MS GROUP HOLDINGS LIMITED 萬 成 集 團 股 份 有 限 公 司 （ 於開曼群島註冊成立的有限公司） （股份代號：1451） 董事名單及其角色與職能 萬成集團股份有限公司之董事會（「董事會」）成員載列如下： 執行董事 周青先生 （ 主席） 鍾國強先生 （ 行政總裁） 周瑋先生 鍾丞晉先生 老少芬女士 獨立非執行董事 馬清源先生 司徒振中先生 俞漢度先生 董事會設立三個委員會。該等委員會之成員及各董事會成員所擔任的職位載列如下: 審核委員會： 俞漢度先生 （ 主席） 司徒振中先生 馬清源先生 薪酬委員會： 司徒振中先生 （ 主席） 俞漢度先生 馬清源先生 提名委員會： 俞漢度先生 （ 主席） 司徒振中先生 老少芬女士 香港，二零二五年八月二十二日 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性亦不 發表任何聲明，並明確表示，概不就因本公告全部或任何部分內容而產生或因倚賴該等內容而引致的任何損 失承擔任何責任。 MS GROUP HOLDINGS LIMITED 萬 成 集 團 股 份 有 限 公 司 （ 於開曼群島註冊成立之有限公司） （股份代號：1451） 提名委員會組成的變動 萬成集團股份有限公司（「本公司」）董事（「董事」）會（「董事會」）宣佈，自二零二五年八月二 十二日起，董事會提名委員會（「提名委員會」）成員變動如下： (i) 董事會主席及執行董事周青先生（「周先生」）不再擔任提名委員會主席； (ii) 執行董事老少芬女士（「老女士」）已獲委任為提名委員會成員；及 (iii) 獨立非執行董事俞漢度先生（「俞先生」）已獲委任為提名委員會主席。 隨上 述變動後 ，提名 委員會 成員由一 位執行 董事（ 即老 女士 ）及兩位 獨立非 執行董 事（ 即司 徒振中先生及俞先生）組成。 上述變動乃因應香港聯合交易所有限公司《證券上市規則》（「上市規則」）及上市規則附錄C1 所載企業管治守則的修訂而作出，該等修訂 ...

[Key Financial Data and Ratios](index=1&type=section&id=Key%20Financial%20Data%20and%20Ratios) This section provides an overview of Main Success Group's unaudited key financial data and ratios for the six months ended June 30, 2025, showing slight revenue growth but declines in gross profit, operating profit, and profit attributable to equity holders, with no interim dividend declared for the period Key Financial Data and Ratios (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 181,244 | 178,986 | +1.26% | | Gross Profit | 45,383 | 49,467 | -8.26% | | Gross Profit Margin | 25.0% | 27.6% | -2.6 ppts | | Operating Profit | 19,837 | 24,233 | -18.14% | | Profit Attributable to Equity Holders | 15,554 | 18,967 | -18.00% | | Basic Earnings Per Share (HK Cents) | 7.75 | 9.48 | -18.30% | | Interim Dividend Per Share (HK Cents) | — | 3 | -100% | | Interim Special Dividend Per Share (HK Cents) | — | 7 | -100% | [Condensed Consolidated Interim Financial Statements](index=2&type=section&id=Condensed%20Consolidated%20Interim%20Financial%20Statements) This section presents the unaudited condensed consolidated interim financial statements for the six months ended June 30, 2025, including the statements of profit or loss, comprehensive income, financial position, changes in equity, and cash flows, offering a detailed overview of the Group's financial performance and condition during the period [Condensed Consolidated Interim Statement of Profit or Loss](index=2&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2025, the Group's revenue slightly increased, but gross profit, operating profit, and profit for the period all declined, primarily due to increased cost of sales and higher administrative expenses Condensed Consolidated Interim Statement of Profit or Loss Key Data (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 181,244 | 178,986 | +1.26% | | Cost of Sales | (135,861) | (129,519) | +4.90% | | Gross Profit | 45,383 | 49,467 | -8.26% | | Operating Profit | 19,837 | 24,233 | -18.14% | | Profit for the Period | 15,554 | 18,967 | -18.00% | [Condensed Consolidated Interim Statement of Comprehensive Income](index=3&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group's total comprehensive income for the period was HK$19,301 thousand, primarily benefiting from profit for the period and a shift from a loss to a gain in currency translation differences Condensed Consolidated Interim Statement of Comprehensive Income Key Data (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Profit for the Period | 15,554 | 18,967 | -18.00% | | Currency Translation Differences | 3,747 | (2,642) | From loss to profit | | Total Comprehensive Income for the Period | 19,301 | 16,325 | +18.23% | [Condensed Consolidated Interim Statement of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets and total equity both decreased, and net current assets also declined, mainly due to a significant reduction in trade and other receivables, despite an increase in cash and cash equivalents Condensed Consolidated Interim Statement of Financial Position Key Data | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | 256,979 | 288,571 | -11.09% | | Total Equity | 205,986 | 224,503 | -8.25% | | Total Liabilities | 50,993 | 64,068 | -20.41% | | Cash and Cash Equivalents | 138,240 | 114,515 | +20.71% | | Trade and Other Receivables | 49,613 | 90,543 | -45.10% | | Net Current Assets | 171,414 | 188,244 | -8.94% | [Condensed Consolidated Interim Statement of Changes in Equity](index=6&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, the Group's total equity decreased, primarily due to significant dividend payments, despite an increase in profit for the period and share-based payments Condensed Consolidated Interim Statement of Changes in Equity Key Data (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total Equity at Beginning of Period (January 1) | 224,503 | 209,567 | | Profit for the Period | 15,554 | 18,967 | | Currency Translation Differences | 3,747 | (2,642) | | Dividends Paid | (40,440) | (12,000) | | Share-based Payments | 1,126 | 624 | | Total Equity at End of Period (June 30) | 205,986 | 214,516 | [Condensed Consolidated Interim Statement of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, the Group's net cash from operating activities significantly increased, but net cash used in financing activities also rose substantially, resulting in a net increase in cash and cash equivalents Condensed Consolidated Interim Statement of Cash Flows Key Data (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net Cash From Operating Activities | 61,667 | 13,186 | | Net Cash From/(Used In) Investing Activities | 524 | (2,005) | | Net Cash Used In Financing Activities | (41,468) | (14,543) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 20,723 | (3,362) | | Cash and Cash Equivalents at June 30 | 138,240 | 122,906 | [Notes to the Condensed Consolidated Interim Financial Information](index=8&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Information) This section provides detailed notes to the condensed consolidated interim financial statements, covering company information, accounting policies, risk management, segment information, specific components and changes in financial accounts, as well as significant disclosures on related party transactions and share-based payments, offering essential context and details for understanding the financial statements [1 Company Information and Basis of Presentation](index=8&type=section&id=1%20Company%20Information%20and%20Basis%20of%20Presentation) The Company, incorporated in the Cayman Islands, primarily manufactures and sells plastic bottles and cups for infants and toddlers, along with sports water bottles, with financial information presented in HK$ Thousand and controlled by Messrs. Chung Kwok Keung and Chow Ching - The Company was incorporated in the Cayman Islands on March 9, 2017, primarily engaged in the manufacture and sale of plastic bottles and cups for infants and toddlers, and plastic and stainless steel sports water bottles[12](index=12&type=chunk) - The Company's controlling shareholders are Mr. Chung Kwok Keung and Mr. Chow Ching[13](index=13&type=chunk) - The condensed consolidated interim financial information is presented in **HK$ Thousand**[14](index=14&type=chunk) [2 Basis of Preparation and Presentation](index=8&type=section&id=2%20Basis%20of%20Preparation%20and%20Presentation) The condensed consolidated interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and applicable disclosure requirements of the Listing Rules, and should be read in conjunction with the Group's consolidated financial statements for the year ended December 31, 2024 - The financial information is prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and applicable disclosure requirements of the Listing Rules[15](index=15&type=chunk) - It should be read in conjunction with the Group's consolidated financial statements for the year ended