SFHG 6-K
SAMFINE CREATION HOLDINGS GROUP Ltd (SFHG)
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 2025
Commission File Number
(Registrant’s Name)
Flat B, 8/F, Block 4
Kwun Tong Industrial Centre
436-446 Kwun Tong Road
Kwun Tong, Kowloon
Hong Kong
(Address of principal executive office)
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 ☐
Financial Statements and Exhibits
Set forth in this report are the registrant’s Unaudited Interim Condensed Consolidated Financial Statements and the related notes thereto, in each case as of and for the six months ended June 30, 2025. The earning release attached as Exhibit 99.1 includes additional information regarding the foregoing and is incorporated by reference.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Earning Release, dated as of October 30, 2025. | |
| 101.INS | Inline XBRL Instance Document - this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | Cover Page Interactive Data File (embedded within the Inline IXBRL document) |
1
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.
| SAMFINE CREATION HOLDINGS GROUP LIMITED | ||
| By: | /s/ Wing Wah Cheng, Wayne | |
| Name: | Wing Wah Cheng, Wayne | |
| Title: | Chairman of the Board, Executive Director and Chief Executive Officer | |
Date: October 30, 2025
2
SAMFINE CREATION HOLDINGS GROUP LIMITED AND ITS SUBSIDIARIES
INDEX TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
INDEX
F-1
SAMFINE CREATION HOLDINGS GROUP LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2024 AND JUNE 30, 2025
| As of December 31, 2024 | As of June 30, 2025 | As of June 30, 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| ASSETS | ||||||||||||
| CURRENT ASSETS | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Restricted cash | ||||||||||||
| Accounts receivable, net | ||||||||||||
| - Third parties | ||||||||||||
| - Related party | ||||||||||||
| Prepayments and other current assets | ||||||||||||
| Investment in life insurance contract, net | ||||||||||||
| Inventories, net | ||||||||||||
| Total current assets | ||||||||||||
| NON-CURRENT ASSETS | ||||||||||||
| Plant and equipment, net | ||||||||||||
| Intangible assets, net | ||||||||||||
| Prepayments | ||||||||||||
| Prepayment for acquisition of plant and equipment | ||||||||||||
| Operating lease right-of-use assets, net | ||||||||||||
| Investment in life insurance contract, net | ||||||||||||
| Deferred tax asset | ||||||||||||
| Total non-current assets | ||||||||||||
| Total assets | ||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
| CURRENT LIABILITIES | ||||||||||||
| Accounts and bills payables | ||||||||||||
| Accruals and other payables | ||||||||||||
| Bank and other borrowings | ||||||||||||
| Due to related parties | ||||||||||||
| Operating lease liabilities | ||||||||||||
| Total current liabilities | ||||||||||||
| NON-CURRENT LIABILITIES | ||||||||||||
| Bank and other borrowings | ||||||||||||
| Deferred tax liabilities | ||||||||||||
| Operating lease liabilities | ||||||||||||
| Total non-current liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| COMMITMENTS AND CONTINGENCIES (Note 18) | ||||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||
| Ordinary shares: US$ | ||||||||||||
| Class A Ordinary shares: US$ | ||||||||||||
| Class B Ordinary shares: US$ | ||||||||||||
| Additional paid-in capital | ||||||||||||
| Statutory reserve | ||||||||||||
| Accumulated other comprehensive income | ||||||||||||
| Retained earnings (accumulated losses) | ( | ) | ( | ) | ||||||||
| Total shareholders’ equity | ||||||||||||
| Total liabilities and shareholders’ equity | ||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-2
SAMFINE CREATION HOLDINGS GROUP LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025
| Six months ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| REVENUE | ||||||||||||
| COST OF REVENUE | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| OPERATING EXPENSES | ||||||||||||
| Selling and marketing | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ||||||
| Total expenses | ( | ) | ( | ) | ( | ) | ||||||
| INCOME (LOSS) FROM OPERATION | ( | ) | ( | ) | ||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||
| Interest income | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Other income | ||||||||||||
| Other gain, net | ||||||||||||
| Total other income, net | ||||||||||||
| INCOME (LOSS) BEFORE INCOME TAX EXPENSE | ( | ) | ( | ) | ||||||||
