Fenbo Holdings Ltd 6-K, filed Oct 19, 2026
Fenbo Holdings Ltd (FEBO)
About this 6-K
Fenbo Holdings Ltd filed this 6-K on October 19, 2026.
Fenbo Holdings Limited reported six months ended June 30, 2026 revenue of HK$45.2 million (US$5.8 million), up 5.8% from HK$42.7 million, but net loss widened to HK$5.0 million (US$0.6 million) from HK$3.8 million as gross margin fell to 11.4% from 15.2%. AI summary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number: 001-41873
(Translation of registrant’s name into English)
Unit J, 19/F, World Tech Centre
95 How Ming Street
Kwun Tong
Kowloon, Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
Fenbo Holdings Limited, a Cayman Islands exempted company (the “Company”), is furnishing this report on Form 6-K to provide its unaudited interim condensed consolidated financial statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, which are attached hereto as Exhibit 99.2 and Exhibit 99.1, respectively.
INCORPORATION BY REFERENCE
This report on Form 6-K, including Exhibit 99.1 and Exhibit 99.2 hereto, is hereby incorporated by reference into the Company’s Registration Statement on Form S-8 (File No. 333-288588), and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
FORWARD-LOOKING STATEMENTS
This report on Form 6-K and the exhibits hereto contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or the Company’s future financial performance and involve known and unknown risks, uncertainties and other factors, including those described under “Item 3.D. Risk Factors” in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2025, that may cause actual results to differ materially from those expressed or implied by these statements. The Company undertakes no obligation to update any forward-looking statement, except as required by law.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2026 and 2025 | |
| 99.2 | Unaudited Interim Condensed Consolidated Financial Statements as of June 30, 2026 and for the Six Months Ended June 30, 2026 and 2025 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FENBO HOLDINGS LIMITED | ||
| By: | /s/ Huang Hongwu | |
| Name: | Huang Hongwu | |
| Title: | Chief Executive Officer and Executive Director | |
| Date: October 19, 2026 | ||
Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim condensed consolidated financial statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025 and the related notes, furnished as Exhibit 99.2 to the report on Form 6-K of which this exhibit forms a part, and with our annual report on Form 20-F for the fiscal year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission on May 15, 2026 (the “2025 Annual Report”). This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those described under “Item 3.D. Risk Factors” in the 2025 Annual Report.
Unless the context otherwise requires, references to “we,” “us,” “our” and the “Company” are to Fenbo Holdings Limited and its subsidiaries. Translations of Hong Kong dollars into U.S. dollars in this discussion are solely for the convenience of the reader and, unless otherwise stated, were calculated at the rate of US$1 = HK$7.8417.
Overview
Fenbo Holdings Limited is a holding company incorporated on September 30, 2022 under the laws of the Cayman Islands. The Company, through its operating subsidiaries, Fenbo Industries Limited (“FIL”), Able Industries Limited (“AIL”) and Fenbo Plastic Products Factory (Shenzhen) Limited (“FPPF”), has served as an OEM for Spectrum Brands, a global home essentials company and its sole customer, producing electrical hair styling products under the “Remington” brand, which Spectrum Brands has the right to use, which are currently sold in Europe, the United States and Latin America. The Company’s headquarters is located in Hong Kong, China.
Our business is significantly influenced by global trade volumes and macroeconomic factors, particularly trade policies between the United States and China, as a substantial portion of our revenue is derived from export shipments to the United States. Changes in tariff policies, customer ordering behavior and logistics costs have had a material impact on our operating results during the periods presented.
The following table sets forth a summary of our unaudited consolidated results of operations for the six months ended June 30, 2025 and 2026. This information should be read together with our unaudited interim condensed consolidated financial statements and related notes furnished as Exhibit 99.2 to this report on Form 6-K.
