（股份代號：1631） 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。 REF Holdings Limited （於開曼群島註冊成立的有限公司） REF Holdings Limited 主席 劉文德 香港，二零二五年八月十二日 於 本 公 告 日 期 ， 董 事 會 包 括 執 行 董 事 范 嘉 茵 女 士 ； 非 執 行 董 事 劉 文 德 先 生（ 主 席 ）；及獨立非執行董事李翰文先生、梁志雄先生及黃灌球先生。 董事會會議日期 REF Holdings Limited（「本公司」）董事會（「董事會」）謹此宣佈，本公司謹訂於二零 二五年八月二十二日（ 星期五 ）舉行董事會會議，旨在（ 其中包括 ）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未經審核中期業績公告及考慮建 議派發中期股息（ 如有 ）。 承董事會命 ...

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 | 2025年7月31日 截至月份: | | --- | | 狀態: 新提交 | 致：香港交易及結算所有限公司 公司名稱: REF Holdings Limited 呈交日期: 2025年8月1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) | 01631 | 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 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 ...

Financial Performance - The company's revenue decreased by 14.3% year-on-year to HKD 106.4 million, while the profit attributable to shareholders fell by 51.6% to HKD 5.7 million[8]. - The company recorded revenue of approximately HKD 106,360,000, a decrease of 14.3% year-on-year (previous year: HKD 124,041,000) due to reduced demand for printed documents and a continued decline in IPO activities[14]. - Printing services revenue decreased by 17.6% to approximately HKD 53,510,000 (previous year: HKD 64,911,000), while translation services revenue decreased by 8.9% to approximately HKD 43,583,000 (previous year: HKD 47,854,000)[14]. - The company's gross profit decreased by 11.3% to approximately HKD 56,068,000 (previous year: HKD 63,246,000), with a gross profit margin increasing to 52.7% (previous year: 51.0%) due to strict cost control measures[15]. - The company's net profit for the year was approximately HKD 5,669,000, a decrease of 51.6% year-on-year (previous year: HKD 11,714,000), with a net profit margin decreasing by 4.1 percentage points to 5.3% (previous year: 9.4%)[20]. - Total revenue for the year ended December 31, 2024, was HKD 106,360,000, a decrease of 14.4% compared to HKD 124,041,000 in 2023[186]. - Gross profit for 2024 was HKD 56,068,000, down from HKD 63,246,000 in 2023, reflecting a decline of 11.4%[186]. - The net profit attributable to the company's owners for 2024 was HKD 5,669,000, a significant decrease of 51.6% from HKD 11,714,000 in 2023[186]. Market Conditions - The Hong Kong capital market saw a significant recovery in the latter part of the year, with the Hang Seng Index rising by 18% and total fundraising from IPOs increasing by 89% year-on-year to HKD 87.5 billion[8][12]. - The number of new listings in Hong Kong was 71, slightly down from 73 in the previous year, indicating that several large companies dominated the IPO market[8]. - The company anticipates ongoing challenges in the financial printing business due to the transition to paperless listings, with further reforms expected in January 2025[9][12]. - The company expects an improvement in overall liquidity in the Hong Kong capital market due to the Chinese government's economic stimulus policies[37]. - The company predicts an increase in the number of IPOs and capital market transactions in 2025[37]. Operational Efficiency - The company has implemented strict controls on sales, distribution, and administrative expenses to improve operational efficiency and safeguard profitability[12]. - The company maintained cash and bank balances of approximately HKD 55,298,000 as of December 31, 2024, compared to HKD 54,231,000 in the previous year, indicating stable liquidity[22]. - The total lease liabilities increased to approximately HKD 36,419,000 (previous year: HKD 8,545,000), resulting in a capital-to-debt ratio of 0.46 (previous year: 0.12) due to new lease agreements for office properties[22]. - Capital expenditures for the year were approximately HKD 272,000, an increase from HKD 135,000 in the previous year, with no significant capital commitments as of December 31, 2024[23]. Corporate Governance - The company emphasizes the importance of effective risk management and internal control systems for long-term sustainable development[29]. - The risk management framework includes a three-tier approach to identify, assess, mitigate, and respond to risks, with business units as the first line of defense[30]. - The company has established an audit committee, remuneration committee, and nomination committee, ensuring effective corporate governance and risk management[50]. - The board has been closely monitoring the implementation of corporate governance practices, risk management, and internal control systems to align corporate values with company culture[51]. - The company has adopted the principles and code provisions of the corporate governance code as per the listing rules, ensuring prudent regulation of business activities and decision-making processes[49]. - The board is committed to maintaining good corporate governance to provide a framework for decision-making and to create long-term sustainable growth for shareholders[50]. - The board consists of five directors, including three independent non-executive directors, promoting critical review and monitoring of management processes[71]. - The board has implemented mechanisms to ensure independent viewpoints are considered in decision-making processes[59]. Employee and Social Responsibility - The company has a strong focus on ethical and responsible conduct, promoting a culture of integrity among all directors[50]. - The company has engaged in various employee activities to promote a balanced work-life environment, including Christmas parties and casual dress days[163]. - The group aims to provide a safe and healthy working environment for employees, reflecting its commitment to corporate social responsibility[163]. - The company has established a zero-tolerance policy towards corruption, applicable to all employees and business levels[103]. - The company has implemented a code of conduct and compliance manual applicable to employees and directors[93]. Shareholder Information - The company plans to hold its annual general meeting on April 17, 2024, to discuss key business matters with shareholders[66]. - The company has a mechanism in place for shareholders to request a special general meeting if they hold at least 10% of the paid-up capital[106]. - The company has not declared any interim dividends for the year ending March 6, 2025[130]. - The company declared a final dividend of HKD 0.15 per share for the year 2023, totaling HKD 38,400,000 paid on May 12, 2023[131]. - The company has not made any charitable donations during the year, consistent with the previous year[138]. Financial Position - The company's total equity increased to HKD 79,733,000 in 2024, up from HKD 72,754,000 in 2023, reflecting a growth of 9.1%[187]. - The company’s cash and cash equivalents increased to HKD 55,298,000 in 2024 from HKD 36,220,000 in 2023, a growth of 52.7%[187]. - The group reported a net trade receivables balance of approximately HKD 21,862,000, with an expected credit loss provision of about HKD 2,920,000 for the year[173]. - The expected credit loss provision increased from HKD 2,759,000 in the previous year, indicating a rise in credit risk assessment[173]. - The independent auditor has reviewed the consolidated financial statements and found them to be fairly presented in accordance with Hong Kong Financial Reporting Standards[167].

