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，概不對因本公佈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。 保發集團國際控股有限公司 主席 簡健光 PERFECT GROUP INTERNATIONAL HOLDINGS LIMITED 保發集團國際控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：3326） 董事會會議日期 保發集團國際控股有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此公佈， 本公司謹訂於二零二五年八月二十五日（星期一）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 未經審核中期業績及其發佈，以及考慮派發中期股息（如有）。 承董事會命 香港，二零二五年八月十三日 於本公佈日期，執行董事為簡健光先生、石美珍女士及鍾志強先生；及獨立非執行董事為 吳宏斌博士、吳先僑女士及黃煒強先生。 ...

香港交易及結算所有限公司及聯交所對本公告的內容概不負責，對其準確性或完整性亦不發 表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因倚賴該等內容而 引致的任何損失承擔任何責任。 PERFECT GROUP INTERNATIONAL HOLDINGS LIMITED 保發集團國際控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：3326） 本公司仍正在落實本集團二零二五財年中期之業績。本公告所載資料僅基於 本公司管理層經參考目前可得資料及本集團二零二五財年中期最近期未經審 核綜合管理賬目後所作出之初步評估而編製，其目前正由本公司核數師審閱。 因此，本集團二零二五財年中期之實際業績待進一步審閱後可能會作出調整。 本集團二零二五財年中期業績的進一步詳情將於本公司中期業績公告內披露， 該公告預期將於二零二五年八月底前發佈。 就建議私有化而言，本公司正處於要約期（定義見收購守則）。根據收購守則， 聲明被視為構成收購守則規則10項下的盈利預測。因此，本公司須就聲明遵守 收購守則規則10項下的規定，本公司核數師或會計師及財務顧問須呈報聲明， 並須在下一份寄發予股東的文件（「股東文件」）中重複全文 ...

致：香港交易及結算所有限公司 公司名稱: 保發集團國際控股有限公司 (於開曼群島註冊成立之有限公司) FF301 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 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) | 03326 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 3,000,000,000 | HKD | 0.003333333333 | HKD | | 10,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 3,000,000,000 | HKD | 0.003333333333 | HKD ...

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聯合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，概不對因本聯合公告全部或任何部分內容 而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本聯合公告僅供參考，並不擬亦不構成或組成於任何司法權區購買或認購要約人或本公司任 何證券的任何要約或購買或認購有關證券的邀請的一部分或招攬任何投票或批准，亦不會於 任何司法權區在違反適用法律的情況下出售、發行或轉讓要約人或本公司證券。 PERFECT GROUP INTERNATIONAL HOLDINGS LIMITED 保發集團國際控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：3326） 聯合公告 有關 (1) 建議根據開曼群島公司法第86條 由要約人以計劃安排方式 將保發集團國際控股有限公司私有化 (2) 建議撤銷上市地位 的每月更新 要約人之財務顧問 @:9) Зࡋ⳪暲 中泰國際融資有限公司 獨立董事委員會之獨立財務顧問 勝利資本有限公司 – 1 – Immaculate Diamonds Limited （於英屬處女群島註冊成立之有限公司） 要約人及本公司將於適當時候根據 ...

6月10日，截至港股收盘，恒生指数下跌0.08%，报24162.87点。保发集团（03326.HK）收报0.235港元/ 股，上涨51.61%，成交量1165.8万股，成交额273.65万港元，振幅14.84%。 最近一个月来，保发集团累计涨幅0%，今年来累计跌幅16.67%，跑输恒生指数20.55%的涨幅。 财务数据显示，截至2024年12月31日，保发集团实现营业总收入2.53亿元，同比减少21.57%；归母净利 润895.57万元，同比减少71.86%；毛利率30.18%，资产负债率21.08%。 作者：行情君 资料显示，保发集团国际控股有限公司(「保发集团」或「集团」)创立于1985年,为优质珠宝制造商及批 发商翘楚之一,在香港拥有超过30年经营历史,信誉昭著。集团主要从事产品设计、制造及销售,产品主要 是高档次(镶有钻石的)珠宝。根据IPSOS报告,按收益总额计算,集团于2014年在香港高端优质珠宝零售分 部之优质珠宝制造及出口行业中排名第二。保发集团设有两个办事处,一个设于香港,一个设于迪拜。香 港办事处作为客人与集团设计、生产及销售团队的桥梁,而迪拜办事处则为中东及附近地区的销售及物 流枢纽。所 ...

