Financial Performance - The company reported a net loss of approximately HKD 13.5 million for the year ended December 31, 2020, compared to a net profit of HKD 9.1 million for the year ended December 31, 2019, representing a decline of about 247%[6]. - Revenue decreased by approximately 14.3% year-on-year due to the impact of the COVID-19 pandemic, leading to delays or cancellations of sales orders and reduced demand from overseas customers[6]. - For the year ended December 31, 2020, the company's revenue decreased by approximately HKD 59.2 million or 14.3% to about HKD 354.2 million compared to HKD 413.4 million for the year ended December 31, 2019[19]. - Gross profit decreased by approximately HKD 36.2 million or 37.6% to about HKD 60.1 million for the year ended December 31, 2020, resulting in a gross margin drop from approximately 23.3% to 17.0%[23]. - The group recorded a net other loss of approximately HKD 7,400,000 for the year ended December 31, 2020, compared to a net other income of approximately HKD 3,700,000 for the year ended December 31, 2019, primarily due to exchange rate fluctuations[25]. - The group recognized an impairment loss of approximately HKD 1,700,000 for trade receivables for the year ended December 31, 2020, based on expected credit losses, considering past losses and the impact of COVID-19[26]. - The group reported a loss of approximately HKD 13,500,000 for the year ended December 31, 2020, compared to a profit of approximately HKD 9,100,000 for the year ended December 31, 2019, primarily due to decreased export sales and profit margin declines caused by COVID-19[32]. - The company reported no significant contingent liabilities as of December 31, 2020[48]. Cost Management - Cost control measures were implemented to reduce operating costs during the pandemic, and short-term subsidies were received from the governments of China and Hong Kong to retain local employees[6]. - Selling and distribution expenses decreased by approximately HKD 6,900,000 or 32.4% to approximately HKD 14,400,000 for the year ended December 31, 2020, mainly due to reduced demand for prototypes and samples caused by COVID-19[27]. - Administrative and other operating expenses decreased by approximately HKD 11,300,000 or 17.1% to approximately HKD 54,800,000 for the year ended December 31, 2020, due to cost control measures and the absence of non-recurring listing expenses[28]. - Net financing costs decreased significantly by approximately HKD 1,300,000 or 68.4% to approximately HKD 600,000 for the year ended December 31, 2020, primarily due to the gradual repayment of bank loans[30]. - Income tax expenses decreased from approximately HKD 4,600,000 for the year ended December 31, 2019, to approximately HKD 1,300,000 for the year ended December 31, 2020, mainly due to the group's business losses[31]. Business Development and Strategy - The company intends to conduct due diligence on target companies in the new energy vehicle sector to explore further business opportunities[8]. - The company will continue to focus on its core eyewear business while seeking new opportunities for business and revenue diversification[8]. - The company anticipates a gradual recovery in the eyewear industry, projecting moderate growth over the next five years[18]. - The company plans to diversify its business and revenue sources by exploring new opportunities, such as entering the new energy vehicle sector[18]. - The company established a showroom and design laboratory in Hong Kong in May 2020, along with a new internal design team to enhance customer relationships and exchange information on market preferences[7]. - A strategic cooperation agreement was signed to establish a joint venture in Jiangxi, China, focusing on the new energy vehicle business, with the joint venture partners having extensive experience in the industry[8]. - The joint venture was officially established in March 2021, although the company has not yet injected capital into it[8]. Corporate Governance - The company is committed to maintaining high standards of corporate governance to protect shareholder interests and enhance corporate value[80]. - The board of directors consists of two executive directors, two non-executive directors, and three independent non-executive directors as of December 31, 2020[84]. - The company has adopted the corporate governance code as per the listing rules, ensuring adherence to all applicable provisions[80]. - The independent non-executive directors meet the requirement of having at least three independent members on the board[93]. - The company has established four committees: audit, remuneration, nomination, and risk management, with clear written terms of reference[103]. - The board retains decision-making authority on significant matters, including policies, strategies, budgets, and major transactions[96]. - The company emphasizes the importance of ethical standards and effective leadership within its governance framework[79]. - The board of directors is collectively responsible for guiding and overseeing the company's affairs, ensuring effective internal controls and risk management systems[96]. Shareholder Information - The