KEEN OCEAN INTERNATIONAL HOLDING LIMITED 僑洋國際控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：8070） 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 執行董事 鍾天成 香港，二零二五年八月十三日 於本公告日期，執行董事為鍾志華先生、鍾天成先生及黃石輝先生；及獨立非執 行董事為張以德先生、林春雷先生及付靜艷女士。 本公告的資料乃遵照香港聯合交易所有限公司（「聯交所」）GEM證券上市規則而刊 載，旨在提供有關本公司的資料；董事願就本公告的資料共同及個別地承擔全部 責任。各董事在作出一切合理查詢後，確認就其所知及所信，本公告所載資料在 各重要方面均屬準確完備，沒有誤導或欺詐成份，且並無遺漏任何事項，足以令 致本公告或其所載任何陳述產生誤導。 本公告將由刊登日期起最少七日於聯交所網站www.hkexnews.hk內「最新上市公司 公告」網頁刊載，並將於本公司網站www.keenocean.com.h ...

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: 僑洋國際控股有限公司 呈交日期: 2025年8月4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) | 08070 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 1,000,000,000 | HKD | | 0.01 | HKD | | 10,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 1,000,000,000 | HKD | | 0.01 | HKD | | 10,000,000 | 本月底法定/註冊股本 ...

Financial Performance - Total revenue for the fiscal year ended December 31, 2024, was HKD 287,213,000, a decrease of 12% compared to HKD 326,713,000 in 2023[9] - The company reported a pre-tax profit of HKD 20,680,000 for 2024, compared to HKD 19,021,000 in 2023, reflecting a growth of 8.7%[9] - Total revenue decreased by approximately HKD 39.5 million or 12.1% from HKD 326.7 million in 2023 to HKD 287.2 million in 2024, primarily due to weakened customer demand amid economic downturn[22] - Gross profit increased by approximately HKD 5.7 million or 11.3%, from HKD 50.7 million in 2023 to HKD 56.4 million in 2024, with gross margin rising from 15.5% to 19.6%[22] - The company recorded a profit of approximately HKD 17.5 million for the year ending December 31, 2024, compared to HKD 17.2 million in 2023[25] Sales and Revenue Composition - The sales of transformers accounted for approximately 41.5% of total sales, down from 44.8% in the previous year[14] - Sales of electronic components accounted for approximately 57.4% of total sales, up from 53.5% in the previous year[14] - The sales of electronic health products were reported as zero for 2024, down from HKD 2,687,000 in 2023[17] - Sales from major customers, such as Customer A and Customer B, increased to HKD 52.5 million and decreased to HKD 108.5 million respectively, highlighting shifts in customer revenue contributions[21] - The company's top five customers accounted for approximately 70.3% of revenue for the year ended December 31, 2024, down from 79.0% in 2023[149] Assets and Liabilities - The total assets as of December 31, 2024, were HKD 217,654,000, a slight increase from HKD 210,474,000 in 2023[10] - The net asset value of the group as of December 31, 2024, was approximately HKD 84.7 million, down from HKD 98.1 million in 2023[29] - The current ratio of the group was approximately 1.33, with current assets of HKD 177.7 million and current liabilities of HKD 132.9 million as of December 31, 2024[29] - The debt-to-equity ratio decreased to approximately 0.17 in 2024 from 0.26 in 2023, primarily due to a reduction in bank loans during the review period[30] Corporate Governance - The company has adhered to the corporate governance code as stipulated in the GEM listing rules for the year ending December 31, 2024[57] - The board consists of six directors, including three executive directors and three independent non-executive directors, ensuring a balanced governance structure[62] - The independent non-executive directors have confirmed their understanding of their responsibilities under the GEM listing rules[62] - The company emphasizes the importance of corporate culture as a foundation for long-term business development and economic success[58] - The company maintains high standards of corporate governance, as detailed in the corporate governance report[198] Risk Management - The company has established a risk management and internal control system, which is regularly assessed for effectiveness[74] - The board is responsible for establishing and maintaining an effective risk management and internal control system[104] - The company aims to instill a strong risk awareness culture among all employees to enhance the effectiveness of the risk management system[104] - Significant risks and internal control weaknesses identified during the year have been reported to the audit committee for further action[117] - The company has adopted a whistleblowing policy to encourage employees and stakeholders to report suspected misconduct confidentially[110] Employee and Management - Employee headcount increased to approximately 585 as of December 31, 2024, compared to about 458 in 2023, with total employee costs around HKD 46.8 million[38] - The gender ratio of the employee team, including senior management, is 54% male to 46% female, indicating a balanced gender diversity[99] - The company has implemented a comprehensive plan to identify and train female employees for potential promotion to senior management or board positions[98] - The salary range for senior management for the year 2024 includes 2 individuals earning between 0 to 1,000,000 HKD, compared to 3 individuals in 2023[78] Capital Expenditure and Investments - Capital expenditure for the year ended December 31, 2024, was approximately HKD 6.1 million, a significant decrease from HKD 26.5 million in 2023[32] - The capital expenditure primarily related to the purchase of two non-residential properties and leasehold improvements[32] - The group plans to invest up to 30% of its cash in short-term, low-risk Hong Kong-listed securities, subject to certain conditions[42] - The group had outstanding capital commitments of approximately HKD 641,000 as of December 31, 2024[37] Dividends - The company declared a special interim dividend of HKD 0.15 per ordinary share, totaling HKD 30,000,000 for the six months ended June 30, 2024[136] - The board does not intend to declare a final dividend for the year ending December 31, 2024[136] - The company has adopted a dividend policy to maintain sufficient cash reserves for operational needs and future business growth[137] - The company has not set a predetermined dividend payout ratio, allowing the board discretion in declaring dividends[138] Shareholder Information - The company has multiple communication channels with shareholders and investors, including quarterly and annual reports, and annual general meetings[119] - The company has established multiple communication channels with shareholders to enhance investor relations[125] - The company has received independence confirmations from its independent non-executive directors, affirming their status as independent individuals[182] - The company has not redeemed any of its own shares during the fiscal year ending December 31, 2024[194]

Financial Performance - For the fiscal year ending December 31, 2024, the company reported total revenue of HKD 287,213,000, a decrease of 12.1% from HKD 326,713,000 in 2023[4] - Gross profit for the year was HKD 56,403,000, representing a gross margin of 19.6%, compared to HKD 50,656,000 in the previous year[4] - Operating profit increased to HKD 22,472,000, up 4.0% from HKD 21,606,000 in 2023[4] - The net profit for the year was HKD 17,546,000, slightly up from HKD 17,174,000 in 2023, resulting in an earnings per share of HKD 8.78, compared to HKD 8.59 in the previous year[4] - The group reported a profit before tax of HKD 20,680,000 in 2024, compared to HKD 19,021,000 in 2023, an increase of about 8.7%[17] - The total income tax expense for 2024 was HKD 3,134,000, up from HKD 1,847,000 in 2023, representing an increase of approximately 69.5%[16] - The company recorded a profit of approximately HKD 17.5 million for the year ended December 31, 2024, compared to HKD 17.2 million for the year ended December 31, 2023[44] Revenue Breakdown - The group's revenue from transformer sales decreased to HKD 119,202,000 in 2024 from HKD 146,176,000 in 2023, representing a decline of approximately 18.5%[10] - Customer contract revenue fell to HKD 287,213,000 in 2024, down from HKD 326,713,000 in 2023, a decrease of about 12.1%[10] - Revenue from electronic components sales decreased to HKD 164,783,000 in 2024 from HKD 174,750,000 in 2023, reflecting a decline of approximately 5.7%[10] - Major customer A's revenue from transformer sales increased to HKD 52,537,000 in 2024, up from HKD 43,116,000 in 2023, an increase of about 21.5%[14] - Major customer B's revenue from electronic components and other products decreased to HKD 108,534,000 in 2024 from HKD 162,054,000 in 2023, a decline of approximately 33.1%[14] Assets and Liabilities - Total assets as of December 31, 2024, were HKD 177,672,000, a marginal increase from HKD 175,507,000 in 2023[5] - Current liabilities rose to HKD 132,917,000 from HKD 112,338,000 in the previous year, indicating a 17.5% increase[5] - The company's cash and cash equivalents decreased to HKD 6,130,000 from HKD 11,711,000 in 2023, reflecting a decline of 47.6%[5] - The company reported a significant increase in trade and other receivables, which rose to HKD 71,882,000 from HKD 34,898,000, marking a 105.6% increase[5] - The company has maintained its share capital at HKD 2,000,000, with total equity attributable to owners decreasing to HKD 84,763,000 from HKD 98,158,000[6] Trade Receivables and Credit Management - Trade receivables increased to HKD 63,775,000 in 2024 from HKD 29,644,000 in 2023, reflecting a growth of 115%[22] - The aging analysis of trade receivables shows that amounts overdue over one year increased to HKD 757,000 in 2024 from HKD 511,000 in 2023[23] - The provision for bad debts decreased slightly to HKD 4,567,000 in 2024 from HKD 4,614,000 in 2023, indicating effective credit management[24] - The weighted average expected loss rate for overdue receivables over one year is 82% in 2024, compared to 90% in 2023, showing improved credit risk management[25] - The company provided an average credit period of 15 to 90 days to trade customers, with no overdue or impairment records reported[23] - The company has assessed the credit quality of potential new customers before extending credit, ensuring a robust credit risk management process[23] Expenses and Investments - Research and development expenses increased to HKD 11,499,000 in 2024 from HKD 10,048,000 in 2023, an increase of about 14.5%[19] - The company's capital expenditure for the year ended December 31, 2024, was approximately HKD 6.1 million, significantly lower than HKD 26.5 million for the year ended December 31, 2023[49] - The total employee cost for the year ended December 31, 2024, was approximately HKD 46.8 million, an increase from HKD 44.9 million for the year ended December 31, 2023[55] - The group had no significant investments as of December 31, 2024, consistent with the previous year[52] - The group plans to invest up to 30% of its cash in short-term, low-risk Hong Kong-listed securities, subject to certain conditions[58] Dividends and Shareholder Returns - The company declared an interim dividend of HKD 0.15 per share, totaling HKD 30,000,000 for 2024, compared to no dividend in 2023[19] - The company declared a special interim dividend of HKD 0.15 per ordinary share, totaling HKD 30,000,000 for the six months ended June 30, 2024[64] - The board does not intend to declare a final dividend for the year ending December 31, 2024[64] Governance and Risk Management - The company has complied with the corporate governance code provisions for the year ending December 31, 2024[66] - The audit committee has reviewed the audited annual results for the year ending December 31, 2024[70] - The risk management committee oversees the risk governance structure and hedging policies, including copper futures purchases[71]

Company Information [Board of Directors and Key Management](index=4&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%8F%8A%E4%B8%BB%E8%A6%81%E7%AE%A1%E7%90%86%E5%B1%A4) The Board of Directors, comprising executive and independent non-executive members, is supported by audit, nomination, remuneration, and risk management committees - Executive Directors include Mr. Zhong Zhiheng (Chairman), Mr. Zhong Tiancheng, and Mr. Huang Shihui[4](index=4&type=chunk) - Independent Non-Executive Directors include Mr. Zhang Yide, Mr. Li Zhongbang, and Mr. Lin Chunlei[4](index=4&type=chunk) - The company has an Audit Committee (Chairman: Mr. Zhang Yide), Nomination Committee (Chairman: Mr. Li Zhongbang), Remuneration Committee (Chairman: Mr. Lin Chunlei), and Risk Management Committee (Chairman: Mr. Zhong Tiancheng)[4](index=4&type=chunk) [Company Contact and Registration Information](index=4&type=section&id=%E5%85%AC%E5%8F%B8%E8%81%AF%E7%B5%A1%E5%8F%8A%E8%A8%BB%E5%86%8A%E4%BF%A1%E6%81%AF) The company is registered in the Cayman Islands with primary operations in Heyuan, Guangdong, China, and Hong Kong, audited by Viven CPA Limited, and banking with HSBC and DBS Bank (Hong Kong) - Registered office is located at Cricket Square, Cayman Islands[4](index=4&type=chunk) - Primary place of business in China is Heyuan High-tech Development Zone, Guangdong Province[4](index=4&type=chunk) - Hong Kong share registrar is Union Registrars Limited[6](index=6&type=chunk) Management Discussion and Analysis [Business Review](index=6&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group designs, develops, produces, and sells transformers, switching power supplies, electronic healthcare products, and other electronic components, experiencing revenue decline due to reduced transformer orders and economic downturn, yet improved operating profit margins from higher product prices and lower production costs, with electronic components sales significantly increasing - Main business involves the design, development, production, and sale of transformers, switching power supplies, electronic healthcare products, and other electronic components[7](index=7&type=chunk) - For the six months ended June 30, 2024, transformer sales accounted for approximately **35.7%** (2023: **48.0%**), and electronic components for approximately **62.7%** (2023: **50.8%**)[7](index=7&type=chunk) - Revenue decline primarily due to slower transformer purchase orders and weakened demand from general economic downturn[7](index=7&type=chunk) - Operating profit margin increased year-on-year, mainly benefiting from higher product selling prices and reduced production waste and overall production costs[7](index=7&type=chunk) [Financial Review](index=7&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) For the six months ended June 30, 2024, Group revenue significantly decreased by **41.5%** to **HK$127.1 million** due to economic downturn, but gross profit margin rose from **12.3%** to **20.4%** due to strict cost control and higher product prices, resulting in a slight increase in profit for the period to **HK$10.1 million** Key Financial Indicators for the Six Months Ended June 30, 2024 | Metric | 2024 (HK$ Thousand) | 2023 (HK$ Thousand) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 127,072 | 217,271 | -41.5% | | Cost of Sales | (101,197) | (190,466) | -46.9% | | Gross Profit | 25,875 | 26,805 | -3.5% | | Gross Profit Margin | 20.4% | 12.3% | +8.1pp | | Other Income | 2,156 | 1,875 | +15.0% | | Other Gains | 850 | 3,572 | -76.2% | | Selling and Distribution Expenses | (2,587) | (3,901) | -33.7% | | Administrative Expenses | (14,559) | (15,664) | -7.1% | | Finance Costs | (1,043) | (1,516) | -31.2% | | Income Tax Expense | (583) | (1,307) | -55.4% | | Profit for the Period | 10,109 | 9,864 | +2.5% | - Revenue decrease primarily due to weakened customer demand from economic downturn[8](index=8&type=chunk) - Gross profit margin increase primarily due to strict control over material costs and higher product selling prices compared to the same period in 2023[8](index=8&type=chunk) - Other gains decrease primarily due to losses from hedging policies leading to reduced investment income[8](index=8&type=chunk) [Outlook](index=8&type=section&id=%E5%B1%95%E6%9C%9B) Facing global economic recession, the Group actively seeks growth in clean energy electronic components (e.g., inverters) and EV markets (e.g., high-frequency inductors), plans to establish Southeast Asian production bases to mitigate tariffs, and continuously enhances production efficiency to control costs - Will seek clients in clean energy electronic components (especially inverters) and collaborate with European clients to develop new models[10](index=10&type=chunk) - Has utilized existing technology to develop and produce high-frequency inductors for the electric vehicle market, expected to account for a significant portion of future revenue[10](index=10&type=chunk) - Plans to seek strategic partners in Southeast Asia for an offshore production base outside China to mitigate US tariff impacts and enhance competitiveness[10](index=10&type=chunk) - Committed to improving production process efficiency and effectiveness to minimize production costs[10](index=10&type=chunk) [Liquidity and Financial Resources](index=9&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) As of June 30, 2024, the Group maintained a sound financial position with net assets increasing to **HK$107.3 million** and net current assets at **HK$67.0 million**, significant growth in bank and cash balances, and a debt-to-asset ratio decrease to **0.07** due to reduced bank borrowings and increased cash Liquidity and Financial Resources Overview | Metric | June 30, 2024 (HK$ Thousand) | December 31, 2023 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Net Assets | 107,262 | 98,136 | +9,126 | | Net Current Assets | 67,037 | 63,169 | +3,868 | | Shareholders' Funds | 107,262 | 98,136 | +9,126 | | Current Assets | 192,810 | 175,507 | +17,303 | | Current Liabilities | 125,773 | 112,338 | +13,435 | | Bank and Cash Balances | 22,700 | 11,711 | +10,989 | | Net Assets Per Share | HK$0.54 | HK$0.49 | +HK$0.05 | | Debt-to-Asset Ratio | 0.07 | 0.26 | -0.19 | - Debt-to-asset ratio decreased primarily due to reduced bank borrowings and increased bank and cash balances from operating activities[11](index=11&type=chunk) [Capital Expenditure](index=9&type=section&id=%E8%B3%87%E6%9C%AC%E9%96%8B%E6%94%AF) For the six months ended June 30, 2024, the Group's capital expenditure was approximately **HK$7.8 million**, primarily for property, plant, and equipment, a significant decrease from **HK$23.7 million** in the prior period Capital Expenditure Overview | Period | Amount (HK$ Thousand) | Primary Use | | :--- | :--- | :--- | | For the six months ended June 30, 2024 | 7,800 | Additions to property, plant and equipment | | For the six months ended June 30, 2023 | 23,700 | Additions to property, plant and equipment | | For the year ended December 31, 2023 | 26,500 | Additions to property, plant and equipment | [Capital Structure](index=9&type=section&id=%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B) The Group maintains prudent funding and treasury policies, with its capital structure primarily comprising bank borrowings and equity attributable to owners, where bank borrowings are denominated in HKD and secured by pledged bank deposits and trade receivables - Capital structure includes bank borrowings and equity attributable to owners of the Group (comprising issued share capital and retained earnings)[13](index=13&type=chunk) - Bank borrowings are denominated in HKD and secured by the Group's pledged bank deposits and trade receivables[13](index=13&type=chunk) [Foreign Exchange Risk](index=10&type=section&id=%E5%A4%96%E5%BD%99%E9%A2%A8%E9%9A%AA) The Group's sales are primarily USD-denominated, with some

