香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其 準 確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部分內容而 產生 或因倚賴該等內容而引致之任何損失承擔任何責任。 HARBOUR EQUINE HOLDINGS LIMITED 維港育馬控股有限公司 維港育馬控股有限公司 主席、行政總裁兼執行董事 黃國偉 香港，二零二五年八月十一日 於本公告日期，董事會包括四名執行董事，即黃國偉先生、陳耀東先生、梁景裕先生及梁達志先 生；及一名非執行董事，即何穎珊女士 ;以及三名獨立非執行董事，即陳進財先生、周展恒先生及 鄧鎮晞先生。 （於開曼群島註冊成立的有限公司） (股份代號：8377) 董事會會議通告 維港育馬控股有限公司 (「本公司」) 董事 (「董事」) 會 (「董事會」) 謹此宣佈將於二零二 五年八月二十九日 (星期五) 舉行董事會會議，藉以 (其中包括) (i)審議及批准本公司及其附屬 公司截至二零二五年六月三十日止六個月的未經審核中期業績；及(ii)審議派付末期股息的建 議 (如有)。 承董事會命 本公告載有根據GEM上市規則須提供有關本公司資料的詳情；董事願就本 ...

FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年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: 維港育馬控股有限公司（於開曼群島註冊成立之有限公司） 呈交日期: 2025年8月4日 | 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) | 08377 | 說明 | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | 409,141,860 | | 0 | | 409,141,860 | | 增加 / 減少 (-) | | | | | | | | | 本月底結存 | | | 409,141,860 | | 0 | | 409,141,860 | 第 2 頁 共 10 頁 v 1.1.1 III.已發行股份及/或庫存股份變動詳情 (A). 股份期權（根據 ...

Financial Performance - For the year ended December 31, 2024, the Group's revenue decreased to approximately HK$68.6 million, a decline of about 0.7% compared to HK$69.1 million for the year ended December 31, 2023[20]. - The Group's net loss decreased to approximately HK$37.0 million for the year ended December 31, 2024, down from approximately HK$46.8 million for the year ended December 31, 2023[20]. - The decrease in net loss is primarily attributed to a reduction in loss from the equine services segment[20]. - The Group's financial performance indicates a focus on improving operational efficiency to reduce losses in the equine services segment[20]. - The Group recorded a gross loss of HK$0.7 million for the year ended 31 December 2024, a decrease from a gross loss of HK$3.3 million for the year ended 31 December 2023, representing a reduction of HK$2.6 million[51]. - The total comprehensive expenses attributable to owners of the Company decreased to approximately HK$34.6 million for the year ended 31 December 2024, down 28.7% from approximately HK$48.5 million for the year ended December 31, 2023[65]. - The Group recorded a loss before income tax of approximately HK$37.5 million for the year ended 31 December 2024, a decrease of approximately 19.5% from approximately HK$46.6 million for the year ended December 31, 2023[63]. - Basic and diluted loss per share for the year ended 31 December 2024 was approximately HK9.05 cents, a decrease of approximately 20.9% from HK11.44 cents for the year ended December 31, 2023[66]. Revenue Breakdown - Revenue from the manufacturing and trading of threads dropped to approximately HK$8 million in 2024, down 62.1% from approximately HK$21.2 million in 2023, attributed to decreased sales in both overseas and local markets[37]. - Revenue from interior design and decoration services surged to approximately HK$52.5 million in 2024, an increase of 219.3% from approximately HK$16.5 million in 2023, driven by a new project[38]. - Revenue from equine services fell to approximately HK$6.5 million in 2024, a decrease of 79.3% from approximately HK$31.4 million in 2023, due to price weakness in selected segments of the thoroughbreds market[39]. - Financial services generated approximately HK$1.5 million in revenue for the year ended December 31, 2024[43]. Cost Management - The cost of sales for the manufacturing and trading of threads decreased to approximately HK$11.7 million for the year ended 31 December 2024, down 38.4% from approximately HK$19.0 million for the year ended December 31, 2023[47]. - The cost of sales for interior design and decoration increased to approximately HK$46.3 million for the year ended December 31, 2024, an increase of 278.7% from approximately HK$12.2 million for the year ended December 31, 2023[49]. - The cost of sales for equine services decreased to approximately HK$11.2 million for the year ended December 31, 2024, down 72.6% from approximately HK$41.1 million for the year ended December 31, 2023[50]. - Selling and distribution expenses decreased to approximately HK$2.0 million for the year ended December 31, 2024, down 39.4% from approximately HK$3.3 million for the year ended December 31, 2023[56]. - Administrative expenses decreased to approximately HK$13.9 million for the year ended December 31, 2024, down 35.3% from approximately HK$21.5 million for the year ended December 31, 2023[57]. - Finance costs decreased to approximately HK$3.5 million for the year ended December 31, 2024, down 30.0% from approximately HK$5.0 million for the year ended December 31, 2023[58]. Strategic Direction - The Group's strategic direction includes expanding its service offerings in equine handling and bloodstock trading[21]. - The Group's management is committed to enhancing revenue streams through diversification of services and market expansion[21]. - The Group plans to allocate more resources to expand the interior design and decoration segment in 2025[38]. - The Group anticipates that the interior design, fitting out, and decoration services will become a principal business segment in 2025, with plans to allocate more resources to this area[117]. - The Group aims to source new higher profit margin customers in the interior design segment in 2025[117]. - The equine services segment will adopt a prudent approach to explore business opportunities while maintaining lower operational costs in 2025[118]. - The Group plans to focus on expanding its interior design, renovation, and decoration services, anticipating this segment to become its main business line by 2025[120]. - The Group will allocate more resources to expand the interior design segment and seek new high-margin clients in 2025[120]. Corporate Governance - The Board believes that strong corporate governance practices are essential for safeguarding shareholder interests and ensuring accountability[153]. - The Company has adopted the corporate governance code as per GEM Listing Rules and is committed to regular reviews to meet shareholder expectations[154]. - The Board consists of a mix of executive, non-executive, and independent non-executive Directors, ensuring compliance with GEM Listing Rules regarding board composition[169]. - The Company has confirmed compliance with the required standards of dealings regarding securities transactions by Directors for the year ended December 31, 2024[156]. - The Company has maintained a culture focused on good corporate governance to support business growth and efficient management[153]. - The Company has purchased appropriate insurance to cover directors' liabilities related to legal actions arising from corporate activities, reviewed annually by the Board[171]. - The Group has complied with the CG Code, except for the deviation from code provision A.2.1, which states that the roles of chairman and CEO should be separate[176]. - The Board will continue to review its corporate governance practices to ensure alignment with the Group's needs and stakeholder expectations[154]. Human Resources - As of December 31, 2024, the Group employed a total of 79 employees, a decrease from 123 employees as of December 31, 2023[97]. - The Group's total staff costs for the years ended December 31, 2024, and 2023 were approximately HK$10.2 million and HK$14.2 million, respectively, indicating a reduction of about 28.1%[97]. - The Group's Mandatory Provident Fund Scheme requires both employer and employee contributions at 5% of relevant income, capped at HK$30,000 per month[98]. - All directors participated in a training session during the year ended December 31, 2024, to refresh their knowledge on applicable laws and responsibilities[185]. Stakeholder Engagement - The Group has established a systematic stakeholder communication channel to facilitate positive interactions and promote sustainable growth[109]. - The Group has maintained business relationships with its five largest customers for periods ranging from approximately five to twenty years[112].

