Financial Performance - The company's revenue for the year ended December 31, 2024, was HKD 307.4 million, an increase of approximately 5.4% from HKD 291.6 million in 2023[5]. - The net loss for the year was HKD 4.4 million, compared to a profit of HKD 1.1 million in the previous year[5]. - The gross margin improved from approximately 14.5% in 2023 to about 16.5% in 2024[12]. - The total assets increased to HKD 260.6 million in 2024 from HKD 252.9 million in 2023[5]. - The current ratio remained stable at 1.6 for both years, indicating consistent liquidity[5]. - The debt-to-equity ratio increased to 39.0% in 2024 from 30.3% in 2023, reflecting a rise in leverage[5]. - Revenue from proprietary label products was HKD 307.4 million, with backpacks and others contributing HKD 207.7 million, representing 68% of total revenue[12]. - Sales cost increased by approximately HKD 7.5 million or about 3.0% to approximately HKD 256.8 million, while overall gross profit margin rose from 14.5% to 16.5%[13]. - Sales and distribution expenses decreased by approximately HKD 0.4 million to about HKD 11.5 million, attributed to optimization measures in the sales and marketing network[14]. - Administrative expenses increased by approximately HKD 1.3 million to about HKD 43.5 million, mainly due to the establishment of a new overseas office[15]. - Net financing costs decreased by approximately HKD 0.5 million to about HKD 1.9 million, influenced by global interest rate cuts and improved financing structure[16]. - Other income and net gains significantly decreased by approximately HKD 11.0 million to about HKD 3.0 million, primarily due to a one-time gain from a sale-leaseback transaction[17]. - The group recorded a net loss of approximately HKD 4.4 million, compared to a net profit of approximately HKD 1.1 million in the previous year[20]. - As of December 31, 2024, the group's current assets net value was approximately HKD 71.0 million, with cash and bank balances of approximately HKD 70.8 million[21]. - The debt-to-equity ratio increased to 39.0% from 30.3% in the previous year, calculated as total debt divided by total equity[22]. - The group had no significant contingent liabilities as of December 31, 2024[23]. - The board did not recommend a final dividend for the reporting period, consistent with the previous year[32]. - The company reported a distributable reserve of HKD 127.5 million as of December 31, 2024, compared to HKD 129.2 million in 2023[116]. - The board has decided not to recommend any final dividend for the reporting period[118]. - The company has not purchased, sold, or redeemed any of its listed securities during the reporting period[119]. Supply Chain and Market Strategy - The company plans to implement a flexible supply chain strategy focusing on automation and sustainable materials to meet market demands[7]. - The company aims to diversify its supply chain network in Southeast Asia and other regions outside China to enhance product quality and market competitiveness[8]. - The company plans to diversify its supply chain network, focusing on Southeast Asia, including Vietnam, Thailand, Cambodia, and Indonesia[43]. - Strategic focus will be on market penetration and diversifying the customer base to seize emerging opportunities[43]. - The company aims to maintain a prudent financial position to support ongoing operations and explore new possibilities for business expansion[43]. - The group has established a list of approved internal suppliers and regularly evaluates their performance to ensure the quality of raw materials, which is crucial for the products manufactured[131]. - The group aims to enhance its design and production capabilities for backpacks and luggage through close collaboration with major customers[130]. Corporate Governance - The company is committed to maintaining good corporate governance to protect shareholder interests and enhance shareholder value[58]. - The company has complied with all applicable provisions of the corporate governance code during the reporting period[58]. - The board consists of six members, including three executive directors and three independent non-executive directors, ensuring a balance of power and independent judgment[60]. - The company has adopted a board diversity policy, with one female director among the six appointed during the reporting period, reflecting a commitment to diverse representation[65]. - The company has a commitment to diversity in its board appointments, considering various factors such as gender, age, and professional experience[66]. - The company has appointed three independent non-executive directors, meeting the requirement that independent directors must constitute at least one-third of the board[69]. - The board held six meetings during the reporting period, with attendance rates for members ranging from 4/6 to 6/6[84]. - The audit committee, composed entirely of independent non-executive directors, held four meetings, with full attendance from all members[88]. - The company has established a written terms of reference for the audit committee, which includes responsibilities for overseeing financial statements and internal controls[87]. - The company has established three board committees: audit, remuneration, and nomination, to oversee specific areas of governance[85]. - The company has ensured that all board committees have sufficient resources to fulfill their responsibilities and can seek independent professional advice when necessary[86]. - The company has established a remuneration committee to review and approve the remuneration policies for directors and senior management, ensuring transparency and alignment with corporate goals[90]. - The remuneration committee held one meeting during the reporting period, with all members in attendance[93]. - The company paid HKD 800,000 for audit services and HKD 15,000 for non-audit services during the reporting period, ensuring the independence of the auditor[99]. - The board confirmed its responsibility for the company's risk management and internal control systems, which are regularly reviewed for effectiveness[100]. - The company has implemented a policy to ensure timely and fair disclosure of insider information in compliance with applicable laws[102]. - The nomination committee reviewed the board's diversity policy and recommended the re-election of three directors at the upcoming annual general meeting[96]. - The company has appointed two joint company secretaries to facilitate communication between the board, shareholders, and management, both having completed over 15 hours of professional training[103][104]. - The company has a policy for reviewing corporate governance practices annually, adhering to the "comply or explain" principle[74]. - The company has established a standard code of conduct for securities trading by directors, confirming compliance during the reporting period[59]. - Independent non-executive directors have confirmed their independence according to the relevant listing rules[69]. - The