[Chairman's Statement](index=4&type=section&id=Chairman%27s%20Statement) Despite macroeconomic instability, the Group's sales increased to HKD 153.8 million, with losses narrowing to HKD 6 million, driven by strong growth in apparel supply and explosive expansion in institutional catering Financial Performance Summary | Indicator | FY2025 | Change | | :--- | :--- | :--- | | Sales | HKD 153.8 million | Increase | | Annual Loss | HKD 6 million | Decrease | - Apparel supply business revenue recorded a **17.9% growth**, indicating a stable core business[6](index=6&type=chunk) - Institutional catering business, as a new growth driver, saw revenue increase by **489.5%**, with the Group confident in its future development as a true business model transformation[6](index=6&type=chunk) - Future strategy will focus on strengthening customized integrated apparel design and procurement services, optimizing the supplier base, and prudently exploring suitable investment opportunities[7](index=7&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) This chapter reviews the Group's business and financial performance, highlighting revenue growth across all segments, improved gross margin, and a significantly narrowed net loss, while discussing liquidity, capital structure, and future outlook [Business Review](index=5&type=section&id=Business%20Review) The Group's three business segments—traditional apparel sourcing, new retail, and institutional catering—all achieved significant growth this year, with new retail and institutional catering showing particularly strong expansion Business Segment Revenue | Business Segment | FY2025 Revenue (HKD million) | FY2024 Revenue (HKD million) | YoY Growth | | :--- | :--- | :--- | :--- | | Traditional Segment | 97.2 | 91.8 | +5.9% | | New Retail Segment | 45.4 | 29.2 | +55.5% | | Institutional Catering Segment | 11.2 | 1.9 | +489.5% | - Growth in traditional business primarily stemmed from increased orders from a major UK client and a new US client[10](index=10&type=chunk) - New retail business growth was driven by optimized influencer collaboration series and more precise product offerings to clients[10](index=10&type=chunk) [Financial Review](index=5&type=section&id=Financial%20Review) The Group's financial performance significantly improved this fiscal year, with total revenue growing 25.1% to HKD 153.8 million, gross profit increasing 65.6%, and annual loss narrowing substantially to HKD 6 million Key Financial Indicators | Financial Indicator | FY2025 (HKD million) | FY2024 (HKD million) | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | 153.8 | 122.9 | +25.1% | | Gross Profit | 30.3 | 18.3 | +65.6% | | Gross Profit Margin | 19.7% | 14.9% | +4.8pp | | Loss for the Year | (6.0) | (17.1) | -64.9% | | Basic Loss Per Share (HKD) | (0.189) | (0.536) | -64.7% | - Gross profit margin improvement primarily resulted from continuous optimization of client and supplier portfolios[17](index=17&type=chunk) - Administrative expenses decreased by **2.9%** year-on-year, mainly due to optimized back-office teams and reduced rental expenses, reflecting effective cost control measures[20](index=20&type=chunk) - Selling and distribution expenses increased by **11.0%** year-on-year, primarily due to higher staff costs to support enhanced apparel design, procurement, and institutional catering services[21](index=21&type=chunk) [Liquidity and Financial Resources](index=8&type=section&id=Liquidity%20and%20Financial%20Resources) The Group maintained a sound financial position at year-end with net current assets of HKD 63.6 million and cash of HKD 30.4 million, despite a decrease in liquidity ratio and an increase in gearing ratio Liquidity and Financial Resources Summary | Indicator | April 30, 2025 | April 30, 2024 | | :--- | :--- | :--- | | Net Current Assets | HKD 63.6 million | HKD 64.3 million | | Bank Balances and Cash | HKD 30.4 million | HKD 32.4 million | | Current Ratio | 2.9 | 5.8 | | Gearing Ratio | 0.1684 | 0.0716 | [Capital Structure, Significant Investments and Commitments](index=8&type=section&id=Capital%20Structure%2C%20Significant%20Investments%20and%20Commitments) The Group's capital structure remained stable this fiscal year with issued share capital of HKD 0.32 million, reporting no significant investments, acquisitions, disposals, capital commitments, or contingent liabilities - As of April 30, 2025, the company's issued share capital was **HKD 320,000**, divided into **32,000,000 shares**[29](index=29&type=chunk) - During the year, the Group had no significant investments, major acquisitions or disposals, capital commitments, or contingent liabilities[30](index=30&type=chunk)[31](index=31&type=chunk)[28](index=28&type=chunk)[33](index=33&type=chunk) [Employees