Jewellery Business Performance - The Jewellery Business was significantly impacted by geopolitical tensions, declining economic growth expectations, and record high gold prices, leading to weakened customer sentiment [25]. - The Group decided to contract the sales of the Jewellery Business in the PRC market and focus on overseas market development going forward [25]. - The Group is in the process of divesting certain interests in the Jewellery Business in the PRC [25]. - The Group's overall performance reflects the challenges posed by the macroeconomic environment, particularly in the PRC market [25]. - The Group's strategic shift towards overseas markets indicates a response to the contraction in the domestic market [25]. - The Jewellery Business segment is expected to continue facing challenges due to geopolitical tensions, declining economic growth expectations, and record-high gold prices, leading to reduced customer confidence [27]. - The Group is focusing on overseas market development for its Jewellery Business, actively participating in jewellery shows and exhibitions to attract new customers [28]. - The revenue from the Jewellery Business decreased by approximately HK$53.6 million, while the Property Business revenue decreased by approximately HK$25.7 million [49]. - Revenue from the Jewellery Business decreased from approximately HK$286.4 million for the year ended 31 December 2023 to approximately HK$232.8 million for the year ended 31 December 2024, representing a decrease of approximately HK$53.6 million or 18.7% [61]. - The gross profit from the Jewellery Business decreased from approximately HK$80.5 million for the year ended 31 December 2023 to approximately HK$63.8 million for the year ended 31 December 2024, representing a decrease of approximately HK$16.7 million or 20.7% [64]. Property Business Performance - The Property Business involves investment and development of properties for the Perfect Group Jewellery Industry Park located in Foshan, Guangdong Province, PRC [22]. - The overall industrial property market in the PRC remains subdued, with lower sales of properties and car parks compared to the corresponding period in 2024 [34]. - The Group completed the disposal of Foshan Huaguanhui Property Management for approximately RMB3.7 million (equivalent to approximately HK$4.0 million) on 1 April 2024, ceasing its consolidation into the Group's financial statements [32]. - The revenue from the Property Business decreased from approximately HK$59.3 million for the year ended 31 December 2023 to approximately HK$33.5 million for the year ended 31 December 2024, representing a significant decrease of approximately HK$25.8 million or 43.4% [66]. - Rental income for the year ended 31 December 2024 was approximately HK$11.7 million, representing a decrease of approximately HK$2.4 million or 17.2% [69]. - Property management fee income for the year ended 31 December 2024 was approximately HK$7.7 million, representing a decrease of approximately HK$3.2 million or 29.6% [70]. - The number of units of properties delivered to customers decreased from 17 in 2023 to 9 in 2024, with the saleable gross floor area sold and delivered decreasing from approximately 7,313 square metres to approximately 2,978 square metres [68]. - The gross profit recognised for the Property Business for the year ended 31 December 2024 was approximately HK$14.9 million, with a gross profit margin of approximately 44.5% [71]. Photovoltaic Power Generation and Energy Storage Business - The Photovoltaic Power Generation and Energy Storage Business includes sales of electricity generated from photovoltaic systems and provision of energy storage services [22]. - The photovoltaic power generation business generated approximately 9.8 million units of electricity during the year ended 31 December 2024, an increase from 3.6 million units in 2023 [38]. - The Group generated approximately 9,800,000 kWh of electricity in the year ended December 31, 2024, compared to 3,600,000 kWh in the previous year [40]. - The revenue from the Photovoltaic Power Generation and Energy Storage Business increased from approximately HK$3.0 million for the year ended 31 December 2023 to approximately HK$7.2 million for the year ended 31 December 2024, representing an increase of approximately 135.5% [75]. - The gross profit from the Photovoltaic Power Generation and Energy Storage Business increased by approximately HK$2.1 million or 124.1% compared to the previous year [59]. - The Group's energy storage business is driven by significant market demand and favorable government policies, with new energy storage included in the government work report for the first time in 2024 [42]. - The Group aims to expand its energy storage business by developing, building, and operating independent energy storage power stations [42]. - As of December 31, 2024, the Group completed 14 grid-connected projects in China with a total capacity of approximately 12,586 kW, up from 5,882 kW as of December 31, 2023 [40]. Financial Performance - Revenue decreased from approximately HK$348.7 million for the year ended December 31, 2023, to approximately HK$273.5 million for the year ended December 31, 2024, representing a decrease of approximately HK$75.2 million or 21.6% [48]. - The overall gross profit decreased from approximately HK$102.2 million for the year ended 31 December 2023 to approximately HK$82.5 million for the year ended 31 December 2024, representing a decrease of approximately HK$19.7 million or 19.2% [59]. - Profit after taxation decreased from approximately HK$34.2 million for the year ended 31 December 2023 to approximately HK$9.9 million for the year ended 31 December 2024, representing a decrease of approximately HK$24.3 million or 71.1% [95]. - Current assets decreased from approximately HK$734.3 million as at 31 December 2023 to approximately HK$647.5 million as at 31 December 2024, representing a decrease of approximately HK$86.8 million or 11.8% [97]. - Non-current assets increased to approximately HK$119.2 