December 31, 2024[15](index=15&type=chunk) [3 Accounting Policies](index=8&type=section&id=3%20Accounting%20Policies) The accounting policies used in preparing this interim financial information are consistent with those applied in the consolidated financial statements for the year ended December 31, 2024, and no new or revised standards adopted during this reporting period resulted in changes to accounting policies or retrospective adjustments - The accounting policies and methods of computation used in preparing this unaudited condensed consolidated interim financial information are consistent with those applied in the Group's consolidated financial statements for the year ended December 31, 2024[16](index=16&type=chunk) - The Group has not changed its accounting policies or made retrospective adjustments due to the adoption of certain new or revised standards[16](index=16&type=chunk) [4 Critical Accounting Estimates and Judgements](index=9&type=section&id=4%20Critical%20Accounting%20Estimates%20and%20Judgements) The significant judgments made by management and the sources of estimation uncertainty in preparing this condensed consolidated interim financial information are the same as those applied in the consolidated financial statements for the year ended December 31, 2024 - The significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty are the same as those applied in the consolidated financial statements for the year ended December 31, 2024[17](index=17&type=chunk) [5 Financial Risk Management](index=9&type=section&id=5%20Financial%20Risk%20Management) The Group is exposed to foreign currency risk, credit risk, and liquidity risk, but its risk management policies have not changed since the year ended December 31, 2024, and the carrying amounts of financial assets and liabilities approximate their fair values - The Group's operations expose it to various financial risks: **foreign currency risk, credit risk, and liquidity risk**[18](index=18&type=chunk) - Risk management policies have **not changed** since the year ended December 31, 2024[19](index=19&type=chunk) - The carrying amounts of the Group's financial assets and liabilities approximate their fair values due to their short-term maturity[20](index=20&type=chunk) [6 Segment Information](index=9&type=section&id=6%20Segment%20Information) The Group is divided into two operating segments based on product categories: OEM business (manufacturing and selling infant plastic bottles/cups and sports water bottles, primarily for overseas markets) and own-brand product business (designing, manufacturing, and selling own-brand infant products), with OEM business being the main revenue source showing slight growth in H1 2025, while own-brand product revenue significantly declined - Management has identified two operating segments based on product categories: (i) manufacturing and selling plastic bottles and cups for infants and toddlers, and plastic and stainless steel sports water bottles for OEM business customers; and (ii) designing, manufacturing, and selling own-brand infant products[22](index=22&type=chunk) Segment Revenue Analysis (For the six months ended June 30) | Segment | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | OEM Business Products | 180,915 | 176,649 | +2.41% | | Own-Brand Products | 329 | 2,337 | -85.92% | | **Total Revenue** | **181,244** | **178,986** | **+1.26%** | Segment Gross Profit Analysis (For the six months ended June 30) | Segment | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | OEM Business Products | 45,281 | 48,587 | -6.80% | | Own-Brand Products | 102 | 880 | -88.41% | | **Total Gross Profit** | **45,383** | **49,467** | **-8.26%** | [7 Net Finance Income](index=11&type=section&id=7%20Net%20Finance%20Income) For the six months ended June 30, 2025, the Group's net finance income significantly decreased to HK$0.6 million, primarily due to lower bank interest income Net Finance Income (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Interest on Bills Payable | (333) | (407) | | Interest Expense on Lease Liabilities | (107) | (45) | | Bank Interest Income | 1,023 | 2,277 | | **Net Finance Income** | **583** | **1,825** | [8 Profit Before Tax](index=12&type=section&id=8%20Profit%20Before%20Tax) For the six months ended June 30, 2025, the Group's profit before tax was HK$20,420 thousand, a decrease from HK$24,815 thousand in the same period of 2024, mainly influenced by factors such as cost of inventories, employee benefit expenses, and depreciation Profit Before Tax Key Deductions/(Additions) (For the six months ended June 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Cost of Inventories | 98,300 | 92,372 | | Employee Benefit Expenses | 40,253 | 37,173 | | Depreciation of Property, Plant and Equipment | 3,069 | 2,609 | | Depreciation of Right-of-Use Assets | 2,100 | 2,037 | | Adjustment for Expected Credit Loss on Trade and Other Receivables | (129) | 2,339 | | Government Grants | (83) | (84) | [9 Taxation](index=12&type=section&id=9%20Taxation) For the six months ended June 30, 2025, the Group's tax expense was HK$4,866 thousand, a decrease from HK$5,848 thousand in the same period of 2024, primarily due to reduced provision for PRC enterprise income tax Taxation Expense (For the six months ended June 30) | Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Current Period—Hong Kong | 1,836 | 1,352 | | Current Period—PRC | 3,232 | 3,964 | | Underprovision in Prior Years—PRC | 103 | 82 | | Deferred—Provision for the Period | (305) | 450 | | **Taxation Expense** | **4,866** | **5,848** | - Hong Kong profits tax is provided at a rate of **16.5%**, and PRC enterprise income tax is calculated at the prevailing PRC tax rates[27](index=27&type=chunk) [10 Dividends](index=13&type=section&id=10%20Dividends) The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025, whereas an interim and interim special dividend totaling 10 HK Cents was paid for the same period in 2024; however, the company declared and paid a final dividend and final special dividend totaling 20 HK Cents, amounting to HK$40 million, on March 21, 2025, which was distributed on June 26, 2025 - The Company has not paid or declared any dividends for the six months ended June 30, 2025 (2024: interim and interim special dividends of **10 HK Cents**)[29](index=29&type=chunk) - On March 21, 2025, the Board declared a final dividend of **3 HK Cents** per ordinary share and a final special dividend of **17 HK Cents** per ordinary share, totaling **20 HK Cents** per ordinary share, amounting to **HK$40 million**, which was paid on June 26, 2025[29](index=29&type=chunk) [11 Earnings Per Share — Basic and Diluted](index=13&type=section&id=11%20Earnings%20Per%20Share%20%E2%80%94%20Basic%20and%20Diluted) For the six months ended June 30, 2025, basic earnings per share was 7.75 HK Cents, a decrease from 9.48 HK Cents in the same period of 2024, and diluted earnings per share was equal to basic earnings per share as potential dilutive ordinary shares had an anti-dilutive effect Earnings Per Share (For the six months ended June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Profit Attributable to Owners of the Company (HK$ Thousand) | 15,554 | 18,967 | | Weighted Average Number of Ordinary Shares in Issue (Thousand Shares) | 200,741 | 200,000 | | Basic Earnings Per Share (HK Cents) | 7.75 | 9.48 | - Diluted earnings per share is equal to basic earnings per share as the potential dilutive ordinary shares arising from the exercise of outstanding share options had an anti-dilutive effect[30](index=30&type=chunk) [12 Property, Plant and Equipment](index=14&type=section&id=12%20Property%2C%20Plant%20and%20Equipment) As of June 30, 2025, the Group's net book value of property, plant and equipment was HK$38,130 thousand, a slight decrease from HK$39,718 thousand as of