and Remuneration Policy](index=9&type=section&id=Employees%20and%20Remuneration%20Policy) At fiscal year-end, the Group employed 49 staff, an increase of 3, with total employee benefit expenses of approximately HKD 14.3 million, and remuneration policy based on market conditions and individual performance Employee and Remuneration Data | Indicator | FY2025 | FY2024 | | :--- | :--- | :--- | | Total Employees | 49 people | 46 people | | Total Employee Benefit Expenses | HKD 14.3 million | HKD 11.2 million | [Future Outlook](index=10&type=section&id=Future%20Outlook) The Group plans to deepen customized apparel design and procurement services while expanding institutional catering to achieve sustainable growth, with the Board prudently seeking investment opportunities - The Group will continue to strengthen customized integrated apparel design and procurement services and explore new business opportunities with clients[41](index=41&type=chunk) - The Group plans to gradually expand the scale of its institutional catering business, aiming for sustainable profitable growth[42](index=42&type=chunk) - The Board will continue to prudently explore suitable investment opportunities from time to time to enhance the interests of the company and its shareholders[42](index=42&type=chunk) [Key Risks and Uncertainties](index=11&type=section&id=Key%20Risks%20and%20Uncertainties) Key risks include reliance on major clients without long-term contracts, intense market competition, client credit risk, raw material price fluctuations, and the inability to offset sales losses from UK client order reductions - **Reliance on Major Clients**: The Group relies on certain major clients without long-term contracts, leading to revenue uncertainty[43](index=43&type=chunk) - **Market and Operational Risks**: These include the ability to adapt to changes in end-customer preferences, risk of reduced orders from the UK market, intense market competition, client credit risk, and raw material price fluctuations[43](index=43&type=chunk) - **Supplier Compliance Risk**: Some clients are sensitive to social responsibility standards, and non-compliance by suppliers could impact the Group's reputation and client relationships[43](index=43&type=chunk) [Biographies of Directors and Senior Management](index=11&type=section&id=Biographies%20of%20Directors%20and%20Senior%20Management) This section details the backgrounds of the company's executive directors, independent non-executive directors, and senior management, covering their positions, responsibilities, industry experience, and academic qualifications Directors and Senior Management Profiles | Name | Position | Key Responsibilities/Background | | :--- | :--- | :--- | | Mr. Choi King Ting | Executive Director, Chairman and CEO | Responsible for overall Group management, operations, and strategy, with over twenty years of industry experience | | Mr. Choi Ching Sing | Executive Director, Head of Design and Development Team | Responsible for overall Group management and apparel product design and development, with over sixteen years of industry experience | | Ms. Li Lai Mei | Executive Director, Administration and Human Resources Manager | Responsible for Group administration and human resources management, with over twenty years of bookkeeping and administrative experience | | Mr. Lai Kwok Hung | Independent Non-executive Director | Chairman of the Audit and Risk Management Committee, experienced in corporate governance and financial advisory | | Mr. Yeung Chuen Chau | Independent Non-executive Director | Chairman of the Remuneration Committee, with over eighteen years of experience in the garment industry | | Mr. Cüneyt Bülent Bilâloğlu | Independent Non-executive Director | Member of the Audit, Remuneration, and Nomination Committees, with approximately sixteen years of experience in the legal profession | | Ms. Lau Wai Ching | Accounting Manager | Responsible for Group financial management, with approximately thirty years of accounting experience | | Mr. Yu Yuk Ming | Quality Assurance Manager | Responsible for overall quality control procedures, with approximately thirty-six years of experience in the garment industry | | Mr. Chu Pui Ki | Company Secretary | Responsible for overseeing company secretarial matters, a member of the Hong Kong Institute of Certified Public Accountants | [Corporate Governance Report](index=14&type=section&id=Corporate%20Governance%20Report) This report outlines the company's corporate governance structure and practices, confirming compliance with most code provisions, detailing the Board's composition, committee operations, risk management, and shareholder communication [Corporate Governance