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依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 董事會會議日期 植華集團投資控股有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此宣佈，本 公司謹訂於二零二五年八月二十二日（ 星期五 ）舉行董事會會議，藉以考慮及批准 （ 其中包括 ）本公司及其附屬公司截至二零二五年六月三十日止六個月之未經審核 綜合中期業績及其刊發，以及考慮派發中期股息（ 如有 ）。 承董事會命 植華集團投資控股有限公司 主席兼執行董事 （於開曼群島註冊成立的有限公司） （股份代號：1842） 香港，二零二五年八月十二日 於本公告日期，執行董事為Thomas Berg先生、薛雅麗女士及Jan Ankersen先生； 以及獨立非執行董事為曾慶煊先生、黃繼興先生及陳霆畧先生。 Thom ...

截至月份: 2025年7月31日 狀態: 新提交 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 FF301 第 1 頁 共 10 頁 v 1.1.1 FF301 II. 已發行股份及/或庫存股份變動 致：香港交易及結算所有限公司 公司名稱: 植華集團投資控股有限公司 呈交日期: 2025年8月6日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01842 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000 ...

Core Viewpoint - The company, Zhihua Group (01842.HK), anticipates a significant increase in net losses for the first half of 2025, projecting a rise of approximately 40% to 50% compared to the net loss of about HKD 5.8 million for the first half of 2024 [1] Summary by Relevant Categories Financial Performance - The expected increase in net losses for the first half of 2025 is primarily attributed to a slight decline in revenue due to ongoing tariff pressures from the United States [1] - The company is set to recognize an unrealized loss of approximately HKD 3.3 million from listed securities investments in the first half of 2025, compared to a loss of HKD 2.2 million in the first half of 2024 [1] - Administrative expenses are projected to rise by about HKD 1.9 million, mainly due to the company's efforts to diversify its supply chain network and advance business development initiatives [1]

Group 1 - The company, Zhihua Group (01842.HK), reported a net loss of approximately HKD 5.8 million for the six months ending June 30, 2024, and anticipates a net loss increase of about 40% to 50% in the first half of 2025 [1] - The expected increase in net loss for the first half of 2025 is primarily due to a slight decline in revenue, mainly attributed to ongoing tariff-related pressures from the United States [1] - The company confirmed an unrealized loss of approximately HKD 3.3 million on listed securities investments for the first half of 2025, compared to a loss of HKD 2.2 million in the first half of 2024 [1] - Administrative expenses are expected to rise by approximately HKD 1.9 million, mainly due to the company's efforts to strengthen its diversified supply chain network and advance business development initiatives [1]

植华集团(01842)发布公告，与截至2024年6月30日止6个月约580万港元的亏损净额相比，集团可能于 2025年上半年取得亏损净额增加约40%至50%。预期2025年上半年的亏损净额增加乃主要由于(i)2025年 上半年的收益轻微下降，乃主要由于美国持续的关税相关压力;(ii)确认2025年上半年上市证券投资公平 值未变现亏损约330万港元，而2024年上半年则取得亏损220万港元;及(iii)行政开支增加约190万港元， 乃主要由于集团加强多元化供应链网络及推进业务发展措施所致。 ...

Core Viewpoint - Zhihua Group (01842) anticipates a significant increase in net losses for the first half of 2025, projecting a rise of approximately 40% to 50% compared to a net loss of about HKD 5.8 million for the first half of 2024 [1] Financial Performance - The expected increase in net losses for the first half of 2025 is primarily attributed to a slight decline in revenue, mainly due to ongoing tariff pressures from the United States [1] - The company expects to recognize an unrealized loss of approximately HKD 3.3 million from listed securities investments in the first half of 2025, compared to a loss of HKD 2.2 million in the first half of 2024 [1] - Administrative expenses are projected to increase by approximately HKD 1.9 million, primarily due to the company's efforts to enhance its diversified supply chain network and advance business development initiatives [1]

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） 本公司仍在落實本集團於二零二五年上半年的綜合中期業績。本公告所載資料僅 為董事會根據本集團未經審核綜合管理賬目作出的初步評估。有關資料尚未經本 公司核數師或董事會審核委員會審閱，因此可予調整。預期本集團於二零二五年 上半年的中期業績將於二零二五年八月底前刊發。 – 1 – 股東及本公司潛在投資者於買賣本公司股份時務請審慎行事。 承董事會命 植華集團投資控股有限公司 主席兼執行董事 Thomas Berg 香港，二零二五年八月一日 （股份代號：1842） 內幕消息 盈利警告 本公告由植華集團投資控股有限公司（「本公司」，連同其附屬公司統稱「本集團」） 董事（「董事」）會（「董事 ...

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]