Group 1 - The company has announced a new business segment focused on providing an instant delivery system service for chain supermarkets and hypermarkets [1] - The company is in advanced negotiations with several leading online supermarkets and large physical chain supermarkets to utilize its instant delivery system service in certain regions of China [2] - The instant delivery system service will include a comprehensive solution for supermarkets and delivery personnel, featuring dedicated electric delivery vehicles, new energy batteries, charging equipment, and corresponding smart management software [2] Group 2 - The company has signed a licensing agreement with an independent software development company for smart management software, which will be used across all regions in China [3] - The online platform will allow delivery personnel to rent electric delivery vehicles and related accessories, optimizing delivery efficiency through features such as AI scheduling and route optimization [3] - The smart management software operates on a SaaS platform and includes functionalities like energy consumption management and automated settlement of rental and charging fees [3][4] Group 3 - The company has entered into a procurement contract with a supplier for a total amount of RMB 20 million, involving 3,200 sets of electric delivery vehicles and related accessories [5] - The procurement will ensure that the vehicles meet the company's specified functionality, quality, and safety standards for rental by delivery personnel [5] Group 4 - The company is in in-depth discussions with several financing leasing companies to arrange financial leasing for the electric delivery vehicles once they are registered with the relevant government departments [6] - The board believes that providing instant delivery system services to supermarkets represents a blue ocean market, particularly with the rapid expansion of the domestic fresh e-commerce market [6] - The company anticipates that this new business segment will significantly diversify its operations and increase revenue sources [6]

Core Viewpoint - Tian Cai Holdings (03882) has announced a capital injection and loan capitalization agreement with JSC, which will significantly increase its stake in JSC and improve JSC's capital structure [1][2] Group 1: Capital Injection Agreement - On July 7, 2025, Tian Cai Holdings' indirect non-wholly owned subsidiary SL Vietnam agreed to subscribe for new shares in JSC, representing 26.89% of JSC's total issued share capital as of the announcement date, with a total subscription price of $1 million for general working capital [1] - After the completion of the capital injection, SL Vietnam's stake in JSC will be 21.19% of the total issued share capital [1] Group 2: Loan Capitalization Agreement - On July 16, 2025, SL Imaging, a wholly-owned subsidiary of Tian Cai Holdings, entered into a loan capitalization agreement with JSC, agreeing to subscribe for capitalized shares representing 54.38% of JSC's total issued share capital as of the announcement date, with a total issuance price of $11 million to capitalize unpaid loan principal [1] - Following the completion of the loan capitalization, SL Imaging will hold 30.00% of JSC's total issued share capital [1] Group 3: Share Purchase Agreement - After the completion of the capital injection and loan capitalization, SL Vietnam will enter into a share purchase agreement with the seller (a joint venture partner of JSC), agreeing to purchase shares representing 25.31% of JSC's total issued share capital as of the announcement date, for a consideration of $100,000 [2] - Upon completion of all transactions, Tian Cai Holdings will hold 99.45% of JSC's total issued share capital, with 69.45% held through SL Vietnam and 30.00% through SL Imaging [2] Group 4: Strategic Implications - The capital injection and loan capitalization will enhance JSC's capital structure and improve its debt-to-equity ratio, enabling JSC to expand its production facilities and capacity in Vietnam amid U.S. tariff issues [2]

Core Viewpoint - The company, Tian Cai Holdings, is engaging in significant capital transactions involving its indirect non-wholly owned subsidiary, JSC, to enhance its operational capacity and financial stability in response to market conditions, particularly the U.S. tariff situation [1][3]. Group 1: Capital Injection and Share Issuance - On July 7, 2025, SL Vietnam, an indirect non-wholly owned subsidiary of the company, entered into a capital injection agreement with JSC, agreeing to subscribe for new shares representing 26.89% of JSC's total issued share capital as of the announcement date, with a total subscription price of $1,000,000 for general working capital [1]. - Following the completion of the capital injection, SL Imaging, a wholly-owned subsidiary, will also enter into a loan capitalization agreement with JSC, agreeing to subscribe for capitalized shares representing 54.38% of JSC's total issued share capital as of the announcement date, with a total issuance price of $11,000,000 to capitalize outstanding loan principal [1][3]. Group 2: Ownership Structure Post Transactions - After the completion of the capital injection and loan capitalization, SL Vietnam will enter into a purchase agreement to acquire shares from the seller, which will result in the company holding 99.45% of JSC's total issued share capital, with 69.45% held through SL Vietnam and 30.00% through SL Imaging [2]. - As of the announcement date, the group holds 73.70% of JSC's issued share capital, with the seller and independent third parties holding 25.31% and 0.99%, respectively [2]. Group 3: Financial Impact and Strategic Goals - The capital injection and loan capitalization are expected to improve JSC's capital structure and debt ratio, thereby enhancing its ability to expand production facilities and capacity in Vietnam amid U.S. tariff challenges [3].

