Group 1 - The company, Ebolu (01856), anticipates a net loss of approximately HKD 21.8 million for the six months ending June 30, 2025, which is a significant increase from a net loss of about HKD 5.3 million in the same period of 2024 [1] - The expected loss is primarily attributed to weak consumer market sentiment, slow economic recovery, and fragile consumer confidence [1] - The company has noted that macroeconomic uncertainties and geopolitical tensions have led to a more conservative order volume from clients [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之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不就因本公告全部或任 何部分內容所產生或因依賴該等內容而引致之任何損失承擔任何責任。 ERNEST BOREL HOLDINGS LIMITED 依 波 路 控 股 有 限 公 司 （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號：1856） 盈利警告 本公告乃依波路控股有限公司（「本公司」，連同其附屬公司統稱「本集團」）根據 香港聯合交易所有限公司證券上市規則（「上市規則」）第13.09條及香港法例第571 章證券及期貨條例第XIVA部項下的內幕消息條文（定義見上市規則）作出。 本公司董事會（「董事會」）謹此通知本公司股東（「股東」）及潛在投資者，根據對 截至2025年6月30日止六個月的未經審核綜合管理賬目的初步審閱，預期本集團於 該期間將錄得約港幣21.8百萬元的淨虧損，相較於2024年同期約港幣5.3百萬元的淨 虧損有所擴大。預期虧損主要由於消費市場情緒疲弱、經濟復甦緩慢及消費者信心 脆弱所致。受宏觀經濟不確定性及地緣政治緊張局勢影響，客戶的訂單量趨於保 ...

[Supplemental Announcement to the 2024 Annual Report](index=1&type=section&id=Supplemental%20Announcement%20to%20the%202024%20Annual%20Report) This supplemental announcement provides detailed disclosures on continuing connected transactions, related party transactions, and compliance with listing rules, clarifying information from the 2024 annual report [1. Continuing Connected Transactions](index=1&type=section&id=1.%20Continuing%20Connected%20Transactions) This section details the main terms, pricing policies, and proposed annual caps for continuing connected transactions with Crown City Group and Jun Guang Group [a. Crown City Product and Service Master Framework Agreement](index=1&type=section&id=a.%20Crown%20City%20Product%20and%20Service%20Master%20Framework%20Agreement) This agreement between the company and controlling shareholder Crown City Group covers mutual provision of watches, accessories, and labor services, outlining pricing policies and annual transaction caps until December 31, 2025 - The contracting parties are the Company and Crown City Group (the Company's controlling shareholder)[3](index=3&type=chunk)[4](index=4&type=chunk) - The agreement period is from January 1, 2023, to December 31, 2025[4](index=4&type=chunk) - Transaction nature includes Crown City Group providing watches, accessories, and watch labor services to the Group, and the Group providing watches, accessories, and watch labor services to Crown City Group[6](index=6&type=chunk) - Pricing policy requires product and service unit prices to refer to price lists generally applicable to all independent third parties, determined through fair negotiation and on normal commercial terms, and not less favorable than current market prices for similar categories and quality of products or services provided by independent third parties[5](index=5&type=chunk)[6](index=6&type=chunk) Proposed Annual Caps and Actual Balances for Crown City Product and Service Master Framework Agreement | Period / Fiscal Year | Proposed Annual Cap (HKD) | Actual Balance (HKD) | | :------------------- | :------------------------ | :------------------- | | **Products** | | | | For the year ended December 31, 2023 | 9,500,000 | 640,000 | | For the year ended December 31, 2024 | 9,500,000 | 5,880,000 | | For the year ended December 31, 2025 | 9,500,000 | 9,500,000 | | **Services** | | | | For the year ended December 31, 2023 | 500,000 | 484,000 | | For the year ended December 31, 2024 | 500,000 | 500,000 | | For the year ended December 31, 2025 | 500,000 | 500,000 | [b. Jun Guang Processing Service Master Framework Agreement](index=3&type=section&id=b.%20Jun%20Guang%20Processing%20Service%20Master%20Framework%20Agreement) This agreement between the company and Jun Guang Group covers the provision of watch component processing services by the Group, specifying commercial terms and annual caps until September 30, 2024 - The contracting parties are the Company and Jun Guang Group[9](index=9&type=chunk) - The agreement period is from December 1, 2023, to September 30, 2024[9](index=9&type=chunk) - The subject matter is the Group providing watch component processing services to Jun Guang Group from time to time[10](index=10&type=chunk) - Pricing policy requires service fees and terms to be on normal commercial terms, not less favorable than those available from independent third parties, referencing the Group's general price list for all customers, and compared with at least two similar service transactions with independent third parties[10](index=10&type=chunk)[11](index=11&type=chunk) Proposed Annual Caps and Actual Balances for Jun Guang Processing Service Master Framework Agreement | Period | Proposed Annual Cap (HKD) | Actual Balance (HKD) | | :------------------------- | :------------------------ | :------------------- | | Period from December 1, 2023 to December 31, 2023 | 4,000,000 | 1,792,000 | | Period from January 1, 2024 to September 30, 2024 | 10,000,000 | 3,615,000 | [2. Related Party Transactions](index=5&type=section&id=2.