December 31, 2024, primarily due to depreciation expenses Property, Plant and Equipment Net Book Value | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net Book Value | 38,130 | 39,718 | - For the period ended June 30, 2025, depreciation expense was **HK$3,069 thousand**, with additions of **HK$485 thousand**[31](index=31&type=chunk) [13 Trade and Other Receivables](index=15&type=section&id=13%20Trade%20and%20Other%20Receivables) As of June 30, 2025, the Group's total trade and other receivables were HK$49,613 thousand, a significant decrease from HK$90,543 thousand as of December 31, 2024, mainly due to a reduction in trade receivables Trade and Other Receivables | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade Receivables (net of loss allowance) | 46,138 | 75,417 | | Other Receivables | 3,475 | 15,126 | | **Total** | **49,613** | **90,543** | - The average credit period granted for trade receivables ranges from **30 to 90 days**[32](index=32&type=chunk) Ageing Analysis of Trade Receivables (by invoice date) | Ageing | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0 – 30 days | 20,235 | 54,507 | | 31 – 60 days | 24,473 | 19,212 | | 61 – 90 days | 1,296 | 457 | | Over 90 days | 134 | 1,241 | | **Total** | **46,138** | **75,417** | [14 Trade and Other Payables](index=15&type=section&id=14%20Trade%20and%20Other%20Payables) As of June 30, 2025, the Group's total trade and other payables were HK$27,362 thousand, a decrease from HK$34,472 thousand as of December 31, 2024, primarily due to a reduction in accrued expenses and other payables Trade and Other Payables | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade Payables | 4,121 | 9,468 | | Accrued Expenses and Other Payables | 21,158 | 22,682 | | Contract Liabilities | 2,083 | 2,322 | | **Total** | **27,362** | **34,472** | - The credit period for trade payables in the Group's business generally ranges from **30 to 90 days**[36](index=36&type=chunk) [15 Share Capital](index=16&type=section&id=15%20Share%20Capital) As of June 30, 2025, the Group's issued and fully paid share capital was HK$20,220 thousand, an increase from HK$20,000 thousand as of December 31, 2024, mainly due to the issuance of 2,200,000 ordinary shares upon the exercise of share options Share Capital Movement | Indicator | Number of Shares | Amount (HK$ Thousand) | | :--- | :--- | :--- | | Issued and Fully Paid Ordinary Shares at December 31, 2024 | 200,000,000 | 20,000 | | Ordinary Shares Issued Upon Exercise of Share Options | 2,200,000 | 220 | | **Issued and Fully Paid Ordinary Shares at June 30, 2025** | **202,200,000** | **20,220** | - During the period ended June 30, 2025, **2,200,000 shares** of the Company were exercised under the share option scheme, for a total cash consideration of **HK$1,496,000**[36](index=36&type=chunk) [16 Contingent Liabilities](index=16&type=section&id=16%20Contingent%20Liabilities) As of June 30, 2025, and December 31, 2024, the Group had no significant contingent liabilities - As of June 30, 2025, and December 31, 2024, the Group had **no significant contingent liabilities**[37](index=37&type=chunk) [17 Related Party Transactions](index=17&type=section&id=17%20Related%20Party%20Transactions) The Group engaged in various transactions with related parties such as Wah Fook Loi, Kwong Fai, and Peng Hui, including utilities expenses, depreciation of right-of-use assets, and interest expenses on lease liabilities, all conducted under mutually agreed terms - Key related parties include Wah Fook Loi (controlled by Mr. Chow Wai, an executive director), Kwong Fai (jointly controlled by Mr. Chung and his spouse), and Peng Hui (controlled by controlling shareholders)[38](index=38&type=chunk) Summary of Transactions with Related Parties (For the six months ended June 30) | Related Party | Type of Transaction | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | :--- | | Wah Fook Loi | Utilities Expenses | 760 | 599 | | Kwong Fai | Depreciation of Right-of-Use Assets | 263 | 281 | | | Interest Expense on Lease Liabilities | 20 | 3 | | Peng Hui | Management Fee Expenses | 1,034 | 1,044 | | | Depreciation of Right-of-Use Assets | 1,837 | 1,756 | | | Interest Expense on Lease Liabilities | 87 | 42 | - As of June 30, 2025, the Group leased certain properties from Kwong Fai and Peng Hui, with a total carrying amount of right-of-use assets of **HK$3,917 thousand** and total lease liabilities of **HK$4,003 thousand**[39](index=39&type=chunk) [18 Investment in an Associate](index=18&type=section&id=18%20Investment%20in%20an%20Associate) The Group holds a 40% interest in BRH2 Plastics, LLC, which is primarily engaged in plastic product manufacturing, and for the six months ended June 30, 2025, the Group recognized no share of loss, compared to a share of loss of approximately HK$1.2 million in the same period of 2024, mainly due to amortization of intangible assets and operating losses - The Group acquired a **40% interest** in BRH2 Plastics, LLC in 2021 for a total consideration of **HK$23,250,000**[42](index=42&type=chunk) - For the six months ended June 30, 2025, the share of net loss recognized in the condensed consolidated interim statement of profit or loss was **nil** (2024: **HK$1,243 thousand**)[44](index=44&type=chunk) - The Group ceases to recognize its share of further losses when its share of losses of an associate exceeds its investment in the associate[45](index=45&type=chunk) [19 Share-based Payments](index=18&type=section&id=19%20Share-based%20Payments) The Group has adopted a share option scheme and granted share options to directors, senior management, and employees in 2021 and 2024, recognizing an expense of HK$1,126 thousand for share-based payments for the six months ended June 30, 2025 - The Company has adopted a share option scheme, granting **6,000,000 share options** on June 7, 2021, and **10,000,000 share options** on May 27, 2024[46](index=46&type=chunk) - For the period ended June 30, 2025, **HK$1,126 thousand** (2024: **HK$624 thousand**) in share-based payments was recognized in the condensed consolidated interim statement of profit or loss[46](index=46&type=chunk) [20 Approval of Interim Financial Information](index=19&type=section&id=20%20Approval%20of%20Interim%20Financial%20Information) The unaudited condensed consolidated interim financial information for the six months ended June 30, 2025, was approved by the Board of Directors on August 22, 2025 - The unaudited condensed consolidated interim financial information for the six months ended June 30, 2025, was approved by the Board of Directors on **August 22, 2025**[48](index=48&type=chunk) [Management Discussion and Analysis](index=20&type=section&id=Management%20Discussion%20and%20Analysis) This section details the Group's operating results, financial position, risk management, and future outlook for the six months ended June 30, 2025, highlighting macroeconomic challenges, particularly US tariff policies and competition in the Chinese market, which led to decreased profitability, though the OEM business remains the primary revenue source, with management actively pursuing strategies including deepening customer cooperation, expanding global markets, and evaluating production facility expansion [Business Review](index=20&type=section&id=Business%20Review) For the first half of 2025, the Group's total revenue remained stable, but profitability declined, mainly due to US tariffs on Chinese imports, with OEM business revenue slightly increasing but showing a downward trend in Q2, while YouYou MaHou business sales significantly decreased year-on-year amid intense market competition [Revenue](index=21&type=section&id=Revenue) Revenue Overview (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 181,244 | 178,986 | +1.26% | | OEM Business Revenue | 180,915 | 176,649 | +2.41% | | YouYou