Financial Performance - Total revenue decreased by 1.0% to HKD 1,827.8 million compared to the previous year[14] - Gross profit increased to HKD 605.7 million from HKD 534.0 million, reflecting a strong margin improvement[15] - Profit from continuing operations rose to HKD 258.7 million, up from HKD 184.7 million[15] - Net profit for the year reached HKD 202.8 million, compared to HKD 111.5 million in the previous year[15] - Basic earnings per share increased to HKD 0.2105 from HKD 0.1160[15] - The company recorded revenue of approximately HKD 1,827.8 million for the fiscal year 2023, a slight decrease of 1.0% compared to the previous year, with a gross profit increase of 13.4% to approximately HKD 605.7 million, resulting in a gross margin of 33.1%[46] - Retail business revenue increased by approximately 4.2% year-on-year to about HKD 471.8 million, generating a pre-tax segment profit of approximately HKD 29.4 million, down from HKD 32.5 million the previous year[27] - The manufacturing segment recorded revenue of approximately HKD 1,342.5 million and a pre-tax profit of approximately HKD 233.2 million for the fiscal year[21] - The company achieved a net profit of approximately HKD 202.8 million for the fiscal year 2023, a significant improvement from HKD 111.5 million in the previous year[37] - The group reported that the top five customers accounted for 59.3% of total revenue in the fiscal year 2023, with the largest customer contributing 18.3%[151] Financial Position - Total assets amounted to HKD 2,138.7 million, down from HKD 2,216.2 million[15] - The current ratio improved to 3.31 times, up from 2.66 times[15] - Return on equity increased to 11.4%, compared to 6.3% in the previous year[15] - As of June 30, 2023, the group's cash and cash equivalents reached approximately HKD 403.9 million, up from HKD 314.8 million in the fiscal year 2022[73] - The group has maintained a strong financial position with no outstanding bank or other borrowings as of June 30, 2023, resulting in a capital debt ratio of 0%[73] - Cash and cash equivalents increased by approximately 28.3% to about HKD 403.9 million as of June 30, 2023, mainly due to increased net cash flow from operating activities[92] Business Strategy and Operations - The company is focused on expanding its presence in the rapidly growing China handbag retail market[7] - The company successfully established a live streaming sales team of about 70 members, enhancing its e-commerce capabilities through platforms like Tmall and JD.com[19] - The company plans to invest in automated production systems to reduce reliance on manual labor and shorten lead times, enhancing overall competitiveness[22] - The company plans to enhance its e-commerce platform development and has collaborated with key opinion leaders on social media platforms to boost online sales[28] - The group is considering expanding its online market through platforms like Douyin into other Asian countries, including Malaysia, and anticipates satisfactory growth in its retail segment in the coming years[54] - The group remains open to acquiring potential brands that align with its brand portfolio[54] Cost Management - The company’s sales cost decreased by approximately 6.8% to about HKD 1,222.1 million, primarily due to the depreciation of the RMB against the USD[33] - The group has implemented strict production cost control policies, which have contributed to the improvement in gross profit margin despite currency fluctuations[63] - Sales and distribution expenses increased by approximately 15.9% from about HKD 157.2 million in the fiscal year 2022 to about HKD 182.3 million in the fiscal year 2023, primarily due to several marketing campaigns launched for the retail business[85] Corporate Governance - The board proposed a final dividend of HKD 0.07 per share for the fiscal year 2023, compared to HKD 0.04 per share the previous year, totaling an annual dividend of HKD 0.11 per share[44] - The company emphasizes effective corporate governance as a key factor in creating value for shareholders[115] - The board consists of executive directors, non-executive directors, and independent non-executive directors, with specific roles outlined for each member[123] - The company has a commitment to risk management and internal controls as part of its corporate governance framework[115] - The independent non-executive directors have been recommended for re-election based on their expertise and experience, despite their long tenure[123] - The company has adopted a standard code for regulating directors' securities transactions to ensure compliance[116] - The board is focused on continuous review and improvement of corporate governance practices to maximize shareholder returns[115] - The company has complied with the corporate governance code and confirmed that all directors adhered to the standard regulations during the fiscal year 2023[138] Employee Management - The group had approximately 4,500 employees as of June 30, 2023, and provided performance bonuses to high-performing staff[76] - The company aims to improve employee remuneration based on internal equity factors and external market conditions[187] - All directors participated in continuous professional development, enhancing their knowledge and skills through various training and seminars[190] Risk Management - The group faced transaction currency risks, with 72.9% of sales in fiscal year 2023 conducted in currencies other than the functional currency of the business units[74] - The company strictly adheres to anti-corruption and fraud regulations, ensuring high standards of business integrity throughout its operations[189] Shareholder Information - The company has adopted a dividend policy prioritizing cash dividends and sharing profits with shareholders, with decisions based on financial performance and other relevant factors[162] - The company will suspend the transfer of shares from November 13 to November 20, 2023, for the annual general meeting[146] - The record date for shareholders to receive the proposed dividend is November 29, 2023[146] Board Structure and Diversity - The board consists of seven members, including three executive directors, one non-executive director, and three independent non-executive directors[140] - The board consists of seven directors, all of whom are male, and plans to enhance gender diversity by identifying suitable candidates by December 31, 2024[184] - The nomination committee reviewed the board's structure and diversity policy, considering various factors including gender and age[181] Audit and Compliance - The audit committee reviewed the group's interim results for the six months ended December 31, 2022[179] - The audit committee is composed of independent non-executive directors and oversees financial reporting and internal control systems[178] - The audit committee held two meetings during the year to review the company's financial performance and discuss findings with external auditors[197] - The nomination committee conducted one meeting to assess the independence of independent non-executive directors and review service contracts[199]

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佈的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公佈 全部或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責 任。 SITOY GROUP HOLDINGS LIMITED 時 代 集 團 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） 1023 （股份代號： ） 截 至 二 零 二 三 年 六 月 三 十 日 止 年 度 之 全 年 業 績 公 佈 時代集團控股有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此宣佈，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年度的經審核綜 合全年業績。 綜合損益表 截至六月三十日止年度 二零二三年 二零二二年 附註 千港元 千港元 （經重列） 持續經營業務 收益 4 1,827,792 1,845,875 銷售成本 (1,222,07 6) (1,311,90 0) 毛利 605,716 533,975 ...