company provides internal training for directors, covering legal updates and corporate governance matters[78]. Human Resources and Employee Relations - As of December 31, 2024, the group employed 406 staff, an increase from 393 staff in the previous year, with total employee costs amounting to approximately HKD 49.4 million, up from HKD 49.1 million in 2023[150]. - The gender ratio among employees is approximately 34.1% male and 65.9% female, indicating a reasonable balance in workforce diversity[65]. - The company aims to maintain a low employee complaint rate and zero litigation to retain talent[194]. Environmental, Social, and Governance (ESG) - The company has established an ESG framework to promote and implement its sustainability strategy, with the board responsible for overall ESG work[189]. - The ESG report covers the period from January 1, 2024, to December 31, 2024, detailing the company's initiatives and performance in environmental and social aspects[181]. - The company has maintained a consistent approach to ESG reporting, adhering to the principles of materiality, quantification, balance, and consistency[184]. - The company is committed to minimizing environmental impact and complying with environmental laws and regulations in China[200]. - The production operations adhere to the Environmental Protection Law of the People's Republic of China[200]. - No significant hazardous waste was generated during the reporting period, with non-hazardous waste primarily consisting of household waste[200]. - Detailed environmental protection rules and guidelines have been established for employees to follow during the production process[200]. - Qualified recycling companies are engaged to handle and dispose of waste, especially hazardous waste, to minimize environmental impact[200]. - The company conducts at least one inspection and monitoring of pollutant emissions by a qualified third-party monitoring company each fiscal year[200]. - The company prioritizes community engagement and local hiring to promote community development[195]. - A total of 16 key environmental, social, and governance issues have been identified as priorities for stakeholders and the company[197]. - The company aims to enhance its environmental and social governance practices based on stakeholder expectations and industry trends[199]. Shareholder Relations - The company has established a shareholder communication policy to ensure timely and equal access to information for shareholders and investors[109]. - The company has a policy in place for shareholders to propose new resolutions at general meetings[107]. - The company emphasizes compliance with laws and regulations, including tax obligations and local government safety management standards[193]. - The company has not experienced any significant violations of applicable laws and regulations during the reporting period[125]. - The company’s articles of association did not undergo any significant changes during the reporting period[110]. - The company’s board is committed to balancing shareholder interests with prudent capital management when deciding on dividend payments[117]. Risk Management - The company faces risks related to order fluctuations from private label customers, which may adversely affect its business and financial performance[126]. - The company has not identified any significant uncertainties that may affect its ability to continue as a going concern[97]. - The company has established a policy for reviewing corporate governance practices annually, adhering to the "comply or explain" principle[74].

Financial Performance - Revenue for the year ended December 31, 2024, was HKD 307,364,000, representing an increase of 5.8% from HKD 291,560,000 in the previous year[2] - The company reported a net loss of HKD 4,447,000 for the year, compared to a profit of HKD 1,088,000 in the previous year, indicating a significant decline in profitability[5] - Basic and diluted loss per share was HKD (0.37), down from earnings of HKD 0.09 per share in the previous year[7] - Gross profit for the year was HKD 50,579,000, an increase from HKD 42,301,000, showing a growth of 19.0%[5] - Other income and gains decreased significantly to HKD 3,003,000 from HKD 14,046,000, a decline of 78.7%[5] - Total expenses for 2024 were HKD 311,825 million, up from HKD 303,388 million in 2023, reflecting an increase of approximately 2.4%[31] - Cost of goods sold increased to HKD 256,785 million in 2024 from HKD 249,259 million in 2023, marking a rise of about 3.0%[31] - Employee benefits expenses remained relatively stable, increasing slightly from HKD 49,099 million in 2023 to HKD 49,383 million in 2024[31] - The company reported a significant increase in other income, with total other income rising from HKD 14,046 million in 2023 to HKD 3,003 million in 2024[30] - The company’s administrative expenses increased to HKD 43,518 million in 2024, compared to HKD 42,180 million in 2023, reflecting a growth of approximately 3.2%[31] Assets and Liabilities - Total assets increased to HKD 260,599,000 from HKD 252,905,000, reflecting a growth of 3.0%[2] - Total liabilities rose to HKD 129,434,000, up from HKD 116,429,000, marking an increase of 11.0%[2] - The total equity decreased slightly from HKD 136,476,000 in 2023 to HKD 131,165,000 in 2024, a decline of approximately 3.4%[9] - Cash and cash equivalents increased to HKD 54,056,000 in 2024 from HKD 51,618,000 in 2023, showing a growth of about 4.4%[9] - Trade and other receivables increased significantly from HKD 66,792,000 in 2023 to HKD 85,678,000 in 2024, a rise of approximately 28.2%[9] - Current liabilities decreased slightly from HKD 128,720,000 in 2023 to HKD 113,398,000 in 2024, a reduction of approximately 11.9%[10] - The company's retained earnings decreased from HKD 71,090,000 in 2023 to HKD 66,643,000 in 2024, a decline of about 6.4%[9] - Trade receivables, net of expected credit loss provisions, amounted to HKD 68,762,000 in 2024, compared to HKD 56,709,000 in 2023, representing an increase of approximately 21.5%[42] - Trade payables totaled HKD 60,781,000 in 2024, an increase from HKD 56,700,000 in 2023, indicating a growth of about 8.8%[43] Financial Ratios - The debt-to-equity ratio remained stable at 39.0% compared to 30.3% in the previous year[3] - The debt-to-asset ratio increased to 39.0% as of December 31, 2024, compared to 30.3% as of December 31, 2023[64] Taxation - The group’s subsidiaries in China are subject to a corporate income tax rate of 25% for the fiscal year ending December 31, 2024[34] - The group’s subsidiaries in Hong Kong are estimated to be taxed at a rate of 16.5% for the fiscal year ending December 31, 2024[33] - The group’s subsidiaries in the UAE are subject to a corporate tax rate of 9% for the fiscal year ending December 31, 2024[34] - The group’s estimated taxable income in Hong Kong is subject to a two-tiered profits tax system, with the first HKD 2 million taxed at 8.25%[33] - The group reported a total income tax expense