%20Related%20Party%20Transactions) This section clarifies related party transactions, detailing the nature and amounts of transactions with Crown City Group's fellow subsidiaries and Jun Guang Group's associated companies, primarily involving sales, purchases, and leasing [a. Crown City Group](index=5&type=section&id=a.%20Crown%20City%20Group) This section lists specific transactions between the Group and various fellow subsidiaries of Crown City Group for the 2024 fiscal year, including sales, purchases, and leasing, totaling approximately HKD 3.62 million under the Product and Service Master Framework Agreement Transactions with Crown City Group Fellow Subsidiaries (FY2024) | Related Party Name | Relationship | Transaction Nature | HKD Thousand | | :------------------------------------- | :---------------- | :----------------- | :----------- | | Guangdong Juxin Watch Co., Limited | Fellow Subsidiary | Sales of Goods | 975 | | Shenzhen Permanence Commerce Co., Limited | Fellow Subsidiary | Sales of Goods | 213 | | Corum Watches Malaysia SND BHD | Fellow Subsidiary | Sales of Goods | 11 | | Corum Watches Singapore Pte. Ltd | Fellow Subsidiary | Sales of Goods | 290 | | Corum (Hong Kong) Limited | Fellow Subsidiary | Rental Income | 300 | | Jilin Dayou Watch Limited | Fellow Subsidiary | Sales of Goods | 201 | | EBOHR Luxuries International Co., Limited | Fellow Subsidiary | Sales of Goods | 84 | | | | Rental Expense | 546 | | Difushi Watch (Shenzhen) Co., Limited | Fellow Subsidiary | Purchases of Goods | 12 | | Montres Corum Sàrl | Fellow Subsidiary | Sales of Goods | 875 | | Zhuhai Rossini Watch Industry Limited | Fellow Subsidiary | Sales of Goods | 58 | | PAMA Precision Manufacturing Ltd. | Fellow Subsidiary | Purchases of Goods | 55 | - For the year ended December 31, 2024, the total value of product and service transactions under the Product and Service Master Framework Agreement was approximately **HKD 3,620,000**[16](index=16&type=chunk) [b. Jun Guang Group](index=6&type=section&id=b.%20Jun%20Guang%20Group) This section lists specific transactions between the Group and various associated companies of Jun Guang Group for the 2024 fiscal year, including sales and purchases, totaling approximately HKD 6.385 million under the Processing Service Master Framework Agreement for the nine months ended September 30, 2024 Transactions with Jun Guang Group Associated Companies (FY2024) | Related Party Name | Relationship | Transaction Nature | HKD Thousand | | :------------------------------------- | :---------------- | :----------------- | :----------- | | Shenzhen Crown City Jinxi Watch Industry Co., Limited | Associated Company | Sales of Goods | 1,809 | | | | Purchases of Goods | 51 | | Fair Future Industrial Limited | Associated Company | Sales of Goods | 3,965 | | Bestimever Limited | Associated Company | Purchases of Goods | 188 | | Qinzhou Jintai Precision Hardware Products Co., Limited | Associated Company | Sales of Goods | 343 | | | | Purchases of Goods | 29 | | **Total** | | | **6,385** | - For the nine months ended September 30, 2024, the total value of processing service transactions under the Processing Service Master Framework Agreement was approximately **HKD 6,385,000**[17](index=17&type=chunk) Shenzhen Crown City Jinxi Watch Industry Co., Limited Transactions (HKD Thousand) | Period | Amount | | :--------------- | :----- | | Jan-Sep 2024 | 1,809 | | Oct-Dec 2024 | 299 | | **Total** | **2,108** | Fair Future Industrial Limited Transactions (HKD Thousand) | Period | Amount | | :--------------- | :----- | | Jan-Sep 2024 | 3,965 | | Oct-Dec 2024 | 2,255 | | **Total** | **6,220** | [3. Compliance Statement and Board Information](index=6&type=section&id=3.%20Compliance%20Statement%20and%20Board%20Information) The company confirms compliance with Listing Rules Chapter 14A, clarifies that other related party transactions are either not continuing connected transactions or fully exempt, and lists the board of directors - The Company confirms compliance with the relevant provisions of Chapter 14A of the Listing Rules[18](index=18&type=chunk) - Except for continuing connected transactions disclosed in the 'Continuing Connected Transactions' section on page 56 of the annual report, all other related party transactions do not constitute continuing connected transactions or are fully exempt under Chapter 14A of the Listing Rules[19](index=19&type=chunk) - The Board of Directors includes Executive Directors Mr. Teguh Halim and Mr. Kong Lok, Non-executive Director Mr. Xiong Ying, and Independent Non-executive Directors Mr. Yu Chi Kit, Mr. Ng Tsz Yip, and Ms. Xiang Ting[19](index=19&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不就因本公告全部或任 何部分內容所產生或因依賴該等內容而引致之任何損失承擔任何責任。 ERNEST BOREL HOLDINGS LIMITED 依 波 路 控 股 有 限 公 司 董事會會議召開日期 依波路控股有限公司（「本公司」）董事會（「董事會」）宣佈，本公司謹訂於二零 二五年八月二十八日（星期四）舉行董事會會議，藉以（其中包括）考慮及批准本 公司及其附屬公司截至二零二五年六月三十日止六個月之中期業績，以及考慮派 發中期股息（如有）。 承董事會命 依波路控股有限公司 主席 Teguh Halim 香港，二零二五年八月六日 於本公告日期，董事會包括下列成員： 執行董事： Teguh Halim先生及孔樂先生 非執行董事： 熊鷹先生 獨立非執行董事： 余志傑先生、吳梓爗先生及項婷女士 （ 於 開 曼 群 島 註 冊 成 立 之 有 限 公 司 ） （股份代號：1856） ...