Revenue and Profitability - Total revenue for the six months ended December 31, 2022, was HKD 956,486,000, an increase from HKD 932,622,000 in the same period of 2021, representing a growth of approximately 2.9%[7] - Adjusted profit before tax for continuing operations was HKD 137,191,000, compared to HKD 54,571,000 in the previous year, marking a significant increase of approximately 151.5%[7] - The group's revenue increased by approximately 2.6% from about HKD 932.6 million to approximately HKD 956.5 million for the six months ended December 31, 2022, primarily due to increased demand from brand customers in the manufacturing sector[122] - The group's gross profit rose by approximately 21.4% from about HKD 258.7 million to approximately HKD 314.2 million, with the gross profit margin improving from 27.7% to 32.8% due to the depreciation of the RMB against the USD[124] - Net profit for the period was HKD 106,103,000, compared to HKD 6,538,000 in the same period last year, indicating a substantial increase[176] Segment Performance - Retail segment revenue was HKD 232,518,000, down from HKD 272,898,000 in the previous year, indicating a decline of about 14.8%[7] - Manufacturing segment revenue increased to HKD 716,923,000 from HKD 652,251,000, reflecting a growth of approximately 9.9%[7] - Property investment segment generated revenue of HKD 7,045,000, slightly down from HKD 7,473,000, showing a decrease of about 5.7%[7] - For the six months ended December 31, 2022, the manufacturing segment generated revenue of HKD 193,496,000 from a major customer, accounting for over 10% of the group's revenue[20] - The manufacturing segment generated revenue of approximately HKD 716.9 million from external customers, with a segment profit before tax of about HKD 107.9 million, reflecting a 9.9% increase in procurement orders from external clients compared to the previous year[115] Assets and Liabilities - Total assets as of December 31, 2022, amounted to HKD 3,207,718,000, a decrease from HKD 3,278,492,000 as of June 30, 2022[11] - Total liabilities were HKD 1,568,484,000, down from HKD 1,641,165,000, indicating a reduction of approximately 4.4%[11] - The total non-current assets as of December 31, 2022, amounted to HKD 1,084,141,000, a slight decrease from HKD 1,102,138,000 as of June 30, 2022[179] - Current assets totaled HKD 1,063,055,000, down from HKD 1,113,928,000 in the previous period, reflecting a decrease of 4.5%[179] - Current liabilities decreased to HKD 343,662,000 from HKD 419,286,000, showing a reduction of 18.1%[179] Cash Flow and Expenditures - Cash flow from operating activities was HKD 164,366,000, a substantial improvement from a cash outflow of HKD 81,260,000 in the previous year[193] - Capital expenditure for the period was HKD 6,838,000, compared to HKD 5,508,000 in the previous year, indicating an increase of approximately 24.1%[7] - The group’s capital expenditure for the six months ended December 31, 2022, was approximately HKD 6.8 million, primarily for expanding retail operations and upgrading manufacturing facilities[138] Earnings Per Share and Dividends - The basic earnings per share from continuing operations for the six months ended December 31, 2022, was 11.02 HK cents, up from 4.57 HK cents in the previous year[58] - The diluted earnings per share from continuing operations for the six months ended December 31, 2022, was 10.99 HK cents, compared to 4.57 HK cents for the same period in 2021[58] - The company declared an interim dividend of 4 HK cents per share for the six months ended December 31, 2022, an increase from 2 HK cents for the same period in 2021[55] - The total ordinary share dividends declared for the six months ended December 31, 2022, amounted to HKD 38,618,000, compared to HKD 19,309,000 for the same period in 2021[50] Taxation and Expenses - The income tax expense for the six months ended December 31, 2022, totaled HKD 31,088,000, compared to HKD 10,576,000 in the previous year, reflecting an increase of approximately 194%[41] - The actual tax rate for the group was 22.7% for the six months ended December 31, 2022, compared to 19.4% for the same period in 2021[128] - Sales and distribution expenses increased by approximately 5.1% from about HKD 88.8 million to approximately HKD 93.3 million, mainly due to several marketing activities launched in the retail business[125] - Administrative expenses decreased by approximately 6.2% from about HKD 112.3 million to approximately HKD 105.3 million, attributed to the depreciation of the RMB against the HKD[126] Shareholder Information and Corporate Governance - The group has issued 965,430,000 shares as of December 31, 2022, with no significant changes in share capital during the reporting period[75] - Major shareholder Samarang Ucits holds 48,543,000 shares, representing approximately 5.03% of the company's issued shares[159] - The company has adopted a corporate governance code that complies with the requirements of the Listing Rules and has confirmed adherence to these standards for the six months ending December 31, 2022[161] - The board is committed to enhancing corporate governance practices to ensure transparency and accountability to shareholders[161] Market and Operational Strategies - The company aims to enhance its competitive edge by optimizing production processes and sourcing competitively priced quality raw materials[110] - The internal creative and R&D center provides one-stop design, research, development, and manufacturing solutions to meet changing consumer preferences and fashion trends[117] - The company plans to strengthen its original design manufacturing portfolio, combining superior craftsmanship and service with innovative handbag and footwear designs to attract more brand clients[117] - The group plans to enhance its manufacturing, design, and R&D capabilities for bags, small leather goods, and travel products to meet diverse customer needs[119] Employee and Compensation - Total short-term employee benefits for 2022 were HKD 5,531 million, a decrease of 2.67% from HKD 5,683 million in 2021[87] - Total remuneration paid to key management personnel in 2022 was HKD 5,585 million, down from HKD 5,761 million in 2021, reflecting a decrease of 3.06%[87] - The group had approximately 4,500 employees as of December 31, 2022, with competitive compensation and benefits compared to market standards[148]