Unaudited Financial Results for the Six Months Ended June 30, 2026 and 2025
For the six months ended June 30, 2025 | For the six months ended June 30, 2026 | For the six months ended June 30, 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Revenues | 42,695 | 45,170 | 5,760 | |||||||||
| Cost of sales | (36,203 | ) | (40,007 | ) | (5,102 | ) | ||||||
| Gross profit | 6,492 | 5,163 | 658 | |||||||||
| Operating expenses: | ||||||||||||
| Selling and marketing expenses | (685 | ) | (715 | ) | (91 | ) | ||||||
| General and administrative expenses | (9,414 | ) | (9,289 | ) | (1,184 | ) | ||||||
| Total operating expenses | (10,099 | ) | (10,004 | ) | (1,275 | ) | ||||||
| Loss from operations | (3,607 | ) | (4,841 | ) | (617 | ) | ||||||
| Other income (expenses): | ||||||||||||
| Exchange gain, net | - | 27 | 3 | |||||||||
| Interest income | 25 | 67 | 9 | |||||||||
| Interest expense | (479 | ) | (263 | ) | (33 | ) | ||||||
| Government grant | - | 3 | - | |||||||||
| Other income, net | 235 | 4 | - | |||||||||
| Total other income (expenses), net | (219 | ) | (162 | ) | (21 | ) | ||||||
| Loss before tax expense | (3,826 | ) | (5,003 | ) | (638 | ) | ||||||
| Income tax expense | - | - | - | |||||||||
| Net loss | (3,826 | ) | (5,003 | ) | (638 | ) | ||||||
| Other comprehensive income | ||||||||||||
| Foreign currency translation gain, net of taxes | 520 | 446 | 57 | |||||||||
| Total comprehensive loss | (3,306 | ) | (4,557 | ) | (581 | ) | ||||||
| Loss per share attributable to ordinary shareholders | ||||||||||||
| Basic and diluted (cents) | (34.59 | ) | (45.22 | ) | (5.77 | ) | ||||||
| Weighted average number of ordinary shares used in computing net loss per share | ||||||||||||
| Basic and diluted | 11,062,500 | 11,062,500 | 11,062,500 | |||||||||
Revenues
An analysis of revenue by geographical area, based on the location to which our products are shipped, is set out below.
For the six months ended June 30, 2025 | For the six months ended June 30, 2026 | For the six months ended June 30, 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| United Kingdom | 21,033 | 20,977 | 2,675 | |||||||||
| United States | 18,761 | 22,194 | 2,830 | |||||||||
| Australasia | 1,481 | 1,275 | 163 | |||||||||
| New Zealand | 123 | - | - | |||||||||
| Singapore | 1,297 | 724 | 92 | |||||||||
| Total revenue | 42,695 | 45,170 | 5,760 | |||||||||
Revenue increased by HK$2.5 million (US$0.3 million), or 5.8%, to HK$45.2 million (US$5.8 million) for the six months ended June 30, 2026 compared to HK$42.7 million for the same period in 2025. Management believes that trade tensions between the United States and China adversely affected exports to the United States in 2025. On February 20, 2026, the U.S. Supreme Court held that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the President to impose tariffs. Exports to the United States increased to HK$22.2 million (US$2.8 million) for the six months ended June 30, 2026, from HK$18.8 million for the same period in 2025.
Cost of sales
Cost of sales includes cost of raw materials (such as costs of electrical components, packaging materials, metal materials, plastic particles, and painting materials), direct labor (including wages and social security contributions), manufacturing overhead (such as consumables, depreciation, direct rental expense and utilities) and other taxes. We currently do not hedge our raw materials position, and we closely monitor raw material price trends to manage our production needs.
For the six months ended June 30, 2026, cost of sales increased to HK$40.0 million (US$5.1 million), representing an increase of 10.5% or HK$3.8 million (US$0.5 million) from HK$36.2 million (US$4.6 million) in the same period in 2025. The increase in cost of sales was in line with the increase in our revenue during the same period.
Gross profit
As a result of the foregoing, gross profit for the six months ended June 30, 2026 was HK$5.2 million (US$0.7 million), a decrease of HK$1.3 million (US$0.2 million) or 20.5% from HK$6.5 million (US$0.8 million) for the same period in 2025 as cost of sales increased at a faster rate than revenue. Our gross profit margin decreased from 15.2% to 11.4% over the same periods.
Selling and marketing expenses
Major components of selling and marketing expenses includes packaging expenses, transportation costs and custom declarations. For the six months ended June 30, 2026, selling and marketing expenses increased by HK$0.03 million (US$4,000) to HK$0.7 million (US$91,000) from HK$0.7 million (US$87,000) in the same period in 2025. The increase was mainly due to an increase in overall level of shipping of products.
General and administrative expenses
General and administrative expenses primarily consist of staff costs for our accounting and administrative support personnel and executives, depreciation, office and insurance expenses, motor vehicles and travelling expenses, stamp duty and other taxes, utility expenses, office rental and management fee, legal and professional fee and auditor’s remuneration and others. General and administrative expenses remained stable at HK$9.3 million (US$1.2 million) for the six months ended June 30, 2026, compared to HK$9.4 million for the same period in 2025, given that there were no substantial changes in the Company’s operating scale.