| INCOME TAX (EXPENSE) INCOME | ( | ) | ||||||||||
| NET INCOME (LOSS) | ( | ) | ( | ) | ||||||||
| FOREIGN CURRENCY TRANSLATION ADJUSTMENT | ( | ) | ( | ) | ( | ) | ||||||
| TOTAL COMPREHENSIVE INCOME (LOSS) | ( | ) | ( | ) | ||||||||
| Weighted average number of ordinary shares: | ||||||||||||
| Basic and diluted | ||||||||||||
| EARNINGS (LOSS) PER SHARE: | ||||||||||||
| BASIC AND DILUTED | ( | ) | ( | ) | ||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-3
SAMFINE CREATION HOLDINGS GROUP LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025
| Ordinary shares | Accumulated | Retained | ||||||||||||||||||||||||||
| No. of Shares | Amount | Additional Paid-in | Statutory Reserve | Other | Earnings (Accumulated Losses) | Total
Equity | ||||||||||||||||||||||
| HK$ | HK$ | HK$ | HK$ | HK$ | HK$ | |||||||||||||||||||||||
| BALANCE, January 1, 2024 (Audited) | ||||||||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||||||
| Foreign currency translation | — | ( | ) | ( | ) | |||||||||||||||||||||||
| BALANCE, June 30, 2024 (Unaudited) | ||||||||||||||||||||||||||||
| BALANCE, January 1, 2025 (Audited) | ||||||||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation | — | ( | ) | ( | ) | |||||||||||||||||||||||
| BALANCE, June 30, 2025 (Unaudited) | ( | ) | ||||||||||||||||||||||||||
| BALANCE,
June 30, 2025 (US$) (Unaudited) | ( | ) | ||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-4
SAMFINE CREATION HOLDINGS GROUP LIMITED AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025
| Six months ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Cash flows from operating activities | ||||||||||||
| Net income (loss) | ( |
) | ( |
) | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | ||||||||||||
| Depreciation of plant and equipment | ||||||||||||
| Amortization of intangible assets | ||||||||||||
| Allowance for expected credit losses, net | ||||||||||||
| Loss (gain) on disposal of plant and equipment | ( |
) | ( |
) | ||||||||
| Deferred income tax | ( |
) | ( |
) | ||||||||
| Changes in operating assets and liabilities | ||||||||||||
| Accounts receivable | ( |
) | ( |
) | ( |
) | ||||||
| Prepayments | ( |
) | ||||||||||
| Inventories | ( |
) | ||||||||||
| Accounts and bills payables | ( |
) | ( |
) | ||||||||
| Accruals and other payables | ( |
) | ( |
) | ||||||||
| Tax payable | ( |
) | ||||||||||
| Net cash generated from (used in) operating activities | ( |
) | ( |
) | ||||||||
| Cash flows from investing activities | ||||||||||||
| Purchase of plant and equipment | ( |
) | ( |
) | ( |
) | ||||||
| Prepayment for acquisition of plant and equipment | ( |
) | ( |
) | ( |
) | ||||||
| Proceeds from disposal of plant and equipment | ||||||||||||
| Advances to a related party | ( |
) | ||||||||||
| Net cash used in investing activities | ( |
) | ( |
) | ( |
) | ||||||
| Cash flows from financing activities | ||||||||||||
| Proceeds from bank and other borrowings | ||||||||||||
| Repayment for bank and other borrowings | ( |
) | ( |
) | ( |
) | ||||||
| Repayment of a finance lease liability | ( |
) | ||||||||||
| Advance from a related party | ||||||||||||
| Repayment to a related party | ( |
) | ( |
) | ( |
) | ||||||
| Deferred offering costs | ( |
) | ||||||||||
| Net cash (used in) generated from financing activities | ( |
) | ||||||||||
| Net increase (decrease) in cash and cash equivalents | ( |
) | ( |
) | ||||||||
| Cash and cash equivalents at the beginning of the period | ||||||||||||
| Restricted cash at the beginning of the period | ||||||||||||
| Cash and cash equivalents and restricted cash at the beginning of the period | ||||||||||||
| Cash and cash equivalents at the end of the period | ||||||||||||
| Restricted cash at the end of the period | ||||||||||||
| Cash and cash equivalents and restricted cash at the end of the period | ||||||||||||
| Supplementary cash flows information | ||||||||||||
| Interest received | ||||||||||||
| Interest paid | ( |
) | ( |
) | ( |
) | ||||||
| Income tax paid | ( |
) | ( |
) | ( |
) | ||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-5
SAMFINE CREATION HOLDINGS GROUP LIMITED AND ITS SUBSIDIARIES
NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Business Background
Samfine Creation Holdings Group Limited (the “Company,” or “SFHG”), through its wholly-owned subsidiaries (collectively, the “Group”), is engaged in commercial printing services in Hong Kong and the People’s Republic of China (the “PRC”).
