Financial Performance - The group's revenue increased from approximately HKD 63.8 million for the year ended December 31, 2023, to approximately HKD 65.7 million for the year ended December 31, 2024, representing an increase of about 3.0%[16] - Revenue from the design and renovation business accounted for 93.4% of total revenue in 2024, amounting to HKD 61.3 million, compared to 100% in 2023[18] - The group's cost of sales and services decreased by approximately 4.1% to about HKD 46.6 million for the year ended December 31, 2024[19] - Administrative expenses remained stable at approximately HKD 34.1 million for both 2023 and 2024[20] - The loss for the year ended December 31, 2024, was approximately HKD 10.8 million, a reduction from a loss of approximately HKD 17.6 million in 2023[21] - As of December 31, 2024, the company's equity attributable to owners was approximately HKD -10.9 million, compared to HKD 6,000 in 2023[23] Business Strategy and Outlook - The management remains optimistic about the long-term prospects of the design and renovation business despite economic uncertainties[15] - The group plans to continue seeking new orders and customers to strengthen its client base in the design and renovation sector[15] - The board is optimistic about the prospects of the Hong Kong listed equity securities market, believing that the new securities investment business will enhance financial performance and shareholder value[15] - The group will actively monitor its performance and implement appropriate strategies in response to economic conditions[15] Cash and Debt Management - As of December 31, 2024, the group's unencumbered bank balance and cash amounted to approximately HKD 53.6 million, an increase of about 104.6% compared to HKD 26.2 million in 2023[24] - The debt-to-asset ratio as of December 31, 2024, was approximately 83.9%, up from 64.5% in 2023, primarily due to bond issuance during the year[25] - The group will regularly assess its financial condition and consider reducing leverage when appropriate[25] Investments and Acquisitions - The group held significant equity investments totaling approximately HKD 14 million, with notable investments including HSBC Holdings Limited and China Ping An Insurance Group[27] - System Return Limited, a wholly-owned subsidiary, agreed to acquire 100% of the shares of Haotian Design and Construction Limited for HKD 8 million, to be settled through the issuance of shares[32] Corporate Governance - The company has adopted a new logo following the name change effective December 17, 2024[31] - The company has not entered into any management or administrative contracts related to its entire business or any significant part thereof during the year[105] - The company has provided indemnity insurance for its directors and senior officers during the year[107] - The company has established various committees, including the audit committee, to effectively oversee different aspects of the company's affairs[195] Risk Management - The company faces risks related to contract acquisition, management team reliance, and supplier performance, which could significantly impact financial performance[89] - The company has established a risk management system that includes risk assessment processes to identify and prioritize key risks affecting strategic objectives[188] - The audit committee assists the board in overseeing the effectiveness of the risk management and internal control systems[190] Shareholder Information - The company has not declared a final dividend for the year, indicating a focus on financial stability and reinvestment[86] - The company has zero distributable reserves as of December 31, 2024, consistent with the previous year[94] - The company will suspend share transfer registration from June 24 to June 27, 2025, to determine eligibility for voting at the annual general meeting[124] Director and Management Changes - Liu Kejun was appointed as an independent non-executive director on December 12, 2024, with an annual director's fee of HKD 120,000[102] - Tang Zhichao was appointed as an independent non-executive director on December 30, 2024, with an annual director's fee of HKD 120,000[103] - The company is in the process of appointing a new CEO to separate the roles of Chairman and CEO, as per governance guidelines[138] Audit and Compliance - The company faced a qualified opinion from auditors regarding the consolidated financial statements due to the loss of control over a former subsidiary, ACE, as of November 8, 2023[54] - The audit committee reviewed the management's position regarding the qualified opinion and agreed with the management's rationale[57] - The company has not provided certain comparative figures in the financial statements due to the inability to audit the former subsidiary's records[56] Employee and Workplace Culture - The company emphasizes the importance of employee talent and provides a harmonious work environment to foster creativity in interior design projects[82] - The company has allocated sufficient resources and training to ensure compliance with applicable laws and regulations, with no significant violations reported this year[78]