Financial Performance - Total revenue for the year ending December 31, 2024, is projected to be HKD 106,360,000, a decrease of 14.3% from HKD 124,041,000 in the previous year[3] - Gross profit for the same period is expected to be HKD 56,068,000, down 11.4% from HKD 63,246,000[3] - The net profit attributable to shareholders is forecasted to be HKD 5,669,000, a decline of 51.6% compared to HKD 11,714,000 last year[3] - The profit before tax for the year 2024 was HKD 5,669,000, compared to HKD 11,714,000 in 2023, representing a decrease of approximately 51.5%[18] - The basic earnings per share for 2024 was HKD 2.21, a decline of approximately 51.7% from HKD 4.58 in 2023[20] - The net profit for the year was approximately HKD 5.67 million, a decline of 51.6% from HKD 11.71 million in the previous year, resulting in a net profit margin of 5.3%[35] Revenue Breakdown - The financial printing services segment generated revenue of HKD 53,510 thousand in 2024, down from HKD 64,911 thousand in 2023, indicating a decline of about 17.6%[14] - The translation services segment saw revenue decrease from HKD 47,854 thousand in 2023 to HKD 43,583 thousand in 2024, a drop of approximately 8.4%[14] - The media publishing segment's revenue fell from HKD 11,276 thousand in 2023 to HKD 9,267 thousand in 2024, reflecting a decrease of around 17.8%[14] - The group reported revenue of HKD 106,360 thousand for the year 2024, compared to HKD 124,041 thousand in 2023, representing a decrease of approximately 14.3%[14] Expenses and Costs - The total employee benefits expenses amounted to HKD 47,990,000 in 2024, down from HKD 49,584,000 in 2023, a reduction of about 3.2%[18] - The service cost decreased by 17.3% to approximately HKD 50.29 million, down from HKD 60.80 million in the previous year[29] - Other income and losses of HKD 1,326,000, which is a decrease from HKD 1,817,000 in the previous year[3] - The total tax expense for 2024 was HKD 1,110,000, a decrease from HKD 2,202,000 in 2023, reflecting a reduction of approximately 49.6%[18] - The group reported a decrease in depreciation expenses for machinery and equipment from HKD 3,977,000 in 2023 to HKD 2,622,000 in 2024, a decline of about 34.1%[18] Assets and Liabilities - Total assets as of December 31, 2024, amounted to HKD 102,043,000, while total liabilities were HKD 30,578,000, resulting in a net asset value of HKD 79,733,000[6] - The company reported cash and bank balances of HKD 55,298,000, an increase from HKD 36,220,000 in the previous year[6] - The company's non-current assets, including machinery and equipment, totaled HKD 45,472,000, compared to HKD 17,195,000 in the previous year[6] - Current assets included trade receivables of HKD 21,862,000, slightly down from HKD 22,754,000 year-over-year[6] - The company’s total liabilities decreased from HKD 30,578,000 to HKD 23,455,000, indicating improved financial stability[6] - The company’s lease liabilities were reported at HKD 20,744,000, a significant increase from HKD 893,000 in the previous year[6] Strategic Focus and Future Outlook - The company has indicated a focus on new product development and market expansion strategies to drive future growth[2] - The company plans to enhance its service offerings to improve customer retention and attract new users[2] - Future guidance suggests a continued emphasis on cost management to mitigate the impact of declining revenues[2] - The company is exploring potential mergers and acquisitions to strengthen its market position and expand its operational capabilities[2] - The company is focused on expanding its financial printing services and investment holding business, aiming for growth in the upcoming fiscal year[7] - The company anticipates an improvement in overall liquidity in the Hong Kong capital market due to stimulating economic policies in China, with expectations for an increase in IPOs and capital market transactions in 2025[39] Compliance and Reporting - The group has adopted the revised Hong Kong Financial Reporting Standards for the first time this year, which did not have a significant impact on the financial position or performance[9] - The group anticipates that the newly issued Hong Kong Financial Reporting Standards will not have a major impact on the consolidated financial statements in the foreseeable future[11] - The group has not early adopted any new or revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective[11] - The group’s financial reporting adheres to the applicable disclosure requirements under the Listing Rules and the Hong Kong Companies Ordinance[12] - The group’s financial performance is expected to be influenced by the implementation of new accounting standards in the coming years[13] - The group continues to monitor the impact of market conditions on its revenue streams and is exploring strategies for future growth[14] Shareholder Information - The company declared no final dividend for the year 2024, compared to a dividend of HKD 0.15 per share in 2023, totaling HKD 38,400,000[19] - The company declared a final dividend of HKD 0.15 per share for the year, totaling HKD 38,400,000, which was paid to shareholders on May 12, 2023[46] - As of December 31, 2024, the company had granted 25,600,000 stock options under its stock option plan, with no options exercised in the previous year[38] Miscellaneous - The group operates a single business segment providing financial printing services, with all revenue generated from Hong Kong[15] - No individual customer contributed more than 10% of the total revenue for the group[16] - The financial statements for the year include consolidated financial position, consolidated profit and loss, and other comprehensive income statements[51] - The work conducted by the accounting firm does not constitute an assurance under the Hong Kong accounting standards[51] - The announcement does not provide any guarantees regarding the performance for the year[51]