SFHG is a holding company incorporated on January 20, 2022 under the Cayman Island law. The Company has no substantial operations other than holding all of the outstanding share capital of New Achiever Ventures Limited (“New Achiever”) which was incorporated in the British Virgin Islands (“BVI”) under the BVI law on January 13, 2022. New Achiever is also a holding company holding of all the equity interest of Samfine Creation Limited (“Samfine HK”), a Hong Kong Company incorporated on March 12, 1997, which is a commercial printing services provider. Samfine Printing (Shenzhen) Co., Limited (“Samfine SZ”) incorporated in the PRC on February 5, 1993, which is wholly owned by Samfine HK, is principally engaged in the provision of commercial printing services. Shenzhen Samfine Cloud Printing Technology Limited (“Samfine SZ Technology”) incorporated in the PRC on April 21, 2021, which is a wholly owned subsidiary of Samfine SZ, is principally engaged in printing and trading of personalized printing products.
The unaudited interim condensed consolidated financial statements reflect the activities of each of the following entities:
| Name | Background | % of Ownership | ||
| SFHG or the Company | — Incorporated in the Cayman Island — Incorporated on January 20, 2022 — Holding company | |||
| New Achiever | — Incorporated in the BVI — Incorporated on January 13, 2022 — Intermediate holding company — Investment holding | |||
| Samfine HK | — Incorporated in Hong Kong — Incorporated on March 12, 1997 — Provision of commercial printing services | |||
| Samfine SZ | — Incorporated in the PRC — Established on February 5, 1993 — Provision of commercial printing services | |||
| Samfine SZ Technology | — Incorporated in the PRC — Incorporated on April 21, 2021 — Printing and trading of personalized printing products |
F-6
2. Summary of Significant Accounting Policies and Practices
Basis of presentation
The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission. The results of operations for the six months ended June 30, 2025 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2025. Accordingly, these statements should be read in conjunction with the Company’s audited financial statements and note thereto as of and for the years ended December 31, 2023 and 2024.
Principles of consolidation
The unaudited interim condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company transactions and balances are eliminated upon consolidation.
Use of estimates and assumptions
The preparation of unaudited interim condensed 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, related disclosures of contingent assets and liabilities as of the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Significant accounting estimates include, but not limited to, useful life of plant and equipment, impairment of obsolete inventories, allowance for expected credit losses against financial assets, investment in life insurance contract and allowance for deferred tax assets. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the unaudited interim condensed consolidated financial statements.
Earnings (loss) per share
Basic earnings (loss) per share is computed by dividing net income (loss) attributable to the holders of ordinary shares by the weighted average number of ordinary shares outstanding during period presented. Diluted income (loss) per share is calculated by dividing net income (loss) attributable to the holders of ordinary shares as adjusted for the effect of dilutive ordinary share equivalents, if any, by the weighted average number of ordinary shares and dilutive ordinary share equivalents outstanding during the period. However, ordinary share equivalents are not included in the denominator of the diluted earnings (loss) per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded.
Functional currency and foreign currency translation
The Company uses Hong Kong dollars (“HK$”) as its reporting currency. The functional currency of the Company and its subsidiaries incorporated in the Cayman Islands and BVI is United States dollars (“US$”). The functional currency of its Hong Kong subsidiary is HK$, and the functional currency of its PRC subsidiaries is the Renminbi (the “RMB”). The determination of the respective functional currency is based on the criteria of Accounting Standards Codification (“ASC”) 830, Foreign Currency Matters.
Transactions denominated in currencies other than functional currency are translated into functional currency at the exchange rates quoted by authoritative banks prevailing at the dates of the transactions. Exchange gains and losses resulting from those foreign currency transactions denominated in a currency other than the functional currency are recorded as other income (loss), net in the unaudited interim condensed consolidated statements of operations.
F-7
2. Summary of Significant Accounting Policies and Practices (cont.)
Functional currency and foreign currency translation (cont.)
The unaudited interim condensed consolidated financial statements of the Company are translated from the functional currency into HK$. Assets and liabilities are translated at the exchange rates at the balance sheet date. Equity accounts other than earnings generated in the current period are translated into HK$ using the appropriate historical rates. Revenue and 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 in the unaudited interim condensed consolidated statements of comprehensive income (loss).
