strategies in Q4 2023 to introduce potential new income streams, with management optimistic about a performance rebound in 2024[132] - The aviation division plans to enhance its fleet capabilities and expand services to include a wider range of air charter and air ambulance services in 2024[133][135] - The Group's logistics base in South Africa was placed into liquidation on January 23, 2023, resulting in a one-time non-cash gain of HK$52,860,000 due to the deconsolidation of the subsidiary[129] - Flying hours increased from 1,936 hours in 2022 to 2,090 hours in 2023, a 7.9% increase, driven by higher demand for chartered flights[107] Corporate Governance and Risk Management - The Group continues to optimize corporate governance and employee care, aiming to build a service-oriented enterprise and provide a larger stage for employees to realize their value[36][38] - Frontier has continuously strengthened group control, solidified management responsibilities, and streamlined processes, forming an efficient management system[31][33] - The Group's business planning and risk control are equally prioritized, with a well-rounded system and comprehensive assessments paving the way for subsequent business implementations[31][33] - Frontier actively supports and cooperates with foreign institutions and business chambers, providing compliant, safe, and professional security services for international investors, including Chinese enterprises[25][28] - The Group plans to transform from traditional business to comprehensive risk management services in 2024, leveraging multi-sector synergies[61] - Cost reduction and efficiency enhancement measures contributed to improved business resilience and operational performance[55] - The Group did not use any financial instruments for hedging due to prohibitive costs, but is closely monitoring currency exchange risks for KES, NN, and RMB[141] - The Group operates in Africa, South East Asia, and Mainland China, with transactions primarily denominated in USD, KES, NN, and RMB[141] - No significant investments or material acquisitions were made during the year, except for the deconsolidation of a subsidiary[141] - The Group maintains at least 25% public float as required under the Listing Rules[149] - The consolidated financial statements were audited by PricewaterhouseCoopers, who are eligible for re-appointment[149] - The Group was added to the US Department of Commerce's Entity List on 12 June 2023, but the Board denied any involvement in the alleged activities[158] - The Group hired a professional legal advisor to address the Entity List issue by 31 December 2023[160] - The Board's key responsibilities include formulating the Group's overall strategies, setting management targets, and regulating internal controls[164] - The Nomination Committee reviews the Board's diversity policy, considering factors such as gender, age, cultural background, and professional experience[173] - The Remuneration Committee determines the remuneration packages of Directors and senior management, and reviews the Group's remuneration policy[174][189] - The Risk Committee oversees the Group's risk appetite, risk principles, and risk-related issues, including corporate actions and sanction risks management[176] - The Group's performance analysis by operating segments is detailed in Note 5 of the consolidated financial statements[179] - The Group's annual performance for the year ended 31 December 2023 is presented in the consolidated income statement on page 98[180] - The Nomination Committee identifies potential directors based on qualifications, skills, and experience that contribute positively to the Board's performance[185] - The Remuneration Committee assists in attracting, retaining, and motivating high-caliber individuals to execute strategies across the Group's operations[187] - The Risk Committee comprises 3 independent non-executive directors, responsible for overseeing the Group's risk exposures and future risk strategy[190] - Shareholders can propose candidates for Director election by submitting a written notice with the candidate's information and consent for data publication[193] - The company adheres to the Model Code for Securities Transactions by Directors of Listed Issuers to oversee directors' securities transactions, with all directors confirming compliance for the year ended 31 December 2023[197] - The company will regularly review and reassess its policy to ensure smooth implementation, considering regulatory requirements, corporate