Financial Performance - The Group's revenue increased by 40.4% year-on-year to HKD 1,845.9 million[21] - Gross profit for the year was HKD 533.975 million, compared to HKD 327.745 million in the previous year[23] - Profit from continuing operations was HKD 184.695 million, a significant recovery from a loss of HKD 82.171 million in the prior year[23] - The net profit for the year was HKD 111.512 million, compared to a loss of HKD 153.659 million in the previous year[23] - The Group's total assets amounted to HKD 2,216.066 million, while net assets were HKD 1,765.536 million[23] - The current ratio improved to 2.66 times, up from 2.14 times in the previous year[23] - The Group's return on equity was 6.3%, recovering from a negative 8.8% in the previous year[23] - The company reported a revenue of approximately HKD 1,845.9 million for the fiscal year 2022, representing a 40.4% increase compared to the previous year[26] - Gross profit increased by 62.9% to approximately HKD 534.0 million, with a gross margin of 28.9%[26] - The profit attributable to equity holders was approximately HKD 111.5 million, reversing the loss of HKD 150.2 million from the previous year[26] - Basic earnings per share were HKD 0.1160, compared to a loss per share in the previous year[26] Business Segments - Retail business revenue increased by 12.1% to approximately HKD 452.8 million, with a pre-tax profit of approximately HKD 32.5 million, compared to a pre-tax loss of HKD 8.3 million in the previous year[28] - Manufacturing business revenue was approximately HKD 1,379.4 million, with a pre-tax profit of approximately HKD 150.3 million[29] - The property investment segment generated approximately HKD 13.7 million in revenue and a pre-tax profit of about HKD 6.9 million for the fiscal year 2022[31] - Manufacturing orders from external customers increased by approximately 53.8% compared to the previous year, resulting in segment revenue of about HKD 1,379.4 million and a pre-tax profit of approximately HKD 150.3 million, recovering from a pre-tax loss of HKD 52.1 million last year[37] Strategic Initiatives - The Group plans to continue expanding its presence in the rapidly growing China handbag retail market[4] - The company plans to invest in automated production systems and tools to reduce reliance on manual labor and shorten lead times[29] - The company has established a live streaming sales team of about 60 members to enhance online sales capabilities[26] - The company aims to strengthen its e-commerce development and has partnered with key opinion leaders to enter live streaming sales channels[26] - The company is focusing on improving supply chain management and efficiency in sales channels to enhance product and retail operations[32] - The company plans to enhance production machinery and tools to reduce reliance on labor due to labor shortages[32] Corporate Governance - The company is committed to establishing good corporate governance practices to enhance transparency and accountability to shareholders[82] - The board has adopted a set of corporate governance practices that comply with the corporate governance code as per the listing rules[83] - The company emphasizes effective corporate governance as a key factor in creating more value for shareholders[82] - The board is responsible for ensuring that all business operations are conducted transparently and accountably[82] - The company has established a written terms of reference for the Audit Committee, which is responsible for reviewing and supervising the financial reporting process and internal control systems[102] Risk Management - The company has established an effective risk management and internal control system, with no significant risks identified during the year[129] - The board conducted a semi-annual review of the risk management and internal control system's effectiveness, concluding it is effective and appropriate[140] - The company is exposed to foreign currency exchange rate risks due to significant operations and interests in other regions[194] - The retail business faces risks including reduced consumer spending leading to excess inventory and the need for aggressive discounting[191] - The manufacturing business is challenged by the risk of losing key management personnel and fluctuations in the costs of goods and production materials[198] Shareholder Information - The company proposed a final dividend of HKD 0.04 per share and a special dividend of HKD 0.02 per share, totaling HKD 0.08 per share for the fiscal year 2022, up from HKD 0.03 per share in the previous year[25] - The group reported a mid-term dividend of HKD 0.02 per share paid on April 29, 2022, and proposed a final dividend of HKD 0.04 per share and a special dividend of HKD 0.02 per share for the fiscal year 2022, pending shareholder approval[150] - The top five customers accounted for 56.2% of the total revenue for the fiscal year 2022, with the largest customer contributing 23.2%[156] - The top five suppliers represented 22.0% of total procurement for the fiscal year 2022, with the largest supplier accounting for 6.0%[156] Employee and Management - The company employed approximately 4,500 staff as of June 30, 2022, and provided various employee benefits and training programs to enhance skills and productivity[70] - The executive team includes Dr. Yang Wah Keung, who has been with the group since its establishment in the 1970s, and Dr. Yang Wah Fai, the CEO, who has been with the group since 1974[71] - The company has a strong retail management team, with Mr. Yang Kin responsible for overall retail operations and strategy planning since joining in 1999[72] Compliance and Regulations - The company has complied with the disclosure requirements regarding related party transactions for the fiscal year 2022[184] - The company has not identified any instances of employees failing to comply with the guidelines regarding insider information during the fiscal year[87] - The company adheres to high standards of business integrity and has implemented anti-corruption and fraud policies[160]

Revenue Growth - Retail segment revenue increased by approximately 41.8% to about HKD 272.9 million, driven by live sales, particularly in the Chinese market[12] - The manufacturing segment reported a 38.4% increase in procurement orders from external clients, generating segment revenue of approximately HKD 652.3 million and a segment profit of about HKD 31.2 million[15] - The group's revenue increased by approximately 39.1% from about HKD 670.7 million to approximately HKD 932.6 million for the six months ended December 31, 2021, primarily due to increased demand from manufacturing and retail business clients[25] - Total revenue for the retail segment was HKD 272,898,000, while manufacturing generated HKD 652,251,000, and property investment contributed HKD 7,473,000, leading to a total revenue of HKD 932,622,000 for the six months ended December 31, 2021[117] - The company reported a significant increase in external customer sales compared to the previous year, with a rise from HKD 670,707,000 to HKD 932,622,000, reflecting a growth of approximately 39%[119] Profitability - Gross profit increased by approximately 56.9% from about HKD 164.9 million to approximately HKD 258.7 million, with the gross margin improving from 24.6% to 27.7% due to higher prices paid by manufacturing clients and improved retail conditions[27] - The group recorded a net profit of approximately HKD 6.5 million for the six months ended December 31, 2021, a turnaround from a loss of approximately HKD 89.9 million in the same period of the previous year[34] - The profit before tax from continuing