Loss from operations
The loss from operations increased by 34.2% or HK$1.2 million (US$0.2 million) to HK$4.8 million (US$0.6 million) for the six months ended June 30, 2026 from HK$3.6 million for the same period in 2025. The deterioration in the financial performance from operations during the six months ended June 30, 2026 was primarily due to the decrease in gross profit of HK$1.3 million (US$0.2 million) and the increase in selling and marketing expenses of HK$0.03 million (US$4,000), partially offset by the decrease in general and administrative expenses of HK$0.1 million (US$16,000) during the six months ended June 30, 2026.
Total other income (expenses), net
Total other income (expenses), net includes exchange gain and loss, sundry income, government grant, bank interest income and bank loan interest expense. For the six months ended June 30, 2026, we recorded other expenses, net of HK$0.2 million (US$21,000), compared to other expenses, net of HK$0.2 million in the same period in 2025. The change was mainly due to a decrease in interest expenses and an increase in interest income, partially offset by a decrease in other income, net, recognized during the six months ended June 30, 2026.
Net loss
The net loss increased by 30.8% or HK$1.2 million (US$0.2 million) from HK$3.8 million for the six months ended June 30, 2025 to HK$5.0 million (US$0.6 million) for the six months ended June 30, 2026. The increase in the net loss was mainly attributable to the cumulative effect of the reasons set out above.
Liquidity and Capital Resources
For the Six Months Ended June 30, 2026 and 2025
The Company financed its daily operations and business development through cash generated from the operations of AIL, FIL, and FPPF and other sources. As of June 30, 2026 and December 31, 2025, its cash balance was HK$16.4 million (US$2.1 million) and HK$19.0 million, respectively.
The following table sets forth a summary of its cash flows for the periods indicated:
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Net cash (used in) provided by operating activities | 3,279 | (7,762 | ) | (990 | ) | |||||||
| Net cash used in investing activities | (47 | ) | (384 | ) | (49 | ) | ||||||
| Net cash provided by (used in) financing activities | (2,676 | ) | 5,069 | 646 | ||||||||
The following summarizes the key components of our cash flows for the six months ended June 30, 2026 and 2025:
Cash (used in) provided by operating activities
For the six months ended June 30, 2026, net cash used in operating activities of HK$7.8 million (US$1.0 million) was primarily the result of the net loss of HK$5.0 million (US$0.6 million) as adjusted for non-cash items and change in operating assets and liabilities. Adjustments for non-cash items consisted of depreciation of property and equipment of HK$0.1 million (US$19,000). The net cash outflow from changes in operating assets and liabilities mainly included an increase in accounts receivable of HK$2.7 million (US$0.3 million), an increase in inventories of HK$0.5 million (US$63,000), and a decrease in other payables and accrued liabilities of HK$59,000 (US$8,000), partially offset by a decrease in prepaid expenses and other current assets of HK$69,000 (US$9,000) and an increase in accounts payable of HK$0.2 million (US$29,000).
For the six months ended June 30, 2025, net cash provided by operating activities of HK$3.3 million (US$0.4 million) was primarily the result of the net loss of HK$3.8 million (US$0.5 million) as adjusted for non-cash items and change in operating assets and liabilities. Adjustments for non-cash items consisted of depreciation of property and equipment of HK$0.3 million (US$34,000). The net cash inflow from changes in operating assets and liabilities mainly included a decrease in accounts receivable of HK$7.1 million (US$0.9 million), a decrease in inventories of HK$2.0 million (US$0.3 million), and a decrease in prepaid expenses and other current assets of HK$0.2 million (US$31,000), partially offset by a decrease in account payables of HK$1.8 million (US$0.2 million) and a decrease in other payables and accrued liabilities of HK$0.7 million.
Cash used in investing activities
For the six months ended June 30, 2026, net cash used in investing activities was HK$0.4 million (US$49,000) for the purchase of property, plant, and equipment.
For the six months ended June 30, 2025, net cash used in investing activities was HK$47,000 (US$6,000) for the purchase of property, plant, and equipment.
Cash provided by (used in) financing activities
For the six months ended June 30, 2026, net cash provided by financing activities of HK$5.1 million (US$0.6 million) was mainly due to proceeds from bank loans of HK$8.0 million (US$1.0 million) and advances from related parties of HK$69,000 (US$9,000), partially offset by the repayment of a bank loan of HK$3.0 million (US$0.4 million).
For the six months ended June 30, 2025, net cash used in financing activities of HK$2.7 million (US$0.3 million) was mainly due to the advances to related parties of HK$2.7 million (US$0.3 million).