million as at 31 December 2024 from approximately HK$93.4 million as at 31 December 2023, primarily due to the installation of photovoltaic and energy storage equipment [96]. - Current liabilities decreased from approximately HK$162.5 million as at 31 December 2023 to approximately HK$143.1 million as at 31 December 2024, representing a decrease of approximately HK$19.4 million or 11.9% [101]. - The gross profit margin increased slightly from approximately 29.3% for the year ended 31 December 2023 to approximately 30.2% for the year ended 31 December 2024, representing an increase of approximately 0.9 percentage point or 3.1% [60]. - Other income rose from approximately HK$5.3 million for the year ended 31 December 2023 to approximately HK$6.5 million for the year ended 31 December 2024, an increase of approximately 22.6% [77]. Management and Governance - The Group's management team includes individuals with significant industry experience, enhancing its strategic decision-making capabilities [162]. - The appointment of independent directors aims to strengthen corporate governance and oversight within the Group [169]. - The Group is focused on expanding its market presence and enhancing its operational efficiency through experienced leadership [168]. - The management team is committed to achieving the Group's business development and strategic goals [163]. - The Group's risk management committee is actively involved in overseeing the company's risk exposure and mitigation strategies [162]. - The Group has implemented targeted training and development programs to enhance employee skills and knowledge in response to industry developments [143]. Employee and Corporate Information - The total number of employees decreased to 133 as of December 31, 2024, from 159 as of December 31, 2023 [135][138]. - Total salaries and related costs for the year ended December 31, 2024, were approximately HK$28.6 million, a decrease from approximately HK$30.7 million for the year ended December 31, 2023 [135][138]. - Ms. Tang Kam Man has been appointed as the Chief Financial Officer and Company Secretary effective from 8 November 2023, bringing over 14 years of experience in auditing and accounting [185][186]. - Mr. Kan has over 30 years of experience in the fine jewellery industry and has been the CEO since August 2015 [161]. - Ms. Shek has been managing the Group's sales operations and has over 30 years of experience in the fine jewellery industry [165]. - Mr. Wong has over 40 years of experience in accounting, finance, audit, tax, and corporate finance across various international markets [181]. Risk Management - The Group faces potential risks from major customers ceasing business relationships, which could materially affect profitability and financial position [152]. - Credit risk is managed through a dedicated team responsible for credit limits and monitoring to recover overdue debts [154]. - The Company has taken out insurance to enhance the recoverability of trade debtors in the Jewellery Business [155]. - The Group does not currently have an interest rate hedging policy but may consider it if significant interest rate risks arise [153]. - The Group's financial condition may be affected by changes in Hong Kong and PRC tax laws, particularly regarding cross-border processing business [152]. Dividend and Shareholder Information - The Group did not declare any interim dividend for the year ended 31 December 2024, and proposes a final dividend of HK$0.01 per share, totaling HK$13,362,450 [191][195]. - The Board intends to balance dividend distribution, cash flow, and reserves to create long-term value for shareholders, with no assurance of specific dividend amounts for any period [141]. - The final dividend is subject to approval by Shareholders at the annual general meeting scheduled for 2 June 2025 [196]. - The total shares in issue as of the date of the report is used to calculate the proposed final dividend [191].

Financial Performance - The total revenue for the year ended December 31, 2024, was HKD 273,492,000, a decrease of 21.5% compared to HKD 348,711,000 in 2023[3] - Gross profit for the year was HKD 82,544,000, down 19.3% from HKD 102,204,000 in the previous year[3] - The net profit for the year was HKD 9,859,000, a decline of 71.1% from HKD 34,158,000 in 2023[4] - Basic and diluted earnings per share decreased to HKD 0.72 from HKD 2.56, representing a drop of 71.9%[4] - The company reported a loss of HKD 26,293,000 related to impairment losses on assets held for sale[3] - The company reported a loss of HKD 1,655,000 before tax for the year ending December 31, 2024, after accounting for various impairment losses and unallocated expenses[16] - The company's profit before tax decreased to HKD 9,671,000 in 2024 from HKD 34,364,000 in 2023, a decline of about 71.8%[32] - Net profit after tax decreased from approximately HKD 34,200,000 for the year ended December 31, 2023, to approximately HKD 9,900,000 for the year ended December 31, 2024, a decrease of about HKD 24,300,000 or 71.1%[86] Revenue Breakdown - For the year ending December 31, 2024, the total revenue was HKD 273,492,000, with jewelry business contributing HKD 232,805,000, property business HKD 33,530,000, and photovoltaic and energy storage business HKD 7,157,000[16] - For the year ending December 31, 2023, the total revenue was HKD 348,711,000, with jewelry business contributing HKD 286,426,000, property business HKD 59,246,000, and photovoltaic business HKD 3,039,000[17] - Jewelry business revenue fell by approximately HKD 53.6 million, while property business revenue decreased by approximately HKD 25.7 million[56] - Revenue from the photovoltaic power generation and energy storage business increased from approximately HKD 3,000,000 in 2023 to approximately HKD 7,200,000 in 2024, an increase of approximately HKD 4,200,000 or 140%[72] Asset and Liability Changes - Total assets decreased to HKD 647,538,000 from HKD 734,260,000, a reduction of 11.8%[6] - Current liabilities decreased to HKD 143,133,000 