Convenience translation
Translations of balances in the unaudited interim condensed consolidated
balance sheets, unaudited interim condensed consolidated statements of operations and comprehensive income (loss), unaudited interim condensed
consolidated statements of changes in shareholders’ equity and unaudited interim condensed consolidated statements of cash flows
from HKD into US$ as of June 30, 2025 are solely for the convenience of the readers and are calculated at the rate of US$
Cash and cash equivalents
Cash primarily consists of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. The Company maintains its bank accounts in Hong Kong and the PRC.
Restricted cash
Cash and time deposits that are restricted as to withdrawal for use or pledged as security is reported separately as restricted cash. The restricted cash primarily represents deposits pledged to banks to secure the bills repayable which have a maximum length of eight months.
Accounts receivable and allowance for expected credit loss
Accounts receivable represents amounts invoiced and revenue recognized prior to invoicing when the Company has satisfied its performance obligation and has the unconditional right to payment, which are recorded net of allowance for expected credit losses on such receivables. The credit term is negotiable with different customers which is generally within 90 days after delivery of products are completed.
The expected credit losses charged are classified as “General and administrative expenses” in the unaudited interim condensed consolidated statements of operations and comprehensive income (loss). In determining the amount of expected credit losses, the Company considers historical collectability based on past due status, age of the accounts receivable balances, credit quality of the customers based on ongoing credit evaluations, as well as reasonable and supportable forecasts of future losses. Accounts receivable are written off after all collection efforts have ceased.
Prepayments
Prepayments are cash deposited or advanced to suppliers or vendors for the purchase of goods or services. This amount is refundable and bears no interest. Deposits consist of (i) security payments made to utilities companies and are refundable upon termination of services; (ii) security payments made to a lessor for the Company’s office lease agreement. The security deposit will be refunded to the Company upon the termination or expiration of the lease agreement as well as the delivery of the vacant leased properties to the lessor by the Company; and (iii) deposit to suppliers for services provision, which are refundable.
F-8
2. Summary of Significant Accounting Policies and Practices (cont.)
Investment in life insurance policy, net
The Company invests in corporate-owned life insurance policy. The Company accounts for the purchase of life insurance policy in accordance with ASC 325-30, Investment in Insurance Contracts, which requires the Company to use either the investment method or the fair value method. The election is made on an instrument-by-instrument basis and is irrevocable. The Company has elected to account for all of its life insurance policy using the investment method.
Under the investment method, the Company recognizes the initial investment at the transaction price plus all initial direct external costs. Continuing costs (payments of policy premiums and direct external costs, if any) necessary to keep the policy in force are capitalized. Gain recognition is deferred until the death of the insured. At that time the Company recognizes in net income (or other applicable performance indicator) the difference between the carrying amount of the investment and the policy proceeds. The Company is required to test the investment for impairment upon the availability of new or updated information that indicates that, upon the death of the insured, the expected proceeds from the insurance policy may not be sufficient for the investor to recover the carrying amount of the investment plus anticipated gross future premiums (undiscounted for the time value of money) and capitalizable external direct costs, if any. Indicators to be considered include, but are not limited to a change in the life expectancy of the insured and a change in the credit standing of the insurer. As a result of performing an impairment test, if the undiscounted expected cash inflows (the expected proceeds from the policy) are less than the carrying amount of the investment plus the undiscounted anticipated gross future premiums and capitalizable external direct costs, an impairment loss is recognized.
Inventories, net
Inventories, which are primarily
comprised of raw materials, work-in-progress and finished goods for sale, are stated at the lower of cost or net realizable value, using
the weighted average method. As of December 31, 2024 and June 30, 2025, the Company recognized impairment for obsolete inventories of
HK$
Plant and equipment, net
Property and equipment are
stated at cost less accumulated depreciation and impairment if applicable. Depreciation is computed using the straight-line method after
consideration of the estimated useful lives. The Company maintains a salvage value of
| Estimated Useful Life | ||
| Plant machineries | ||
| Motor Vehicles | ||
| Office equipment |
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the unaudited interim condensed consolidated statements of operations and comprehensive income (loss). Expenditure for maintenance and repairs is charged to earnings as incurred, while additions, renewals and betterment, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
F-9
2. Summary of Significant Accounting Policies and Practices (cont.)
Intangible assets, net
Intangible assets that are acquired are stated at cost less accumulated
amortization (where the estimated useful life is finite) and accumulated impairment losses. Amortization is calculated by writing off
the cost of intangible assets with finite useful lives using straight-line method over their estimated useful lives and is generally recognized
in the unaudited interim condensed consolidated statements of operations and comprehensive income (loss). Amortization methods and useful
lives are reviewed at each reporting date and adjusted if appropriate.