As of June 30, 2026, the Company had cash and cash equivalents of HK$16.4 million (US$2.1 million), working capital of HK$22.1 million (US$2.8 million) and accounts receivable of HK$29.4 million (US$3.8 million). Subsequent to June 30, 2026, the Company repaid bank loans of HK$5.0 million and HK$3.0 million on September 4, 2026 and September 25, 2026, respectively, in accordance with the repayment schedule agreed with the lender. Management is actively managing its outstanding accounts receivable and accounts payable and, based on the Company’s cash on hand, expected collections from its customer and available sources of financing, believes that the Company has sufficient liquidity to fund its operations for at least the twelve months following the date these unaudited interim condensed consolidated financial statements are issued.
Bank borrowings
As of June 30, 2026, the Company had outstanding bank loans of HK$8.0 million (US$1.0 million) from Bank of China (Hong Kong) Limited, compared with a revolving bank loan of HK$3.0 million as of December 31, 2025. The loan outstanding as of December 31, 2025 carried an interest of 2.25% below Hong Kong dollar prime rate and was collateralized by a Hong Kong property jointly owned by Mr. Li Kin Shing (“Mr. Li”) and his spouse and a personal guarantee from Mr. Li. If such personal guarantee were to be withdrawn and no alternative credit support were obtained, the lender may require the Company to provide substitute collateral, amend the loan terms or repay the loan, which could affect the Company’s liquidity. The Company repaid that loan of HK$3.0 million on February 27, 2026 and drew down new loans of HK$5.0 million and HK$3.0 million on March 4, 2026 and March 25, 2026, respectively. These loans carried an interest of 1.5% below Hong Kong dollar prime rate and were repaid on September 4, 2026 and September 25, 2026, respectively, in accordance with the repayment schedule agreed with the bank.
Capital Expenditures
The Company had capital expenditures of HK$0.4 million (US$49,000) and HK$47,000 (US$6,000) for the six months ended June 30, 2026 and 2025, respectively. Our capital expenditures were mainly for office equipment. Management intends to fund future capital expenditures from working capital, bank borrowings, lease financing and other financings. The Company will continue to make capital expenditures as appropriate to support its business growth.
Off-Balance Sheet Arrangements
As of June 30, 2026, the Company had no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, and credit risk support or other benefits.
Critical Accounting Policies, Judgments and Estimates
Basis of Presentation
The consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”). Accordingly, these statements should be read in conjunction with the Company’s financial statements and note thereto as of and for the fiscal years ended December 31, 2025, 2024 and 2023 and six months period ended June 30, 2025.
Principle of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter- company transactions, if any, and balances due to, due from, long-term investment subsidiary, and registered paid in capital have been eliminated upon consolidation.
Business combinations and noncontrolling interests
The Company accounts for its business combinations using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805 “Business Combinations.” The cost of an acquisition is measured as the aggregate of the acquisition date fair value of the assets transferred to the sellers, liabilities incurred by the Company and equity instruments issued by the Company. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets acquired and liabilities assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total costs of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the acquisition date amounts of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the acquisition date amounts of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statements. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Subsequent to the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any further adjustments are recorded in the consolidated income statements.
For the Company’s non-wholly owned subsidiaries, a noncontrolling interest is recognized to reflect the portion of equity that is not attributable, directly, or indirectly, to the Company.
Use of Estimates and Assumptions
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s consolidated financial statements include the useful lives of property and equipment, the imputed interest rate of leases, impairment of long-lived assets, allowance for doubtful accounts, provision for contingent liabilities, revenue recognition, deferred taxes and uncertain tax position. Actual results could differ from these estimates.
Revenue Recognition
The Company elected to adopt Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606), effective as of October 1, 2019. Accordingly, the consolidated financial statements for the years ended December 31, 2025, and 2024 are presented under ASC 606. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company’s revenues are generated from the production and sales of premium personal care electric appliances (principally electrical hair styling products such as straighteners, curlers, trimmers, etc.) and toy products. This performance obligation is satisfied at a point of time and recognized in revenue upon the transfer of control of the goods to the customers. Interest income from banks is recognized when received.
Cost of Revenues
The cost of revenue primarily consists of the cost of raw materials, direct labor costs and factory overhead.
Value-Added Taxes (“VAT”)
The Hong Kong operations are not subject to the value-added tax. For the PRC operations, the PRC export revenue is not subject to VAT. VAT are charged for purchase of materials at 13% of which 13% is refundable. Revenues are presented net of applicable VAT.
Income Taxes
The Company accounts for income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted by the balance sheet date.
Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), which requires new disclosures to disaggregate prescribed natural expenses underlying any income statement caption. This ASU is effective for annual periods in fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The ASU applies on a prospective basis for periods beginning after the effective date. However, retrospective application to any or all prior periods presented is permitted. The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient in estimating credit losses for current accounts receivables and current contract assets arising from transactions accounted for under Topic 606 that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments in ASU 2025-05 are effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. This ASU did not have any material effect on the Company’s financial statements in the current period.