Group 1 - The company is in discussions with several leading online supermarkets and large physical chain supermarkets to provide instant delivery system services in specific regions [1] - The company will offer a comprehensive instant delivery system service that includes dedicated electric delivery vehicles, new energy batteries, new energy charging equipment, and corresponding intelligent management software [1] - A memorandum of understanding has been signed with an independent third-party service provider regarding the licensing of intelligent management software, which is a SaaS-based fleet management system [1] Group 2 - The company is negotiating with multiple OEM or ODM manufacturers for electric delivery vehicles, new energy batteries, and new energy charging equipment to procure logistics hardware that meets specified functional, quality, and safety standards [1] - The board believes that providing instant delivery system services to supermarkets represents a blue ocean market with significant commercial potential [2] - By entering the instant delivery system service sector, the company aims to diversify its business and increase revenue sources [2]

Financial Performance - For the fiscal year 2024, the company reported revenue of approximately HKD 296.4 million, a decrease of 3.8% compared to HKD 308.2 million in 2023[8] - The gross profit for the fiscal year 2024 was HKD 59.2 million, with a gross margin of 20.0%, an increase of 0.7 percentage points from 19.3% in 2023[8] - The net loss from continuing operations for the fiscal year 2024 was HKD 67.5 million, representing an increase in loss of 24.4% compared to HKD 54.2 million in 2023[8] - The company reported a significant reduction in loss from discontinued operations, with a loss of HKD 19.1 million in 2024, down 74.5% from HKD 75.1 million in 2023[8] - The basic and diluted loss per share for the company was HKD 6.5 cents, a decrease of 20.7% from HKD 8.2 cents in 2023[8] - The net loss for FY2024 was approximately HKD 86.6 million, an improvement from a net loss of approximately HKD 129.3 million in FY2023[47] Business Developments - The company announced the termination and sale of its AI vending machine business due to ongoing losses and challenges in the Chinese consumer market[16] - A new business segment focused on last-mile delivery systems for chain supermarkets using electric motorcycles was established in December 2024[16] - The company plans to develop a new business segment related to last-mile delivery systems for chain supermarkets, capitalizing on the growing demand for instant retail delivery in China[27] - The company established Fengcai Intelligent Digital Technology (Shenzhen) Co., Ltd. to operate the new last-mile delivery service for chain supermarkets[27] - The company aims to provide integrated smart operation services for chain supermarkets, leveraging its existing camera products for monitoring delivery processes[19] - The company anticipates that the new last-mile delivery service will diversify its business and increase revenue sources starting from fiscal year 2025[30] Cost Management - The company plans to further reduce operating costs and actively develop market-oriented businesses and products to improve financial performance[19] - Selling and distribution expenses significantly decreased by approximately 21.6% to about HKD 22.0 million in FY2024 from HKD 28.0 million in FY2023, mainly due to a reduction in salaries and benefits for sales and marketing staff by about HKD 2.0 million[40] - Administrative expenses slightly decreased by approximately 3.7% to about HKD 47.1 million in FY2024 from HKD 48.9 million in FY2023, attributed to strict cost control measures[41] - R&D costs decreased significantly by approximately 21.3% to about HKD 30.4 million in FY2024 from HKD 38.7 million in FY2023, mainly due to a reduction in salaries and benefits for R&D staff by about HKD 6.4 million[42] Governance and Board Structure - The company has adopted the corporate governance code as the basis for its governance practices, ensuring accountability and transparency[93] - The board consists of two executive directors and three independent non-executive directors, maintaining a high level of independence for effective decision-making[100] - The company has established a formal function outline that delineates the powers reserved for the board and those delegated to management[98] - The company has complied with the standard code for securities trading by directors throughout the 2024 fiscal year[95] - The board believes that having Mr. Tang serve as both Chairman and CEO provides strong and unified leadership, beneficial for the company's development[94] - The company has a strong board with members possessing diverse expertise in finance, investment, and corporate governance[82] Risk Management - The company has implemented risk management policies to achieve its strategic objectives[98] - The risk management office coordinates the company's risk management efforts and reports on significant risks at each scheduled meeting[147] - The internal audit department adopts a risk and control-based audit approach, providing independent assurance to the board and audit committee regarding the effectiveness of internal controls[149] - The company integrates its risk management system into core operational routines, continuously assessing potential risks that may impact business objectives[152] - The audit committee and board confirmed that they are unaware of any circumstances that could significantly impact the group's financial position or operational performance, deeming the risk management and internal control systems effective[156] Shareholder Communication and Dividends - The company maintains open communication with shareholders and regularly reviews communication channels to ensure effectiveness, achieving satisfactory results throughout the fiscal year 2024[167] - The company has adopted a dividend policy aimed at providing stable and sustainable returns to shareholders, considering financial status, operational needs, and future expansion plans when proposing dividends[158] - No final dividend is recommended for the fiscal year 2024, consistent with the previous fiscal year[173] Employee and Board Diversity - The company has adopted a