Core Viewpoint - Rongfeng Group Asia (08526) anticipates a net loss of approximately HKD 2 million to HKD 3 million for the six months ending June 30, 2025, compared to a net profit of approximately HKD 2.3 million for the same period in 2024 [1] Summary by Relevant Categories - **Financial Performance** - The expected loss is primarily attributed to an economic downturn leading to project delays, resulting in a revenue decrease of approximately HKD 11.6 million [1] - The delays in multiple projects have also caused cost overruns, significantly reducing the expected gross profit margin for the company [1]

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 榮豐集團亞洲有限公司 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 08526 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | 25,000,000,000 | HKD | | 0.04 | HKD | | 1,000,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | 0 | | 本月底結存 | | 25,000,000,000 | HKD | | 0.04 | HKD | | 1,000,000,000 | 本月底法定/註冊股本總額： HK ...

Financial Performance - The total revenue of the Group increased by approximately HK$62.2 million or 54.3% from approximately HK$114.6 million for the year ended December 31, 2023, to approximately HK$176.8 million for the Relevant Period[20]. - Gross profit of the Group increased by approximately HK$15.8 million from approximately HK$3.1 million for the year ended December 31, 2023, to approximately HK$18.9 million for the Relevant Period[20]. - The Group recorded a profit of approximately HK$1.1 million for the Relevant Period, a turnaround from a loss of approximately HK$35.9 million in the corresponding period in 2023[31]. - Revenue increased by approximately HK$62.2 million, from approximately HK$114.6 million for the year ended 31 December 2023 to approximately HK$176.8 million for the Relevant Period, representing an increase of approximately 54.3%[35]. - The cost of sales increased from approximately HK$111.5 million for the year ended 31 December 2023 to approximately HK$157.9 million for the Relevant Period, representing an increase of approximately 41.6%[36]. - Gross profit increased by approximately HK$15.8 million from approximately HK$3.1 million for the year ended 31 December 2023 to approximately HK$18.9 million for the Relevant Period, with the gross profit margin increasing from approximately 2.7% to approximately 10.7%[41]. - The contribution of existing projects in Kai Tak to total revenue increased from approximately 17.1% to about 78.4%[45]. Market Conditions - The Group faced intensified competition in the construction industry due to a lack of large construction projects, heightened financial costs, and a chronic shortage of skilled labor[18]. - The overall market sentiment remained weak during the Relevant Period despite modest growth in local and global economies[18]. - The Group's strategic challenges were exacerbated by rising inflation and prolonged geopolitical uncertainties[18]. - The overall market sentiment remained weak, with intensified competition in the construction industry due to a lack of large construction projects and rising financial costs[30]. Projects and Opportunities - A new project was awarded to the Group with an initial contract sum exceeding HK$383 million in March 2024, marking the largest contract the Group has ever been awarded in Hong Kong[19]. - The Group will continue to monitor ongoing projects and identify suitable tender opportunities to maximize profits and returns to shareholders[19]. - The Group will continue to explore cooperation with new customers and derive new revenue streams while optimizing resource utilization and efficiencies[34]. - The Group will regularly monitor the progress of ongoing projects and identify suitable tender opportunities to maximize profits and returns to shareholders[31]. Administrative and Financial Management - The Group's administrative expenses remained relatively stable at approximately HK$18.3 million during the Relevant Period[42]. - The Group recorded an income tax expense of approximately HK$2.1 million for the Relevant Period, compared to an income tax credit of approximately HK$4.4 million for the year ended 31 December 2023[43]. - Total assets as of December 31, 2024, were approximately HK$126.1 million, down from approximately HK$130.8 million in 2023[49]. - Total interest-bearing borrowings decreased from approximately HK$27.3 million as of December 31, 2023, to approximately HK$25.2 million as of December 31, 2024[50]. - Current ratio improved from 1.8 times to approximately 2.0 times during the same period[50]. - Gearing ratio decreased from approximately 43.2% to about 38.0% due to reduced borrowings and increased retained earnings[52]. - Administrative expenses remained stable at approximately HK$18.3 million compared to HK$18.4 million in 2023[46]. - Income tax expense for the relevant period was approximately HK$2.1 million, while a tax credit of about HK$4.4 million was recorded for the year ended December 31, 2023[47]. Corporate Governance - The Group's corporate governance practices comply with the Corporate Governance Code, ensuring proper regulation of business activities[92]. - The Board believes that separating the roles of chairman and CEO is important for effective management, but Mr. Chung currently holds both positions for the Group's best interest[93]. - The Group emphasizes the importance of corporate governance for long-term success and has adopted the principles