Exhibit 99.2
FENBO HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025 and June 30, 2026
INDEX
| F-1 |
FENBO HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(Amount in thousands, except for share and per share data or otherwise noted)
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | |||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Assets | ||||||||||||
| Current Assets | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Accounts receivable, net | ||||||||||||
| Inventories | ||||||||||||
| Prepaid expenses and other current assets | ||||||||||||
| Total current assets | ||||||||||||
| Property, plant and equipment, net | ||||||||||||
| Right-of-use assets | ||||||||||||
| Total non-current assets | ||||||||||||
| TOTAL ASSETS | ||||||||||||
| Liabilities | ||||||||||||
| Current liabilities | ||||||||||||
| Bank loan - current | ||||||||||||
| Accounts payable | ||||||||||||
| Other payables and accrued liabilities | ||||||||||||
| Lease liabilities - current | ||||||||||||
| Amount due to a related party | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Lease liabilities - non-current | ||||||||||||
| TOTAL LIABILITIES | ||||||||||||
| Commitments and contingencies | ||||||||||||
| Shareholders’ equity | ||||||||||||
| Class A ordinary shares, US$ par value; shares authorized, shares issued and outstanding at December 31, 2025 and June 30, 2026 | ||||||||||||
| Class B ordinary shares, US$ par value; shares authorized, shares issued and outstanding at December 31, 2025 and June 30, 2026 | ||||||||||||
| Additional paid-in capital | ||||||||||||
| Statutory reserve | ||||||||||||
| Retained earnings (accumulated losses) | ( | ) | ( | ) | ||||||||
| Accumulated other comprehensive income | ( | ) | ||||||||||
| Total shareholders’ equity | ||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
| F-2 |
FENBO HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSSES
(Amount in thousands, except for share and per share data or otherwise noted)
| 2025 | 2026 | 2026 | ||||||||||
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Revenues | ||||||||||||
| Cost of sales | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| Operating expenses: | ||||||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Other income (expenses) | ||||||||||||
| Exchange gain, net | ||||||||||||
| Interest income | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Government grant | ||||||||||||
| Other income, net | ||||||||||||
| Total other income (expenses), net | ( | ) | ( | ) | ( | ) | ||||||
| Loss before tax expense | ( | ) | ( | ) | ( | ) | ||||||
| Income tax expense | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Other comprehensive income | ||||||||||||
| Foreign currency translation gain, net of tax | ||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||
| Net loss per share attributable to ordinary shareholders | ||||||||||||
| Basic and diluted (cents) | ) | ) | ) | |||||||||
| Weighted average number of ordinary shares used in computing net loss per share | ||||||||||||
| Basic and diluted | ||||||||||||
| F-3 |
FENBO HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS’ EQUITY
(Amount in thousands, except for share and per share data or otherwise noted)
| Shares | Amount | Additional paid-in capital | Statutory reserve | Accumulated other comprehensive income | Retained earnings (accumulated losses) | Total equity | ||||||||||||||||||||||
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | |||||||||||||||||||||||
| As of January 1, 2025 | | ( | ) | |||||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||
| As of June 30, 2025 | ( | ) | ||||||||||||||||||||||||||
| As of January 1, 2026 | ( | ) | ||||||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||
| As of June 30, 2026 | ( | ) | ||||||||||||||||||||||||||
| F-4 |
FENBO HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amount in thousands, except for share and per share data, or otherwise noted)
| 2025 | 2026 | 2026 | ||||||||||
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Operating activities | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||
| Depreciation | ||||||||||||
| Change in operating assets and liabilities: | ||||||||||||
| Change in accounts receivable | ( | ) | ( | ) | ||||||||
| Change in inventories | ( | ) | ( | ) | ||||||||
| Change in prepaid expenses and other current assets | ||||||||||||
| Change in accounts payable | ( | ) | ||||||||||
| Change in other payables and accrued liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||||||
| Investing activities | ||||||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| Financing activities | ||||||||||||
| Repayment of bank loan | ( | ) | ( | ) | ||||||||
| Proceeds from bank loans | ||||||||||||
| Advances from (to) related parties | ( | ) | ||||||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||||||
| Net increase (decrease) in cash | ( | ) | ( | ) | ||||||||
| Effect on exchange rate change on cash | ||||||||||||
| Cash as of beginning of the period | ||||||||||||
| Cash as of the end of the period | ||||||||||||
| Supplementary Cash Flows Information | ||||||||||||
| Cash paid for interest | ||||||||||||
| Cash paid for taxes | ||||||||||||
| F-5 |
Notes
to the unaudited interim condensed consolidated financial statements
For the six months ended June 30, 2025 and 2026
1. General information
Fenbo Holdings Limited (the “Company”) was incorporated in the Cayman Islands on September 30, 2022 as an exempted company with limited liability. The Company conducts its primary operations of manufacture and production of premium personal care electronic appliance (such as electrical hair styling products such as hair dryers, straighteners, curlers, trimmers, etc.) through its indirectly held wholly owned subsidiaries.