Financial Performance - For the year ended December 31, 2024, the total revenue was HKD 68,581,000, a slight decrease of 0.69% compared to HKD 69,059,000 in 2023[5]. - The gross loss for the year was HKD 724,000, improving from a gross loss of HKD 3,300,000 in the previous year[5]. - The net loss for the year was HKD 37,011,000, which is a reduction of 21.5% from HKD 46,825,000 in 2023[5]. - The total comprehensive loss for the year was HKD 34,587,000, compared to HKD 48,540,000 in the previous year, indicating a significant improvement[5]. - The basic and diluted loss per share improved to HKD 9.05 from HKD 11.44 in the previous year[5]. - The reported segment profit (loss) for the securities, corporate finance, and asset management division was a loss of HKD 29,797,000 for 2024, compared to a loss of HKD 39,401,000 in 2023, indicating an improvement of 24.5%[24][25]. - The net loss attributable to shareholders for the year ended December 31, 2024, was HKD 37,011,000, down from HKD 46,825,000 in 2023, reflecting a reduction of 21.5%[30]. - The basic and diluted loss per share for 2024 was HKD 9.05, compared to HKD 11.44 in 2023, showing a decrease of 20.9%[30]. - The group recorded a pre-tax loss of approximately HKD 37,500,000 for the year ending December 31, 2024, down about 19.5% from approximately HKD 46,600,000 for the year ending December 31, 2023[60]. Assets and Liabilities - The company's cash and cash equivalents decreased to HKD 3,784,000 from HKD 4,123,000 in 2023[6]. - Current assets decreased to HKD 27,079,000 from HKD 47,539,000, reflecting a decline of 43%[6]. - Total liabilities decreased significantly from HKD 58,070,000 in 2023 to HKD 33,325,000 in 2024[7]. - The company's non-current assets decreased from HKD 31,790,000 in 2023 to HKD 7,591,000 in 2024, a decline of 76%[6]. - Current assets slightly exceeded current liabilities by approximately HKD 232,000, while cash and cash equivalents were only about HKD 3,784,000[17]. - The group reported a net liability of approximately HKD 15,199,000[17]. - The company reported a net cash and cash equivalents balance of approximately HKD 3,784,000, raising concerns about its ability to continue as a going concern due to accumulated losses and net liabilities of approximately HKD 15,199,000[42]. Revenue Segments - The total external revenue from the interior design and decoration segment was HKD 52,517,000 in 2024, a significant increase from HKD 16,450,000 in 2023, representing a growth of 218.5%[24][25]. - Revenue from the sewing thread production and trading segment decreased to approximately HKD 8,035,000, a decline of about 62.1% from HKD 21,196,000 in the previous year, attributed to decreased sales in both overseas and local markets[46][47]. - The interior design and decoration segment saw a significant increase in revenue to HKD 52,517,000, representing a growth of 219.3% compared to HKD 16,450,000 in the previous year[46]. - The horse services segment's revenue dropped to HKD 6,519,000, a decrease of 79.3% from HKD 31,413,000 in the previous year[46]. - Revenue from interior design and renovation is expected to increase to approximately HKD 52,500,000 for the year ending December 31, 2024, a rise of about 219.3% compared to approximately HKD 16,500,000 for the year ending December 31, 2023[48]. - Revenue from horse services is projected to decrease to approximately HKD 6,500,000 for the year ending December 31, 2024, down about 79.3% from approximately HKD 31,400,000 for the year ending December 31, 2023[49]. Operational Changes and Strategies - The group has conducted a comprehensive operational restructuring aimed at improving cash flow and profitability, including cost-cutting measures and renegotiating supplier contracts[17]. - The board is confident in the group's ability to generate sufficient cash flow to meet short-term operational needs and financial obligations, including working capital requirements and debt repayment[19]. - The group has developed a detailed cash flow forecast for the 18-month period ending June 30, 2026, considering various scenarios, including conservative revenue estimates[19]. - The company plans to streamline its horse breeding operations by identifying and eliminating underperforming horses to reduce future maintenance costs[45]. - The company plans to focus on expanding its interior design, renovation, and decoration services, anticipating this segment to become its main business by 2025[83]. - The company will adopt a prudent approach to identify business opportunities in the horse services segment while maintaining low operating costs[83]. Corporate Governance and Compliance - The company emphasizes the importance of good corporate governance to protect shareholder interests and ensure accountability[91]. - The board has adopted the corporate governance code as per GEM Listing Rules Appendix 15 and commits to regular reviews of governance practices[91]. - The company has confirmed compliance with the trading standards for directors as per GEM Listing Rules from January 1, 2024, to December 31, 2024[92]. - The audit committee, consisting of three independent non-executive directors, has reviewed the annual report and the group's consolidated performance for the fiscal year ending December 31, 2024[99]. - The independent auditor has verified the consolidated financial statements for the fiscal year ending December 31, 2024, confirming consistency with the amounts reported[101]. - The company has maintained the minimum public float as required by GEM Listing Rules as of the fiscal year ending December 31, 2024[98]. Shareholder Information - As of December 31, 2024, the company's issued share capital is approximately HKD 20,500,000, divided into 409,141,860 shares with a par value of HKD 0.05 each[68]. - Major shareholders include Three Gates Investment Limited with 120,000,000 shares (29.33%), and several entities each holding 80,000,000 shares (19.55%)[88]. - Mr. Huang Guowei holds a beneficial interest in 120,000,000 shares, representing 29.33% of the company's issued share capital[84]. - The beneficial ownership structure indicates that Mr. Huang is deemed to have an interest in the shares held by Three Gates Investment due to his full ownership[90]. - The company has granted stock options totaling 15,591,418 shares, with 4,000,000 options granted to Mr. Liang Jingyu at an exercise price of HKD 0.59[85]. Employment and Costs - The total employee costs for the years ended December 31, 2024, and December 31, 2023, were approximately HKD 10,200,000 and HKD 14,200,000, respectively[76]. - The company employed 79 employees as of December 31, 2024, down from 123 employees