Practices](index=15&type=section&id=Corporate%20Governance%20Practices) The company adheres to the HKEX Corporate Governance Code, with the only deviation being the combined Chairman and CEO roles, which the Board believes ensures effective management and balanced power - The company complies with all provisions of the Corporate Governance Code, with the only deviation being Code Provision C.2.1, where the roles of Chairman and Chief Executive Officer are combined and held by Mr. Choi King Ting[56](index=56&type=chunk) - The Board believes that combining the roles of Chairman and Chief Executive Officer allows for efficient management and business development, with the Board, including three independent non-executive directors, ensuring a balance of power[56](index=56&type=chunk) [Board and Committees](index=15&type=section&id=Board%20and%20Committees) The Board comprises three executive and three independent non-executive directors, supported by three specialized committees—Audit and Risk Management, Remuneration, and Nomination—all maintaining excellent attendance records Board Committee Responsibilities | Committee Name | Chairman | Key Responsibilities | | :--- | :--- | :--- | | Audit and Risk Management Committee | Mr. Lai Kwok Hung | Oversees relationship with external auditors, reviews financial information, and monitors risk management and internal control systems | | Remuneration Committee | Mr. Yeung Chuen Chau | Advises the Board on remuneration policies and structures for directors and senior management | | Nomination Committee | Mr. Choi King Ting | Reviews Board structure, size, and composition, assesses independence of independent non-executive directors, and recommends director appointments | - The Board has adopted a "Board Diversity Policy," currently includes one female director, and will continue to seek opportunities to increase the proportion of female members[68](index=68&type=chunk)[69](index=69&type=chunk) - During the reporting year, all directors maintained a **100% attendance rate** at Board meetings, general meetings, and relevant committee meetings (where applicable)[88](index=88&type=chunk) [Risk Management and Internal Control](index=25&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board annually reviews the Group's risk management and internal control systems, engaging external independent professionals for internal control review and adopting a "three lines of defense" governance framework based on COSO - The Board annually reviews the effectiveness of the risk management and internal control systems, covering financial, operational, and compliance controls[95](index=95&type=chunk) - The Group does not have an internal audit department but has appointed external independent professional APEC RISK MANAGEMENT LIMITED (ARML) to assist in identifying and assessing risks and independently reviewing internal control systems[95](index=95&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk) - The Group has established a "three lines of defense" corporate governance framework for risk monitoring: (i) operational management monitoring, (ii) financial team risk management monitoring, and (iii) outsourced independent internal audit[101](index=101&type=chunk) [Communication with Shareholders and Investors](index=28&type=section&id=Communication%20with%20Shareholders%20and%20Investors) The company prioritizes effective shareholder communication via its website, hotline, and email, encouraging general meeting attendance, and outlining procedures for shareholders to convene extraordinary general meetings and propose resolutions - The company communicates with shareholders and investors through various channels, including its website (www.jcfash.com), telephone hotline, and email address[111](index=111&type=chunk) - Pursuant to Article 64 of the Articles of Association, shareholders holding not less than **10%** of the paid-up share capital have the right to request an extraordinary general meeting[112](index=112&type=chunk) [Environmental, Social and Governance (ESG) Report](index=30&type=section&id=Environmental%2C%20Social%20and%20Governance%20%28ESG%29%20Report) This ESG report details the Group's environmental, social, and governance policies, measures, and performance, covering emissions, resource use, climate strategies, employee welfare, and supply chain management, demonstrating commitment to sustainable development [Environmental](index=36&type=section&id=Environmental) The Group is committed to reducing its environmental impact, with total greenhouse gas emissions of 220.155 tonnes of CO2e, re-integrating 36.4 tonnes of fabric waste, and adopting the TCFD framework for climate-related disclosures Greenhouse Gas Emissions | Greenhouse Gas Emissions (tonnes of CO2e) | FY2025 | | :--- | :--- | | Scope 1 (Direct Emissions) | 0.310 | | Scope 2 (Indirect Emissions - Energy) | 142.925 | | Scope 3 (Indirect Emissions - Value Chain) | 76.920 | | **Total Emissions** | **220.155** | - The Group utilizes the innovative blockchain platform TT Green for greenhouse gas inventory management and carbon emission calculation to ensure data accuracy and completeness[140](index=140&type=chunk) - In fabric waste management, **36.4 tonnes** of non-hazardous fabric waste were re-integrated into the production process during the reporting period, demonstrating circular economy practices[155](index=155&type=chunk) - The report incorporates recommendations from the Task Force on Climate-related Financial Disclosures (TCFD) for the first time, comprehensively outlining climate-related risks and opportunities, governance structure, strategies, and scenario analysis[178](index=178&type=chunk)[199](index=199&type=chunk) [Social](index=70&type=section&id=Social) The Group focuses on employee welfare, supply chain ethics, and product safety, reporting 49 employees, 100% training coverage, zero fatalities, zero lost workdays, zero product recalls, zero customer complaints, and zero corruption cases, while rigorously managing 13 key suppliers - In employment, the Group has **49 employees**, with **69% female**; the highest turnover rate was in Hong Kong (**20%**) and among the **20-29 age group (27%)**[255](index=255&type=chunk)[257](index=257&type=chunk)[258](index=258&type=chunk) - In health and safety, the reporting period saw **zero work-related fatalities** and **zero lost workdays due to work-related injuries**[265](index=265&type=chunk)[268](index=268&type=chunk) - In development and training, **100% of employees** received training, with middle management having the highest average training hours (**3.75 hours**)[278](index=278&type=chunk)[280](index=280&type=chunk) - In product responsibility, there were **zero product recalls** due to safety and health reasons and **zero related complaints** during the reporting period[305](index=305&type=chunk)[306](index=306&type=chunk) - In anti-corruption, there were **no concluded corruption-related cases** during the reporting period, and anti-corruption training was provided to all directors and employees[312](index=312&type=chunk)[314](index=314&type=chunk) - In supply chain management, the Group conducts rigorous environmental and social risk assessments for suppliers located in Hong Kong (**8 suppliers**) and Mainland China (**5 suppliers**)[289](index=289&type=chunk)[290](index=290&type=chunk) [Directors' Report](index=91&type=section&id=Directors%27%20Report) This report outlines the Board's work for the fiscal year, covering principal business, performance, and share capital, confirming no final dividend recommendation, disclosing major client and supplier concentrations, and affirming compliance with non-competition undertakings and public float requirements - The Board does not recommend the payment of a final dividend for the current year[324](index=324&type=chunk) Customer and Supplier Concentration | Concentration Analysis | Percentage of Total | | :--- | :--- | | Sales to Largest Customer | 29.3% | | Sales to Top Five Customers | 82.2% | | Purchases from Largest Supplier | 34.0% | | Purchases from Top Five Suppliers | 85.6% | - Chairman Mr. Choi King Ting, through his wholly-owned JC Fashion International Group Limited, collectively holds a **74.91% equity interest** in the company[349](index=349&type=chunk)[351](index=351&type=chunk) - During the reporting period and up to the date of this report, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[358](index=358&type=chunk) - The company confirms that it maintained a public float of at least **25%** during the current year and up to the date of this report, in compliance with Listing Rules requirements[364](index=364&type=chunk) [Independent Auditor's Report](index=99&type=section&id=Independent%20Auditor%27s%20Report) This report by Debo CPA Limited provides an unmodified opinion on the consolidated financial statements, affirming they present a true and fair view, and highlights key audit matters including revenue recognition, trade receivables impairment, and asset impairment - The auditor issued an **unmodified opinion** on the Group's consolidated financial statements (true and fair view)[370](index=370&type=chunk) - Key audit matters include: - **Revenue Recognition for Apparel Products Supply**: Due to its significant contribution to total revenue and management's judgment on recognition timing - **Impairment Assessment of Trade Receivables**: Due to its significance to the consolidated