SKY LIGHT HOLDINGS LIMITED ( ) ( ) ( ) 2025 8 29 ( ) 2025 6 30 6 ( ) 2025 8 19 ( 3882) ...

FF301 本月底法定/註冊股本總額： HKD 20,000,000 第 1 頁 共 10 頁 v 1.1.1 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 致：香港交易及結算所有限公司 公司名稱: 天彩控股有限公司 (於開曼群島註冊成立之有限公司) 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 03882 | 說明 | 天彩控股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | ...

Core Viewpoint - Tian Cai Holdings (03882.HK) is in advanced negotiations with several leading online supermarkets and large physical chain supermarkets to utilize its instant delivery system services in certain regions of China [1] Group 1: Business Development - The company will provide a comprehensive instant delivery system service that includes dedicated electric delivery vehicles, new energy batteries, new energy charging equipment, and corresponding smart management software [1] - An independent software development company has been contracted to provide smart management software, which will cover all regions in China [1] Group 2: Operational Efficiency - The instant delivery system service will be offered through an online platform established by the independent software development company, connecting the company with delivery riders [1] - Delivery riders will rent electric delivery vehicles and related accessories through the online platform, which will also enhance order fulfillment efficiency by optimizing delivery routes [1] Group 3: Revenue Model - Riders will earn service fees directly from the delivery platform for each completed instant retail delivery order, while also paying monthly rental and charging fees for the electric delivery vehicles through the online platform [1] - The smart management software is a SaaS-based fleet management system that includes features such as AI scheduling for electric delivery vehicles, energy consumption management, and automated settlement of rental and charging fees [2]

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].