Financial Performance - The profit attributable to the owners of REF Holdings Limited for the six months ended June 30, 2024, was HKD 5,302,000, a decrease of 47.4% compared to HKD 10,087,000 for the same period in 2023[1]. - The company reported a pre-tax profit of HKD 6,070,000, a decline of 48.9% from HKD 11,861,000 in the prior year[1]. - Revenue for the six months ended June 30, 2024, was HKD 63,221,000, a decrease of 16.3% compared to HKD 75,551,000 for the same period in 2023[20]. - The group's gross profit for the period was approximately HKD 34.4 million, a decrease of 14.3% from HKD 40.1 million in the previous period, with a slight improvement in gross margin to 54.3%[73]. - Net profit attributable to the company's owners was approximately HKD 5.3 million, down 47.4% from HKD 10.1 million in the previous period, resulting in a net profit margin decrease of 5.0 percentage points to 8.4%[77]. Cash Flow and Liquidity - The net cash generated from operating activities for the six months ended June 30, 2024, was HKD 48,000, significantly lower than HKD 11,953,000 in the same period last year[9]. - Cash and cash equivalents at the end of the period were HKD 18,203,000, down from HKD 40,972,000, reflecting a decrease of 55.6%[20]. - The overall cash flow decreased by HKD 17,989,000 compared to an increase of HKD 23,613,000 in the previous year, highlighting a shift in cash management[20]. - The company reported a net cash outflow from investing activities of HKD 11,277,000, contrasting with a net inflow of HKD 60,027,000 in the prior year[20]. - Financing activities resulted in a net cash outflow of HKD 6,760,000, compared to HKD 48,367,000 in the previous year, indicating a significant reduction in financing costs[20]. Assets and Liabilities - Total assets as of June 30, 2024, were HKD 88,934,000, compared to HKD 87,030,000 as of December 31, 2023, indicating a slight increase[4]. - The company’s total equity attributable to owners increased to HKD 78,028,000 as of June 30, 2024, from HKD 72,754,000 at the end of 2023[5]. - Trade receivables increased to HKD 37,052,000 as of June 30, 2024, compared to HKD 22,754,000 in the previous year, reflecting a rise in outstanding payments[4]. - Lease liabilities increased significantly to HKD 42,653,000 from HKD 4,074,000, indicating a substantial rise in leasing commitments[43]. - The group's total assets to liabilities ratio increased to 0.58 as of June 30, 2024, from 0.12 as of December 31, 2023, primarily due to increased lease liabilities[81]. Expenses - The gross profit margin for the period was approximately 54.5%, down from 53.0% in the previous year, with service costs amounting to HKD 28,868,000[1]. - The company’s administrative expenses remained stable at HKD 19,371,000, slightly down from HKD 19,377,000 in the previous year[1]. - Total employee benefit expenses decreased to HKD 25,123,000 from HKD 27,122,000, representing a decline of 7.4%[32]. - The group's service costs decreased by approximately 18.6% to about HKD 28.9 million, compared to HKD 35.5 million in the previous period[73]. Dividends and Shareholder Information - The company declared dividends of HKD 38,400,000 during the period, impacting retained earnings significantly[7]. - The group did not recommend any interim dividend for the period, following a final dividend of HKD 0.15 per share paid in May 2023[85]. - Major shareholders hold 192,000,000 shares, representing 75% of the issued share capital[101]. Business Operations - The company operates a single business segment, providing financial printing services, with all revenue generated from Hong Kong[25]. - The core financial printing business faces challenges due to geopolitical tensions and slowing economic growth[95]. - The company has not disclosed any major new products or technologies in the current report, focusing instead on existing financial printing services[20]. - There were no individual customers contributing more than 10% of total revenue during the reporting period, indicating a diversified customer base[26]. Governance and Compliance - The company has adopted corporate governance principles to ensure prudent regulation of business activities and decision-making processes[104]. - The audit committee reviewed the group's unaudited condensed consolidated performance and confirmed that the financial data and reports were prepared in accordance with applicable accounting standards and regulations[108].