financial position and subjective judgment and estimation of expected credit losses - **Impairment of Property, Plant and Equipment, Intangible Assets and Right-of-Use Assets**: Due to its significance to the consolidated financial statements and high level of management judgment in determining recoverable amounts[372](index=372&type=chunk)[373](index=373&type=chunk)[375](index=375&type=chunk)[377](index=377&type=chunk) [Consolidated Financial Statements](index=107&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's audited consolidated financial statements for the year ended April 30, 2025, including key statements and notes, showing annual revenue of HKD 153.8 million, a loss of HKD 6.041 million, total assets of HKD 116.5 million, and net assets of HKD 83.11 million [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=107&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This fiscal year, the Group recorded revenue of HKD 153.8 million, a 25.1% increase, and gross profit of HKD 30.35 million, up 65.6%, leading to a significant reduction in loss for the year to HKD 6.04 million Consolidated Statement of Profit or Loss and Other Comprehensive Income | Item (HKD thousand) | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 153,766 | 122,905 | | Gross Profit | 30,347 | 18,319 | | Loss Before Tax | (6,255) | (17,359) | | Loss for the Year | (6,041) | (17,147) | | Total Comprehensive Expense for the Year | (6,234) | (17,631) | | Basic Loss Per Share (HKD) | (0.189) | (0.536) | [Consolidated Statement of Financial Position](index=108&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of April 30, 2025, the Group's total assets increased to HKD 116.5 million, total liabilities rose to HKD 33.38 million due to new borrowings, and total equity decreased to HKD 83.11 million Consolidated Statement of Financial Position | Item (HKD thousand) | April 30, 2025 | April 30, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Non-current Assets | 20,032 | 26,662 | | Current Assets | 96,460 | 77,635 | | **Total Assets** | **116,492** | **104,297** | | **Liabilities and Equity** | | | | Current Liabilities | 32,872 | 13,349 | | Non-current Liabilities | 510 | 1,604 | | **Total Liabilities** | **33,382** | **14,953** | | **Total Equity** | **83,110** | **89,344** | [Consolidated Statement of Cash Flows](index=111&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) This fiscal year, the Group experienced a net cash outflow from operating activities of HKD 12.74 million, net cash inflow from investing activities of HKD 3.82 million, and net cash inflow from financing activities of HKD 7.12 million, resulting in a year-end cash balance of HKD 30.44 million Consolidated Statement of Cash Flows | Item (HKD thousand) | FY2025 | FY2024 | | :--- | :--- | :--- | | Net Cash from Operating Activities | (12,738) | 1,479 | | Net Cash from Investing Activities | 3,820 | 237 | | Net Cash from Financing Activities | 7,117 | (3,008) | | Net Decrease in Cash and Cash Equivalents | (1,801) | (1,292) | | Cash and Cash Equivalents at Year-End | 30,439 | 32,430 | [Financial Summary](index=175&type=section&id=Financial%20Summary) This summary provides key performance and financial position data for the Group over the past five fiscal years, showing fluctuating revenue, three consecutive years of pre-tax losses, and a declining net asset value Five-Year Financial Summary | Item (HKD thousand) | 2025 | 2024 | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 153,766 | 122,905 | 149,362 | 168,888 | 120,932 | | (Loss) Profit Before Tax | (6,255) | (17,359) | (16,517) | 1,230 | 1,051 | | Net Assets | 83,110 | 89,344 | 106,975 | 126,194 | 125,960 |

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。 SG Group Holdings Limited 樺欣控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1657） 1 樺欣控股有限公司 截至二零二五年四月三十日止年度的全年業績公告 樺欣控股有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然宣佈本公司及其附屬公 司截至二零二五年四月三十日止年度之綜合業績。本公告列載本公司截至二零二五年 四月三十日止年度的二零二五年年報全文，乃符合香港聯合交易所有限公司（「聯交所」） 證券上市規則（「上市規則」）中有關全年業績初步公告附載的資料之相關要求。 承董事會命 樺欣控股有限公司 主席、行政總裁兼執行董事 蔡敬庭 香港，二零二五年七月二十九日 於本公告日期，執行董事為蔡敬庭先生、蔡清丞先生及李麗美女士；而獨立非執行董事 為黎國鴻先生、楊存洲先生及 Cüneyt Bülent Bilâloˇglu 先生。 目錄 | 公司資料 | 2 | | --- ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不會就因本公告全部或任 何部分內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 SG Group Holdings Limited 樺欣控股有限公司 ( 於開曼群島註冊成立的有限公司 ) (股份代號: 1657) 根據現有的資料，估計虧損減少主要是由於(i)來自其有關供應服裝產品及為私營 機構提供機構膳食業務的收入增加；(ii) 來自供應服裝產品予總部位於英國的主 要客戶的銷售訂單數量與收入增加；及(iii) 按公平值計入損益的財務資產的已變 現及未變現淨額錄得減少。 由於本公司仍在落實本集團截至二零二五年四月三十日止年度之綜合業績，本公佈 所載資料僅基於董事會參考本集團之未經審核管理賬目及現時可得資料後作出之初 步評估，未經本公司核數師審核亦未經本公司審核及風險管理委員會審閱，並可能 需作更改及調整。本集團之實際中期業績可能有別於本公佈所披露。股東及潛在投 資者務必於本集團截至二零二五年四月三十日止年度之業績公佈刊發時細閱該公佈。 警告：股東及潛在投資者於買賣本公司股份時務請審慎 ...