governance practices, and shareholder expectations[196] - The Nomination Committee prioritizes candidates with significant business experience, public board experience, diversity, high ethical standing, and sufficient time commitment for board duties[195] - For independent non-executive directors, candidates must meet all independence requirements under Rule 3.13 of the Listing Rules and avoid conflicts of interest[195] Impairments and Non-Cash Items - Total impairment provisions for goodwill and other intangibles, interests in associates, financial and contract assets amounted to HK$65,489,000 in 2023, up from HK$38,750,000 in 2022[74][99] - The company recorded two non-cash gains in 2023: HK$52,860,000 from deconsolidation of a subsidiary and HK$40,745,000 from a decrease in fair value of contingent consideration payable[74][99] - Impairment provisions for the healthcare segment's goodwill amounted to HK$21,054,000 in 2023, with additional impairment provisions for financial and contract assets totaling HK$23,288,000[131] - Impairment provisions for non-current assets and financial assets of the South African subsidiary totaled HK$15,477,000 (HK$1,238,000 + HK$14,239,000)[114] Employee and Shareholder Information - The Group's total number of employees decreased to 1,939 in 2023 from 2,102 in 2022[4] - Total employees decreased from 2,102 in 2022 to 1,939 in 2023, a reduction of 7.8%[124] - The company did not grant any share options in 2023, compared to 23,400,000 share options granted in 2022[119] - A new share scheme was adopted on 28 June 2023, replacing the previous Share Option Scheme and Share Award Scheme[121] - No share options or share awards were granted under the new Share Scheme as of December 31, 2023, and up to the approval date of the consolidated financial statements[139] Currency and Exchange Rate Risks - The exchange rates of KES and NN against HK$ decreased by 21% and 50%, respectively, during the year ended 31 December 2023[141]

Dividends - The board of Frontier Services Group Limited does not recommend the payment of any dividends for the year ended December 31, 2023, consistent with the previous year[3] Governance - The board includes both executive and non-executive directors, ensuring a diverse governance structure[1] Announcements - The announcement serves as supplementary information to the annual results announcement published on March 27, 2024[3]

Financial Performance - The group reported a consolidated revenue of HKD 812,918,000 for the year ended December 31, 2023, a decrease of 15.7% compared to HKD 964,246,000 in 2022[13]. - Operating profit for the year was HKD 76,318,000, a significant increase from HKD 4,210,000 in the previous year[13]. - The net profit attributable to equity holders of the company was HKD 51,175,000, compared to a loss of HKD 28,966,000 in 2022[14]. - The company reported a basic and diluted earnings per share of HKD 0.0214, recovering from a loss of HKD 0.0124 per share in the previous year[14]. - The company reported an annual profit of HKD 53,488,000, a significant recovery from the previous year's loss[63]. - The profit attributable to equity holders for 2023 was HKD 51,175,000, a significant recovery from a loss of HKD 28,966,000 in 2022[102]. - The company reversed a loss of HKD 26,250,000 in 2022 to a profit of HKD 53,488,000 in 2023, primarily due to improved performance in the security, infrastructure, and aviation segments[148]. Assets and Liabilities - Total liabilities decreased to HKD 553,485,000 from HKD 620,865,000 in the previous year, reflecting a reduction of approximately 10.8%[10]. - The group's total assets as of December 31, 2023, amounted to HKD 1,056,457,000, a decrease from HKD 1,091,440,000 in 2022[36]. - Current assets totaled HKD 568,225,000 in 2023, compared to HKD 545,283,000 in 2022, indicating a growth in liquidity[36]. - The group's liabilities increased, with current liabilities totaling HKD 519,906,000 in 2023, up from HKD 344,882,000 in 2022[36]. - The group's equity rose to HKD 502,972,000 in 2023 from HKD 407,575,000 in 2022, representing an increase of approximately 23.4%[37]. - The company's total assets decreased to HKD 1,056,457,000 in 2023 from HKD 1,091,440,000 in 2022, a reduction of about 3.2%[146]. Impairment and Provisions - The company has not recognized any impairment losses on goodwill and other intangible assets for the current year, compared to HKD 40,544,000 in the previous year[13]. - The group’s financial and contract assets impairment