Details of the Company and its subsidiaries (together the “Company” or the “Group”) are set out in the table as follows:
Schedule of company and its subsidiaries
| Name | Date of incorporation | Place of incorporation | Principal activities | |||
2. Basis of presentation
These unaudited interim condensed consolidated financial statements and footnotes have been prepared in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”). These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025.
The results of operations for the interim periods are not necessarily indicative of the results that might be expected for the future interim periods or the full year ending December 31, 2026.
Convenience
translation. Translations of the unaudited interim condensed consolidated balance sheet, statement of operations and comprehensive loss
and statement of cash flows from HK$ into US$ as of and for the six months ended June 30, 2026 are solely for the convenience of the
reader and were calculated at the rate of US$
Segment Reporting and Reporting Units — As of June 30, 2026, the Company operated in Hong Kong and the PRC through its subsidiaries, which were primarily engaged in the manufacture and sale of personal care electronic appliances.
Management determined that the Company functions as a single operating segment, and thus reports as a single reportable segment. This determination is based on rules prescribed by GAAP applied to the manner in which management operates the Company. The chief operating decision maker is responsible for allocating resources to its operations and assessing performance and obtains financial information, being the consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows, about the Company as a whole. The Company’s chief operating decision maker is its Chief Executive Officer.
Fair Value Measurements — Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are classified using the following hierarchy:
| ● | Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. | |
| ● | Level 2. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly through corroboration with observable market data. |
| F-6 |
| ● | Level 3. Inputs are unobservable for the asset or liability and include situations in which there is little, if any, market activity for the asset or liability. The inputs used in the determination of fair value are based on the best information available under the circumstances and may require significant management judgment or estimation. |
The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses reflected as current assets and current liabilities. Due to the short-term nature of these instruments, management considers their carrying value to approximate their fair value.
New accounting standards
We have evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board or other standards-setting bodies through the date of this report and do not believe the future adoption of any such standards will have a material impact on our consolidated financial statements.
Note 3 Accounts receivable, net
Accounts receivable, net consisted of the following:
Schedule of accounts receivable net
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Accounts receivable | ||||||||||||
| Allowance for doubtful accounts | ||||||||||||
| Total accounts receivable, net | ||||||||||||
Note 4 Inventories
Inventories consisted of the following:
Schedule of inventories
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Raw materials | ||||||||||||
| Work in progress | ||||||||||||
| Finished goods | ||||||||||||
| Total inventories | ||||||||||||
Note 5 Prepaid expenses and other current assets
Prepaid expenses and other current assets consisted of the following:
Schedule of prepayment deposit and other receivables
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Rental deposit | ||||||||||||
| VAT refundable | ||||||||||||
| Prepayment | ||||||||||||
| Income tax refundable | ||||||||||||
| Other receivables | ||||||||||||
| Prepaid expenses and other current assets | ||||||||||||
| F-7 |
Note 6 Property, plants and equipment, net
Schedule of property plants and equipment net
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Machinery & equipment | ||||||||||||
| Electronic equipment | ||||||||||||
| Office equipment | ||||||||||||
| Computer software | ||||||||||||
| Motor vehicles | ||||||||||||
| Total cost | ||||||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Net book value | ||||||||||||
Depreciation
expenses recognized for the six months ended June 30, 2025 and 2026 were HK$
Note 7 Right-of-use assets and operating lease liabilities
As of June 30, 2026, the Company had the following non-cancellable lease contracts:
Schedule of non-cancellable lease contracts
| Description of lease | Term | Imputed interest rate | ||||
| Director’s quarters, Kowloon, Hong Kong | % | |||||
| Office, Kowloon, Hong Kong | % | |||||
| Production plant and administration facility, Shenzhen, PRC | % | |||||
The following amounts were recognized in the consolidated balance sheets:
Schedule of condensed balance sheet
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Right-of-use assets | ||||||||||||
| Operating lease liabilities | ||||||||||||