致：香港交易及結算所有限公司 公司名稱: 依波路控股有限公司 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01856 | 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 | | | 10,000,000,000 | HKD | | 0.01 HKD | | | 100,000,000 | 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 截至月份: 2025年7月31日 狀態: 新提交 本月底法定/註 ...

Financial Performance - Revenue for the fiscal year 2024 decreased from approximately HKD 165.0 million in 2023 to about HKD 99.3 million in 2024, representing a decline of approximately 40%[10] - Gross profit margin fell from approximately 52.8% in 2023 to about 8.7% in 2024, with gross profit dropping from HKD 87.1 million to HKD 8.6 million[10] - The company reported a loss attributable to owners of approximately HKD 47.9 million for 2024, compared to a profit of HKD 18.9 million in 2023[10] - Earnings per share for 2024 were approximately HKD -13.31, down from HKD 5.30 in 2023[10] - The company has decided not to declare a final dividend for the fiscal year 2024, consistent with the previous year[10] - The company's revenue for the fiscal year 2024 was approximately HKD 99.3 million, a decrease of about 39.8% from HKD 165.0 million in 2023[30] - Gross profit fell to approximately HKD 8.6 million in 2024, down about 90.1% from HKD 87.1 million in 2023, with a gross margin of approximately 8.7% compared to 52.8% in the previous year[42] - The company reported a loss attributable to equity holders of approximately HKD 47.9 million for the fiscal year 2024, compared to a profit of HKD 18.9 million in 2023[30] - Sales costs increased by approximately 16.3% to about HKD 90.7 million in 2024, compared to HKD 77.9 million in 2023[41] - Other income decreased from approximately HKD 44.2 million in FY2023 to about HKD 38.9 million in FY2024, a reduction of approximately HKD 5.3 million[43] Market Performance and Strategy - The traditional watch sales experienced a significant decline, primarily due to over-reliance on the Chinese market, which accounted for over half of the sales points[12] - The company is actively participating in overseas exhibitions and adjusting marketing strategies to expand into international markets, including ASEAN and Dubai[12] - Sales in the smartwatch manufacturing segment increased compared to the previous year, but were affected by geopolitical factors and tariff issues, leading to more conservative order placements by clients[13] - Future sales strategies for traditional watches will focus on overseas markets, aiming to enhance brand recognition and develop exclusive designs for international buyers[14] - The company plans to stabilize customer orders in the smartwatch segment while controlling production costs and improving gross margins[14] - Revenue from the Chinese market decreased by approximately 37.9% to about HKD 81.9 million in 2024, accounting for approximately 82.5% of total revenue[32] - Sales in the Hong Kong and Macau markets increased by approximately 100.5% to about HKD 11.2 million in 2024, representing approximately 11.3% of total revenue[33] - Revenue from other markets, primarily in Europe, increased by approximately 62.7% to about HKD 3.4 million in 2024, accounting for approximately 3.4% of total revenue[34] Operational Changes and Employee Management - The total employee count increased by approximately 24.9% from 434 to 542 full-time employees, with total employee costs rising from approximately HKD 57 million to HKD 60.4 million[68] - The company encourages employee training and development, offering subsidies for external training courses[170] - Employee development is a priority, with the company providing training in management skills, sales, production, and quality control[198] - The employee turnover rate in mainland China reached 83.8%, significantly higher than Hong Kong's 5.4% and Switzerland's 10.8%[166] - The company reported zero work-related fatalities in the past three years, maintaining a safe working environment[168] Governance and Compliance - The company has adopted the corporate governance code as per the listing rules appendix 14, which is crucial for enhancing overall performance and accountability[84] - All directors have confirmed compliance with the standard code of conduct for securities trading as per listing rules appendix 10 for the fiscal year 2024[85] - The board consists of two executive directors, one non-executive director, and two independent non-executive directors, ensuring a diverse range of expertise and industry knowledge[87] - The company has established five committees: Audit, Remuneration, Nomination, Executive, and Investment, each with defined roles and responsibilities[99] - The Audit Committee includes members with appropriate professional qualifications and experience, ensuring effective oversight of financial reporting[100] - The company has implemented a whistleblowing policy to encourage employees to report potential violations, ensuring complete protection and confidentiality for whistleblowers[188] - The company has not faced any legal prosecution related to corruption or criminal offenses during the year[188] Environmental, Social, and Governance (ESG) Initiatives - The company has identified key ESG issues, including employee rights, safety and health, product quality and safety, and innovation management, to enhance performance in daily operations[132] - The report includes key performance indicators to track and list performance in resource utilization[136] - The total emissions of greenhouse gases for the year 2024 amounted to 96.61 tons of CO2 equivalent, a decrease of 22.6% from 124.88 tons in 2023[149] - The company aims to enhance resource efficiency and has implemented measures to track consumption patterns, leading to increased awareness of environmental conservation among employees[154] - The company has committed to sustainable waste management practices, including recycling old watch batteries and minimizing hazardous waste generation[150] - The company has established a procurement policy to control material purchases and minimize potential waste[154] - The company is committed to managing environmental and social risks in its supply chain, with specific practices in place for supplier selection and monitoring[192] Future Outlook - The external economic environment is expected to be complex and challenging, impacting the watch industry negatively in 2025[71] - The group plans to focus on inventory clearance and redesign existing watch inventory to improve cost efficiency and accelerate turnover[72] - In 2025, the group aims to enhance brand visibility through a new store design and promotional activities, including tiered gift offerings to stimulate sales[73] - The group intends to expand its market presence in Southeast Asia and North America, with a focus on increasing the number of duty-free stores in Singapore[77] - The company aims to reduce carbon emission density by 10% and energy consumption density by 10% by 2028[162]