as of December 31, 2023[76]. Other Financial Information - The company did not declare any dividends for the year ended December 31, 2024, consistent with 2023[29]. - The company experienced a net foreign exchange loss of HKD 2,483,000 in 2024, compared to a loss of HKD 390,000 in 2023, indicating a significant increase in foreign exchange losses[26]. - The company has not applied any new or revised Hong Kong Financial Reporting Standards that are not yet effective, which are expected to have a significant impact on the consolidated financial statements[14]. - The group has not made any provisions for potential further liabilities in the consolidated financial statements, nor included adjustments for the inability to continue as a going concern[18]. - There were no significant investments or acquisitions held as of December 31, 2024[69]. - The company did not have any major acquisitions or disposals of subsidiaries or associates during the year ended December 31, 2024[70]. - No purchase, sale, or redemption of the company's listed securities has occurred by the company or its subsidiaries during the fiscal year ending December 31, 2024, up to the announcement date[93]. - Directors and controlling shareholders have confirmed no involvement in any competing business or conflict of interest with the group during the fiscal year ending December 31, 2024[94]. - The non-competition commitments made by the controlling shareholder have been fully complied with and executed as of the fiscal year ending December 31, 2024[95].

Revenue and Financial Performance - Revenue for the six months ended June 30, 2024, amounted to approximately HK$20.7 million, a decrease from HK$42.5 million in the same period of 2023[2][4] - The Group recorded an unaudited revenue of approximately HK$20.7 million for the six months ended June 30, 2024, representing a decrease of approximately 51.3% compared to HK$42.5 million for the same period in 2023[71] - Revenue from the manufacturing and trading of threads decreased to approximately HK$4.1 million, down approximately 69.3% from HK$13.4 million in the same period last year, primarily due to reduced sales in overseas markets[76] - Revenue from the interior design and decoration segment slightly increased to approximately HK$10.5 million, representing an increase of approximately 1.5% compared to HK$10.3 million in the same period last year[78] - The equine services segment generated revenue of approximately HK$4.6 million, a decrease of approximately 75.3% from HK$18.8 million in the same period last year[74] - The loss attributable to the owners of the parent decreased to approximately HK$13.5 million for the six months ended June 30, 2024, down from approximately HK$16.5 million for the same period in 2023, representing a decrease of approximately 18.4%[71] Loss and Expenses - Loss after taxation for the six months ended June 30, 2024, was approximately HK$13.5 million, compared to a loss of HK$16.5 million in the same period of 2023[2][4] - Basic and diluted loss per share for the six months ended June 30, 2024, was approximately HK3.30 cents, an improvement from HK4.04 cents in the same period of 2023[2][4] - Total comprehensive loss for the period was HK$15.1 million, compared to HK$20.0 million in the same period of 2023[5] - The Group recorded a loss before income tax of approximately HK$13.5 million for the six months ended 30 June 2024, a decrease of approximately 18.4% from approximately HK$16.5 million for the corresponding period in the preceding year[97] - Selling and distribution expenses decreased to approximately HK$1.1 million for the six months ended 30 June 2024, down from approximately HK$1.9 million for the same period in 2023, representing a decrease of approximately 41.1%[95] - Administrative expenses decreased to approximately HK$7.3 million for the six months ended 30 June 2024, down from approximately HK$10.4 million for the same period in 2023, representing a decrease of approximately 29.4%[96] Assets and Liabilities - As of June 30, 2024, total assets amounted to HK$39,279,000, a decrease from HK$47,539,000 as of December 31, 2023, representing a decline of approximately 17.4%[7] - Current liabilities decreased to HK$51,811,000 from HK$58,070,000, reflecting a reduction of about 10.5%[8] - The net current liabilities increased to HK$12,532,000 from HK$10,531,000, indicating a worsening of liquidity position[8] - The company's net assets dropped to HK$4,328,000 from HK$19,388,000, a decrease of approximately 77.7%[8] - The reserves showed a significant decline from HK$1,069,000 to HK$(16,129,000), indicating a negative shift in retained earnings[8] Cash Flow and Investment - Cash flows used in operating activities for the first half of 2024 amounted to HK$1,656,000, a significant decrease from HK$4,187,000 in the prior year, indicating improved cash management[15] - The company generated net cash flows from investing activities of HK$7,205,000 in the first half of 2024, compared to a net cash outflow of HK$1,050,000 in the same period of 2023, showing a positive shift in investment performance[16] - Proceeds from the disposal of investment property amounted to HK$3,500,000, while proceeds from the disposal of fixed assets were HK$4,380,000, indicating active asset management strategies[16] - The company reported a net increase in cash and cash equivalents to HK$4,087,000 at the end of the period, up from HK$2,734,000 at the end of June 2023, reflecting improved liquidity[16] Segment Performance - Revenue from external customers in the manufacturing and selling of threads segment was HK$4,125,000, while the interior design and decoration segment generated HK$10,450,000[29] - The equine services segment reported a revenue of HK$4,646,000, and the advisory on securities, corporate finance, and asset management segment contributed HK$1,494,000[29] - The total segment loss before tax for the six months ended June 30, 2024, was HK$13,483,000, compared to a loss of HK$16,520,000 for the same period in 2023[29][31] - The equine services segment experienced a loss of HK$5,961,000, while the advisory segment reported a profit of HK$1,424,000[29] Corporate Governance and Management - The Company has adopted a new Share Option Scheme on February 8, 2023, terminating the previous scheme from November 24, 2017[165] - The Audit Committee consists of two independent non-executive Directors and has reviewed the consolidated results of the Group for the six months ended June 30, 2024[170] - The Company has complied with the code provisions of the CG Code during the Relevant Period, except for a deviation from code provision A.2.1[158] - The Board is committed to regularly reviewing corporate governance practices to meet shareholder expectations[157] Future Outlook and Strategies - The company is focusing on expanding its advisory services in securities and corporate finance to improve profitability[29] - Future strategies include enhancing product offerings and exploring new market opportunities to drive revenue growth[29] - The Group expects the interior design business line to diversify its existing portfolio and increase income sources due to growing popularity in Hong Kong and the Greater Bay Area[68] - The advising on securities, corporate finance, and asset management segment recorded a profit during the six months ended June 30, 2024, with plans to seek more projects to increase income sources[140]