provisions decreased to HKD 23,288,000 from HKD 38,750,000 in the previous year, indicating improved asset quality[13]. - The company recognized impairment provisions totaling HKD 65,489,000 for goodwill and other intangible assets in 2023, compared to HKD 38,750,000 in 2022[148]. - The company has recognized an impairment provision of HKD 19,490,000 for goodwill and other intangible assets in one of its cash-generating units for the year ended December 31, 2023[186]. Revenue Breakdown - The group's revenue from external customers in Africa was HKD 133,620,000 in 2023, down from HKD 189,101,000 in 2022, reflecting a decline of approximately 29.5%[55]. - The total revenue from customer contracts for the year ended December 31, 2023, was HKD 488,102,000, compared to HKD 546,086,000 in 2022, showing a decrease of about 10.6%[55]. - Revenue from customer contracts totaled HKD 812,918,000, a decrease of 15.7% from HKD 964,246,000 in the previous year[61]. - The security segment's total revenue increased by 21% from HKD 423,657,000 in 2022 to HKD 515,503,000 in 2023, contributing approximately 63% to the company's total revenue[149]. - The logistics segment reported a revenue of HKD 200,299,000 in 2023, down from HKD 371,316,000 in 2022, indicating a decline of approximately 46%[156]. Operational Focus and Strategy - The company anticipates continued focus on operational efficiency and cost management to enhance profitability in the upcoming fiscal year[6]. - The company is actively engaged in the development of new products and technologies, although specific details were not disclosed in the conference call[23]. - The group anticipates continued significant returns from global security efforts, driven by the increasing demand for protection of Chinese enterprises in hazardous environments abroad[132]. - The healthcare segment is actively seeking opportunities globally, with a strategic focus on promoting integrated healthcare concepts, and management is optimistic about a rebound in performance in 2024[133]. - The company plans to expand its aviation services in 2024, increasing fleet capacity and service offerings[162]. Challenges and Risks - The group faced numerous challenges in business development during 2023 but managed to utilize existing resources effectively to improve operational performance[118]. - The Kenyan shilling and Nigerian naira depreciated by 21% and 50% against the Hong Kong dollar, respectively, during the year, with the group closely monitoring exchange rate risks[141]. Shareholder and Employee Information - The weighted average number of ordinary shares issued increased to 2,386,698,234 in 2023 from 2,344,818,660 in 2022, reflecting a growth of approximately 1.8%[102]. - The company has a total employee count of 1,939 as of December 31, 2023, down from 2,102 in 2022[187]. - The company has not issued any share options under its share option plan for the year ended December 31, 2023, compared to 23,400,000 options issued in 2022[135]. Cash Flow and Financing - The company recorded a net cash inflow from operating activities of HKD 51,218,000 for the year ended December 31, 2023[185]. - The company’s cash and bank balances increased to HKD 198,111,000 in 2023 from HKD 186,790,000 in 2022, showing a growth of about 6.9%[146]. - As of December 31, 2023, the company's available cash and bank balances were HKD 198,111,000, an increase from HKD 186,790,000 in 2022, while total loans amounted to HKD 209,049,000, up from HKD 190,084,000[169].

Financial Performance - For the six-month period ended 30 June 2023, the Group reported a revenue drop from HK$503,839,000 in 2022 to HK$429,140,000 in 2023, primarily due to the liquidation of its logistics arm in South Africa[25]. - The Group's operating profit improved significantly from a loss of HK$34,751,000 in 2022 to a profit of HK$72,677,000 in 2023, aided by two non-cash gains totaling HK$57,221,000 recognized during the Current Period[25]. - The Group's profit before income tax for the Current Period was HK$62,814,000, compared to a loss of HK$47,658,000 in 2022[24]. - The net profit for the Group after amortization of intangible assets was HK$31,335,000, a significant increase from HK$1,576,000 in the previous year[38]. - The profit for the six-month period ended 30 June 2023 is HK$54,869, compared to a loss of HK$54,765 in the same period of 2022[107]. - Total comprehensive income for the period is HK$34,237, a significant improvement from a total comprehensive loss of HK$60,950 in the previous