diversity policy for board members, focusing on gender, age, cultural background, and professional experience[114] - The current gender ratio among board members is four males to one female, with efforts to maintain and gradually increase female representation[115] - The employee gender ratio, including senior management, is approximately 1:1.3[115] - The nomination committee monitors the implementation of the nomination policy and reports annually to the board[113] Audit and Compliance - The independent auditor's report confirms that the directors are responsible for preparing the financial statements for the fiscal year 2024[125] - The Audit Committee held three meetings in the 2024 fiscal year to discuss financial reporting and risk management matters[129] - The company has adopted accounting standards and practices relevant to its financial reporting[130] - The company appointed Deloitte Touche Tohmatsu as its external auditor for the fiscal year 2024, with audit fees amounting to HKD 1.6 million approved by the board[140] Environmental and Social Responsibility - The company has implemented environmental measures and encourages employees to reduce energy consumption and waste[188] - The company did not make any charitable donations in the fiscal year 2024, consistent with the previous fiscal year[183] - The company has no significant disputes with business partners, including customers and suppliers, during the fiscal year 2024[189]

Financial Performance - Revenue for the year ended December 31, 2024, was HKD 296,408,000, a decrease of 3.8% compared to HKD 308,240,000 in 2023[3] - Loss from continuing operations for the year was HKD 67,450,000, representing a 24.4% increase from HKD 54,215,000 in 2023[3] - Total loss for the year decreased by 33.0% to HKD 86,594,000 from HKD 129,335,000 in 2023[3] - The company reported a net loss of HKD 86,594,000 for the year, an improvement from a net loss of HKD 129,335,000 in 2023[17] - The basic loss per share for 2024 was HKD 0.065, an improvement from HKD 0.082 in 2023, indicating a reduction in loss per share by approximately 20.7%[38] - The net loss for the group was approximately HKD 86.6 million in fiscal year 2024, an improvement from a net loss of approximately HKD 129.3 million in fiscal year 2023[78] Revenue Breakdown - Revenue from external customers was HKD 299,950,000, a decrease of 6.7% from HKD 321,676,000 in 2023[16] - Revenue from the United States decreased to HKD 80,113,000 in 2024 from HKD 89,058,000 in 2023, representing a decline of 10.9%[18] - Revenue from Mainland China dropped significantly to HKD 40,900,000 in 2024 from HKD 63,532,000 in 2023, a decrease of 35.6%[18] - Revenue from industrial product sales decreased to HKD 295,584,000 in 2024 from HKD 307,710,000 in 2023, representing a decline of approximately 3.7%[21] - Total customer contract revenue for 2024 was HKD 296,408,000, down from HKD 308,240,000 in 2023, indicating a decrease of about 3.8%[21] - Revenue from the discontinued AI vending machine business was HKD 3,542,000 in 2024, significantly lower than HKD 13,436,000 in 2023, reflecting a decline of approximately 73.6%[21] Expenses and Costs - Gross profit margin improved to 20.0% in 2024 from 19.3% in 2023, reflecting a 0.7 percentage point increase[3] - The cost of sales for the ongoing business was HKD 237,208,000, resulting in a gross profit of HKD 59,200,000, compared to a gross profit of HKD 59,568,000 in 2023[16] - Research and development expenses decreased to HKD 30,446,000 in 2024 from HKD 38,670,000 in 2023, a reduction of 21.3%[5] - The cost of goods sold increased to HKD 220,725,000 in 2024 from HKD 213,025,000 in 2023, an increase of about 3.6%[23] - Selling and distribution expenses significantly decreased by approximately 21.6% to about HKD 22.0 million in fiscal year 2024 from HKD 28.0 million in fiscal year 2023[71] - Administrative expenses slightly decreased by about 3.7% to approximately HKD 47.1 million in fiscal year 2024 from HKD 48.9 million in fiscal year 2023, attributed to strict cost control[72] Assets and Liabilities - Current assets decreased to HKD 218,526,000 in 2024 from HKD 257,372,000 in 2023, a decline of 15.1%[8] - Total liabilities decreased to HKD 198,430,000 in 2024 from HKD 224,844,000 in 2023, a reduction of 11.7%[9] - Net asset value decreased to HKD 57,488,000 in 2024 from HKD 85,149,000 in 2023, a decline of 32.5%[9] - The total assets of the group as of December 31, 2024, were approximately HKD 255.9 million, compared to approximately HKD 317.9 million as of December 31, 2023[98] - The total liabilities of the group as of December 31, 2024, were approximately HKD 198.4 million, down from approximately HKD 232.8 million as of December 31, 2023[98] Impairments and Losses - The group reported a pre-tax loss, with significant impairments in trade and other receivables amounting to HKD 9,444,000 in 2024, up from HKD 3,729,000 in 2023[23] - The total impairment loss for property, plant, and equipment, intangible assets, and right-of-use assets in discontinued operations was HKD 7,303,000 in 2024, down from HKD 36,430,000 in 2023, a decrease of approximately 80%[36] - The impairment loss for trade receivables rose significantly from HKD 11,682,000 in 2023 to HKD 20,192,000 in 2024, an increase of approximately 73%[46] - The group reported a significant increase in the impairment loss for trade receivables, which rose from HKD 4,224,000 in 2023 to HKD 9,847,000 in 2024, an increase of approximately 133%[47] Corporate Governance - The company has adopted corporate governance practices to enhance shareholder rights and improve corporate value, accountability, and transparency[102] - The roles of the Chairman and CEO are held by the same individual, which deviates from the corporate governance code, but the board believes this provides strong leadership[103] - An audit committee was established on June 12, 2015, to oversee financial reporting, risk management, and internal controls[105] Future Outlook and Plans - The group plans to develop a new business segment related to last-mile delivery systems for chain supermarkets, utilizing electric motorcycles[60] - The group expects that the new last-mile delivery system service for chain supermarkets has significant commercial potential and will diversify its revenue sources[63] - The group has developed several original design manufacturing (ODM) products expected to contribute to revenue starting from fiscal year 2025[64] - The group aims to enhance operational efficiency and reduce costs while increasing market share and providing quality products and solutions[64]