[Unaudited Interim Results](index=2&type=section&id=Unaudited%20Interim%20Results) This section presents the Group's unaudited condensed consolidated financial statements, offering a snapshot of its performance and financial position for the interim period [Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group's revenue for the six months ended June 30, 2024, was HK$127,072 thousand, a significant decrease of 41.5% year-on-year; despite the revenue decline, profit for the period slightly increased by 2.5% to HK$10,109 thousand, with basic and diluted earnings per share at HK 5.05 cents Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Overview (HK$ thousand) | Indicator | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 127,072 | 217,271 | -41.5% | | Gross Profit | 25,875 | 26,805 | -3.5% | | Profit Before Tax | 10,692 | 11,171 | -4.3% | | Profit for the Period | 10,109 | 9,864 | +2.5% | | Earnings Per Share (HK cents) | 5.05 | 4.93 | +2.4% | [Unaudited Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2024, the Group's net assets increased to HK$107,262 thousand, with net current assets at HK$67,037 thousand, and bank and cash balances significantly grew by 93.8% to HK$22,700 thousand, indicating enhanced liquidity Condensed Consolidated Statement of Financial Position Overview (HK$ thousand) | Indicator | As of June 30, 2024 | As of December 31, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Non-current Assets | 40,225 | 34,967 | +15.0% | | Current Assets | 192,810 | 175,507 | +9.9% | | Current Liabilities | 125,773 | 112,338 | +12.0% | | Net Current Assets | 67,037 | 63,169 | +6.1% | | Net Assets | 107,262 | 98,136 | +9.3% | | Bank and Cash Balances | 22,700 | 11,711 | +93.8% | [Notes to the Unaudited Condensed Consolidated Interim Financial Statements](index=4&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Interim%20Financial%20Statements) This section details the basis of preparation, accounting policies, specific composition and changes in revenue, expenses, and balance sheet items, along with important information on related party transactions, dividend policy, and post-reporting events - Financial statement notes provide detailed explanations of the Group's financial performance and position, including revenue composition, cost structure, balance sheet changes, and relevant accounting policies[4](index=4&type=chunk)[5](index=5&type=chunk)[6](index=6&type=chunk) [Basis of Preparation](index=4&type=section&id=Basis%20of%20Preparation) This section outlines the fundamental principles and accounting standards used in preparing the interim financial statements - The financial statements are prepared in accordance with Hong Kong Accounting Standard 34 issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited[4](index=4&type=chunk) - The accounting policies and methods of computation used in preparing these condensed financial statements are consistent with those adopted in the Group's annual financial statements for the year ended December 31, 2023[4](index=4&type=chunk) [Adoption of New and Revised HKFRSs](index=4&type=section&id=Adoption%20of%20New%20and%20Revised%20HKFRSs) This section details the Group's adoption of new and revised Hong Kong Financial Reporting Standards and their impact on the financial statements - The Group has adopted all new and revised Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants that are relevant to its operations and effective for its accounting year beginning on January 1, 2024[5](index=5&type=chunk) - The adoption of these new and revised HKFRSs has not resulted in significant changes to the Group's accounting policies, the presentation of the financial statements, or the reported amounts for the current and prior periods[5](index=5&type=chunk) [Revenue and Segment Information](index=5&type=section&id=Revenue%20and%20Segment%20Information) This section provides a breakdown of the Group's revenue by product and geographical segment, highlighting key changes and contributions - The Group's business during the reporting period generated revenue solely from the manufacturing and sale of transformers, switching power supplies, electronic components, and electronic healthcare products, operating as a single business segment[6](index=6&type=chunk) Product Revenue Analysis (HK$ thousand) | Product | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Sales of transformers | 45,403 | 104,305 | -56.5% | | Sales of switching power supplies | 2,000 | 1,626 | +23.0% | | Sales of electronic components | 79,669 | 110,299 | -27.8% | | Sales of electronic healthcare products | – | 1,041 | -100.0% | | **Total Revenue from Customer Contracts** | **127,072** | **217,271** | **-41.5%** | Geographical Segment Revenue Analysis (HK$ thousand) | Region | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Hong Kong | 1,872 | 10,947 | -82.9% | | China | 23,510 | 19,913 | +18.1% | | Europe | 72,521 | 127,816 | -43.3% | | United States | 6,542 | 12,030 | -45.6% | | India | 14,966 | 39,975 | -62.6% | | Others | 7,661 | 6,590 | +16.3% | | **Total** | **127,072** | **217,271** | **-41.5%** | [Other Income](index=6&type=section&id=Other%20Income) This section details the composition of the Group's other income, including interest, government grants, and other miscellaneous items Other Income Components (HK$ thousand) | Item | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Bank interest | 1,590 | 80 | +1887.5% | | Government grants | 241 | 1,757 | -86.3% | | Sales of scrap materials | 240 | – | N/A | | Other income | 85 | 38 | +123.7% | | **Total** | **2,156** | **1,875** | **+15.0%** | [Other Gains](index=6&type=section&id=Other%20Gains) This section outlines the components of other gains, primarily focusing on fair value gains from investments and net exchange gains Other Gains Components (HK$ thousand) | Item | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Fair value gains on investments at fair value through profit or loss | (222) | 3,065 | -107.2% | | Net exchange gains | 1,072 | 507 | +111.4% | | **Total** | **850** | **3,572** | **-76.2%** | [Finance Costs](index=6&type=section&id=Finance%20Costs) This section details the Group's finance costs, including interest expenses on leases and bank borrowings Finance Costs Components (HK$ thousand) | Item | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Interest on lease liabilities | 100 | 41 | +143.9% | | Interest on bank borrowings | 943 | 1,475 | -36.1% | | **Total** | **1,043** | **1,516** | **-31.2%** | [Income Tax Expense](index=7&type=section&id=Income%20Tax%20Expense) This section presents the Group's income tax expense, broken down by Hong Kong profits tax and PRC enterprise income tax, along with applicable tax rates Income Tax Expense Components (HK$ thousand) | Item | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Hong Kong profits tax | 815 | 356 | +129.0% | | PRC enterprise income tax | (232) | 951 | -124.4% | | **Total** | **583** | **1,307** | **-55.4%** | - The Hong Kong profits tax rate is 8.25% for assessable profits not exceeding HK$2,000,000 and 16.5% for the portion exceeding HK$2,000,000[11](index=11&type=chunk) - The PRC subsidiaries are subject to an income tax rate of 25%[11](index=11&type=chunk) [Profit for the Period](index=7&type=section&id=Profit%20for%20the%20Period) This section details the key items deducted in calculating the Group's profit for the period, such as directors' emoluments, cost of inventories sold, and staff costs Key Deductions from Profit for the Period (HK$ thousand) | Item | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Directors' emoluments | 934 | 879 | +6.3% | | Cost of inventories sold | 101,197 | 190,466 | -46.8% | | Depreciation of property, plant and equipment | 1,799 | 1,257 | +43.1% | | Depreciation of right-of-use assets | 752 | 1,026 | -26.8% | | Research and development expenses | 4,943 | 5,233 | -5.6% | | Staff costs | 20,358 | 24,611 | -17.3% | [Earnings Per Share](index=8&type=section&id=Earnings%20Per%20Share) This section provides the calculation of basic and diluted earnings per share, along with the weighted average number of ordinary