year[107]. Revenue Breakdown - Revenue from contracts with customers for the six-month period ended June 30, 2023, was HK$429,140,000, a decrease of 15% compared to HK$503,839,000 in 2022[106]. - The security business generated total revenue of HK$266,662,000, a 46% increase from HK$182,609,000 in the prior year, with net profit rising to HK$31,335,000 from HK$1,576,000[48]. - Revenue from the medical-related subsidiaries decreased to HK$10,022,000 from HK$23,837,000 year-on-year, with a net profit of HK$166,000 compared to HK$7,910,000 in the previous year[40]. - Revenue from the infrastructure project in Laos was HK$44,709,000, down from HK$71,924,000 in 2022, with approximately 95% of construction completed[50]. - The logistics arm in South Africa, which contributed HK$77,016,000 in revenue during the first half of 2022, generated no revenue in the same period of 2023[25]. Cost Management - Employee benefit expenses increased from HK$177,208,000 in 2022 to HK$203,808,000 in 2023, reflecting a rise in workforce costs[24]. - The cost of direct materials and job expenses decreased from HK$148,766,000 in 2022 to HK$77,945,000 in 2023, indicating improved cost management[24]. - The Group's finance costs amounted to HK$10,120,000, impacting overall profitability[167]. Corporate Governance and Compliance - The Group's corporate governance practices have been reviewed, and it is compliant with the Corporate Governance Code throughout the six-month period ended June 30, 2023[11]. - The financial statements have been reviewed by the company's audit committee and approved by the Board on August 29, 2023[148]. - The financial statements are prepared in accordance with Hong Kong Accounting Standards and should be read in conjunction with the audited financial statements for the year ended December 31, 2022[149]. Risk Management - The Group has implemented comprehensive risk management measures, including specialized training and consultation with external legal experts, to mitigate potential sanction risks[7]. - The global macroeconomic environment remains unpredictable, with challenges such as geopolitical tensions and inflation impacting operational costs[41]. - The Group is closely monitoring currency exchange risks and may consider using financial instruments for hedging if necessary[110]. Share Schemes and Employee Incentives - As of June 30, 2023, no options or awards were granted under the new Share Scheme[7]. - The newly adopted Share Scheme allows for the grant of options and awards to participants, with a mandate limit of 240,338,588 shares, representing 10% of the total shares in issue as of June 28, 2023[68]. - The Share Scheme is designed to provide incentives for recruiting and retaining valued employees, aligning their interests with the Group's long-term business objectives[71]. Strategic Focus and Future Outlook - The Group's strategic focus includes retaining talent and attracting personnel for further development through incentive schemes[30]. - The Group anticipates benefits from the post-COVID recovery, although demand and profitability have not yet returned to pre-COVID levels[41]. - The Group aims to enhance its market competitiveness and is optimistic about navigating challenges in the current global business landscape[64]. - The Group plans to closely monitor and consider repositioning its logistics business to minimize losses[53]. - The Group anticipates continued substantial returns from its global security ventures in the foreseeable future[44]. Asset and Liability Management - As of June 30, 2023, the Group recorded total assets of HK$1,103,747,000, an increase from HK$1,091,440,000 as of December 31, 2022[73]. - Total liabilities decreased to HK$581,156,000 from HK$620,865,000, showing a reduction in financial obligations[125]. - The Group's gearing ratio was approximately 18.1% as of June 30, 2023, compared to 17.5% as of December 31, 2022[88]. - The Group's available cash and bank balances were HK$186,484,000 as of June 30, 2023, slightly down from HK$186,790,000 as of December 31, 2022[73].

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無發表聲明，並表明不會就因本公告全部或任何部份內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 FRONTIER SERVICES GROUP LIMITED 先豐服務集團有限公司 * （於百慕達註冊成立之有限公司） 網址： www.fsgroup.com www.irasia.com/listco/hk/frontier （股份代號：00500） 中期業績 截至二零二三年六月三十日止六個月期間 Frontier Services Group Limited先豐服務集團有限公司*（「本公司」）董事會（「董事 會」）提呈本公司及其附屬公司（統稱「本集團」）截至二零二三年六月三十日止六個 月期間（「本期間」）之未經審核綜合財務業績及財務狀況，連同二零二二年同期比較 金額。該等未經審核簡明中期財務報表已經本公司審核委員會成員審閱。 ...