Financial Performance - For the six months ended June 30, 2024, the company reported revenue of HKD 139.1 million, a decrease of 2.7% compared to HKD 142.9 million for the same period in 2023[2]. - The company recorded a loss attributable to owners of the company of HKD 24.6 million, a 36.9% improvement from a loss of HKD 39.0 million in the previous year[2]. - Gross profit for the first half of 2024 was approximately HKD 29.4 million, an increase of about 48.3% from HKD 19.8 million in the first half of 2023, with a gross margin rising from 13.9% to 21.1%[17]. - The group recorded a net loss of approximately HKD 39.6 million for the first half of 2024, with a loss attributable to non-controlling interests of about HKD 15.0 million[25]. - The total comprehensive loss for the period was HKD 43,778,000, down from HKD 60,682,000 in the same period last year[73]. - The company reported a total comprehensive loss of HKD 60,677 million for the six months ended June 30, 2024, compared to a total comprehensive income of HKD 289,830 million for the same period in 2023[76]. Revenue Breakdown - The camera products and related accessories segment generated revenue of approximately HKD 136.1 million, down 2.0% from HKD 138.9 million in the prior year, with a loss of HKD 21.6 million compared to a loss of HKD 35.7 million in 2023[7]. - Sales of home surveillance cameras accounted for 50.2% of total revenue in 2024, while digital imaging products contributed 34.6%, showing a significant increase of 54.7% in digital imaging product sales compared to the previous period[13]. - Revenue for the six months ended June 30, 2024, was HKD 139,111,000, a decrease of 2% from HKD 142,940,000 in the same period of 2023[71]. - For the six months ended June 30, 2024, the revenue from external customers for camera products and related accessories was HKD 138,863,000, while the revenue from the AI vending machine business was HKD 4,077,000, totaling HKD 142,940,000[95]. Cost Management - The cost of sales decreased by 10.9% to HKD 109.7 million from HKD 123.1 million, resulting in a gross profit of HKD 29.4 million, which is an increase of 48.3% year-on-year[2]. - Selling and distribution expenses decreased by approximately 23.3% to about HKD 15.6 million in the first half of 2024, down from HKD 20.3 million in the previous period, due to strict cost control[19]. - Administrative expenses were reduced by approximately 18.8% to about HKD 27.6 million in the first half of 2024, compared to HKD 33.9 million in the previous period, also attributed to cost control measures[20]. - Research and development costs decreased by approximately 17.4% to about HKD 16.4 million in the first half of 2024, down from HKD 19.9 million in the previous period[21]. Operational Changes - The board has decided to terminate the retail business through AI vending machines by July 31, 2024, due to ongoing losses and unclear recovery signs in the domestic market[11]. - The company aims to enhance operational efficiency and reduce costs while increasing market share and providing quality products and solutions[10]. - The company will continue to develop innovative products and strengthen its sales team to improve operational capabilities[10]. Cash Flow and Financing - For the first half of 2024, the net cash flow from operating activities was approximately HKD 8.5 million, reflecting a pre-tax loss of about HKD 39.6 million and a decrease in inventory of approximately HKD 25.6 million[26]. - The net cash used in investing activities for the first half of 2024 was approximately HKD 1.2 million, primarily for the acquisition of property, plant, and equipment amounting to HKD 3.5 million[27]. - The net cash used in financing activities for the first half of 2024 was approximately HKD 10.2 million, mainly reflecting lease payment principal[27]. - The company's net cash and cash equivalents decreased to HKD 27,752 million from HKD 67,290 million, reflecting a reduction of about 59%[78]. Assets and Liabilities - The total assets of the group as of June 30, 2024, were approximately HKD 258.4 million, compared to approximately HKD 317.9 million as of December 31, 2023[39]. - The total liabilities of the group were approximately HKD 217.0 million as of June 30, 2024, a decrease from approximately HKD 232.8 million as of December 31, 2023[39]. - The debt-to-equity ratio decreased from approximately 80.1% as of December 31, 2023, to approximately 60.5% as of June 30, 2024, primarily due to a significant increase in losses during the first half of 2024[29]. Share Capital and Equity - The total number of issued shares as of June 30, 2024, was 1,008,587,455[42]. - The beneficial owner of Fortune Six Investment Limited held 417,717,600 shares, representing approximately 41.42% of the total issued shares as of June 30, 2024[43]. - The group’s equity attributable to owners decreased to HKD 114,119 million from HKD 142,647 million, a decline of about 20%[75]. Stock Options and Employee Benefits - The stock option plan allows for a maximum of 80,000,000 shares to be granted, which is 10% of the total shares issued as of the listing date[52]. - The stock options can be exercised at any time after the grant date and before the expiration of ten years from that date[53]. - The company contributes to a defined contribution retirement plan for eligible employees in China and Hong Kong, with a mandatory contribution rate of 5% of employee income[61]. Market Performance - The revenue from the EU market decreased from HKD 73,134,000 in 2023 to HKD 62,066,000 in 2024, representing a decline of approximately 15.1%[100]. - The revenue from the US market increased from HKD 32,618,000 in 2023 to HKD 38,729,000 in 2024, showing a growth of approximately 18.5%[100]. Compliance and Governance - The audit committee reviewed the interim report, confirming compliance with applicable accounting standards[67]. - The company continues to adhere to the corporate governance code, ensuring accountability and transparency[63].