company has a significant shareholding structure, with major shareholders holding 343,952,000 shares, representing 68.79% of the total shares[167]. - The board did not recommend the payment of a final dividend for the year ended December 31, 2020, while a dividend of HKD 0.02 per share for the previous year was approved, totaling approximately HKD 10 million[143]. - The company has not made any arrangements for shareholders to waive or agree to waive any dividends[144]. - The company has maintained effective communication with shareholders, particularly through annual general meetings and other shareholder meetings[134]. Risk Management - The company confirmed that there are no significant uncertainties regarding its ability to continue as a going concern[118]. - The company has adopted a dividend policy effective March 23, 2020, with the distribution ratio determined by the Board based on various factors[120]. - The company does not have an internal audit function and will engage external personnel to review its risk management and internal control systems annually[116]. - The Risk Management Committee held one meeting during the year to review the risk management system and assess potential sanction-related risks[115]. - The company appointed an independent internal control consultant to review the effectiveness of its internal control systems, covering financial, operational, and compliance matters[116]. Employee Relations - The company emphasized the importance of maintaining good relationships with employees and provided formal and on-the-job training to enhance their skills and knowledge[49]. - As of December 31, 2020, the company had a total employee benefit expenditure of approximately HKD 84.7 million, down from HKD 111 million in 2019, reflecting a decrease of about 23.8%[49]. Leadership and Experience - The company has over 21 years of experience in eyewear product trade, manufacturing, and design, with a focus on overall business development strategy and major business decisions[61]. - The CEO has over 19 years of experience in the same industry, responsible for significant operational decisions and business management oversight[62]. - The company is led by a board that includes members with extensive experience in accounting, corporate finance, and management, totaling over 40 years in the field[68]. - The management team has a strong educational background, with degrees in accounting and business management from reputable institutions[68]. - The company is positioned for future growth, leveraging the extensive experience of its leadership team in the eyewear market[62].

Financial Performance - For the six months ended June 30, 2020, the company recorded revenue of approximately HKD 134,100,000, a significant decrease of 31.8% compared to approximately HKD 196,500,000 for the same period in 2019[25]. - The company's gross profit decreased by approximately HKD 22,300,000 or 48.4%, from approximately HKD 46,100,000 for the six months ended June 30, 2019, to approximately HKD 23,800,000 for the same period in 2020[27]. - The overall gross profit margin declined from approximately 23.5% for the six months ended June 30, 2019, to approximately 17.8% for the same period in 2020, primarily due to production inefficiencies caused by the COVID-19 pandemic[27]. - The company incurred a loss of approximately HKD 8,400,000 for the six months ended June 30, 2020, compared to a profit of approximately HKD 6,200,000 for the same period in 2019, primarily due to decreased demand for eyewear products amid the COVID-19 pandemic[37]. - The net loss for the period was HKD 8,376 thousand, compared to a profit of HKD 6,161 thousand in 2019, representing a significant decline[96]. - Total comprehensive loss for the period amounted to HKD 10,140 thousand, compared to a total comprehensive income of HKD 6,200 thousand in 2019[96]. - Cash generated from operating activities was HKD 2,084 thousand, a decrease of 85.8% from HKD 14,677 thousand in the previous year[105]. - The company reported a basic and diluted loss per share of HKD 1.65, compared to earnings of HKD 1.16 per share in 2019[93]. Cost Management - The sales cost decreased by approximately HKD 40,100,000 or 26.7%, from approximately HKD 150,400,000 for the six months ended June 30, 2019, to approximately HKD 110,300,000 for the same period in 2020[26]. - Sales and distribution expenses decreased by approximately HKD 2,900,000 or 32.2% from approximately HKD 9,000,000 for the six months ended June 30, 2019, to approximately HKD 6,100,000 for the same period in 2020, mainly due to reduced sampling expenses following decreased demand for prototypes and samples due to COVID-19[32]. - Administrative and other operating expenses decreased by approximately HKD 3,100,000 or 10.2% from approximately HKD 30,500,000 for the six months ended June 30, 2019, to approximately HKD 27,400,000 for the same period in 2020[33]. - Net finance costs significantly decreased by approximately HKD 900,000 or 75.0% from approximately HKD 1,200,000 for the six months ended June 30, 2019, to approximately HKD 300,000 for the same period in 2020, mainly due to repayment of bank loans[34]. - Income