Financial Performance - In 2024, the Group's revenue from corrugated packaging decreased by 5.7% year-on-year, with a 1.5% increase in the first half followed by a 12% decrease in the second half compared to the respective periods in 2023[23]. - The Group recorded a loss in 2024, although it was an alleviated loss compared to 2023, attributed to decreased procurement costs, reduced impairment losses, lower depreciation expenses, and a decrease in staff numbers[13]. - The Group recorded revenue of HK$211.5 million in 2024, a decrease of HK$12.9 million (5.7%) from HK$224.4 million in 2023 due to a reduction in customer orders[28][34]. - Cost of sales decreased from HK$210.4 million in 2023 to HK$193.7 million in 2024, primarily due to reduced overseas containerboard procurement and lower domestic containerboard prices[29][34]. - Gross profit increased from HK$13.9 million in 2023 to HK$17.8 million in 2024, with the gross profit margin rising from 6.2% to 8.4%[29][34]. - Other income fell from HK$6.7 million in 2023 to HK$2.7 million in 2024, mainly due to a decline in bank interest and service income[30][34]. - The Group recorded a loss of HK$95.2 million in 2024, an improvement of HK$5.6 million compared to a loss of HK$100.8 million in 2023, with the net loss margin increasing from 44.9% to 45.0%[38][43]. - As of December 31, 2024, the Group's bank balances and cash were HK$33.6 million, down from HK$47.3 million in 2023, while bank borrowings increased from HK$72.8 million to HK$92.4 million[39][44]. - The Group's net borrowings level rose to HK$58.2 million as of December 31, 2024, compared to HK$25.6 million in 2023, with a gearing ratio of 12.7%[40][44]. - Capital expenditures for property, plant, and equipment in China were HK$2.1 million in 2024, significantly lower than HK$8.5 million in 2023[41][45]. - Debtors, creditors, and inventory turnover improved to approximately 53 days, 43 days, and 33 days respectively in 2024, compared to 62 days, 52 days, and 46 days in 2023[42][45]. Business Environment - The business environment for the corrugated packaging industry is expected to remain challenging due to geopolitical tensions and sluggish demand in the post-pandemic era[19]. - The corrugated packaging industry is expected to face a challenging business environment due to rising manufacturing costs and weakening market demand[47]. - The Group anticipates that the upstream business will resume operations after transitioning from coal-fuel to gas-fuel boilers, enhancing competitive advantage through vertical integration[47]. - The growth of e-commerce is projected to increase the demand for corrugated packaging materials for safe and efficient product shipping[48]. Operational Strategies - The Group continues to purchase containerboard from third-party suppliers to ensure a stable supply for its downstream corrugated packaging business[24]. - Key strategies include enhancing pricing power, increasing sales volume, improving production efficiency, and reducing energy usage and raw material wastage[49]. - The Group's management emphasizes good capital management to enhance operational efficiency and cope with market volatility for long-term sustainable development[19]. Legal and Tax Matters - The Group has not made provisions for certain tax payments due to ongoing appeals, with management believing it is probable to succeed in these appeals[60]. - The independent auditor's report includes a qualified opinion regarding uncertainties related to tax payment assessments[56]. - The Group's management considers that uncertainties concerning tax obligations could be resolved by a court decision expected before December 31, 2025[63]. - The Company is awaiting a final decision from the Mainland China courts regarding tax liabilities, expected in 2025, which may resolve current audit issues[70]. - The Group's PRC legal advisor indicated that the State Administration of Taxation no longer has the right to appeal, leading to the removal of contingent liabilities related to the "Tax Matter Notice" this year[71]. - The Company filed a retrial application on August 10, 2023, against a judgment from July 5, 2023, regarding value-added tax invoices, which has been accepted for retrial by the Guangdong Higher People's Court[86][90]. - The Audit Committee has reviewed the management's position on audit issues and agreed that no provision should be made unless an irrevocable decision is reached by the courts[68]. - The auditor's view is that audit modifications can be removed if a final decision is made by the courts in 2025 and relevant provisions are recorded in the financial statements[77]. - The management believes that the audit issues will be resolved similarly to previous years, following effective action plans[71][78]. Corporate Governance - The Company has adopted the Corporate Governance Code