Revenue and Profitability - Revenue for the six months ended June 30, 2024, was HKD 139,111,000, a decrease of 2.7% compared to HKD 142,940,000 for the same period in 2023[1] - Revenue from external customers for the six months ended June 30, 2024, was HKD 139,111,000, a decrease of 2% from HKD 142,940,000 in the same period of 2023[14] - Revenue from industrial product sales was HKD 135,528,000, down from HKD 138,395,000 in the previous year, representing a decline of approximately 2%[17] - Revenue from sales through AI vending machines was HKD 3,036,000, a decrease of 25.6% from HKD 4,077,000 in the same period last year[17] - The company reported revenue of approximately HKD 136.1 million from camera products and related accessories for the mid-2024 period, a decrease of about 2.0% from HKD 138.9 million in mid-2023[37] - The sales of home surveillance cameras accounted for HKD 69.9 million (50.2% of total revenue) in the first half of 2024, down from HKD 78.6 million (55.0%) in the previous year, representing an 11.0% decrease[40] - The gross profit for the first half of 2024 was approximately HKD 29.4 million, an increase of about 48.3% from HKD 19.8 million in the same period of 2023, with the gross margin rising from 13.9% to 21.1%[43] - The group reported a net loss of HKD 109,745,000 for the six months ended June 30, 2024, with the cost of sold inventory at HKD 123,140,000 in 2023[22] - The net loss for the first half of 2024 was approximately HKD 39.6 million, with non-controlling interests accounting for about HKD 15.0 million of the loss[50] Expenses and Costs - The cost of sales for the camera products segment was HKD 108,457,000, resulting in a segment profit of HKD 27,618,000[13] - The artificial intelligence vending machine segment generated revenue of HKD 136,075,000 with a cost of sales of HKD 3,036,000, leading to a segment profit of HKD 29,366,000[13] - The group’s cost of sales decreased by approximately 10.9% to about HKD 109.7 million in the first half of 2024, representing 78.9% of total revenue, down from 86.1% in the previous year[42] - Sales and distribution expenses decreased by approximately 23.3% to about HKD 15.6 million in the first half of 2024, down from HKD 20.3 million in the previous year, due to strict cost control measures[46] - Administrative expenses decreased by approximately 18.8% to about HKD 27.6 million in the first half of 2024, down from HKD 33.9 million in the same period of 2023[47] - R&D expenses were HKD 16,433,000, down from HKD 19,893,000 in the previous year, indicating a reduction of approximately 17%[22] - R&D costs fell by about 17.4% to approximately HKD 16.4 million in the first half of 2024, compared to HKD 19.9 million in the first half of 2023[47] - Other expenses surged to approximately HKD 12.9 million in the first half of 2024, up from HKD 2.7 million in the same period of 2023, primarily due to impairment losses[48] Assets and Liabilities - Non-current assets decreased to HKD 48,196,000 from HKD 60,571,000 as of December 31, 2023[4] - Current assets decreased to HKD 210,181,000 from HKD 257,372,000, primarily due to a reduction in inventory and trade receivables[4] - Total liabilities decreased to HKD 205,046,000 from HKD 212,313,000, reflecting a decrease in trade payables and other payables[4] - The company’s total equity decreased to HKD 41,371,000 from HKD 85,149,000, indicating a significant reduction in shareholder equity[5] - The company’s trade payables decreased to HKD 42,363,000 as of June 30, 2024, from HKD 64,733,000 as of December 31, 2023, a reduction of approximately 34.5%[30] - The company’s bank loans secured amounted to HKD 6,672,000 as of June 30, 2024, down from HKD 11,393,000 as of December 31, 2023, a decrease of about 41.5%[32] - The total assets of the group were approximately HKD 258.4 million, a decrease from HKD 317.9 million as of December 31, 2023[56] - The total liabilities of the group were approximately HKD 217.0 million, reduced from HKD 232.8 million as of December 31, 2023[56] Financing and Cash Flow - Financing costs for the period amounted to HKD 7,340,000[13] - Financing costs totaled HKD 1,820,000 for the six months ended June 30, 2024, compared to HKD 836,000 for the same period in 2023, reflecting a significant increase of 117%[19] - Interest expenses from bank and other borrowings increased to HKD 1,160,000 in 2024 from HKD 288,000 in 2023, marking a rise of over 303%[19] - Cash flow from operating activities was approximately HKD 8.5 million in the first half of 2024, reflecting a significant improvement from a cash outflow of HKD 60.5 million in the same period of 2023[51] Strategic Focus and Future Outlook - The company continues to focus on the production and distribution of home surveillance cameras and digital imaging products, as well as operating AI vending machines[6] - The group plans to enhance operational efficiency and reduce costs in the second half of 2024, with a focus on developing innovative products and expanding product categories[39] - The group anticipates that the retail business through AI vending machines will be terminated by July 31, 2024, due to ongoing losses and unclear recovery signs in the domestic market[39] - The group expects that the US and EU markets will continue to contribute the majority of its revenue in the foreseeable future[41] Shareholder Information - The group did not recommend any interim dividend for the period, consistent with the previous year[25] - The board did not recommend the payment of an interim dividend for the first half of 2024, consistent with the previous year[56] Employee and Operational Metrics - The employee count decreased to 795 as of June 30, 2024, from 848 as of December 31, 2023[55] - Employee costs for the first half of 2024 were approximately HKD 35.3 million, down from HKD 44.4 million in the same period of 2023[55] Compliance and Governance - The audit committee reviewed the interim results, confirming compliance with applicable accounting standards[62]