from HKD 162,532,000, a decline of 11.9%[6] - Non-current assets increased to HKD 137,465,000 from HKD 103,265,000, an increase of 33.1%[6] - The company’s equity attributable to owners decreased to HKD 609,939,000 from HKD 642,667,000, a decrease of 5.1%[7] - As of December 31, 2024, total assets amounted to HKD 785,003,000, with jewelry business assets at HKD 339,730,000, property business HKD 374,273,000, and photovoltaic and energy storage business HKD 63,786,000[19] - The total liabilities as of December 31, 2024, were HKD 165,485,000, with jewelry business liabilities at HKD 40,483,000, property business HKD 12,855,000, and photovoltaic and energy storage business HKD 39,432,000[19] Market and Business Strategy - The company plans to continue exploring new product development and market expansion strategies in the upcoming year[3] - The company plans to continue its market expansion efforts, particularly in China, where non-current assets have shown significant growth[23] - The jewelry business is expected to continue facing challenges due to the macroeconomic environment, with a focus on overseas market development[48] - The company is actively participating in exhibitions and trade fairs in Hong Kong and overseas to attract new customers and strengthen its jewelry business[48] - The company is in the process of divesting certain interests in its jewelry business in China due to market contraction[46] Dividend and Shareholder Information - The proposed final dividend for the year ending December 31, 2024, is HKD 0.01 per share, totaling approximately HKD 13,362,450[29] - The board has proposed a final dividend of HKD 0.01 per share for the year ended December 31, 2024, down from HKD 0.02 per share for the previous year[107] - The company has not declared any interim dividends for the year ended December 31, 2024[107] - The company repurchased a total of 4,764,000 shares at a total cost of approximately HKD 901,000 during the year[43] Operational Efficiency - The total employee costs decreased to HKD 28,616,000 in 2024 from HKD 30,696,000 in 2023, a reduction of approximately 6.8%[25] - Trade receivables impairment loss for the year was approximately HKD 1,137,000, compared to HKD 835,000 in 2023, reflecting an increase of 36.3%[37] - The total overdue trade receivables amounted to approximately HKD 28,428,000, down from HKD 43,088,000 in 2023, representing a decrease of 34.1%[38] - Trade payables decreased to HKD 28,388,000 in 2024 from HKD 32,481,000 in 2023, a decline of 12.5%[40] - The company has established an internal credit control system to assess the credit quality of potential customers before acceptance[36] Compliance and Governance - The company is currently evaluating the impact of the new Hong Kong Financial Reporting Standard No. 18 on its consolidated financial statements, which will take effect from January 1, 2027[13] - The audit committee has reviewed and confirmed the accounting standards and practices adopted by the group for the year ended December 31, 2024[116] - The company is committed to maintaining high corporate governance standards to protect shareholder interests and enhance corporate value[110] Miscellaneous - The company has not authorized any significant investments or acquisitions of capital assets as of December 31, 2024, but will continue to seek suitable investment opportunities[106] - The executive directors include Mr. Jian Jian Guang, Ms. Shi Mei Zhen, and Mr. Zhong Zhi Qiang, with independent non-executive directors Dr. Wu Hong Bin, Ms. Wu Xian Qiao, and Mr. Huang Wei Qiang[120]

Acquisitions and Disposals - Perfect Group International Holdings Limited completed the acquisition of 55% equity interests in Guangdong Kaisi New Energy Co., Ltd. for approximately RMB 7.15 million in August 2023[13]. - The company disposed of its entire equity interests in Foshan Huaguanhui Property Management Ltd. for approximately RMB 3.7 million (equivalent to approximately HK$4.0 million) in April 2024[16]. - The Group acquired Guangdong Kaisi in 2023, establishing a new Photovoltaic Power Generation Business segment, which generated approximately 3.0 million units of electricity during the six months ended June 30, 2024[29]. - The Group completed the grid connection of ten photovoltaic projects in the PRC with a total capacity of approximately 8,643 kilo-Watt during the same period[29]. - The Group increased its shareholding in Guangdong Huijinying from 61% to 74.67% through a partial acquisition for RMB5,100,000 (approximately HK$5,478,000)[150]. - On June 19, 2024, the Group entered into an agreement to acquire an additional 4.5% equity interest in Guangdong Huijinying for RMB450,000 (approximately HK$483,000), increasing its shareholding from 61% to 70%[156]. - The Group injected RMB4,200,000 into Guangdong Huijinying as paid-up capital, increasing its shareholding from 70% to 74.67%[158]. Financial Performance - Revenue for the six months ended June 30, 2024, was approximately HK$154.7 million, a decrease of approximately HK$19.4 million or 11.1% from HK$174.1 million in the same period of 2023[35]. - Revenue from the Jewellery Business decreased by approximately HK$27.0 million or 17.4%, while the Property Business increased by approximately HK$6.5 million or 35.6% and the Photovoltaic Business increased by approximately HK$1.1 million or 167.3%[36]. - Overall gross profit decreased from approximately HK$57.7 million to approximately HK$42.5 million, a decrease of approximately HK$15.2 million or 26.3%[47]. - The overall gross profit margin decreased from approximately 33.1% to approximately 27.5%, representing a decrease of approximately 5.6 percentage points or 16.9%[48]. - Profit for the six months ended 30 June 2024 was approximately HK$25.2 million, representing an increase of approximately HK$500,000 or 2.0% compared to approximately HK$24.7 million for the same period in 2023[69]. - Total comprehensive income for the period was HK$14,998,000, significantly higher than HK$7,377,000 in 2023, marking an increase