Cre8 Enterprise Ltd 20-F for FY2024
Cre8 Enterprise Ltd (CRE)
About this 20-F
Cre8 Enterprise Ltd filed this 20-F on May 19, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
OR
For the fiscal
year ended
OR
For the transition period from _________ to _____________.
OR
Date of event requiring this shell company report:
Commission file
number:
(Exact name of Registrant as Specified in its Charter)
(Jurisdiction of Incorporation or Organization)
Tel: +852 3693 2688
(Address of Principal Executive Offices)
Tel:
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange On Which Registered | ||
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Class A ordinary shares of no par value
(Title of Class)
The number of outstanding
shares of each of the issuer’s classes of capital or common stock as of December 31, 2024 was:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | Emerging growth company |
If an emerging
growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant
to Section 13(a) of the Exchange Act.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| ☒ | ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board | ☐ | Other |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s of assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firm that prepared or issued its audit report.
Yes ☐
If securities
are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐
If this is an annual
report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court:
Yes ☐ No ☐
EXPLANATORY NOTE
On March 31, 2025, the U.S. Securities and Exchange Commission (the “SEC”) declared effective the Registration Statement on Form F-1, as amended (Commission File No. 333-281629) (the “Registration Statement”) of Cre8 Enterprise Limited (the “Company”), a company incorporated under the laws of the British Virgin Islands.
Rule 15d-2 (“Rule 15d-2”) under the Securities Exchange Act of 1934, as amended, provides generally that if a company’s registration statement under the Securities Act of 1933, as amended, did not contain certified financial statements for the company’s last full fiscal year preceding the year in which the registration statement becomes effective, then the company must, within the later of 90 days after the effective date of the registration statement or four months following the end of the registrant’s latest full fiscal year, file a special financial report furnishing certified financial statements for the last full fiscal year, meeting the requirements of the form appropriate for annual reports of that company. Rule 15d-2 further provides that the special financial report is to be filed under cover of the facing sheet of the form appropriate for annual reports of the company.
The Registration Statement did not contain the certified financial statements of the Company for the last fiscal year ended December 31, 2024; therefore, as required by Rule 15d-2, the Company is hereby filing its certified financial statements for the fiscal year ended December 31, 2024 with the SEC under cover of the facing page of an annual report on Form 20-F.
CRE8 ENTERPRISE LIMITED
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| To: | The Board of Directors and Shareholders of Cre8 Enterprise Limited |
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Cre8 Enterprise Limited and its subsidiaries (collectively the “Company”) as of December 31, 2023 and 2024 and the related consolidated statements of (loss) income and comprehensive (loss) income, equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has an accumulated deficit and has a working capital deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on our consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Certified Public Accountants
PCAOB ID:
We have served as our auditor since 2023.
May 19, 2025
F-2
CRE8 ENTERPRISE LIMITED
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2023 AND 2024
(Amounts in HK$ and US$, except for number of shares and per share data, or otherwise noted)
| As of December 31, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Accounts receivable, net | ||||||||||||
| Prepayments and other current assets, net | ||||||||||||
| Tax recoverable | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Property and equipment, net | ||||||||||||
| Right-of-use assets, net | ||||||||||||
| Deferred tax assets, net | ||||||||||||
| Long-term rental and utility deposits, net | ||||||||||||
| Total non-current assets | ||||||||||||
| TOTAL ASSETS | ||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
| Current liabilities | ||||||||||||
| Bank borrowings | ||||||||||||
| Accounts payable | ||||||||||||
| Accounts payable – related party | ||||||||||||
| Contract liabilities | ||||||||||||
| Accruals and other payables | ||||||||||||
| Amount due to related parties | ||||||||||||
| Operating lease liabilities | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Operating lease liabilities – non-current | ||||||||||||
| Total non-current liabilities | ||||||||||||
| TOTAL LIABILITIES | ||||||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||
| Class A ordinary shares, par value per share, | ||||||||||||
| Class B ordinary shares, par value per share, | ||||||||||||
| Additional paid-in capital | ||||||||||||
| (Accumulated deficit) retained earnings | ( | ) | ||||||||||
| Accumulated other comprehensive losses | ( | ) | ( | ) | ( | ) | ||||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
| * | Giving retroactive effect to the issuance of ordinary shares and a share split at a ratio of 1-to-1,800 on August 13, 2024, which is detailed in Note 1. |
The accompanying notes are an integral part of these consolidated financial statements.
F-3
CRE8 ENTERPRISE LIMITED
CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME
FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 AND 2024
(Amounts in HK$ and US$, except for number of shares and per share data, or otherwise noted)
| For the years ended December 31, | ||||||||||||||||
| 2022 | 2023 | 2024 | 2024 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| REVENUE | ||||||||||||||||
| COST OF REVENUE | ||||||||||||||||
| – external | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| – related party | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total cost of revenue | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| GROSS PROFIT | ||||||||||||||||
| SELLING AND MARKETING EXPENSES | ||||||||||||||||
| Employee compensation and benefits | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Commission | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Others | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total selling and marketing expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | ||||||||||||||||
| Employee compensation and benefits | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Lease expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Building management fee, rent and rate | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Legal and professional fee | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for expected credit losses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total general and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| (LOSS) INCOME FROM OPERATIONS | ( | ) | ||||||||||||||
| OTHER INCOME, NET | ||||||||||||||||
| Bank interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Administrative service fee from related parties | ||||||||||||||||
| Government subsidies | ||||||||||||||||
| Other income (expenses) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other incomes, net | ||||||||||||||||
| (LOSS) INCOME BEFORE INCOME TAX EXPENSES | ( | ) | ||||||||||||||
| INCOME TAX CREDIT (EXPENSES) | ( | ) | ( | ) | ( | ) | ||||||||||
| NET (LOSS) INCOME | ( | ) | ||||||||||||||
| OTHER COMPREHENSIVE INCOME | ||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| TOTAL COMPREHENSIVE (LOSS) INCOME | ( | ) | ||||||||||||||
| Weighted average number of ordinary shares: | ||||||||||||||||
| Basic and diluted* | ||||||||||||||||
| (Loss) earnings per share – basic and diluted* | ( | ) | ||||||||||||||
| * | Giving retroactive effect to the issuance of ordinary shares and a share split at a ratio of 1-to-1,800 on August 13, 2024, which is detailed in Note 1. |
The accompanying notes are an integral part of these consolidated financial statements.