shares Earnings Per Share (HK cents) | Indicator | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Profit for the period attributable to owners of the Company (HK$ thousand) | 10,107 | 9,863 | +2.5% | | Weighted average number of ordinary shares | 200,000,000 | 200,000,000 | 0.0% | | Basic and diluted earnings per share (HK cents) | 5.05 | 4.93 | +2.4% | - No diluted earnings per share are presented for the six months ended June 30, 2024, and 2023, as there were no potential dilutive ordinary shares outstanding during these periods[13](index=13&type=chunk) [Dividends](index=8&type=section&id=Dividends) This section outlines the special interim dividend declared by the Board for the six months ended June 30, 2024 - The Board resolved on August 19, 2024, to declare a special interim dividend of HK$0.15 per ordinary share of the Company for the six months ended June 30, 2024[14](index=14&type=chunk) - The total special interim dividend amounts to **HK$30,000,000**[14](index=14&type=chunk) - No other interim dividends were proposed for the six months ended June 30, 2023[14](index=14&type=chunk) [Property, Plant and Equipment](index=8&type=section&id=Property,%20Plant%20and%20Equipment) This section details the changes in the Group's property, plant and equipment, including additions and depreciation for the period Property, Plant and Equipment Movements (HK$ thousand) | Item | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Additions | 7,810 | 23,731 | -67.1% | | Depreciation | 1,799 | 1,257 | +43.1% | [Trade and Other Receivables and Prepayments](index=8&type=section&id=Trade%20and%20Other%20Receivables%20and%20Prepayments) This section provides an aging analysis of the Group's trade receivables, showing changes in collection patterns Aging Analysis of Trade Receivables (HK$ thousand) | Aging | As of June 30, 2024 | As of December 31, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | 0 to 90 days | 37,839 | 24,185 | +56.4% | | 91 to 180 days | 417 | 294 | +41.8% | | 181 to 365 days | 20 | 40 | -50.0% | | Over one year | 79 | 511 | -84.5% | | **Total** | **38,355** | **25,030** | **+53.2%** | [Trade and Other Payables and Accrued Charges](index=9&type=section&id=Trade%20and%20Other%20Payables%20and%20Accrued%20Charges) This section presents an aging analysis of the Group's trade payables, reflecting changes in payment obligations Aging Analysis of Trade Payables (HK$ thousand) | Aging | As of June 30, 2024 | As of December 31, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | 0 to 90 days | 44,958 | 37,502 | +19.9% | | 91 to 180 days | 298 | 27 | +1003.7% | | 181 to 365 days | 27 | 87 | -69.0% | | Over one year | 126 | 176 | -28.4% | | **Total** | **45,409** | **37,792** | **+20.1%** | [Share Capital](index=9&type=section&id=Share%20Capital) This section details the Group's share capital structure, including authorized and issued share capital Share Capital Structure (HK$ thousand) | Item | As of June 30, 2024 | As of December 31, 2023 | | :--- | :--- | :--- | | Authorized share capital (1,000,000,000 shares of HK$0.01 each) | 10,000 | 10,000 | | Issued and fully paid share capital (200,000,000 shares of HK$0.01 each) | 2,000 | 2,000 | [Capital Commitments](index=9&type=section&id=Capital%20Commitments) This section confirms the absence of any significant capital commitments for the Group as of the reporting dates - As of June 30, 2024, and December 31, 2023, the Group had no material capital commitments[17](index=17&type=chunk) [Contingent Liabilities](index=9&type=section&id=Contingent%20Liabilities) This section confirms the absence of any significant contingent liabilities for the Group as of the reporting dates - As of June 30, 2024, and December 31, 2023, the Group had no material contingent liabilities[19](index=19&type=chunk) [Related Party Transactions](index=10&type=section&id=Related%20Party%20Transactions) This section identifies key related parties and details transactions with them, including rental payments and key management personnel compensation - Related parties include Mr. Chung Chi Hang, Mr. Chung Tin Sing (directors of the Company), Mr. Chung Chi Wah (ultimate controlling shareholder), and Tin Kung Electronic Plastic (Heyuan) Co., Ltd., beneficially owned by Mr. Chung Chi Hang[20](index=20&type=chunk) Related Party Transactions (HK$ thousand) | Item | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Rental paid to a related company (Tin Kung Electronic Plastic (Heyuan) Co., Ltd.) | 744 | 831 | -10.5% | Key Management Personnel Compensation (HK$ thousand) | Item | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Salaries and other benefits | 1,225 | 1,258 | -2.6% | | Retirement benefit contributions | 38 | 46 | -17.4% | | **Total** | **1,263** | **1,304** | **-3.1%** | [Events After Reporting Period](index=11&type=section&id=Events%20After%20Reporting%20Period) This section reports significant events occurring after the reporting period, including changes in the company's auditor - ZHONGHUI ANDA CPA Limited resigned as the Company's auditor, effective from August 1, 2024[23](index=23&type=chunk) - VIVIEN CHAN & CO. was appointed as the Company's auditor on the same day to fill the casual vacancy[23](index=23&type=chunk) [Approval of Interim Financial Statements](index=11&type=section&id=Approval%20of%20Interim%20Financial%20Statements) This section confirms the date on which the unaudited condensed consolidated interim financial statements were approved by the Board of Directors - The unaudited condensed consolidated financial statements for the six months ended June 30, 2024, were approved and authorized for issue by the Board of Directors on August 19, 2024[24](index=24&type=chunk) [Management Discussion and Analysis](index=12&type=section&id=Management%20Discussion%20and%20Analysis) This section provides management's perspective on the Group's operational performance, financial condition, and future outlook [Business Review](index=12&type=section&id=Business%20Review) The Group primarily engages in the design, development, production, and sale of transformers, switching power supplies, electronic healthcare products, and other electronic components; revenue declined due to slower transformer orders and economic downturn, but operating profit margin increased from higher product prices and reduced production costs - The Group primarily engages in the design, development, production, and sale of transformers, switching power supplies, electronic healthcare products, and other electronic components[25](index=25&type=chunk) Product Sales Contribution Changes | Product | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | | :--- | :--- | :--- | | Transformers | Approx. 35.7% | Approx. 48.0% | | Switching power supplies | Approx. 1.6% | Approx. 0.7% | | Electronic components | Approx. 62.7% | Approx. 50.8% | | Electronic healthcare products | 0% | Approx. 0.5% | - The decrease in revenue was mainly attributable to slower procurement orders for transformers and weakened demand due to the general economic downturn during the review period[25](index=25&type=chunk) - The operating profit margin increased compared to the same period in 2023, primarily due to higher product selling prices and reduced production scrap and overall production costs during the review period[25](index=25&type=chunk) [Financial Review](index=13&type=section&id=Financial%20Review) The Group's revenue decreased by 41.5% year-on-year to HK$127.1 million, with cost of sales decreasing by 46.9%; gross profit slightly fell by 3.5% to HK$25.9 million, but gross margin rose from 12.3% to 20.4% due to strict material cost control and increased product selling prices, resulting in a 2.5% profit increase to HK$10.1 million - The Group's revenue decreased by approximately HK$90.2 million or **41.5%** from approximately HK$217.3 million for the six months ended June 30, 2023, to approximately **HK$127.1 million** for the six months ended June 30, 2024[26](index=26&type=chunk) - Gross profit margin increased from **12.3%** for the six months ended June 30, 2023, to **20.4%** for the six months ended June 30, 2024, mainly due to stringent control over material costs and an increase in product selling prices compared to the same period in 2023[26](index=26&type=chunk) - Other income increased by **15.0%** to approximately **HK$2.2 million**, primarily due to higher interest income from fixed bank deposits[26](index=26&type=chunk) - Other gains decreased by **76.2%** to approximately **HK$0.9 million**, mainly due to a reduction in investment income resulting from losses incurred by the Company's hedging policy during the review period[26](index=26&type=chunk) - Selling and distribution expenses, administrative expenses, finance costs, and income tax expense all decreased[26](index=26&type=chunk)[27](index=27&type=chunk) - The Group recorded a profit of approximately **HK$10.1 million** for the six months ended June 30, 2024 (six months ended June 30, 2023: approximately HK$9.9 million)[27](index=27&type=chunk) [Outlook](index=14&type=section&id=Outlook) Facing global economic recession, the Group actively addresses challenges by focusing on developing and selling clean energy electronic