as the basis for its governance practices[131]. - The Company has established a corporate governance framework based on the CG Code to enhance oversight on business conduct[132]. - The Company complied with all code provisions of the CG Code for the year ended December 31, 2024, except for provisions C.2.1, D.3.3, and E.1.2[133]. - The Company has a Code of Conduct for Directors' dealings in securities, which has been confirmed as complied with throughout the year[138]. - The Company has established policies and procedures to enhance the Board's ability to implement governance[132]. - The Company has confirmed that there are no financial, business, family, or other material relationships among the members of the Board[141]. - The Board comprises six Directors, including three Executive Directors and three Independent Non-executive Directors[140]. - The Company has established a Nomination Committee to identify suitable candidates for directorship, ensuring at least three independent non-executive directors represent one-third of the Board[145][149]. - The Board has reviewed the effectiveness of its mechanisms for ensuring independent views and considers them effective as of December 31, 2024[150]. - Each independent non-executive director has provided written annual confirmation of their independence in accordance with Listing Rules[154]. - The independent non-executive directors are appointed for a specific term of around two years, subject to renewal[155]. - The Board is responsible for leadership and control of the Company, overseeing strategic decisions and performance[157]. - The management is required to provide monthly updates to the Board on the Company's performance, position, and prospects[165]. - The Company has mechanisms in place to ensure compliance with internal control and risk management systems[158]. - The Chairman and Chief Executive Officer roles are held by Mr. Hui Sum Ping and Mr. Hui Sum Tai, respectively, with clear and distinctive responsibilities[147][148]. - The Company provided induction training and legal advice to newly appointed Directors to ensure understanding of business operations and responsibilities under Listing Rules[168]. - Continuous Professional Development (CPD) records for Directors included training sessions and relevant reading materials to keep them updated on regulatory developments[171]. - The Audit Committee held two meetings to review the interim and annual financial results for the year ended December 31, 2024, focusing on financial reporting and internal control systems[183]. - The Remuneration Committee met twice during the year to review the remuneration policy and structure for Directors, including the New Share Option Scheme[187]. - Directors' remuneration is determined based on their duties, responsibilities, performance, and the Group's results, with annual reviews conducted by the Remuneration Committee[188]. - The Company has established three Board committees: Audit Committee, Remuneration Committee, and Nomination Committee, each with defined terms of reference[174]. - The Audit Committee consists of three Independent Non-executive Directors, ensuring oversight of financial reporting and risk management[176]. - The Remuneration Committee is responsible for establishing transparent procedures for developing remuneration policies to prevent conflicts of interest[186]. - The Company provided e-learnings on updates related to Listing Rules for all Directors during the year ended December 31, 2024[170]. - The Company encourages all Directors to attend relevant external training courses at the Company's expense to enhance their skills[169]. - Senior management remuneration details for the year ended December 31, 2024, include 2 members earning between HK$0–HK$1,000,000, 1 member earning between HK$5,000,001–HK$5,500,000, and 1 member earning between HK$5,500,001–HK$6,000,000[197]. - The Nomination Committee consists of three Independent Non-executive Directors, with Mr. Tso Sze Wai serving as the chairman[198]. - The Nomination Committee's principal duties include reviewing Board composition and making recommendations on the appointment and succession planning of Directors[199]. - The Nomination Committee considers factors concerning Board diversity as outlined in the Company's Board Diversity Policy[200].

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，概不對因本公告全部或任 何部份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。 （於開曼群島註冊成立的有限公司） 股份代號：2320 截至二零二四年十二月三十一日止年度 全年業績公告 財務摘要 收益減少至約211,500,000港元，較二零二三年下跌約5.7%。 本公司擁有人應佔虧損約為95,200,000港元，而二零二三年之本公司擁有人應佔 虧損約為100,800,000港元。有關虧損減少主要由於(i)採購成本減少；(ii)收購物 業、廠房及機器之已付按金之減值虧損減少；(iii)折舊開支減少；及(iv)員工數 目減少。 剔除年內已確認之減值虧損約10,300,000港元（二零二三年：16,100,000港元）之 影響，息稅折舊攤銷前盈利（未扣除財務成本、稅項、折舊及攤銷前盈利）為虧 損27,900,000港元，而二零二三年則為虧損25,300,000港元。 於二零二四年之現金淨額（銀行結餘及現金及受限制銀行存款減銀行借貸總額） 為借貸淨額58,200,000港元，而二零二三年則 ...