of HKD 1,108,000 for the fiscal year ending December 31, 2024, compared to HKD (1,264,000) for the fiscal year ending December 31, 2023[35] Strategic Initiatives - The company is focusing on market expansion and new product development as part of its strategic initiatives moving forward[30] - The company aims to enhance its competitive position in the luggage and bag industry by expanding its customer base and optimizing its cost structure and supply chain[51] - The company continues to focus on providing comprehensive supply chain solutions to ensure stable quality supply and product design optimization for its diverse global customer base[50] - The company will focus on diversifying its supply chain network, particularly in Southeast Asia, including Vietnam, Thailand, Cambodia, and Indonesia[93] - The company aims to build a highly competitive and reliable supply system for its various products[93] - The company will strategically focus on market penetration and diversifying its customer base to seize new opportunities[93] Governance and Compliance - The company has adhered to the corporate governance code during the reporting period, with some exceptions noted[96] - The audit committee has been established in accordance with Listing Rule 3.21, consisting of three independent non-executive directors[102] - The consolidated financial statements for the reporting period have been reviewed and approved by the audit committee, ensuring compliance with applicable accounting standards and regulations[104] - The external auditor has confirmed that the performance announcement data is consistent with the audited consolidated financial statements for the reporting period[105] Future Outlook - The company anticipates a continued global economic recovery in 2025, with improvements in GDP growth rate and employment rate[91] - The group has not implemented any foreign exchange hedging policy, exposing it to risks primarily related to USD and RMB fluctuations[74] Related Party Transactions - Independent non-executive directors confirmed that the ongoing related party transactions are conducted on normal commercial terms and are in the best interest of the company's shareholders[83] - The independent auditor has issued an unqualified opinion regarding the related party transactions disclosed in accordance with the listing rules[84] - The group has not entered into any other related party transactions that require disclosure under the listing rules during the reporting period[86]

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 150,847, a decrease of 4.1% from HKD 157,131 in the same period of 2023[5] - The company reported a loss of HKD 5,754 for the period, compared to a loss of HKD 2,698 in the prior year, indicating a significant increase in losses[8] - Basic and diluted loss per share was HKD 0.48, compared to HKD 0.22 in the same period last year, reflecting a worsening financial performance[8] - Operating loss for the period was HKD 5,554, compared to HKD 2,018 in the previous year, indicating increased operational challenges[8] - The company reported a net loss of HKD 5,754,000 for the six months ended June 30, 2024, compared to a net loss of HKD 2,698,000 for the same period in 2023, indicating an increase in losses by approximately 113%[12][13] - Cash generated from operating activities for the six months ended June 30, 2024, was HKD 2,421,000, down from HKD 2,935,000 in the previous year, reflecting a decrease of about 17.5%[15] - The company recorded a cash inflow from investing activities of HKD 2,930,000 for the six months ended June 30, 2024, compared to HKD 14,865,000 in the same period of 2023, representing a decline of approximately 80%[16] - The company's total equity as of June 30, 2024, was HKD 130,413,000, down from HKD 131,169,000 as of June 30, 2023, indicating a decrease of approximately 0.6%[12][13] - Loss attributable to shareholders increased from approximately HKD 2.7 million to HKD 5.8 million, representing a rise of about 114.8%[77] Assets and Liabilities - Total assets decreased to HKD 246,918 as of June 30, 2024, down from HKD 252,905 at the end of 2023[10] - Current assets decreased to HKD 176,651 from HKD 183,211, while non-current assets increased slightly to HKD 70,267 from HKD 69,694[10] - Total liabilities as of June 30, 2024, amounted to HKD 116,505,000, slightly up from HKD 116,429,000 as of December 31, 2023[11] - The company’s bank borrowings increased to HKD 40,794,000 as of June 30, 2024, compared to HKD 37,280,000 as of December 31, 2023, reflecting an increase of about 6.8%[11] - The debt-to-asset ratio increased to 35.4% from 30.3%, suggesting a higher level of leverage[5] - The debt-to-equity ratio increased to 35.4% from 30.3% as of December 31, 2023[79] Cash Flow and Financing - The company experienced a net financing cost of HKD 717, down from HKD 1,231, which may reflect improved financing conditions[8] - The company’s cash flow from financing activities showed a net inflow of HKD 4,287,000 for the six months ended June 30, 2024, compared to a net outflow of HKD 19,043,000 in the same period of 2023[17] - The company’s lease liabilities decreased to HKD 1,806,000 as of June 30, 2024, from HKD 3,031,000 as of December 31, 2023, indicating a reduction of approximately 40.3%[11] Revenue and Expenses - The group's sales for the six months ended June 30, 2024, were HKD 150,847,000, a decrease of 4.1% compared to HKD 157,131,000 for the same period in 2023[28] - Rental income increased to HKD 221,000 for the six months ended June 30, 2024, from HKD 151,000 in 2023, representing a growth of 46.3%[29] - The cost of goods sold for the six months ended June 30, 2024, was HKD 112,878,000, down from HKD 114,400,000 in 2023, a decrease of 1.3%[30] - Selling and distribution expenses decreased by approximately HKD 0.8 million to HKD 5.6 million due to optimized sales and marketing strategies[74] - Administrative expenses reduced from approximately HKD 22.0 million to HKD 20.5 million, a decrease of about 6.8%[75] - Other income turned from a profit of approximately HKD 0.7 million to a loss of about HKD 1.4 million, primarily due to a loss of HKD 2.2 million on listed securities investments[76] Future Outlook and Strategy - The company is focusing on new product development and market expansion strategies to improve future performance[5] - The group expects global economic recovery to continue in the second half of 2024, with GDP growth and employment rates gradually improving[84] - The company will maintain a cautious approach to business development in light of trade tensions and geopolitical conflicts that may affect recovery[84] - The group anticipates facing various competitive pressures, including rising material and labor costs in China, pricing strategies from competitors, and changes in consumer preferences[84] Governance and Compliance - The audit committee, consisting of three independent non-executive directors, has been established to review the financial reporting process and internal controls[97] - The audit committee has reviewed the unaudited interim condensed financial information of the group, confirming compliance with applicable accounting standards and adequate disclosure[98] - The executive directors include Thomas Berg, Morten Rosholm Henriksen, and Xue Yali, indicating a strong leadership team[98] - The report is dated August 23, 2024, suggesting a timely update on the company's financial performance[98] Shareholder Information - The company has proposed no interim dividend for the six months ending June 30, 2024, consistent with the previous year[65] - Thomas Berg holds a controlling interest in the company with 371,000,000 shares, representing 30.92% of the total shares[90] - As of June 30, 2024, the company maintains a public float of at least 25% as required by listing rules[87]