Financial Performance - Revenue for the year ended December 31, 2024, increased by approximately 2.9% to HKD 65,667,000, compared to HKD 63,812,000 in 2023[5] - The company reported a loss attributable to owners of approximately HKD 11,262,000 for the year ended December 31, 2024, an improvement from a loss of HKD 15,857,000 in 2023[5] - The company experienced a net loss of HKD 10,816,000 for the year, an improvement from HKD 17,641,000 in 2023[6] - Operating loss for the year ended December 31, 2024, was HKD 7,467,000, compared to HKD 14,769,000 in 2023[6] - Total comprehensive income for the year was HKD 306,000, compared to HKD 381,000 in the previous year, reflecting a decrease of about 19.7%[7] - The company reported a net loss of HKD 10,816,000 for the year 2024, compared to a loss of HKD 17,641,000 in 2023, indicating an improvement of approximately 38.5%[7] - Basic loss per share for 2024 was HKD (3.13), an improvement from HKD (4.40) in 2023[35] - The total loss before tax for the year was HKD 10,357,000, with tax expenses of HKD 459,000[22] Equity and Liabilities - Total equity attributable to owners as of December 31, 2024, was approximately HKD -10,865,000, compared to HKD 6,000 in 2023[5] - Total liabilities decreased to HKD 58,330,000 in 2024 from HKD 26,200,000 in 2023, reflecting a reduction of approximately 122.3%[8] - The total liabilities of the company exceeded total assets by approximately HKD 10,720,000 as of December 31, 2024, raising concerns about the company's ability to continue as a going concern[44] - The company’s total equity was reported at HKD (10,720) as of December 31, 2023[15] - The company’s capital reserve was reported at HKD (46,892) as of December 31, 2023[15] Assets and Cash Flow - Non-current assets increased to HKD 452,000,000 in 2024 from HKD 380,000,000 in 2023, marking a growth of about 18.9%[8] - Current assets totaled HKD 89,797,000 in 2024, up from HKD 49,358,000 in 2023, which is an increase of approximately 81.9%[8] - The company reported cash and cash equivalents of HKD 53,569,000 in 2024, compared to HKD 26,176,000 in 2023, indicating a growth of about 104.5%[8] - The company’s total asset value, after deducting current liabilities, was HKD 41,837,000 in 2024, up from HKD 26,590,000 in 2023, representing a growth of approximately 57.3%[8] Revenue Sources - Revenue from design and renovation services was HKD 61,349,000, while the securities investment segment reported a loss of HKD 7,988,000[22] - The design and renovation segment's revenue increased from HKD 60,098,000 to HKD 62,213,000, reflecting a growth trend[19] - The design and renovation business accounted for approximately 93.4% of total revenue for the year ending December 31, 2023, with revenue of HKD 63.8 million[50] Financing and Investment - Major shareholder has agreed to provide a loan of up to HKD 5,000,000 to ensure the company can meet its financial obligations in the foreseeable future[15][18] - The company is actively seeking other financing methods and bank loans to support its existing financial responsibilities and future capital expenditures[18] - The company holds significant investments amounting to approximately HKD 14,000 million, with major equity investments including HSBC Holdings Limited (HKD 1,999 million) and China Merchants Bank (HKD 269 million)[58] - The company plans to continue its strategic monitoring of market trends and investment performance[59] Corporate Governance - The board of directors is committed to maintaining good corporate governance and has adhered to all corporate governance codes as per GEM listing rules[85] - The audit committee is responsible for reviewing and supervising the company's financial reporting and risk management processes[87] Operational Challenges - The group recognized a net impairment loss of HKD 1,039 million on trade receivables in 2024, compared to HKD 67 million in 2023, indicating increased credit risk[25][26] - The auditor has issued a qualified opinion on the consolidated financial statements for the year ending December 31, 2023, due to the lack of access to the former subsidiary's records[82] Strategic Outlook - The company plans to implement various measures to enhance overall sales network and effective cost control to improve profit margins and cash flow[18] - The group remains optimistic about the long-term prospects of its design and renovation business despite economic uncertainties[48] - The board is optimistic about the prospects of the Hong Kong capital securities market and believes that new business will further enhance the company's financial performance and shareholder value[48]