HOP FUNG GROUP 合豐集團控股有限公司 HOP FUNG GROUP HOLDINGS LIMITED (Incorporated in the Cayman Islands with firsted liability) ( 於 國 是 群 島 註 音 成 立 之 有 際 公 司 ) | --- | --- | --- | --- | |----------------------------|-------|-------|-------| | | | | | | | | | | | Stock Code 股份代號 : 2320 | | | | | | | | | | 2024 | | | | | Interim Report 中期報告 | | | | CONTENTS 目錄 12 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 簡明綜合財務報表附註 39 MANAGEMENT DISCUSSION AND ANALYSIS 管理層討論及分析 43 DISCLOSURE OF INTERESTS 權益披露 54 OTHER IN ...

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佈之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不對因本公佈全部或任何 部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 財務摘要 截至六月三十日止六個月 二零二四年 二零二三年 變動 百萬港元 百萬港元 收益 107.8 106.2 +1.51% 息稅折舊攤銷前盈利* (16.9) (28.0) -39.6% 期間虧損 (43.7) (59.1) -26.1% 於 於 二零二四年 二零二三年 六月三十日 十二月三十一日 變動 負債比率 11.6% 8.6% +3個百分點 淨負債比率** 5.0% 3.0% +2個百分點 （於開曼群島註冊成立的有限公司） 股份代號：2320 截至二零二四年六月三十日止六個月之 中期業績公佈 * 息稅折舊攤銷前盈利指未扣除財務成本、稅項、折舊及攤銷前盈利 ** 指銀行結餘總額及現金超出銀行借款總額 1 合豐集團控股有限公司（「本公司」）董事會（「董事會」或「董事」）欣然宣佈本公司 及其附屬公司（統稱「本集團」）截至二零二四年六月三十日止六個月之未經審核簡 明綜合業績，連同二零二三年同期之比較數 ...

Financial Performance - In 2023, the Group recorded a loss due to lower gross profit margins and higher expenses compared to a more substantial loss in 2022[14]. - The revenue from the Group's corrugated packaging business continued to decline compared to 2022, primarily due to sluggish post-pandemic economic recovery in Mainland China[12]. - The Group's revenue decreased by HK$200 million in 2023, representing a fall of 47.1% from HK$424.4 million in 2022 to HK$224.4 million in 2023[33]. - The net loss for the year decreased from HK$192.7 million in 2022 to HK$100.8 million in 2023, representing a reduction in loss by HK$91.9 million[44]. - The gross profit increased from HK$7.4 million in 2022 to HK$13.9 million in 2023, with the gross profit margin improving from 1.7% to 6.2%[35]. - Selling and distribution costs reduced by 33.6% from HK$18.8 million in 2022 to HK$12.5 million in 2023[37]. - Administrative expenses decreased by 48.0% from HK$90.5 million in 2022 to HK$47.0 million in 2023[37]. - Finance costs decreased from HK$6.2 million in 2022 to HK$3.6 million in 2023 due to lower borrowing levels[43]. Debt and Capital Management - The Group maintained low bank borrowings at the end of the financial year, continuing a track record of close to "zero" bad or doubtful debts[14]. - As of December 31, 2023, the Group's bank balances and cash were HK$47.3 million, down from HK$110.8 million in 2022[45]. - Bank borrowings decreased from HK$98.1 million at December 31, 2022, to HK$72.8 million at December 31, 2023[45]. - The current ratio decreased from 1.7 in 2022 to 0.84 in 2023, primarily due to a bank loan of HK$52.4 million due for repayment in 2024[47]. - The group aims to maintain low debt levels and a healthy balance sheet while focusing on price rising power, production efficiency, and reducing raw material wastage to achieve profitability in the foreseeable future[55][59]. Operational Challenges - The business environment for the corrugated packaging industry is expected to remain challenging due to geopolitical tensions and sluggish global and domestic demand[21]. - The Group's corrugated packaging revenue relies mainly on Chinese domestic sales, which have been affected by shrinking demand in the industry[12]. - The business environment for the corrugated packaging industry remains challenging due to slower-than-expected economic recovery and geopolitical tensions[55][59]. Internal Controls and Governance - The Company has adopted the Corporate Governance Code as the basis for its governance practices, ensuring compliance with all provisions except for C.2.1, D.3.3, and E.1.2[139]. - The Company has established a corporate governance framework and policies to enhance oversight on business conduct[138]. - The Group is committed to regular evaluations of the effectiveness and efficiency of its internal control system and risk management[98]. - Enhanced internal control measures have been implemented at both the entity and activity levels, and these will continue in the current year[89]. - The Group has strengthened internal control measures at both corporate and operational levels, including enhanced review and monitoring procedures for approvals, payments, and tax treatments[98]. Tax Matters - The group has lodged appeals against tax-related decisions, and management believes it is probable that the taxation authority will accept their