components (e.g., inverters) and electric vehicle market products (e.g., high-frequency inductors), considering establishing Southeast Asian production bases to mitigate tariff impacts, and striving to enhance production efficiency and effectiveness - The Group recognizes the growing demand for clean energy electronic components, particularly inverters, and has produced inverters for a European customer, with expectations for further new model development collaboration[28](index=28&type=chunk) - The Group acknowledges the electric vehicle market as another rapidly growing sector and has leveraged existing technology to develop and produce high-frequency inductors for this market, anticipating this product to contribute a significant portion of future revenue[28](index=28&type=chunk) - The Group is also seeking strategic partners in Southeast Asia to establish production bases outside China, aiming to mitigate the impact of US tariffs and enhance competitiveness in the US market[28](index=28&type=chunk) - The Group will implement all appropriate measures to enhance the efficiency and effectiveness of its production processes, minimizing production costs[28](index=28&type=chunk) [Liquidity and Financial Resources](index=15&type=section&id=Liquidity%20and%20Financial%20Resources) The Group maintains a robust financial position with growth in net assets and net current assets; bank and cash balances significantly increased, and the gearing ratio substantially decreased to 0.07, primarily due to reduced bank borrowings and increased cash inflows from operating activities Liquidity and Financial Resources Overview (HK$ thousand) | Indicator | As of June 30, 2024 | As of December 31, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Net Assets | 107,300 | 98,100 | +9.4% | | Net Current Assets | 67,000 | 63,200 | +6.0% | | Shareholders' Funds | 107,300 | 98,100 | +9.4% | | Current Assets | 192,800 | 175,500 | +9.9% | | Current Liabilities | 125,800 | 112,300 | +12.0% | | Bank and Cash Balances | 22,700 | 11,700 | +94.0% | | Net Assets Per Share (HK$) | 0.54 | 0.49 | +10.2% | - The gearing ratio (calculated as interest-bearing borrowings net of bank and cash balances to total equity) was approximately **0.07** (December 31, 2023: approximately 0.26), with the decrease primarily due to reduced bank borrowings and increased bank and cash balances from operating activities[29](index=29&type=chunk) [Capital Expenditure](index=15&type=section&id=Capital%20Expenditure) For the six months ended June 30, 2024, the Group's capital expenditure was approximately HK$7.8 million, primarily for additions to property, plant and equipment, a significant decrease from the prior year Capital Expenditure (HK$ thousand) | Period | Capital Expenditure | | :--- | :--- | | For the six months ended June 30, 2024 | 7,800 | | For the six months ended June 30, 2023 | 23,700 | | For the year ended December 31, 2023 | 26,500 | - Capital expenditure was primarily for additions to property, plant and equipment[30](index=30&type=chunk) [Capital Structure](index=16&type=section&id=Capital%20Structure) The Group maintains prudent funding and treasury policies, with a capital structure comprising bank borrowings and equity attributable to owners, where bank borrowings are denominated in HKD and secured by pledged bank deposits and trade receivables - The Group's capital structure comprises bank borrowings and equity attributable to owners of the Group, which includes issued share capital and retained earnings[31](index=31&type=chunk) - Bank borrowings are denominated in HKD and are secured by the Group's pledged bank deposits and trade receivables[31](index=31&type=chunk) [Foreign Exchange Risk](index=16&type=section&id=Foreign%20Exchange%20Risk) The Group's sales are primarily USD-denominated, but some transactions in RMB and HKD expose it to foreign currency risk; currently, there is no hedging policy, but management closely monitors exchange rate fluctuations and considers hedging when necessary - The Group's sales are primarily denominated in US dollars; however, the Group has certain foreign currency sales and purchase transactions denominated in Renminbi and Hong Kong dollars, which may expose the Group to foreign currency risk[32](index=32&type=chunk) - The Group currently has no foreign currency hedging policy, but its management monitors foreign currency exchange rate fluctuations closely to manage its foreign exchange risk and considers hedging significant foreign exchange exposures when necessary[32](index=32&type=chunk) [Material Investments Held](index=16&type=section&id=Material%20Investments%20Held) As of June 30, 2024, the Group held no material investments - As of June 30, 2024, the Group held no material investments (December 31, 2023: Nil)[33](index=33&type=chunk) [Contingent Liabilities](index=16&type=section&id=Contingent%20Liabilities) As of June 30, 2024, the Group had no material contingent liabilities - As of June 30, 2024, the Group had no material contingent liabilities (December 31, 2023: Nil)[33](index=33&type=chunk) [Capital Commitments](index=16&type=section&id=Capital%20Commitments) As of June 30, 2024, the Group had no material capital commitments - As of June 30, 2024, the Group had no material capital commitments (December 31, 2023: Nil)[34](index=34&type=chunk) [Employees and Remuneration Policy](index=16&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2024, the Group had approximately 465 employees, with total staff costs (excluding directors' emoluments) of about HK$20.4 million, a decrease from the prior year; remuneration packages are attractive, regularly reviewed, and continuous training is provided Employees and Staff Costs | Indicator | As of June 30, 2024 | As of December 31, 2023 | For the six months ended June 30, 2024 | For the six months ended June 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Number of Employees | 465 | 458 | N/A | N/A | | Total Staff Costs (HK$ thousand, excluding directors' emoluments) | N/A | N/A | 20,400 | 24,600 | - Employee remuneration and related benefits are determined based on performance, qualifications, experience, position, and the Group's business performance, with continuous training provided for quality control and production facility operations[35](index=35&type=chunk) [Pledge of the Group's Assets](index=17&type=section&id=Pledge%20of%20the%20Group's%20Assets) As of June 30, 2024, the Group's total pledged assets amounted to HK$44,118 thousand, primarily comprising land and buildings, pledged bank deposits, and trade receivables, showing an increase from December 31, 2023 Pledged Assets (HK$ thousand) | Item | As of June 30, 2024 | As of December 31, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Land and buildings | 21,246 | 21,463 | -1.0% | | Pledged bank deposits | 6,522 | 10,810 | -39.6% | | Trade receivables | 16,350 | 706 | +2216.0% | | **Total** | **44,118** | **32,979** | **+33.8%** | [Material Acquisitions and Disposals of Subsidiaries and Affiliated Companies](index=17&type=section&id=Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Affiliated%20Companies) For the six months ended June 30, 2024, the Group had no material acquisitions or disposals of subsidiaries and affiliated companies - For the six months ended June 30, 2024, the Group had no material acquisitions or disposals of subsidiaries and affiliated companies[37](index=37&type=chunk) [Future Plans for Material Investments and Capital Assets](index=17&type=section&id=Future%20Plans%20for%20Material%20Investments%20and%20Capital%20Assets) The Group plans to invest up to 30% of idle cash in short-term, low-risk Hong Kong-listed securities and other investment products to enhance capital efficiency, subject to conditions ensuring operational liquidity and capital security are not affected - The Group's management has invested no more than **30%** of its cash on hand at any critical time in short-term and low-risk Hong Kong-listed securities investments, as well as other related investment products offered by banks and other financial institutions[38](index=38&type=chunk) - Such investments must meet certain conditions, including an investment period not exceeding twelve months, total funds invested in any security not exceeding the Group's cash flow requirements for the next six months, and details of securities to be submitted to the Board for review and prior approval[38](index=38&type=chunk) - The funds for these investments will come from idle capital and will not affect the Group's operational liquidity and capital security[38](index=38&type=chunk) [Other Information](index=18&type=section&id=Other%20Information) This section covers additional disclosures including changes in equity structure, share option scheme, dividends, corporate governance, and board information [Changes in the Company's Equity Structure](index=18&type=section&id=Changes%20in%20the%20Company's%20Equity%20Structure) Century Lead International Limited, controlled by Mr. Zhong Zhihua, acquired 63.0% of the Company's ordinary shares, followed by a mandatory unconditional cash offer under the Takeovers Code; post-offer, the offeror and parties acting in concert held 63.13% of the