Financial Performance - The company reported revenue of HKD 20,715,000 for the six months ended June 30, 2024, a decrease of 51.3% compared to HKD 42,526,000 for the same period in 2023[2]. - The cost of sales was HKD 22,745,000, resulting in a gross loss of HKD 2,030,000, compared to a gross loss of HKD 2,473,000 in the previous year[2]. - The company incurred a loss before tax of HKD 13,483,000, an improvement from a loss of HKD 16,520,000 in the same period last year, indicating an 18.4% reduction in losses[2]. - Total comprehensive loss for the period was HKD 15,060,000, down from HKD 19,958,000 in the prior year, reflecting a 24.5% decrease[3]. - The basic and diluted loss per share was HKD 3.30, an improvement from HKD 4.04 in the previous year[2]. - The group reported a net loss attributable to equity holders of approximately HKD 15.1 million for the six months ended June 30, 2024, compared to a net loss of HKD 20.0 million in the same period of 2023[43]. Assets and Liabilities - Non-current assets decreased to HKD 18,287,000 as of June 30, 2024, from HKD 31,790,000 as of December 31, 2023, representing a decline of 42.5%[4]. - Current assets totaled HKD 39,279,000, down from HKD 47,539,000 at the end of 2023, indicating a decrease of 17.4%[4]. - The company's net asset value dropped to HKD 4,328,000 as of June 30, 2024, compared to HKD 19,388,000 at the end of 2023, a decline of 77.7%[5]. - The total assets of the group decreased to HKD 57,566,000 from HKD 79,329,000, a decline of about 27.4%[16]. - The total liabilities of the group also decreased to HKD 53,238,000 from HKD 59,968,000, representing a reduction of approximately 11.3%[16]. Cash Flow - Cash flow from operating activities for the six months ended June 30, 2024, was HKD 1,656,000, down from HKD 4,187,000 in 2023, indicating a decline of about 60.4%[7]. - The company recorded a net cash inflow from investing activities of HKD 7,205,000 for the six months ended June 30, 2024, compared to a net outflow of HKD 1,050,000 in the previous year[8]. - Total cash and cash equivalents at the end of June 30, 2024, were HKD 4,087,000, an increase from HKD 2,734,000 at the end of June 30, 2023[8]. - The company’s financing activities resulted in a net cash outflow of HKD 7,320,000 for the six months ended June 30, 2024, compared to a net inflow of HKD 869,000 in the previous year[8]. Revenue Segments - Revenue from external customers for the sewing thread production and trading segment was HKD 4,125,000, a decrease from HKD 13,442,000 in the same period last year, representing a decline of approximately 69.3%[14]. - The interior design and renovation segment generated revenue of HKD 10,450,000, compared to HKD 10,294,000 in the previous year, indicating a slight increase of 1.5%[14]. - The horse services segment reported a revenue of HKD 4,646,000, down from HKD 18,790,000 year-on-year, reflecting a significant decrease of approximately 75.2%[14]. - The securities, corporate finance, and asset management advisory segment generated revenue of HKD 1.5 million for the six months ended June 30, 2024, as it was in the initial stage in the previous year and did not record any revenue[32]. Cost of Sales - The group incurred a cost of sold inventory amounting to HKD 13,544,000, down from HKD 27,408,000 in the previous year, indicating a decrease of 50.7%[19]. - The cost of sales for the sewing thread production and trade decreased to approximately HKD 5.5 million for the six months ended June 30, 2024, a reduction of 52.6% compared to HKD 11.7 million for the same period in 2023[34]. - The cost of sales for the interior design and decoration segment increased to approximately HKD 8.5 million, up 12.7% from HKD 7.6 million in the previous year[35]. - The cost of sales for the horse services segment decreased significantly to approximately HKD 8.7 million, a decline of 66.3% from HKD 25.8 million in the prior year[36]. Corporate Governance and Management - The board believes that maintaining good corporate governance is essential for the company's sustainable growth and management effectiveness[66]. - The chairman and CEO, Mr. Huang, has been involved in the group's daily operations since 2008, ensuring strong and consistent leadership[67]. - The audit committee has been established in accordance with GEM listing rules, consisting of two independent non-executive directors[73]. - The audit committee has reviewed the consolidated performance of the group for the six months ending June 30, 2024[72]. Future Outlook and Challenges - The company expects ongoing challenges due to the US-China trade conflict and high interest rates, which are anticipated to impact financial conditions and cash flow[55]. - The management plans to allocate more resources to the interior design, renovation, and decoration services segment in the second half of the year, anticipating increased demand in Hong Kong and the Greater Bay Area[55]. - The purebred horse segment is expected to remain soft due to high interest rates in Australia, leading the company to maintain biological assets at a low level and reduce investments in this area[55]. Shareholder Information - As of June 30, 2024, Mr. Huang Guowei holds 120 million shares, representing 29.33% of the company's issued share capital[56]. - Three Gates Investment holds 120,000,000 shares, representing 29.33% of the company's issued share capital[60]. - Upbest Financial Holdings Limited and other related entities collectively own 80,000,000 shares, each representing 19.55% of the company's issued share capital[61]. Compliance and Regulations - The company has confirmed compliance with the trading standards set forth in the GEM Listing Rules during the reporting period[68]. - The company has not experienced any changes in the interests of directors or major shareholders in competitive businesses during the reporting period[63].