of 103.5%[144]. - Basic earnings per share remained stable at 1.90 HK cents, compared to 1.91 HK cents in the same period last year[144]. Segment Performance - The Jewellery Business was significantly impacted by geopolitical tensions, rising interest rates, declining economic growth expectations, and record high gold prices, leading to weakened customer sentiment[20]. - The Group's indirect non-wholly owned subsidiary, Guangdong Huijinying Jewellery Company Limited, commenced operations through its licensed environmental protection center during the same period, integrating its metal refining and purifying processes into the Jewellery Business segment[21]. - The Group expects the Jewellery Business to continue facing challenges in the second half of 2024 due to the macroeconomic environment and market contraction in China, while focusing on enhancing participation in jewellery fairs and developing competitive styles[22]. - The Property Business is expected to continue generating stable rental and management fee income in the second half of 2024, with ongoing efforts to increase occupancy rates[26]. - Revenue from the Photovoltaic Power Generation Business increased from approximately HK$0.7 million to approximately HK$1.7 million, representing an increase of approximately HK$1.0 million or 142.9%[61]. - The jewellery business generated a segment profit of HK$16,937,000, while the property business reported a profit of HK$3,722,000, and the photovoltaic power generation business achieved a profit of HK$794,000[182]. Revenue Breakdown - Revenue from Hong Kong decreased from approximately HK$108.8 million to approximately HK$95.6 million, representing a decrease of approximately HK$13.2 million or 12.1%[40]. - Revenue from Dubai decreased from approximately HK$46.0 million to approximately HK$27.3 million, representing a decrease of approximately HK$18.7 million or 40.6%[41]. - Revenue from the PRC increased from approximately HK$19.4 million to approximately HK$31.9 million, representing an increase of approximately HK$12.5 million or 64.5%[43]. - Revenue breakdown included HK$95,579,000 from Hong Kong, HK$27,299,000 from Dubai, and HK$31,857,000 from the PRC[197]. Expenses and Costs - Selling and distribution costs decreased from approximately HK$7.9 million to approximately HK$7.1 million, a decrease of approximately HK$0.8 million or 10.1%[62]. - General and administrative expenses decreased from approximately HK$23.8 million to approximately HK$22.7 million, a decrease of approximately HK$1.1 million or 4.6%[63]. - Finance costs increased to approximately HK$0.8 million for the six months ended 30 June 2024, up from approximately HK$0.6 million for the same period in 2023[67]. - The gross profit from the Jewellery Business was approximately HK$33.2 million, a decrease of approximately HK$12.5 million or 27.4% compared to the previous year[50]. - The gross profit from the Property Business was approximately HK$8.3 million, a decrease of approximately HK$3.6 million or 30.5% compared to the previous year[50]. - The gross profit from the Photovoltaic Power Generation Business was approximately HK$1.0 million, an increase of approximately HK$1.0 million or 2,083.3% compared to the previous year[50]. Assets and Liabilities - Current assets amounted to approximately HK$694.5 million as at 30 June 2024, down from approximately HK$734.3 million as at 31 December 2023[70]. - Total interest-bearing bank loans increased to approximately HK$43.1 million as at 30 June 2024, up from approximately HK$25.0 million as at 31 December 2023[71]. - The gearing ratio was approximately 0.07 as at 30 June 2024, compared to approximately 0.04 as at 31 December 2023[75]. - Net assets as of June 30, 2024, were HK$637,374,000, down from HK$649,704,000 at the end of 2023, a decrease of 1.9%[146]. - The total consolidated assets decreased slightly to HK$818,398,000 from HK$837,525,000 as of December 31, 2023[194]. Corporate Governance and Management - The Company adopted the Corporate Governance Code and met the provisions set out in Part 2 of the CG Code, with a deviation from code provision C.2.1[114]. - The roles of chairman and chief executive officer are held by the same individual, Mr. Kan Kin Kwong, which the Directors believe is beneficial for management[115]. - The Company has no provisions for pre-emptive rights under its memorandum and articles of association[120]. - The Company will continue to enhance its corporate governance practices appropriate to its operations and growth[114]. - The Group's management has implemented a share option scheme to incentivize employees based on their individual performance[89]. Employee and Shareholder Information - The Group had a total of 132 employees as of June 30, 2024, down from 154 employees as of December 31, 2023[89]. - The Board resolved not to declare any interim dividend for the six months ended June 30, 2024, consistent with the decision for the same period in 2023[94]. - As of June 30, 2024, Mr. Kan Kin Kwong holds 886,959,000 shares, representing approximately 68.32% of the company's shareholdings[98]. - Immaculate Diamonds Limited, controlled by Mr. Kan, holds 729,000,000 shares, accounting for 54.36% of the company's total shares[101]. - The maximum number of shares that may be issued upon exercise of all share options under the Share Option Scheme is capped at 10% of the total shares in issue, equating to 45,000,000 shares, which is 135,000,000 shares post-share subdivision in September 2017[108]. Audit and Compliance - The Audit Committee has reviewed the unaudited condensed consolidated financial statements for the six months ended June 30, 2024[134]. - The auditor, Moore CPA Limited, conducted a review of the interim results in accordance with Hong Kong Standard on Review Engagements 2410[134]. - The Group's financial controls, risk management, and internal control systems have been reviewed by the Audit Committee[133]. - The Group has maintained sufficient public float since its listing on the Stock Exchange[126].