Company's issued share capital - Century Lead International Limited (controlled by Mr. Zhong Zhihua) acquired **126,000,000** ordinary shares in the Company's share capital, representing **63.0%** of the Company's total issued share capital[39](index=39&type=chunk) - Pursuant to the Takeovers Code, the offeror made a mandatory unconditional cash offer for all issued ordinary shares in the Company's share capital at **HK$0.15** per share[39](index=39&type=chunk) - Immediately following the close of the offer, the offeror and parties acting in concert held interests in a total of **126,260,000** shares, representing **63.13%** of the Company's issued share capital as of April 29, 2024[39](index=39&type=chunk) [Share Option Scheme](index=19&type=section&id=Share%20Option%20Scheme) The Company adopted a share option scheme on February 2, 2016, to incentivize eligible participants, with a maximum of 20,000,000 shares (10% of issued shares) available for grant; no options were granted, exercised, cancelled, or lapsed during the reporting period, leaving 20,000,000 options available as of June 30, 2024 - The Company conditionally adopted a share option scheme on February 2, 2016, to encourage eligible participants to enhance their work efficiency for the benefit of the Group, and to attract and retain or otherwise maintain an ongoing business relationship with eligible participants[40](index=40&type=chunk) - The maximum number of shares of the Company that may be granted under the share option scheme shall not exceed **10%** of the total number of issued shares immediately following the completion of the placing, which is **20,000,000** shares[40](index=40&type=chunk) - During the period from January 1, 2024, to June 30, 2024, no share options were granted, exercised, cancelled, or lapsed under the share option scheme by the Company[41](index=41&type=chunk) - As of June 30, 2024, there were **20,000,000** share options yet to be issued under the share option scheme, representing approximately **10%** of the Company's shares as of June 30, 2024[41](index=41&type=chunk) [Special Interim Dividend](index=20&type=section&id=Special%20Interim%20Dividend) The Board declared a special interim dividend of HK$0.15 per ordinary share, totaling HK$30,000,000, for the six months ended June 30, 2024, to reward shareholders - On August 19, 2024, the Board resolved to declare a special interim dividend of **HK$0.15** per ordinary share of the Company for the six months ended June 30, 2024[42](index=42&type=chunk) - The total special interim dividend amounts to **HK$30,000,000**, aiming to return value to shareholders[42](index=42&type=chunk) - No dividends were paid for the six months ended June 30, 2023, and for the year ended December 31, 2023[42](index=42&type=chunk) [Closure of Register of Members](index=20&type=section&id=Closure%20of%20Register%20of%20Members) To determine eligibility for the special interim dividend, the Company will close its register of members from September 4 to September 6, 2024, with the record date on September 6, 2024, and dividend payment around September 17, 2024 - The dates for the closure of the register of members are from Wednesday, September 4, 2024, to Friday, September 6, 2024 (both days inclusive)[43](index=43&type=chunk) - The record date is Friday, September 6, 2024[43](index=43&type=chunk) - The special interim dividend payment date is on or about Tuesday, September 17, 2024[43](index=43&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=21&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20Listed%20Securities) During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[44](index=44&type=chunk) [Events After Reporting Period](index=21&type=section&id=Events%20After%20Reporting%20Period) Subsequent to the reporting period, ZHONGHUI ANDA CPA Limited resigned as auditor, and VIVIEN CHAN & CO. was appointed as the new auditor - ZHONGHUI ANDA CPA Limited resigned as the Company's auditor, effective from August 1, 2024[45](index=45&type=chunk) - VIVIEN CHAN & CO. was appointed as the Company's auditor on the same day to fill the casual vacancy arising from ZHONGHUI ANDA's resignation[45](index=45&type=chunk) [Corporate Governance Practices](index=21&type=section&id=Corporate%20Governance%20Practices) The Company has complied with the code provisions of the Corporate Governance Code in Appendix C1 of the GEM Listing Rules, ensuring proper and prudent regulation of its operations and decision-making processes - The Directors believe that incorporating core elements of good corporate governance into the Group's management structure and internal control procedures helps balance the interests of the Company's shareholders, customers, and employees[46](index=46&type=chunk) - For the period from January 1, 2024, to June 30, 2024, the Company has complied with the code provisions set out in Part 2 of the Corporate Governance Code[46](index=46&type=chunk) [Directors' Securities Transactions](index=21&type=section&id=Directors'%20Securities%20Transactions) The Company adopted a code of conduct for directors' securities transactions no less exacting than the required standard set out in the GEM Listing Rules, with no non-compliance identified during the reporting period - The Company has adopted a code of conduct regarding directors' securities transactions that is no less exacting than the required standard set out in Rules 5.48 to 5.67 of the GEM Listing Rules[47](index=47&type=chunk) - Following specific inquiries with each Director, the Company is not aware of any non-compliance by the Directors with the required standard of dealings and the code of conduct regarding securities transactions during the period[47](index=47&type=chunk) [Non-Competition Undertaking](index=21&type=section&id=Non-Competition%20Undertaking) Cyber Goodie Limited and Mr. Zhong Zhiheng entered into a non-competition undertaking with the Company, effective from the listing date of February 24, 2016, to protect the Group's interests - Cyber Goodie Limited and Mr. Chung Chi Hang entered into a non-competition undertaking dated February 2, 2016, for the benefit of the Company regarding non-competition commitments[48](index=48&type=chunk) - The non-competition undertaking became effective from February 24, 2016, the listing date[48](index=48&type=chunk) [Competition and Conflicts of Interest](index=21&type=section&id=Competition%20and%20Conflicts%20of%20Interest) To the best of the Directors' knowledge, no Director, controlling shareholder, or their respective associates had any business directly or indirectly competing with the Group's business or any other conflicts of interest during the reporting period - To the best of the Directors' knowledge, during the six months ended June 30, 2024, no Director or controlling shareholder or any of their respective associates owned any business that directly or indirectly competes or may compete with the Group's business, or held any interest in such businesses, or had any other conflicts of interest with the Group[49](index=49&type=chunk) [Audit Committee](index=22&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors chaired by Mr. Cheung Yee Tak, reviewed and approved the Group's unaudited condensed consolidated financial results for the six months ended June 30, 2024, with no disagreement on accounting treatments - The Audit Committee currently comprises three independent non-executive directors: Mr. Cheung Yee Tak (Chairman), Mr. Li Chung Pong, and Mr. Lam Chun Lui[50](index=50&type=chunk) - The Audit Committee has reviewed and approved the Group's unaudited condensed consolidated financial results for the six months ended June 30, 2024, and has no disagreement with the accounting treatments adopted by the Company[50](index=50&type=chunk) [Risk Management Committee](index=22&type=section&id=Risk%20Management%20Committee) The Risk Management Committee, composed of two executive directors and one independent non-executive director, oversees the risk governance structure and hedging policy, reviewing and approving policies formulated by the hedging team - The Risk Management Committee currently consists of three members: two executive directors, Mr. Chung Tin Sing and Mr. Wong Shek Fai, and one independent non-executive director, Mr. Lam Chun Lui[51](index=51&type=chunk) - The Risk Management Committee is responsible for reviewing and approving the hedging policy formulated by the Company's hedging team and reporting to the Board on whether the Company's management has duly complied with the hedging policy[51](index=51&type=chunk) [Publication of Interim Results and Interim Report on HKEX and Company Website](index=22&type=section&id=Publication%20of%20Interim%20Results%20and%20Interim%20Report%20on%20HKEX%20and%20Company%20Website) This announcement is published on the HKEX and Company websites, and the interim report containing all information required by the GEM Listing Rules will be dispatched to shareholders and published on the websites in due course - This announcement is published on the HKEX website (www.hkexnews.hk) and the Company's website (www.keenocean.com.hk)[52](index=52&type=chunk) - The Company's interim report for the six months ended June 30, 2024, containing all information required by the GEM Listing Rules, will be dispatched (if necessary) to the Company's shareholders and published on the aforementioned websites in due course[52](index=52&type=chunk) [Board Information](index=22&type=section&id=Board%20Information) As of the date of this announcement, the executive directors are Mr. Chung Chi Hang, Mr. Chung Tin Sing, and Mr. Wong Shek Fai; the independent non-executive directors are Mr. Cheung Yee Tak, Mr. Li Chung Pong, and Mr. Lam Chun Lui - As of the date of this announcement, the executive directors are Mr. Chung Chi Hang, Mr. Chung Tin Sing, and Mr. Wong Shek Fai[53](index=53&type=chunk) - The independent non-executive directors are Mr. Cheung Yee Tak, Mr. Li Chung Pong, and Mr. Lam Chun Lui[53](index=53&type=chunk)