tax expenses decreased significantly from approximately HKD 3,000,000 for the six months ended June 30, 2019, to approximately HKD 400,000 for the same period in 2020, consistent with the decline in the company's financial performance[35]. Business Strategy and Market Position - The company plans to enhance its market position and increase market share by improving production automation, expanding its customer base in the US and Asia, and strengthening design and development capabilities[19]. - The company intends to develop new businesses in camellia oil and skincare products, although progress has been hindered by global lockdowns and travel restrictions[22]. - As of May 2020, some order amounts from customers have gradually recovered, indicating potential for business recovery in the second half of the year[23]. - The company has established a strong customer base across over 35 countries, primarily serving international eyewear retailers and trade companies[18]. - The company aims to continue leveraging its competitive advantages to focus on business strategies and enhance quality control capabilities[19]. Assets and Liabilities - Total assets as of June 30, 2020, were approximately HKD 269,800,000, down from HKD 310,300,000 as of December 31, 2019[38]. - Cash and cash equivalents, including pledged bank deposits, totaled approximately HKD 69,300,000 as of June 30, 2020, a decrease of approximately HKD 19,400,000 from approximately HKD 88,700,000 as of December 31, 2019[39]. - The company's debt as of June 30, 2020, included bank loans and lease liabilities of approximately HKD 15,300,000 and HKD 6,000,000, respectively[43]. - Current assets decreased to HKD 229,066 thousand from HKD 265,511 thousand as of December 31, 2019, reflecting a decline of 13.7%[98]. - Non-current assets decreased to HKD 40,779 thousand from HKD 44,779 thousand, a decline of 9.0%[98]. Shareholder Information - As of June 30, 2020, key executives and directors collectively held 375 million shares, representing approximately 75% of the company's equity[71]. - The major shareholder, Top Peak, holds 375,000,000 shares, representing approximately 75% of the company's equity[80]. - The company did not recommend the payment of an interim dividend for the six months ended June 30, 2020[86]. - The company has not purchased, sold, or redeemed any of its listed securities during the six months ended June 30, 2020[85]. - The major shareholders include Mrs. Guo (2%), Mr. Guo Junhui (49%), and Mr. Guo Junyu (49%) in Top Peak[81]. Compliance and Governance - The company maintained compliance with the corporate governance code during the reporting period[67]. - The audit committee reviewed the unaudited interim results for the six months ended June 30, 2020, confirming compliance with applicable accounting principles and sufficient disclosure[90]. - The company has no known direct or indirect competition interests that could conflict with its business as of June 30, 2020[87]. - The company did not report any significant changes in accounting policies that would impact the interim financial data for the six months ended June 30, 2020[114]. COVID-19 Impact - The company experienced a temporary shutdown of its mainland China factories in February 2020 due to COVID-19, but resumed production in early March 2020[22]. - The company is closely monitoring the impact of the COVID-19 pandemic on its financial performance and operations, noting that the ongoing situation may significantly affect its results[163]. - The company has delayed the timeline for using the remaining proceeds due to challenges posed by the COVID-19 pandemic, including postponement of exhibitions and delays in construction plans[65]. - The board will continue to assess the impact of COVID-19 on the company's operations and financial performance, with potential revisions to plans as necessary[65].

Financial Performance - For the year ended December 31, 2019, the company's revenue decreased by approximately 1.8% to HKD 413,400,000 compared to the previous year[8]. - Revenue for the year ended December 31, 2019, was HKD 413,395,000, a decrease of 1.7% from HKD 421,094,000 in 2018[14]. - The company's revenue for the year ended December 31, 2019, decreased by approximately HKD 7,700,000 or 1.8% to about HKD 413,400,000, primarily due to delays in delivery schedules caused by social unrest in the second half of 2019[32]. - Gross profit for 2019 was HKD 96,289,000, representing a gross margin of 23.3%[14]. - Gross profit decreased by approximately HKD 400,000 or 0.4% to about HKD 96,300,000, with a slight increase in gross margin from 23.0% to 23.3% due to improved average selling prices of sunglasses[34]. - Annual profit decreased by approximately HKD 21,900,000 or 70.6% to about HKD 9,100,000, attributed to revenue decline, increased non-recurring listing expenses, and higher sampling costs[43]. Impact of COVID-19 - The COVID-19 pandemic significantly impacted operations, with production bases in China temporarily closed in early February 2020, affecting supply chains[9]. - The COVID-19 pandemic has significantly impacted production capacity and supply chains, leading to