| Estimated Useful Life | ||
| Computer software | ||
| Patent |
Impairment for long-lived assets
Long-lived assets such as property and equipment, intangible assets with finite lives and operating lease right-of-use assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets or asset groups by comparing the carrying value of the assets or asset groups with an estimate of future undiscounted cash flows expected to be generated from the use of the assets or asset groups and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets or asset groups, the Group recognizes an impairment loss based on the excess of the carrying value of the assets or asset groups over the fair value of the assets or asset groups. As of December 31, 2024 and June 30, 2025, impairment of long-lived assets was recognized.
Contract liabilities
The Group recognizes a contract liability when the customer pays the consideration before the Group recognizes the related revenue or when the Group has an unconditional right to receive the consideration before the Group recognizes the related revenue, and in such case a corresponding receivable will be recognized.
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 the Company.
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 follow:
| ● | 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 unobserved and significant to the fair value. |
Financial instruments included in current assets and current liabilities are reported in the balance sheets at face value or cost because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest.
F-10
2. Summary of Significant Accounting Policies and Practices (cont.)
Leases
The Group adopts ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) for all periods presented, which supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.
The Group is a lessee of non-cancellable leases for workshop and staff dormitory. The Group determines if an arrangement is a lease at inception. A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lessee as an operating lease. As a result, both the lease of workshop and staff dormitory are currently classified as operating leases.
Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the implicit rate for the Group’s operating leases is not readily determinable, the Group uses its incremental borrowing rate, based on information available at the lease commencement date, to determine the present value of lease payments. The incremental borrowing rate represents the interest rate that the Group would pay to borrow an amount equivalent to the lease payments on a collateralized basis, over a similar term and in a comparable economic environment.
Lease terms used to calculate
the present value of lease payments generally include options to extend, renew, or terminate the lease, as the Group has reasonable certainty
at lease inception that these options will be exercised. The Group generally considers the economic life of its operating lease ROU assets
to be comparable to the useful life of similar owned assets. The Group has elected the short-term lease exception, therefore operating
lease ROU assets and liabilities do not include leases with a lease term of
Bank and other 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 unaudited interim condensed consolidated statements of operations and comprehensive income (loss) over the period of the borrowings using the effective interest method.
Employee benefit plan
Under Hong Kong Mandatory
Provident Fund Schemes Ordinance, an employer shall enroll their regular employees in Mandatory Provident Fund Schemes. Regular employees
are those who are at between 18 and 65 years of age and have been employed for consecutive 60 days or more. An employer is required to
make regular mandatory contributions at least
Full time employees of the PRC entities 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.
F-11
2. Summary of Significant Accounting Policies and Practices (cont.)
Related parties
The Company accounts for related party transactions in accordance with FASB Accounting Standards Codification (ASC) Topic 850 (Related Party Disclosures). A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.
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”). The Company derives revenue principally from the provision of commercial printing services. 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 are transferred to the customer. The Company recognizes revenue based on the consideration specified in the applicable agreement.
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; |
| 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. |
A contract contains a promise (or promises) to transfer goods or services to a customer. A performance obligation is a promise (or a group of promises) that is distinct. The transaction price is the amount of consideration a company expects to be entitled from a customer in exchange for providing the goods or services.
The unit of account for revenue recognition is a performance obligation (a good or service). A contract may contain one or more performance obligations. Performance obligations are accounted for separately if they are distinct. A good or service is distinct if the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and the good or service is distinct in the context of the contract. Otherwise, performance obligations are combined with other promised goods or services until we identify a bundle of goods or services that is distinct. Promises in contracts which do not result in the transfer of a good or service are not performance obligations, as well as those promises that are administrative in nature, or are immaterial in the context of the contract. The Company has addressed whether various goods and services promised to the customer represent distinct performance obligations. The Company applied the guidance of ASC Topic 606-10-25-16 through 18 in order to verify which promises should be assessed for classification as distinct performance obligations.