Financial Performance - The total comprehensive income attributable to owners for the six months ended June 30, 2024, was HKD 5,274,000, compared to HKD 10,087,000 for the same period in 2023, representing a decrease of approximately 47.5%[1] - Basic and diluted earnings per share for the period were HKD 2.07, down from HKD 3.94 in the previous year, indicating a decline of about 47.4%[1] - Revenue for the six months ended June 30, 2024, was HKD 63,221,000, a decrease of 16.3% from HKD 75,551,000 in the same period of 2023[1] - Gross profit for the period was HKD 34,353,000, down from HKD 40,082,000, reflecting a decline of approximately 14.2%[1] - The profit attributable to shareholders for the same period decreased by 47.4% to HKD 5.3 million[19] - Total employee benefit expenses amounted to HKD 25,123,000, a decrease of 7.4% from HKD 27,122,000 in the prior period[11] - The financial printing service segment generated revenue of HKD 40,646,000 for financial reports, down from HKD 50,943,000 in the previous year, representing a decline of 20.2%[8] - The total revenue from translation services was HKD 26,035,000, down 12.0% from HKD 29,592,000 in the previous year[8] - Core printing service revenue was approximately HKD 32,273,000, down 19.2% from the previous period (approximately HKD 39,920,000)[20] - Translation service revenue decreased by approximately 12.0% to HKD 26,035,000 from HKD 29,592,000 in the previous period[21] - Gross profit decreased by approximately 14.3% to about HKD 34,353,000, with a slight improvement in gross margin to 54.3% from 53.1% in the previous period[21] Assets and Liabilities - Trade receivables as of June 30, 2024, amounted to HKD 37,052,000, an increase of 62.8% from HKD 22,754,000 as of December 31, 2023[2] - Current assets totaled HKD 88,934,000, slightly up from HKD 87,030,000 at the end of 2023[2] - Non-current assets increased significantly to HKD 54,314,000 from HKD 17,195,000, primarily due to the rise in right-of-use assets[2] - Total liabilities as of June 30, 2024, were HKD 35,690,000, compared to HKD 30,578,000 at the end of 2023, indicating an increase of approximately 16.5%[3] - The company's asset-liability ratio increased to 0.58 as of June 30, 2024, from 0.12 on December 31, 2023, primarily due to increased lease liabilities[23] - Trade payables increased to HKD 4.288 million as of June 30, 2024, from HKD 2.406 million as of December 31, 2023[18] Corporate Governance and Compliance - The company has adopted the corporate governance code as per the listing rules, ensuring proper management of business activities and decision-making processes[30] - The audit committee has reviewed the unaudited condensed consolidated results and confirmed compliance with applicable accounting standards and disclosure requirements[34] - The company has confirmed that all directors have adhered to the standards for securities trading during the reporting period[31] - The company has not reported any significant changes in accounting policies that would materially affect the financial statements[7] - The company has applied revised Hong Kong Financial Reporting Standards effective from January 1, 2024, with no significant impact on the financial position or performance during the period[7] Business Operations and Strategy - The company continues to focus on providing financial printing services and investment holding, with no new product launches or significant market expansions reported during the period[4] - The group operates a single business segment providing financial printing services, with all revenue generated from Hong Kong[9] - The company anticipates continued challenges in its core financial printing business due to geopolitical tensions and economic slowdown, but expects potential improvements in investment sentiment later in the year[29] - The company plans to enhance its core competitiveness in branding, networking, and services while strengthening cost control measures[29] - The company continues to focus on sustainable operations and has implemented various environmental measures[19] Dividends and Shareholder Information - The company did not recommend any interim dividend for the six months ended June 30, 2024[13] - The company does not recommend declaring any interim dividend for the period, with a final dividend of HKD 0.15 per share paid in May 2023 totaling HKD 38,400,000[26] - The mid-term report for 2024 will be sent to shareholders and published on the relevant websites[35] Market Conditions - The Hong Kong capital market's fundraising activities were weak, with total IPO fundraising of HKD 13.1 billion, a decline of 27% compared to the previous period[19] - The number of new listed companies in the current period was 30, down from 39 in the previous period[19] Miscellaneous - There were no individual customers contributing more than 10% of total revenue for the six months ended June 30, 2024[10] - The company has not disclosed any major events or transactions that significantly impacted its financial condition since the last annual report[6] - There were no purchases, redemptions, or sales of the company's listed securities by the company or its subsidiaries during the reporting period[32] - The share option plan allows for the issuance of a total of 25,600,000 shares, representing 10% of the issued shares, but no options have been granted since the plan's adoption[33]