Financial Performance - Revenue decreased from approximately HKD 27.3 million for the six months ended June 30, 2023, to approximately HKD 15.0 million for the same period in 2024, representing a decline of about 45.1%[10] - The loss for the six months ended June 30, 2024, was approximately HKD 5.3 million, compared to a loss of approximately HKD 13.2 million for the same period in 2023[15] - The company incurred a loss before tax of HKD 5,256,000, compared to a loss of HKD 13,207,000 in the previous year, indicating an improvement in financial performance[30] - For the six months ended June 30, 2024, the company reported a total comprehensive loss attributable to owners of the company of HKD (5,724) thousand, compared to a loss of HKD (11,994) thousand for the same period in 2023, representing a 52.3% improvement[32] - The company recorded a total comprehensive income of HKD 155 thousand for the period, down from HKD 328 thousand in the previous year, indicating a decrease of 52.8%[32] Revenue and Expenses - The cost of sales and services decreased by approximately 57.5% to about HKD 9.1 million for the six months ended June 30, 2024[11] - Administrative expenses reduced to approximately HKD 13.7 million for the six months ended June 30, 2024, down from HKD 20.4 million in 2023, a decrease of about HKD 6.7 million[12] - Employee benefits expenses decreased to HKD 8,214,000 from HKD 13,124,000, reflecting a reduction of 37.5%[30] - The company reported a gross loss of HKD 3,919,000, an improvement from a gross loss of HKD 12,410,000 in the previous year[30] - The total operating expenses decreased to HKD 4,888,000 for the six months ended June 30, 2024, from HKD 7,232,000 in the same period last year[60] Cash Flow and Assets - Cash and cash equivalents decreased by approximately 64.1% to about HKD 9.4 million as of June 30, 2024, down from HKD 26.2 million as of December 31, 2023[17] - Current assets decreased to HKD 43,769 thousand as of June 30, 2024, compared to HKD 49,358 thousand as of December 31, 2023, a reduction of 11.3%[34] - The company's cash and cash equivalents significantly decreased to HKD 9,373 thousand from HKD 26,176 thousand, a decline of 64.2%[33] - Non-current assets decreased to HKD 2,805 thousand as of June 30, 2024, from HKD 3,432 thousand as of December 31, 2023, reflecting a decline of 18.2%[33] - The net current assets decreased to HKD 18,141 thousand from HKD 23,158 thousand, indicating a decrease of 21.6%[34] Liabilities and Equity - The debt-to-asset ratio increased to approximately 75.5% as of June 30, 2024, compared to 64.5% as of December 31, 2023[18] - The company’s total liabilities decreased to HKD 26,343 thousand as of June 30, 2024, from HKD 26,886 thousand as of December 31, 2023, a decrease of 2.0%[34] - The company’s equity attributable to owners of the company was reported at HKD (5,718) thousand as of June 30, 2024, compared to HKD 6 thousand as of December 31, 2023, indicating a significant decline[34] - The company recorded a net liability of approximately HKD 5,397,000 as of June 30, 2024, raising concerns about its ability to continue as a going concern[40] Investments and Acquisitions - The company completed the acquisition of 100% equity in Starry Design Engineering Limited for a total cash consideration of HKD 40,000 on March 19, 2024[104] - The acquisition of Qian Duo Duo Credit Limited was completed on January 4, 2024, for a total cash consideration of HKD 400,000[100] - The company sold 100% of Action Point International Limited for a cash consideration of HKD 600,000, which will be paid within 12 months post-completion[108] - The company sold another subsidiary, Transcend Global Asset Management Limited, for approximately HKD 639,000 on March 13, 2023[112] - The company is actively seeking other financing methods and bank loans to meet its existing financial obligations and future capital expenditures[40] Share Options and Capital - The 2016 Share Option Scheme has been terminated as of October 20, 2023, but unexercised options remain valid[84] - The 2023 Share Option Scheme was adopted on October 20, 2023, allowing for a maximum of 10% of the total issued shares to be granted as options[85] - The exercise price for options under the 2023 scheme is set at a minimum of 1.10 HKD per share[94] - The company aims to attract and retain qualified personnel through the new share option plans[85] - The maximum number of options that can be granted to any participant in a 12-month period is limited to 1% of the total issued shares[87] Corporate Governance and Compliance - The audit committee has reviewed the unaudited financial information and interim report for the six months ended June 30, 2024[130] - The company has complied with all corporate governance codes as per GEM Listing Rules Appendix 15 during the six months ended June 30, 2024[127] - There were no changes in the directors' information that required disclosure under GEM Listing Rules since the date of the 2023 annual report[118] - The company has adopted a code of conduct for directors' securities transactions, which is stricter than the GEM Listing Rules[128] - No directors or their close associates engaged in any business that directly or indirectly competes with the company during the six months ended June 30, 2024[126]