MaHou Business Revenue | 329 | 2,337 | -85.92% | - OEM business sales performance slightly improved due to increased orders from existing customers, particularly for plastic and stainless steel sports water bottles[52](index=52&type=chunk) - YouYou MaHou business revenue significantly decreased, mainly affected by intense local market competition (especially price wars) and a continuous decline in physical retail store sales performance[53](index=53&type=chunk) [Gross Profit](index=22&type=section&id=Gross%20Profit) Gross Profit and Gross Profit Margin (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total Gross Profit | 45,383 | 49,467 | -8.26% | | Total Gross Profit Margin | 25.0% | 27.6% | -2.6 ppts | | OEM Business Gross Profit Margin | 25.0% | 27.5% | -2.5 ppts | | YouYou MaHou Business Gross Profit Margin | 30.9% | 37.7% | -6.8 ppts | - The decline in gross profit and gross profit margin was primarily due to the impact of tariffs in the first half of 2025, which reduced the Group's product selling prices[54](index=54&type=chunk) [Selling Expenses](index=22&type=section&id=Selling%20Expenses) Selling Expenses (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Selling Expenses | 2,193 | 3,603 | -39.13% | - Selling expenses decreased mainly due to reduced employee benefit expenses, transportation expenses, and marketing and promotion expenses in the first half of 2025 for cost control[55](index=55&type=chunk) [Administrative Expenses](index=22&type=section&id=Administrative%20Expenses) Administrative Expenses (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Administrative Expenses | 24,213 | 22,569 | +7.29% | - Administrative expenses increased primarily due to additional employee termination compensation costs of approximately **HK$2.8 million** incurred in the first half of 2025, mainly resulting from a downward trend in sales orders and manufacturing demand[56](index=56&type=chunk) [Other Income and Gains](index=22&type=section&id=Other%20Income%20and%20Gains) Net Other Income and Gains (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Other Income | 399 | 244 | | Net Other Gains | 461 | 694 | | **Total** | **860** | **938** | - Net other income and gains were similar to the prior year, primarily including exchange gains of approximately **HK$0.5 million** for the six months ended June 30, 2025[57](index=57&type=chunk) [Finance Income](index=23&type=section&id=Finance%20Income) Net Finance Income (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net Finance Income | 583 | 1,825 | - Net finance income decreased primarily due to lower bank interest income, and the Group did not purchase any financial products in the first half of 2025[58](index=58&type=chunk) [Share of Results of an Associate](index=23&type=section&id=Share%20of%20Results%20of%20an%20Associate) Share of Results of an Associate (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Share of Results of an Associate | — | (1,243) | - No share of loss was recognized in the first half of 2025, while the loss in the same period of 2024 was mainly due to amortization of intangible assets of approximately **HK$1.0 million** and the share of loss from BRH2 Plastics, LLC of approximately **HK$0.2 million**[59](index=59&type=chunk) [Net Profit](index=23&type=section&id=Net%20Profit) Net Profit (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Net Profit | 15,554 | 18,967 | -18.00% | - Net profit decreased primarily due to a decline in gross profit and gross profit margin, the latter mainly caused by the impact of tariffs reducing the Group's product selling prices[60](index=60&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=23&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) As of June 30, 2025, the Group's cash and cash equivalents increased, net cash from operating activities was robust, and the gearing ratio was zero, indicating a sound liquidity position Liquidity and Financial Resources Overview | Indicator | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 138,240 | 114,515 | | Bank Facilities | 30,000 | 30,000 | | Gearing Ratio | Zero | Zero | - For the six months ended June 30, 2025, the Group recorded net cash from operating activities of approximately **HK$63.9 million**, primarily driven by profit before tax of approximately **HK$20.4 million**[61](index=61&type=chunk) [Capital Commitments and Capital Expenditure](index=24&type=section&id=Capital%20Commitments%20and%20Capital%20Expenditure) As of June 30, 2025, the Group had no capital commitments, and capital expenditure significantly decreased in the first half of the year, primarily for the acquisition of new machinery and equipment - As of June 30, 2025, the Group had **no capital commitments**[62](index=62&type=chunk) Capital Expenditure (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Capital Expenditure (Gross additions to property, plant and equipment) | 485 | 3,855 | -87.41% | - This capital expenditure was primarily for the acquisition of new machinery and equipment[62](index=62&type=chunk) [Financial Policy](index=24&type=section&id=Financial%20Policy) The Group had ample cash and bank facilities during the reporting period, and management will continue to follow a prudent policy to manage cash balances and maintain robust liquidity to seize future growth opportunities - The Group has **ample cash and bank facilities** to conduct trade in the normal course of business[63](index=63&type=chunk) - Management will continue to follow a prudent policy to manage the Group's cash balances and maintain robust liquidity, ensuring the Group can seize any future growth opportunities[63](index=63&type=chunk) [Exchange Rate Risk](index=24&type=section&id=Exchange%20Rate%20Risk) The Group is exposed to exchange rate risk, particularly from fluctuations in the Renminbi, but did not use derivative instruments to hedge foreign exchange risk for the six months ended June 30, 2025 - The Group's transactions are primarily denominated in US dollars, Renminbi, and Hong Kong dollars, exposing it to exchange rate risk, especially from fluctuations in the Renminbi[64](index=64&type=chunk) Exchange Gains (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Exchange Gains | 500 | 700 | - For the six months ended June 30, 2025, the Group did not use any derivative instruments to hedge its foreign exchange risk[64](index=64&type=chunk) [Pledge of Assets](index=24&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, the Group had not pledged any assets - As of June 30, 2025, the Group had **not pledged any assets**[65](index=65&type=chunk) [Material Acquisitions, Disposals and Investments](index=24&type=section&id=Material%20Acquisitions%2C%20Disposals%20and%20Investments) For the six months ended June 30, 2025, the Group did not undertake any material acquisitions, disposals, or investments, nor did it hold any material investments - For the six months ended June 30, 2025, the Group did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures, or investments[66](index=66&type=chunk) - The Group did not hold any material investments as of June 30, 2025[66](index=66&type=chunk) [Future Plans for Material Investments or Capital Assets](index=24&type=section&id=Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) As of the date of this interim results announcement, the Group has no future plans for material investments or capital assets - For the six months ended June 30, 2025, and up to the date of this interim results announcement, the Group has **no future plans for material investments or capital assets**[67](index=67&type=chunk) [Contingent Liabilities](index=25&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities and was not aware of any pending or potential material legal proceedings - As of June 30, 2025, the Group had **no significant contingent