objections, leading to no provision for corporate income tax being made[67]. - The management's assessment of contingent liabilities related to tax matters remains uncertain, with ongoing appeals affecting the recognition of tax obligations[66][67]. - The company expects the court decision regarding the audit issues to be released before December 31, 2024, which will resolve the uncertainties related to the Decisions and the Tax Matter Notice[70]. - The company's management believes it is improbable that the group will have to pay the relevant tax amounts due to ongoing appeals and the lack of final decisions from the courts[74]. - The audit committee has reviewed the audit issues and agrees that no provision should be made under relevant Hong Kong Accounting Standards until an irrevocable court decision is made[74]. Corporate Governance - The Board of Directors consists of five members, including two Executive Directors and three Independent Non-executive Directors[147]. - The Company has independent non-executive directors with extensive experience in various industries, including packaging and manufacturing[125][129]. - The Company is committed to maintaining high corporate governance standards to safeguard shareholder interests and enhance corporate value[136]. - The Company has implemented a code of conduct for Directors' dealings in securities, ensuring strict adherence[144]. - The Company has established a Nomination Committee to identify suitable candidates for directorship, ensuring independent views are available to the Board[153]. Management and Workforce - The workforce as of December 31, 2023, was approximately 246 full-time staff, down from 360 in 2022[57][60]. - Mr. Tsui Yung Wai, the General Manager, has over 28 years of experience in the corrugated packaging industry[127]. - The Company provided new directors with onboarding training and legal advice to ensure they understand their responsibilities under listing rules and regulations[180].

Financial Performance - The company's revenue decreased to approximately HKD 224,400,000, down about 47.1% compared to HKD 424,411,000 in 2022[2] - The loss attributable to the company's owners was approximately HKD 100,800,000, a reduction from HKD 192,700,000 in 2022[2] - The EBITDA loss (Earnings Before Interest, Taxes, Depreciation, and Amortization) was HKD 25,300,000, improved from a loss of HKD 103,700,000 in 2022[2] - The company reported a basic and diluted loss per share of HKD 12.33, compared to HKD 23.57 in 2022[4] - The pre-tax loss for the year ended December 31, 2023, was HKD (100,461,000), compared to a pre-tax loss of HKD (191,237,000) for the year ended December 31, 2022[12][14] - The basic and diluted loss per share for the year ended December 31, 2023, was HKD (0.123) compared to HKD (0.236) for the year ended December 31, 2022[22] - Operating loss for 2023 was HKD 100.8 million, a reduction of HKD 91.9 million compared to the loss of HKD 192.7 million in 2022, with the net loss margin decreasing from 45.4% to 44.9%[46] Assets and Liabilities - The total assets less current liabilities were HKD 871,680,000, down from HKD 1,066,579,000 in 2022[5] - The company's net asset value decreased to HKD 842,892,000 from HKD 961,914,000 in 2022[5] - Trade receivables as of December 31, 2023, amounted to HKD 38,695,000, down from HKD 51,056,000 in the previous year[24] - The total trade and other payables as of December 31, 2023, were HKD 92,451,000, a decrease from HKD 119,885,000 in the previous year[28] - The group recorded a net current liability of HKD 24,137,000 as of December 31, 2023[64] Cash Flow and Financing - Cash and cash equivalents net of bank borrowings amounted to HKD 25,600,000, compared to HKD 12,700,000 in 2022[2] - Cash and bank balances as of December 31, 2023, were HKD 47.3 million, down from HKD 110.8 million in 2022[47] - Total bank borrowings decreased from HKD 98.1 million in 2022 to HKD 72.8 million in 2023, with a net debt of HKD 25.6 million[48] - The company has obtained a letter of intent from a major bank for loan financing of up to RMB 300,000,000 to alleviate liquidity pressure[7] Tax and Legal Matters - The company did not recognize any tax provisions for Macau supplementary tax due to no taxable profits generated in Macau for the reporting periods[17] - The company’s subsidiary, Senye Paper Industry, received tax treatment and penalty decisions involving 1,073 VAT invoices totaling approximately RMB 742,707,000, which includes product