Financial Performance - The group's revenue decreased by approximately 45.1%, from about HKD 27.3 million for the six months ended June 30, 2023, to about HKD 15.0 million for the same period in 2024[13]. - Revenue for the six months ended June 30, 2024, was HKD 15,046,000, a decrease of 44.5% compared to HKD 27,278,000 in 2023[33]. - The design and renovation segment generated revenue of HKD 14,250 thousand, down 44.4% from HKD 25,618 thousand in the previous year[48]. - The loss for the six months ended June 30, 2024, was approximately HKD 5.3 million, compared to a loss of about HKD 13.2 million for the same period in 2023[18]. - Net loss attributable to shareholders was HKD 5,879,000, compared to a loss of HKD 12,322,000 in 2023, indicating a significant reduction in losses[35]. - The company reported a basic loss per share of HKD 1.63, improved from HKD 3.42 in the previous year[35]. - The company’s total comprehensive income for the six months ended June 30, 2024, was HKD (5,397,000)[39]. Expenses and Costs - The cost of sales and services decreased by approximately 57.5% to about HKD 9.1 million for the six months ended June 30, 2024[14]. - Administrative expenses were approximately HKD 13.7 million for the six months ended June 30, 2024, down from HKD 20.4 million in the same period of 2023, a reduction of about HKD 6.7 million[15]. - Total expenses decreased from HKD 7,232 million in the first half of 2023 to HKD 4,888 million in the first half of 2024, a reduction of 32.4%[63]. Assets and Liabilities - As of June 30, 2024, the company's equity was approximately HKD 36.03 million, with a negative retained earnings of HKD 5.72 million[19]. - Total assets decreased to HKD 43,769,000 from HKD 49,358,000 as of December 31, 2023[36]. - The debt-to-asset ratio as of June 30, 2024, was approximately 75.5%, up from 64.5% as of December 31, 2023, primarily due to increases in payables and a decrease in cash and cash equivalents[21]. - The company recorded a net liability of approximately HKD 5,397,000 as of June 30, 2024[43]. Cash Flow - As of June 30, 2024, the group's unencumbered bank balance and cash amounted to approximately HKD 9.4 million, a decrease of about 64.1% from HKD 26.2 million as of December 31, 2023[20]. - Cash and cash equivalents dropped to HKD 9,373,000 from HKD 26,176,000, reflecting a liquidity challenge[36]. - For the six months ended June 30, 2024, the net cash used in operating activities was HKD (14,125,000), compared to HKD (4,562,000) for the same period in 2023[40]. - The net cash used in investing activities was HKD (2,180,000) for the six months ended June 30, 2024, compared to HKD (109,000) in 2023[41]. - The net cash used in financing activities was HKD (496,000) for the six months ended June 30, 2024, compared to HKD 3,291,000 in 2023[41]. Investments and Acquisitions - The company acquired property, plant, and equipment at a cost of approximately HKD 138 million during the period, a significant decrease from HKD 1,510 million in the same period of 2023[70]. - The acquisition of Qian Duo Duo Credit Limited was completed on January 4, 2024, for a total cash consideration of HKD 400,000, aiming to expand future revenue streams[103]. - The acquisition of Xingyu Design Engineering Limited was completed on March 19, 2024, for a total cash consideration of HKD 40,000, enhancing the company's interior design and renovation solutions[107]. - The company sold another subsidiary, Chuan Cheng Global Asset Management Limited, for approximately HKD 639,000, with a net gain of HKD 448,000 after costs[115]. Shareholder and Equity Information - The company has a total issued and paid-up share capital of 1,000,000,000 ordinary shares with a par value of HKD 100,000,000 as of June 30, 2024[86]. - The 2016 share option scheme was terminated on October 20, 2023, but any unexercised options will remain valid[87]. - The newly adopted 2023 share option scheme allows for a maximum of 10% of the total issued shares to be granted as options[88]. - The maximum number of options granted to any participant in a 12-month period cannot exceed 1% of the total issued shares[90]. Management and Governance - The board is optimistic about the prospects of the Hong Kong listed equity securities market, believing that the new business will enhance financial performance and shareholder value[11]. - The company has complied with all corporate governance codes as per GEM Listing Rules Appendix 15 during the six months ended June 30, 2024[130]. - The audit committee has reviewed the unaudited financial information and interim report for the six months ending June 30, 2024[133]. Risks and Challenges - The group faces significant risks including the inability to secure new contracts, reliance on management performance, and potential supplier issues[120]. - The company aims to actively monitor its performance and implement appropriate strategies in response to the unstable economic conditions[11].

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依賴該等內容而引致的任何損失承擔任何責任。 除二零二三年年度業績公告及二零二三年年報中所披露之資料外，本公司董事 （「董事」）會（「董事會」）謹此向本公司股東及潛在投資者提供有關本公司核數師 （「核數師」）對本集團二零二三財年綜合財務報表所發表保留意見的額外資料。 有關截至二零二三年十二月三十一日止年度 年度業績公告及年報之補充公告 – 1 – 下文載列有關停止綜合入賬（「停止綜合入賬」）ACE Architectural and Interior Design Limited（「ACE」）背景的額外資料，ACE在停止綜合入賬前為本公司的非全 資附屬公司。 代表ACE的債權人（「呈請人」）行事的律師於二零二三年八月四日首次根據香港法 例第32章公司（清盤及雜項條文）條例的規定向香港特別行政區高等法院（「高等 法院」）原訟法庭提交對ACE進行清盤的清盤呈請（「呈請」），並於二零二三年十月 二十四日修訂並重新提交。 於二零二三年十月三十日，ACE的單 ...