Financial Statements [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2024, the Group's revenue decreased by 11.1% to HKD 155 million, primarily due to a decline in the jewellery business, while profit for the period slightly increased to HKD 25.24 million due to an income tax credit Key Performance Indicators for H1 2024 | Indicator | For the Six Months Ended June 30, 2024 (HKD thousands) | For the Six Months Ended June 30, 2023 (HKD thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 154,735 | 174,120 | -11.1% | | Gross Profit | 42,503 | 57,667 | -26.3% | | Profit before Income Tax | 17,574 | 26,931 | -34.7% | | Profit for the Period | 25,241 | 24,700 | +2.2% | | Profit Attributable to Owners of the Company | 25,429 | 25,549 | -0.5% | | Basic Earnings Per Share | 1.90 HK cents | 1.91 HK cents | -0.5% | [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2024, the Group's total assets slightly decreased to HKD 818 million, with net assets at HKD 637 million, while net current assets of HKD 536 million indicate strong short-term solvency Summary of Financial Position | Indicator | As of June 30, 2024 (HKD thousands) | As of December 31, 2023 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 123,945 | 103,265 | +20.0% | | Current Assets | 694,453 | 734,260 | -5.4% | | **Total Assets** | **818,398** | **837,525** | **-2.3%** | | Current Liabilities | 158,046 | 162,532 | -2.8% | | Non-current Liabilities | 22,978 | 25,289 | -9.1% | | **Total Liabilities** | **181,024** | **187,821** | **-3.6%** | | **Net Assets** | **637,374** | **649,704** | **-1.9%** | Notes to the Financial Statements [Company Information and Accounting Policies](index=5&type=section&id=Company%20Information%20and%20Accounting%20Policies) The Group operates in three main segments: jewellery, property investment and development in Foshan, China, and photovoltaic power generation, with financial statements prepared under HKAS 34 using consistent accounting policies - The company's core businesses span **jewellery, property, and photovoltaic power generation** sectors[5](index=5&type=chunk) - Interim financial statements are prepared under **HKAS 34**, with accounting policies consistent with the prior year and no significant impact from newly adopted standard amendments[6](index=6&type=chunk)[8](index=8&type=chunk) [Consolidation Accounting and Restatement](index=6&type=section&id=Consolidation%20Accounting%20and%20Restatement) The Group adopted consolidation accounting and restated comparative financial data for 2023 due to the acquisition of a 55% interest in Guangdong Kais New Energy Co., Ltd., a business combination under common control - The Group adopted consolidation accounting and retrospectively restated the 2023 comparative profit or loss and cash flow statements due to the acquisition of a target company under common control[10](index=10&type=chunk)[11](index=11&type=chunk)[46](index=46&type=chunk) Impact of Consolidation Accounting on H1 2023 Profit or Loss | Item | Previously Reported (HKD thousands) | Consolidation Adjustment (HKD thousands) | Restated (HKD thousands) | | :--- | :--- | :--- | :--- | | Revenue | 173,468 | 652 | 174,120 | | Gross Profit | 57,619 | 48 | 57,667 | | Profit for the Period | 24,895 | (195) | 24,700 | [Revenue and Segment Information](index=10&type=section&id=Revenue%20and%20Segment%20Information) In H1 2024, total revenue decreased by 11.1% to HKD 155 million, primarily due to a 17.4% decline in the jewellery business, while property and PV power generation segments grew, and the PV segment turned profitable Revenue by Business Segment | Business Segment | H1 2024 (HKD thousands) | H1 2023 (HKD thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Jewellery Business | 128,275 | 155,244 | -17.4% | | Property Business | 24,717 | 18,224 | +35.6% | | Photovoltaic (PV) Power Generation Business | 1,743 | 652 | +167.3% | | **Total** | **154,735** | **174,120** | **-11.1%** | Results by Business Segment | Business Segment | H1 2024 (HKD thousands) | H1 2023 (HKD thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Jewellery Business | 16,937 | 27,582 | -38.6% | | Property Business | 3,722 | 6,367 | -41.5% | | Photovoltaic (PV) Power Generation Business | 794 | (66) | Swung to Profit | | **Total** | **21,453** | **33,883** | **-36.7%** | [Notes on Key Financial Items](index=16&type=section&id=Notes%20on%20Key%20Financial%20Items) This section details the composition and changes in key financial items, including profit before income tax, tax, dividends, EPS, receivables, payables, and share capital, noting an income tax credit from prior year over-provision and share repurchases [Income Tax](index=17&type=section&id=Income%20Tax) The Group recorded an income tax credit of HKD 7.67 million in H1 2024, primarily due to the reversal of an over-provision for prior year taxes in China - An income tax credit of **HKD 7.67 million** was recorded for the period, primarily due to the reversal of an over-provision for prior year taxes in China[28](index=28&type=chunk)[74](index=74&type=chunk) [Dividends](index=18&type=section&id=Dividends) The Board resolved not to declare an interim dividend for H1 2024, while the 2023 final dividend of HKD 0.02 per share, totaling HKD 26.79 million, was confirmed and paid during the period - The Board did not declare an interim dividend for **2024**[31](index=31&type=chunk)[86](index=86&type=chunk) - The **2023 final dividend** of **HKD 0.02 per share**, totaling **HKD 26.79 million**, was paid during the period[31](index=31&type=chunk) [Share Capital](index=22&type=section&id=Share%20Capital) In April 2024, the company repurchased 1,587,000 of its own shares at an average price of HKD 0.190 per share, which remained pending cancellation as of June 30, 2024 - The company repurchased **1,587,000 shares** in April 2024 for a total consideration of approximately **HKD 0.3 million**, which remained uncancelled at period-end[40](index=40&type=chunk)[89](index=89&type=chunk) [Disposal of a Subsidiary](index=23&type=section&id=Disposal%20of%20a%20Subsidiary) On April 1, 2024, the Group disposed of its wholly-owned property management subsidiary, Foshan Huaguanhui Property Management Co., Ltd., to an independent third party for approximately HKD 3.96 million, generating a gain of about HKD 2.83 million - The Group completed the disposal