樺欣控股有限公司（「本公司」）之董事會（「董事會」）謹此宣佈，本公司將於二零二 五年七月二十九日(星期二)舉行董事會會議，藉以（其中包括）考慮及批准刊發本公司及 其附屬公司截至二零二五年四月三十日止年度之經審核綜合業績及考慮建議派付未期股息 （如有）。 承董事會命 樺欣控股有限公司 主席、執行董事兼行政總裁 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示概不會就因本公告全部或任何部分內容而產生或 因依賴該等內容而引致之任何損失承擔任何責任。 SG Group Holdings Limited 樺欣控股有限公司 (於開曼群島註冊成立的有限公司) (股份代號: 1657) 董事會會議日期 於本公告日期，執行董事為蔡敬庭先生、蔡清丞先生及李麗美女士；而獨立非執行董事為黎國 鴻先生、楊存洲先生及 Cüneyt Bülent Bilâloğlu 先生。 蔡敬庭 香港，二零二五年七月十七日 ...

樺欣控股有限公司 董事名單及其角色和職能 樺 欣 控 股 有 限 公 司 董 事（「董 事」）會（「董事會」）成 員 如 下： 執行董事 SG Group Holdings Limited （於開曼群島註冊成立的有限公司） （股份代號：1657） 黎國鴻 楊存洲 Cüneyt Bülent Bilâloğlu 共有三個董事會委員會。下表列出各委員會成員於此等委員會服務之成員資訊。 | | 審核及風險 | | | | --- | --- | --- | --- | | | 管理委員會 | 薪酬委員會 | 提名委員會 | | 蔡敬庭 | | M | C | | 黎國鴻 | C | | | | 楊存洲 | M | C | M | | Cüneyt Bülent Bilâloğlu | M | M | M | 附 註: 香港，2024年12月31日 蔡敬庭 （董事會主席） 蔡清丞 李麗美 獨立非執行董事 C: 有關委員會的主席 M: 有關委員會的成員 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不會就因本公告全部 或任何部分內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 樺 欣 控 股 有 限 公 司（「本公司」）董 事（「董 事」）會（「董事會」）宣 佈，李 麗 美 女 士（「李 女 士」）已 獲 委 任 為 本 公 司 執 行 董 事，自 二 零 二 四 年 十 二 月 三 十 一 日 起 生 效。 李女士的履歷詳情載列如下： SG Group Holdings Limited 樺欣控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1657） 委任執行董事 李女士，47歲，於二零一六年二月一日起獲委任為本集團行政及人力資源經理。 李女士主要負責本集團行政及人力資源管理，且表現傑出。 李女士於簿記及行政範疇擁有逾二十年經驗。於二零一五年三月加入本集團前， 李女士於一九九七年七月至二零零零年八月在G.E. Logistics Inc.擔任會計文員，及 於二零零零年九月至二零零九年七月在Deltamax Freight System Limited任職會計主 管 ...

Revenue Performance - The group's revenue from the traditional segment decreased by 42.9% from approximately HKD 71.8 million to about HKD 41.0 million, reflecting a reduction in sales orders from a major client targeting the US market [3]. - The new retail segment's revenue increased by 31.4% from approximately HKD 14.0 million to about HKD 18.4 million, driven by increased sales orders from a major client in the UK [16]. - For the six months ended October 31, 2024, the company reported revenue of HKD 64,393,000, a decrease of 25% compared to HKD 85,768,000 for the same period in 2023 [123]. - The company's revenue decreased by 24.9% from approximately HKD 85.8 million to about HKD 64.4 million for the six months ending October 31, 2023, primarily due to reduced procurement orders from a major customer targeting the US market and sales discounts given to customers [196]. Profitability and Loss - The group's gross profit decreased from approximately HKD 7.3 million to about HKD 6.8 million, a decline of approximately 6.8%, while the gross profit margin improved from 8.5% to 10.6% [9]. - The company reported a total comprehensive loss of HKD 10,253 thousand for the six months ended October 31, 2023, compared to a loss of HKD 10,912 thousand for the same period in 2024 [102]. - The company recorded a loss before tax of HKD 9,121,000, compared to a loss of HKD 10,304,000 in the previous year, showing an improvement in loss [123]. - The net loss for the period was HKD 9,034,000, which is an improvement from HKD 10,204,000 in the prior year [123]. - The company reported a total segment loss of HKD 7,851,000 for the six months ended October 31, 2024, compared to a loss of HKD 10,304,000 in the previous year [155]. Expenses and Cost Management - The sales and service costs decreased by 26.6% to approximately HKD 57.6 million, compared to HKD 78.5 million for the previous six months [18]. - The sales and distribution expenses increased by 1.4% to approximately HKD 7.1 million, primarily due to increased operating expenses related to the new institutional meal service [11]. - Employee benefit expenses totaled approximately HKD 7.1 million and HKD 4.8 million for the six months ending October 31, 2024, and 2023, respectively, reflecting an increase in workforce and compensation adjustments [54]. - The group has implemented cost control measures to enhance operational efficiency in response to the challenging economic environment [59]. Assets and Liabilities - The group's current assets net value was approximately HKD 57.4 million and HKD 64.3 million as of October 31, 2024, and April 30, 2024, respectively [25]. - The total assets less current liabilities as of October 31, 2024, amounted to HKD 81,457 thousand, down from HKD 90,948 