Financial Performance - For the year ended December 31, 2023, the Group's revenue decreased to approximately HK$69.1 million, representing a decrease of approximately 9.5% compared to HK$76.3 million for the year ended December 31, 2022[19]. - The Group's net loss increased to approximately HK$46.8 million for the year ended December 31, 2023, up from approximately HK$22.9 million for the year ended December 31, 2022, representing an increase of approximately 104.4%[19]. - The significant loss was primarily attributed to the equine services segment and the manufacturing and trading of threads segment[19]. - Revenue from the manufacturing and trading of threads dropped to approximately HK$21.2 million, a decrease of approximately 58.4% from HK$51.0 million in the previous year, attributed to reduced sales in both overseas and local markets[44]. - The interior design and decoration segment generated revenue of approximately HK$16.5 million, down 6.5% from HK$17.6 million in the previous year, maintaining a stable percentage of total revenue[43]. - The equine services segment saw a significant increase in revenue to approximately HK$31.4 million, up 307.9% from HK$7.7 million in the previous year, indicating strong growth in this area[43]. - The Group recorded a gross loss of HK$3.3 million for the year ended 31 December 2023, compared to a gross profit of HK$13.4 million for the year ended 31 December 2022, representing a decrease of HK$16.7 million in gross profit[60]. - The gross profit margin for the threads segment decreased to 10.3% for the year ended 31 December 2023 from 16.1% for the year ended 31 December 2022, while the decoration segment's gross profit margin decreased to 25.6% from 35.1%[60]. - The Group recorded a loss before income tax of approximately HK$46.6 million for the year ended 31 December 2023, compared to approximately HK$22.9 million in 2022, representing an increase of approximately 103.1%[68]. - Total comprehensive expenses attributable to the owners of the parent increased to approximately HK$48.5 million for the year ended December 31, 2023, up from approximately HK$27.6 million in 2022, representing an increase of approximately 75.7%[70]. - Basic and diluted loss per share for the year ended December 31, 2023 was approximately HK11.44 cents, an increase of approximately 104.3% from HK5.60 cents in 2022[77]. Operational Strategies - The Group's revenue decline reflects challenges in the market and operational segments, necessitating strategic adjustments[19]. - Future strategies may involve enhancing product offerings and exploring new markets to mitigate losses[19]. - The Group's management is focused on improving operational efficiency and addressing the factors contributing to the increased net loss[19]. - The Group plans to focus on the overseas market for sewing threads after slowing down operations in the local PRC market due to intense competition affecting profit margins[44]. - The Group expects the interior design business to diversify its portfolio and increase income sources due to growing demand in Hong Kong and the Greater Bay Area[26]. - The management team is actively consolidating the portfolio by identifying and eliminating underperforming assets to positively impact operational costs[30]. - Management has decided to dispose of certain bloodstock at a loss to manage future operating expenses effectively[60]. - The Group plans to allocate more resources to expand the interior design and decoration segment in 2024[47]. Market Conditions - The Group has faced difficulties in its principal business of manufacturing and selling sewing threads due to ongoing trade conflicts between the PRC and the U.S., as well as a gradual slowdown in the PRC economy[129]. - The Group expects the high interest rate environment and trade conflicts to continue impacting its financial position, cash flows, and operating results in the coming year[129]. - The Group anticipates growth in the interior design, fitting out, and decoration services sector in Hong Kong and the Greater Bay Area, aiming to diversify its business portfolio and increase income sources[130]. Management and Governance - The company has adopted the corporate governance code as set out in Appendix 15 to the GEM Listing Rules, ensuring compliance with standards[182]. - The Board of Directors comprises both executive and independent non-executive directors, with a commitment to regular meetings at least four times a year[188]. - The company emphasizes the importance of strong corporate governance practices to safeguard shareholder interests and ensure accountability[181]. - The financial controller of Guangzhou Xinhua has been with the group since August 1994, indicating stability in financial management[175]. - The production manager of Guangzhou Xinhua has over 24 years of experience in production management and quality control[176]. - The independent non-executive directors have provided written confirmations of their independence, as required by the GEM Listing Rules[192]. - The Board held a total of four regular meetings during the year ended December 31, 2023, with attendance rates ranging from 75% to 100% among directors[195]. - All directors attended the annual general meeting, achieving a 100% attendance rate[198]. - The Company maintained compliance with GEM Listing Rules, ensuring that independent non-executive directors represented at least one third of the Board[200]. Human Resources - As of December 31, 2023, the Group employed a total of 123 employees, a decrease from 141 employees as of December 31, 2022[108]. - The total staff costs for the two years ended December 31, 2023, were approximately HK$14.2 million and HK$18.6 million, respectively[108]. - Administrative expenses decreased to approximately HK$21.5 million for the year ended December 31, 2023, down from approximately HK$29.5 million in 2022, representing a decrease of approximately 27.0%[66]. Financial Position - The Group's cash and bank balances amounted to approximately HK$4.1 million as at 31 December 2023, compared to approximately HK$2.2 million as at 31 December 2022[80]. - The Group has net current liabilities of approximately HK$10.5 million as at 31 December 2023, compared to net current assets of approximately HK$29.9 million as at 31 December 2022[81]. - The gearing ratio increased to approximately 73.5% as at 31 December 2023, up from approximately 48.8% as at 31 December 2022[85]. - There were no significant investments or material acquisitions during the year ended 31 December 2023[88]. - The Group has no significant acquisitions or disposals of subsidiaries or associates as of December 31, 2023[98]. - There are no major investments or capital asset plans as of December 31, 2023[99]. - The Group has no significant contingent liabilities as of December 31, 2023, consistent with the previous year[100]. - The Group does not have a foreign currency hedging policy but closely monitors foreign exchange exposure[103]. - The Group's assets were pledged to lenders to secure certain borrowings as of December 31, 2023[104]. Future Outlook - Overall, the management remains optimistic about future growth, citing strong market demand and a robust pipeline of new products[145]. - The company provided guidance for the next fiscal year, projecting revenue growth of BB% and an expected total revenue of $CC million[145]. - New product launches are anticipated to contribute significantly to revenue, with an estimated impact of DD million in the upcoming quarter[145]. - The company is investing in new technology development, allocating EE million towards R&D initiatives aimed at enhancing product offerings[145]. - Market expansion efforts are underway, with plans to enter the FF market by the end of the fiscal year, targeting a market share of GG%[145]. - The company is exploring potential acquisitions to bolster its market position, with a focus on companies that align with its strategic goals[145]. - A new strategic partnership has been established, expected to enhance distribution channels and increase market reach by HH%[145]. - The company has implemented cost-cutting measures, aiming to reduce operational expenses by II% over the next year[145].