F-4
CRE8 ENTERPRISE LIMITED
CONSOLIDATED STATEMENTS OF EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 AND 2024
(Amounts in HK$ and US$, except for number of shares and per share data, or otherwise noted)
| Ordinary shares* | Retained | Accumulated other | Total | |||||||||||||||||||||||||||||||||
| Class A – no. of shares | Amount | Class B – no. of shares | Amount | Subscription receivable | Additional paid-in capital | earnings (accumulated deficit) | comprehensive income (losses) | shareholders’ equity (deficit) | ||||||||||||||||||||||||||||
| HK$ | HK$ | HK$ | HK$ | HK$ | HK$ | HK$ | ||||||||||||||||||||||||||||||
| BALANCE, January 1, 2022 | ( | ) | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| BALANCE, December 31, 2022 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Subscription received | — | — | ||||||||||||||||||||||||||||||||||
| BALANCE, December 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| BALANCE, December 31, 2024 | ( | ) | ||||||||||||||||||||||||||||||||||
| BALANCE, December 31, 2024 (US$) | ( | ) | ||||||||||||||||||||||||||||||||||
| * | Giving retroactive effect to the issuance of ordinary shares and a share split at a ratio of 1-to-1,800 on August 13, 2024, which is detailed in Note 1. |
The accompanying notes are an integral part of these consolidated financial statements.
F-5
CRE8 ENTERPRISE LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2022, 2023 AND 2024
(Amounts in HK$ and US$, except for number of shares and per share data, or otherwise noted)
| For the years ended December 31, | ||||||||||||||||
| 2022 | 2023 | 2024 | 2024 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Cash flows from operating activities | ||||||||||||||||
| Net (loss) income | ( | ) | ||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||||||||||
| Depreciation – property and equipment | ||||||||||||||||
| Provision for expected credit losses | ||||||||||||||||
| Reversal of unused annual leave | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision (reversal) for long service payment | ( | ) | ( | ) | ( | ) | ||||||||||
| Deferred tax (credit) expenses | ( | ) | ||||||||||||||
| Changes in operating assets and liabilities | ||||||||||||||||
| Accounts receivable | ( | ) | ( | ) | ||||||||||||
| Rental and utility deposits, prepayments and other current assets | ( | ) | ( | ) | ( | ) | ||||||||||
| Accounts payable | ( | ) | ( | ) | ( | ) | ||||||||||
| Contract liabilities | ||||||||||||||||
| Accruals and other payables | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Tax (payable) recoverable | ( | ) | ( | ) | ||||||||||||
| Net cash (used in) generated from operating activities | ( | ) | ||||||||||||||
| Cash flows from investing activities | ||||||||||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Cash flows from financing activities | ||||||||||||||||
| Proceed of bank loan | ||||||||||||||||
| Repayment of bank loan | ( | ) | ( | ) | ( | ) | ||||||||||
| Repayment from related parties | ||||||||||||||||
| Advance from related parties | ||||||||||||||||
| Advance to related parties | ( | ) | ||||||||||||||
| Repayment to related parties | ( | ) | ( | ) | ||||||||||||
| Deferred initial public offering (“IPO”) cost | ( | ) | ( | ) | ( | ) | ||||||||||
| Net cash (used in) provided by financing activities | ( | ) | ( | ) | ( | ) | ||||||||||
| Net change in cash and cash equivalent | ( | ) | ( | ) | ( | ) | ||||||||||
| Effect of changes in foreign exchange rate | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Cash and cash equivalent at the beginning of the year | ||||||||||||||||
| Cash and cash equivalent at the end of the year | ||||||||||||||||
| Supplementary cash flow information | ||||||||||||||||
| Interest received | ||||||||||||||||
| Interest paid | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax paid | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Supplementary schedule of non-cash investing activities | ||||||||||||||||
| Initial recognition of operating lease liabilities related to right-of-use-assets | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 1. | organization and principal activities |
Business
Cre8 Enterprise Limited (the “Company”)
is a limited liability company incorporated in British Virgin Islands (“BVI”) on
Organization and reorganization
For the purpose of the initial listing of shares of the Company, the companies comprising the Group underwent the group reorganization (“Group Reorganization”) as described below:
| (i) | Cre8 Hong Kong, the operating subsidiary with limited liability
under the laws of Hong Kong, was incorporated by Cre8 Investments Limited on September 16, 2006. Mr. Seng Jin Lee (“Mr. Lee”),
Mr. Kit Ying Sham (“Mr. Sham”, father-in-law of Mr. Lee) and Xian Hong Jordan Lee (“Mr. Jordan Lee”, son of Mr.
Lee) (together the “Ultimate Controlling Shareholders”), each of them holding |
| (ii) | On December 4, 2023, the Company was incorporated in the
BVI with limited liability and an authorized share capital of |
| (iii) | On December 6, 2023, Cre8 Incorporation Limited was incorporated
in the BVI with limited liability and an authorized share capital of |
| (iv) | On December 12, 2023, the Company became the holding company
of the group which involved the transfer of entire equity interest of Cre8 Hong Kong, which are wholly-owned by Cre8 Investments Limited,
in exchange for an allotment and issuance of |
F-7
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 1. | organization and principal activities (cont.) |
Upon the Group Reorganization and as at the date of this report, details of the subsidiary companies are as follows:
| Name | Background | Ownership | |||
| Cre8 Incorporation Limited | – | ||||
| – | Established on December 6, 2023 | Company | |||
| – | Registered capital of 50,000 ordinary shares with no par value each | ||||
| – | Investment holding | ||||
| Cre8 (Greater China) | – | by Cre8 | |||
| Limited (“Cre8 Hong Kong”) | – | Established on September 16, 2006 | Incorporation Limited | ||
| – | Registered capital of HK$5,000,000 | ||||
| – | provision of printing, media placement, translation and other printing related services in Hong Kong. | ||||
| Chuangbafang Enterprise | – | by | |||
| Management | – | Established on May 11, 2021 | Cre8 Hong Kong | ||
| (Shanghai) Company | – | Registered capital of RMB500,000 | |||
| Limited (“Chuangbafang”) | – | Provision of financial printing consultation services | |||
| 2. | Summary of Significant Accounting Policies |
Basis of presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the Securities and Exchange Commission.
Principles of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
Use of estimates and assumptions
The preparation of these consolidated financial statements requires the management of the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Identified below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the Company believes are the most critical to fully understanding and evaluating its consolidated financial statements.
Functional currency and foreign currency translation
The Company uses Hong Kong dollars (“HK$”) as its reporting currency. The functional currencies of the Company and Cre8 Incorporation Limited are United States dollar (“US$”), while Cre8 Hong Kong and Chuangbafang are HK$ and Renminbi (the “RMB”) respectively. The determination of the respective functional currency is based on the criteria of Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters.