Financial Performance - For the fiscal year ending December 31, 2023, the company reported a profit attributable to shareholders of HKD 11.7 million, an increase of 4.9% year-on-year, while revenue decreased by 4.4% to HKD 124.0 million[5]. - The company recorded revenue of approximately HKD 124,041,000 for the year, a decrease of 4.4% compared to HKD 129,710,000 in 2022[14]. - Revenue from printing services decreased by 20.7% to approximately HKD 64,911,000, while translation services revenue increased by 33.0% to approximately HKD 47,854,000[14]. - Gross profit decreased by 4.5% to approximately HKD 63,246,000, with a stable gross profit margin of 51.0%[16]. - Net profit for the year was approximately HKD 11,714,000, an increase of 4.9% from HKD 11,162,000 in 2022, resulting in a net profit margin of 9.4%[21]. - The company's service costs decreased by 4.2% to approximately HKD 60,795,000, aligning with the revenue decline[16]. - Financial costs decreased by 43.8% to approximately HKD 603,000 due to reduced financial expenses related to leased properties[20]. Market Conditions - The Hang Seng Index fell by 14% in 2023, and the total fundraising amount in Hong Kong dropped to HKD 46.3 billion, a significant decline of 56% year-on-year, marking a 20-year low[11]. - The company faced significant pressure on its core financial printing services due to the downturn in the Hong Kong capital market, which is closely correlated with its performance[11]. - The company anticipates economic growth slowdown and geopolitical uncertainties affecting the global macro outlook, but remains resilient in facing market challenges[38]. Strategic Initiatives - The company aims to enhance its translation services and explore new potential translation business opportunities to mitigate the impact of reduced demand for printed documents[7]. - The company plans to leverage new opportunities arising from the Hong Kong Stock Exchange's introduction of a new listing framework and GEM listing reforms aimed at high-growth enterprises[7]. - The company is focused on diversifying its revenue streams and improving operational efficiency in response to increasing competition in the market for annual reports and compliance documents[11]. - The company plans to tighten cost control measures in response to market conditions and aims to capture opportunities for long-term value and sustainable returns for shareholders[38]. Corporate Governance - The company emphasizes good corporate governance to enhance shareholder value and ensure accountability within its management structure[52]. - The company has adopted the principles and code provisions of the Corporate Governance Code as per the Listing Rules to regulate its business activities and decision-making processes prudently[54]. - The board has established an audit committee, a remuneration committee, and a nomination committee to enhance corporate governance and risk management[55]. - Independent non-executive directors constitute at least one-third of the board, ensuring independence and proper professional qualifications[65]. - The company has implemented mechanisms to ensure independent viewpoints are obtained in board decisions, with annual reviews of their effectiveness[66]. Risk Management - The company emphasizes the importance of good risk management for long-term sustainable development, with a focus on defining risk tolerance to achieve strategic goals[30]. - The risk management framework includes a three-tier approach to identify, assess, mitigate, and respond to risks, with business units responsible for the first line of defense[31]. - The board believes that the risk management and internal control systems are effective and sufficient after annual review[112]. Shareholder Engagement - The company has adopted a stakeholder engagement policy to ensure shareholders receive timely information and can actively participate in company affairs[125]. - The company ensures that shareholders can communicate directly with the board during annual general meetings[125]. - Shareholders can request a special general meeting if they hold at least 10% of the paid-up capital with voting rights[119]. Financial Reporting and Compliance - The independent auditor has confirmed that the consolidated financial statements fairly reflect the group's financial position as of December 31, 2023[189]. - The company has engaged an external professional organization to perform internal audit functions and review the effectiveness of the risk management and internal control systems[112]. - The company has implemented control measures and processes for assessing expected credit loss provisions[198]. Board Composition and Meetings - The board of directors includes both executive and independent non-executive members, with specific terms for re-election at the annual general meeting[163]. - The board held six meetings during the year, with attendance rates of 5/6 for the chairman and 6/6 for other directors[73]. - The Nomination Committee held a meeting on March 1, 2023, to review the board structure, size, and diversity, and to assess the independence of independent non-executive directors[99]. Compensation and Remuneration - The company has established a remuneration committee to review the remuneration policies and structures for directors and senior management, considering operational performance and market standards[158]. - The total remuneration for senior management (excluding directors) includes one individual earning between HKD 1,500,001 and HKD 2,000,000, one earning between HKD 3,000,001 and HKD 3,500,000, and one earning between HKD 3,500,001 and HKD 4,000,000[106]. - The remuneration for Ms. Fan increased from HKD 65,000 to HKD 68,000 per month as of December 31, 2023[167].

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 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。 REF Holdings Limited （於開曼群島註冊成立的有限公司） （股份代號：1631） 截 至 二 零 二 三 年 十 二 月 三 十 一 日 止 年 度 的 年 度 業 績 公 告 年 度 業 績 REF Holdings Limited（「本 公 司」）董 事（「董 事」）會（「董 事 會」）宣 布 本 公 司 及 其 附 屬 公 司（統 稱「本 集 團」）截 至 二 零 二 三 年 十 二 月 三 十 一 日 止 年 度（「本 年 度」） 的 綜 合 年 度 業 績 連 同 截 至 二 零 二 二 年 十 二 月 三 十 一 日 止 年 度 的 經 審 核 比 較 數 字。財 務 資 料 經 由 董 事 ...