Financial Performance - The total revenue for the year ended December 31, 2023, was HKD 69,059,000, a decrease of 9.5% compared to HKD 76,274,000 in 2022[6] - The gross loss for the year was HKD 3,300,000, compared to a gross profit of HKD 13,381,000 in the previous year[6] - The net loss for the year was HKD 46,825,000, which is a significant increase from the net loss of HKD 22,904,000 in 2022, representing a 104% increase in losses[6] - The basic and diluted loss per share for the year was HKD 11.44, compared to HKD 5.60 in the previous year, indicating a 104.3% increase in loss per share[6] - The company reported a total loss before tax of HKD 46,567,000 for the year ended December 31, 2023[40] - The group recorded a loss before tax of approximately HKD 46,600,000 for the year ended December 31, 2023, compared to a loss of approximately HKD 22,900,000 for the year ended December 31, 2022, an increase of about 103.1%[83] - The company reported a loss attributable to owners of approximately HKD 46,825,000 and a gross loss of about HKD 3,300,000 for the year ended December 31, 2023[31] - The company incurred a net loss of HKD 8,984,000 from other gains and losses in 2023, compared to a gain of HKD 2,023,000 in 2022[42] Assets and Liabilities - Total assets decreased from HKD 97,874,000 in 2022 to HKD 47,539,000 in 2023, reflecting a decline of 51.5%[7] - The total liabilities decreased from HKD 67,973,000 in 2022 to HKD 58,070,000 in 2023, a reduction of 14.6%[7] - The company’s non-current assets decreased from HKD 38,646,000 in 2022 to HKD 31,790,000 in 2023, a decline of 17.8%[7] - The company’s equity decreased from HKD 67,928,000 in 2022 to HKD 19,388,000 in 2023, representing a decrease of 71.5%[8] - Current liabilities exceeded current assets by approximately HKD 10,531,000, with other borrowings due within one year amounting to HKD 33,445,000 and cash and cash equivalents of only HKD 4,123,000[31] - The group’s net current liabilities amounted to approximately HKD 10,500,000 as of December 31, 2023, compared to net current assets of approximately HKD 29,900,000 as of December 31, 2022[89] Revenue Segments - Reportable segment revenue for the year ended December 31, 2023, totaled HKD 69,059,000, with external customer revenue from sewing thread production and sales at HKD 21,196,000, interior design and renovation at HKD 16,450,000, and horse services at HKD 31,413,000[40] - Revenue from the sewing thread production and trading segment decreased to approximately HKD 21,200,000, down about 58.4% from approximately HKD 51,000,000 in 2022[69] - Revenue from the interior design and decoration segment decreased to approximately HKD 16,500,000, a decline of about 6.5% from approximately HKD 17,600,000 in 2022[70] - Revenue from the horse services segment increased to approximately HKD 31,400,000, up about 307.9% from approximately HKD 7,700,000 in 2022[72] Expenses and Costs - The total sales cost for the group increased by 15.1% to approximately HKD 72,359,000 in 2023 from HKD 62,893,000 in 2022[73] - The sales cost for the sewing thread production and trading segment decreased to approximately HKD 19,000,000, down 55.5% from approximately HKD 42,800,000 in 2022[74] - The sales cost for the horse services segment increased significantly by 372.1% to approximately HKD 41,100,000 from approximately HKD 8,700,000 in 2022[76] - Selling and distribution expenses decreased from approximately HKD 5,200,000 for the year ended December 31, 2022, to approximately HKD 3,300,000 for the year ended December 31, 2023, a decline of about 35.8%[79] - Administrative expenses decreased from approximately HKD 29,500,000 for the year ended December 31, 2022, to approximately HKD 21,500,000 for the year ended December 31, 2023, a reduction of about 27.0%[81] Cash Flow and Financing - The company's cash and cash equivalents increased to HKD 4,123,000 from HKD 2,166,000, marking an increase of 90.2%[7] - The company received loan extension letters from three lenders to extend approximately HKD 22,300,000 of utilized loan financing and HKD 13,200,000 of unutilized loan financing for one year until 2025[34] - A shareholder loan agreement was established for HKD 19,171,000, which is interest-free and unsecured, with repayment required in cash[129] - A loan agreement for RMB 16,760,277 (approximately HKD 18,603,907) was made, with an interest rate of 2% per annum, to be repaid within three years[131] Corporate Governance and Compliance - The board emphasizes the importance of good corporate governance to ensure accountability to shareholders[124] - The company is committed to adhering to the GEM Listing Rules and has adopted the corporate governance code[124] - The company confirmed compliance with the trading standards for directors as per GEM Listing Rules from January 1, 2023, to December 31, 2023[127] - The audit committee, consisting of three independent non-executive directors, reviewed the financial statements for the fiscal year ending December 31, 2023[137] - The independent auditor verified the financial figures for the fiscal year ending December 31, 2023, ensuring consistency with the consolidated financial statements[140] Future Outlook - The board anticipates that the company's business performance will improve in 2024, focusing on interior design, renovation, and decoration services, which are increasingly popular in Hong Kong and the Greater Bay Area[34] - The company expects to record a gross profit for the year ending December 31, 2024[34] - The group anticipates that ongoing trade conflicts between China and the United States will continue to impact its business in the coming year[110] - The group expects the new business line in interior design and decoration services to enhance revenue sources and diversify its current business portfolio[110] - The group plans to review its existing operations to improve business performance and financial condition, seeking suitable investment and divestment opportunities[113]

