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 2020 年報 公司資料 2 財務摘要 3 主席報告 4 管理層討論與分析 6 董事及高級管理層履歷 13 企業管治報告 18 董事會報告 31 獨立核數師報告 44 綜合損益及其他全面收入表 50 綜合財務狀況表 51 綜合權益變動表 53 綜合現金流量表 55 綜合財務報表附註 56 五年財務概要 130 目錄 公司資料 執行董事 Thomas Berg先生（主席） Morten Rosholm Henriksen先生 鄭偉民先生 Brian Worm先生（行政總裁） 非執行董事 馮炳昂先生 獨立非執行董事 鄧天樂先生 劉寧樺先生 蔣遠坤先生 審核委員會 鄧天樂先生（主席） 劉寧樺先生 蔣遠坤先生 提名委員會 Thomas Berg先生（主席） 鄧天樂先生 劉寧樺先生 蔣遠坤先生 薪酬委員會 劉寧樺先生（主席） 鄧天樂先生 蔣遠坤先生 Thomas Berg先生 公司秘書 薛雅麗女士 授權代表 Thomas Berg先生 薛雅麗女士 核數師 ...

Financial Performance - Revenue for the six months ended June 30, 2020, was HKD 196,662,000, representing an increase of 16.7% compared to HKD 168,400,000 for the same period in 2019[6] - The company reported a profit of HKD 3,438,000 for the period, a significant turnaround from a loss of HKD 9,325,000 in the previous year[6] - Basic and diluted earnings per share for the period were HKD 0.34, compared to a loss of HKD 1.12 per share in the same period last year[6] - Gross profit increased to HKD 51,513,000, up from HKD 46,324,000, reflecting a gross margin improvement[11] - The total comprehensive income for the six months ended June 30, 2020, was HKD 3,430 thousand, a recovery from a total comprehensive loss of HKD 9,452 thousand in the same period of 2019[20] - The company reported a net profit of HKD 3,438 thousand for the period, compared to a net loss of HKD 9,325 thousand in the previous year[20] - The group's operating profit for the six months ended June 30, 2020, was HKD 7,048,000, compared to an operating loss of HKD 5,494,000 in the same period of 2019[61] - Net profit attributable to shareholders for the reporting period was approximately HKD 3.4 million, an increase of HKD 12.7 million compared to a loss of HKD 9.3 million in the same period of 2019[106] Assets and Liabilities - Total assets as of June 30, 2020, amounted to HKD 370,060,000, an increase from HKD 340,142,000 at the end of 2019[7] - Current liabilities increased to HKD 238,484,000 from HKD 206,039,000, while non-current liabilities decreased to HKD 6,234,000 from HKD 12,191,000[7] - The company's net asset value rose to HKD 125,342,000, compared to HKD 121,912,000 at the end of 2019[7] - Total liabilities increased to HKD 244,718 thousand, up from HKD 218,230 thousand, representing a growth of approximately 12.1% year-over-year[17] - Total equity and liabilities amounted to HKD 370,060 thousand, compared to HKD 340,142 thousand, indicating an increase of about 8.8%[17] - The company's total current liabilities reached HKD 238,484 thousand, an increase from HKD 206,039 thousand, marking a rise of approximately 15.7%[17] Cash Flow and Financing - Net cash flow from operating activities for the six months ended June 30, 2020, was HKD 40,603 thousand, significantly higher than HKD 13,786 thousand for the same period in 2019, reflecting a growth of approximately 194.5%[22] - Cash and cash equivalents at the end of the period stood at HKD 15,501 thousand, compared to HKD 78,085 thousand at the end of the previous period, showing a decrease of about 80.2%[25] - The company raised HKD 85,000 thousand from share issuance during the reporting period[25] - The company reported a financing cost of HKD 3,091,000 for the six months ended June 30, 2020[61] - The group’s financing income for the six months ended June 30, 2020, was HKD 469,000, indicating a decrease from the previous year[61] - The company recorded financing costs of HKD 2,622,000 for the first half of 2020, a decrease from HKD 3,382,000 in the same period of 2019, representing a reduction of about 22%[73] Operational Highlights - The company plans to continue focusing on market expansion and new product development to drive future growth[10] - The company has accelerated the construction of overseas manufacturing capabilities to mitigate risks associated with the US-China trade disputes[99] - The company experienced production disruptions due to the COVID-19 pandemic, affecting product development and delivery schedules[100] - The company’s management believes that the measures taken to address the US-China trade disputes are timely and prudent strategies to enhance future sales in the US market[99] - The company plans to enhance sales and marketing strategies, improve service levels, and seek opportunities outside the U.S. market to mitigate the impacts of the COVID-19 pandemic and U.S.-China trade disputes[122] Shareholder Information - Major shareholder Berg Group holds a 59.49% stake in the company, representing 594,900,000 shares[140] - Another significant shareholder, Mr. Tsai Chung-Yan, holds 8.56% of the company, equating to 85,860,000 shares[140] Compliance and Governance - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited interim consolidated financial information and found it compliant with applicable accounting standards[145] - The company has no significant contingent liabilities as of June 30, 2020[111] - The company has no major investments as of June 30, 2020[118] - The company has no significant post-reporting period events[114] - The company has not engaged in any arrangements allowing directors or key executives to acquire securities during the reporting period[143] - There were no purchases, sales, or redemptions of the company's listed securities by the company or its subsidiaries during the reporting period[144]