The transaction price is allocated to each performance obligation in the contract on the basis of the relative stand-alone selling prices of the promised goods or services. The individual standalone selling price of a good or service that has not previously been sold on a stand-alone basis, is determined based on the residual portion of the transaction price after allocating the transaction price to goods and/or services with observable stand-alone selling price.
F-12
2. Summary of Significant Accounting Policies and Practices (cont.)
Revenue recognition (cont.)
Transaction price is the amount of consideration in the contract to which the Company expect to be entitled in exchange for transferring the promised goods or services. Consideration payable to a customer is deducted from the transaction price if the Company do not receive a separate identifiable benefit from the customer.
Revenue may be recognized at a point in time or over time following the timing of satisfaction of the performance obligation. If a performance obligation is satisfied over time, revenue is recognized based on the percentage of completion reflecting the progress towards complete satisfaction of that performance obligation. Typically, performance obligation for products where the process is described as below, the performance obligation is satisfied at point in time.
The Company typically receives purchase orders from its customers which will set forth the terms and conditions including the transaction price, products to be delivered, terms of delivery, and terms of payment. The terms serve as the basis of the performance obligations that the Company must fulfil in order to recognize revenue. The key performance obligation is the delivery of the finished product to the customer at customer’s truck at the Company’s inventory warehouse or their specified location at which point title to that asset passes to the customer. The completion of this earning process is evidenced by a written customer acceptance indicating receipt of the product. Typical payment terms set forth in the purchase order ranges from 30 to 90 days from invoice date.
The transaction price does not include variable consideration related to returns or refunds as the Company’s contracts do not include provisions that allow for sales refunds or returns of products.
Following the adoption of ASC 606, the Company considered the guidance set forth in ASC 340-40, and determined that an asset would be recognized from costs incurred to fulfill a contract under ASC 340-40-25-5 only if those costs meet all of the following criteria:
| ● | The costs relate directly to a contract or an anticipated contract that the entity can specifically identify (for example, costs relating to services to be provided under the renewal of an existing contract or costs of designing an asset to be transferred under a specific contract that has not yet been approved). |
| ● | The costs generate or enhance resources of the entity that will be used in satisfying (or continuing to satisfy) performance obligations in the future. |
| ● | The costs are expected to be recovered. |
The Company elected to apply the practical expedient to recognize the incremental costs of obtaining a contract as an expense if the amortization period of the asset would have been one year or less.
Costs that relate directly to a contract include direct material, labor cost, subcontracting fee and allocated overhead including utilities, depreciation, and other overhead costs.
The Company elected to treat shipping and handling costs undertaken by the Company after the customer has obtained control of the related goods as a fulfilment activity and has been presented as transportation costs which is include in selling and marketing expenses.
F-13
2. Summary of Significant Accounting Policies and Practices (cont.)
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 including utilities, depreciation, and other overhead costs.
Selling and marketing expenses
Selling and marketing expenses
consist primarily of staff cost, transportation costs, customs expense, commission, rental expense, advertising expense and other expenses
related to the Company’s selling and marketing activities. During the six months ended June 30, 2024 and 2025, the Company incurred
shipping and handling costs which is characterized as transportation costs and customs expense totaling HK$
General and administrative expenses
General and administrative
expenses consist primarily of staff costs, including salaries and related social insurance costs for the Company’s operations and
support personnel, office rental and property management fees, repair and maintenance, depreciation, professional services fees, bank
charge, utilities, entertainment expense, office expense, low value consumables, motor vehicle expense and expenses related to general
operations as well as research and development costs in connection with the technology development for the commercial printing services.
Research and development expenses are charged to expense as incurred and have no alternative future uses in accordance with ASC 730, “Research
and Development”. During the six months ended June 30, 2024 and 2025, the Company incurred research and development cost totaling
HK$
Government grants
Government grants are recognized as income in other income, net or as a reduction of specific costs and expenses for which the grants are intended to compensate. Such amounts are recognized in the consolidated statements of operations upon receipt and when all conditions attached to the grants are fulfilled.
Income taxes
Current income taxes are recorded in accordance with the laws of the relevant tax jurisdictions.
Deferred income taxes are provided using the liability method. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset deferred tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle deferred tax liabilities and assets on a net basis or their deferred tax assets and liabilities will be realized simultaneously.
A valuation allowance is provided to reduce the amount of deferred income tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred income tax assets will not be realized. The effect on deferred income taxes arising from a change in tax rates is recognized in the consolidated statements of comprehensive loss in the period of change.