Financial Performance - The company's revenue for the year ended December 31, 2023, was HKD 69,059,000, a decrease of 9.5% compared to HKD 76,274,000 in 2022[6] - The gross loss for the year was HKD 3,300,000, compared to a gross profit of HKD 13,381,000 in the previous year[6] - The total comprehensive loss for the year amounted to HKD 48,540,000, significantly higher than the HKD 27,624,000 reported in 2022[6] - The company reported a pre-tax loss of HKD 46,567,000, which is an increase of 103.0% from the pre-tax loss of HKD 22,904,000 in the prior year[6] - The net loss attributable to owners of the company was HKD 48,540,000, compared to HKD 27,624,000 in 2022, reflecting a substantial increase in losses[6] - The company reported a loss attributable to owners of approximately HKD 46,825,000 and a gross loss of about HKD 3,300,000 for the year ended December 31, 2023[31] - The company reported a loss attributable to shareholders of approximately HKD 46,825,000 for the year ended December 31, 2023, compared to a loss of HKD 22,904,000 in 2022, representing an increase of 104.5%[49] - The basic and diluted loss per share for 2023 was HKD 11.44, compared to HKD 5.60 in 2022, indicating a 104.4% increase in loss per share[49] - The group recorded a loss before tax of approximately HKD 46,600,000 for the year ended December 31, 2023, compared to a loss of approximately HKD 22,900,000 for the year ended December 31, 2022, an increase of about 103.1%[83] Assets and Liabilities - The company's total assets less current liabilities decreased to HKD 21,259,000 from HKD 68,547,000 in the previous year[8] - The company's net assets were reported at HKD 19,388,000, down from HKD 67,928,000 in 2022, indicating a significant decline in equity[8] - Current liabilities exceeded current assets by approximately HKD 10,531,000, with other borrowings due within one year amounting to HKD 33,445,000 and cash and cash equivalents of only HKD 4,123,000[31] - The group’s net current liabilities were approximately HKD 10,500,000 as of December 31, 2023, compared to net current assets of approximately HKD 29,900,000 as of December 31, 2022[89] - The debt-to-equity ratio increased from approximately 48.8% as of December 31, 2022, to approximately 73.5% as of December 31, 2023, primarily due to losses incurred during the year[90] Revenue Segments - Reportable segment revenue for the year ended December 31, 2023, totaled HKD 69,059,000, with external customer revenue from sewing thread production and sales at HKD 21,196,000, interior design and renovation at HKD 16,450,000, and horse services at HKD 31,413,000[40] - Revenue from the sewing thread production and trading segment decreased to approximately HKD 21,200,000, down about 58.4% from approximately HKD 51,000,000 in the previous year[69] - Revenue from the interior design and decoration segment decreased to approximately HKD 16,500,000, a decline of about 6.5% from approximately HKD 17,600,000 in the previous year[70] - Revenue from the horse services segment increased to approximately HKD 31,400,000, a significant increase of about 307.9% from approximately HKD 7,700,000 in the previous year[72] Expenses and Costs - The total sales cost for the group increased by 15.1% to approximately HKD 72,359,000 for the year ended December 31, 2023, compared to HKD 62,893,000 in the previous year[73] - The sales cost for the sewing thread production and trading segment decreased to approximately HKD 19,000,000, down 55.5% from approximately HKD 42,800,000 in the previous year[74] - The sales cost for the interior design and decoration segment increased to approximately HKD 12,200,000, an increase of 7.2% from approximately HKD 11,400,000 in the previous year[75] - The sales cost for the horse services segment increased to approximately HKD 41,100,000, a substantial increase of 372.1% from approximately HKD 8,700,000 in the previous year[76] - Selling and distribution expenses decreased from approximately HKD 5,200,000 for the year ended December 31, 2022, to approximately HKD 3,300,000 for the year ended December 31, 2023, a decline of about 35.8%[79] - Administrative expenses decreased from approximately HKD 29,500,000 for the year ended December 31, 2022, to approximately HKD 21,500,000 for the year ended December 31, 2023, a decline of about 27.0%[81] Future Outlook - The board anticipates that the company's business performance will improve in 2024, focusing on interior design, renovation, and decoration services, which are increasingly popular in Hong Kong and the Greater Bay Area[34] - The company expects to record a gross profit for the year ending December 31, 2024[34] - The group anticipates that ongoing trade conflicts between China and the United States, along with a high-interest rate environment, will continue to impact its business[110] - The group expects the new business line in interior design, renovation, and decoration services to enhance revenue sources due to increasing demand in Hong Kong and the Greater Bay Area[110] Corporate Governance and Compliance - The board believes that maintaining good corporate governance is essential for sustainable business growth and accountability to shareholders[124] - The company has adopted the corporate governance code as per GEM Listing Rules Appendix 15 and commits to regular reviews[124] - The company is committed to ensuring compliance with the corporate governance code standards and meeting the rising expectations of shareholders and stakeholders[126] - The company confirmed compliance with the trading standards for directors as per GEM Listing Rules from January 1, 2023, to December 31, 2023[127] - The company confirmed compliance with the minimum public float requirements as per GEM Listing Rules[136] Shareholding Structure - As of December 31, 2023, the company's issued ordinary share capital is HKD 20,457,093, divided into 409,141,860 shares with a par value of HKD 0.05 each[125] - Mr. Huang Guowei holds 120,000,000 shares, representing 29.33% of the company's issued share capital[115] - Other major shareholders include Junlai Financial Limited, Meijian Credit and Mortgage Limited, and others, each holding 80,000,000 shares, representing 19.55% of the company's issued share capital[121] - The shareholding structure indicates a significant concentration of ownership among a few major shareholders, which may impact corporate decision-making[120] Loans and Financing - A shareholder loan agreement was established for HKD 19,171,000, which is interest-free and unsecured, with repayment required in cash[129] - A loan agreement for RMB 16,760,277 (approximately HKD 18,603,907) was made, with an interest rate of 2% per annum, to be repaid within three years[131] - The company received a loan financing extension letter for approximately HKD 22,300,000 and undrawn loan financing of about HKD 13,200,000, extending the term by one year to 2025[135] Employee Information - As of December 31, 2023, the group employed 123 employees, a decrease from 141 employees as of December 31, 2022[100] - Total employee costs (excluding director remuneration) for the years ended December 31, 2023, and December 31, 2022, were approximately HKD 14,200,000 and HKD 18,600,000, respectively[100]