liabilities**, nor was it aware of any pending or potential material legal proceedings involving the Group[68](index=68&type=chunk) [Events After the Reporting Period](index=25&type=section&id=Events%20After%20the%20Reporting%20Period) The Company is not aware of any significant events after June 30, 2025, up to the date of this interim results announcement - The Company is not aware of any significant events after June 30, 2025, up to the date of this interim results announcement[69](index=69&type=chunk) [Employees and Remuneration Policy](index=25&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group's employee headcount decreased, mainly due to reduced demand for production workers resulting from fewer sales orders, with the Group prioritizing employee development and training, determining remuneration and bonuses based on performance, experience, and market conditions, and participating in social insurance and mandatory provident fund schemes Employee Headcount (As of June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Number of Full-time Employees | 563 | 737 | - The decrease in employee headcount was primarily due to reduced demand for production workers (non-administrative staff) in the production process as the number of sales orders received in the second quarter of 2025 decreased[70](index=70&type=chunk) Employee Benefit Expenses (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Employee Benefit Expenses | 40,253 | 37,173 | - The Group has adopted a share option scheme as recognition for employee contributions[71](index=71&type=chunk) [Future Outlook](index=26&type=section&id=Future%20Outlook) The Group anticipates significant challenges for both its OEM and YouYou MaHou businesses in the future, facing a complex macroeconomic environment where US tariff policies adversely affect the OEM business, while intense competition and declining birth rates in the Chinese market continue to pressure the YouYou MaHou business, prompting the Group to actively implement strategies including deepening customer cooperation, expanding global markets, and evaluating production facility expansion - Both the Group's OEM business and YouYou MaHou business are expected to continue facing **significant challenges** in the future, with an increasingly complex macroeconomic environment[72](index=72&type=chunk) - The OEM business faces severe operational pressure, primarily due to **US government tariffs** on products imported from China, leading to reduced customer order intentions[73](index=73&type=chunk) - OEM business strategies include: deepening cooperation with existing customers, engaging with potential global customers to diversify reliance on the US market, exploring ways to enhance product manufacturing capabilities, and evaluating the feasibility of expanding production facilities to other Asian regions[73](index=73&type=chunk) - The YouYou MaHou business faces immense pressure due to: **intense local market competition** (price wars), a shift in customer shopping habits from offline to online, and the historical **declining trend in China's birth rate**[74](index=74&type=chunk) - The performance of the associate, BRH2 Plastics, LLC, continues to be affected by the **industry downturn**[75](index=75&type=chunk) [Standard Code for Securities Transactions by Directors](index=27&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules, and all directors have confirmed compliance with the code during the reporting period - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules[76](index=76&type=chunk) - Following specific enquiries with all Directors, they have all confirmed their compliance with the required standards set out in the Model Code for the six months ended June 30, 2025[76](index=76&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=27&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and the Company held no treasury shares - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[77](index=77&type=chunk) - As of June 30, 2025, the Company did not hold any treasury shares[78](index=78&type=chunk) [Interim Dividends](index=27&type=section&id=Interim%20Dividends) The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025, whereas an interim and interim special dividend totaling 10 HK Cents was paid for the same period in 2024 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (for the six months ended June 30, 2024: interim and interim special dividends of **10 HK Cents**)[79](index=79&type=chunk) [Corporate Governance Code](index=27&type=section&id=Corporate%20Governance%20Code) The Company is committed to maintaining a high level of corporate governance and has adopted and complied with the code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules, with the Board continuously reviewing and monitoring corporate governance practices - The Company has adopted and complied with the code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules[80](index=80&type=chunk) - The Board is committed to continuously reviewing and monitoring the Company's corporate governance practices to maintain a high standard of corporate governance[81](index=81&type=chunk) [Other Information](index=28&type=section&id=Other%20Information) This section covers the review process of financial information, publication channels for the interim results announcement and interim report, and the date of Board approval and Board members' information [Review of Financial Information](index=28&type=section&id=Review%20of%20Financial%20Information) The Company's Audit Committee has discussed and reviewed the unaudited condensed consolidated interim financial information for the six months ended June 30, 2025, with management and recommended it for Board approval, and independent auditor PricewaterhouseCoopers has also completed its review - The Company's Audit Committee has discussed and reviewed the unaudited condensed consolidated interim financial information for the six months ended June 30, 2025, with management and recommended it for Board approval[82](index=82&type=chunk) - Independent auditor PricewaterhouseCoopers has reviewed this financial information in accordance with Hong Kong Standard on Review Engagements 2410 issued by the Hong Kong Institute of Certified Public Accountants[82](index=82&type=chunk) [Publication of Interim Results Announcement and Interim Report](index=28&type=section&id=Publication%20of%20Interim%20Results%20Announcement%20and%20Interim%20Report) This interim results announcement has been published on the websites of The Stock Exchange of Hong Kong Limited and the Company, and the interim report containing all required information will be published in due course - This interim results announcement has been published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.mainsuccess.cn), respectively[83](index=83&type=chunk) - The Company's interim report for the six months ended June 30, 2025, containing all information required by the Listing Rules, will be published on the respective websites of the Stock Exchange and the Company in due course[83](index=83&type=chunk) [Board Approval](index=28&type=section&id=Board%20Approval) This interim results announcement was approved by the Board of Directors on August 22, 2025 - This interim results announcement was approved by the Board of Directors on **August 22, 2025**[84](index=84&type=chunk)

萬 成 集 團 股 份 有 限 公 司 周青 （ 於開曼群島註冊成立之有限公司） 香港，二零二五年八月十二日 （股份代號：1451） 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完整性亦不 發表任何聲明，並明確表示，概不對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的任何損 失承擔任何責任。 MS GROUP HOLDINGS LIMITED 董事會會議召開日期 萬成集團股份有限公司（「本公司」）董事會（「董事會」）謹此宣佈，董事會會議將於二零二五 年八月二十二日（ 星期五 ）舉行，藉以（ 其中包括 ）考慮及批准本公司及其附屬公司截至二零 二五年六月三十日止六個月之中期業績及其發佈，並考慮派發中期股息（ 如有）。 承董事會命 萬成集團股份有限公司 主席 於本公告日期，執行董事為周青先生、鍾國強先生、鍾丞晉先生、周瑋先生及老少芬女士；及獨立非執行董 事為俞漢度先生、司徒振中先生及馬清源先生。 ...

FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 萬成集團股份有限公司（於開曼群島註冊成立之有限公司） 呈交日期: 2025年8月4日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01451 | 說明 | 普通股 | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 3,800,000,000 | HKD | | 0.1 HKD | | 380,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | 0 | | 本月底結存 | | | 3,800,000,000 | HKD | | 0.1 HKD | | 380,000,000 ...

Financial Performance - For the fiscal year ended December 31, 2024, the company's revenue increased to HKD 421.1 million, a growth of approximately 79.5% compared to HKD 234.0 million in the previous year[8]. - The gross profit for the same period was HKD 117.9 million, representing a gross margin of 28%[8]. - The net profit attributable to shareholders rose to HKD 49.4 million, an increase of approximately 203.3% from HKD 16.3 million in the prior year[12]. - The OEM business, primarily focused on the overseas market, particularly the US, was the main contributor to revenue and profit growth, driven by increased sales orders from existing customers[11]. - Revenue from the OEM business reached approximately HKD 417.3 million, up about 88.0% from HKD 221.9 million in the previous year, with the largest customer contributing HKD 323.2 million, a 122.1% increase[19]. - The overall gross profit for the year was approximately HKD 117.9 million, with a gross profit margin of about 28.0%, down from 32.1% in the previous year[21]. - The group recorded a net profit attributable to equity holders of approximately HKD 49.4 million for the year ended December 31, 2024, up from approximately HKD 16.3 million in the previous year, primarily due to increased revenue from the OEM business[27]. Assets and Liabilities - The total assets of the company as of December 31, 2024, were HKD 288.6 million, up from HKD 255.1 million in the previous year[8]. - The total liabilities increased to HKD 64.1 million, compared to HKD 45.6 million in the prior year[8]. - The company's net assets reached HKD 224.5 million, reflecting an increase from HKD 209.6 million year-over-year[8]. Market Challenges - The "Youyou Monkey" business segment, focused on the Chinese market, experienced a significant decline in sales due to intensified local competition and a challenging industry environment[11]. - The overall economic environment remains complex, influenced by global inflation trends and geopolitical tensions, which may impact future performance[10]. - The group faces challenges in the local market due to intense competition and a shift in consumer purchasing habits from offline to online[42]. Strategic Plans - The company plans to continue enhancing communication with major customers to capture production opportunities, particularly for stainless steel water bottles[11]. - The group plans to diversify its customer base and enhance manufacturing capabilities, particularly in stainless steel sports bottles, to mitigate risks associated with market dependence[15]. - The group is focusing on improving online sales through various internet platforms to capitalize on the e-commerce trend in China[15]. - The group is committed to minimizing operating costs and expenses to enhance profitability through automation and streamlining production cycles[15]. - The group plans to enhance its core business by maintaining high-quality products and services, expanding customer connections, and exploring production capacity improvements[41]. Employee and Workforce - The group employed 818 full-time employees as of December 31, 2024, an increase from 626 employees in 2023, driven by increased production demands due to higher sales orders[38]. - Employee benefits expenses for the year ended December 31, 2024, totaled approximately HKD 84.0 million, up from HKD 65.7 million in 2023[38]. - The company emphasizes a fair and non-discriminatory work environment, promoting diversity and equal opportunities for all employees[180]. - Employee turnover rate for 2024 is 28%, with both male and female employees experiencing the same rate[194]. - The company reported 3 work-related injuries in 2024, an increase from 2 in 2023, with a total of 355 lost workdays due to injuries[198]. Corporate Governance - The board consists of five executive directors and three independent non-executive directors, ensuring a balanced composition with diverse knowledge and experience[64]. - The company has adopted the principles of the corporate governance code and complies with its provisions as of December 31, 2024[59]. - The company has a dedicated audit committee, remuneration committee, and nomination committee to ensure proper oversight and governance[58]. - The board actively engages in monitoring the group's operational performance and strategic direction[63]. - The company has established a whistleblowing policy to encourage reporting of unethical behavior, with no significant fraud or misconduct reported for the year ending December 31, 2024[80]. Environmental, Social, and Governance (ESG) Initiatives - The company has identified 21 significant ESG issues categorized into four areas: environment, employment and labor practices, operational practices, and community[136]. - The ESG report covers the period from January 1, 2024, to December 31, 2024, detailing the company's overall performance in environmental and social aspects[116]. - The company emphasizes the importance of stakeholder engagement, continuously assessing their expectations and requirements to align business development accordingly[134]. - The company is committed to high standards of greenhouse gas management and will continue to review practices to minimize environmental impact[151]. - The company aims to maintain or reduce emission density, waste production, and resource consumption levels compared to the previous year[145]. Safety and Compliance - The company has implemented internal safety management policies to reduce workplace accidents and enhance safety monitoring[195]. - All new employees must undergo safety training and pass tests before starting work, ensuring a safe working environment[195]. - The company is committed to maintaining robust safety management and compliance with relevant laws and regulations[200]. - The company adheres to various labor laws and regulations, ensuring compliance in areas such as recruitment, promotion, and employee welfare[175].