Financial Performance - Total revenue for the fiscal year 2023 was approximately HKD 321.7 million, a decrease of 22.9% compared to HKD 417.1 million in 2022[7] - The cost of sales decreased by 25.6% to HKD 255.8 million from HKD 343.8 million in the previous year[7] - Gross profit was HKD 65.9 million, down 10.1% from HKD 73.3 million, with a gross margin improvement to 20.5% from 17.6%[7] - The company recorded a net loss of HKD 129.3 million, a significant increase of 299.6% from a loss of HKD 32.4 million in 2022[7] - Basic and diluted loss per share increased to HKD 8.2 cents from HKD 2.6 cents, reflecting a rise of 215.4%[7] - In the fiscal year 2023, the company recorded revenue of approximately HKD 321.7 million, a decrease of about 22.9% compared to HKD 417.1 million in fiscal year 2022[29] - The revenue from the camera products and related accessories was approximately HKD 308.2 million, down 26.1% from HKD 416.8 million in the previous year, primarily due to a significant reduction in shipments of home surveillance cameras[29] - The retail revenue generated from AI vending machines was approximately HKD 13.4 million, a substantial increase of about 5,475.0% compared to HKD 0.2 million in fiscal year 2022, driven by an increase in the number of vending machines[32] - The company incurred a loss of approximately HKD 71.9 million from Wuhan Xiu Life, which operates AI vending machines, due to a weak domestic consumption market[21] - The gross profit for fiscal year 2023 was approximately HKD 65.9 million, a decrease of about 10.1% from HKD 73.3 million in fiscal year 2022, while the gross margin improved from 17.6% to 20.5%[34] Expenses and Costs - Sales and distribution expenses increased by approximately 56.7% to about HKD 47.4 million in fiscal year 2023, primarily due to increased expenses related to the AI vending machine business[38] - Administrative expenses rose significantly by approximately 44.2% to about HKD 73.1 million, mainly due to expenses associated with the AI vending machine operations[39] - Research and development costs for the fiscal year 2023 amounted to approximately HKD 38.7 million, a decrease of about 14.2% from HKD 45.1 million in fiscal year 2022, primarily due to a reduction in employee compensation and benefits by approximately HKD 6.1 million[40] - Impairment losses surged from approximately HKD 1.2 million in fiscal year 2022 to about HKD 36.4 million in fiscal year 2023, mainly due to an increase in impairment provisions related to non-current assets by approximately HKD 35.3 million from the launch of AI vending machines[43] - Financing costs increased to approximately HKD 2.6 million in fiscal year 2023, representing a 62.5% increase from HKD 1.6 million in fiscal year 2022, attributed to costs associated with the retail business using AI vending machines[45] Cash Flow and Capital Structure - The net cash flow used in operating activities for fiscal year 2023 was approximately HKD 76.7 million, reflecting an adjusted pre-tax loss of about HKD 51.5 million[50] - Capital expenditures for fixed and intangible assets in fiscal year 2023 were approximately HKD 34.8 million, significantly higher than HKD 5.3 million in fiscal year 2022[53] - The capital-to-debt ratio increased from approximately 19.1% at the end of fiscal year 2022 to about 60.5% at the end of fiscal year 2023, primarily due to increased impairment losses related to non-current assets[52] - Cash and cash equivalents decreased to approximately HKD 35.4 million at the end of fiscal year 2023 from HKD 81.4 million at the beginning of the year[48] - The company had bank borrowings of approximately HKD 11.4 million at the end of fiscal year 2023, up from HKD 8.0 million in fiscal year 2022, with an effective interest rate ranging from 6.7% to 6.9%[51] Corporate Governance - The company has maintained compliance with the corporate governance code throughout the 2023 fiscal year, except for a deviation regarding the separation of the roles of chairman and CEO[108] - The board consists of two executive directors and three independent non-executive directors, ensuring that independent directors account for over one-third of the board members, thus enhancing decision-making independence[115] - The company has adopted a formal function list that delineates the powers reserved for the board and those delegated to management, ensuring effective governance[113] - The independent non-executive directors possess extensive professional knowledge and experience in accounting, finance, and business, contributing to the board's independent judgment[120] - The company