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 150,847 thousand, a decrease of 4.1% compared to HKD 157,131 thousand for the same period in 2023[1] - The company reported a loss of HKD 5,754 thousand for the current period, compared to a loss of HKD 2,698 thousand in the previous year, representing an increase in loss of 113.5%[2] - Basic and diluted loss per share was HKD 0.48, compared to HKD 0.22 in the same period last year, indicating a 118.2% increase in loss per share[2] - The company recorded a net loss of approximately HKD 3.1 million for the first half of 2024, compared to a net loss of approximately HKD 2.7 million for the six months ended June 30, 2023[40] - Loss attributable to shareholders increased from approximately HKD 2.7 million to about HKD 5.8 million, an increase of approximately HKD 3.1 million[46] Assets and Liabilities - Total assets as of June 30, 2024, were HKD 246,918 thousand, down from HKD 252,905 thousand as of December 31, 2023, reflecting a decrease of 2.4%[3] - Total liabilities increased slightly to HKD 116,505 thousand from HKD 116,429 thousand, indicating a marginal increase of 0.1%[4] - Non-current liabilities related to lease liabilities decreased to HKD 1,806 thousand from HKD 3,031 thousand, a reduction of 40.4%[4] - As of June 30, 2024, trade receivables amounted to HKD 63,534,000, a slight increase from HKD 63,286,000 as of December 31, 2023[20] - The net trade receivables, after deducting expected credit loss provisions, were HKD 56,957,000 as of June 30, 2024, compared to HKD 56,709,000 as of December 31, 2023[20] Cash Flow and Financing - Cash and cash equivalents increased to HKD 57,227 thousand from HKD 51,618 thousand, showing an increase of 10.3%[3] - The net financing cost for the six months ended June 30, 2024, was HKD (717,000), compared to HKD (1,231,000) for the same period in 2023, indicating a significant reduction in financing costs[15] - Bank borrowings increased from HKD 32.98 million as of December 31, 2023, to HKD 40.2 million as of June 30, 2024[34] Operational Highlights - The Group's main activities focus on the design, development, procurement, manufacturing, and sales of a full range of bags, luggage, and medical-related products[5] - The Group's operating activities are primarily concentrated in the self-branded product segment, which includes OEM and ODM businesses[11] - Revenue from proprietary label products increased to HKD 94.6 million, accounting for 62% of total revenue, compared to HKD 71.5 million, or 45%, in the previous period[41] Expenses - For the six months ended June 30, 2024, the cost of goods sold was HKD 112,878,000, a decrease of 1.33% from HKD 114,400,000 in the same period of 2023[12] - Employee benefit expenses were HKD 24,082,000, down 4.88% from HKD 25,319,000 year-over-year[12] - The group’s administrative expenses decreased to HKD 20,465,000 from HKD 22,005,000 year-over-year, a decline of 6.99%[12] - Sales and distribution expenses amounted to approximately HKD 5.6 million, a slight decrease of about HKD 0.8 million compared to the same period in 2023, primarily due to optimized sales and marketing strategies[43] Financial Reporting and Compliance - The financial data presented is unaudited and has been approved by the Board on August 23, 2024[6] - The Group's financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, consistent with the previous year's annual financial statements[7] - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited interim financial information and confirmed compliance with applicable accounting standards[62] Future Outlook - The group anticipates continued global economic recovery in the second half of 2024, although regional recovery may vary and trade tensions could impact the pace of recovery[55] - The group will maintain a prudent approach to business development while actively monitoring market conditions and adjusting strategies accordingly[55] Dividends and Shareholder Information - The board of directors recommended not to declare an interim dividend for the six months ended June 30, 2024[36] - The board of directors recommends not to declare any interim dividends for the period ending June 30, 2023[58] - The company maintains a public float of no less than 25% as required by listing rules[59]

Financial Performance - Revenue for the year ended December 31, 2023, decreased by approximately HKD 102.5 million or 26.0% to HKD 291.6 million from HKD 394.1 million in 2022[9]. - The company's net profit for the year was HKD 1.1 million, a turnaround from a loss of HKD 0.5 million in the previous year[5]. - Sales in North America significantly declined, with revenue dropping from HKD 153.5 million in 2022 to HKD 75.0 million in 2023[9]. - The gross profit margin slightly decreased from 14.9% in 2022 to 14.5% in 2023, despite a reduction in cost of sales by approximately HKD 86.0 million or 25.6%[17]. - The total assets decreased from HKD 275.9 million in 2022 to HKD 252.9 million in 2023, while total liabilities decreased from HKD 141.6 million to HKD 116.4 million[6]. - The current ratio improved from 1.5 in 2022 to 1.6 in 2023, indicating better short-term financial health[6]. - The revenue from proprietary label products for the year was approximately HKD 291.6 million, with a significant decline in sales of basic bags, tool storage, and tool accessories[14]. - Sales and distribution expenses decreased from approximately HKD 14.3 million to about HKD 11.9 million, a reduction of approximately HKD 2.4 million, primarily due to a significant decline in sales during the second half of 2023 and optimization of the sales and marketing network[18]. - Administrative expenses slightly increased from approximately HKD 41.5 million to about HKD 42.2 million, an increase of approximately HKD 0.7 million, mainly due to a shift from a net exchange gain of about HKD 3.5 million to a net exchange loss of approximately HKD 0.8 million[19]. - Net financing costs decreased from approximately HKD 3.9 million to about HKD 2.4 million, a reduction of approximately HKD 1.5 million, attributed to improvements in the financing structure and lower financing utilization rates[20]. - Other income