outlined in the GEM Listing Rules[94]. - The Board is responsible for overall management and strategic direction, with management delegated authority for day-to-day operations[103]. - The Company has appointed three independent non-executive Directors, representing at least one-third of the Board, ensuring compliance with GEM Listing Rules[108]. - The Board believes that the diverse backgrounds of independent non-executive Directors enhance accountability and independent decision-making[109]. - The Group is committed to high standards of business ethics and corporate governance, with explicit standards set for all employees[96]. - The Company aims to maintain at least the current level of female representation on the Board[122]. - The Board Diversity Policy was amended in March 2024, focusing on achieving diversity in skills, experience, and perspectives[123]. - The Audit Committee is composed entirely of INEDs, exceeding the independence requirements under the Listing Rules[114]. - The Company has established effective mechanisms to support an independent Board and ensure independent views are available[113]. - The Board's composition reflects diversity in education, professional background, gender, age, culture, and industry experience[119]. - The Company will continue to maintain gender diversity in its workforce and has initiatives in place to improve this aspect[126]. Risk Management - The Group has established risk management policies to identify major risks associated with its business and industry[184]. - An external independent consultant reviewed the Group's internal control systems, and no material deficiencies were identified[185]. - The Audit Committee conducted a review of the effectiveness of the risk management and internal control system during the Relevant Period[186]. - The Group implemented necessary internal control measures based on recommendations from the external consultant, confirming their satisfactory implementation[187]. - The Group considers its risk management and internal control systems effective and adequate[188]. - The Board and senior management are responsible for preparing and measuring risk mitigation plans and reporting on risk management status[184]. - The Group's internal control guidance covers operations related to subcontracting, purchasing, expenditure, and human resources[185]. - The Group adopted an Anti-Corruption Policy in August 2022 to mitigate bribery and corruption risks[192]. - No incidents of fraud or misconduct with a material effect on the Group's financial statements were reported during the Relevant Period[195]. Shareholder Returns - The Company has a Dividend Policy aimed at providing stable and sustainable returns to shareholders[198]. - The Board considers various factors, including earnings performance and cash flows, when proposing dividends, with no assurance of specific amounts being declared[199]. Board Meetings and Committees - The Board has held four meetings during the Relevant Period to approve interim and annual financial results and review business strategies[129]. - The Company has established three board committees: Audit Committee, Remuneration Committee, and Nomination Committee, to oversee specific aspects of the Group's affairs[146]. - The Audit Committee held two meetings during the Relevant Period to review annual and interim financial results, internal control, and risk management[151]. - The Remuneration Committee reviewed the remuneration structure of Directors during one meeting in the Relevant Period[158]. - The Nomination Committee is responsible for reviewing the Board's structure and composition annually and assessing the independence of independent non-executive Directors[168]. - The Company Secretary undertook more than 15 hours of professional training to update skills and knowledge as required by the GEM Listing Rules[176]. - The Directors acknowledge their responsibility for preparing financial statements that provide a true and fair view of the Group's state of affairs[177].

Financial Performance - The company's revenue for the year ended December 31, 2024, was HKD 176,764,000, representing a 54.3% increase from HKD 114,570,000 in the previous year[5] - Gross profit for the same period was HKD 18,883,000, compared to HKD 3,062,000 in the prior year, indicating a significant improvement[5] - The operating profit for the year was HKD 4,565,000, a turnaround from an operating loss of HKD 38,456,000 in the previous year[5] - The net profit for the year was HKD 1,073,000, recovering from a net loss of HKD 35,905,000 in the previous year[5] - Basic earnings per share for the year was HKD 0.66, recovering from a loss per share of HKD 22.13 in the previous year[5] - The company reported a net profit of HKD 1,073,000 for 2024, a recovery from a loss of HKD 35,905,000 in 2023[38] - Basic earnings per share improved to HKD 0.66 in 2024 from a loss of HKD 22.13 in 2023[38] - Revenue increased by approximately 54.3% to about HKD 176.8 million, up from approximately HKD 114.6 million, driven by new projects and increased engineering amounts from existing projects[65] Assets and Liabilities - The company's total assets as of December 31, 2024, were HKD 126,118,000, slightly down from HKD 130,799,000 in the previous year[6] - Total liabilities decreased to HKD 59,380,000 from HKD 65,136,000, reflecting improved financial health[6] - The company's equity increased to HKD 