[Condensed Consolidated Financial Statements](index=2&type=section&id=Condensed%20Consolidated%20Financial%20Statements) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2023, the Group's revenue increased by 4.9% year-on-year to HKD 75.55 million, with gross profit rising 10.1% to HKD 40.08 million, resulting in profit attributable to owners of the company of HKD 10.09 million, a 2.9% increase, and basic earnings per share of 3.94 HK cents Performance Summary for the Six Months Ended June 30, 2023 | Metric | For the Six Months Ended June 30, 2023 (HKD thousands) | For the Six Months Ended June 30, 2022 (HKD thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 75,551 | 72,053 | +4.9% | | Gross Profit | 40,082 | 36,404 | +10.1% | | Profit Before Tax | 11,861 | 11,421 | +3.9% | | Profit for the Period | 10,087 | 9,801 | +2.9% | | Basic Earnings Per Share (HK cents) | 3.94 | 3.83 | +2.9% | [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2023, the Group's total assets decreased to HKD 119.26 million from HKD 147.80 million at the end of 2022, with total liabilities at HKD 48.15 million and net assets at HKD 71.11 million, a 28.5% decrease from HKD 99.42 million at the beginning of the period, primarily due to dividend distribution Financial Position Summary | Metric | As of June 30, 2023 (HKD thousands) | As of December 31, 2022 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 26,613 | 42,078 | -36.8% | | Current Assets | 92,648 | 105,723 | -12.4% | | **Total Assets** | **119,261** | **147,801** | **-19.3%** | | Current Liabilities | 46,277 | 40,488 | +14.3% | | Non-current Liabilities | 1,874 | 7,890 | -76.2% | | **Total Liabilities** | **48,151** | **48,378** | **-0.5%** | | **Net Assets** | **71,110** | **99,423** | **-28.5%** | [Condensed Consolidated Statement of Changes in Equity](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2023, total shareholders' equity decreased from HKD 99.42 million at the beginning of the period to HKD 71.11 million, primarily due to a HKD 38.40 million dividend distribution, partially offset by HKD 10.09 million in profit for the period - During the period, the total equity attributable to owners of the company significantly decreased due to a dividend payment of **HKD 38.40 million**, despite recording a profit of **HKD 10.09 million**[4](index=4&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2023, the Group generated net cash inflow of HKD 11.95 million from operating activities, a reversal from a net outflow in the prior period, with net cash inflow of HKD 60.03 million from investing activities primarily due to fixed deposit withdrawals, and net cash outflow of HKD 48.37 million from financing activities mainly for dividends and lease liabilities, increasing period-end cash and cash equivalents to HKD 40.97 million Cash Flow Summary | Cash Flow Activities | For the Six Months Ended June 30, 2023 (HKD thousands) | For the Six Months Ended June 30, 2022 (HKD thousands) | | :--- | :--- | :--- | | Net Cash From/(Used in) Operating Activities | 11,953 | (3,689) | | Net Cash From/(Used in) Investing Activities | 60,027 | (14,404) | | Net Cash Used in Financing Activities | (48,367) | (61,521) | | **Net Increase/(Decrease) in Cash and Cash Equivalents** | **23,613** | **(79,614)** | | **Cash and Cash Equivalents at End of Period** | **40,972** | **47,951** | [Notes to the Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) [General Information, Basis of Preparation and Accounting Policies](index=8&type=section&id=Notes%201-3) The Group primarily engages in financial printing services and investment holding, with financial statements presented in HKD, prepared in accordance with HKAS 34, and new/revised HKFRSs applied without significant impact on financial position - The company is an investment holding company, with its subsidiaries primarily engaged in financial printing services in Hong Kong[10](index=10&type=chunk) - This interim report is unaudited but has been reviewed by the company's audit committee[12](index=12&type=chunk) - New and revised Hong Kong Financial Reporting Standards were applied during the period, but they did not have a significant impact on the Group's financial position and performance[16](index=16&type=chunk) [Revenue and Segment Information](index=11&type=section&id=Notes%204-5) All of the Group's revenue is derived from financial printing services, operating under a single segment with all business and assets located in Hong Kong, where translation service revenue significantly grew by 46.1% year-on-year while printing service revenue declined by 12.7%, with no single customer contributing over 10% of total revenue Revenue Breakdown | Service Type | For the Six Months Ended June 30, 2023 (HKD thousands) | For the Six Months Ended June 30, 2022 (HKD thousands) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Printing | 39,920 | 45,719 | -12.7% | | Translation | 29,592 | 20,255 | +46.1% | | Media Publication | 6,039 | 6,079 | -0.7% | | **Total** | **75,551** | **72,053** | **+4.9%** | - The Group operates only one business segment, providing financial printing services, with all revenue and assets originating from Hong Kong[20](index=20&type=chunk) - No single customer contributed more than **10%** of the Group's total revenue during the period[21](index=21&type=chunk) [Key Profit or Loss Items](index=12&type=section&id=Notes%206-9) Net other income for the period was HKD 1.13 million, a year-on-year decrease primarily due to a HKD 1.60 million government grant in the prior period, while finance costs decreased by 43.3% to HKD 0.35 million, and tax expense increased by 9.5% to HKD 1.77 million, consistent with the growth in profit before tax - Net other income and losses decreased from **HKD 1.52 million** in the prior period to **HKD 1.13 million**, mainly due to a **HKD 1.60 million** government grant from the "Employment Support Scheme" received in the prior period, which was not present in the current period[22](index=22&type=chunk) - Finance