has established written guidelines for employees regarding securities trading to ensure compliance with regulations, with no reported violations during the 2023 fiscal year[109] - The board has mechanisms in place to ensure independent opinions are provided, including annual meetings with independent non-executive directors without the presence of other board members[115] - The company is committed to maintaining high standards of corporate governance to protect shareholder interests and enhance corporate value[107] - The chairman and CEO roles are held by Mr. Deng Rongfang, which the board believes provides strong and unified leadership despite the deviation from the governance code[108] - The company will continue to review and monitor its practices to align with corporate governance code requirements and maintain high governance standards[108] Board Composition and Diversity - The company has a board of directors consisting of four male members and one female member, with ages ranging from 40 to 65[131] - The gender ratio among employees, including senior management, is approximately 1.4:1[131] - The nomination committee recommends the re-election of three directors at the upcoming annual general meeting[123] - The company aims to maintain at least one female director to ensure gender diversity on the board[130] - The nomination committee will monitor the implementation of the diversity policy and assess the need for measurable targets[130] - All directors participated in continuous professional development during the fiscal year 2023[135] - The company encourages all directors to attend relevant training courses, with costs covered by the company[132] - The board has reviewed its structure and composition, finding it reasonable and diverse in experience and skills[131] - The nomination committee considers various factors, including integrity, experience, and commitment, when evaluating candidates[125] - The company has adopted a diversity policy to enhance the board's diversity across various dimensions[130] Risk Management and Internal Controls - The company has established a risk management framework based on a "three lines of defense" model to oversee risk management and internal controls[167] - The risk management office is responsible for coordinating enterprise risk management and reporting significant risks to the audit committee at regular meetings[169] - The internal audit department adopted a risk and control-based audit approach throughout the fiscal year 2023, reporting on the adequacy and effectiveness of internal controls to the audit committee[169] - The board is committed to maintaining high standards of corporate governance and regularly reviews its governance policies to ensure compliance with applicable laws and regulations[157] - The company aims to ensure asset protection and compliance with relevant rules and regulations through appropriate policies and monitoring[164] - The company has integrated its risk management system into core operational routines, continuously reviewing potential risks that may affect its business objectives[176] - The internal audit department conducted a review of the effectiveness of the risk management and internal control systems, focusing on IT security, data privacy, and procurement[178] - The board believes that the risk management and internal control systems are effective, with adequate resources and training programs in place[180] Shareholder Engagement and Dividends - The company has a structured process for shareholders to request special meetings and submit inquiries to the board, promoting shareholder engagement[186][187] - The company reported no final dividend for the fiscal year 2023, consistent with the previous fiscal year 2022[197] - There were no arrangements for any shareholders to waive or agree to waive dividends during the fiscal year 2023[198] - The board presented the audited financial statements for the fiscal year 2023 to shareholders[195] - The company will suspend the registration of share transfers from May 24, 2024, to May 30, 2024, to determine the eligibility for attending the annual general meeting[199] - The financial summary for the past five fiscal years, including performance, assets, and liabilities, is available in the annual report[200]

Financial Performance - Total revenue for the year ended December 31, 2023, was reported at 220,144 thousand HKD, a decrease from 320,349 thousand HKD in 2022, representing a decline of approximately 31.2%[21] - The net loss attributable to the company's owners for 2023 was 81,496 thousand HKD, compared to a loss of 25,134 thousand HKD in 2022, indicating a significant increase in losses[4] - The total comprehensive expenses for the year amounted to 145,323 thousand HKD, up from 57,581 thousand HKD in the previous year, marking an increase of approximately 152.5%[34] - The group's pre-tax loss for 2023 was HKD 129,335,000, compared to a loss of HKD 32,298,000 in 2022, representing a significant increase in losses[82] - The group recorded a loss of approximately HKD 129.3 million for the fiscal year 2023, compared to a loss of approximately HKD 32.4 million in fiscal year 2022[178] - The group reported a total revenue of HKD 321.7 million for fiscal year 2023, down 22.9% from HKD 417.1 million in fiscal year 2022[114] Assets