66,738,000 from HKD 65,663,000, indicating a positive trend in net worth[6] - The company’s total liabilities decreased to HKD 30,075,000 in 2024 from HKD 31,028,000 in 2023, showing a decline of 3.1%[54] - The total interest-bearing borrowings decreased from approximately HKD 27.3 million as of December 31, 2023, to approximately HKD 25.2 million as of December 31, 2024[72] Revenue Sources - The group's revenue from construction contracts for the year ended December 31, 2024, was HKD 176,764,000, compared to HKD 114,570,000 for the year ended December 31, 2023, representing a growth of approximately 54.3%[25] - Revenue from external customers in Hong Kong for the year ended December 31, 2024, was HKD 174,784,000, an increase from HKD 102,677,000 in 2023, reflecting a growth of approximately 70.1%[28] - Revenue from external customers in Macau for the year ended December 31, 2024, was HKD 1,980,000, down from HKD 11,893,000 in 2023, indicating a decline of approximately 83.4%[28] - Major customer A contributed HKD 141,929,000 to total revenue in 2024, a significant increase from HKD 20,723,000 in 2023[30] - Major customer B contributed HKD 21,185,000 to total revenue in 2024, down from HKD 80,463,000 in 2023, representing a decline of approximately 73.7%[30] Costs and Expenses - Material costs increased to HKD 61,812,000 in 2024 from HKD 46,601,000 in 2023, representing a 32.5% rise[31] - Subcontractor costs rose significantly to HKD 84,746,000 in 2024 compared to HKD 49,427,000 in 2023, marking a 71.5% increase[31] - The company’s sales costs increased by approximately 41.6% to about HKD 157.9 million, aligning with the revenue increase[66] - Administrative expenses remained relatively stable at approximately HKD 18.3 million, compared to HKD 18.4 million in the previous year[69] Cash Flow and Liquidity - The company reported net cash and cash equivalents of HKD 16,576,000, up from HKD 6,014,000 in the previous year, showing improved liquidity[6] - The company’s cash and cash equivalents, after deducting bank overdrafts, stood at HKD 9,728,000 in 2024, compared to a negative balance of HKD 3,961,000 in 2023[49] - Cash and cash equivalents increased significantly to HKD 16,576,000 in 2024 from HKD 6,014,000 in 2023[49] Tax and Impairment - The income tax expense for 2024 was HKD 2,081,000, compared to a tax credit of HKD 4,354,000 in 2023[33] - The provision for impairment losses on contract assets decreased to HKD 9,594,000 in 2024 from HKD 13,150,000 in 2023, a decline of 27.5%[41] - The provision for impairment losses on trade receivables decreased to HKD 2,178,000 in 2024 from HKD 2,328,000 in 2023, reflecting a recovery of HKD 151,000[47] Corporate Governance and Risks - The company has adopted and complied with the corporate governance code during the relevant period, except for the provision C.2.1[93] - The board believes that having the same individual serve as both Chairman and CEO is in the best interest of the company for effective management and business development[91] - The company faces several key risks, including potential adverse impacts from pandemics, reliance on major customers, and management turnover risks[95] - The company’s financial condition and performance may be affected by various risks and uncertainties related to its business operations[95] Employee and Operational Information - The group employed a total of 206 employees as of December 31, 2024, an increase from 165 employees in 2023, mainly due to additional workers nominated by subcontractors for a project[85] - Employee costs, including directors' remuneration, were approximately HKD 21.2 million for the period, compared to HKD 22.7 million in 2023[85] Future Outlook and Plans - The company plans to continue exploring new customer collaborations and revenue sources while optimizing resource utilization and improving efficiency[63] - The expected construction contract revenue to be recognized within one year is HKD 158,409,000 for 2024, slightly up from HKD 157,492,000 in 2023[27] - The expected construction contract revenue to be recognized beyond one year is HKD 401,871,000 for 2024, significantly up from HKD 54,289,000 in 2023[27] Shareholder Information - The annual general meeting for the fiscal year 2024 is scheduled to be held on May 20, 2025[101] - The company will suspend share registration from May 14, 2025, to May 20, 2025, to determine shareholder attendance for the annual general meeting[102] - All share transfer documents must be submitted by May 13, 2025, at 4:30 PM to qualify for voting at the annual general meeting[102]

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 78,296,000, representing an increase of 11.5% compared to HKD 70,069,000 for the same period in 2023[2] - Gross profit for the same period was HKD 12,998,000, up 62.2% from HKD 8,029,000 year-on-year[2] - Operating profit for the period was HKD 4,358,000, compared to a loss of HKD 200,000 in the previous year[2] - Net profit for the six months was HKD 2,315,000, a significant recovery from a loss of HKD 1,311,000 in the same period last year[2] - The company reported a basic and diluted earnings per share of HKD 1.43, compared to a loss per share of HKD 0.81 in the previous year[2] - The company reported a profit of approximately HKD 2.3 million for the period, compared to a loss of about HKD 1.3 million in the same period last year[41] Assets and Liabilities - Total assets as of June 