procurement costs of about RMB 636,940,000 and VAT of approximately RMB 105,767,000[30] - Senye Paper Industry is required to pay approximately RMB 109,142,000 in unpaid taxes, which includes VAT of RMB 85,450,000, other taxes and surcharges of RMB 10,064,000, and corporate income tax of RMB 13,628,000[31] - The company has filed an administrative lawsuit against the tax bureau's decision regarding the unpaid taxes and penalties, with the court ruling against the company on April 19, 2023, and the company has the right to appeal[33] - An appeal was filed with the Intermediate People's Court, which upheld the previous ruling on July 5, 2023, and the company subsequently applied for a review by the High People's Court[34] - As of the financial report date, the company has not received a ruling from the High People's Court regarding the review application[35] - The company has paid approximately RMB 20,297,000 of the unpaid taxes as part of the administrative review process, which was recognized as "other expenses" in the financial statements for the year ending December 31, 2022[36] - On February 8, 2023, the company received a tax notice requiring the repayment of approximately RMB 32,070,000 in VAT refunds for the assessment years 2015 to 2020[39] - The company completed the tax guarantee procedures on March 23, 2023, and applied for an administrative review against the tax notice on April 7, 2023[39] - The tax bureau ruled in favor of the company on June 2, 2023, stating that the tax notice should be revoked and reprocessed according to applicable laws[40] - The company believes that the ongoing appeals regarding the tax penalty and notice have significant uncertainty regarding their financial impact on the consolidated financial statements[40] Operational Highlights - For the year ended December 31, 2023, the total revenue from external sales in the corrugated packaging segment was HKD 224,357,000, while the total segment loss was HKD (73,817,000)[12] - In the previous year, for the year ended December 31, 2022, the total revenue from external sales in the corrugated packaging segment was HKD 424,411,000, with a total segment loss of HKD (161,387,000)[14] - The financial costs for the year ended December 31, 2023, decreased to HKD 3,555,000 from HKD 6,188,000 in the previous year[16] - The company achieved a reduction in selling and distribution costs by 33.6%, from HKD 18.8 million in 2022 to HKD 12.5 million in 2023[45] - Administrative expenses decreased by 48.0% from HKD 90.5 million in 2022 to HKD 47 million in 2023, aligning with the revenue decline[46] - The company plans to implement measures to improve financial conditions and cash flow management in the upcoming year[7] - The company plans to complete the boiler permit annual inspection and resume upstream production in the second half of 2024, aiming for vertical integration advantages[50] - The company employed approximately 246 full-time employees as of December 31, 2023, down from 360 in 2022[52] Auditor and Governance - The independent auditor's report highlighted uncertainties regarding tax provisions, specifically mentioning a tax expense of approximately HKD 23,628,000 related to prior years[61] - The audit committee held one meeting with the auditor during the year to discuss matters arising from the audit[59] - The company has not appointed its auditor to review the interim financial information[59] - The group has significant uncertainties regarding its ability to continue as a going concern due to ongoing losses and potential tax liabilities[64] - The financial statements were prepared in accordance with Hong Kong Financial Reporting Standards and reflect a true and fair view of the group's financial position[60] Shareholder Information - Over 25% of the company's issued shares were held by public shareholders as of December 31, 2023[65] - The annual report for the year ended December 31, 2023, is scheduled to be published in April 2024[66] - The chairman expressed gratitude to shareholders and business partners for their support during the year[67]

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佈之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不對因本公佈全部或任何 部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 （於開曼群島註冊成立的有限公司） 股份代號：2320 截至二零二三年六月三十日止六個月之 中期業績公佈 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 變動 百萬港元 百萬港元 收益 106.2 241.9 -56.1% 息稅折舊攤銷前盈利* (28.0) (41.6) -32.7% 期間虧損 (59.1) (83.1) -28.9% 於 於 二零二三年 二零二二年 六月三十日 十二月三十一日 變動 ...