Financial Performance - The company's revenue for the year ended December 31, 2024, was HKD 421,091,000, representing a 79.8% increase from HKD 233,990,000 in 2023[3] - Gross profit for the same period was HKD 117,900,000, up 56.7% from HKD 75,125,000 in the previous year[3] - Operating profit increased to HKD 62,136,000, a significant rise of 117.0% compared to HKD 28,589,000 in 2023[3] - Net profit attributable to equity holders of the company was HKD 49,386,000, which is a 203.5% increase from HKD 16,282,000 in the prior year[4] - Basic and diluted earnings per share rose to HKD 24.69, compared to HKD 8.14 in 2023, marking a 203.5% increase[4] - The group reported total revenue of HKD 421,091,000 for the year ended December 31, 2024, a significant increase from HKD 233,990,000 in 2023, representing an increase of approximately 79.7%[15] - The group’s net profit for the year was HKD 49,386,000, compared to HKD 16,282,000 in the previous year, marking an increase of about 203.5%[21] - The group reported a net profit attributable to shareholders of approximately HKD 49.4 million for the fiscal year ending December 31, 2024, a substantial increase of about 203.3% from approximately HKD 16.3 million in 2023[32] Revenue Sources - The revenue from OEM business customers was HKD 417,306,000, a substantial increase of 88.0% from HKD 221,914,000 in 2023[13] - The OEM business generated revenue of approximately HKD 417.3 million, an increase of about 88.0% from HKD 221.9 million in the previous year, with the largest customer contributing approximately HKD 323.2 million, up 122.1%[36] - The revenue from stainless steel sports bottles within the OEM business was approximately HKD 212.4 million, significantly up from about HKD 14.9 million in 2023[36] - The group’s revenue from the United States was HKD 415,490,000 in 2024, significantly up from HKD 220,866,000 in 2023, representing an increase of approximately 88.2%[17] Expenses and Costs - The group’s operating expenses included administrative expenses of HKD 47,233,000 in 2024, compared to HKD 38,298,000 in 2023, an increase of about 23.3%[15] - Administrative expenses increased by approximately 23.3% to HKD 47.2 million in 2024 from HKD 38.3 million in 2023, mainly due to adjustments in expected credit losses and share-based payment expenses[41] - Sales expenses for the year ended December 31, 2024, were approximately HKD 8.4 million, a decrease of about 7.9% from HKD 9.2 million in 2023, attributed to cost control measures[40] - The group’s tax expense for the year was HKD 14,543,000, compared to HKD 7,718,000 in 2023, reflecting an increase of about 88.5%[20] Assets and Equity - Total assets as of December 31, 2024, amounted to HKD 288,571,000, up from HKD 255,142,000 in 2023, reflecting a growth of 13.1%[6] - The company's total equity increased to HKD 224,503,000 from HKD 209,567,000, representing a growth of 7.1%[6] - The group’s trade receivables increased to HKD 76,949,000 in 2024 from HKD 40,888,000 in 2023, representing an increase of approximately 88.2%[24] Dividends - The group plans to pay a total of HKD 60,000,000 in dividends for the year, compared to HKD 12,000,000 in 2023, reflecting a substantial increase of 400%[23] - The board declared an interim dividend of HKD 0.03 and a special interim dividend of HKD 0.07 per share, totaling HKD 0.10 per share, to be paid on October 4, 2024[62] - The board proposed a final dividend of HKD 0.03 and a special final dividend of HKD 0.17 per share, totaling HKD 0.20 per share, subject to shareholder approval, which is an increase from HKD 0.06 per share in 2023, amounting to HKD 40 million compared to HKD 12 million in 2023[62] Employee Information - The company employed 818 full-time employees as of December 31, 2024, an increase from 626 employees in 2023, primarily due to increased production demands from higher sales orders[55] - Employee benefits expenses totaled approximately HKD 84.0 million for the year ended December 31, 2024, compared to approximately HKD 65.7 million in 2023[55] Strategic Initiatives - The group plans to enhance its manufacturing capabilities and diversify its customer base to mitigate risks associated with trade tensions, particularly between the US and China[34] - The group aims to improve online sales through various internet platforms to capitalize on the growing trend of e-commerce in China[34] - The company aims to mitigate market risks by enhancing product quality, strengthening customer relationships, and exploring new customer opportunities globally[58] - The company is evaluating potential acquisition targets globally to enhance growth and achieve production synergies[59] Market Challenges - The company anticipates challenges in the post-pandemic era, including global trade tensions and inflation, which may impact future business performance[57] - The YoY decline in the Youyou Mami business revenue was approximately 68.7%, with revenue recorded at about HKD 3.8 million compared to HKD 12.1 million in the previous year, attributed to intensified local competition and poor industry conditions[37] - The "Youyou Maliao" business relies on the local Chinese market and faces intensified competition and a shift in consumer purchasing habits from offline to online[59] Corporate Governance - The company has maintained good corporate governance practices and has complied with all applicable codes under the corporate governance code as of December 31, 2024[67] - The company has adopted the standards for directors' securities trading as per the listing rules and confirmed compliance for the year ending December 31, 2024[66] Audit and Reporting - The preliminary financial results for the year ending December 31, 2024, have been reviewed by the audit committee and verified by the auditors[68] - The annual results announcement will be published on the stock exchange and the company's website at an appropriate time[69]

MS GROUP HOLDINGS LIMITED 萬 成 集 團 股 份 有 限 公 司 (於開曼群島註冊成立的有限公司) 股份代號 : 1451 中 期 報 告 2024 | --- | --- | |------------------------------------|-------| | 公司資料 | 02 | | 財務摘要 | 03 | | 管理層討論與分析 | 04 | | 獨立核數師對中期財務資料的審閱報告 | 11 | | 簡明綜合中期收益表 | 12 | | 簡明綜合中期全面收益表 | 13 | | 簡明綜合中期財務狀況表 | 14 | | 簡明綜合中期權益變動表 | 16 | | 簡明綜合中期現金流量表 | 17 | | 簡明綜合中期財務資料附註 | 18 | | 其他資料 | 30 | | 釋義 | 38 | 目錄 公司資料 | --- | --- | --- | |----------------------------------------|--------------------------|----------------------------------------| ...

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 178,986,000, compared to HKD 113,163,000 for the same period in 2023, representing a 58% increase[2] - Gross profit increased to HKD 49,467,000, up from HKD 37,047,000, resulting in a gross margin of 27.6%[2] - Profit attributable to equity holders for the period was HKD 18,967,000, compared to HKD 9,063,000 in the previous year, marking a 109% increase[2] - Basic earnings per share rose to HKD 9.48 from HKD 4.53, reflecting a 109% growth[2] - Total comprehensive income for the period was HKD 16,325,000, compared to HKD 4,454,000 in the prior year[4] - Operating profit for the six months was HKD 24,233,000, up from HKD 14,386,000, indicating a 68% increase[2] - The company reported a profit before tax of HKD 24,815,000 for the period, with a net profit of HKD 18,967,000[18] - The pre-tax profit for the six months ended June 30, 2024, was HKD 92,372,000, a significant increase from HKD 43,986,000 in the same period of 2023[21] Dividends - The company declared an interim dividend of HKD 9.48 per share, with no special dividend declared in the previous year[2] - The company proposed an interim special dividend of HKD 0.07 per ordinary share, totaling HKD 6,000,000, which is a new initiative compared to no special dividend in the same period last year[23] - The total proposed interim dividend for 2024 is expected to be paid from retained earnings on October 4, 2024[23] - The company proposed an interim dividend of HKD 0.03 per share and a special interim dividend of HKD 0.07 per share, totaling HKD 0.10 per share, compared to no dividends for the same period last year[66] Assets and Liabilities - The company's total assets as of June 30, 2024, were HKD 276,534,000, compared to HKD 255,142,000 at the end of 2023[6] - Current liabilities increased to HKD 62,018,000 from HKD 45,575,000, reflecting a 36% rise[6] - Trade receivables as of June 30, 2024, amounted to HKD 56,045,000, an increase from HKD 40,888,000 as of December 31, 2023[28] - The company reported a net book value of property, plant, and equipment of HKD 33,373,000 as of June 30, 2024, compared to HKD 32,861,000 at the end of 2023[27] - The group’s total lease liabilities amounted to HKD 8,059,000 as of June 30, 2024[34] - The group’s trade payables as of June 30, 2024, included HKD 10,187,000 in total[31] Cash Flow - The net cash and cash equivalents decreased to HKD 8,467,000 from HKD 126,294,000, indicating a significant reduction in liquidity[5] - Operating cash flow for the