Share Option and Award Schemes - The total number of share options available for grant under the 2023 Share Option Scheme and the Share Award Scheme as of December 31, 2023, is 36,027,400 shares, accounting for 10% of the company's total issued share capital[6]. - No share awards were granted, vested, cancelled, or lapsed under the Share Award Scheme during the fiscal year 2023[6]. - The maximum number of shares that can be granted to any selected participant under the Share Award Scheme is limited to 1% of the company's issued share capital[7]. - The 2023 Share Option Scheme was adopted on October 20, 2023, replacing the 2016 Share Option Scheme[3]. - The vesting period for any awarded shares under the Share Award Scheme must not be less than 12 months[11]. - The total number of share options available for grant under the 2016 Share Option Scheme was 35,536,000 shares at the beginning of the fiscal year 2023[5]. - The company has not issued any unvested award shares as of December 31, 2023[6]. - The board has the discretion to determine the vesting conditions for the share options granted under the 2023 Share Option Scheme[16]. - Any specific purchase price for the awarded shares will be determined by the board or the remuneration committee at the time of grant[14]. Stock Options Granted - A total of 22,116,000 stock options were granted under the 2016 Stock Option Plan during the fiscal year 2023, representing approximately 6.1% of the weighted average number of shares issued during the fiscal year, which was 360,274,000 shares[20]. - 7,200,000 stock options were granted to two directors, 14,400,000 to employees, and 516,000 to service providers, with 186,000 options subsequently canceled[23]. - The fair value of the stock options granted on January 19, 2023, was estimated at HKD 4,297,000, calculated using a binomial option pricing model[24]. - The exercise price for the stock options granted was set at HKD 1.1, with the options exercisable from January 19, 2023, to January 18, 2033[19]. - No performance targets or clawback mechanisms are imposed on the stock options granted, as the Compensation Committee deemed the grants appropriate based on the recipients' contributions to the company[25]. - The stock options granted to directors and employees do not have a minimum vesting period, providing flexibility in incentives and rewards[24]. - The stock options granted to service providers were considered beneficial for the continuity of services provided to the company[22]. - The closing price of the shares on the day prior to the grant date was HKD 1.02 per share[19]. - The company aims to attract and retain top talent through the stock option plan, which is designed to provide additional incentives to qualified participants[24]. Convertible Bond Issuance - The company issued a convertible bond with a principal amount of HKD 5,000,000, maturing on May 21, 2030, at an interest rate of 3%[28]. - The net proceeds from the convertible bond issuance are approximately HKD 4.9 million, intended for general working capital[30]. - The conversion price for the convertible bond is set at HKD 1.80 per share, allowing for the conversion into 2,777,777 new shares[28]. - The net price per share after the bond proceeds is approximately HKD 1.76, based on the net proceeds calculation[28]. - The total par value of the shares upon full conversion is expected to be HKD 277,778[28]. - The market price of the shares on April 13, 2023, was HKD 1.80[28]. - The entire amount of HKD 4.9 million from the bond proceeds has been allocated for general working capital, with no unused balance reported[30].

Financial Performance - The company's revenue decreased by approximately 54.5% from about HKD 140.1 million for the year ended December 31, 2022, to about HKD 63.8 million for the year ended December 31, 2023, primarily due to poor performance in the design and renovation business [13]. - The annual loss for the year ended December 31, 2023, was approximately HKD 17.6 million, compared to a loss of about HKD 20.8 million for the year ended December 31, 2022 [19]. - The company's cash and cash equivalents increased by approximately 114.8% to about HKD 26.2 million as of December 31, 2023, compared to HKD 12.2 million as of December 31, 2022 [23]. - The total sales and administrative expenses increased to approximately HKD 34.1 million for the year ended December 31, 2023, from HKD 31.5 million in the previous year, mainly due to equity-settled share-based payments of about HKD 4.2 million [18]. - The company's equity attributable to owners was approximately HKD 36.03 million as of December 31, 2023, unchanged from the previous year [22]. - The securities investment business did not generate any realized income for the year ended December 31, 2023 [14]. - The design and renovation business remains the primary revenue source for the company, contributing 100% of the total revenue for the year ended December 31, 2023 [16]. - The debt-to-asset ratio as of December 31, 2023, is approximately 64.5%, up from 30.2% on December 31, 2022, primarily due to the issuance of bonds and convertible bonds during the year [24]. Business Strategy and Operations - The company aims to strengthen its customer base in the design and renovation business and will actively seek new orders and clients despite economic uncertainties [11]. - The group generates revenue primarily from two business segments: design and renovation services, and securities investment in Hong Kong-listed equity securities [71]. - The group has maintained strong relationships with clients, including corporate employers and residential property owners, to ensure repeat business and referrals [77]. - The group emphasizes the importance of maintaining good relationships with suppliers to ensure efficient and high-quality completion of renovation projects [78]. - The group values its employees as its most valuable asset and provides a harmonious professional work environment to foster creativity in interior design projects [79]. - The group has allocated sufficient resources and training to ensure compliance with applicable laws and regulations, with no significant violations reported during the year [75]. Corporate Governance - The independent auditor has issued a qualified opinion on the consolidated financial statements for the year ending December 31, 2023, due to the liquidation of a former subsidiary [39]. - The company has received a qualified opinion from auditors regarding the consolidated financial statements for the year ending December 31, 2023, specifically related to the cessation of consolidation for ACE, with an estimated revenue impact of approximately HKD 5,293,000 [40]. - The audit committee has reviewed the details surrounding the qualified opinion and agrees with the management's position and basis regarding the cessation of consolidation [42]. - The company has obtained liability insurance for its directors and senior officers during the year [105]. - The board consists of six directors, including three executive directors and three independent non-executive directors [129]. - The company has maintained a public float of at least 25% of its issued shares in compliance with GEM listing rules [121]. - The company has adhered to all corporate governance codes as outlined in GEM listing rules Appendix 15 [128]. - The remuneration of directors is determined based on recommendations from the remuneration committee and the company's performance [109]. - The company has established a nomination policy to ensure that appointed directors possess relevant business, financial, and management skills [164]. Risk Management - The company faced significant risks including reliance on management performance and supplier reliability, which could impact financial performance [86]. - The board has established a risk management culture and appetite, regularly assessing and monitoring the risk levels undertaken by the group [188]. - The group conducts annual risk assessments to identify potential strategic, operational, financial, and compliance risks, analyzing and ranking them based on likelihood and impact [190]. - The audit committee assists the board in managing and overseeing the risk management and internal control systems, with independent professional advisors conducting annual reviews [189]. - The board confirmed the effectiveness of the risk management and internal control systems as of December 31, 2023, meeting the requirements of the GEM listing rules [191]. Shareholder Information - The company did not recommend a final dividend for the year, consistent with the previous year where no dividend was paid [83]. - The company reported a total reserve available for distribution of zero HKD as of December 31, 2023, unchanged from the previous year [91]. - Major shareholders accounted for 29.1% of total purchases, with the largest supplier contributing 9.5% [94]. - Major customers represented 39.1% of total sales, with the largest customer contributing 11.5% [94]. - The company made charitable donations totaling 10,000 HKD during the year, a decrease from 17,000 HKD in the previous year [92]. Board Activities - The company held a total of 15 board meetings during the year ending December 31, 2023 [138]. - All independent non-executive directors confirmed their independence status throughout the year [133]. - The Audit Committee held five meetings during the year to review the company's annual, interim, and quarterly reports, providing recommendations for board approval [154]. - The Remuneration Committee reviewed and approved the remuneration policies for executive directors and senior management, ensuring transparency in the process [158]. - The Nomination Committee conducted a review of the current board structure and diversity policy, assessing the independence of non-executive directors [162]. Compliance and Training - The company has adopted a code of conduct for securities trading by directors, ensuring compliance with GEM Listing Rules [148]. - All directors participated in continuous professional development through seminars and internal briefings to enhance their understanding of responsibilities [151]. - The company secretary has completed over 15 hours of professional training to update skills and knowledge in compliance with corporate governance codes [197]. - The company ensures that all directors receive appropriate training upon their appointment to understand the business and regulatory obligations [149].

Financial Performance - The company's revenue decreased by approximately 54.5%, from about HKD 140.1 million for the year ended December 31, 2022, to about HKD 63.8 million for the year ended December 31, 2023[18]. - The design and renovation business generated total revenue of HKD 63.8 million for the year ended December 31, 2023, compared to HKD 140.1 million for the year ended December 31, 2022[21]. - The securities investment business did not generate any realized revenue for the year ended December 31, 2023[19]. - The loss for the year ended December 31, 2023, was approximately HKD 17.6 million, compared to a loss of HKD 20.8 million for the year ended December 31, 2022[24]. - The group's cost of sales and services decreased by approximately 61.1% to about HKD 48.6 million for the year ended December 31, 2023, compared to the previous year[22]. - Selling and administrative expenses increased to approximately HKD 34.1 million for the year ended December 31, 2023, up from HKD 31.5 million in 2022, primarily due to equity-settled share-based payments of about HKD 4.2 million[23]. - The group's cash and cash equivalents increased by approximately 114.8% to about HKD 26.2 million as of December 31, 2023, compared to HKD 12.2 million in 2022[28]. - The debt-to-asset ratio increased to approximately 64.5% as of December 31, 2023, from 30.2% in the previous year, primarily due to the issuance of bonds and convertible bonds[29]. Business Outlook and Strategy - The management remains optimistic about the long-term prospects of the design