operations was HKD 54,571, compared to a loss of HKD 58,840 in the previous year, marking a turnaround in performance[88] - The company reported a profit attributable to owners of the company of HKD 6,655, compared to a loss of HKD 87,837 in the previous year[89] - The company reported a profit of HKD 6,538,000 for the year 2021, a significant improvement compared to a loss of HKD 89,852,000 in 2020[92] Cost Management - The cost of sales rose by approximately 33.2% from about HKD 505.8 million to approximately HKD 673.9 million for the same period, aligning with the revenue increase[26] - The company is optimizing costs to sustain considerable returns despite rising labor costs and increasing competition[17] - Employee benefits expenses totaled HKD 224,720,000, up from HKD 205,886,000 year-over-year[139] Market Expansion - The company has acquired exclusive distribution and operational rights for the global brand Cole Haan in mainland China and Hong Kong, expanding its brand portfolio[14] - The company is focusing future store openings in Chinese cities to capitalize on the growing demand in the retail sector[14] - The company has diversified its market coverage, achieving a more balanced revenue distribution across North America, Europe, and Asia[17] - Revenue from North America increased to HKD 205,806,000, up 86% from HKD 110,409,000 year-over-year[126] - Revenue from mainland China, Hong Kong, Macau, and Taiwan reached HKD 409,318,000, a 45% increase compared to HKD 282,406,000 in the previous year[126] Operational Efficiency - The company established its own live sales team and has successfully entered live sales channels such as TikTok and Tmall, achieving satisfactory results[14] - The group plans to enhance its manufacturing, design, and R&D capabilities for bags, small leather goods, and travel products to meet diverse client needs[22] - The group aims to strengthen online sales and develop a new retail model that integrates online and offline sales channels[21] - The company is adopting a cautious and agile approach to operations while retaining liquidity in anticipation of pandemic stabilization[14] - The company is focused on resource allocation and performance evaluation across its business segments to enhance operational efficiency[113] Financial Position - Cash and cash equivalents as of December 31, 2021, amounted to approximately HKD 329.1 million, compared to HKD 477.8 million as of June 30, 2021[49] - The group's debt-to-equity ratio as of December 31, 2021, was approximately 6.7%, up from 3.5% as of June 30, 2021[49] - The company's total liabilities as of December 31, 2021, included trade payables of HKD 15,824,000 and other payables of HKD 25,643,000[150] - The net asset value of the company was HKD 1,763,880,000, an increase from HKD 1,748,735,000[95] - The company's current liabilities totaled HKD 567,422,000, reflecting an increase from HKD 516,967,000[93] Corporate Governance - The company has adopted a set of corporate governance practices that comply with the requirements of the Corporate Governance Code, ensuring transparency and accountability to shareholders[69] - The company has established an Audit Committee responsible for reviewing and supervising the financial reporting system, risk management, and internal control procedures[70] - All directors confirmed compliance with the standards set out in the Corporate Governance Code for the six months ending December 31, 2021[68] - The company has formed an Environmental, Social, and Governance (ESG) Committee to oversee policies related to workplace quality, environmental protection, operational practices, and community engagement[75] Discontinued Operations - The company has terminated operations related to Sitoy AT Holdings Company, and the financials do not include any amounts from this discontinued operation[114] - The loss from discontinued operations during the period was approximately HKD 37.5 million, compared to a loss of HKD 38.1 million in the same period of 2020[37] - The basic and diluted loss per share from discontinued operations was HKD 3.88 for the six months ended December 31, 2021, unchanged from the previous year[153] - The company reported a total loss attributable to equity holders of the parent from discontinued operations of HKD 37,340,000 for the six months ended December 31, 2021[153] Cash Flow - The net cash flow used in operating activities was HKD (81,260,000) for the six months ended December 31, 2021, compared to HKD 28,009,000 in the previous year[102] - The net cash flow from financing activities was HKD 181,157,000 for the six months ended December 31, 2021, while it was HKD (200,384,000) in the same period of 2020[104] - The total cash and cash equivalents at the end of the period were HKD 344,900,000, down from HKD 461,760,000 at the end of 2020[104] Shareholder Information - The interim dividend declared for the six months ended December 31, 2021, is HKD 0.02 per ordinary share, consistent with the interim dividend for the same period in 2020[59] - The total number of issued ordinary shares for calculating basic earnings per share was 962,702,000 for the six months ended December 31, 2021, compared to 962,506,348 for the same period in 2020[160] - The company holds 2,728,000 treasury shares, representing approximately 0.28% of the issued shares as of the reporting date[181]

Financial Performance - Sitoy Group Holdings reported a significant increase in revenue, achieving a total of HKD 1.2 billion, representing a year-on-year growth of 15%[15]. - The company reported a total revenue of approximately HKD 1,424.9 million, a decrease of 21.2% compared to the previous year[18]. - Gross profit fell by 7.4% to about HKD 406.4 million, with a gross margin of 28.5%[29]. - The company recorded a loss attributable to equity holders of approximately HKD 150.2 million, with a basic loss per share of HKD 15.61[31]. - The group’s revenue decreased by approximately 21.2% from about HKD 1,808.9 million in the fiscal year 2020 to about HKD 1,424.9 million in the fiscal year 2021, primarily due to a reduction in customer manufacturing orders[54]. - The manufacturing business generated segment revenue of approximately HKD 897.1 million, with a segment loss before tax of about HKD 52.1 million, compared to a profit of HKD 60.6 million in the previous year, reflecting a decline of approximately 31.7% in procurement orders from external customers[47]. - The retail segment showed significant growth, particularly in the Chinese market, which outperformed other regions[31]. - Retail segment revenue increased by 6.8% to approximately HKD 514.3 million, with a pre-tax segment loss of approximately HKD 61.4 million, significantly improved from a loss of HKD 156.2 million last year[34]. Growth Strategies - Sitoy Group anticipates continued growth, projecting a revenue increase of 10-15% for the next fiscal year, driven by new product launches and market expansion strategies[15]. - The company plans to open 10 new retail locations