F-8
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Summary of Significant Accounting Policies (cont.) |
Transactions denominated in currencies other than functional currency are translated into functional currency at the exchange rates quoted by authoritative banks prevailing at the dates of the transactions. Exchange gains and losses resulting from those foreign currency transactions denominated in a currency other than the functional currency are recorded as other income (expense), net in the consolidated statements of (loss) income and comprehensive (loss) income.
The consolidated financial statements of the Company are translated from the functional currency into HK$. Assets and liabilities are translated at the exchange rates on the balance sheet date. Equity accounts other than earnings generated in the current period are translated into HK$ using the appropriate historical rates. Revenues, expenses, gains and losses are translated into HK$ using the periodic average exchange rate for the year. Translation adjustments are reported as foreign currency translation adjustments and are shown as a component of other comprehensive (loss) income in the consolidated statements of (loss) income and comprehensive (loss) income.
Convenience translation
Translations of amounts in the consolidated balance
sheets, consolidated statement of (loss) income and comprehensive (loss) income and consolidated statement of cash flows from HK$ into
US$ as of and for the year ended December 31, 2024 are solely for the convenience of the reader and were calculated at the rate of
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand and deposit placed with banks, which are unrestricted as to withdrawal and use. The Company believes that it is not exposed to any significant credit risk on cash and cash equivalents. The Company believes that it is not exposed to any significant credit risk in cash and cash equivalents.
Account receivables, net
Account receivables are recorded at the net invoice amount less estimates for expected credit losses. Management regularly reviews outstanding accounts and provides a provision for credit loss accounts. The Company grants credit to customers, without collateral, under normal payment terms.
In establishing the required provision for expected credit loss accounts, management considers historical collection experience, aging of the receivables, the economic environment, industry trend analysis, and the credit history and financial conditions of the customers. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate and adjusts the allowance when necessary. Delinquent account balances are written off against the allowance for expected credit losses after all means of collection have been exhausted and the likelihood of collection is not probable.
Allowance for expected credit losses
Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires entities to use a current lifetime ECLs methodology to measure impairments of certain financial assets. Using this methodology will result in earlier recognition of losses than under the current incurred loss approach, which requires waiting to recognize a loss until it is probable of having been incurred. There are other provisions within the standard that affect how impairments of other financial assets may be recorded and presented, and that expand disclosures. The Company adopted the new standard effective January 1, 2021, the first day of the Company’s fiscal year and applied to contracts receivable and other financial instruments.
F-9
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Summary of Significant Accounting Policies (cont.) |
Prepayments and other current assets, net
Prepayments and other current assets, net primarily include prepaid operating expenses and others. Management regularly reviews the aging of receivables and changes in payment trends and records allowances when management believes collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made.
Deferred offering costs
The Company complies with the requirements of
the ASC 340-10-S99 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Pursuant
to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the
gross proceeds of the offering as a reduction of additional paid-in capital. Deferred offering costs consist of professional and registration
fees that are directly related to the Proposed Public Offering. Should the in-process equity financing be abandoned, the deferred offering
costs will be expensed immediately as a charge to operating expenses in the consolidated statements of (loss) income and comprehensive
(loss) income. As of December 31, 2023 and 2024, the Company has incurred deferred offering costs of HK$
Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation and any impairment losses. Major renewals, betterments, and improvements are capitalized to the asset accounts while replacements, maintenance, and repairs, which do not improve or extend the lives of the respective assets, are expensed to operations. At the time property and equipment are retired or otherwise disposed of, the asset and related accumulated depreciation or amortization accounts are relieved of the applicable amounts. Gains or losses from retirements or sales are credited or charged to operations.
The Company depreciates property and equipment using the straight-line method as follows:
| Office equipment | ||
| Computers | ||
| Furniture and fixture | ||
| Motor vehicle | ||
| Leasehold improvement |
Impairment for long-lived assets
Long-lived assets, representing property and equipment with finite lives, are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of an asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of December 31, 2023 and 2024, no impairment of long-lived assets was recognized.
F-10
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Summary of Significant Accounting Policies (cont.) |
Leases
The Company adopted ASC 842, “Leases”
(“ASC 842”) on January 1, 2021, using the modified retrospective transition method through a cumulative-effect adjustment
in the period of adoption rather than retrospectively adjusting prior periods and the package of practical expedient. The Company categorized
leases with contractual terms longer than twelve months as either operating or finance lease. The adoption of ASC 842 resulted in recognition
of Operating Right-of-use (“ROU”) assets of HK$
Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, current and operating lease liability, non-current in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. For leases that have lease terms of 12 months or less and do not include a purchase option that is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements.
Lease expense is recognized as depreciation and interest; depreciation on a straight-line basis over the lease term and interest using the effective interest method.
Long-term rental and utility deposits, net
Long-term rental and utility deposits represent security payments made to lessors and utility service providers for the Company’s entered lease agreements. The Company made such security payments upon the commencement of the original lease agreement. The security deposit will be refunded to the Company upon the termination or expiration of the lease agreements as well as the delivery of the vacant leased properties to the lessors by the Company. Refundable rental and utility deposits are discounted based on interest rates of similar assets.
Fair value measurement
The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by us.
The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follows:
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.
Unless otherwise disclosed, fair values of the Company’s other financial instruments including cash and cash equivalents, accounts receivable, net, prepayment, other current assets, accounts payable, amounts due to related parties, accruals and other payables and tax recoverable are approximated to their recorded values due to their short-term maturities.
F-11
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Summary of Significant Accounting Policies (cont.) |
Bank borrowings
Borrowings are initially recognized at fair value, net of upfront fees incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method.
Accounts payable
Accounts payable represent trade payables to
vendors. Typical payment terms set forth in ranges from
Contract liabilities
Contract liability is recognized when a payment is received or a payment is due (whichever is earlier) from a customer before the Company transfers the related goods or services. Contract liability is recognized as revenue when the Company performs under the contract (i.e., transfers control of the related goods or services to the customer).
Accruals and other payables
Accruals and other payables primarily include accrued expenses, deposits from customers and other accruals and payables.
Employee benefit plan
All salaried employees of the Company in Hong Kong
are enrolled in a Mandatory Provident Fund Scheme (“MPF scheme”) scheme under the Hong Kong Mandatory Provident Fund
Schemes Ordinance, within two months of employment. The MPF scheme is a defined contribution retirement plan administered by an
independent trustee. The Company makes
The Company provides long service payments for its employees on cessation of employment in certain circumstances under the Hong Kong Employment Ordinance. The long service payment obligation arises to the extent that it exceeds the employer balance in the MPF Scheme.