and renovation business despite economic uncertainties[16]. - The company plans to continue seeking new orders and clients to strengthen its customer base in the design and renovation sector[16]. - The board is optimistic about the prospects of the Hong Kong listed equity securities market, believing that the new business will enhance the company's financial performance and shareholder value[16]. - The company will actively monitor its performance and implement appropriate strategies in response to adverse economic conditions[16]. - The securities investment business was established during the year ended December 31, 2023, with a focus on seeking capital appreciation and cash flow returns in the Hong Kong equity securities market[15]. Corporate Governance and Compliance - The management is committed to ensuring the accuracy and completeness of the information provided in the financial report[5]. - The company has maintained compliance with relevant laws and regulations, with no significant violations reported during the year[80]. - The independent auditor expressed a qualified opinion on the consolidated financial statements for the year ended December 31, 2023, due to insufficient audit evidence regarding the cessation of consolidation of ACE[44]. - The board of directors is seeking legal advice to determine actions to be taken regarding the liquidation order to protect the interests of the company and its shareholders[50]. - The audit committee has reviewed the details of the qualified opinion and agrees with the management's position regarding the cessation of consolidation[47]. - The company has adopted a code of conduct for securities trading, ensuring compliance with GEM listing rules[153]. - The company has established a written procedure for directors to seek independent professional advice, with costs covered by the company[142]. - The company has implemented a disclosure policy to ensure timely handling of inside information and to provide guidance for directors and senior management in managing confidential data[199]. Employee and Management Changes - The group employed approximately 39 employees as of December 31, 2023, compared to 38 employees in the previous year[39]. - Mr. Zhong Jiahao was appointed as an executive director on December 6, 2023, with an annual director's fee of HKD 240,000[105]. - Mr. Wang Jianyang resigned as an executive director and CEO on January 3, 2024[106]. - The company is actively seeking a suitable candidate to fill the CEO position following the resignation of Mr. Wang Jianyang on January 3, 2024[135]. Risk Management - The company faces risks related to contract acquisition, management team reliance, and supplier performance[91]. - The company has established a risk management system with key features including risk assessment to evaluate the nature and extent of risks associated with achieving strategic goals[192]. - The board of directors confirmed the effectiveness of the risk management and internal control systems, which meet the current business environment's needs and comply with GEM listing rules[196]. - The company conducts annual risk assessments to identify potential strategic, operational, financial, and compliance risks[195]. Shareholder Information - The company has not declared a final dividend for the year, consistent with the previous year[88]. - The company has zero distributable reserves as of December 31, 2023, unchanged from the previous year[96]. - The major shareholders accounted for 29.1% of total purchases, with the largest supplier contributing 9.5%[99]. - The major customers represented 39.1% of total sales, with the largest customer contributing 11.5%[99]. - As of December 31, 2023, Mr. Chen Hongkai holds 16,469,200 shares and 3,600,000 options, totaling 20,069,200 shares, representing 5.57% of the company[117]. - As of December 31, 2023, the major shareholder, Mr. Lu Yujian, holds 68,496,000 shares, representing 19.01% of the company's issued shares[121]. - The company has maintained a public float of at least 25% of its issued shares as required by GEM listing rules[126]. Charitable Contributions - The company made charitable donations totaling HKD 10,000 during the year, down from HKD 17,000 in the previous year[97].

Financial Performance - For the nine months ended September 30, 2023, the total revenue was approximately HKD 47.6 million, a decrease of about 54.0% compared to HKD 103.5 million in the same period of 2022[13]. - The gross profit for the same period was approximately HKD 13.7 million, down about 4.2% from HKD 14.3 million in 2022, with a gross margin increase from 13.8% to 28.8%[14]. - The adjusted EBITDA for the nine months ended September 30, 2023, was approximately -HKD 15.7 million, compared to -HKD 2.0 million in the same period of 2022[16]. - The company recorded a loss attributable to owners of approximately HKD 16.3 million for the nine months ended September 30, 2023, compared to a loss of HKD 4.1 million in 2022[16]. - The total operating expenses for the nine months ended September 30, 2023, were approximately HKD 33.9 million, an increase from HKD 18.2 million in the same period of 2022[16]. - The group reported a net loss of HKD 18.9 million for the nine months ended September 30, 2023, compared to a net loss of HKD 4.98 million for the same period in 2022[30]. - For the three months ended September 30, 2023, the company reported a loss of HKD 5,664,000 compared to a profit of HKD 663,000 in the same period of 2022, representing a significant decline[31]. - The company recorded a total comprehensive loss of HKD 18,543,000 for the nine months ended September 30, 2023, compared to a loss of HKD 5,132,000 in the same period of 2022[31]. - The basic loss per share for the nine months ended September 30, 2023, was HKD 4.54, compared to a loss of HKD 1.17 for the same period in 2022[31]. - For the three months ended September 30, 2023, the company reported a basic loss per share of HKD (1.11), compared to a profit of HKD 0.25 for the same period