challenges in business operations[24]. - The company is unable to predict the extent of COVID-19's impact on the eyewear market and its business development in 2020[25]. - The company plans to enhance cost control measures and continue providing quality eyewear products to mitigate potential negative financial impacts from COVID-19[9]. Business Strategy and Expansion - The company is exploring new business opportunities in the camellia oil and skincare industry, with plans to act as a sales agent for products from Huaihua Qinxiang Oil Industry Co., Ltd. in China[12]. - The company aims to diversify its revenue sources to reduce reliance on European markets, which may face uncertainty due to the pandemic[12]. - The existing eyewear manufacturing and sales business will remain the core focus of the company while pursuing new business ventures[13]. - The company aims to expand its customer base and brand presence in the US and Asian markets[21]. - The company is focused on expanding its market presence and enhancing its product offerings through new product development and technology[70]. Management and Governance - The company is led by Mr. Guo Junyu, who has over 18 years of experience in the eyewear product trade, manufacturing, and design[69]. - The company has a strong management team with members holding significant experience in accounting, corporate finance, and management, including Mr. Chen Hanhua and Mr. Li Weiming[73][78]. - The management team emphasizes the importance of strategic planning and risk management in driving the company's growth[74][78]. - The company has established a robust governance structure with various committees, including audit, remuneration, and risk management committees, to oversee its operations[76][79]. - The board consists of two executive directors, two non-executive directors, and three independent non-executive directors as of December 31, 2019[89]. Financial Position - Total assets increased to HKD 310,290,000 in 2019, up from HKD 215,282,000 in 2018[17]. - Total liabilities decreased to HKD 101,981,000 in 2019, down from HKD 117,918,000 in 2018[17]. - The current ratio improved to 2.7 times from 1.5 times at the end of 2018, reflecting better liquidity management[45]. - Cash and cash equivalents increased by approximately HKD 68,100,000 to about HKD 88,700,000, primarily due to net proceeds from share issuance[46]. - As of December 31, 2019, the group's bank borrowings amounted to approximately HKD 15,800,000 and lease liabilities were about HKD 5,700,000[48]. Shareholder Relations - The company expresses gratitude to shareholders, customers, suppliers, and partners for their support during a challenging year[13]. - The company emphasized the importance of effective communication with shareholders to enhance investor relations and understanding of business performance and strategy[139]. - Shareholders' rights are protected through independent resolutions presented at general meetings, with voting results published post-meeting[133]. - Special general meetings can be convened upon written request from shareholders holding at least 10% of the paid-up capital with voting rights[134]. Corporate Governance - The company is committed to maintaining high standards of corporate governance and transparency in its operations[75]. - The independent non-executive directors meet the independence criteria as per the listing rules[98]. - The company has implemented a comprehensive audit plan for the fiscal year 2019[94]. - The audit committee, consisting of three independent non-executive directors, reviewed and monitored the company's financial reporting procedures and internal control systems[111]. - The company has adopted high standards of corporate governance to enhance stakeholder value and ensure compliance with regulatory requirements[84]. Employee and Compensation - The total employee benefit expenses for the years ended December 31, 2019, and 2018 were approximately HKD 111,000,000 and HKD 96,100,000, respectively, reflecting an increase of about 15.5%[57]. - The company has established a compensation committee that reviews the remuneration of directors annually based on their experience and responsibilities[162]. Share Option Scheme - The company has adopted a share option scheme to incentivize directors and eligible employees, with no options granted as of the report date[183]. - The share option plan aims to encourage participants to perform at their best for the group's benefit and to attract and retain contributors[185]. - The maximum number of shares that can be granted under the share option plan is capped at 10% of the issued shares at the time of listing[193].

中期報告 2019 9 KELFRED HOLDINGS LIMITED 恒發光學控股有限公司 (於開曼群島註冊成立的有限公司) 服發代號：1134 恒發光學控股有限公司 • 2019 中期報告 公司資料 2 管理層討論及分析 3 企業管治 11 其他資料 12 簡明綜合損益表 17 簡明綜合損益及其他全面收益表 18 簡明綜合財務狀況表 19 簡明綜合權益變動表 21 簡明綜合現金流量表 22 簡明綜合中期財務資料附註 24 目錄 01 2019 中期報告 • 恒發光學控股有限公司 | --- | --- | |---------------------------------------------------------------------|-------------------------------------------------------------------------------------| | | | | 公司資料 | | | 執行董事 郭君暉先生 郭君宇先生 非執行董事 郭茂群先生 陳燕華女士 | 總部及香港主要營業地點 香港 新界沙田 安平街 6 號 新貿中心 B 座 16 ...