Full time employees in PRC participate in a government mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance and other welfare benefits are provided to employees.
Related parties
The Company adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Revenue recognition
The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, and subsequently issued additional related Accounting Standards Updates (collectively, “ASC 606”). Revenue from contracts with customers is recognized using the following five steps:
| 1. | Identify the contract(s) with a customer; |
| 2. | Identify the performance obligations in the contract; |
| 3. | Determine the transaction price; |
F-12
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Summary of Significant Accounting Policies (cont.) |
| 4. | Allocate the transaction price to the performance obligations in the contract; and |
| 5. | Recognize revenue when (or as) the entity satisfies a performance obligation. |
The Company generating revenue from provision of integrated financial printing services in Hong Kong. The Company enters into agreements with customers that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services transfer to the customer. Revenue on oral or implied arrangements is generally not recognized. The services provided are divided into two major types of services.
| (a) | Integrated IPO financial printing services |
The Company provides integrated IPO financial printing services under contracts with customers. The Company is typically contracted through its sales team to have negotiations with existing or potential customers, which are Hong Kong or China based companies who seeks for listing in the Stock Exchange of Hong Kong Limited (“SEHK”). Contracts are signed before the start of services. The Company and its customers agree on an estimated total contract price that is specified in the contract. This price is based on the requirements of customers. As stated in the service contract, customers consent to pay in four payments during the course of the agreement. Artwork design, typesetting, proofreading, translation, printing, binding, logistical planning, and uploading or creating electronic submissions of customers’ prospectuses were among the services offered.
The entire service fee from customers is non-refundable and the Company is entitled to receive an upfront payment upon signing the contract. The contract includes two performance obligations, which are submission of prospectus to the SEHK and successfully listed on the SEHK. Revenue is recognized at a point in time upon completion of each performance obligation. Revenue is also recognized when lapse of financing printing contract. For arrangements with multiple performance obligations, the transaction price is allocated to the separate performance obligations. As such, standalone selling price is determined using an estimate of the standalone selling price of each distinct service, taking into consideration historical selling price by customer for each distinct service, if available. These estimates may vary from the final amounts invoiced to the customer and are adjusted upon completion of all performance obligations.
The transaction price contains a variable consideration. The services that are rendered to customers determine the transaction price. Discounts on services rendered are offered by the Company to its customers; these discounts are recorded as variable considerations and subtracted from revenue during the revenue recognition period. These reductions to revenue are made based upon estimates that are determined according to historical experience and the specific terms and conditions of the incentive. The amount of variable consideration is included in the transaction price only to the extent that it is highly probable that such an inclusion will not result in a significant revenue reversal in the future when the uncertainty associated with the variable consideration is subsequently resolved.
The Company’s invoices set forth payment
terms that require customers to make payment within the range of
For the years ended December 31, 2023 and 2024, the Company is not aware of any material claims against the Company in relation to services provided.
| (b) | Non-IPO financial printing services |
The Company engages with listed or non-listed companies to satisfy the SEHK’s disclosure requirements or the own needs of the customers. The Company is typically contracted through its sales team to have negotiations with existing or potential customers, which are Hong Kong or China based listed companies in the SEHK. Non-IPO services include preparation of environmental, social and governance reports, sustainability reports, research reports, booklets and brochures. Services include design, translation, typesetting and proofreading, printing, binding and publishing. Contracts are entered into before the services begin.
F-13
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Summary of Significant Accounting Policies (cont.) |
As the financial printing services involve a series of tasks which are interrelated and are not separable or distinct as the Company’s customer cannot benefit from any standalone task, the Company concludes that financial printing services to be accounted for as a single performance obligation. The entire service fee of financial printing services is allocated to a single performance obligation. The completion of this earning process is evidenced by a delivery of goods to customers or submissions of customers’ goods to the SEHK.
Revenue is recognized based on the point in time either (a) at the time of submission of filing to the SEHK; (b) at the time of delivery the goods to the customer; or (c) lapse of the financing printing contract.
The transaction price contains a variable consideration. The services that are rendered to customers determine the transaction price. Discounts on services rendered are offered by the Company to its customers; these discounts are recorded as variable considerations and subtracted from revenue during the revenue recognition period. These reductions to revenue are made based upon estimates that are determined according to historical experience and the specific terms and conditions of the incentive. The amount of variable consideration is included in the transaction price only to the extent that it is highly probable that such an inclusion will not result in a significant revenue reversal in the future when the uncertainty associated with the variable consideration is subsequently resolved.
The Company’s invoices set forth payment
terms that require customers to make payment within the range of
For both integrated IPO financial printing services and non-IPO financial printing services, the Company does not believe that its contracts include a significant financing component because the period between delivery or the contracting services to the customer and the time of payment does not typically exceed one year.
Cost of revenue
Cost of revenue of printing products, which are directly related to revenue generating transactions, primarily consists of direct material cost such as paper cost, labor cost, subcontracting fee and allocated overhead.
Selling and marketing expenses
Selling and marketing expenses consist primarily of staff costs, commission to internal staff, advertising expense and other expenses related to selling and marketing activities.
General and administrative expenses
General and administrative expenses consist primarily of staff costs, including salaries and related social insurance costs for administrative and support personnel, office rental and property management fees, depreciation, professional services fees, bank charge, utilities, entertainment expense, office expense and expenses related to general operations.
Interest income
Interest income is mainly generated from savings and time deposits which are less than one year, and is recognized on an accrual basis using the effective interest method. Interest income receives from banks on a monthly basis.
Government subsidies
Government subsidies are recognized as income
in other income, net or as a reduction of specific costs and expenses for which the subsidies are intended to compensate. Such amounts
are recognized in the consolidated statements of loss and loss upon receipt and when all conditions attached to the subsidies, such as
companies are required to stay at the same level of employment and contributed to the approved project, are fulfilled. Such grants are
presented under other income. During the years ended December 31, 2022, 2023 and 2024, the Company recognized government subsidies
of HK$
F-14
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Summary of Significant Accounting Policies (cont.) |
Income taxes
The Company accounts for income taxes pursuant to ASC Topic 740, Income Taxes. Income taxes are provided on an asset and liability approach for financial accounting and reporting of income taxes. Any tax paid by subsidiaries during the year is recorded. Current tax is based on the profit or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. ASC Topic 740 also requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry-forwards. ASC Topic 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred tax assets is dependent upon future earnings, if any, of which the timing and amount are uncertain.
The Company adopted ASC Topic 740-10-05, Income Tax, which provides guidance for recognizing and measuring uncertain tax positions, it prescribes a threshold condition that a tax position must meet for any of the benefits of the uncertain tax position to be recognized in the consolidated financial statements. It also provides accounting guidance on derecognizing, classification and disclosure of these uncertain tax positions.