Financial Performance - Revenue for the fiscal year ending December 31, 2024, decreased to approximately HKD 99.3 million from about HKD 165.0 million for the fiscal year ending December 31, 2023, representing a decline of approximately 40%[4] - Gross profit margin fell from approximately 52.8% in 2023 to about 8.7% in 2024, with gross profit decreasing from HKD 87.1 million to HKD 8.6 million[4] - The loss attributable to the company's owners for the fiscal year 2024 was approximately HKD 47.9 million, compared to a profit of about HKD 18.9 million in 2023[4] - Basic and diluted loss per share for 2024 was approximately HKD 0.1331, down from earnings of HKD 0.0530 per share in 2023[4] - The company reported a loss before tax of HKD 48,289,000 for 2024, compared to a profit of HKD 17,483,000 in 2023[21] - For the year ended December 31, 2024, the company reported a loss attributable to owners of HKD 47,938,000, compared to a profit of HKD 18,871,000 for 2023, resulting in a basic and diluted loss per share for 2024[25] - The company recorded a loss of approximately HKD 47.9 million in FY2024, compared to a profit of approximately HKD 18.9 million in FY2023[54] Assets and Liabilities - Non-current assets decreased from HKD 154.7 million in 2023 to HKD 87.4 million in 2024, primarily due to a reduction in goodwill and intangible assets[6] - Current assets decreased from HKD 501.3 million in 2023 to HKD 465.6 million in 2024, with inventory decreasing from HKD 324.8 million to HKD 288.1 million[6] - Total assets decreased to HKD 553,001,000 in 2024 from HKD 656,004,000 in 2023, reflecting a decline of approximately 15.7%[17] - Total liabilities increased from HKD 393.2 million in 2023 to HKD 409.9 million in 2024, with current liabilities remaining stable[6] - Total liabilities were HKD 451,096,000 in 2024, down from HKD 488,212,000 in 2023, indicating a reduction of about 7.6%[17] - The company's net asset value decreased from HKD 167.8 million in 2023 to HKD 101.9 million in 2024, reflecting a significant decline in reserves[7] Revenue Breakdown - Smartwatch segment revenue was HKD 38,008,000, down from HKD 111,983,000 in the previous year, representing a decline of 66%[21] - Revenue from external customers in China was HKD 81,884,000 in 2024, a decrease of 37.9% from HKD 131,849,000 in 2023[19] - Revenue from the Chinese market decreased by approximately 37.9% to about HKD 81.9 million, accounting for approximately 82.5% of total revenue in fiscal year 2024[40] - Revenue from the Hong Kong and Macau markets increased by approximately 100.5% to about HKD 11.2 million, accounting for approximately 11.3% of total revenue in fiscal year 2024[41] - Revenue from other markets, primarily in Europe, increased by approximately 62.7% to about HKD 3.4 million, accounting for approximately 3.4% of total revenue in fiscal year 2024[42] Expenses and Costs - The total cost of goods sold increased to HKD 90,656,000 in 2024 from HKD 77,932,000 in 2023, reflecting a rise of approximately 16.5%[21] - Sales cost increased by approximately 16.3% from about HKD 77.9 million in FY2023 to about HKD 90.7 million in FY2024[48] - Distribution expenses decreased by approximately 52.8% from about HKD 56.2 million in FY2023 to about HKD 26.5 million in FY2024[51] - Administrative expenses increased by approximately 19.0% from about HKD 50.4 million in FY2023 to about HKD 60.0 million in FY2024[52] Trade Receivables and Payables - The total trade receivables as of December 31, 2024, amounted to HKD 152,023,000, an increase of 8.9% from HKD 139,540,000 in 2023[26] - The impairment loss provision for trade receivables increased to HKD 17,058,000 in 2024 from HKD 14,115,000 in 2023, reflecting a rise in credit risk[28] - The company’s trade receivables aging analysis showed that receivables over 270 days increased significantly to HKD 78,867,000 in 2024 from HKD 39,590,000 in 2023[27] - Trade payables increased to HKD 49,225,000 in 2024 from HKD 37,231,000 in 2023, reflecting a growing obligation[34] Corporate Governance and Future Outlook - The company is committed to maintaining high standards of corporate governance to protect shareholder interests and enhance corporate value[84] - The company has established a review committee to ensure compliance with the Hong Kong Stock Exchange's listing rules regarding independent non-executive director numbers[81] - The company plans to innovate traditional watch designs and improve inventory turnover to adapt to market changes[71] - The outlook for the watch industry in 2025 is expected to be challenging due to economic uncertainties and competition from smartwatches[70] - The company anticipates that the audited profit after tax for the year ending December 31, 2025, will also be less than HKD 30 million[33] Dividends - The board of directors has resolved not to recommend the payment of a final dividend for the fiscal year 2024, consistent with the previous year[4] - The company did not declare any dividends for the years ended December 31, 2024, and 2023[24] - The company will not recommend a final dividend for the fiscal year 2024, consistent with the previous year[87] Employee and Operational Changes - The total number of full-time employees increased by approximately 24.9% from 434 in FY2023 to 542 in FY2024, with total employee costs rising to about HKD 60.4 million[66] - The company emphasizes strict performance evaluations across sales departments, focusing on invoicing, collections, and profit metrics[83]