Financial Performance - Revenue for the year ended December 31, 2019, was HKD 304.79 million, a decrease of 55.1% compared to HKD 677.46 million in 2018[6] - The company reported a loss of HKD 29.5 million for the year, compared to a profit of HKD 27.12 million in the previous year[6] - Basic and diluted loss per share was HKD 3.22, down from earnings of HKD 3.27 per share in 2018[6] - Total assets decreased to HKD 340.14 million from HKD 427.98 million in 2018, representing a decline of 20.5%[6] - Current liabilities were reduced to HKD 206.04 million from HKD 324.02 million, a decrease of 36.3%[6] - The cost of sales decreased by approximately HKD 296.6 million or 56.8% to about HKD 226.0 million, resulting in an overall gross margin improvement from 22.9% to 25.9%[20] - Administrative expenses decreased to approximately HKD 69.3 million from HKD 71.5 million, primarily due to the consolidation and streamlining of supply chain and administrative functions[22] - The net financing cost increased to approximately HKD 8.1 million from HKD 5.5 million, attributed to a rise in average outstanding interest-bearing debt[22] - The company has a distributable reserve of HKD 110.3 million as of December 31, 2019, compared to HKD 59.1 million in 2018, indicating a significant increase of 86.5%[150] Debt and Equity - The debt-to-equity ratio improved to 79.6% from 117.5% in the previous year, indicating a stronger financial position[6] - The debt-to-equity ratio improved to 79.6% from 117.5% due to the issuance of new shares following the company's listing[23] Business Strategy and Operations - The company plans to expand its production bases to Bangladesh and Cambodia to mitigate import tariffs and leverage international trade policies[12] - The management aims to diversify the supply chain to maintain operational efficiency and price competitiveness[12] - The company is exploring opportunities in the sports fashion sector by collaborating with leading brands to enhance revenue sources and product variety[11] - The company has been in the backpack and luggage manufacturing business since 1989, leveraging its production base in China while adapting to rising manufacturing costs[12] - The company plans to upgrade its IT management systems to improve operational efficiency and customer communication[46] - The company has suspended plans to enhance and improve manufacturing capabilities due to an uncertain market outlook[43] Corporate Governance - The company has a strong commitment to good corporate governance, ensuring accountability and protecting shareholder interests[77] - The board consists of eight members, including three executive directors, two non-executive directors, and three independent non-executive directors, promoting a balanced composition[79] - The company has adhered to the corporate governance code as per the listing rules, ensuring compliance with all applicable provisions[77] - The management team has extensive experience, with key members having over 12 years in finance and manufacturing, and over 34 years in operations and production[70][73] - The company has implemented a standard code of conduct for securities trading by directors, confirming compliance since the listing date[78] - The independent non-executive director provides independent opinions and is a member of the audit, remuneration, and nomination committees[68] - The board has adopted a diversity policy to enhance the quality of board performance, considering factors such as gender, age, cultural background, and professional skills[83] Risk Management - The company has implemented internal control measures and engaged independent consultants to review its risk management and internal control systems, which are deemed effective and adequate by the board[128] - The board has confirmed its responsibility for the company's risk management and internal control systems, with annual reviews submitted to the board and audit committee[127] - The company has not established an internal audit function but has taken measures to fulfill this role through independent consultants[128] Employee and Management - The group employed approximately 769 staff members as of December 31, 2019, down from 1,045 the previous year[32] - The total employee cost includes salaries, wages, other allowances, redundancy costs, and pension costs, excluding director remuneration[187] - The company aims to attract and retain valuable employees through performance-based compensation and training initiatives[187] - The company continues to focus on enhancing its employee performance evaluation and training programs to improve overall operational efficiency[187] Market Conditions - The ongoing US-China trade disputes have significantly impacted the company's revenue during the reporting period[45] - The group is currently assessing the potential impacts of the COVID-19 pandemic on its financial condition and operational performance[30] - The company remains optimistic about future growth despite challenges posed by the pandemic and trade disputes[45] Shareholder Information - The company does not recommend the payment of a final dividend for the reporting period[39] - The board has adopted a dividend policy to balance shareholder interests with prudent capital management[151] - The board will periodically review the dividend policy as applicable[153] - The group has maintained stable relationships with major customers, enhancing its position as a leading manufacturer and exporter of backpacks and luggage[164] Miscellaneous - The company has not made any significant investments during the reporting period[36] - The company has pledged assets worth approximately HKD 20.583 million in land and buildings to secure general bank financing[37] - The group has not made any donations during the reporting period[169] - The group has not purchased, sold, or redeemed any of its securities since the listing date[156] - The annual general meeting is scheduled for June 30, 2020, with a suspension of shareholder registration from June 24 to June 30, 2020[170][171]