across mainland China in the upcoming year, enhancing its market presence[15]. - The company is investing in research and development, with a budget allocation of HKD 50 million for innovative handbag designs and sustainable materials[15]. - The company has established a partnership with Cole Haan, expanding its product offerings and distribution channels in Hong Kong and mainland China[3]. - The company plans to focus its future store openings primarily in domestic cities[31]. - The company plans to focus resources on expanding its retail brands, including TUSCAN'S, Fashion & Joy, Amedeo Testoni, and Cole Haan[39]. Sustainability Initiatives - Sitoy Group is committed to sustainability, with plans to reduce carbon emissions by 20% over the next three years through eco-friendly manufacturing processes[15]. - The company aims to gradually reduce harmful gas emissions during production and is committed to long-term production of carbon-neutral products and services[181]. - The company has implemented resource and energy management policies to reduce consumption and save resources, including the use of LED lighting and water-saving measures[188][189]. - The company has established a comprehensive environmental management system, including policies for emissions management and waste reduction[180]. - The group focuses on environmental, social, and governance (ESG) performance in manufacturing and selling handbags, small leather goods, and travel products in China and Hong Kong[165]. Corporate Governance - The company reported a commitment to good corporate governance practices, aiming to enhance transparency and accountability to shareholders[96]. - The board of directors consists of seven members, including three executive directors and three independent non-executive directors[102]. - The company has adopted corporate governance practices that comply with the Hong Kong Stock Exchange's listing rules, ensuring adherence to the corporate governance code[97]. - The management team is responsible for implementing board decisions and reporting on overall performance[104]. - The company has established clear powers and responsibilities for both the board and management under internal control mechanisms[103]. Risk Management - The company has established a risk management system to identify, assess, and manage risks associated with its business operations[139]. - No significant risks were identified during the risk assessment conducted in the fiscal year[142]. - The internal control system is aligned with the COSO 2013 framework, ensuring operational efficiency and compliance with applicable laws[143]. - The board conducted a semi-annual review of the effectiveness of the risk management and internal control systems, concluding that they are effective and appropriate[155]. Employee Welfare - The group provides competitive compensation packages to retain industry talent, with annual reviews based on qualifications, positions, and experience[197]. - The group offers various employee benefits, including housing, shopping discounts, and performance rewards, to promote work-life balance[198]. - Regular performance evaluations are conducted to assess employee capabilities and provide opportunities for promotion[199]. - The group provides comprehensive onboarding training for new employees to familiarize them with policies and safety knowledge[200]. - The group emphasizes a diverse workforce and does not tolerate any form of discrimination in its hiring practices[194].

Financial Performance - Retail segment revenue decreased by approximately 17.5% to about HKD 252.4 million, with a pre-tax segment loss of approximately HKD 22.6 million compared to a loss of HKD 14.7 million in the same period last year[9]. - Manufacturing segment revenue from external customers dropped by about 43.6%, generating approximately HKD 471.3 million in revenue and a pre-tax segment loss of approximately HKD 44.2 million[11]. - The group's revenue decreased by approximately 36.4% from about HKD 1,148.9 million for the six months ended December 31, 2019, to approximately HKD 730.7 million for the six months ended December 31, 2020, primarily due to a decline in demand from brand customers in the manufacturing and retail sectors[24]. - The company reported a total revenue of HKD 924,074,000 for the six months ended December 31, 2020, compared to HKD 1,079,518,000 for the same period in 2019, reflecting a decline[97]. - The company reported a total pre-tax loss of HKD 79,258,000 for the period[119]. - For the six months ended December 31, 2020, the company recorded a loss of approximately HKD 89.9 million, compared to a profit of approximately HKD 42.2 million in the same period of 2019[31]. - The company reported a net cash flow from operating activities of HKD 28,009,000 for the six months ended December 31, 2020, compared to HKD 161,050,000 for the same period in 2019, indicating a significant decrease[101]. - The company’s basic loss per share was HKD (9.13), compared to earnings of HKD 4.79 in the previous year[83]. Cost Management and Optimization - The company has adopted multiple immediate measures to cut costs and preserve operating capital, including reviewing the existing sales point network and improving organizational and cost structures[9]. - Cost optimization remains a key strategy for maintaining substantial returns despite rising labor costs and increasing competition[14]. - The cost of sales decreased by approximately 36.4% from about HKD 813.9 million to approximately HKD 517.5 million, aligning with the revenue decline[24]. - Other expenses increased from approximately HKD 4.8 million to about HKD 60.6 million, mainly due to a net exchange loss of approximately HKD 51.0 million and a fair value loss of approximately HKD 7.4 million on investment properties[27]. Market and Operational Strategies - The company has secured exclusive distribution and operational rights for the global brand Cole Haan in mainland China and Hong Kong, expanding its brand portfolio[9]. - E-commerce development has been strengthened, with most brands available on platforms like Tmall and JD.com, and the establishment of an internal live broadcast sales team[10]. - The company has diversified its market coverage, achieving a more balanced revenue distribution across North America, Europe, and Asia[14]. - The group plans to enhance its manufacturing capabilities and reduce reliance on manual labor by investing in automation[22]. - The group aims to strengthen its product design and development efforts, particularly in the F&J SS20 series, to attract more brand customers[20]. - The group will continue to explore new sales channels and enhance online sales capabilities[19]. Property and Investment Performance - The property investment segment generated revenue of approximately HKD 7.0 million, with a pre-tax loss of about HKD 3.8 million due to a fair value loss of approximately HKD 7.4 million on investment properties[15]. - The group anticipates that its property holdings will