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11月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 亨利加集團有限公司 (於開曼群島註冊成立之有限公司) 呈交日期: 2025年12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) | 03638 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 800,000,000 | HKD | | 0.1 HKD | | 80,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 800,000,000 | HKD | | 0.1 HKD | | 80,000,000 | 本月底法定/註冊股本 ...

Core Viewpoint - The company, Henry Group (03638), reported a significant decline in its mid-term performance for the six months ending September 30, 2025, with a notable drop in both revenue and profit [1] Financial Performance - The group's revenue for the period was HKD 87.143 million, representing a year-on-year decrease of 48.67% [1] - Shareholders' profit amounted to HKD 0.68 million, down 40.51% compared to the previous year [1] - Earnings per share were reported at HKD 0.0088 [1]

Group 1 - The core viewpoint of the article is that Henry Group (03638) reported a significant decline in its interim performance for the six months ending September 30, 2025, with a revenue drop of 48.67% year-on-year [1] - The group's revenue for the period was HKD 87.143 million, indicating a substantial decrease compared to the previous year [1] - Shareholders' profit attributable to the company was HKD 680,000, reflecting a year-on-year decrease of 40.51% [1] - Earnings per share were reported at HKD 0.0088 [1]

Financial Performance - For the six months ended September 30, 2025, the company reported revenue of HKD 487,143 thousand, a decrease of 71.3% compared to HKD 169,763 thousand in the same period last year[3]. - The gross profit for the same period was HKD 52,077 thousand, representing a gross margin of approximately 10.7%[3]. - Operating profit decreased to HKD 6,105 thousand, down 36.4% from HKD 9,564 thousand in the previous year[3]. - The net profit attributable to the company's owners was HKD 680 thousand, a decline of 40.4% compared to HKD 1,143 thousand in the prior year[3]. - Basic earnings per share for the period was HKD 0.88, down from HKD 1.45 in the same period last year[3]. - The company recorded a profit of HKD 1,143,000 for the six months ended September 30, 2025, compared to a profit of HKD 2,709,000 for the same period in the previous year, representing a decrease of about 58%[8]. - The total comprehensive income for the period was HKD 3,877,000, down from HKD 3,852,000 in the previous period, showing a slight increase of 0.65%[8]. - The profit attributable to the company's owners for the six months ended September 30, 2025, was HKD 680,000, while for the same period in 2024, it was HKD 1,143,000, representing a decrease of approximately 40.5%[31]. - Basic earnings per share for the six months ended September 30, 2025, was HKD 0.88, compared to HKD 1.45 for the same period in 2024, reflecting a decline of about 39.3%[31]. Assets and Liabilities - Total assets as of September 30, 2025, amounted to HKD 734,061 thousand, an increase from HKD 559,694 thousand as of March 31, 2025[7]. - The company's total liabilities increased to HKD 523,028 thousand from HKD 361,560 thousand in the previous period[7]. - The company reported a total equity of HKD 211,033 thousand, up from HKD 198,134 thousand[6]. - The company reported a total equity of HKD 279,110,000 as of September 30, 2025, reflecting a decrease from HKD 282,974,000 as of March 31, 2025, indicating a decline of approximately 1%[8]. - The company’s accumulated losses amounted to HKD 368,148,000 as of September 30, 2025, compared to HKD 369,291,000 as of March 31, 2025, indicating a reduction in losses by approximately 0.3%[8]. - The company’s total liabilities decreased to HKD 449,564,000 as of September 30, 2025, from HKD 445,385,000 as of March 31, 2025, indicating a slight increase in liabilities by about 0.5%[9]. - The company’s share capital remained unchanged at HKD 7,742,000 as of September 30, 2025[9]. Revenue Breakdown - Total revenue for the six months ended September 30, 2025, was HKD 87,143,000, a decrease of 48.7% compared to HKD 169,763,000 for the same period in 2024[15]. - Revenue from customer contracts amounted to HKD 83,717,000, down 50.4% from HKD 168,714,000 year-over-year[16]. - The revenue breakdown from customer contracts included sales of goods at HKD 43,498,000, a decline of 64.9% from HKD 123,862,000 in the previous year[16]. - The financial services segment generated HKD 26,536,000 in revenue, representing a significant increase compared to HKD 1,741,000 in the prior year[19]. - The company recognized revenue at a point in time for HKD 82,423,000 and over time for HKD 1,294,000[16]. Operational Segments - The group has identified four operational segments: Computer and Electronic Products Trading, Food Trading, Financial Services, and Family Office Services[17]. - The revenue from the computer and electronic products trading segment was approximately HKD 2,800,000, accounting for about 3.3% of the group's total revenue[49]. - The food trading segment's revenue increased to approximately HKD 40,700,000, representing about 46.7% of the group's total revenue, with a significant rise in gross profit from HKD 2,300,000 to HKD 8,300,000, resulting in a gross margin increase of approximately 13.7%[57]. - The financial services sector is experiencing internal optimization and upgrades due to ongoing global economic uncertainties, geopolitical adjustments, and fluctuating interest rates, reinforcing Hong Kong's position as an international financial hub[60]. Cash Flow and Investments - Cash and cash equivalents rose significantly to HKD 102,345 thousand from HKD 21,898 thousand[6]. - The total amount of cash deposits, prepayments, and other receivables as of September 30, 2025, was HKD 28,674,000, compared to HKD 13,031,000 as of March 31, 2025, indicating a substantial increase[38]. - The company acquired property, plant, and equipment amounting to approximately HKD 4,108,000 during the period, an increase from HKD 2,102,000 in the same period last year[34]. - The net amount of loans receivable as of September 30, 2025, was HKD 84,400,000, a significant increase from HKD 38,736,000 as of March 31, 2025[36]. Market Expansion and Strategy - The company has plans for market expansion and new product development, although specific details were not disclosed in the earnings call[2]. - The company established Shanghai Henry Technology Co., Ltd. to expand its electronic trading business in mainland China[46]. - The electronic trading business aims to cover the Yangtze River Delta economic zone and broader inland markets, enhancing cross-border operations with existing Hong Kong business[48]. - The group plans to strengthen long-term relationships with suppliers and customers through better negotiation terms and cost control measures[49]. - The food trading segment aims to expand its product offerings by obtaining certifications from the Marine Stewardship Council (MSC) and the Aquaculture Stewardship Council (ASC) to ensure sustainable sourcing[57]. Compliance and Governance - The Audit Committee has been established to review and supervise the group's financial reporting, risk management, and internal control procedures[167]. - The Audit Committee consists of three independent non-executive directors, including Mr. Lu Kang Cheng as the chairman[167]. - The company has engaged external auditors to review the provisioning methods used for expected credit losses[78]. - The board has not been made aware of any contingent liabilities during the due diligence period[79]. Future Outlook - The group is adjusting its product portfolio and optimizing its supply chain to enhance long-term competitiveness by 2025[51]. - The family office services market in Hong Kong is transitioning to stable growth and deeper integration, reflecting a mature market characteristic[113]. - The family office services team intends to capture emerging market opportunities to provide comprehensive and forward-looking services for family clients[124].

Group 1 - The company announced a subscription agreement for 450 new shares of Adorable, totaling HKD 15 million, which will reduce the company's ownership in Adorable from 100% to 55% [1] - The subscription represents 45% of Adorable's enlarged share capital, resulting in Adorable becoming an indirect non-wholly owned subsidiary of the company [1] Group 2 - Adorable has conditionally agreed to acquire a total of 40% equity in FSH from the sellers for HKD 1.808 million, increasing the company's stake in FSH from 30% to 70% [2] - The acquisition will allow FSH to be classified as a non-wholly owned subsidiary, with its financial performance consolidated into the company's financial statements [2] Group 3 - The subscription is expected to provide Adorable with new capital of approximately HKD 15 million, with a net amount of about HKD 14.5 million available for operational and business needs [2] - The strategic acquisition aligns with the company's financial services development plan, aiming to capture high-growth opportunities in specific financial segments, particularly in the asset management market in Hong Kong and China [3] - This strategic diversification will enhance the company's competitive advantage and open new revenue streams, solidifying its market position in the financial services industry [3]