F-14
2. Summary of Significant Accounting Policies and Practices (cont.)
Income taxes (cont.)
The Group applies a “more likely than not” recognition threshold in the evaluation of uncertain tax positions. The Group recognizes the benefit of a tax position in its consolidated financial statements if the tax position is “more likely than not” to prevail based on the facts and technical merits of the position. Tax positions that meet the “more likely than not” recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. Unrecognized tax benefits may be affected by changes in interpretation of laws, rulings of tax authorities, tax audits, and expiry of statutory limitations. In addition, changes in facts, circumstances and new information may require the Group to adjust the recognition and measurement estimates in relation to individual tax positions. Accordingly, unrecognized tax benefits are periodically reviewed and re-assessed. Adjustments, if required, are recorded in the Group’s consolidated financial statements in the period in which the change that necessities the adjustments occur. The ultimate outcome for a particular tax position may not be determined with certainty prior to the conclusion of a tax audit and, in certain circumstances, a tax appeal or litigation process. The Group records interest and penalties related to unrecognized tax benefits (if any) in interest expenses and general and administrative expenses, respectively. As of June 30, 2025, the Group did not have any significant unrecognized uncertain tax positions.
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 has occurred 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. There were no material commitments or contingencies as of December 31, 2024 and June 30, 2025.
Recently issued accounting pronouncements
In November 2024, FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. The amendments require disaggregation disclosure for certain expense captions presented on the face of income statement, as well as additional disclosure about selling expenses. This guidance is effective for the Company for the year ending June 30, 2028 and interim reporting periods during the year ending June 30, 2029. The Company is evaluating the impact of the adoption of this guidance on its disclosures.
All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.
3. Segment information
ASC 280, “Segment
Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s
internal organizational structure as well as information about geographical areas, business segments and major customers in financial
statements for details on the Company’s business segments. The Company uses the “management approach” in determining
reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief
operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable
segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different products or
services. Based on management's assessment, the Company has determined that the production line for commercial printing is situated in
the PRC, while the major sales operations are located in Hong Kong. Since the majority (approximately
The following table shows disaggregated revenue by major merchandise categories for the six months ended June 30, 2024 and 2025, respectively:
| Six months ended June 30, | ||||||||||||||||||||||||
| 2024 | 2025 | |||||||||||||||||||||||
| HK$ | US$ | % | HK$ | US$ | % | |||||||||||||||||||
| Book products | | % | % | |||||||||||||||||||||
| Novelty and packaging products | % | % | ||||||||||||||||||||||
| % | % | |||||||||||||||||||||||
F-15
4. RESTRICTED CASH
Restricted cash was HK$
5. ACCOUNTS RECEIVABLE, NET
Accounts receivable, net is comprised of the following:
| As of December 31, 2024 | As of June 30, 2025 | |||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Accounts receivable | ||||||||||||
| - Third parties | ||||||||||||
| - Related party | ||||||||||||
| Allowance for expected credit losses, net | ( | ) | ( | ) | ( | ) | ||||||
| Total | ||||||||||||
Allowance for expected credit losses, net consists of the following:
| As of December 31, 2024 | As of June 30, 2025 | |||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Beginning balance | ||||||||||||
| Addition | ||||||||||||
| Reversal | ( | ) | ( | ) | ( | ) | ||||||
| Written-off | ( | ) | ||||||||||
| Exchange alignment | ( | ) | ||||||||||
| Ending balance | ||||||||||||
6. PREPAYMENTS AND OTHER CURRENT ASSETS
Prepayments and other current assets, net consist of the following:
| As of December 31, 2024 | As of June 30, 2025 | |||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Deposits | ||||||||||||
| Prepayments to suppliers | ||||||||||||
| Prepaid expenses (Note 1) | ||||||||||||
| Input VAT | ||||||||||||
| Others | ||||||||||||
| Total | ||||||||||||
| Less: non-current portion | ( | ) | ( | ) | ( | ) | ||||||
| Current portion | ||||||||||||
| Note 1: |
F-16
7. INVESTMENT IN LIFE INSURANCE CONTRACT, NET
Investment in life insurance contract, net consists of the following:
| As of December 31, 2024 | As of June 30, 2025 | |||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Investment in life insurance contract | ||||||||||||
| Allowance for expected credit losses | ||||||||||||
| Investment in life insurance contract, net | ||||||||||||
The Company entered into a life insurance contract with an insurance company to insure Mr. Wing Wah Cheng, Wayne (“Mr. Cheng”), the Chief Executive Director of the Company. The Company is the owner and beneficiary of the life insurance contract. The Company could terminate the policy at any time and receive cash back on the cash value of the policy at the date of withdrawal, which was determined by the premium payment plus accumulated interest earned and minus the accumulated insurance policy charges and surrender charges. As of June 30, 2025, the directors of the Company considered the Group will not terminate the life insurance contract within twelve months from the end of the reporting period and the balance is therefore classified as non-current assets.