continue to provide stable rental income in the upcoming six months[24]. - The fair value of the remaining area of Property 1 was approximately HKD 608.8 million as of December 31, 2020, accounting for about 25.5% of the company's total assets[35]. - The company generated total rental income of approximately HKD 5.9 million from Property 1 for the six months ended December 31, 2020[35]. Financial Position and Liquidity - As of December 31, 2020, the company's cash and cash equivalents were approximately HKD 461.8 million, down from approximately HKD 517.8 million as of June 30, 2020[45]. - The company's asset-liability ratio was approximately 4.4% as of December 31, 2020, compared to 3.9% as of June 30, 2020[45]. - The company’s total liabilities decreased to HKD 515,650 from HKD 520,024, reflecting improved management of current liabilities[90]. - The company’s cash and cash equivalents stood at HKD 461,760, down from HKD 517,822, indicating a reduction in liquidity[88]. - The company’s total liabilities increased, with interest-bearing bank borrowings amounting to HKD 161,472,000 for the six months ended December 31, 2020[103]. Employee and Management Information - The group employed approximately 5,000 employees as of December 31, 2020, and provided various employee benefits and training programs to enhance skills and productivity[53]. - The total remuneration paid to key management personnel for the six months ended December 31, 2020, was HKD 6,238,000[185]. - The company has adopted a share option scheme and a share award scheme to reward employees for their contributions[61]. Dividend and Shareholder Information - The board declared an interim dividend of HKD 0.02 per share for the six months ended December 31, 2020, consistent with the interim dividend of HKD 0.02 per share for the same period in 2019[54]. - The company will suspend shareholder registration from April 8 to April 9, 2021, for the purpose of processing dividend payments[56]. - As of December 31, 2020, the beneficial ownership of the company's shares by directors and key executives included 437.72 million shares (45.34%) held by Mr. Yang Huaqiang and 236.07 million shares (24.45%) held by Mr. Yang Hehui[59]. Risk Management and Future Outlook - The company is closely monitoring the impact of the COVID-19 pandemic on its operations and overall economic performance, with ongoing assessments of its financial condition and operational results[186]. - The company is evaluating the effects of pandemic control measures, which may influence its business operations and revenue levels[186]. - The company plans to focus on market expansion and new product development to drive future growth despite the current financial challenges[1].

Revenue Performance - Retail segment revenue increased by approximately 36.4% to about HKD 305.8 million for the six months ended December 31, 2019, compared to the same period last year[17]. - Revenue decreased by approximately 10.5% from about HKD 1,283.3 million for the six months ended December 31, 2018, to about HKD 1,148.9 million for the six months ended December 31, 2019, primarily due to a decline in demand from manufacturing business clients[36]. - Total revenue for the six months ended December 31, 2019, was HKD 1,148,921,000, compared to HKD 1,283,282,000 for the same period in 2018, representing a decrease of approximately 10.5%[131]. - Sales to external customers in the retail segment amounted to HKD 305,798,000, while the manufacturing segment generated HKD 835,160,000 in sales[130]. - Revenue from North America was HKD 212,882,000, while Europe generated HKD 231,874,000, and Greater China contributed HKD 464,049,000[140]. Profitability - The retail segment reported a pre-tax loss of approximately HKD 14.7 million, a decline from a pre-tax profit of about HKD 13.3 million in the previous year due to reduced consumer sentiment and increased management costs[17]. - Gross profit decreased by approximately 6.8% from about HKD 359.4 million to about HKD 335.0 million, while gross margin slightly increased from approximately 28.0% to 29.2% due to higher contributions from the retail business[37]. - Net profit for the six months ended December 31, 2019, decreased by approximately 61.3% to about HKD 42.2 million from about HKD 109.0 million for the same period in 2018[44]. - Profit before tax decreased to HKD 65,860,000, a decline of 54.1% from HKD 143,620,000 in the previous year[93]. - Basic earnings per share for the period was HKD 4.79, a decrease of 59.1% compared to HKD 11.73 in the previous year[93]. Expenses and Costs - Cost of sales decreased by approximately 11.9% from about HKD 923.8 million to about HKD 813.9 million, aligning with the revenue decline[37]. - Selling and distribution expenses increased by approximately 16.7% from about HKD 109.0 million to about HKD 127.3 million, mainly due to the expansion of the retail business[38]. - Administrative expenses slightly increased by approximately 3.2% from about HKD 150.2 million to about HKD 154.9 million[39]. Market Strategy and Expansion - The group plans to expand its retail footprint in Asia, including Japan, South Korea, and Taiwan, following the acquisition of a.testoni and i29[20]. - The group aims to enhance its competitive edge by optimizing production processes and sourcing competitively priced quality raw materials[24]. - The group is committed to enhancing brand awareness through marketing activities and design teams for TUSCAN'S and Kenneth Cole products[20]. - The group plans to continue investing in automation to reduce reliance on manual labor and streamline manufacturing processes[31]. - The group aims to strengthen its online sales capabilities and develop a new retail model that integrates online and offline sales[30]. Financial Position - Cash and cash equivalents reached approximately HKD 504.2 million as of December 31, 2019, up from HKD 406.8 million as of June 30, 2019[53]. - The group's debt-to-asset ratio was approximately 7.1% as of December 31, 2019, compared to 6.2% as of June 30, 2019[53]. - The company's total assets as of December 31, 2019, were HKD 2,159,903,000, an increase from HKD 2,065,183,000 as of June 30, 2019[96]. - Current liabilities totaled HKD 597,850,000, compared to HKD 566,881,000 as of June 30, 2019[96]. - The net asset value was HKD 807,038,000, a decrease from HKD 829,225,000 in the previous period[96]. Corporate Governance - The company has adopted corporate governance practices that comply with the requirements of the Corporate Governance Code as of December 31, 2019[77]. - The company is committed to enhancing corporate governance practices to ensure transparency and accountability to shareholders[76]. - The company has established a robust framework for corporate governance, which includes regular compliance checks and adherence to the standard code of conduct[75]. - The company plans to maintain transparency in its governance practices, as evidenced by the detailed disclosures regarding shareholdings and trading