30, 2024, were HKD 123,906,000, down from HKD 130,799,000 at the end of 2023[3] - Total liabilities decreased to HKD 55,930,000 from HKD 65,136,000, indicating improved financial stability[3] - The company's equity increased to HKD 67,976,000 from HKD 65,663,000, reflecting a positive trend in shareholder value[5] - Trade receivables, net of impairment losses, amounted to 30,331 thousand HKD as of June 30, 2024, a decrease from 32,092 thousand HKD as of December 31, 2023[23] - Bank borrowings decreased to 21,851 thousand HKD as of June 30, 2024, from 27,335 thousand HKD as of December 31, 2023[29] - The total interest-bearing borrowings decreased from approximately HKD 27.3 million as of December 31, 2023, to approximately HKD 21.9 million as of June 30, 2024[42] - The current ratio improved from 1.8 times as of December 31, 2023, to approximately 2.0 times as of June 30, 2024[42] - The capital to debt ratio decreased from approximately 43.2% as of December 31, 2023, to approximately 33.1% as of June 30, 2024, primarily due to a reduction in interest-bearing borrowings and an increase in retained earnings[42] Cash Flow - Cash flow from operating activities was HKD 676,000, a turnaround from a cash outflow of HKD 2,561,000 in the previous year[6] - Cash and cash equivalents at the end of the reporting period were HKD (5,163,000), compared to HKD (1,745,000) at the end of the previous year[6] - Cash and cash equivalents were reported at 2,780 thousand HKD as of June 30, 2024, down from 6,014 thousand HKD as of December 31, 2023[26] Revenue Sources - Revenue from Hong Kong was HKD 77,020,000, up from HKD 56,985,000, representing a growth of 35.3% year-over-year[13] - Major customer A contributed HKD 61,543,000, accounting for over 10% of total revenue, while major customer B contributed HKD 14,221,000[14] - The company experienced a decrease in revenue due to the completion of certain projects, which resulted in a reduction of approximately HKD 6.8 million[36] Costs and Expenses - Material costs increased to HKD 26,518,000 from HKD 24,649,000, reflecting a rise of 7.6%[15] - Subcontractor costs rose to HKD 33,102,000 from HKD 29,664,000, an increase of 11.6%[15] - Total tax expense for the period was HKD 1,266,000, compared to HKD 121,000 in the previous year, indicating a significant increase[17] - Administrative expenses remained stable at approximately HKD 8.4 million, compared to HKD 8.3 million for the same period last year[39] - Employee costs, including director remuneration, were approximately HKD 8.9 million for the period, compared to HKD 10.3 million for the six months ended June 30, 2023[51] Corporate Governance - The audit committee, composed of three independent non-executive directors, has reviewed the unaudited condensed consolidated results and confirmed compliance with applicable accounting standards[67] - The company emphasizes the importance of good corporate governance for long-term success and value creation for shareholders[63] - The company has adopted a code of conduct for securities trading by directors, ensuring compliance with GEM listing rules[62] - The company has maintained good corporate governance standards and procedures throughout the relevant period[64] Risks and Challenges - The group faces significant risks including potential adverse impacts from any pandemic outbreak, which could lead to project suspensions and increased material costs[68] - The group's revenue heavily relies on major clients, exposing it to credit and liquidity risks that may affect cash flow and financial condition[69] - The group's operations depend on successful bidding, and failure to secure contracts could negatively impact revenue continuity and financial performance[68] - Cost overruns and delays from suppliers and subcontractors could adversely affect the group's operations and financial results[68] - The departure of key management team members without timely replacements could significantly harm the group's business operations and profitability[69] Future Outlook - The company plans to explore new revenue sources and optimize resource utilization to maximize shareholder returns in the future[35] - The company aims to remain vigilant and continuously review its business and bidding strategies to enhance operational efficiency and financial performance[35]

Financial Performance - For the six months ended June 30, 2024, the company reported revenue of HKD 78,296,000, an increase of 11.5% compared to HKD 70,069,000 for the same period in 2023[4] - Gross profit for the same period was HKD 12,998,000, up 62.2% from HKD 8,029,000 year-on-year[4] - The company achieved a net profit of HKD 2,315,000, compared to a net loss of HKD 1,311,000 in the previous year[4] - Basic and diluted earnings per share for the period were HKD 1.43, compared to a loss of HKD 0.81 per share in the previous year[4] - The overall comprehensive income for the period was HKD 2,315,000, compared to a comprehensive loss of HKD (1,311,000) in the previous year[9] - Revenue from construction contracts for the six months ended June 30, 2024, was HKD 78,296,000, up from HKD 70,069,000 in the same period of 2023, representing an increase of approximately 11.5%[14] - Revenue from Hong Kong customers was HKD 77,020,000, compared to HKD 56,985,000 in the previous year, indicating a growth of approximately 35.3%[15] - Major customer A contributed HKD 61,543,000 to total revenue, while