Financial Performance - In 2022, the Group recorded a loss, although it was less substantial than the previous year's loss due to significant impairment losses recognized in 2021[15]. - The Group's revenue decreased by HK$331.2 million in 2022, representing a fall of 43.8% from HK$755.6 million in 2021 to HK$424.4 million in 2022[32]. - The Group's revenue continued to decline in the second half of 2022 compared to the same period in 2021 due to low demand and sluggish consumption sentiment in Mainland China[12]. - The average selling price and sales volume decreased due to weak demand in Mainland China, leading to a revenue drop of 41.0% in the first half of 2022 compared to the same period in 2021[26]. - The Group recorded a gross profit of HK$7.4 million in 2022, a significant recovery from a gross loss of HK$371.5 million in 2021, with the gross profit margin changing from 49.2% to 1.7%[34]. - The net loss for the year was HK$192.7 million in 2022, a decrease in loss by HK$230.1 million compared to a loss of HK$422.8 million in 2021, with the net loss margin falling from 56.0% to 45.4%[40]. - The cost of sales decreased from HK$1,127.1 million in 2021 to HK$417.0 million in 2022, a decline of 41.0% after excluding a one-off impairment cost[33]. Business Environment - The business environment for the corrugated packaging industry is expected to remain challenging due to rising interest rates, geopolitical tensions, and a global economic slowdown[21]. - The Group anticipates a challenging business environment for the corrugated packaging industry due to rising interest rates, geopolitical tensions, and global economic slowdown[23]. Financial Position - The Group maintains a healthy financial position with a net cash position, where total bank balances and cash exceed total bank borrowings[15]. - The Group's bank balances and cash were HK$110.8 million as of December 31, 2022, down from HK$246.7 million at the end of 2021[41]. - Unsecured bank borrowings decreased from HK$226.9 million at December 31, 2021, to HK$98.1 million at December 31, 2022, with a net cash level of HK$12.7 million[42]. - As of December 31, 2022, the Group's net current assets were HK$85.7 million, down from HK$225.0 million in 2021, and the current ratio decreased from 1.8 to 1.7[43][46]. - The Group's total bank borrowings to equity ratio was 10.2% as of December 31, 2022, down from 18.2% in 2021, indicating improved financial leverage[46]. - The Group's net cash position was HK$12.7 million as of December 31, 2022, compared to HK$19.8 million in 2021[46]. - The Group's financial costs decreased from HK$8.4 million in 2021 to HK$6.2 million in 2022 due to lower borrowing levels[45]. Operational Developments - The Group is currently working on transitioning from coal-fuel boilers to gas-fuel boilers, with production expected to resume in the second half of 2023[14]. - A pulp production line is being installed at a leased facility in the Philippines to mitigate rising costs under a vertically integrated operating model[20]. - The Group is installing a pulp production line in the Philippines to mitigate rising cost pressures through vertical integration[23]. - The Group aims to complete the annual inspection procedures for the boilers license and resume upstream production in 2023, while continuing the installation of large-scale pulp production lines in the Philippines to mitigate rising costs[50][53]. - The Group is actively communicating with local government to expedite the annual inspection procedures for licenses related to its operations[14]. Human Resources - The Group employed approximately 360 full-time staff as of December 31, 2022, a decrease from 805 in 2021[51][54]. - As of December 31, 2022, the Group had a total of 88 female staff out of 360 employees, representing 24.4% of the workforce[193]. Corporate Governance - The company has adopted the principles and code provisions of the Corporate Governance Code as the basis of its corporate governance practices[124]. - The Board is composed of five Directors, including two Executive Directors and three Independent Non-executive Directors[133]. - The company has established a corporate governance framework and policies based on the Corporate Governance Code to enhance oversight on business conduct[125]. - Throughout the year ended December 31, 2022, the company complied with all code provisions of the Corporate Governance Code, except for provisions C.2.1, D.3.3, and E.1.2[126]. - The company has implemented a Code of Conduct for Directors' dealings in the company's securities, adhering to the Model Code for Securities Transactions[130]. - The Company has an effective mechanism to