Financial Performance - Revenue for the first half of the fiscal year 2024 decreased by approximately 51.4%, from about HKD 82.5 million in the first half of fiscal year 2023 to about HKD 40.1 million[7]. - Gross profit decreased to approximately HKD 19.4 million in the first half of fiscal year 2024, down from about HKD 44.1 million in the same period of fiscal year 2023, resulting in a gross margin decline from approximately 53.4% to 48.5%[8]. - The loss attributable to equity holders for the first half of fiscal year 2024 was approximately HKD 5.3 million, compared to a profit of about HKD 1.3 million in the first half of fiscal year 2023[7]. - The basic and diluted loss per share for the first half of fiscal year 2024 was approximately HKD 0.0148, while the basic and diluted earnings per share for the first half of fiscal year 2023 were approximately HKD 0.0036[7]. - Total revenue decreased by approximately 51.4% from about HKD 82.5 million in the first half of the 2023 fiscal year to about HKD 40.1 million in the first half of the 2024 fiscal year[14]. - Watch business revenue decreased by approximately 62.5% from about HKD 61.3 million in the first half of the 2023 fiscal year to about HKD 23 million in the first half of the 2024 fiscal year[15]. - The company reported a net loss attributable to owners of HKD 5,337,000 for the six months ended June 30, 2024, compared to a profit of HKD 1,271,000 in the same period of 2023[50]. - The company reported a foreign exchange loss of HKD 8,103,000 for the period, compared to a gain of HKD 7,285,000 in the same period last year[50]. - The net loss after tax for the six months ended June 30, 2024, was HKD 5,337 thousand, compared to a profit of HKD 1,271 thousand for the same period in 2023[59]. Market and Strategic Focus - The company plans to expand its overseas market presence, particularly in Europe and Southeast Asia, to mitigate challenges in the Chinese retail market[9]. - The company is focusing on enhancing its online sales platforms and marketing efforts to adapt to changing consumer preferences post-pandemic[10]. - The company aims to diversify its product offerings and innovate in watch design and functionality to attract consumers[10]. - The group is enhancing brand awareness through various marketing strategies, targeting younger and international consumers, and has increased collaboration with social media influencers to promote products[35]. - The group is restructuring its online sales team and establishing a dedicated international market team to enhance overseas marketing capabilities and increase sales on international e-commerce platforms[37]. - The group plans to continue expanding its smart manufacturing business segment, which is expected to drive future revenue growth[58]. Revenue Breakdown - Revenue from the Chinese segment decreased by approximately 66.5% from about HKD 55.9 million in the first half of the 2023 fiscal year to about HKD 18.7 million in the first half of the 2024 fiscal year, accounting for approximately 81% of total watch business revenue[11]. - Revenue from the Hong Kong and Macau markets decreased by approximately 59% from about HKD 4.4 million in the first half of the 2023 fiscal year to about HKD 1.8 million in the first half of the 2024 fiscal year, representing about 8% of total watch business revenue[11]. - Revenue from other markets increased by approximately 127% from about HKD 1.1 million in the first half of the 2023 fiscal year to about HKD 2.5 million in the first half of the 2024 fiscal year, accounting for about 11% of total watch business revenue[12]. - Total revenue for the six months ended June 30, 2024, was HKD 40,068 thousand, with watch business contributing HKD 22,965 thousand and smart manufacturing business contributing HKD 17,103 thousand[58]. Cost Management - Distribution expenses decreased by approximately 67.7% from about HKD 23.5 million in the first half of the 2023 fiscal year to about HKD 7.6 million in the first half of the 2024 fiscal year, representing about 19% of total revenue[22]. - Administrative expenses increased by approximately 57.5% from about HKD 21.4 million in the first half of the 2023 fiscal year to about HKD 33.7 million in the first half of the 2024 fiscal year[23]. - The group aims to control administrative expenses and operational costs while exploring diverse revenue channels to achieve cost-saving goals[39]. Inventory and Employee Management - As of June 30, 2024, inventory decreased by approximately HKD 6.7 million to about HKD 318.1 million from about HKD 324.8 million as of December 31, 2023[25]. - As of June 30, 2024, the group had 399 full-time employees, down from 446 on December 31, 2023, with total employee costs for the first half of the fiscal year amounting to approximately HKD 25.6 million, compared to HKD 26.7 million in the same period of the previous fiscal year[32]. - The company’s total employee costs for the six months ended June 30, 2024, were HKD 25,649,000, a slight decrease from HKD 26,708,000 in the same period of 2023[67]. Financial Position - Total assets as of June 30, 2024, were HKD 465,518,000, a decrease from HKD 501,310,000 as of December 31, 2023[51]. - Current liabilities decreased to HKD 386,653,000 from HKD 393,243,000 at the end of 2023, reflecting a reduction of 1.5%[52]. - The company's net asset value as of June 30, 2024, was HKD 154,460,000, down from HKD 167,792,000 at the end of 2023, a decline of 7.9%[52]. - Trade receivables as of June 30, 2024, amounted to HKD 133,121,000, down from HKD 139,540,000 as of December 31, 2023, a decrease of 5%[71]. - The aging analysis of trade receivables showed that amounts overdue for more than 270 days increased to HKD 55,404,000 as of June 30, 2024, compared to HKD 39,590,000 as of December 31, 2023, an increase of 40%[73]. Shareholder Information - The group disclosed that Teguh Halim holds approximately 0.14% of the company's issued shares, with 6,000,000 shares owned[40]. - As of June 30, 2024, the company has a total of 360,257,512 shares issued[45]. - International Brand Limited holds 205,834,485 shares, representing approximately 57.14% of the total issued shares[43]. - The major shareholder, Chao Feng Limited, holds 217,634,485 shares, accounting for 60.41% of the total issued shares[43]. - The company has not implemented any share option plans since the previous plan expired on June 24, 2024[46]. Compliance and Governance - The audit committee, consisting of three independent non-executive directors, reviewed the interim results for the six months ended June 30, 2024[48]. - The company has complied with all corporate governance codes as per the listing rules during the reporting period[46]. - The company has established a standard code for securities trading by directors, which has been adhered to during the reporting period[47].