The policy on classification of all interest and penalties related to unrecognized income tax positions, if any, is to present them as a component of income tax expense.
Value added tax (“VAT”)
Revenue represents the invoiced value of
goods and service, net of VAT. The VAT is based on gross sales price and VAT rates range up to
Statutory reserves
The Company’s PRC subsidiary is required
to allocate at least
Comprehensive (loss) income
The Company presents comprehensive (loss) income in accordance with ASC Topic 220, Comprehensive Income. ASC Topic 220 states that all items that are required to be recognized under accounting standards as components of comprehensive (loss) income be reported in the unaudited interim condensed consolidated financial statements. The components of comprehensive (loss) income were the net (loss) income for the years and the foreign currency translation adjustments.
F-15
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Summary of Significant Accounting Policies (cont.) |
Commitments and contingencies
In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss will occur, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.
Segment reporting
ASC 280, Segment Reporting, (“ASC 280”), establishes standards for companies to report in their consolidated financial statements information about operating segments, products, services, geographic areas, and major customers.
Based on the criteria established by ASC 280, the chief operating decision maker (“CODM”) has been identified as the Company’s
Chief Executive Officer. The CODM has determined that the Company operates as a single operating segment and uses net income (loss) and
operating income (loss) as measures of profit or loss on a consolidated basis when making decisions regarding resource allocation and
performance assessment. The CODM reviews consolidated results when making decisions about allocating resources and assessing the performance
of the Company as a whole and hence, we have only
(Loss) earnings per share
Basic (loss) earnings per share is computed by dividing net earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares. For the years ended December 31, 2023 and 2024, there were dilutive shares.
Recently issued accounting pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
Recently adopted accounting standards
In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The purpose of the update was to improve financial reporting by requiring disclosures of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all periods presented in the consolidated financial statements. The Company adopted ASU 2023-07 on January 1, 2024. The Company has adopted ASU 2023-07 on January 1, 2024, which was applied retrospectively to all prior periods presented.
F-16
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Summary of Significant Accounting Policies (cont.) |
New accounting standards not yet adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires the annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024, and interim periods within those annual periods; early adoption is permitted. Adoption is either with a prospective method or a fully retrospective method of transition. The Company plans to adopt ASU 2023-09 for the year beginning on January 1, 2025. The Company is currently evaluating the effect the updated guidance will have on its disclosures.
On November 4, 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 amends ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard on the Consolidated Financial Statements.
Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the consolidated balance sheets, statements of loss and comprehensive loss and cash flows.
| 3. | LIQUIDITY AND GOING CONCERN |
As of December 31, 2023, the Company had an accumulated
deficit of HK$
The accompanying audited consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These audited consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
| 4. | Segment information |
Information regarding the Company’s net income and operating income is disclosed in the consolidated statements of income. Segment expenses and other items are reviewed by the CODM on the same basis as presented in the consolidated statements of income.
The Company
has
All revenue of the Company is generated in Hong Kong. Segment assets are based on the geographical location of the assets.
Non-current assets per geographical segment
| As of December 31, | ||||||||||||||||||||
| 2023 | 2024 | |||||||||||||||||||
| HK$ | % | HK$ | US$ | % | ||||||||||||||||
| Hong Kong | % | % | ||||||||||||||||||
| PRC | % | % | ||||||||||||||||||
| Total | % | % | ||||||||||||||||||
F-17
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 4. | Segment information (cont.) |
Key financial performance measures of the segments are as follows:
| For the years ended December 31, | ||||||||||||||||
| 2022 | 2023 | 2024 | 2024 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Revenue | ||||||||||||||||
| Cost of revenue | ||||||||||||||||
| – External | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| – Related party | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total cost of revenue | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| (Loss) income from operations | ( | ) | ||||||||||||||
| Other income, net | ||||||||||||||||
| Bank interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Administrative service fee from related parties | ||||||||||||||||
| Government subsidies | ||||||||||||||||
| Other income (expenses) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other incomes, net | ||||||||||||||||
| (Loss) income before income tax expenses | ( | ) | ||||||||||||||
| As of December 31, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Total assets | ||||||||||||
| Total liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Net assets | ||||||||||||
| 5. | ACCOUNTS RECEIVABLE, NET |
Accounts receivable, net is comprised of the following:
| As of December 31, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Accounts receivable | ||||||||||||
| Allowance for expected credit losses | ( | ) | ( | ) | ( | ) | ||||||
| Total | ||||||||||||
Movement of allowance for expected credit losses consists of the following:
| As of December 31, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Beginning balance | ||||||||||||
| Addition | ||||||||||||
| Written off | ( | ) | ||||||||||
| Ending balance | ||||||||||||
F-18
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 6. | PREPAYMENTS AND OTHER CURRENT ASSETS, NET |
Prepayments and other current assets, net consist of the following:
| As of December 31, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Prepayment for operating expenses | ||||||||||||
| Deferred IPO costs | ||||||||||||
| Others | ||||||||||||
| Total | ||||||||||||
| 7. | PROPERTY AND EQUIPMENT, NET |
Property and equipment, net consist of the following:
| As of December 31, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Furniture and fixture | ||||||||||||
| Computers | ||||||||||||
| Leasehold improvement | ||||||||||||
| Motor vehicles | ||||||||||||
| Office equipment | ||||||||||||
| Property and equipment | ||||||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Property and equipment, net | ||||||||||||
Depreciation expenses recognized for the years
ended December 31, 2022, 2023 and 2024 were HK$
| 8. | ACCRUALS AND OTHER PAYABLES |
Accruals and other payables consist of the following:
| As of December 31, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Accrued operating expenses | ||||||||||||
| Accrued rental expenses | ||||||||||||
| Accrued audit fees | ||||||||||||
| Accrued listing expenses | ||||||||||||
| Provision for sales commissions | ||||||||||||
| Provision for long service payments and staff benefits | ||||||||||||
| Payroll payables | ||||||||||||
| Others | ||||||||||||
| Total | ||||||||||||
F-19
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 9. | BANK BORROWINGS |
Outstanding balances of bank borrowings as of December 31, 2023 and 2024 consist of the following:
| Weighted | Weighted | |||||||||||||||||||||||||||
| average | average | |||||||||||||||||||||||||||
| interest | interest | |||||||||||||||||||||||||||
| rate | rate | |||||||||||||||||||||||||||
| as of | as of | |||||||||||||||||||||||||||
| Maturity | December 31, | December 31, | Balance as of December 31, | |||||||||||||||||||||||||
| Lender | Type | date | Currency | 2023 | 2024 | 2023 | 2024 | 2024 | ||||||||||||||||||||
| HK$ | HK$ | US$ | ||||||||||||||||||||||||||
| Standard Chartered Bank (Hong Kong) Limited | % | % | ||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||
Note:
| (i) | As of December 31, 2023 and 2024, the bank borrowing was under the special |
| (ii) | The bank borrowings were classified as current liabilities as they were required to be repaid on demand of the bank. |
| 10. | RIGHT-OF-USE ASSETS AND LEASE LIABILITIES |
The operating leases primarily consist of leases of office premises in Hong Kong and PRC, and printing machines in Hong Kong.