six months ended June 30, 2024, was HKD 17,527,000, a decrease from HKD 27,415,000 in the same period of 2023[9] - Net cash from operating activities was negative HKD 4,341,000, compared to positive HKD 26,155,000 in the previous year[9] - Total cash and cash equivalents as of June 30, 2024, were HKD 122,906,000, down from HKD 146,423,000 at the end of June 2023[9] - The group faced a decrease in cash flow from investing activities, with net cash used amounting to HKD 2,005,000 compared to HKD 1,068,000 in the prior period[9] - The total financing cash flow was negative HKD 14,543,000, reflecting ongoing financial obligations[9] Operational Highlights - The company continues to focus on expanding its product offerings in the OEM and proprietary brand segments, aiming for increased market penetration[18] - The group reported a significant increase in revenue from its OEM business in the U.S. market for the six months ending June 30, 2024, driven by increased sales orders from existing customers[39] - Revenue from the Youyou Monkey business experienced a notable decline year-on-year, primarily due to intense industry competition and a decrease in birth rates in China[39] - The OEM business generated revenue of approximately HKD 176.7 million, an increase of about 65.6% from HKD 106.7 million in the same period of 2023, driven by increased orders for stainless steel sports water bottles[42] - The group actively engaged with major customers to explore potential business opportunities, particularly in stainless steel sports bottles[39] - The group anticipates challenges in its OEM business due to potential trade policy changes in the U.S. and geopolitical tensions, particularly with the upcoming U.S. presidential election[61] - The group aims to deepen cooperation with existing customers and explore new customer relationships to diversify revenue sources and reduce reliance on the U.S. market[62] - The group is exploring the possibility of increasing manufacturing capacity for products, including stainless steel sports bottles, to meet existing customer demand and improve product margins[62] - The group’s sales performance significantly improved in the first half of 2024, attributed to its long-term industry presence and efforts in business development[62] Employee and Management - As of June 30, 2024, the group employed 737 full-time employees, an increase from 634 employees as of June 30, 2023, due to higher production demands driven by increased sales orders[60] - Employee benefits expenditure for the first half of 2024 was approximately HKD 37.2 million, compared to HKD 32.8 million in the first half of 2023, reflecting the group's commitment to employee development and training[60] - The company’s management expenses increased to HKD 37,173,000 for the six months ended June 30, 2024, compared to HKD 1,187,000 in the same period of 2023, indicating a strategic investment in operations[21] Governance and Compliance - The company has adopted and complied with the corporate governance code as per the listing rules for the six months ending June 30, 2024[67] - The independent auditor has reviewed the unaudited condensed interim financial information for the six months ending June 30, 2024, in accordance with the relevant standards[68] - The interim results announcement will be published on the Hong Kong Stock Exchange and the company's website at an appropriate time[69] Miscellaneous - The group recognized share-based payment expenses of HKD 624,000 for the six months ending June 30, 2024, compared to HKD 268,000 for the same period in 2023[37] - The group has not made any significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the six months ended June 30, 2024[56] - There are no significant contingent liabilities or pending legal proceedings involving the group as of June 30, 2024[58] - The group has no plans for significant future investments or capital assets as of the mid-term performance announcement date[57]

Financial Performance - Total revenue for the year ended December 31, 2023, decreased by approximately 10.1% to HKD 233.99 million from HKD 260.14 million in 2022[9]. - The gross profit for 2023 was HKD 75.13 million, with a gross margin improvement in the OEM business despite a decline in sales orders[11]. - Net profit attributable to shareholders increased by approximately HKD 2.5 million or 17.9% to HKD 16.28 million in 2023 from HKD 13.80 million in 2022[12]. - The total assets as of December 31, 2023, were HKD 255.14 million, compared to HKD 249.29 million in 2022[9]. - The total liabilities as of December 31, 2023, were HKD 45.58 million, an increase from HKD 41.47 million in 2022[9]. - Financing income increased to HKD 4.05 million in 2023 from HKD 827,000 in 2022, positively impacting net profit[9]. - The group recorded a net profit attributable to equity holders of approximately HKD 16.3 million, an increase from HKD 13.8 million in the previous year, driven by improved gross margins and reduced selling expenses[28]. Sales and Market Performance - The number of third-party retail stores selling the company's products in China decreased from 170 at the end of 2022 to 159 at the end of 2023[12]. - Revenue from the OEM business was approximately HKD 221.9 million, down about 8.0% from HKD 241.1 million in the previous year, with the largest customer contributing HKD 145.5 million, an increase of 12.4%[19]. - The YoY revenue for the Youyoumali business decreased by approximately 36.5%, from HKD 19.0 million to HKD 12.1 million, primarily due to intense local market competition[20]. - The OEM business faced weak sales performance in 2023 due to reduced product demand from clients, attributed to a cautious procurement approach in an uncertain industry environment[45]. Cost Management - Selling expenses decreased by approximately 31.1% to HKD 9.2 million from HKD 13.3 million, attributed to cost control measures[22]. - Administrative expenses were approximately HKD 38.3 million, a decrease of about 6.9% from HKD 41.2 million, consistent with the decline in total revenue[24]. - The company anticipates continued challenges and uncertainties for both OEM and Youyou Monkey businesses due to global economic issues and declining birth rates in China[14]. Employee and Workforce Management - The total employee benefits expenditure for the year ended December 31, 2023, was approximately HKD 65.7 million, down from approximately HKD 73.9 million in 2022[41]. - The group employed 626 full-time employees as of December 31, 2023, a decrease from 666 employees in the previous year, primarily due to reduced production needs[41]. - The employee turnover rate is monitored, and the company encourages open communication to address any issues related to employee satisfaction[194]. - The company emphasizes a fair and non-discriminatory work environment, promoting diversity and equal opportunities for all employees[189]. Corporate Governance - The company adopted the principles of the corporate governance code and complied with its provisions as of December 31, 2023[68]. - The board consists of four executive directors and three independent non-executive directors, ensuring a balanced composition with diverse knowledge and experience[74]. - The company has a mechanism for directors to seek independent professional advice at the company's expense, ensuring compliance with applicable rules and regulations[76]. - The board has established a clear directive for management, requiring approval for key matters such as the publication of annual and interim results, dividend decisions, and significant structural changes[80]. Environmental, Social, and Governance (ESG) Initiatives - The ESG report covers the group's overall performance in environmental and social aspects for the year 2023, from January 1 to December 31[128]. - The company has identified 21 ESG-related issues categorized into four areas: environment, employment and labor practices, operational practices, and community[148]. - Total greenhouse gas emissions decreased by approximately 12% from 5,076 tons CO2 equivalent in 2022 to 4,469 tons CO2 equivalent in 2023[160]. - The company has been awarded the International Sustainability and Carbon Certification (ISCC) for its production facilities, indicating a commitment to sustainable development[170]. Future Outlook and Strategic Plans - The company has set a future revenue guidance of $150 million for the next fiscal year, representing a 20% increase from the current year[54]. - New product launches are expected to contribute an additional $30 million in revenue, with a focus on expanding the "Yoyo Monkey" brand[56]. - The company plans to enhance gender diversity on the board by appointing at least one female director by December 31, 2024, in compliance with listing rules[96]. - The group plans to explore suitable business and investment opportunities globally, including potential acquisitions that could provide production synergies[47].