activities[72]. - The company has adopted a standard code for regulating securities trading by directors, ensuring compliance with the established guidelines[73]. Investment and Acquisitions - The acquisition of Harbour Century Limited was completed for a price of HKD 560 million, with the property renamed as "Times Center" and generating rental income of approximately HKD 6.6 million for the six months ended December 31, 2019[46]. - The group acquired subsidiaries for approximately 12,370,000 HKD in the six months ending December 31, 2019, compared to 10,203,000 HKD in the same period of 2018, representing an increase of about 21%[170]. - Capital expenditures for the six months ended December 31, 2019, amounted to approximately HKD 14.0 million, primarily for retail business expansion and manufacturing facility upgrades[49]. Trade and Receivables - Trade receivables amounted to HKD 404,797,000 as of December 31, 2019, down from HKD 488,212,000 as of June 30, 2019, indicating a decrease of about 17.1%[185]. - The impairment loss on trade receivables increased to HKD 3,139,000 as of December 31, 2019, compared to HKD 2,513,000 as of June 30, 2019, reflecting a rise of approximately 24.8%[187]. - The aging analysis of trade receivables showed that HKD 336,018,000 (83.2%) was within 90 days, while HKD 25,928,000 (6.4%) was overdue by more than 180 days[187]. - The expected credit loss rate for trade receivables was 0.22% for amounts due within one month, increasing to 20.00% for amounts overdue by more than three months[190]. Taxation - The actual tax rate increased to 35.9% for the six months ended December 31, 2019, compared to 24.1% for the same period in 2018, due to the utilization of tax losses by certain subsidiaries in mainland China[41]. - The total tax expense for the six months ended December 31, 2019, was HKD 23,666, a decrease of 31.9% from HKD 34,652 in the previous year[162].

Company Overview - Sitoy Group Holdings Limited is a leading manufacturer of high-end and luxury handbags, small leather goods, and travel goods, with a focus on the Greater China market[3]. - The Group owns four self-owned brands: Tuscan's, Fashion & Joy, a.testoni (acquired in the year), and its diffusion line i29[3]. - Sitoy Group has exclusive distribution rights for Cole Haan and Kenneth Cole in Hong Kong and mainland China, and for Jockey in mainland China[3]. - The Group entered the rapidly growing China handbag retail market in 2011, becoming a vertically integrated company in this sector[3]. Brand Strategy - The Group's strategy includes expanding its brand portfolio and enhancing its market presence through acquisitions and exclusive rights[3]. - Sitoy Group aims to leverage its strong brand recognition and distribution capabilities to capture growth opportunities in the luxury goods market[3]. - Fashion & Joy targets fashion-conscious consumers with modern and functional travel bags and business accessories[11]. - The a.testoni brand is known for its luxurious footwear and leather fashion, rooted in traditional Italian craftsmanship[15]. Financial Performance - The company reported a revenue of approximately HKD 2,441.4 million for the fiscal year 2019, representing a slight increase of 5.9% compared to the previous year[32][42]. - Gross profit for the year was HKD 695.3 million, up 9.1%, with a gross margin of 28.5%[42]. - Profit attributable to equity holders decreased by approximately 51.1% to about HKD 125.6 million, with basic earnings per share at HKD 0.1297[42][39]. - Retail business revenue increased by 80.7% to approximately HKD 570.2 million, following the acquisition of A. Testoni S.p.A.[43]. Acquisitions and Growth - The acquisition of A. Testoni S.p.A. was completed in November 2018, contributing to the retail segment's performance[43]. - The group aims to achieve breakeven for the A. Testoni brand within three years, with a focus on enhancing its brand identity and craftsmanship[44]. - The retail segment revenue surged approximately 80.7% year-on-year to about HKD 570.2 million in the fiscal year 2019, primarily due to the acquisition of A. Testoni S.p.A. and its subsidiaries[55]. Market Challenges - The company faced challenges due to the escalation of US-China trade tensions and a weakening consumer sentiment in Hong Kong and mainland China[42]. - North American customers accounted for approximately 20.5% of total revenue in the fiscal year 2019, down from 27.5% in the previous fiscal year, indicating reduced reliance on the North American market[49]. Operational Efficiency - The manufacturing segment generated revenue of approximately HKD 1,860 million, maintaining stable order levels despite challenges from the U.S.-China trade tensions[51]. - The group plans to expand its retail business by identifying reliable distributors in more provinces in mainland China to enhance sales channels and brand awareness[53]. - The group has established a design team to support the development of products for brands such as Kenneth Cole, TUSCAN'S, and Fashion & Joy, contributing to improved consumer appeal[50]. Financial Management - The company has a strong management team with over 30 years of experience in financial management and corporate governance, enhancing its operational efficiency[112]. - The company reported a significant increase in overall financial management and internal controls, with a focus on risk management and daily financial operations[108]. - The company has adopted a dividend policy prioritizing cash dividends and sharing profits with shareholders, subject to financial performance and other factors[184]. Corporate Governance - The company emphasizes compliance and corporate governance, with members of its board participating in various regulatory committees and associations[113]. - The board includes members with legal and accounting expertise, which strengthens the company's compliance and regulatory framework[113]. - The company has established three board committees to assist in fulfilling its responsibilities and promoting effective management[141]. Risk Management - The company has established a risk management system to identify, assess, and manage risks associated with its business operations[166]. - The internal control system is aligned with the COSO 2013 framework, ensuring operational efficiency and compliance with applicable laws[171]. - The board conducted a semi-annual review of the effectiveness of the risk management and internal control systems, concluding they are effective and appropriate[182]. Environmental, Social, and Governance (ESG) - The company emphasizes the importance of effective environmental, social, and governance (ESG) governance for sustainable development[197]. - The ESG report covers the group's environmental and social performance in core businesses in mainland China and Hong Kong for the period from July 1, 2018, to June 30, 2019[194]. - The board is responsible for overseeing the group's ESG governance and risk management, identifying and managing related risks[197].