of its subsidiary, Foshan Huaguanhui Property Management, in April 2024, recording a gain of approximately **HKD 2.83 million**[43](index=43&type=chunk)[44](index=44&type=chunk)[48](index=48&type=chunk) Management Discussion and Analysis [Business Review and Outlook](index=26&type=section&id=Business%20Review%20and%20Outlook) In H1 2024, the Group's three core businesses showed mixed performance, with jewellery facing headwinds, property providing stable income, and PV power generation emerging as a new growth driver with ten grid-connected projects and future plans for energy storage systems [Jewellery Business](index=26&type=section&id=Jewellery%20Business) The jewellery business faced reduced customer demand due to geopolitical tensions, high interest rates, and record gold prices, prompting the Group to focus on overseas market expansion and new product development - Unfavorable macroeconomic conditions and high gold prices negatively impacted the **jewellery business**[50](index=50&type=chunk) - Future strategy will focus on strengthening **overseas market expansion** and **product research and development**[51](index=51&type=chunk) [Property Business](index=27&type=section&id=Property%20Business) Property leasing and management services from the Baofa Jewellery Industrial Centre in Foshan provide stable income, with future plans to continue property sales or leasing and improve occupancy rates to enhance profitability - Property leasing and management services provide **stable income** for the Group[52](index=52&type=chunk) - Future plans include exploring **disposal opportunities** and increasing **occupancy rates** to expand profitability[53](index=53&type=chunk) [Photovoltaic (PV) Power Generation Business](index=27&type=section&id=Photovoltaic%20%28PV%29%20Power%20Generation%20Business) The rapidly developing PV power generation business, a new diversified income source, completed ten grid-connected projects in China with a total capacity of 8,643 kW by June 30, 2024, and generated approximately 3 million kWh, with future plans to explore PV energy storage systems - As of June 30, 2024, the PV business completed **ten grid-connected projects** with a total capacity of approximately **8,643 kW**[54](index=54&type=chunk) - The Group is optimistic about the long-term potential of PV power generation and actively researching **PV energy storage system plans**[55](index=55&type=chunk) [Financial Review](index=28&type=section&id=Financial%20Review) In H1 2024, total revenue decreased by 11.1% to HKD 155 million, primarily due to a 17.4% decline in the jewellery business, and overall gross margin fell to 27.5%, yet profit for the period slightly increased by 2.0% to HKD 25.2 million due to a gain on disposal of a subsidiary and income tax credit Revenue by Geographical Region | Region | H1 2024 (HKD thousands) | H1 2023 (HKD thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Hong Kong | 95,579 | 108,759 | -12.1% | | Dubai | 27,299 | 45,995 | -40.6% | | China | 31,857 | 19,366 | +64.5% | | **Total** | **154,735** | **174,120** | **-11.1%** | - Revenue declined in **Hong Kong** and **Dubai** markets due to weak consumer sentiment, while **China** market revenue increased due to higher property sales and PV business growth[59](index=59&type=chunk) - Overall gross margin decreased from **33.1% to 27.5%**, primarily impacted by declining gross margins in the **jewellery** and **property businesses**[60](index=60&type=chunk)[61](index=61&type=chunk) [Liquidity and Financial Resources](index=34&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2024, the Group maintained a robust financial position with a current ratio of 4.4, strong short-term solvency, cash and cash equivalents of approximately HKD 135 million, and a low gearing ratio of 0.07, indicating controlled financial leverage Key Financial Ratios | Indicator | As of June 30, 2024 | As of December 31, 2023 | | :--- | :--- | :--- | | Current Ratio | 4.4 | 4.5 | | Gearing Ratio | 0.07 | 0.04 | - The Directors believe the Group has **sufficient working capital** to support its ongoing operations and business development[75](index=75&type=chunk) Corporate Governance and Other Information [Human Resources](index=36&type=section&id=Human%20Resources) As of June 30, 2024, the Group had 132 employees across Hong Kong, China, and Dubai, a decrease from 154 at the end of 2023, with total staff costs for H1 2024 at approximately HKD 14.5 million, and competitive remuneration packages including share option schemes - As of June 30, 2024, the Group had **132 employees**, with total staff costs for H1 2024 amounting to **HKD 14.5 million**[83](index=83&type=chunk) [Corporate Governance and Compliance](index=37&type=section&id=Corporate%20Governance%20and%20Compliance) During the reporting period, the company largely complied with the Corporate Governance Code, with a deviation noted for the combined roles of Chairman and CEO held by Mr. Kan Kin Kwong, and the Audit Committee and auditors have reviewed the interim results - The company complies with the Corporate Governance Code, though the roles of Chairman and Chief Executive Officer are not separated, both held by founder **Mr. Kan Kin Kwong**[87](index=87&type=chunk) - During the period, the company repurchased **1,587,000 ordinary shares** from the market for a total consideration of **HKD 0.3 million**[89](index=89&type=chunk) - The Audit Committee has reviewed the unaudited interim financial statements, and the auditors have completed their review in accordance with relevant standards[91](index=91&type=chunk)