| Current | ||||||||||||
| Non-current | ||||||||||||
| Total | ||||||||||||
| F-8 |
Future undiscounted lease payments as of June 30, 2026 are as follows:
Schedule of future undiscounted lease payments
| Year ending December 31, | HK$’000 | US$’000 | ||||||
| 2026 | ||||||||
| 2027 | ||||||||
| Future minimum operating lease payments | ||||||||
| Less: Imputed interest | ( | ) | ( | ) | ||||
| Total operating lease liabilities | ||||||||
Note 8 Other payables and accrued liabilities
Other payables and accrued liabilities consisted of the following:
Schedule of other payables and accrued liabilities
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| December 31, 2025 | June 30, 2026 | |||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Accrued salary | ||||||||||||
| Other payables | ||||||||||||
| Total | ||||||||||||
Note 9 Credit facilities
As of June 30, 2026 and December 31, 2025, bank loan consisted of the following:
Schedule of bank loan
| Bank Name | Nature of Loan | December 31, 2025 | June 30, 2026 | |||||||
| HK$’000 | HK$’000 | |||||||||
| Bank of China (Hong Kong) | Revolving loan(1) | |||||||||
| Total | ||||||||||
| (1) |
Interest
expenses incurred from bank borrowings were HK$
| F-9 |
Note 10 Related party balances and transactions
Related party balances
The related party balances consisted of the following:
Schedule of related party balances
| Name | Relationship | Nature | Classification | December 31, 2025 (HK$’000) | June 30, 2026 (HK$’000) | June 30, 2026 (US$’000) | ||||||||||||
| Mr. Li | Former sole shareholder and executive director | Advance from a former sole shareholder | Amounts due to related parties | |||||||||||||||
| Mr. Chiu Yat Chung Gary | Former senior management | Advance from a former senior management | Amounts due to related parties | |||||||||||||||
| Mr. Li Siu Lun, Allan | Senior management | Advance from a member of senior management | Amounts due to related parties | |||||||||||||||
| Total amounts due to related parties | ||||||||||||||||||
The above amounts are unsecured, non-interest bearing and repayable on demand.
Related party transactions (Guarantees)
The related parties made guarantees to the Company in relation to all the bank borrowings of the Group. Please refer to the Note 9 for details of each guarantee made by the related parties in relation to all the bank borrowings of the Group as of June 30, 2026 and December 31, 2025.
Related party transactions (Sale / lease of properties)
The Company entered into the following rental agreement with a related party for a director quarter situated in Hong Kong:
Schedule of rental agreement with related party
| Premises | Relationship with the lessor | Rental
payment for (HK$’000) | Rental
payment for (HK$’000) | Rental
payment for (US$’000) | ||||||||||
| Director’s quarters | Lessor is a company owned by Mr. Li and his spouse | |||||||||||||
| Hong Kong office | Lessor is Mr. Li and his spouse | |||||||||||||
Fenbo
Industries entered into a lease agreement with Mr. Li to lease from Mr. Li the office for an initial term of two (
Fenbo
Industries entered into a lease agreement with a company owned by Mr. and Mrs. Li for the lease of a director’s quarters for an
initial term of two (
| F-10 |
Note 11 Employee benefits government plan
The Company participates in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. PRC labor regulations require the Company to pay to the local labor bureau a monthly contribution calculated at a stated contribution rate based on the basic monthly compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond its monthly contribution.
Note 12 Income taxes
The provision for income taxes consists of the following:
Schedule of provision income taxes
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Current tax | ||||||||||||
| - Hong Kong | ||||||||||||
| - Other countries | ||||||||||||
Reconciliations between the provision for income taxes computed by applying the Hong Kong profits tax to income before income tax expense are as follows:
Schedule of reconciliation of income before income tax expense
| 2025 | 2026 | 2026 | ||||||||||
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Loss before income tax | ( | ) | ( | ) | ( | ) | ||||||
| Provision for income taxes at Hong Kong profits tax rates of 16.5% | ( | ) | ( | ) | (105 | ) | ||||||
| Effect of different tax rates available to different jurisdictions | ( | ) | ( | ) | (17 | ) | ||||||
| Non-deductible expenses and non-taxable income, net | - | |||||||||||
| Under provision from prior year | - | |||||||||||
| Tax loss impaired | 122 | |||||||||||
| Income tax expense | ||||||||||||
Cayman Islands
The Company was incorporated in the Cayman Islands and is not subject to tax on income or capital gains under the laws of Cayman Islands. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.
| F-11 |
British Virgin Islands
RLHL is incorporated in the British Virgin Islands and not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.
Hong Kong
Fenbo
Industries and Able Industries are incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported
in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws.