Financial Performance - Revenue for the first half of the fiscal year 2024 decreased to approximately HKD 40.1 million from about HKD 82.5 million in the same period of fiscal year 2023, representing a decline of approximately 51.5%[1] - Gross profit margin fell from approximately 53.4% in the first half of fiscal year 2023 to about 48.5% in the first half of fiscal year 2024, with gross profit decreasing from approximately HKD 44.1 million to about HKD 19.4 million[1] - The loss attributable to owners of the company for the first half of fiscal year 2024 was approximately HKD 5.3 million, compared to a profit of about HKD 1.3 million in the same period of fiscal year 2023[1] - Basic and diluted loss per share for the first half of fiscal year 2024 was approximately HKD 1.48, while the basic and diluted earnings per share for the first half of fiscal year 2023 was approximately HKD 0.36[1] - Total comprehensive loss for the period amounted to approximately HKD 13.3 million, compared to a total comprehensive income of about HKD 8.7 million in the same period of the previous year[3] Asset and Liability Changes - Non-current assets decreased from approximately HKD 154.7 million as of December 31, 2023, to about HKD 141.8 million as of June 30, 2024[4] - Current assets decreased from approximately HKD 501.3 million as of December 31, 2023, to about HKD 465.5 million as of June 30, 2024[4] - Current liabilities decreased from approximately HKD 393.2 million as of December 31, 2023, to about HKD 386.7 million as of June 30, 2024[5] - Total equity attributable to owners of the company decreased from approximately HKD 167.8 million as of December 31, 2023, to about HKD 154.5 million as of June 30, 2024[6] Cash Position and Financing - The company reported a net cash position of approximately HKD 9.7 million in bank balances and cash as of June 30, 2024, compared to HKD 5.9 million as of December 31, 2023[4] - The company incurred financing costs of HKD 4,439,000 for the six months ended June 30, 2024, compared to HKD 4,840,000 in the previous year, showing a reduction of 8.3%[12] - The financing costs increased by approximately HKD 0.4 million or about 9.1% to approximately HKD 4.8 million in the first half of the 2024 fiscal year[37] Revenue Breakdown - Total revenue for the six months ended June 30, 2024, was HKD 82,542,000, compared to HKD 40,068,000 for the same period in 2023, representing a 106.5% increase[12] - The watch segment generated revenue of HKD 61,339,000, while the smart manufacturing segment contributed HKD 21,203,000, indicating strong performance in both areas[12] - Revenue from external customers in China was HKD 32,409,000 for the six months ended June 30, 2024, down from HKD 61,939,000 in the same period of 2023, indicating a decline of 47.6%[13] - The number of sales points in China as of June 30, 2024, was 618, with revenue from this segment decreasing by approximately 66.5% to HKD 18.7 million, accounting for about 81% of total watch business revenue[26] - Sales in the Hong Kong and Macau markets decreased by approximately 59% to HKD 1.8 million, representing about 8% of total watch business revenue[27] - Revenue from other markets, primarily in Southeast Asia and Europe, increased by approximately 127% to HKD 2.5 million, accounting for about 11% of total watch business revenue[28] Profitability and Cost Management - The company reported a pre-tax profit of HKD 1,011,000 for the six months ended June 30, 2024, compared to a pre-tax loss of HKD 6,711,000 for the same period in 2023[12] - The net profit after tax for the six months ended June 30, 2024, was HKD 1,271,000, a significant recovery from a net loss of HKD 5,337,000 in the previous year[18] - The total employee cost for the first half of the 2024 fiscal year was approximately HKD 25.6 million, down from approximately HKD 26.7 million in the same period of the 2023 fiscal year[43] - The distribution expenses decreased by approximately HKD 15.9 million or about 67.7% to approximately HKD 7.6 million, representing about 19% of total revenue in the first half of the 2024 fiscal year[35] Strategic Plans and Market Focus - The company plans to expand its online sales platforms overseas and enhance marketing efforts through exhibitions to attract foreign customers[25] - The company aims to diversify its product offerings and innovate in design and functionality to adapt to changing market conditions and improve profitability[25] - The company plans to enhance its product offerings by designing men's, women's, and couple's watch series that align with market trends and consumer preferences[44] - The company aims to increase brand awareness through various marketing strategies, targeting younger and more international consumers, and has restructured its online sales team to focus on international markets[44][46] - The company will actively participate in overseas exhibitions and visit international clients to expand its customer base[44] - The company is shifting its business model from a focus on the Chinese market to attracting more international clients[48] Governance and Compliance - The company has adhered to all corporate governance codes as of June 30, 2024[50] - All directors have confirmed compliance with the standard code of conduct regarding securities trading during the six months ending June 30, 2024[51] - The audit committee has been established to oversee financial reporting and internal controls, consisting of three independent non-executive directors[52] - The interim results for the six months ending June 30, 2024, have been reviewed and deemed compliant with applicable accounting standards[52] - No purchase, sale, or redemption of the company's listed securities occurred during the six months ending June 30, 2024[52] - The interim report will be published on the Hong Kong Stock Exchange and the company's website[52]