Financial Performance - Total revenue for the fiscal year ended December 31, 2023, was HKD 326,713,000, a decrease of 17.3% from HKD 394,867,000 in 2022[7]. - The operating profit before tax for 2023 was HKD 19,021,000, compared to HKD 21,009,000 in 2022, reflecting a decline of 9.5%[7]. - The sales of transformers decreased significantly to HKD 146,176,000 in 2023 from HKD 219,390,000 in 2022, representing a drop of 33.3%[17]. - The sales of electronic components increased to HKD 174,750,000 in 2023, up from HKD 171,260,000 in 2022, showing a growth of 2.9%[17]. - The group's revenue decreased by approximately HKD 68.2 million or 17.3% from about HKD 394.9 million in 2022 to approximately HKD 326.7 million in 2023, primarily due to a reduction in transformer procurement orders[23]. - Gross profit decreased by approximately HKD 7.0 million or 12.1%, from about HKD 57.7 million in 2022 to approximately HKD 50.7 million in 2023, while the gross profit margin increased from 14.6% to 15.5%[23]. - The net profit for the year was approximately HKD 17.2 million, compared to HKD 16.8 million in 2022, reflecting a stable performance despite revenue decline[28]. Assets and Liabilities - The total assets as of December 31, 2023, were HKD 210,474,000, a decrease from HKD 238,222,000 in 2022[8]. - The total liabilities decreased to HKD 112,338,000 in 2023 from HKD 156,417,000 in 2022, a reduction of 28.2%[8]. - As of December 31, 2023, the group's net asset value reached approximately HKD 98.1 million, an increase from HKD 81.8 million as of December 31, 2022[35]. - The group's current assets were approximately HKD 175.5 million as of December 31, 2023, down from HKD 223.2 million as of December 31, 2022[35]. - The group's debt-to-equity ratio decreased to approximately 0.26 as of December 31, 2023, compared to 0.41 as of December 31, 2022, primarily due to a reduction in bank loans[36]. Operational Challenges and Strategies - The company faced challenges in material and product delivery due to geopolitical tensions and export restrictions from the US to China[10]. - The company anticipates ongoing challenges including unstable demand patterns and rising delivery and material costs, but aims to maintain sufficient buffer stock to address uncertainties[31]. - The company plans to increase production capacity for clean energy products in response to rising global demand[10]. - The company has reallocated resources for electronic healthcare products to meet changing customer demands, although transformer product demand is expected to continue to decline[31]. Corporate Governance - The company has adopted the principles and code provisions of the GEM Listing Rules Appendix C1 for corporate governance, ensuring proper regulation of its operations and decision-making processes[69][70]. - The board consists of six directors, including three executive directors and three independent non-executive directors, with all directors attending 100% of the meetings held[78][79]. - The board emphasizes the importance of corporate culture as a foundation for long-term business development and economic success, aiming for sustainable growth[71][73]. - The company has confirmed compliance with the code provisions regarding securities trading for the fiscal year ending December 31, 2023[75]. - The company has adopted a nomination policy that outlines the main selection criteria and principles for recommending candidates for the board[105]. Risk Management - The group maintains an effective risk management and internal control system, which is subject to annual review to ensure adequacy in accounting and financial reporting functions[128]. - The internal control system is designed to manage risks rather than eliminate them, providing reasonable assurance against significant misstatements or losses[139]. - The company has adopted a whistleblowing policy to encourage employees and associates to report suspected misconduct confidentially[134]. - The risk management framework includes identifying, analyzing, prioritizing risks, and maintaining a risk register to monitor identified risks[136]. Shareholder Communication - The company aims to provide high levels of disclosure and financial transparency to shareholders and investors through various communication channels[144]. - The company has established multiple communication channels with shareholders, including quarterly, interim, and annual reports, as well as annual general meetings[152]. - The board has committed to regularly reviewing the effectiveness of the shareholder communication policy, which has been deemed sufficient and effective[153]. - The company encourages shareholders to attend the annual general meeting and provides at least 20 business days' notice for such events[144]. Stock Option Plan - The stock option plan allows for a maximum of 20,000,000 shares to be issued, representing 10% of the total issued shares as of the report date[195]. - The maximum number of stock options granted to any individual participant under the stock option plan cannot exceed 1% of the total issued shares as of the grant date[198]. - The stock option plan aims to incentivize participants to enhance performance and attract talent beneficial to the group's long-term development[194]. - Performance targets may need to be met before the recipients can exercise the granted stock options[200].

Financial Performance - The total revenue for the year ended December 31, 2023, was HKD 326,713,000, a decrease of 17.3% compared to HKD 394,867,000 in 2022[5] - Gross profit for the year was HKD 50,656,000, down from HKD 57,742,000 in the previous year, reflecting a gross margin of 15.5%[5] - Operating profit decreased to HKD 21,606,000 from HKD 23,919,000, representing a decline of 9.7%[5] - Net profit for the year was HKD 17,174,000, slightly up from HKD 16,798,000 in 2022, indicating a growth of 2.2%[5] - Basic and diluted earnings per share increased to HKD 8.59 from HKD 8.40, reflecting a growth of 2.3%[5] - The group reported a total revenue of HKD 19,021 for 2023, a decrease from HKD 21,009 in 2022, indicating a decline of approximately 9.5%[20] - The company reported a profit of approximately HKD 17.2 million for the year ended December 31, 2023, compared to approximately HKD 16.8 million for the year ended December 31, 2022[60] Revenue Breakdown - Revenue from transformer sales was HKD 146,176,000, down 33.3% from HKD 219,390,000 in 2022[12] - Revenue from electronic components sales increased to HKD 174,750,000, up 2.9% from HKD 171,260,000 in the previous year[12] - Sales of transformers accounted for approximately 44.8% of total sales for the year ended December 31, 2023, compared to 55.6% for the year ended December 31, 2022[50] - Sales of electronic components and other products accounted for approximately 53.5% of total sales for the year ended December 31, 2023, up from 43.4% for the year ended December 31, 2022[50] Cost and Expenses - The total cost of goods sold, including depreciation and direct labor costs, was HKD 274,067 in 2023, down from HKD 336,371 in 2022, a decrease of approximately 18.5%[23] - Sales costs decreased by approximately HKD 61.0 million or 18.1% to about HKD 276.1 million for the year ended December 31, 2023, consistent with the decline in revenue[55] - The company’s administrative expenses decreased by approximately HKD 0.1 million or 0.3% to about HKD 30.0 million for the year ended December 31, 2023[59] - Financing costs decreased by approximately HKD 0.3 million or 10.3% to about HKD 2.6 million for the year ended December 31, 2023, due to improved cash collection from receivables[59] Assets and Liabilities - The company reported a significant reduction in inventory, with current assets decreasing to HKD 175,507,000 from HKD 223,197,000[6] - Non-current assets increased to HKD 34,967,000 from HKD 15,025,000, primarily due to investments in property and equipment[6] - The total equity attributable to the owners of the company rose to HKD 98,158,000 from HKD 81,819,000, marking an increase of 20%[7] - Trade receivables decreased to HKD 29,644 in 2023 from HKD 74,290 in 2022, representing a reduction of about 60%[29] - The total trade receivables balance as of December 31, 2023, was HKD 3,038,000, down from HKD 7,104,000 in 2022, indicating a reduction of about 57.3%[30] - Bank loans and overdrafts totaled HKD 37,050,000 in 2023, down from HKD 52,534,000 