costs decreased from **HKD 0.61 million** to **HKD 0.35 million**, primarily due to a reduction in interest on lease liabilities[23](index=23&type=chunk) - Tax expense was **HKD 1.77 million**, an increase of **9.5%** from **HKD 1.62 million** in the prior period[25](index=25&type=chunk) [Dividends and Earnings Per Share](index=14&type=section&id=Notes%2010-11) The Board does not recommend an interim dividend for the six months ended June 30, 2023, while a final dividend totaling HKD 38.40 million for the year ended 2022 was paid during the period, and basic earnings per share increased to 3.94 HK cents from 3.83 HK cents in the prior period - The Board does not recommend the declaration of any interim dividend for the six months ended June 30, 2023[27](index=27&type=chunk) - On May 12, 2023, the company paid a final dividend of **15 HK cents** per share for the year ended 2022, totaling **HKD 38.40 million**[27](index=27&type=chunk) - Basic earnings per share increased from **3.83 HK cents** in the prior period to **3.94 HK cents**, with diluted earnings per share being the same as basic earnings per share due to the absence of potentially dilutive ordinary shares[28](index=28&type=chunk) [Details of Assets and Liabilities](index=16&type=section&id=Notes%2012-17) This section details the composition and changes in the Group's major assets and liabilities, noting a significant increase in trade receivables and corresponding rise in expected credit loss provisions, alongside an increase in bank balances and cash due to full withdrawal of fixed deposits, while trade payables remained stable [Trade Receivables](index=16&type=section&id=Note%2013) As of June 30, 2023, net trade receivables significantly increased by **66.9%** to **HKD 42.16 million** from **HKD 25.26 million** at the end of 2022, with expected credit loss provisions rising from **HKD 3.49 million** to **HKD 5.82 million**, and the most notable increase observed in receivables aged 61 to 90 days Changes in Trade Receivables | Item | As of June 30, 2023 (HKD thousands) | As of December 31, 2022 (HKD thousands) | | :--- | :--- | :--- | | Trade Receivables | 47,976 | 28,747 | | Less: Provision for Expected Credit Losses | (5,819) | (3,488) | | **Net** | **42,157** | **25,259** | - Bad debts written off during the period amounted to **HKD 0.45 million**, primarily due to the delisting or liquidation of the relevant debtors by the Stock Exchange[37](index=37&type=chunk) [Cash and Deposits](index=20&type=section&id=Note%2015) As of June 30, 2023, the Group's cash and cash equivalents significantly increased to **HKD 40.97 million** from **HKD 17.36 million** at the end of 2022, with fixed deposits of **HKD 59.00 million** originally maturing beyond three months fully withdrawn during the period Composition of Cash and Deposits | Item | As of June 30, 2023 (HKD thousands) | As of December 31, 2022 (HKD thousands) | | :--- | :--- | :--- | | Bank Balances and Cash | 10,472 | 17,359 | | Fixed deposits with original maturity within three months | 30,500 | – | | **Cash and Cash Equivalents** | **40,972** | **17,359** | | Fixed deposits with original maturity over three months | – | 59,000 | [Share Capital, Financial Instruments and Related Party Transactions](index=22&type=section&id=Notes%2018-20) As of June 30, 2023, the company's issued share capital remained unchanged at **256,000,000** ordinary shares, with financial assets at fair value through profit or loss (primarily actively traded assets) valued at **HKD 1.03 million**, and no other significant related party transactions during the period apart from directors' remuneration - The company's issued share capital is **256,000,000** shares with a par value of **HKD 0.01** per share, and there was no change in the share capital structure during the period[45](index=45&type=chunk) - Financial assets at fair value through profit or loss (Level 1 fair value measurements) had a fair value of **HKD 1.03 million** at period-end, higher than **HKD 0.96 million** at the beginning of the year[50](index=50&type=chunk) - Significant related party transactions during the period consisted of remuneration for key management personnel (i.e., directors), details of which are disclosed in Note 8[52](index=52&type=chunk) [Management Discussion and Analysis](index=26&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=26&type=section&id=Business%20Review) Despite a weak Hong Kong capital market due to global interest rate hikes and geopolitical factors, leading to record low IPO fundraising, the Group successfully offset declining printing service revenue by optimizing its income mix, particularly through robust growth in translation services, coupled with prudent cost control measures, enhancing profitability and achieving a slight increase in profit for the period - Facing a weak Hong Kong IPO market, the Group adjusted its strategy to focus on developing translation services to meet challenges and expand its customer base[55](index=55&type=chunk) Revenue by Service Category | Service Category | For the Six Months Ended June 30, 2023 (HKD thousands) | % of Total Revenue | For the Six Months Ended June 30, 2022 (HKD thousands) | % of Total Revenue | | :--- | :--- | :--- | :--- | :--- | | Printing Services | 39,920 | 52.8% | 45,719 | 63.5% | | Translation Services | 29,592 | 39.2% | 20,255 | 28.1% | | Media Publication Services | 6,039 | 8.0% | 6,079 | 8.4% | | **Total** | **75,551** | **100.0%** | **72,053** | **100.0%** | - Revenue from printing services decreased by **12.7%** year-on-year due to the postponement of existing initial public offering projects[57](index=57&type=chunk) - The Group implemented significant sales and marketing initiatives in translation services, leading to a substantial **46.1%** year-on-year increase in revenue for this segment[58](index=58&type=chunk) [Financial Review](index=28&type=section&id=Financial%20Review) During the period, the Group's overall financial performance showed stable