Financial Performance - Revenue for the six months ended June 30, 2019, was HKD 168.4 million, a decrease of 45% compared to HKD 305.8 million in the same period of 2018[5]. - The company reported a loss of HKD 9.3 million for the period, compared to a loss of HKD 2.8 million in the previous year, representing an increase in loss of 237%[9]. - Basic and diluted loss per share was HKD 1.12, compared to HKD 0.33 in the same period last year[9]. - The group reported an operating loss of HKD 5,494,000 for the six months ended June 30, 2019, compared to an operating loss of HKD 549,000 in the same period of 2018[56]. - The company reported a total comprehensive loss of HKD 127,000 for the six months ended June 30, 2019, compared to a total comprehensive loss of HKD 4,217,000 for the same period in 2018[18]. - For the six months ended June 30, 2019, the company reported a net loss of HKD 9,325,000, compared to a net loss of HKD 2,752,000 for the same period in 2018, representing an increase in loss of approximately 238%[72]. Assets and Liabilities - Total assets increased to HKD 442.4 million as of June 30, 2019, from HKD 428.0 million at the end of 2018, reflecting a growth of 3.3%[5]. - Current assets rose to HKD 357.3 million, up from HKD 338.3 million, indicating a 5.5% increase[5]. - Total liabilities decreased to HKD 299.8 million from HKD 347.9 million, a reduction of 13.8%[5]. - Net assets increased significantly to HKD 142.5 million from HKD 80.1 million, marking an increase of 77.8%[5]. - The company’s total equity as of June 30, 2019, was HKD 142,544,000, reflecting changes due to share issuance and comprehensive losses[18]. Cash Flow - The company reported a net cash inflow from operating activities of HKD 13,786,000 for the six months ended June 30, 2019, compared to HKD 50,812,000 for the same period in 2018, representing a decrease of approximately 72.9%[19]. - The company generated a net cash inflow from investing activities of HKD 32,424,000 for the six months ended June 30, 2019, compared to a net cash outflow of HKD 9,762,000 in the same period of 2018[19]. - The company’s cash flow from financing activities showed a net inflow of HKD 32,087,000, contrasting with a net outflow of HKD 17,533,000 in the previous year[22]. - As of June 30, 2019, the company had cash and cash equivalents of approximately HKD 78.1 million, an increase of about HKD 77.5 million compared to December 31, 2018, primarily due to the issuance of 170,000,000 shares at HKD 0.5 per share, raising a total of HKD 85.0 million[25]. Share Issuance and Equity - The company raised HKD 85,000,000 from share issuance during the reporting period, with share issuance costs amounting to HKD 13,069,000[22]. - The average number of issued shares increased slightly to 831,889,000 from 830,000,000, resulting in a basic loss per share of HKD 1.12 compared to HKD 0.33 in 2018[72]. - The debt-to-equity ratio improved to 47.7% as of June 30, 2019, compared to 117.5% as of December 31, 2018, primarily due to the increase in equity from the new share issuance[25]. Operational Efficiency and Strategy - The company is focusing on enhancing operational efficiency and exploring new market opportunities to drive future growth[7]. - The company aims to strengthen its position in the backpack and luggage industry by enhancing design and development capabilities, expanding sales and marketing networks, and improving manufacturing efficiency[125]. - The company experienced a delay in several new product development projects, which contributed to the decrease in sales of its own label products[100]. Expenses and Cost Management - The cost of goods sold decreased significantly to HKD 88,638,000, down 55% from HKD 197,418,000 in the previous year[68]. - Employee benefits expenses were reduced to HKD 44,868,000, a decrease of 27% compared to HKD 61,669,000 in 2018[68]. - The company's administrative expenses decreased from approximately HKD 39.6 million for the six months ended June 30, 2018, to approximately HKD 38.4 million for the same period in 2019, a reduction of about HKD 1.2 million[104]. Market and Economic Conditions - The board acknowledges the potential threats from the recent developments in the US-China trade dispute, but believes that the burden of tariffs will be borne by customers rather than the company[123]. - Future strategies to mitigate potential impacts from tariffs include collaborating with customers to pass on some or all of the tariffs to end customers and engaging manufacturers in other Asia-Pacific countries to take on production orders[124]. Compliance and Governance - The audit committee has been established to review the financial reporting process and internal controls[152]. - The unaudited interim financial information has been discussed and reviewed by the audit committee[152]. - The company maintains a public float of at least 25% as required by listing rules[131].