PRC
Fenbo
SZ is governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the
applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof.
Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), Chinese enterprises are subject to income tax at a rate
of
Note 13 Shareholders’ equity
Ordinary shares
The
Company was established under the laws of Cayman Islands on September 30, 2022 with authorized share capital of US$
Change in the Company’s Authorized Share Capital
By
a special resolution passed on the Company’s extraordinary general meeting on September 29, 2025, the Company’s authorized
share capital changed from US$
Re-designation and Re-classification of the Company’s Ordinary Shares
By a special resolution passed on the Company’s extraordinary general meeting on September 29, 2025, the Company’s ordinary shares be re-designated and re-classified as follows:
| a) | the issued ordinary share of par value of US$ each in the capital of the Company registered in the name of Luxury Max Investments Limited be redesignated as issued class B ordinary shares of US$ each (the “Class B Ordinary Shares”), having 20 votes each Class B ordinary share. | |
| b) | the remaining issued ordinary shares of par value of US$ each in the capital of the Company registered in the names of various shareholders be redesignated as issued class A ordinary shares of US$ each (the “Class A Ordinary Shares”), having one vote each Class A ordinary share. | |
| c) | the authorized but unissued ordinary shares of par value of US$ each in the capital of the Company be redesignated as authorized but unissued Class A Ordinary Shares. | |
| d) | the authorized but unissued ordinary shares of par value of US$ each in the capital of the Company be redesignated as authorized but unissued Class B Ordinary Shares. | |
| e) | the authorized but unissued preference shares of par value of US$ each in the capital of the Company be redesignated as authorized but unissued Class B Ordinary Shares. |
| F-12 |
Statutory reserves
In accordance with the relevant PRC laws and regulations, the Group’s subsidiaries in the PRC are required to provide for certain statutory reserves, which are appropriated from net profit as reported in accordance with PRC accounting standards. The Group’s subsidiaries in the PRC are required to allocate at least 10% of their after-tax profits to the general reserve until such reserve has reached 50% of their respective registered capital. Appropriations to other types of reserves in accordance with relevant PRC laws and regulations are to be made at the discretion of the board of directors of each of the Group’s subsidiaries in the PRC. The statutory reserves are restricted from being distributed as dividends under PRC laws and regulations.
Schedule of net income (loss) per share
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Basic and diluted loss per share | ||||||||||||
| Numerator: | ||||||||||||
| Net loss for the period attributable to the Company’s ordinary shareholders | ( | ) | ( | ) | ( | ) | ||||||
| Denominator: | ||||||||||||
| Weighted average number of basic and diluted ordinary shares outstanding | ||||||||||||
| Weighted average number of basic and diluted ordinary shares used in calculating loss per share | ||||||||||||
| Basic and diluted net loss per share (cents) | ) | ) | ) | |||||||||
Note 15 Commitments and Contingencies
Lease Commitments
The Company entered into leases for production plant in the PRC, Hong Kong office and director’s quarters. Please refer to Note 7 for details.
Contingencies
There were no contingencies identified as at December 31, 2025 and June 30, 2026.
Note 16 Restricted net assets
PRC laws and regulations permit payments of dividends by the Company’s subsidiaries incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, the Company’s subsidiaries incorporated in the PRC are required to annually appropriate 10% of their net income to the statutory reserve prior to payment of any dividends, unless the reserve has reached 50% of their respective registered capital. Furthermore, registered share capital and capital reserve accounts are also restricted from distribution. As a result of the restrictions described above and elsewhere under PRC laws and regulations, the Company’s subsidiaries incorporated in the PRC are restricted in their ability to transfer a portion of their net assets to the Company in the form of dividends. Except for the above or disclosed elsewhere, there is no other restriction on the use of proceeds generated by the Company’s subsidiaries to satisfy any obligations of the Company.
Note 17 Subsequent Events
The Company evaluated all events and transactions that occurred after June 30, 2026, through the date these unaudited interim condensed consolidated financial statements were issued. Other than the events described below, there were no material subsequent events that require disclosure in these consolidated financial statements.
The Company received a notice dated July 27, 2026 from the Listing Qualifications Department of The Nasdaq Stock Market LLC stating that the minimum bid price per share of its ordinary shares had been below US$ for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). The Company has until January 25, 2027 to regain compliance.
On
July 31, 2026, the shareholders of the Company approved, by special resolutions, an increase in
Subsequent to June 30, 2026, the Company repaid bank
loans of HK$
On August 19, 2026, Wang Zhiyong and Zhang Peng resigned as directors of the Company, and Li Xiang and Liu Zhenyu were appointed as independent non-executive directors.
| F-13 |