and net gains increased from approximately HKD 4.3 million to about HKD 14.0 million, an increase of approximately HKD 9.7 million, mainly due to a gain of HKD 15.9 million from a sale and leaseback transaction[21]. - The group recorded a net profit of approximately HKD 1.1 million during the reporting period, compared to a net loss of about HKD 0.5 million for the year ended December 31, 2022[24]. - The debt-to-equity ratio as of December 31, 2023, was 30.3%, a significant decrease from 52.4% as of December 31, 2022[26]. Strategic Initiatives - The company plans to adopt a more cautious approach to capital expenditures and implement cost control measures to mitigate losses during challenging economic conditions[10]. - The company aims to diversify its customer base and optimize its cost structure and supply chain network to achieve sustainable growth[14]. - The company emphasizes the importance of being proactive and adaptable to emerging trends in a dynamic business environment[10]. - The company anticipates continued global economic recovery in 2024, with GDP growth and employment rates expected to improve[48]. - The company will face competitive pressures, including rising material and labor costs in China, and will adopt prudent measures to maintain financial stability[48]. - The company plans to adjust its strategies in response to market conditions and potential geopolitical uncertainties affecting recovery[48]. Corporate Governance - The company has adhered to all applicable corporate governance code provisions during the reporting period[69]. - The company is committed to enhancing shareholder value through effective corporate governance practices[69]. - The nomination committee emphasizes diversity in selecting board members based on various criteria, including gender and professional experience[76]. - The company has established a corporate governance framework to ensure accountability and protect shareholder interests[69]. - The independent non-executive directors provide independent opinions and contribute to the audit, nomination, and remuneration committees[66]. - The company has appointed three independent non-executive directors, meeting the requirement that at least one-third of the board members must be independent[81]. - The board consists of three executive directors and three independent non-executive directors, ensuring a balance of power[71]. - The roles of the chairman and CEO are separated to maintain a balance of authority and responsibility[75]. - The company has established specific service agreements for directors, with provisions for termination and re-election at annual general meetings[82]. - The company has not yet established a corporate governance committee, with the board currently overseeing corporate governance functions[87]. - The company has implemented a policy for directors to provide training records, ensuring ongoing professional development[91]. - The company has a policy for independent directors to confirm their independence annually, in compliance with listing rules[81]. - The board is responsible for approving significant capital expenditures, acquisitions, and related transactions[87]. - The company has established three board committees to oversee specific areas, including audit, remuneration, and nomination[99]. - The audit committee consists of three independent non-executive directors, ensuring compliance with listing rules regarding financial management expertise[101]. - The remuneration committee reviewed the remuneration policies for directors and senior management, ensuring no individual participated in determining their own remuneration[105]. - The company paid HKD 893,000 for audit services and HKD 42,000 for non-audit services during the reporting period[116]. - The company has established a risk management and internal control system, which is reviewed annually by the board and audit committee[117]. - The company has a policy to ensure insider information is disclosed fairly and timely according to applicable laws and regulations[120]. - The company confirmed that there are no significant uncertainties affecting its ability to continue as a going concern[112]. - The company has complied with corporate governance codes regarding the composition and independence of its committees[110]. Employee and Management - As of December 31, 2023, the group had 393 employees, a decrease from 399 employees as of December 31, 2022[175]. - Employee costs totaled approximately HKD 49.1 million for the reporting period, compared to HKD 48.8 million in 2022, reflecting a year-over-year increase of 0.6%[175]. - The company has a strong management team with over 30 years of experience in sales and marketing, enhancing operational efficiency[54]. - The group has made significant advancements in financial and strategic planning under the leadership of the CEO, who has nearly 20 years of experience in accounting and auditing[56]. - The company has implemented internal guidelines to assess employee performance and regularly provides training programs to enhance employee skills[175]. - The remuneration range for senior management includes one individual earning between HKD 1,000,001 and HKD 2,000,000[107]. Shareholder Communication and Dividends - The company emphasizes the importance of shareholder communication and has established a shareholder communication policy[128]. - The annual general meeting is scheduled for June 21, 2024, with a notice to be sent at least 21 full business days prior[128]. - The board has decided not to recommend any final dividend for the reporting period[140]. - The board is committed to balancing shareholder interests with prudent capital management in its dividend policy[139]. Market Risks and Relationships - The company faces risks related to order fluctuations from private label customers and distribution model uncertainties, which may adversely affect its business and financial performance[146]. - The company is exposed to various market risks, including currency risk, interest rate risk, credit risk, and liquidity risk[147]. - The company maintains stable relationships with major customers, which include world-renowned brands, enhancing its competitive position in the backpack and luggage manufacturing industry[152]. - The company has established strong relationships with key suppliers and subcontractors, focusing on material quality and reliability to enhance competitiveness[154]. - Major customers and suppliers accounted for a significant percentage of sales and purchases during the reporting period, although specific percentages were not disclosed[190]. - The largest customer accounted for 18.1% of revenue, down from 19.1% in the previous year[191]. - Top five customers contributed 66.2% of total revenue, a decrease from 67.4% year-on-year[191]. - The largest supplier represented 18.6% of total purchases, significantly reduced from 30.5% in the prior year[191]. - Top five suppliers made up 36.9% of total purchases, down from 48.9% year-on-year[191].