[Announcement Overview](index=1&type=section&id=Announcement%20Overview) This announcement provides supplementary information to Ebohr Holdings Limited's annual report for the year ended December 31, 2023, further elaborating on content from previous announcements, circulars, and annual reports [Report Background](index=1&type=section&id=Report%20Background) This section outlines the purpose of the announcement as a supplement to the company's annual report for the year ended December 31, 2023 - This announcement supplements Ebohr Holdings Limited's annual report for the year ended December 31, 2023, aiming to provide additional information[1](index=1&type=chunk) [Profit Compensation Mechanism and Settlement](index=1&type=section&id=Profit%20Compensation%20Mechanism%20and%20Settlement) This section details the calculation and settlement of the profit compensation due to Goldenxi Group's failure to meet its guaranteed profit target for 2023 [Profit Compensation Calculation](index=1&type=section&id=Profit%20Compensation%20Calculation) Goldenxi Group failed to meet its HKD 30 million guaranteed after-tax net profit for FY2023, resulting in a HKD 30.5 million shortfall and a required compensation of HKD 45.8 million - Goldenxi Group's guaranteed consolidated after-tax net profit for FY2023 was **HKD 30 million**[2](index=2&type=chunk) - Goldenxi Group recorded an annual consolidated net loss of approximately **HKD 0.5 million** for the year ended December 31, 2023[2](index=2&type=chunk) 2023 Profit Guarantee and Compensation | Indicator | Amount (HKD) | | :--- | :--- | | 2023 Profit Guarantee | 30,000,000 | | 2023 Actual Net Loss | (500,000) | | Profit Difference | 30,500,000 | | Profit Compensation Multiple | 1.5 times | | **2023 Profit Compensation Amount** | **45,800,000** | [Profit Compensation Settlement](index=2&type=section&id=Profit%20Compensation%20Settlement) The HKD 45.8 million profit compensation for 2023 was settled by March 2024 through various offsets, including outstanding cash consideration and intercompany balances - The offsetting sequence for 2023 profit compensation was: first by consideration shares, then by deducting the first installment of outstanding cash consideration of **HKD 13.33 million**[4](index=4&type=chunk) - The acquisition of Goldenxi Group was completed on April 19, 2023, making it an indirect wholly-owned subsidiary of the Company[4](index=4&type=chunk) 2023 Profit Compensation Settlement (as of March 2024) | Date | Item | Amount (HKD Million) | | :--- | :--- | :--- | | March 2024 | Offset first installment of cash consideration | 13.3 | | During 2023 | Offset seller's cash advances | 5.3 | | January 2024 | Offset seller's cash advances | 10.0 | | March 2024 | Offset amount due from a fellow subsidiary of the Company | 17.2 | | **Total** | **2023 Profit Compensation** | **45.8** | [Board's View and Operational Analysis](index=3&type=section&id=Board's%20View%20and%20Operational%20Analysis) This section presents the Board's perspective on the profit compensation and the operational factors contributing to Goldenxi Group's performance shortfall [Board's View](index=3&type=section&id=Board's%20View) The Board confirmed the company received profit compensation as per the agreement and deemed the terms fair and reasonable, reiterating the acquisition's rationale based on smartwatch market potential and business synergies - The Board believes the Company has received compensation in accordance with the agreement, and the settlement method complies with the agreement terms[5](index=5&type=chunk) - The Board considers "no cap on the profit compensation amount" and "1.5 times the difference between after-tax net loss and HKD 30 million" to be fair and reasonable and in the best interests of the Company[5](index=5&type=chunk) - Considering the growth potential of the smartwatch market and Goldenxi Group's synergistic effects in watch component manufacturing, the Board deems the acquisition fair and reasonable[5](index=5&type=chunk) [Reasons for Profit Guarantee Shortfall](index=3&type=section&id=Reasons%20for%20Profit%20Guarantee%20Shortfall) Goldenxi Group's profit guarantee shortfall was primarily due to delayed orders from its largest customer and other smaller clients, influenced by macroeconomic uncertainty and geopolitical tensions in Greater China - The largest customer (accounting for approximately **60% of full-year total revenue**) postponed orders due to macroeconomic uncertainty and geopolitical tensions in the Greater China region[5](index=5&type=chunk) - Other customers (accounting for approximately **40% of projected total revenue**) delayed sales orders due to macroeconomic pressures and geopolitical tensions[6](index=6&type=chunk) - These reasons led to a difference of approximately **HKD 30 million** in Goldenxi Group's profit compared to the profit projected before the acquisition[6](index=6&type=chunk) [2024 Market Outlook](index=4&type=section&id=2024%20Market%20Outlook) Management anticipates a continued sluggish consumer market in 2024, with weak consumer confidence leading to retail sales growth