Supplemental balance sheet information related to operating leases is as follows:
| As of December 31, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Operating lease right-of-use assets | ||||||||||||
| Office premises | ||||||||||||
| Printing machines | ||||||||||||
| Operating lease right-of-use assets | ||||||||||||
| Current operating lease obligation | ||||||||||||
| Office premises | ||||||||||||
| Printing machines | ||||||||||||
| Total current operating lease obligation | ||||||||||||
| Non-current operating lease obligation | ||||||||||||
| Office premises | ||||||||||||
| Printing machines | ||||||||||||
| Total non-current operating lease obligation | ||||||||||||
| Total operating lease obligation | ||||||||||||
F-20
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 10. | RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (cont.) |
Operating lease expense for the years ended December
31, 2023 and 2024 was HK$
The undiscounted future minimum lease payment schedule is as follows:
| As of December 31, 2024 | ||||||||
| For the years ending December 31, | HK$ | US$ | ||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| Total minimum lease payments | ||||||||
| Less: imputed interest component | ( | ) | ( | ) | ||||
| Lease liabilities recognized in the consolidated balance sheets | ||||||||
Other supplemental information about the Company’s operating lease as of December 31, 2023 and 2024:
| As of December 31, 2023 | As of December 31, 2024 | |||||||
| Weighted average discount rate | % | % | ||||||
| Weighted average remaining lease term (years) | ||||||||
| 11. | Related party balances and transactions |
Nature of relationships with related parties
| Name | Relationship | |
| Starlux Limited | ||
| LingXpert Language Services Limited (“Lingxpert”) | ||
| GreenIPO Limited | ||
| Griffin Group Limited | ||
| YHY Holdings Limited | ||
| Ren Restaurants Limited |
Amount due to related parties consists of the following:
| As of December 31, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Due to ultimate controlling shareholders | ||||||||||||
| Total | ||||||||||||
The amounts due to the related parties are unsecured, interest free with no specific repayment terms. The amount is of non-trade nature.
F-21
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 11. | Related party balances and transactions (cont.) |
The related party balances included in accounts payable:
| As of December 31, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Lingxpert | ||||||||||||
| Total | ||||||||||||
The Company has the following significant related party transaction as follows:
| For the years ended December 31, | ||||||||||||||||
| 2022 | 2023 | 2024 | 2024 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Other income – administrative service fee from: | ||||||||||||||||
| Lingxpert | ||||||||||||||||
| Griffin Group Limited | ||||||||||||||||
| YHY Holdings Limited | ||||||||||||||||
| Green IPO Ltd | ||||||||||||||||
| Ren Restaurants Limited | ||||||||||||||||
| Total administrative service fee from related parties | ||||||||||||||||
| Translation cost to Lingxpert | ||||||||||||||||
| Flim cost to Green IPO Ltd | ||||||||||||||||
Remuneration to senior management, included in selling and marketing, and general administrative expenses, for the years ended December 31, 2022, 2023 and 2024 were:
| For the years ended December 31, | ||||||||||||||||
| 2022 | 2023 | 2024 | 2024 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Salaries and other short term employee benefits | ||||||||||||||||
| Payments to defined contribution pension schemes | ||||||||||||||||
| Total | ||||||||||||||||
| 12. | Disaggregation of Revenue |
The following table disaggregates revenue by type of services for the years ended December 31, 2022, 2023 and 2024. All the services provided are recognized at a point in time.
| For the years ended December 31, | ||||||||||||||||
| 2022 | 2023 | 2024 | 2024 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Integrated IPO financial printing services | ||||||||||||||||
| Non-IPO financial printing services: | ||||||||||||||||
| Annual reports | ||||||||||||||||
| Circulars | ||||||||||||||||
| Others | ||||||||||||||||
| Total non-IPO services | ||||||||||||||||
| Total | ||||||||||||||||
F-22
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 12. | Disaggregation of Revenue (cont.) |
The following table sets forth a breakdown of revenue, cost of revenue and gross profit margin by major categories for the years ended December 31, 2022, 2023 and 2024, respectively:
| For the years ended December 31, 2022 | ||||||||||||||||
| Revenue | Cost of revenue | Gross profit | Gross profit margin | |||||||||||||
| HK$ | HK$ | HK$ | % | |||||||||||||
| Revenue from Integrated IPO financial printing services | % | |||||||||||||||
| Revenue from non-IPO financial printing services | % | |||||||||||||||
| Total | % | |||||||||||||||
| For the years ended December 31, 2023 | ||||||||||||||||
| Revenue | Cost of revenue | Gross profit | Gross profit margin | |||||||||||||
| HK$ | HK$ | HK$ | % | |||||||||||||
| Revenue from Integrated IPO financial printing services | % | |||||||||||||||
| Revenue from non-IPO financial printing services | % | |||||||||||||||
| Total | % | |||||||||||||||
| For the years ended December 31, 2024 | ||||||||||||||||||||
| Revenue | Cost of revenue | Gross profit | Gross profit | Gross profit margin | ||||||||||||||||
| HK$ | HK$ | HK$ | US$ | % | ||||||||||||||||
| Revenue from Integrated IPO financial printing services | % | |||||||||||||||||||
| Revenue from non-IPO financial printing services | % | |||||||||||||||||||
| Total | % | |||||||||||||||||||
| 13. | COST OF REVENUE |
Cost of revenue consists of cost directly related
to revenue generating activities.