Financial Performance - For the nine months ended September 30, 2023, the revenue amounted to approximately HK$61.9 million, an increase from HK$51.6 million in the same period of 2022, representing a growth of 19.4%[8] - The loss after taxation for the nine months ended September 30, 2023, was approximately HK$21.6 million, compared to a loss of HK$16.3 million in the same period of 2022, indicating a deterioration of 32.1%[8] - Basic and diluted loss per share for the nine months ended September 30, 2023, was approximately HK5.28 cents, compared to HK3.98 cents for the same period in 2022, reflecting an increase of 32.7%[10] - For the three months ended September 30, 2023, the revenue was HK$19.4 million, up from HK$15.5 million in the same quarter of 2022, marking a growth of 24.5%[10] - The gross profit for the nine months ended September 30, 2023, was a loss of HK$1.54 million, compared to a gross profit of HK$5.46 million in the same period of 2022, indicating a decline of 128.2%[10] - Total comprehensive loss for the nine months ended September 30, 2023, was HK$25.08 million, compared to HK$22.19 million in the same period of 2022, representing an increase of 13.0%[11] - The company reported a loss before tax of HK$21.60 million for the nine months ended September 30, 2023, compared to a loss of HK$16.29 million in the same period of 2022, representing an increase of 32.9%[10] - The company reported a loss for the period of HK$21,596,000 for the nine months ended September 30, 2023, compared to a loss of HK$16,290,000 for the same period in the previous year[13] - The total comprehensive loss for the nine months ended September 30, 2023, was HK$25,076,000, which includes an exchange loss of HK$3,480,000[13] Expenses and Costs - The administrative expenses for the nine months ended September 30, 2023, were HK$15.70 million, down from HK$21.52 million in the same period of 2022, showing a reduction of 27.1%[10] - Other income and gains for the nine months ended September 30, 2023, totaled HK$3.02 million, a decrease from HK$6.94 million in the same period of 2022, reflecting a decline of 56.5%[10] - The finance costs for the nine months ended September 30, 2023, were HK$2.55 million, compared to HK$1.02 million in the same period of 2022, indicating an increase of 150.0%[10] - Corporate and unallocated expenses for the nine months ended September 30, 2023, amounted to HK$7,903,000, up from HK$12,393,000 in the same period of 2022[39] - Selling and distribution expenses decreased to approximately HK$2.5 million for the nine months ended September 30, 2023, down 42.0% from approximately HK$4.3 million in the same period of 2022[103] - The cost of inventories sold for the three months ended 30 September 2023 was HK$13,515,000, up 36.5% from HK$9,923,000 in the same period of 2022[49] - The depreciation of fixed assets for the nine months ended 30 September 2023 was HK$860,000, a decrease of 40.0% from HK$1,435,000 in the same period of 2022[49] - The Group's employees' benefit expenses (excluding directors' remuneration) for the nine months ended 30 September 2023 were HK$10,924,000, a decrease of 40.0% from HK$18,180,000 in the same period of 2022[49] Revenue Segmentation - Revenue from external customers for the three months ended September 30, 2023, was HK$19,413,000, an increase from HK$15,546,000 in the same period of 2022, representing a growth of 24%[39] - For the nine months ended September 30, 2023, revenue from external customers reached HK$61,939,000, compared to HK$51,610,000 in 2022, marking a 20% increase[39] - Revenue from the manufacturing and trading of threads decreased to approximately HK$17.7 million for the nine months ended 30 September 2023, down 53.6% from HK$38.2 million in the same period of 2022[85] - Revenue from interior design and decoration increased to approximately HK$13.0 million for the nine months ended September 30, 2023, representing a 19.4% increase from HK$10.9 million in the same period of 2022[88] - Revenue from equine services surged to approximately HK$31.2 million for the nine months ended September 30, 2023, a significant increase of approximately HK$28.7 million compared to HK$2.5 million in the same period of 2022[89] Business Operations and Segments - The company’s subsidiaries are engaged in the manufacture and sale of sewing threads and garment accessories, as well as providing various services including interior design and asset management[16] - The Group has four reportable segments: manufacture and selling of threads, interior design and decoration, equine services, and advisory on securities and corporate finance[32] - The Group's interior design segment provides services related to interior design, fitting out, and decoration[32] - The equine services segment includes trading of bloodstocks and stallion services, indicating a diversified business model[32] - The Group anticipates growth in its interior design and decoration services due to increasing demand in Hong Kong and the Greater Bay Area[65] - The Group's key products include 100% polyester threads and various types of sewing threads, with production facilities located in Guangzhou[67] Corporate Governance and Compliance - The Company has adopted the corporate governance code and is committed to regular reviews to meet shareholder expectations[175] - The Board believes strong corporate governance practices are essential for safeguarding shareholder interests[174] - The Audit Committee is responsible for reviewing financial information and monitoring the Company's financial reporting system[190] - The Company has complied with the applicable disclosure requirements under Chapter 20 of the GEM Listing Rules for connected transactions[188] - The Group has not yet applied new HKFRSs that have been issued but are not yet effective, and is assessing their potential impact on operations and financial position[26] Shareholder Information - As of September 30, 2023, Mr. Wong Kwok Wai, Albert holds a long position of 120,000,000 shares, representing 29.33% of the company's issued share capital[156] - Mr. Leung King Yue, Alex holds a beneficial interest of 10,100,000 shares, accounting for 2.47% of the company's issued share capital[156] - Mr. Ma Pok Man Josiah has a beneficial interest of 8,800,000 shares, which is 2.15% of the company's issued share capital[156] - The company has share options outstanding totaling 15,591,418 shares as of September 30, 2023[158] - The company confirms compliance with GEM Listing Rules regarding related party transactions, with no other transactions reported for the nine months ended September 30, 2023[192] Market and Industry Insights - The breeding and racing industry in Australia has shown resilience against the macroeconomic environment, with record participation levels due to increased prize money in New South Wales and Victoria[77] - The Hong Kong trade market has proven lucrative, with significant growth opportunities identified due to the success of the Harbour Racing brand and the international spotlight on Australian racing[148] - The international participation in Australian racing events, particularly the Melbourne Cup, is at an all-time high, enhancing the global reputation of Australian gallopers[148] - The successful integration of the betting industry with global pools is enhancing interest in Australian racing and breeding[151] - The Australian horse breeding and racing industry has shown resilience despite tightening monetary policies, with significant increases in prize money in New South Wales and Victoria, leading to record participation numbers[152]