customer B contributed HKD 14,221,000, down from HKD 54,445,000 in the previous year[16] - Basic earnings per share improved to HKD 1.43 from HKD 0.81, reflecting a growth of 76.57%[24] - The company reported a net profit attributable to shareholders of HKD 2,315,000 for the six months ended June 30, 2024, compared to a loss of HKD 1,311,000 in the same period last year[21] Assets and Liabilities - Total assets as of June 30, 2024, were HKD 123,906,000, a decrease from HKD 130,799,000 at the end of 2023[5] - Total liabilities decreased to HKD 55,930,000 from HKD 65,136,000 in the previous year[5] - The company's net asset value increased to HKD 67,976,000 from HKD 65,663,000 year-on-year[7] - The company reported a decrease in bank borrowings to HKD 21,851,000 from HKD 27,335,000 year-on-year[5] - The total cash and cash equivalents at the end of the reporting period decreased to HKD (5,163,000) from HKD (1,745,000) in the prior year[8] - Cash and cash equivalents decreased to HKD 2,780,000 from HKD 6,014,000, a decline of 53.76%[28] - The company's interest-bearing debt decreased from approximately HKD 27.3 million to HKD 21.9 million during the reporting period[44] - The capital debt ratio decreased from approximately 43.2% to 33.1%, primarily due to reduced interest-bearing debt and increased retained earnings[44] Cash Flow - The net cash generated from operating activities for the six months ended June 30, 2024, was HKD 676,000, compared to a net cash used of HKD (2,561,000) in the same period of 2023[8] - The net cash generated from investing activities increased to HKD 1,992,000 from HKD (85,000) year-on-year[8] - The net cash used in financing activities was HKD (3,869,000), a significant increase from HKD (1,588,000) in the previous year[8] Expenses - Administrative expenses for the period were HKD 8,423,000, slightly up from HKD 8,338,000 in the previous year[4] - Total income tax expense increased to HKD 1,266,000 from HKD 121,000, a significant rise of 950.41%[19] - Employee costs, including director remuneration, amounted to approximately HKD 8.9 million for the period, compared to HKD 10.3 million for the six months ended June 30, 2023[53] Corporate Governance and Management - The company has adopted a code of conduct for securities trading by directors, ensuring compliance with GEM Listing Rules, with no known violations during the relevant period[64] - The board emphasizes the importance of good corporate governance for long-term success and is committed to maintaining high standards and transparency to protect stakeholders' interests[65] - The audit committee, composed of three independent non-executive directors, has reviewed the unaudited consolidated results, confirming compliance with applicable accounting standards and GEM Listing Rules[69] - The chairman and CEO roles are currently held by the same individual, which the board believes is in the best interest of the company for effective management and business development[66] Risks and Future Plans - Major risks identified include potential adverse impacts from pandemics, reliance on major customers, and the risk of cost overruns affecting financial performance[70] - The company’s operations depend on successful bidding, and failure to secure contracts may adversely affect revenue continuity and financial performance[70] - The company plans to continue exploring market expansion opportunities and new product development strategies[4] - The company plans to explore new revenue sources and optimize resource utilization to maximize shareholder returns in the future[43] Other Information - The company does not recommend any dividend payment for the six months ended June 30, 2024, consistent with the previous year[22] - There are no significant contingent liabilities disclosed as of June 30, 2024, apart from those noted in the unaudited condensed consolidated financial statements[50] - The group has not engaged in any purchases, sales, or redemptions of its listed securities during the relevant period[63] - There have been no significant events occurring after June 30, 2024, up to the date of this report[56] - The group has not entered into any derivative agreements or incurred any financial instruments to hedge foreign exchange risks, which are considered minimal[51] - The company has established a risk management process to monitor the effectiveness of internal controls[68]

Financial Performance - Revenue for the year ended December 31, 2023, was HK$114,570,000, a decrease of 37.7% from HK$184,020,000 in 2022[29]. - Gross profit for 2023 was HK$3,062, compared to HK$486 in 2022, indicating a significant improvement despite lower revenue[30]. - Operating loss increased to HK$38,456,000 in 2023 from HK$11,985,000 in 2022, reflecting ongoing challenges in the business[30]. - Loss for the year was HK$35,905,000, compared to a loss of HK$11,199,000 in the previous year, highlighting a worsening financial position[30]. - Administrative expenses rose to HK$18,364,000 in 2023, up from HK$17,903,000 in 2022, indicating increased operational costs[30]. - The company reported a provision for impairment losses on trade receivables and contract assets of HK$12,224,000 in 2023, compared to HK$220 in 2022, suggesting increased credit risk[30]. - Other income, net, was HK$277,000 in 2023, down from HK$5,652,000 in 2022, indicating a decline in ancillary revenue sources[30]. - The company is