Financial Performance - Revenue for the year ended December 31, 2023, was HKD 291,560,000, a decrease of 26% from HKD 394,119,000 in 2022[2] - The net profit for the year was HKD 1,088,000, compared to a loss of HKD 466,000 in the previous year[4] - Basic and diluted earnings per share for 2023 were HKD 0.09, compared to a loss per share of HKD 0.05 in 2022[6] - The gross profit margin for the year was approximately 14.5%, down from 14.9% in the previous year[4] - The company reported a total comprehensive income of HKD 2,245,000 for 2023, compared to a loss of HKD 2,016,000 in 2022[6] - The company generated rental income of HKD 348 thousand in 2023, compared to HKD 503 thousand in 2022, reflecting a decrease of approximately 31%[31] - The company recorded a loss of HKD 4,552 thousand from the fair value changes of financial assets in 2023, compared to a loss of HKD 3,780 thousand in 2022, indicating a worsening of about 20%[31] - For the fiscal year ending December 31, 2023, the total expenses amounted to HKD 303,388,000, a decrease of 23.1% compared to HKD 394,680,000 in 2022[32] - The cost of goods sold for 2023 was HKD 249,259,000, a decrease of 25.7% from HKD 335,278,000 in 2022[32] - Administrative expenses for 2023 were HKD 42,180,000, slightly up from HKD 41,519,000 in 2022, reflecting a 1.6% increase[32] - The company reported a significant decrease in sales and marketing expenses, which were HKD 11,949,000 in 2023 compared to HKD 14,255,000 in 2022, a reduction of 16.1%[32] - Financing costs decreased to approximately HKD 2.4 million from HKD 3.9 million for the year ending December 31, 2022[58] Assets and Liabilities - Total assets decreased to HKD 252,905,000 from HKD 275,875,000, reflecting a decline of approximately 8%[2] - Current liabilities increased to HKD 113,398,000 from HKD 138,463,000, indicating a reduction of about 18%[2] - Non-current assets were valued at HKD 69,694,000, a decrease from HKD 72,616,000 in the previous year[2] - Total assets increased from HKD 252,905,000 to HKD 275,875,000, representing a growth of approximately 9.05% year-over-year[8] - Total liabilities decreased from HKD 141,644,000 to HKD 116,429,000, indicating a reduction of about 17.74%[9] - The net value of current assets rose from HKD 64,796,000 to HKD 69,813,000, reflecting an increase of approximately 7.77%[9] - The company's retained earnings increased from HKD 70,002,000 to HKD 71,090,000, showing a growth of about 1.55%[8] - The total equity increased from HKD 134,231,000 to HKD 136,476,000, which is an increase of approximately 1.67%[8] - The company's total liabilities to equity ratio improved from 1.05 to 0.85, indicating a stronger financial position[9] - The company's total current liabilities decreased from HKD 58,380,000 to HKD 65,959,000, reflecting a decrease of about 12.00%[9] - The company's total non-current liabilities decreased from HKD 83,264,000 to HKD 50,470,000, indicating a reduction of approximately 39.50%[9] Market and Operations - The company operates primarily in investment holding and its subsidiaries are engaged in the design, development, procurement, manufacturing, and sale of a full range of bags, luggage, and accessories, as well as medical-related products[12] - The group conducts its business activities in Hong Kong, Denmark, and the People's Republic of China, with major export markets in Europe and North America[12] - The company plans to focus on market expansion and new product development in the upcoming year[3] - The company expects to face various competitive pressures, including rising material and labor costs in China, pricing strategies from competitors, and changes in customer preferences and consumption trends[92] - The company plans to continue expanding its customer base and optimizing its cost structure to maintain profitability and growth[53] Taxation and Compliance - The effective tax rate for Hong Kong profits tax was maintained at 16.5% for both 2023 and 2022, with a two-tiered system applicable for qualifying entities[34] - The corporate income tax rate in China remained at 25% for 2023, consistent with 2022, with a reduced rate of 5% applicable for small profit enterprises[35] - The income tax expense for the year included a current tax charge of HKD 804,000 for China, down from HKD 894,000 in 2022[37] - The group has adopted new and revised Hong Kong Financial Reporting Standards effective from January 1, 2023, which do not have a significant impact on the financial statements[17] - The company expects that the revised Hong Kong Financial Reporting Standards will not have a significant impact on its consolidated financial statements[19] Shareholder Information - The annual general meeting of shareholders is scheduled for June 21, 2024[93] - The board of directors did not recommend the payment of a final dividend for the reporting period, consistent with the previous year[75] - The group reported no issuance of potential dilutive ordinary shares for both 2023 and 2022, resulting in basic earnings per share being the same as diluted earnings per share[40] External Transactions - The company engaged in a continuous connected transaction with GPL Hong Kong, selling products worth HKD 52.686 million during the reporting period[81] - The pricing for the products sold to GPL Hong Kong was determined based on normal commercial terms and was not less favorable than those offered to independent third parties[81] - The company confirmed that the continuous connected transactions were conducted under fair and reasonable terms, benefiting the overall interests of shareholders[82] - The company sold a property to Vking Marine Limited for HKD 19.5 million, with the transaction completed on September 25, 2023[87] - The company has entered into a lease agreement for a property with a quarterly rent of HKD 243,000 starting from September 25, 2023, for a duration of three years[88] Future Outlook - The group anticipates a continued global economic recovery in 2024, with improvements in GDP growth rate and employment rate, although recovery may be uneven across regions[92] - The group continues to monitor foreign exchange risks, particularly related to the US dollar and RMB, without currently having a hedging policy in place[74] Governance and Audit - The audit committee has reviewed and approved the consolidated financial statements for the reporting period, ensuring compliance with applicable accounting standards and regulations[101] - The company has engaged an external auditor, which confirmed that the financial data in the performance announcement aligns with the audited consolidated financial statements[102] - The annual performance announcement and annual report will be published on the company's website and the Hong Kong Stock Exchange website[104]