thousand as of April 30, 2024 [99]. - The company's current liabilities increased to HKD 18,871 thousand as of October 31, 2024, compared to HKD 13,349 thousand as of April 30, 2024 [99]. - The company's total liabilities as of October 31, 2024, were HKD 18,871 thousand, reflecting an increase in trade and other payables [99]. Business Strategy and Future Outlook - The group aims to expand its institutional catering business leveraging its supply chain management advantages, targeting sustainable and profitable growth [34]. - The board anticipates a continued decline in discretionary spending and apparel demand over the next 12 months due to economic uncertainties [59]. - The company plans to expand its fashion-related business, including footwear and bags, and enhance its custom integrated clothing design and procurement services [78]. - The company aims to explore collaboration opportunities with internationally renowned figures to enhance its corporate image and visibility [78]. Governance and Compliance - The company has complied with all provisions of the corporate governance code except for provision C.2.1, which states that the roles of the chairman and CEO should be separate [71]. - The company is committed to high-quality governance and transparency, holding its board accountable to shareholders [74]. - The group has complied with all relevant laws and regulations in Hong Kong and China during the period [55]. Shareholder Information - The major shareholder, JC International, holds 71.88% of the issued share capital, with Mr. Cai Jingting being the beneficial owner [64]. - As of October 31, 2024, Mr. Cai Jingting holds 24,000,000 shares, representing 75.00% of the company's issued share capital [80]. Cash Flow and Financing - For the six months ended October 31, 2024, the net cash used in operating activities was HKD (10,865) thousand, an improvement from HKD (23,364) thousand for the same period in 2023 [104]. - The company incurred a net cash outflow from investing activities of HKD 20 thousand for the six months ended October 31, 2024, compared to an outflow of HKD 4,361 thousand for the same period in 2023 [104]. - The company has not obtained new bank loans during the six months ending October 31, 2023, and existing bank loans are used for general working capital [180].

Revenue Performance - The group's revenue decreased by 42.9% from approximately HKD 71.8 million to about HKD 41.0 million due to a reduction in sales orders from a major client targeting the US market [3]. - The new retail business revenue increased by 31.4% from approximately HKD 14.0 million to about HKD 18.4 million, driven by increased sales orders from a major UK client [5]. - For the six months ended October 31, 2024, the company reported revenue of HKD 64,393,000, a decrease of 25% compared to HKD 85,768,000 for the same period in 2023 [80]. - The company's revenue from the traditional segment decreased by 42.9% to approximately HKD 41.0 million, down from about HKD 71.8 million in the previous period [147]. - Revenue from the new retail segment increased by 31.4% to approximately HKD 18.4 million, up from about HKD 14.0 million [147]. - The company recorded approximately HKD 5.1 million in revenue from its new institutional catering service, reflecting a successful start and high customer satisfaction [148]. Profitability and Loss - The gross profit decreased by approximately 6.8% from about HKD 7.3 million to approximately HKD 6.8 million, with a gross profit margin of about 10.6% compared to 8.5% in the previous period [7]. - The company recorded a loss of approximately HKD 9.0 million for the period, compared to a loss of HKD 10.2 million for the six months ended October 31, 2023, primarily due to decreased revenue and reduced procurement orders from a major client targeting the US market [39]. - The total comprehensive loss of HKD 10,253,000 for the six months ended October 31, 2023, improved to a loss of HKD 8,912,000 for the same period in 2024 [85]. - The total pre-tax loss for the six months ending October 31, 2024, was 9,121 thousand HKD, compared to a pre-tax loss of 10,304 thousand HKD for the same period in 2023, indicating