| For the years ended December 31, | ||||||||||||||||
| 2022 | 2023 | 2024 | 2024 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Staff cost | ||||||||||||||||
| Depreciation of property and equipment | ||||||||||||||||
| Lease expense | ||||||||||||||||
| Translation expenses | ||||||||||||||||
| Printing expenses | ||||||||||||||||
| Water and electricity supply expenses | ||||||||||||||||
| Repair and maintenance | ||||||||||||||||
| Others | ||||||||||||||||
| Total | ||||||||||||||||
F-23
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 14. | OTHER INCOME (ERXPENSE) |
Other income (expense) consists of the followings:
| For the years ended December 31, | ||||||||||||||||
| 2022 | 2023 | 2024 | 2024 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Government subsidies (note (i)) | ||||||||||||||||
| Exchange gain (loss) on foreign currency translation, net | ( | ) | ||||||||||||||
| Others | ( | ) | ( | ) | ||||||||||||
| Total | ( | ) | ( | ) | ( | ) | ||||||||||
Note:
| (i) |
For the year ended December 31, 2022, the government subsidies were granted by a) the Employment Support Scheme (“ESS”) under the Anti epidemic fund from the Hong Kong Government to provide financial support to enterprises. Employers participating in ESS were required to undertake and warrant that they would not implement redundancies during the subsidy. period; and spend all the wage subsidies on paying wages to their employees; b) the Dedicated Fund on Branding, Upgrading and Domestic Sales” (“BUD Fund“) from the Hong Kong Government to assist enterprises in exploring and developing PRC market. Applicants participating in BUD Fund was required to develop brands, upgrading and restructuring their operations and promoting domestic sales in the PRC; and (c) the Distance Business Programme (“D-Biz”) from the Hong Kong Government to support enterprises to adopt information technology solutions to continue their business and services during the epidemic. Applicants participating in D-Biz was required to provide information technology solution and the relevant training expenses to the employees. There were no unfulfilled conditions nor other contingencies attached to the ESS, BUD Fund and D-Biz fund.
| 15. | TAXES |
Income tax
BVI
The Company and Cre8 Investments Limited is incorporated in the BVI and is not subject to tax on income or capital gains under current BVI laws. In addition, upon payments of dividends by these entities to their shareholders, no BVI withholding tax will be imposed.
Hong Kong
Cre8 Hong Kong is incorporated in Hong Kong
and subject to Hong Kong Profits Tax on the taxable income as reported in its statutory consolidated financial statements adjusted
in accordance with relevant Hong Kong tax laws. The applicable tax rate is
PRC
Chuangbafang is governed by the income tax laws
of the PRC. Under the PRC Enterprise Income Tax Law (the “EIT Law”), the standard enterprise income tax rate for all domestic
enterprises and foreign invested enterprises is
F-24
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 15. | TAXES (cont.) |
Significant components of the provision for income taxes are as follows:
| For the years ended December 31, | ||||||||||||||||
| 2022 | 2023 | 2024 | 2024 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Hong Kong profit tax | ||||||||||||||||
| Current tax expenses | ||||||||||||||||
| Deferred tax (credit) expenses | ( | ) | ||||||||||||||
| Total | ( | ) | ||||||||||||||
The Company’s effective tax rates were as follows:
| For the years ended December 31, | ||||||||||||
| 2022 | 2023 | 2024 | ||||||||||
| Income tax rate in the BVI, permanent tax holiday | % | % | % | |||||||||
| Hong Kong statutory income tax rate | ( | )% | % | % | ||||||||
| Effect of different tax rates available to different jurisdictions | ( | )% | ||||||||||
| Effect of non-taxable income | ( | )% | ( | )% | ||||||||
| Effect of tax loss not recognized | % | |||||||||||
| Effect of valuation allowance | % | |||||||||||
| Effect of non-deductible expenses | % | ( | )% | % | ||||||||
| Effective tax rate | ( | )% | % | % | ||||||||
Deferred tax
The deferred tax assets which are principally
comprised of acceleration of depreciation on property and equipment, allowance for expected credit losses, provision for employee benefits
and net operating losses.
| Acceleration of depreciation on property and equipment | Allowance for expected credit losses | Provision for employee benefits | Tax losses | Total | Total | |||||||||||||||||||
| HK$ | HK$ | HK$ | HK$ | HK$ | US$ | |||||||||||||||||||
| Balance as of January 1, 2022 | ||||||||||||||||||||||||
| Recognized in the income statement | ( | ) | ||||||||||||||||||||||
| Less: valuation allowance | ||||||||||||||||||||||||
| Balance as of December 31, 2022 | ||||||||||||||||||||||||
| Recognized in the income statement | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Exchange difference | ( | ) | ||||||||||||||||||||||
| Less: valuation allowance | ||||||||||||||||||||||||
| Balance as of December 31, 2023 | ||||||||||||||||||||||||
| Recognized in the income statement | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Exchange difference | ||||||||||||||||||||||||
| Less: valuation allowance | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Balance as of December 31, 2024 | ( | ) | ||||||||||||||||||||||
The Company had losses carried forward in Cre8
(Greater China) amounting to HK$
The Company had losses carried forward in Chuangbafang
amounting to and HK$
F-25
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 16. | RISKS AND UNCERTAINITIES |
Credit risk
The assets that are potentially subject to a significant concentration of credit risk primarily consist of cash and accounts receivable.
The Company believes that there is no significant
credit risk associated with cash in Hong Kong, which were held by reputable financial institutions in the jurisdiction where Cre8 Hong
Kong is located. The Hong Kong Deposit Protection Board pays compensation up to a limit of HK$
As of December 31, 2023 and 2024, HK$
The Company has designed credit policies with an objective to minimize their exposure to credit risk. The accounts receivable is short term in nature and the associated risk is minimal. The Company conducts credit evaluations of customers and generally requires certain amounts of deposits after signing the contracts. The Company periodically evaluates the creditworthiness of the existing customers by determining an allowance for expected credit losses primarily based upon the age of the receivables and factors surrounding the credit risk of specific customers.
Customers concentration risk
For the years ended December 31, 2023 and 2024, no customers accounted for more than 10% of revenue.
As of December 31, 2023, no customers accounted
for more than 10% of accounts receivable. As of December 31, 2024, one customer accounted for
Vendor concentration risk
For the years ended December 31, 2023, and 2024, no vendor accounted for more than 10% of total cost of revenue.
As of December 31, 2023, three vendors accounted
for
Interest rate risk
The Company’s exposure to fair value interest rate risk mainly arises from its fixed deposits with banks. It also has exposure to cash flow interest rate risk which mainly arises from its deposits with banks.
In respect of the exposure to cash flow interest rate risk arising from the floating rate of non-derivative financial instruments held by the Company, such as cash, at the end of the reporting period, the Company is not exposed to significant interest rate risk as the interest rates of cash at bank are not expected to change significantly.
F-26
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 16. | RISKS AND UNCERTAINITIES (Cont.) |
Foreign currency risk
Foreign currency risk is the risk of holding of foreign currency assets will affect the Company’s financial position as a result of a change in foreign currency exchange rates.