growth, with total revenue increasing by **4.9%**, gross profit by **10.1%**, and gross margin improving to **53.1%**, while effective cost control led to reduced administrative and finance expenses, resulting in a **2.9%** net profit increase to **HKD 10.09 million**, maintaining healthy gearing and current ratios Financial Summary | Metric | For the Six Months Ended June 30, 2023 | For the Six Months Ended June 30, 2022 | Change | | :--- | :--- | :--- | :--- | | Revenue (HKD thousands) | 75,551 | 72,053 | +4.9% | | Gross Profit (HKD thousands) | 40,082 | 36,404 | +10.1% | | Gross Margin | 53.1% | 50.5% | +2.6 percentage points | | Net Profit (HKD thousands) | 10,087 | 9,801 | +2.9% | | Net Profit Margin | 13.4% | 13.6% | -0.2 percentage points | - Administrative expenses decreased by **2.9%** year-on-year, primarily due to reduced costs for personal protective equipment provided to employees and clients[66](index=66&type=chunk) - As of June 30, 2023, the gearing ratio was **0.24**, a decrease from **0.26** at the beginning of the year[72](index=72&type=chunk) [Capital Management and Operations](index=31&type=section&id=Capital%20Management%20and%20Operations) The Board did not recommend an interim dividend for the period, but a final dividend of **HKD 38.40 million** for the previous year was paid, with the company's capital structure remaining stable and no changes in share capital, while the Group had **101** full-time employees at period-end, with reduced staff costs year-on-year, and no significant capital commitments, asset pledges, or contingent liabilities during the period - The Board does not recommend the declaration of any interim dividend for the current period[76](index=76&type=chunk) - As of June 30, 2023, the Group had **101** full-time employees in Hong Kong, a decrease from **109** in the prior period[78](index=78&type=chunk) - There were no significant capital expenditures, major acquisitions or disposals, asset pledges, or contingent liabilities during the period[80](index=80&type=chunk)[82](index=82&type=chunk)[83](index=83&type=chunk)[85](index=85&type=chunk) [Prospects](index=33&type=section&id=Prospects) Looking ahead, management anticipates continued volatility in the Hong Kong capital market due to global economic uncertainties, but favorable policies such as the Stock Exchange's recent listing regime for specialist technology companies may present opportunities, which the Group is committed to seizing promptly as they arise - Management believes that while the effects of economic stimulus policies remain to be seen, new policies from the Stock Exchange, such as the listing regime for specialist technology companies, are expected to boost Hong Kong's IPO market and enhance the city's competitiveness[88](index=88&type=chunk) - The Group will remain vigilant and ready to seize market opportunities as they emerge[88](index=88&type=chunk) [Other Information](index=34&type=section&id=Other%20Information) [Directors' and Shareholders' Interests](index=34&type=section&id=Directors%27%20and%20Shareholders%27%20Interests) This section discloses the shareholdings of directors and major shareholders, noting that as of June 30, 2023, Mr. Lau Man Tak, Chairman and Non-executive Director, is deemed to hold **75%** of the company's shares through his controlled corporation, with Jumbo Ace Enterprises Limited being the direct controlling shareholder beneficially owning **75%** of the shares - Mr. Lau Man Tak, Chairman of the Board, is deemed to have an interest in **192,000,000** shares, representing **75%** of the company's issued share capital[90](index=90&type=chunk) - Major shareholder Jumbo Ace Enterprises Limited beneficially owns **192,000,000** shares, representing **75%** of the total[91](index=91&type=chunk) [Corporate Governance](index=36&type=section&id=Corporate%20Governance) The company has adopted and complied with all applicable code provisions of the Hong Kong Listing Rules' Corporate Governance Code during the reporting period, with the Board committed to maintaining good corporate governance for long-term sustainable shareholder growth, and all directors confirming compliance with the standard code for securities transactions - The Board is satisfied that the company has complied with all applicable code provisions set out in the Corporate Governance Code during the period[93](index=93&type=chunk) - All directors confirmed that they have complied with the standard code for securities transactions by directors throughout the period[94](index=94&type=chunk) [Other Disclosures](index=37&type=section&id=Other%20Disclosures) This section provides other compliance information, stating that neither the company nor its subsidiaries purchased, redeemed, or sold any listed securities during the period, no share options have been granted since the adoption of the share option scheme in 2015, and the Audit Committee has reviewed this interim results report - During the period, neither the company nor any of its subsidiaries purchased, redeemed, or sold any of the company's listed securities[97](index=97&type=chunk) - Since the adoption of the share option scheme in 2015, the company has not granted any share options, and thus there are no outstanding share options[98](index=98&type=chunk) - The Audit Committee has reviewed the Group's unaudited condensed consolidated results and is of the opinion that they have been prepared in compliance with applicable accounting standards and regulations, with adequate disclosures made[100](index=100&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）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。 REF Holdings Limited （於開曼群島註冊成立的有限公司） （股份代號：1631） 截 至 二 零 二 三 年 六 月 三 十 日 止 六 個 月 的 中 期 業 績 公 告 中期業績 REF Holdings Limited（「本公司」）董事會（分別為「董事」及「董事會」）宣布，本 公司及其附屬公司（統稱「本集團」）截至二零二三年六月三十日止六個月 的未經審核簡明綜合業績連同相關比較數字如下： 簡明綜合損益及其他全面收益表 截至二零二三年六月三十日止六個月 截至六月三十日止六個月 二零二三年 二零二二年 千港元 千港元 附註 （未經審核） （未經審核） 收益 4 75,551 72,053 服務成本 (35,469) (35,649) 毛利 40,082 36,404 其他收益及虧損淨額 1,131 1,517 ...