an improvement of approximately 11.5% [111]. - The company reported a basic and diluted loss per share of HKD 0.28, an improvement from HKD 0.32 in the previous year [80]. Expenses and Cost Management - The group's cost of sales and services decreased by 26.6% to approximately HKD 57.6 million, consistent with the decline in revenue [6]. - Administrative expenses decreased by approximately 5.8% from about HKD 8.6 million to approximately HKD 8.1 million, mainly due to optimized logistics team expenses [11]. - Sales and distribution expenses increased by approximately 1.4% from about HKD 7.0 million to approximately HKD 7.1 million, primarily due to increased operating expenses for providing institutional catering [12]. Financial Position and Liquidity - As of October 31, 2024, the company's current assets net value was approximately HKD 57.4 million, down from HKD 64.3 million as of April 30, 2024, with cash and bank balances of approximately HKD 20.9 million and HKD 32.4 million respectively [42]. - The company's current ratio decreased from approximately 5.8 as of April 30, 2024, to approximately 4.0 as of October 31, 2024 [42]. - The company's cash and cash equivalents decreased to HKD 20,902,000 from HKD 32,430,000, indicating a liquidity challenge [78]. - The company reported a net cash outflow from operating activities of HKD 10,865,000 for the six months ended October 31, 2024, compared to HKD 23,364,000 for the same period in 2023, indicating an improvement in cash flow management [87]. - The total cash and cash equivalents at the end of the period were HKD 20,902,000, significantly up from HKD 5,117,000 in the previous year, reflecting a positive trend in liquidity [87]. Market and Business Strategy - The group plans to expand its fashion-related business, including footwear and bags, and enhance its custom clothing design and procurement services [20]. - The company plans to leverage its supply chain management advantages in the food and beverage industry to transform and expand its institutional catering business for sustainable and profitable growth [27]. - The company plans to expand its market share in the institutional catering business through diversified high-value menus and customer-centric services [148]. - The board anticipates a continued decline in discretionary spending and apparel demand over the next 12 months due to uncertainties in the global economic recovery [27]. Risks and Governance - The group faces risks related to reliance on major clients without long-term contracts, which may lead to revenue uncertainty and potential fluctuations [21]. - The board believes that the dual role of the Chairman and CEO held by Mr. Cai is in the best interest of the group despite a deviation from corporate governance code [66]. - The company has complied with all provisions of the corporate governance code, except for the separation of roles of Chairman and CEO [66]. Shareholder Information - As of October 31, 2024, JC International holds 23,000,000 shares, representing 71.88% of the company's issued share capital [53]. - No dividends were recommended for the six months ended October 31, 2024, consistent with the previous year [65].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不會就因本公告全部或任何部分內容 而產生或因依賴該等內容而引致之任何損失承擔任何責任。 SG Group Holdings Limited 樺欣控股有限公司 承董事會命 樺欣控股有限公司 主席兼行政總裁 蔡敬庭 ( 於開曼群島註冊成立的有限公司 ) (股份代號: 1657) 董事會會議日期 樺欣控股有限公司（「本公司」）之董事會（「董事會」）謹此宣佈，本公司將於二零 二四年十二月三十一日(星期二)舉行董事會會議，藉以（其中包括）考慮及批准刊發本 公司及其附屬公司截至二零二四年十月三十一日止六個月之未經審核綜合業績及考慮建 議 派付中期股息（如有）。 香港，二零二四年十二月十七日 於本公告日期，執行董事為蔡敬庭先生及蔡清丞先生；而獨立非執行董事為黎國鴻先生、 楊存洲先生及 Cüneyt Bülent Bilâloğlu 先生。 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示概不會就因本公告全部 或任何部分內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 SG Group Holdings Limited 樺欣控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號: 1657） 於二零二四年十月三十一日舉行之股東週年大會投票表決結果 茲 提 述 樺 欣 控 股 有 限 公 司（「本公司」）日 期 均 為 二 零 二 四 年 十 月 八 日 之 股 東 週 年 大 會（「二零二四年股東週年大會」）通 告（「股東週年大會通告」）及 通 函（「通 函」）。除 另 有界定者外，本公告所用詞彙與通函所界定者具有相同涵義。 董 事 會（「董事會」）欣 然 公 佈，於 股 東 週 年 大 會 通 告 內 的 所 有 提 呈 決 議 案（「提呈決 議 案」），已 於 二 零 二 四 年 十 月 三 十 一 日（星 期 四）舉 行 之 二 零 二 四 年 股 東 週 年 大 會 上，以按股數投票表決方式獲股東正式通過。 於 二 零 二 四 年 股 東 週 年 大 會 ...