in 2022[44]. - The company reported a total loss of HKD (4,017,000) for the three months ended September 30, 2023, compared to a profit of HKD 882,000 in the same period of 2022[44]. Revenue Breakdown - The average revenue per project decreased by approximately 61.7% to about HKD 0.88 million for the nine months ended September 30, 2023, compared to HKD 2.3 million in 2022[11]. - The number of completed and ongoing projects decreased by 4.5% to 42 projects in 2023 from 44 projects in 2022[11]. - The revenue from office design and renovation services decreased by 29.6% to HKD 22.4 million in 2023 from HKD 31.8 million in 2022[9]. - The revenue from commercial projects saw a significant decline of 86.9%, dropping to HKD 8.8 million from HKD 67.4 million in the previous year[9]. - The revenue from residential projects increased by 63.9% to HKD 5.9 million, up from HKD 3.6 million in 2022[9]. - Total revenue for the three months ended September 30, 2023, was HKD 20,309,000, a decrease from HKD 38,655,000 in the same period of 2022, reflecting a decline of approximately 47.5%[39]. - The design and renovation segment generated revenue of HKD 11,497,000 for the three months ended September 30, 2023, down from HKD 38,436,000 in the same period of 2022, a decrease of about 70%[39]. Financial Position - As of September 30, 2023, the group had cash and cash equivalents of approximately HKD 24.1 million, an increase from HKD 14.5 million as of December 31, 2022[17]. - The current ratio as of September 30, 2023, was approximately 1.0, up from 0.9 as of December 31, 2022[17]. - Total liabilities as of September 30, 2023, were approximately HKD 103 million, compared to HKD 70.3 million as of December 31, 2022[17]. - The debt-to-asset ratio increased to 51.0% as of September 30, 2023, from 30.2% as of December 31, 2022, primarily due to an increase in the book value of bonds[17]. - The company has received financial support commitments of up to HKD 7,500,000 from major shareholders to meet its financial obligations[38]. - The company is actively seeking additional financing methods and bank loans to support its existing financial obligations and future capital expenditures[38]. - The company believes it has sufficient financial resources to settle the debts arising from the liquidation order[64]. Corporate Actions - The group completed the acquisition of a 34% stake in Shunyu Asset Management for a total consideration of HKD 500,000 on March 21, 2023[25]. - The board of directors will not declare any interim dividend for the nine months ended September 30, 2023[24]. - The company is seeking legal advice regarding actions to be taken in response to a winding-up order issued against its non-wholly owned subsidiary, ACE Architectural and Interior Design Limited, with total debts amounting to HKD 2.36 million[21]. - The total debt related to the liquidation order issued on November 8, 2023, amounts to HKD 2,358,000, which is for consultancy fees and contract amounts related to the ACE project[64]. Governance and Compliance - The company has complied with all corporate governance codes as per GEM Listing Rules Appendix 15 during the nine months ending September 30, 2023[59]. - The company has adopted a code of conduct for securities trading by directors, which is not less stringent than the GEM Listing Rules[60]. - The board of directors confirmed that there were no conflicts of interest or competitive business activities involving directors or their close associates during the nine months ending September 30, 2023[58]. - The company has not engaged in any arrangements that would allow directors or their associates to benefit from acquiring securities of the company or its affiliates during the nine months ending September 30, 2023[57]. - The audit committee has reviewed the unaudited financial information and third-quarter report for the nine months ending September 30, 2023[66]. Other Financial Information - Other income for the nine months ended September 30, 2023, totaled HKD 877,000, compared to HKD 446,000 in the same period of 2022, indicating an increase of approximately 96.7%[40]. - The company reported a fair value gain of HKD 337,000 on financial assets for the nine months ended September 30, 2023, compared to a loss of HKD 149,000 in the same period of 2022[33]. - The company recognized a trade receivables impairment loss of HKD (350,000) for the nine months ended September 30, 2023, compared to HKD (966,000) for the same period in 2022[43]. - The company reported a net gain from the sale of subsidiaries amounting to HKD 448,000 for the nine months ended September 30, 2023[43]. - The company recorded a net gain from the sale of property, plant, and equipment amounting to HKD 634,000 for the nine months ended September 30, 2023[43]. - The company confirmed a fair value loss of HKD (115,000) from financial assets measured at fair value through profit or loss[43]. - As of September 30, 2023, the major shareholder, 呂宇健, holds 68,496,000 shares, representing 19.01% of the company's issued shares[56]. - The company has granted and accepted stock options to purchase 21,930,000 shares at an exercise price of HKD 1.10 per share during the nine months ended September 30, 2023[50]. - As of September 30, 2023, the total number of unexercised stock options was approximately 22,877,000, representing about 6.35% of the company's issued share capital[53]. - The company did not recognize any tax provision for Hong Kong profits tax for the nine months ended September 30, 2023, due to no taxable profits being reported[43].

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依賴該等內容而引致的任何損失承擔任何責任。 AL Group Limited 利駿集團（香港）有限公司 （於開曼群島註冊成立的有限公司） （股份代號：8360） 截至二零二三年九月三十日止九個月 第三季度業績公告 利駿集團（香港）有限公司（「本公司」）之董事（「董事」）會（「董事會」）欣然宣佈本 公司及其附屬公司（統稱「本集團」）截至二零二三年九月三十日止九個月之未經審 核業績。 本公告列載本集團二零二三年第三季度報告全文，並符合香港聯合交易所有限公司 （「聯交所」）GEM證券上市規則（「GEM上市規則」）中有關季度業績初步公告附載 之資料之要求。載有GEM上市規則規定資料之本公司二零二三年第三季度報告之 印刷本將於適當時候寄發予本公司股東。 本公司之第三季度業績公告登載於聯交所網站(http://www.hkexnews.hk)及本公司網 站(www.AL-Grp.com)。 ...