below pre-pandemic levels, thus expecting Goldenxi Group's smartwatch component order volumes to remain low - Management believes consumer spending will remain sluggish in 2024, with retail sales growth rates below pre-pandemic average levels[6](index=6&type=chunk) - Due to continued weak consumer confidence, Goldenxi Group's order volumes for smartwatch components are expected to remain low[6](index=6&type=chunk) [Goodwill Impairment and Valuation](index=4&type=section&id=Goodwill%20Impairment%20and%20Valuation) This section details the recognition of goodwill impairment and the valuation methodologies and assumptions used for Goldenxi Group [Impairment Recognition](index=4&type=section&id=Impairment%20Recognition) Due to Goldenxi Group's failure to meet the 2023 profit guarantee and recording a net loss, an independent valuer confirmed the recoverable amount was below carrying value, leading to a goodwill impairment loss of approximately HKD 13.39 million - Goldenxi Group recorded a net loss of approximately **HKD 0.5 million** for the year ended December 31, 2023, significantly below the 2023 guaranteed profit[7](index=7&type=chunk) - According to accounting standards, goodwill arising from business combinations should be tested for impairment annually[7](index=7&type=chunk) - Based on the valuer's assessment, Goldenxi Group's recoverable amount was below its carrying value, resulting in a goodwill impairment of approximately **HKD 13.39 million**[7](index=7&type=chunk) [Detailed Valuation Information and Assumptions](index=4&type=section&id=Detailed%20Valuation%20Information%20and%20Assumptions) The valuer used a Discounted Cash Flow (DCF) model based on Value in Use (VIU) to assess Goldenxi Group's recoverable amount, employing a **15.40% WACC** and a 5-year free cash flow forecast, ultimately deriving an enterprise value of **HKD 127.345 million** and a valuation result of approximately **HKD 94.7 million** - The valuer used a Discounted Cash Flow (DCF) model to assess Goldenxi Group's recoverable cash through Value in Use (VIU)[9](index=9&type=chunk) Valuation Parameters | Indicator | Value | | :--- | :--- | | Indicated Risk-Free Rate | 2.561% | | Risk Premium | 10.526% | | Estimated Levered Beta | 0.6368 | | Cost of Equity | 20.09% | | Cost of Debt | 5.040% | | **Weighted Average Cost of Capital (WACC)** | **15.40%** | Goldenxi Group 5-Year Free Cash Flow Forecast (RMB '000) | Indicator | 2024 | 2025 | 2026 | 2027 | 2028 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 182,227 | 164,004 | 155,804 | 148,014 | 140,613 | | Gross Profit | 52,846 | 47,561 | 45,183 | 42,924 | 40,778 | | Profit After Tax | 20,876 | 16,310 | 12,678 | 9,983 | 7,299 | | Discounted Cash Flow | 26,299 | 19,058 | 12,925 | 9,545 | 6,847 | - Goldenxi Group's enterprise value was **HKD 127.345 million**, with a valuation result of approximately **HKD 94.7 million**[10](index=10&type=chunk) [Reasons for Valuation Changes](index=5&type=section&id=Reasons%20for%20Valuation%20Changes) Post-acquisition, Goldenxi Group's failure to meet profit guarantee targets led the valuer to reassess its fair value under IAS 36 "Impairment of Assets," resulting in a recognized impairment loss of HKD 13.39 million, contrasting with the initial market approach valuation - During the acquisition phase of Goldenxi Group, the valuer used a market approach to determine its value[11](index=11&type=chunk) - Post-acquisition, as Goldenxi Group failed to meet the annual guaranteed profit target of **HKD 30 million**, the valuer assessed its fair value according to IAS 36 "Impairment of Assets"[11](index=11&type=chunk) - According to IAS 36, if the recoverable amount of a cash-generating unit is less than its carrying amount, an impairment loss is recognized, thus recording an impairment loss of **HKD 13.39 million**[11](index=11&type=chunk) [Valuation Methodology and Rationale](index=6&type=section&id=Valuation%20Methodology%20and%20Rationale) The valuer primarily used Value in Use (VIU) and Discounted Cash Flow (DCF) methods to reflect the value of Goldenxi Group's future cash flows, considering these methods most accurately estimate future economic benefits and comply with accounting standards; the Board remains cautious and will disclose the performance of the second-period profit guarantee in the next annual report - The valuer used VIU and Discounted Cash Flow (DCF) methods to reflect the value of Goldenxi Group's expected future cash flows[12](index=12&type=chunk) - The DCF method provides a more accurate opinion and is the only method to derive Goldenxi Group's future value in compliance with accounting standards[12](index=12&type=chunk) - Considering macroeconomic factors and uncertainties in the watch industry market performance, the Board is cautious about Goldenxi Group's expected profit returns[12](index=12&type=chunk) [Other Information](index=6&type=section&id=Other%20Information) This section provides details regarding the composition of the company's Board of Directors [Board Members](index=6&type=section&id=Board%20Members) This section lists the current members of Ebohr Holdings Limited's Board of Directors, including executive directors, non-executive directors, and independent non-executive directors - Executive Directors: Mr. Teguh Halim and Ms. Lin Li[12](index=12&type=chunk) - Non-Executive Director: Mr. Xiong Ying[12](index=12&type=chunk) - Independent Non-Executive Directors: Mr. Yu Chi Kit, Ms. Chan Lai Wah, and Mr. Zhang Bin[12](index=12&type=chunk)