ensure independent views are available to the Board, with the Nomination Committee assessing the independence of all independent non-executive directors annually[140]. - The Independent Non-executive Directors are appointed for a specific term of around two years, subject to renewal after the expiry of the current term[149]. - The Company organized two in-house briefings on updates on Listing Rules for all Directors during the year ended December 31, 2022[163]. - All Independent Non-executive Directors provided written annual confirmation of their independence in accordance with the guidelines set out in the Listing Rules[144]. - The Board is collectively responsible for promoting the success of the Company by directing and supervising its affairs[151]. - Directors are encouraged to participate in continuous professional development to refresh their knowledge and skills[162]. - The Company provides induction training for newly appointed Directors to ensure understanding of the business and their responsibilities[161]. Tax Matters - The Group has lodged appeals against tax decisions and plans to object to the Tax Matter Notice, with no final court decision as of the report date[61]. - The Group has not made provisions for value-added tax and other taxes, disclosing them as contingent liabilities due to ongoing appeals[62]. - The management believes it is probable that the relevant tax bureau will accept the objections, resulting in no provision for corporate income tax being made[63]. - The Audit Committee agrees with management's position that no provision should be made until a final court decision is reached[64]. - The Company expects the Audit Qualification to be removed by the end of 2023 based on the PRC legal advisor's experience[67]. - The auditor cannot confirm the removal of the Audit Qualification for the financial year ending December 31, 2023, due to lack of a concrete timeline[69]. - The Company has obtained confirmation from a principal bank to provide sufficient financial support if required to cover tax payments or penalties[70]. - Enhanced internal control measures will be implemented at both the entity and activity levels to address the tax issues[79]. - The management asserts that the irregular VAT Invoices were obtained due to inadvertence, with no intention to evade tax[78]. - The Board believes there was no fraud or dishonesty involved in the tax deductions made by the management[81]. - Green Forest Paper is required to make approximately RMB182.8 million in tax payments, including late fees, following a court ruling[89]. - The company has the right to appeal the court's decision within 15 days, and plans to do so[89]. - A principal bank has confirmed financial support for the company to ensure solvency in case of an unfavorable appeal outcome[90]. - The company filed an administrative proceeding against the tax bureau regarding a tax penalty decision, with a court hearing scheduled for April 25, 2023[91]. - Green Forest Paper applied for a tax payment guarantee on February 28, 2023, which was accepted by the tax bureau on March 23, 2023[92]. Board Diversity - The Company aims to appoint at least one female director by December 31, 2024, as part of its Board Diversity Policy[193]. - The company recognizes the importance of Board diversity as a competitive advantage and is committed to improving it[193]. - The Nomination Committee will review the board's structure and diversity annually, considering factors such as gender, age, and professional qualifications[197]. - The board diversity policy is deemed effective for the year ending December 31, 2022[196]. - The Director Nomination Policy includes criteria such as character, qualifications, and potential contributions to ensure a balanced board[200]. - The Nomination Committee will regularly assess the diversity profile of the board and progress towards diversity objectives[197]. - The company emphasizes the importance of board diversity for maintaining competitive advantage[195]. - The board is committed to improving diversity and will continue to seek opportunities to increase the proportion of female members[195].

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，概不對因本公告 全部或任何部份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。 合 豐 集 團 控 股 有 限 公 司 HOP FUNG GROUP HOLDINGS LIMITED （於開曼群島註冊成立的有限公司） 股份代號：2320 截 至 二 零 二 二 年 十 二 月 三 十 一 日 止 年 度 全 年 業 績 公 告 財務摘要 收益減少至約424,400,000港元，較二零二一年下跌約43.8%。 本公司擁有人應佔虧損約為192,700,000港元，而二零二一年之本公司擁有人 應佔虧損約為422,800,000港元。有關虧損主要由於(i)上游生產線自二零二一 年第四季度起暫時停產，導致收益減少；(ii)銷售量下跌及平均銷售價格下 跌；及(iii)有關上游生產線暫時停產的固定成本，例如若干物業、廠房及設 備折舊。 剔除年內確認之減值虧損約10,500,000港元（二零二一年：418,800,000港元）之 影響，息稅折舊攤銷前盈利（未扣除財務成本、稅項、折舊及攤銷前盈利） ...