facing significant challenges in maintaining profitability, as evidenced by the substantial increase in losses year-over-year[30]. - The Group recorded a net loss of approximately HK$35.9 million for the year, compared to a net loss of approximately HK$11.2 million in 2022, primarily due to fewer revenue-generating projects and a lack of COVID-19 relief funds[84]. - The absence of non-recurring COVID-19 relief and subsidies of approximately HK$5.6 million contributed to the increased net loss[122]. Impairment and Credit Risk - Impairment loss on trade receivables increased from HK$2,203,000 in 2022 to HK$2,328,000 in 2023, reflecting a rise of approximately 5.7%[3]. - The impairment loss recognized for trade receivables included HK$126,000 in 2023, compared to HK$205,000 in 2022, indicating a decrease of about 38.5%[3]. - The total impairment loss recognized for trade receivables at the beginning of the year was HK$2,203,000, with an exchange difference adjustment of HK$1,000[3]. - The Group's ongoing business relationships with customers were evaluated to support the ECL assessment, highlighting the importance of customer creditworthiness[15]. - The impairment assessment of trade receivables and contract assets was identified as a key audit matter due to the significant amounts involved and the management's use of judgment in the ECL assessment[15]. - Impairment losses on trade receivables and contract assets totaled approximately HK$12.2 million, primarily due to expected credit losses on projects in Macau and Hong Kong[92][94]. Assets and Liabilities - Total assets decreased from approximately HK$186.2 million in 2022 to approximately HK$130.8 million in 2023[102]. - Total liabilities decreased from approximately HK$84.6 million in 2022 to approximately HK$65.1 million in 2023[102]. - Net assets decreased from approximately HK$101.6 million in 2022 to approximately HK$65.7 million in 2023[105]. - Total equity decreased from approximately HK$101.6 million in 2022 to approximately HK$65.7 million in 2023, with reserves dropping from approximately HK$95.1 million to approximately HK$59.2 million[105]. - The Group's cash and cash equivalents decreased from approximately HK$12.0 million in 2022 to approximately HK$6.0 million in 2023[102]. Operational Challenges - The Group's performance was affected by challenges such as labor shortages, high material and labor costs, and intense competition in the bidding process[83]. - The Group's revenue decrease was also attributed to a reduction of approximately HK$46.3 million from the completion of certain projects during the relevant period[89]. - The Group's revenue decline included a decrease of approximately HK$58.6 million due to reduced work under existing projects compared to 2022[89]. - The Group anticipates that the financial results for the year ending December 31, 2024, may be impacted by the prevailing macroeconomic landscape and challenges in the construction sector[85]. Corporate Governance - The Company has complied with the applicable code provisions of the Corporate Governance Code except for code C.2.1 during the Relevant Period[49]. - The Company has a structured board with various committees including Audit, Remuneration, and Nomination Committees[43]. - The Board comprises five Directors, including two executive Directors and three independent non-executive Directors as of December 31, 2023[197]. - The Company has mechanisms in place for independent non-executive Directors to express their views openly and confidentially when necessary[199]. - The independence of each independent non-executive Director is assessed upon appointment and annually, maintaining effective corporate governance[199]. Employee and Workforce Management - As of December 31, 2023, the Group had a total of 127 employees who received safety training, emphasizing the importance of construction management and safety[60]. - The Group aims to maintain an employee turnover rate of approximately 3% to promote skill and experience accumulation[55]. - The Group employed a total of 165 employees, a decrease from 230 employees as of December 31, 2022, primarily due to the completion of certain large projects[147]. - The staff costs, including Directors' emoluments, were approximately HK$22.7 million for the Relevant Period, down from approximately HK$27.2 million in 2022[147]. Future Strategies - Future strategies may need to focus on cost management and revenue diversification to improve financial stability[30]. - The Group remains committed to enhancing its financial performance by optimizing tendering strategies and seeking new investment opportunities[85]. Compliance and Reporting - The consolidated financial statements for the Relevant Period have been audited by Mazars, who will offer themselves for re-appointment at the forthcoming AGM[48]. - The Group's financial position as of December 31, 2023, was reported to be in accordance with Hong Kong Financial Reporting Standards[66]. - The Group's consolidated financial statements are presented in HK$, which is the functional and presentation currency[174]. Risk Management - The management identified principal risks including potential pandemics affecting operations, reliance on successful tenders, and cost overruns impacting profitability[135]. - The Group's reliance on major customers exposes it to credit and liquidity risks, which may impact cash flow and financial conditions[135].