in 2022, a decrease of approximately 29.4%[38] - The total assets pledged for bank financing increased to HKD 32,979,000 in 2023 from HKD 14,841,000 in 2022, marking a significant increase of approximately 121.5%[40] Tax and Compliance - The income tax expense for 2023 was HKD 1,847, significantly lower than HKD 4,211 in 2022, reflecting a reduction of about 56%[19] - The group’s applicable tax rate for its subsidiary in China was reduced to 15% in 2023 from 25% in 2022 due to its qualification as a "high-tech enterprise"[19] - The company has complied with the corporate governance code during the year ending December 31, 2023[86] Management and Governance - The management is closely monitoring the impact of geopolitical conflicts and U.S. export restrictions on its financial performance, assessing the effects as minimal[65] - The risk management committee oversees the risk governance structure and hedging policies[94] - The audit committee has reviewed the audited annual results for the year ending December 31, 2023[93] Future Outlook and Plans - The company has no significant future investment or capital asset plans disclosed as of the announcement date[80] - The company has reallocated resources for electronic healthcare products to meet changing customer demands, while anticipating a slowdown in demand for transformer products[62] - A purchase agreement was established for the acquisition of 126,000,000 ordinary shares, representing 63.0% of the company's issued share capital[81] Shareholder Information - The group did not declare any dividends for the years ended December 31, 2023, and 2022[24] - The board does not recommend a final dividend for the year ending December 31, 2023, consistent with the previous year[84] - The annual general meeting is scheduled for June 13, 2024[91] - The company will suspend the transfer of shares from June 6, 2024, to June 13, 2024[92]

Financial Performance - For the nine months ended September 30, 2023, the group's revenue increased by approximately HKD 18.7 million or 7.2% to about HKD 279.6 million, compared to approximately HKD 260.9 million for the same period in 2022[14] - Profit for the nine months ended September 30, 2023, was approximately HKD 15.3 million, compared to HKD 9.0 million for the same period in 2022, reflecting a significant increase[18] - Revenue for the nine months ended September 30, 2023, was HKD 279.6 million, up from HKD 260.9 million in the same period of 2022, representing a growth of approximately 7.5%[25] - Gross profit for the nine months ended September 30, 2023, was HKD 40.9 million, compared to HKD 35.3 million for the same period in 2022, indicating an increase of about 15.0%[25] - The company reported a net profit of HKD 13,946,000 for the nine months ended September 30, 2023, compared to a net profit of HKD 6,611,000 for the same period in 2022, representing a 110.5% increase[33] - For the nine months ended September 30, 2023, the company reported a profit attributable to shareholders of HKD 15,255,000, compared to HKD 9,044,000 for the same period in 2022, representing an increase of 68.5%[48] Cost and Expenses - The sales cost for the nine months ended September 30, 2023, rose by approximately HKD 13.1 million or 5.8% to about HKD 238.7 million, consistent with the revenue growth[14] - Administrative expenses increased by approximately HKD 4.9 million or 27.3% to about HKD 22.9 million for the nine months ended September 30, 2023, primarily due to an increase in R&D expenses of about HKD 3.8 million[17] - Financing costs increased by approximately HKD 0.1 million or 7.2% to about HKD 2.1 million for the nine months ended September 30, 2023, mainly due to rising interest rates[17] - The total employee costs, including directors' remuneration, for the nine months ended September 30, 2023, were HKD 35,277,000, slightly up from HKD 34,956,000 in 2022, reflecting an increase of 0.9%[7] - The company's financing costs for the nine months ended September 30, 2023, totaled HKD 2,151,000, compared to HKD 2,007,000 in 2022, marking an increase of 7.2%[6] - The cost of goods sold for the nine months ended September 30, 2023, was HKD 238,657,000, compared to HKD 225,611,000 in 2022, representing an increase of 5.8%[7] Income and Gains - Other income surged by approximately HKD 1.3 million or 136.8% to about HKD 2.2 million, primarily due to tax incentives from the government related to sustainable product development[15] - Other gains increased by approximately HKD 1.7 million or 70.1% to about HKD 4.1 million, mainly due to investment income from copper options contracts[15] - The company recognized other income of HKD 2,248,000 for the nine months ended September 30, 2023, compared to HKD 950,000 in the same period of 2022, indicating a significant increase[39] Sales and Market Performance - Transformers accounted for approximately 45.6% of total sales for the nine months ended September 30, 2023, down from 55.5% in the same period of 2022[10] - Electronic components represented approximately 52.6% of total sales for the nine months ended September 30, 2023, up from 43.1% in the same period of 2022[10] - The increase in revenue was primarily driven by existing customers increasing orders for electronic health products and electronic components to meet the rising demand for clean energy equipment[10] - Sales of transformers for the nine months ended September 30, 2023, were HKD 127,455,000, a decrease of 11.9% from HKD 144,728,000 in the previous year[33] - Sales of electronic components increased significantly to HKD 146,918,000 for the nine months ended September 30, 2023, up 30.5% from HKD 112,548,000 in 2022[33] - The geographical breakdown of revenue shows that sales in Europe reached HKD 159,307,000 for the nine months ended September 30, 2023, a substantial increase from HKD 94,636,000 in 2022[36] Strategic Initiatives - The company has adopted new hedging policies regarding copper options contracts to better control material costs amid rising shipping costs and demand uncertainties[19] - The company plans to revise its treasury policy to allow for more investments in short-term, low-risk Hong Kong-listed securities, which will not affect operational liquidity[22] - The company remains confident in seizing post-pandemic opportunities for long-term sustainable growth despite various business challenges[23] - The company has changed its principal place of business in Hong Kong effective September 26, 2023, to enhance operational efficiency[29] - The company continues to focus on the design, development, production, and sales of transformers, switch power supplies, electronic healthcare products, and other electronic components[30] Compliance and Governance - The audit committee reviewed the unaudited consolidated financial performance for the nine months ending September 30, 2023, with no objections to the accounting treatments adopted[68] - The risk management committee oversees the risk governance structure and hedging policies, including copper futures activities[70] - The company adhered to the corporate governance code principles and provisions during the reporting period[71] - No additional disclosure obligations under GEM Listing Rules were identified beyond what has been disclosed[72] Future Outlook - The company anticipates a continued slowdown in demand in the upcoming quarters, with expected reductions in order quantities[22] - The company has not yet determined the impact of new accounting standards on its financial performance and position, indicating ongoing assessments[30] Taxation - Income tax expenses decreased by HKD 1.7 million or 53.5% to about HKD 1.5 million for the nine months ended September 30, 2023, primarily due to a reduction in taxable profits[18] - The company incurred a tax expense of HKD 1,471,000 for the nine months ended September 30, 2023, down from HKD 3,165,000 in 2022, indicating a decrease of 53.5%[44] Dividends and Shareholder Information - The company did not declare any dividends for the nine months ended September 30, 2023, consistent with the same period in 2022[46] - The average number of ordinary shares used for calculating basic and diluted earnings per share for the nine months ended September 30, 2023, was 200,000,000 shares[48] - No share buybacks or sales occurred from January 1, 2023, to September 30, 2023[60] - No significant capital commitments were reported for the nine months ending September 30, 2023[62] - No significant contingent liabilities were reported for the nine months ending September 30, 2023[63] - No major events occurred after the reporting period up to the report date[64]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不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的任何損失承擔任何責任。 KEEN OCEAN INTERNATIONAL HOLDING LIMITED 僑 洋 國 際 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：8070） 截至2023年9月30日止九個月之 第三季度業績公告 香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交 所上市的公司帶有較高投資風險。有意投資的人士應了解投資於該等公司的潛在 風險，並應經過審慎周詳的考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於主板買賣 之證券承受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高流通量 的市場。 本公告的資料乃遵照聯交所GEM證券上市規則（「GEM上市規則」）而刊載，旨在 提供有關僑洋國際控股有限公司（「本公司」或「我們」）及其附屬公司（統稱「本集團」） 的資料；本公司董事 ...