The Company’s monetary assets and liabilities are mainly denominated in HK$, US$ and RMB, which are the same as the functional currencies of the relevant Company entities. Hence, the currency risk is considered insignificant. The Company currently does not have a foreign currency hedging policy to eliminate the currency exposures. However, the Company monitors the related foreign currency exposures closely to consider the need for hedging.
Market and geographic risk
The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.
| 17. | Shareholders’ equity |
Ordinary shares
The Company was incorporated in the BVI as a limited
company with limited liability on December 4, 2023. The authorized number of ordinary shares was
On August 13, 2024, the Company effected
a share split at a ratio of
| 18. | COMMITMENTS AND CONTINGENCIES |
Lease commitments
The Company entered certain operating leases for office premises in Hong Kong and PRC for the period ranging from February 2018 to December 2028. The commitments for minimum lease payment under these operating leases as of December 31, 2024 are listed in section “Note 10 — RIGHT-OF-USE ASSETS AND LEASE LIABILITIES”.
Litigation
From time to time, the Company is involved in claims and legal proceedings that arise in the ordinary course of business. Based on currently available information, the Company does not believe that the ultimate outcome of any unresolved matters, individually and in the aggregate, is reasonably possible to have a material adverse effect on the financial position, results of operations or cash flows.
| 19. | SUBSEQUENT EVENTS |
The Company evaluated all events and transactions that occurred after December 31, 2024 up through May 19, 2024, which is the date that these consolidated financial statements are available to be issued. There were no other material subsequent events that require disclosure in these consolidated financial statements.
F-27
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 20. | CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY |
The following presents condensed parent-company-only financial information of Cre8 Enterprise Limited.
Condensed balance sheets
| As of December 31, | ||||||||||||
| 2023 | 2024 | 2024 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Investment in a subsidiary | ||||||||||||
| Total non-current assets | ||||||||||||
| TOTAL ASSETS | ||||||||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||||||
| Current liabilities | ||||||||||||
| Amount due to a fellow subsidiary | ||||||||||||
| Total current liabilities and total liabilities | ||||||||||||
| SHAREHOLDERS’ DEFICIT | ||||||||||||
| Class A ordinary shares, par value per share, | ||||||||||||
| Class B ordinary shares, par value per share, | ||||||||||||
| Additional paid-in capital | ||||||||||||
| Accumulated other comprehensive losses | ( | ) | ( | ) | ( | ) | ||||||
| Total shareholders’ deficit | ( | ) | ( | ) | ( | ) | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||||||
| * |
F-28
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 20. | CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (cont.) |
Condensed statements of loss
| For the years ended December 31, | ||||||||||||||||
| 2022 | 2023 | 2024 | 2024 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax expense | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||||||
Condensed statements of cash flows
| For the years ended December 31, | ||||||||||||||||
| 2022 | 2023 | 2024 | 2024 | |||||||||||||
| HK$ | HK$ | HK$ | US$ | |||||||||||||
| Cash flows from operating activities | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||||||
| Change in operating assets and liabilities: | — | — | — | — | ||||||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||||||
| Cash flows from investing activities | ||||||||||||||||
| Investment in a subsidiary | ( | ) | ||||||||||||||
| Net cash used in investing activities | ( | ) | ||||||||||||||
| Cash flows from financing activities | ||||||||||||||||
| Advance from a subsidiary | — | |||||||||||||||
| Subscription received from shareholders | ||||||||||||||||
| Net cash generated from financing activities | ||||||||||||||||
| Net change in cash and cash equivalents | ||||||||||||||||
| Cash and cash equivalents at the beginning of the year | ||||||||||||||||
| Cash and cash equivalents at the end of the year | ||||||||||||||||
(i) Basis of Preparation
The Company was incorporated under the laws of the BVI as a limited company on December 4, 2023 and as a holding company.
In the condensed parent company only financial statements, the Company’s investment in a subsidiary stated at cost of acquisition in Cre8 Incorporation Limited. Those condensed parent company only consolidated financial statements should be read in connection with the consolidated financial statements and notes hereto.
F-29
CRE8 ENTERPRISE LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 20. | CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (cont.) |
(ii) Restricted net assets
Schedule I of Rule 5-04 of Regulation S-X requires the condensed financial information of registrant shall be filed when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the registrant’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party (i.e., lender, regulatory agency, foreign government, etc.).
The condensed parent company only consolidated financial statements
have to be prepared in accordance with Rule 12-04, Schedule I of Regulation S-X if the restricted net assets of the subsidiaries of Cre8
Enterprise Limited exceed
As of December 31, 2023 and 2024, there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stock or guarantees of the Company, except for those that have been separately disclosed in the consolidated financial statements, if any.
F-30
EXHIBIT INDEX
1
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Cre8 Enterprise Limited | ||
| By: | /s/ Sze Ting Cho | |
| Name: | Sze Ting Cho | |
| Title: | Chief Executive Officer | |
| By: | /s/ Chi Kam Ray Lee | |
| Name: | Chi Kam Ray Lee | |
| Title: | Chief Financial Officer | |
| Dated: | May 19, 2025 | |
2
Exhibit 12.1
Certification by the Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Sze Ting Cho, Chief Executive Officer of Cre8 Enterprise Limited (the “Company”), certify that:
| 1. | I have reviewed this annual report on Form 20-F of the Company; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Company and have: |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
| Date: May 19, 2025 | |||
| By: | /s/ Sze Ting Cho | ||
| Name: | Sze Ting Cho | ||
| Title: | Chief Executive Officer | ||
Exhibit 12.2
Certification by the Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Chi Kam Ray Lee, Chief Financial Officer of Cre8 Enterprise Limited (the “Company”), certify that:
| 1. | I have reviewed this annual report on Form 20-F of the Company; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15I and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Company and have: |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
| Date: May 19, 2025 | |||
| By: | /s/ Chi Kam Ray Lee | ||
| Name: | Chi Kam Ray Lee | ||
| Title: | Chief Financial Officer | ||
Exhibit 13.1
Certification by the Principal Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Sze Ting Cho, Chief Executive Officer of Cre8 Enterprise Limited (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
| a. | the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| b. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein. |
| Date: May 19, 2025 | |||
| By: | /s/ Sze Ting Cho | ||
| Name: | Sze Ting Cho | ||
| Title: | Chief Executive Officer | ||
Exhibit 13.2
Certification by the Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Chi Kam Ray Lee, Chief Financial Officer of Cre8 Enterprise Limited (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
| a. | the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| b. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein. |
| Date: May 19, 2025 | |||
| By: | /s/ Chi Kam Ray Lee | ||
| Name: | Chi Kam Ray Lee | ||
| Title: | Chief Financial Officer | ||