Financial Performance - For the year ended December 31, 2023, the company reported total revenue of HKD 114,570,000, a decrease of 37.7% compared to HKD 184,020,000 in 2022[5] - The gross profit for the same period was HKD 3,062,000, significantly up from HKD 486,000 in the previous year, indicating a substantial improvement in gross margin[5] - The company incurred an operating loss of HKD 38,456,000, compared to a loss of HKD 11,985,000 in 2022, reflecting increased operational challenges[5] - The net loss for the year was HKD 35,905,000, worsening from a loss of HKD 11,199,000 in the prior year, highlighting ongoing financial difficulties[5] - The company reported a basic and diluted loss per share of HKD 22.13, compared to HKD 6.90 in the previous year, reflecting increased losses per share[5] - The company recorded a loss of approximately HKD 35.9 million for the period, compared to a loss of approximately HKD 11.2 million in the same period last year, marking a significant increase in net loss[66] - Revenue decreased by approximately 37.7%, from about HKD 184.0 million to approximately HKD 114.6 million, primarily due to a reduction in the number of revenue-generating projects[69] Assets and Liabilities - Total assets decreased to HKD 130,799,000 from HKD 186,244,000, representing a decline of 29.7% year-over-year[6] - Total liabilities also decreased to HKD 65,136,000 from HKD 84,618,000, a reduction of 23.1% compared to the previous year[6] - The company's equity fell to HKD 65,663,000 from HKD 101,626,000, indicating a decline of 35.4% in shareholder equity[6] - The company's contract assets decreased from HKD 123,288,000 in 2022 to HKD 81,963,000 in 2023, reflecting a decline of approximately 33.5%[39] - The total amount of contract assets expected to be recovered after 12 months increased from HKD 18,973,000 in 2022 to HKD 20,100,000 in 2023, an increase of approximately 5.9%[40] - The company’s total receivables, including other receivables and deposits, decreased from HKD 35,666,000 in 2022 to HKD 34,428,000 in 2023, a decline of about 3.5%[43] Expenses and Costs - Material costs for the year ended December 31, 2023, were HKD 46,601,000, a decrease of 37.6% from HKD 74,717,000 in 2022[31] - The total expenses for the year ended December 31, 2023, were HKD 153,303,000, down 24.0% from HKD 201,657,000 in 2022[31] - Administrative expenses increased by approximately HKD 0.5 million or about 2.8% to approximately HKD 18.4 million, primarily due to increased employee benefits[76] - The company experienced a decrease in sales costs from approximately HKD 183.5 million to about HKD 111.5 million, a reduction of approximately 39.2%[70] Tax and Credit - The income tax credit recognized in the consolidated statement of comprehensive income for the year ended December 31, 2023, was HKD (4,354,000), compared to HKD (2,616,000) in 2022[32] - The company recognized a tax credit of HKD 4,354,000 for the year ended December 31, 2023, compared to HKD 2,616,000 in 2022, reflecting an increase of approximately 66.3%[34] - The income tax credit rose by approximately HKD 1.8 million or about 69.2% to approximately HKD 4.4 million, mainly due to an increase in pre-tax losses[77] Operational Focus and Strategy - The company has been focusing on providing mechanical ventilation and air conditioning systems, which remains its core business area[8] - The company plans to enhance its bidding strategy and seek new investment opportunities to improve financial performance amid a challenging business environment[67] - The company has secured a new project with a preliminary contract amount exceeding HKD 182 million, marking the highest contract amount awarded in Hong Kong[66] Employee and Corporate Governance - The number of employees decreased to 165 from 230, primarily due to the completion of several large projects[92] - Employee costs, including director remuneration, were approximately HKD 22.7 million, down from approximately HKD 27.2 million in 2022[92] - The company has adopted and complied with the corporate governance code during the relevant period, except for the separation of the roles of Chairman and CEO[98] Shareholder Information - The company did not declare or pay any dividends for the year ended December 31, 2023, consistent with 2022[35] - The company does not recommend the distribution of a final dividend for the years ended December 31, 2023, and December 31, 2022[104] - The annual general meeting for the fiscal year 2023 is scheduled to be held on June 6, 2024[108] - The company will suspend share transfer registration from May 31, 2024, to June 6, 2024, to determine shareholder eligibility for the annual general meeting[109] Market Conditions - The company noted that the overall market atmosphere remains weak due to geopolitical tensions, rising interest rates, and inflationary pressures[65] - The company anticipates that its financial performance for the year ending December 31, 2024, may be affected by the current macroeconomic situation[67]