Group 1 - The core announcement involves Adorable, a wholly-owned subsidiary of the company, entering into subscription agreements to issue 450 new shares for a total subscription price of 15 million HKD, resulting in a reduction of the company's stake in Adorable from 100% to 55% [1] - The subscription will lead to Adorable becoming an indirect non-wholly-owned subsidiary of the company, as it will sell 45% of its equity [1] Group 2 - Adorable has also agreed to acquire a conditional 40% stake in FSH from sellers for a total consideration of 1.808 million HKD, increasing the company's interest in FSH from 30% to 70% [2] - Following the completion of the acquisition, FSH will be classified as a non-wholly-owned subsidiary, and its financial performance will be consolidated into the company's financial statements [2] Group 3 - The subscription is expected to provide Adorable with new capital of approximately 15 million HKD, with a net amount of about 14.5 million HKD available for operational and business needs [2] - The acquisition aligns with the company's strategic development plan in financial services, aiming to capture high-growth opportunities in specific financial segments, particularly in the asset management market in Hong Kong and China [3] - This strategic diversification will enhance the company's competitive advantage and open new revenue streams, solidifying its market position in the financial services industry [3]

Core Viewpoint - Henry Group (03638.HK) announced a subscription agreement involving the indirect wholly-owned subsidiary Adorable, with a total subscription price of HKD 15 million for 450 new shares, representing 45% of Adorable's enlarged share capital [1] Group 1 - The subscription will reduce Henry Group's ownership in Adorable from 100% to 55%, effectively constituting a sale of 45% equity in Adorable [1] - Upon completion of the subscription, Adorable will become an indirect non-wholly-owned subsidiary of Henry Group [1] Group 2 - The subscription is expected to bring in new capital of approximately HKD 15 million, with a net proceeds of about HKD 14.5 million [1] - After fulfilling the conditions of the subscription agreement, approximately HKD 1.8 million will be used directly for the acquisition cost, while the remaining balance of about HKD 12.7 million will support the working capital and business needs of Wanhai Securities, Wanhai SP, and FSH Group [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 之 有 限 公 司 （股份代號：3638） 須予披露交易： 視作出售於ADORABLE GOLDEN LIMITED 之45%股權 上市規則之涵義 由於該等認購事項將導致本集團於Adorable之股權減少，故該等認購事項構成上市規 則第14.29條項下的視作出售事項。 由於根據上市規則第14.07條就視作出售事項計算的最高適用百分比率超過5%但低於 25% ，故視作出售事項構成本公司的須予披露交易，須遵守上市規則第14章項下的申 報及公佈規定，惟獲豁免遵守股東批准規定。 及 收購香港金融服務控股有限公司 之40%股權 視作出售事項 董事會宣佈，於二零二五年十一月二十八日（聯交所交易時段後），Adorable（本公司 之間接全資附屬公司）與該等認購人訂立該等認購協議，內容有關認購合共450股新 Adorable股份，總認購價為15,000,003港元。450股新Adora ...

Core Viewpoint - The company, Henry Group (03638.HK), has announced a board meeting scheduled for November 28, 2025, to review and approve the unaudited interim results for the six months ending September 30, 2025, and to consider the proposal for an interim dividend, if any [1] Company Summary - The board meeting will take place at the new Hong Kong Shun Tak Centre, 22nd Floor, located at 30 Harbour Road, Wan Chai, Hong Kong [1]

亨利加集團有限公司（「本公司」）董事會（「董事會」）宣佈，董事會會議將於二零二五年十 一月二十八日（星期五）於香港灣仔港灣道三十號新鴻基中心二十二樓舉行，藉以（其中包 括）審議及批准本公司及其附屬公司截至二零二五年九月三十日止六個月之未經審核中期 業績及其刊發並考慮派發中期股息之建議（如有）。 承董事會命 亨利加集團有限公司 主席及執行董事 張烈雲 香港，二零二五年十一月十四日 於本公告日期，執行董事為張烈雲先生、陳永森先生及羅穎女士；及獨立非執行董事為 盧康成先生、梁煒堃先生及李家樑先生。 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之任何損失承擔任何責任。 （ 於 開曼群島註 冊 成 立 之 有 限 公 司 ） （股份代號：3638） 董事會會議通告 ...