and Liabilities - Non-current assets decreased to 60,571 thousand HKD in 2023 from 74,808 thousand HKD in 2022, a decline of about 19%[36] - Current assets totaled 257,372 thousand HKD in 2023, down from 278,860 thousand HKD in 2022, representing a decrease of approximately 7.7%[36] - The total equity attributable to the owners of the company was 85,149 thousand HKD in 2023, down from 162,655 thousand HKD in 2022, indicating a decrease of approximately 47.7%[37] - The group’s total liabilities for bank and other borrowings reached HKD 64,733,000 in 2023, slightly down from HKD 64,963,000 in 2022[97] - The capital debt ratio increased significantly to approximately 60.5% as of December 31, 2023, from approximately 19.1% as of December 31, 2022, primarily due to impairment losses from retail operations involving AI vending machines[166] Cash Flow and Financing - The company's cash and cash equivalents decreased significantly to 35,352 thousand HKD in 2023 from 81,447 thousand HKD in 2022, a decline of about 56.6%[36] - The net cash flow from operating activities was a negative HKD 76.7 million in fiscal year 2023, compared to a positive HKD 27.0 million in fiscal year 2022[180] - The financing activities generated a net cash flow of approximately HKD 54.5 million in fiscal year 2023, reflecting an increase in interest-bearing bank borrowings and share subscription proceeds[181] - As of December 31, 2023, bank borrowings amounted to approximately HKD 11.4 million, an increase from approximately HKD 8.0 million in fiscal year 2022[183] - The financing costs increased to approximately HKD 2.6 million in fiscal year 2023, up about 62.5% from HKD 1.6 million in fiscal year 2022[160] Expenses - Research and development expenses decreased to 38,670 thousand HKD in 2023 from 45,100 thousand HKD in 2022, reflecting a reduction of about 14.3%[21] - Sales and distribution expenses increased by approximately 56.7% to about HKD 47.4 million in fiscal year 2023, primarily due to increased expenses related to the retail business through AI vending machines[142] - The group's administrative expenses rose by approximately 44.2% to about HKD 73.1 million in fiscal year 2023, driven by costs associated with the retail business[156] - The group’s depreciation expenses for right-of-use assets increased to HKD 19,153,000 in 2023 from HKD 15,011,000 in 2022, an increase of 28%[88] Impairment and Losses - The company reported a significant impairment loss of 36,430 thousand HKD in 2023, compared to only 1,151 thousand HKD in 2022, indicating a substantial increase in impairment charges[3] - Impairment losses increased significantly from approximately HKD 1.2 million in fiscal year 2022 to about HKD 36.4 million in fiscal year 2023, mainly due to provisions for impairment losses related to non-current assets[158] - The group recognized a loss of HKD 4,224,000 in impairment losses on trade and factoring receivables during 2023[91] Revenue Streams - The group's camera products and related accessories business recorded revenue of approximately HKD 308.2 million in the fiscal year 2023, a decrease of about 26.1% compared to approximately HKD 416.8 million in fiscal year 2022[106] - The revenue from retail operations through AI vending machines was approximately HKD 13.4 million in fiscal year 2023, a significant increase of about 5,475.0% compared to approximately HKD 0.2 million in fiscal year 2022[115] - The group’s manufacturing service revenue decreased by 96.1%, from HKD 13.5 million in fiscal year 2022 to HKD 0.5 million in fiscal year 2023[114] Strategic Initiatives - The company acquired 51% of Wuhan Xiu Life's issued share capital on November 30, 2022, to expand its business operations in the unmanned convenience store sector[70] - The group plans to expand its AI vending machine business in various locations across China, including residential areas, offices, hotels, schools, hospitals, sports centers, and parks to increase sales revenue[134] - The group anticipates that new projects in the camera products and related accessories business will begin mass production in the second quarter of 2024, leading to a significant improvement in performance in the second half of 2024[110] - The group faced delays in mass production of several planned projects originally scheduled for the fourth quarter of 2023, now pushed to the second quarter of 2024, impacting the 2023 performance[107] Employee and Talent Management - As of December 31, 2023, the group employed 848 staff members, a decrease from 860 in the previous year[190] - The employee costs for the fiscal year 2023 amounted to approximately HKD 112.5 million, down from HKD 120.0 million in fiscal year 2022[190] - The group aims to provide above-market compensation to R&D personnel to attract and retain talent[190] Compliance and Governance - The group has established a financial investment policy that limits any single investment to a maximum of 35% of the total investment amount[188] - The financial products held by the group must comply with specific standards, including being issued by reputable listed banks and having a maturity of less than one year[188] - The group’s financial investment policy is regularly reviewed by management, internal auditors, and the board to assess compliance and associated risks[189]