Financial Performance - For the nine months ended September 30, 2023, the group's revenue was HKD 92,978,000, a decrease of 32.0% compared to HKD 136,777,000 for the same period in 2022[2] - The gross profit for the nine months ended September 30, 2023, was HKD 9,336,000, representing an increase of 208.5% from HKD 3,034,000 in the previous year[2] - The operating loss for the nine months ended September 30, 2023, was HKD 2,958,000, a slight improvement from a loss of HKD 3,577,000 in the same period of 2022[2] - The net loss for the nine months ended September 30, 2023, was HKD 4,393,000, compared to a net loss of HKD 3,612,000 for the same period in 2022[2] - The basic and diluted loss per share for the nine months ended September 30, 2023, was HKD 2.71, compared to HKD 2.23 for the same period in 2022[2] - The company reported a net loss of approximately HKD 4.4 million for the nine months ended September 30, 2023, compared to a loss of HKD 3.6 million for the same period in 2022, representing an increase in loss of about 22.2%[18] - Revenue decreased by approximately HKD 43.8 million, from about HKD 136.8 million for the nine months ended September 30, 2022, to about HKD 93.0 million for the same period in 2023, a decline of approximately 32.0%[20] - The loss for the period increased by approximately HKD 0.8 million to about HKD 4.4 million compared to a loss of approximately HKD 3.6 million for the nine months ended September 30, 2022[25] Cost Management - The company experienced a decrease in material costs from HKD 53.7 million in the nine months ended September 30, 2022, to HKD 33.5 million in 2023, a reduction of approximately 37.5%[4] - Subcontractor costs also decreased from HKD 66.6 million in the nine months ended September 30, 2022, to HKD 39.0 million in 2023, representing a decline of about 41.7%[4] - Administrative expenses remained relatively stable at approximately HKD 12.6 million for the nine months ended September 30, 2023, compared to HKD 12.2 million for the same period in 2022[23] Equity and Financial Position - As of September 30, 2023, the total equity of the group was HKD 97,176,000, down from HKD 109,461,000 as of September 30, 2022[3] - The group recorded an income tax expense of approximately HKD 8,000 for the relevant period, while a tax credit of about HKD 1.3 million was recorded for the nine months ended September 30, 2022[24] Business Operations - The group provides mechanical ventilation and air conditioning systems supply, installation, and renovation services primarily to external customers in Hong Kong and Macau[10] - The company was incorporated in the Cayman Islands and is primarily engaged in investment holding and providing mechanical ventilation and air conditioning services[4] - The company recorded an increase in revenue from new projects by approximately HKD 8.0 million, particularly from a new project in Kai Tak, contributing about HKD 7.8 million to revenue[20] Market Challenges - The company faced challenges due to geopolitical tensions, high inflation, and labor shortages, impacting project volume and contract values[18] - The group faces significant risks including potential impacts from pandemics like COVID-19, which could disrupt operations and financial performance[42] - The group's revenue heavily relies on major clients, exposing it to credit and liquidity risks that may affect cash flow and financial condition[45] Governance and Compliance - The company has not applied any new or revised Hong Kong Financial Reporting Standards that have been issued but are not yet effective[9] - The financial data for the third quarter has been reviewed by the company's audit committee but remains unaudited[6] - The company did not recommend any dividend payments for the relevant period, consistent with the previous year[15] - The board did not recommend any dividend payment for the relevant period, consistent with the previous nine months ended September 30, 2022, where no dividends were paid[27] - The company has adopted a code of conduct for securities trading by directors, ensuring compliance with GEM listing rules[35] - The board believes that the dual role of Mr. Zhong as both chairman and CEO is in the best interest of the group for effective management and business development[37] - The audit committee has been established in accordance with GEM listing rules, with responsibilities including reviewing financial statements and monitoring risk management procedures[40] - The audit committee is now composed of three independent non-executive directors, ensuring compliance with GEM listing rules[41] Shareholding Structure - Mr. Zhong holds 83,062,500 shares, representing 51.19% of the company, through Wing Fung Capital Limited, which he fully owns[29] - Wing Fung Capital Limited is identified as the beneficial owner of 83,062,500 shares, also representing 51.19% of the company[32] Future Outlook - The company aims to enhance financial performance by improving bidding strategies and seeking new investment opportunities despite ongoing market challenges[19] - As of September 30, 2023, the company had no significant events occurring after this date up to the report date[28]

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佈的內容概不 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佈全 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。 Wing Fung Group Asia Limited 榮 豐 集 團 亞 洲 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：8526） 截 至 二 零 二 三 年 九 月 三 十 日 止 九 個 月 第 三 季 度 業 績 公 佈 榮豐集團亞洲有限公司（「本公司」，連同其附屬公司統稱為「本集團」）董事（「董 事」）會（「董事會」）謹此公佈本集團截至二零二三年九月三十日止九個月之未經 審核季度業績。本公佈列載本公司二零二三年第三季度報告（「二零二三年第三 季度報告」）全文，並符合聯交所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的資料的相關規定。列載GEM上市規則規定資料的二零 二三年第三季度報告印刷本將於適當時候寄發予本公司股東。 承董事會命 榮豐集團亞洲有限公司 主席、行政總裁兼執行董事 鍾志強 ...