Revenue and Profitability - Retail business revenue increased by approximately 46.4% to about HKD 224.2 million for the six months ended December 31, 2018 [11]. - Revenue increased from approximately HKD 1,160.2 million for the six months ended December 31, 2017, to approximately HKD 1,283.3 million for the six months ended December 31, 2018, representing a growth of about 10.6% [36]. - Gross profit rose by approximately 12.2% from about HKD 320.5 million to approximately HKD 359.4 million, with the gross margin slightly increasing from about 27.6% to approximately 28.0% [38]. - The pre-tax profit from the retail segment was approximately HKD 13.3 million, representing a growth of about 4.1% compared to the same period last year [11]. - The pre-tax profit for the group was HKD 143,620,000, compared to HKD 157,473,000 in the previous year, indicating a decrease of about 8.8% [134]. - Net profit for the period was HKD 108,968,000, a decline from HKD 143,315,000 in 2017, which is a decrease of around 24% [99]. - Basic earnings per share for the period were HKD 11.73, down from HKD 14.45 in the previous year, representing a decrease of approximately 18.8% [99]. Market and Business Strategy - The group acquired A. Testoni S.p.A., enhancing its retail network across Hong Kong, mainland China, Taiwan, Southeast Asia, Japan, and Europe [15]. - The group plans to continue expanding its retail business in Hong Kong and mainland China, including opening new stores and brand flagship stores targeting younger consumers [31]. - The group has diversified its market strategy to mitigate the impact of the US-China trade dispute [22]. - The group is enhancing its e-commerce development, with most brands available on platforms like Tmall and JD.com [19]. - The group aims to enhance online sales capabilities and promote a new retail model that integrates online and offline sales [31]. Expenses and Cost Management - Sales and distribution expenses increased by approximately 18.5% from about HKD 92.0 million to approximately HKD 109.0 million, primarily due to the expansion of retail operations [39]. - Administrative expenses rose by approximately 41.1% from about HKD 106.4 million to approximately HKD 150.2 million, mainly due to one-time legal and professional fees from acquisitions and hiring more management staff [40]. - The group aims to optimize costs by seeking competitively priced quality raw materials and upgrading production facilities [23]. Financial Position and Cash Flow - The group's cash and cash equivalents as of December 31, 2018, were approximately HKD 286.0 million, down from HKD 447.6 million as of June 30, 2018, primarily due to acquisitions and share buybacks [60]. - The group's debt-to-asset ratio as of December 31, 2018, was approximately 3.8%, compared to zero as of June 30, 2018 [60]. - Operating cash flow for the six months ended December 31, 2018, was HKD 131,161,000, compared to a negative cash flow of HKD 2,634,000 in the same period of 2017 [113]. - The total cash and cash equivalents decreased by HKD 152,882,000, ending the period with HKD 286,016,000 compared to HKD 537,807,000 at the end of the previous year [115]. Investments and Acquisitions - The group acquired 95.35% of the shares of A. Testoni S.p.A. for a total consideration of EUR 9,535,210 (approximately HKD 86,975,418) [53]. - The acquisition of A. Testoni S.p.A. was completed on November 22, 2018, for a total cash consideration of EUR 7,334,000 (approximately HKD 65,163,000), resulting in full ownership of the company [186]. - The identifiable assets and liabilities of A. Testoni Group at the acquisition date included property, plant, and equipment valued at HKD 82,791,000 and inventory valued at HKD 96,857,000 [187]. Employee and Corporate Governance - The group employed approximately 8,100 employees as of December 31, 2018, and provided various employee benefits and training programs [68]. - The company has adopted a set of corporate governance practices that comply with the requirements of the Corporate Governance Code [84]. - The Audit Committee, consisting of independent non-executive directors, reviewed the financial reporting system and internal controls [85]. Taxation and Financial Performance - The actual tax rate for the six months ended December 31, 2018, was 24.1%, an increase from 9.0% for the same period in 2017, primarily due to the utilization of tax losses by certain subsidiaries in mainland China [44]. - The group reported a total tax expense of HKD 34,652,000 for the six months ended December 31, 2018, compared to HKD 14,158,000 in the same period of 2017, showing a significant increase [156]. Property and Investment Performance - The property investment segment generated a fair value gain of approximately HKD 25.7 million, with revenue from property investment amounting to about HKD 6.0 million, leading to a pre-tax profit of approximately HKD 28.0 million [24]. - The fair value gain from investment properties for the six months ended December 31, 2018, was HKD 25,660,000, down from HKD 37,259,000 in 2017, indicating a decline of approximately 31.2% [151].