Financial Performance - Revenue for the six months ended June 30, 2022, was HK$241,864,000, a decrease of 41.0% compared to HK$410,020,000 for the same period in 2021[12] - Gross loss for the period was HK$24,079,000, compared to a gross profit of HK$59,129,000 in the previous year[12] - Loss before taxation was HK$82,353,000, a significant decline from a profit of HK$2,941,000 in the same period last year[12] - Loss attributable to owners of the Company was HK$83,149,000, compared to a profit of HK$1,083,000 in the prior year[12] - Total comprehensive loss for the period was HK$148,408,000, compared to a comprehensive income of HK$36,661,000 in the previous year[14] - The Group reported a segment loss of HK$64,370,000 for the six months ended June 30, 2022, compared to a segment profit of HK$18,849,000 for the same period in 2021, indicating a significant deterioration in performance[57] - The Group incurred a loss before taxation of HK$82,353,000 for the six months ended June 30, 2022, compared to a profit before taxation of HK$2,941,000 in the same period of 2021, indicating a substantial decline in profitability[57] - For the six months ended June 30, 2022, the company reported a loss of HK$83,149,000 compared to a profit of HK$1,083,000 for the same period in 2021, indicating a significant decline in performance[79] - EBITDA decreased by HK$96.6 million, from HK$55.0 million to HK$-41.6 million, with a loss for the period of HK$83.1 million recorded in the first half of 2022[142] Assets and Liabilities - Non-current assets decreased to HK$1,050,268,000 as of June 30, 2022, from HK$1,153,150,000 at the end of 2021[16] - Current assets decreased to HK$355,307,000 from HK$490,295,000 at the end of 2021[16] - Current liabilities decreased to HK$193,751,000 from HK$265,334,000 at the end of 2021[16] - Net current assets were HK$161,556,000, down from HK$224,961,000 at the end of 2021[16] - As of June 30, 2022, the net assets decreased to HK$1,101,167,000 from HK$1,249,575,000 as of December 31, 2021, representing a decline of approximately 11.9%[19] - The total equity attributable to owners of the Company decreased to HK$1,101,167,000, down from HK$1,249,575,000, indicating a reduction of about 11.9%[19] - The reserves decreased from HK$1,167,811,000 as of December 31, 2021, to HK$1,019,403,000, reflecting a reduction of approximately 12.7%[19] - The Group's total liabilities as of June 30, 2022, were HK$143,829,000, a decrease from HK$147,233,000 as of December 31, 2021[104] Cash Flow and Financing - The operating cash flows before movements in working capital were negative at HK$44,379,000, compared to positive cash flows of HK$53,513,000 in the same period of 2021[28] - Cash generated from operations was HK$19,312,000, a significant recovery from a cash usage of HK$60,577,000 in the previous year[28] - The Company’s cash from operating activities was HK$18,846,000, a recovery from a net cash usage of HK$62,020,000 in the prior year[28] - Net cash used in financing activities was HK$85,626,000, significantly higher than HK$32,118,000 in the previous year, indicating increased cash outflow[30] - Cash and cash equivalents decreased by HK$65,825,000, compared to a decrease of HK$107,663,000 in the same period last year[30] - Total cash and cash equivalents as of June 30, 2022, were HK$188.1 million, down from HK$246.7 million as of December 31, 2021[143] - Total bank borrowings decreased from HK$226.9 million as of December 31, 2021, to HK$145.6 million as of June 30, 2022, with a gearing ratio falling from 18.2% to 13.2%[148] Operational Highlights - The Group's operations are primarily based in the PRC, focusing on the manufacture and sale of containerboard and corrugated packaging products[51] - The Group plans to complete the annual review of its boiler license and resume production in 2023, coinciding with the installation of a new pulp production line in the Philippines[152] - The Group aims to maintain price leadership and improve production efficiency to mitigate rising costs and achieve long-term stable growth in profitability[153] - The Group emphasizes environmental protection as part of its operational strategy to contribute to society[153] Shareholder Information - Mr. Hui Sum Ping holds 130,512,681 shares, representing approximately 15.96% of the issued share capital[158] - Mr. Hui Sum Tai owns 150,556,430 shares, which is approximately 18.41% of the issued share capital[158] - The total issued share capital of Hop Fung GM is HK$3,000,100, divided into 100 ordinary shares and 3,000,000 non-voting deferred shares[166] - As of June 30, 2022, Mr. Hui Sum Ping holds 258,022,081 shares and 3,984,000 options, representing approximately 32.04% of the issued share capital[175] - The company did not declare or propose any dividends for the six months ended June 30, 2022, consistent with the previous year[82] Employee and Governance - The group employed around 750 full-time staff as of June 30, 2022, a decrease from 805 staff as of December 31, 2021[199] - The company emphasizes high standards of corporate governance to enhance shareholder value and safeguard shareholder interests[200] - Share options may be granted to employees based on performance, with competitive remuneration packages offered[199]