Financial Performance - Revenue for the six months ended June 30, 2023, was HKD 157,131, a decrease of 15.9% compared to HKD 186,832 in the same period of 2022[4] - The net loss for the period was HKD 2,698, improving from a net loss of HKD 4,926 in the prior year, representing a reduction of 45%[4] - Basic and diluted loss per share was HKD 0.22, compared to HKD 0.49 in the same period last year[7] - The company reported a gross profit of HKD 25,678, down from HKD 29,812, reflecting a decrease of 13.5%[7] - For the six months ended June 30, 2023, the company reported a total comprehensive loss of HKD 3,062,000, compared to a total comprehensive loss of HKD 6,158,000 for the same period in 2022, representing a 50.3% improvement[13] - The total expenses for the six months ended June 30, 2023, amounted to HKD 159,829,000, down from HKD 188,106,000 in 2022[35] - The company reported a net profit of approximately HKD 0.7 million from other income and gains, reversing a loss of about HKD 4.0 million in the previous period[75] Assets and Liabilities - Total assets decreased to HKD 232,144 as of June 30, 2023, down from HKD 275,875 at the end of 2022, reflecting a decline of 15.8%[9] - Current assets decreased to HKD 161,776 from HKD 203,259, a reduction of 20.4%[9] - Current liabilities decreased to HKD 98,667 from HKD 138,463, a decrease of 28.7%[11] - The company's retained earnings decreased to HKD 67,304,000 as of June 30, 2023, down from HKD 70,468,000 as of June 30, 2022, reflecting a decline of 4.5%[13] - The company’s total equity attributable to owners decreased to HKD 131,169,000 as of June 30, 2023, down from HKD 134,231,000 as of January 1, 2023, representing a decline of 2.3%[13] - Trade receivables as of June 30, 2023, totaled HKD 56,302,000, down from HKD 67,533,000 as of December 31, 2022, resulting in a net trade receivable of HKD 49,725,000[45] - Trade payables decreased to HKD 33,720,000 as of June 30, 2023, from HKD 41,492,000 as of December 31, 2022, representing a reduction of approximately 18.8%[60] - Bank borrowings decreased to HKD 36,473,000 as of June 30, 2023, from HKD 51,996,000 as of December 31, 2022, reflecting a decline of approximately 29.9%[63] Cash Flow and Investments - Operating cash flow for the six months ended June 30, 2023, was HKD 2,935,000, a significant recovery from a cash outflow of HKD 1,372,000 in the same period of 2022[15] - The company generated net cash from investing activities of HKD 14,865,000 for the six months ended June 30, 2023, compared to a cash outflow of HKD 26,045,000 in the prior year, indicating a turnaround in investment performance[15] - Cash and cash equivalents at the end of June 30, 2023, stood at HKD 32,204,000, an increase from HKD 10,889,000 at the end of June 30, 2022[15] - The company’s bank borrowings amounted to HKD 70,905,000 for the six months ended June 30, 2023, compared to HKD 88,153,000 in the same period of 2022, reflecting a decrease of 19.5%[15] - The group invested HKD 8,000,000 in an NFT-themed project, with a revenue-sharing agreement of 10% over eight years[48] - The group has made a new investment of HKD 9,251,000 in preferred shares of Legend Gainer, a holding company focused on generating returns through diverse asset investments[48] Operational Highlights - The company experienced a significant increase in luggage sales due to the relaxation of COVID-19 restrictions, although overall sales were impacted by geopolitical tensions and inflation[90] - Sales of luggage experienced significant growth due to the recovery of global travel and the lifting of COVID-19 restrictions, with expectations for further growth as travel normalizes[71] - The sales revenue breakdown for the six months ending June 30, 2023, showed backpacks and others at HKD 71,459 thousand (45%), tool storage and accessories at HKD 25,480 thousand (16%), luggage at HKD 26,653 thousand (17%), and medical bags and related supplies at HKD 33,539 thousand (22%)[74] - The company's overall sales cost decreased to approximately HKD 131.5 million, a reduction of about HKD 25.5 million or 16.2% from HKD 157.0 million in the previous period, with a stable gross profit margin of approximately 16.3%[74] Financial Ratios and Health - The current ratio improved to 1.6 from 1.5, indicating better short-term financial health[4] - The debt-to-asset ratio improved to 31.6% from 51.3%, showing a significant reduction in leverage[4] - The debt-to-equity ratio decreased to 31.6% as of June 30, 2023, down from 51.3% at the end of 2022, primarily due to a reduction in bank borrowings by HKD 26.4 million[78] Corporate Governance and Compliance - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited interim financial information and confirmed compliance with applicable accounting standards[119] - The audit committee is responsible for reviewing the effectiveness of the group's financial reporting procedures and internal controls[119] - The company has not declared any interim dividends for the reporting period[100] - The board of directors recommended not to declare an interim dividend for the six months ended June 30, 2023, consistent with the previous period[66] Future Outlook - The company anticipates continued challenges in the second half of 2023 due to ongoing geopolitical tensions and economic uncertainties[90] - The company aims to maintain its competitive edge through diversified product design and development, competitive pricing, and quality management[90] - The company is exploring alternative global procurement solutions and distribution platforms to reach potential customers[91]

香港交易及結算所有限公司、香港聯合交易所有限公司及香港中央結算 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。 Grown Up Group Investment Holdings Limited 植 華 集 團 投 資 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：1842） 截 至 二 零 二 三 年 六 月 三 十 日 止 六 個 月 中 期 業 績 公 告 財務摘要 截至六月三十日止六個月 二零二三年 二零二二年 （未經審核） （未經審核） 財務業績 千港元 千港元 收益 157,131 186,832 期內虧損 (2,698) (4,926) 每股基本虧損（港仙） (0.22) (0.49) 每股攤薄虧損（港仙） (0.22) (0.49) 於二零二三年 於二零二二年 六月三十日 十二月三十一日 （未經審核） （經審核） 綜合財務狀況表 千港元 千港元 ...