Jewellery Business Performance - The Jewellery Business was significantly impacted by geopolitical tensions, rising interest rates, and declining economic growth expectations, which weakened customer sentiment [18]. - In Q1 2024, the Group expects the Jewellery Business to continue facing challenges due to the ongoing macroeconomic environment [23]. - The Group remains cautiously optimistic about the Jewellery Business in the coming months, with a focus on overseas market development [24]. - Revenue from the Jewellery Business decreased by approximately HK$40.1 million, while the Property Business increased by approximately HK$11.8 million and the Photovoltaic Power Generation Business increased by approximately HK$3.0 million [54]. - Revenue from the Jewellery Business decreased from approximately HK$326.6 million for the year ended 31 December 2022 to approximately HK$286.4 million for the year ended 31 December 2023, representing a decrease of approximately HK$40.2 million or 12.3% [70]. - Gross profit from the Jewellery Business decreased from approximately HK$85.1 million for the year ended 31 December 2022 to approximately HK$80.5 million for the year ended 31 December 2023, a decrease of approximately HK$4.6 million or 5.4% [71]. - The Group aims to enhance the deployment of jewellery fairs and exhibitions to attract new customers and consolidate the Jewellery Business [23]. - The Group will focus on developing competitive jewellery styles in the market to improve customer acquisition [23]. - The Group's strategy includes diversifying revenue streams to improve overall profitability amid challenges in the jewellery market [30][36]. Property Business Performance - In Q1 2024, the occupancy rate of executive dormitories significantly improved, contributing to stable rental and management fee income for the Property Business [29][32]. - The Group aims to enhance profitability in the Property Business by optimizing the car park leasing business in the Perfect Group Jewellery Industry Park [29][32]. - Revenue from the Property Business increased from approximately HK$47.5 million for the year ended 31 December 2022 to approximately HK$59.3 million for the year ended 31 December 2023, representing an increase of approximately HK$11.8 million or 24.8% [76]. - Property management fee income increased from approximately HK$6.5 million for the year ended 31 December 2022 to approximately HK$11.0 million for the year ended 31 December 2023, an increase of approximately HK$4.5 million or 68.5% [79]. Photovoltaic Power Generation Business - The Group completed the grid connection of eight photovoltaic projects in China with a total capacity of approximately 5,882 kW, generating about 3.6 million units of electricity in 2023 [31][34]. - The acquisition of Guangdong Kaisi for approximately RMB 7.15 million was completed in August 2023, marking the entry into the photovoltaic power generation business [41][42]. - Guangdong Kaisi charges users approximately 70% to 90% of the official electricity rate, with unutilized electricity sold to the local electricity bureau at a reduced rate [30][33]. - Revenue from the Photovoltaic Power Generation Business was approximately HK$3.0 million for the year ended 31 December 2023, with a gross profit of approximately HK$1.7 million and a gross profit margin of 56.2% [82]. Financial Performance Overview - Overall revenue decreased from approximately HK$374.0 million in 2022 to approximately HK$348.7 million in 2023, representing a decrease of approximately HK$25.3 million or 6.8% [54]. - Overall gross profit decreased from approximately HK$114.7 million in 2022 to approximately HK$102.2 million in 2023, a decrease of approximately HK$12.5 million or 10.9% [66]. - The overall gross profit margin decreased from approximately 30.7% for the year ended 31 December 2022 to approximately 29.3% for the year ended 31 December 2023, a decrease of approximately 1.4 percentage points or 4.6% [69]. - The profit attributable to shareholders for the year ended December 31, 2023, was approximately HK$29.4 million, unchanged from the previous year [47]. - Profit after taxation for the year ended December 31, 2023, was approximately HK$34.2 million, representing an increase of approximately HK$6.8 million or 24.8% from approximately HK$27.4 million in the previous year [96][99]. Assets and Liabilities - Non-current assets increased to approximately HK$93.4 million as of December 31, 2023, up from approximately HK$60.1 million as of December 31, 2022, primarily due to the installation of photovoltaic equipment [101][104]. - Current assets rose significantly to approximately HK$734.3 million as of December 31, 2023, an increase of approximately HK$246.3 million or 50.5% from approximately HK$488.0 million as of December 31, 2022 [103][105]. - Current liabilities decreased to approximately HK$162.5 million as of December 31, 2023, down by approximately HK$9.1 million or 5.3% from approximately HK$171.6 million as of December 31, 2022 [107][110]. - The Group's cash and cash equivalents rose to approximately HK$76.0 million as of December 31, 2023, compared to approximately HK$53.9 million as of December 31, 2022, with RMB-denominated cash increasing to approximately HK$49.9 million from HK$16.7 million [114][118]. Governance and Management - The company has a strong governance structure with independent non-executive directors serving on key committees, ensuring oversight and strategic direction [171]. - The management team is well-qualified, with members holding advanced degrees and professional certifications in finance and accounting [172]. - The company aims to leverage the extensive experience of its directors to navigate market challenges and capitalize on growth opportunities [171]. - The independent non-executive directors bring diverse international experience, contributing to the company's strategic decision-making processes [178]. Risk Management - The Group faces currency risk primarily from transactions in HKD, USD, RMB, and AED, with sales mainly in USD and expenses in both USD and HKD [142]. - The Group's exposure to currency risk is not significant due to the pegging of HKD and AED to USD, minimizing the impact of USD fluctuations on operational performance [144]. - The Group is exposed to cash flow interest rate risk from variable interest rates on bank balances and borrowings, with no current hedging policy in place [147]. - The Group's maximum exposure to credit risk is the carrying amount of financial assets, with measures in place to minimize this risk through credit limit determinations and monitoring [152]. Dividend Policy - The Group's dividend policy aims to balance dividend distribution with adequate cash flow and reserves to meet working capital requirements and growth opportunities [139]. - The Directors propose a final dividend of HK$0.02 per share, totaling HK$26,820,180 for the year ended 31 December 2023, consistent with the previous year's proposal [190]. - The board plans to maintain dividend distribution to create long-term value for shareholders, balancing cash flow and reserves [141].