Financial Performance - The company's revenue increased from approximately HKD 304.7 million in 2021 to approximately HKD 394.1 million in 2022, representing a growth of about 29.4%[11]. - The net loss for the year was HKD 466,000, compared to a profit of HKD 5.3 million in the previous year, indicating a significant decline in profitability[5]. - The total assets rose to HKD 275.9 million in 2022 from HKD 228.9 million in 2021, reflecting an increase of approximately 20.5%[7]. - The company's current liabilities increased to HKD 138.5 million in 2022 from HKD 122.9 million in 2021, which is an increase of about 12.6%[7]. - The debt-to-equity ratio increased to 51.3% in 2022 from 35.3% in 2021, indicating a rise in financial leverage[7]. - Gross profit decreased to approximately HKD 58.8 million with a gross margin of 14.9%, down from HKD 59.9 million and 19.6% in the previous year, primarily due to a 36.9% increase in cost of sales[22]. - Sales and distribution expenses rose to approximately HKD 14.3 million, an increase of about HKD 1.8 million from HKD 12.5 million in the previous year, mainly due to increased sales activities[23]. - Administrative expenses increased to approximately HKD 41.5 million, up by about HKD 2.0 million from HKD 39.5 million, driven by higher employee benefits and director remuneration[24]. - Financing costs increased to approximately HKD 3.9 million, up by about HKD 2.2 million from HKD 1.7 million in the previous year, due to rising interest rates and increased bank borrowings[25]. Business Strategy and Outlook - The company plans to explore new business opportunities and maintain long-term growth despite challenges from global economic conditions[15]. - The company anticipates gradual economic recovery in Hong Kong and China, which may positively impact its performance in 2023[11]. - The overall revenue growth of 29% was driven by increased demand for bags and luggage as travel restrictions were lifted in 2022[18]. - The company aims to enhance brand awareness through participation in a non-fungible token project, which is expected to drive sales and create synergies with its travel-related manufacturing business[13]. - The company is actively exploring new business opportunities to diversify its revenue streams[61]. - The company will continue its expansion plans to mitigate the negative impact of US tariffs by relocating some production facilities outside of China[60]. - The company is seeking opportunities to increase brand awareness in anticipation of post-pandemic economic recovery to drive sales[60]. - The company will maintain a cautious approach in 2023 due to evolving market conditions, including the Russia-Ukraine war, global high inflation and interest rates, and deteriorating US-China relations[60]. Corporate Governance - The company emphasizes the importance of good corporate governance to enhance shareholder value and ensure accountability[85]. - The board consists of 8 members, including 4 executive directors, 1 non-executive director, and 3 independent non-executive directors[89]. - The independent non-executive directors account for at least one-third of the board, ensuring compliance with listing rules[97]. - The company has adopted a board diversity policy since June 28, 2019, focusing on various criteria including gender, age, and professional experience[92]. - The board is responsible for overall management and has delegated daily operations to the CEO and management team[101]. - The company has established a training program for directors to enhance their skills and knowledge regarding applicable laws and regulations[106]. - The board's main roles include setting long-term goals, approving financial statements, and monitoring risk management[103]. - The company has a fixed term of three years for executive and non-executive directors, with specific termination clauses[94][96]. - The board will review corporate governance policies annually to ensure compliance with governance codes[103]. Risk Management - The company faces various market risks, including currency risk, interest rate risk, credit risk, and liquidity risk, which could impact its financial performance[164]. - Currency fluctuations may pose significant challenges for the company due to its global customer base[59]. - The company’s financial performance and business outlook may be affected by risks related to order fluctuations from private label customers[163]. Employee Relations - The company emphasizes the importance of maintaining good relationships with employees, providing regular training to enhance skills and knowledge related to product quality and production safety[168]. - As of December 31, 2022, the group had approximately 399 employees, with salaries and benefits maintained at market levels[36]. - The group had a total employee cost of approximately HKD 48.8 million for the reporting period, down from HKD 59.0 million in the previous year[193]. Shareholder Information - The board did not recommend the payment of a final dividend for the reporting period[40]. - The company reported a distributable reserve of HKD 131.4 million as of December 31, 2022, compared to HKD 104.5 million in 2021, indicating a year-over-year increase of approximately 25.8%[153]. - The company has adopted a dividend policy to balance shareholder interests with prudent capital management[156]. - The company has not purchased, sold, or redeemed any of its securities during the reporting period[158]. Financial Activities - The company raised approximately HKD 31.5 million through a placement of 200 million shares at HKD 0.16 per share to support its operations and repay debts[13]. - The net proceeds from the fundraising amounted to approximately HKD 49.9 million, which were fully utilized by the reporting date[41]. - The net proceeds were allocated to enhance design and development capabilities, expand sales and marketing networks, and repay bank loans, among other uses[42]. - The group issued convertible bonds with a principal amount of HKD 15 million, with a conversion price adjusted to HKD 2.09 per share, representing about 0.72% of the existing issued share capital[46]. - The group plans to use the net proceeds from the convertible bonds for general working capital and potential projects in the digital asset sector[46]. Customer and Supplier Relations - The group has established stable relationships with major customers, enhancing its position as a well-known manufacturer and exporter of backpacks and luggage[169]. - The group maintains strong relationships with key suppliers, focusing on material quality, delivery time, pricing, service quality, reliability, and past experience[170]. - The group plans to continue close collaboration with major customers to improve design and production capabilities for backpacks and luggage products[169]. Environmental and Social Responsibility - The company is committed to sustainable development and actively participates in environmental protection initiatives[165].

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。 Grown Up Group Investment Holdings Limited 植 華 集 團 投 資 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：1842） 截 至 二 零 二 二 年 十 二 月 三 十 一 日 止 年 度 年 度 業 績 公 告 財務摘要 截至十二月三十一日 止年度 二零二二年 二零二一年 持續經營業務的財務業績 千港元 千港元 收益 394,119 304,716 年內（虧損）╱溢利 (466) 5,256 每股基本（虧損）╱盈利（港仙） (0.05) 0.53 每股攤薄（虧損）╱盈利（港仙） (0.05) 0.53 於十二月三十一日 二零二二年 二零二一年 財務狀況表 千港元 千港元 ...