8. INVENTORIES, NET
Inventories, net is comprised of the following:
| As of December 31, 2024 | As of June 30, 2025 | |||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Raw materials | ||||||||||||
| Work-in-progress | ||||||||||||
| Finished goods | ||||||||||||
| Inventories, net | ||||||||||||
9. PLANT AND EQUIPMENT, NET
Plant and equipment, net consists of the following:
| As of December 31, 2024 | As of June 30, 2025 | |||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Plant and machinery | ||||||||||||
| Motor vehicles | ||||||||||||
| Office equipment | ||||||||||||
| Total | ||||||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Plant and equipment, net | ||||||||||||
Depreciation expenses recognized
for the six months ended June 30, 2024 and 2025 were HK$
F-17
10. INTANGIBLE ASSETS, NET
Intangible assets, net consist of the following:
| As of December 31, 2024 | As of June 30, 2025 | |||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Software | ||||||||||||
| Patent | ||||||||||||
| Total | ||||||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ( | ) | ||||||
| Intangible assets, net | ||||||||||||
Amortization
expenses recognized for the six months ended June 30, 2024 and 2025 were HK$
11. ACCRUALS AND OTHER PAYABLES
Accruals and other payables consist of the following:
| As of December 31, 2024 | As of June 30, 2025 | |||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Payroll payable | ||||||||||||
| Accrued expenses | ||||||||||||
| Customer deposits | ||||||||||||
| Contract liabilities | ||||||||||||
| Other tax payables | ||||||||||||
| Others | ||||||||||||
| Total | ||||||||||||
Changes in the Group’s contract liabilities are presented as follows:
| As of December 31, 2024 | As of June 30, 2025 | |||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Beginning balance | ||||||||||||
| Addition | ||||||||||||
| Recognized as revenue | ( | ) | ( | ) | ( | ) | ||||||
| Exchange alignment | ||||||||||||
| Ending balance | ||||||||||||
F-18
12. BANK AND OTHER BORROWINGS
Outstanding balances of the bank and other borrowings as of December 31, 2024 and June 30, 2025 consisted of the following:
| As of December 31, 2024 | As of June 30, 2025 | |||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Bank borrowings: | ||||||||||||
| Guaranteed | ||||||||||||
| Collateralized and guaranteed | ||||||||||||
| Other borrowing | ||||||||||||
| Collateralized and guaranteed | ||||||||||||
| Less: current portion | ( | ) | ( | ) | ( | ) | ||||||
| Non-current portion | ||||||||||||
Bank and other borrowings as of December 31, 2024 and June 30, 2025 are as follows:
| Balance as at | ||||||||||||||||||||
| Lender | Maturity date | Currency | Effective interest rate | December 31, 2024 | June 30, 2025 | |||||||||||||||
| HK $ | HK $ | US$ | ||||||||||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||||||||||
| Floating-rate bank borrowings - Guaranteed: | ||||||||||||||||||||
| The Bank of East Asia Limited(i) | % | |||||||||||||||||||
| Bank of China(ii) | % | |||||||||||||||||||
| Bank of China(iii) | % | |||||||||||||||||||
| Bank of China(iv) | % | |||||||||||||||||||
| Shenzhen Rural Commercial Bank(v) | % | |||||||||||||||||||
| Floating-rate bank borrowings – Collateralized and guaranteed: | ||||||||||||||||||||
| The Bank of East Asia Limited(vi) | % | |||||||||||||||||||
| The Bank of East Asia Limited(vi) | % | |||||||||||||||||||
| Bank of Ningbo Co., Ltd(vii) | % | |||||||||||||||||||
| Bank of Ningbo Co., Ltd(viii) | % | |||||||||||||||||||
| Bank of Ningbo Co., Ltd(ix) | 05/2025 | % | ||||||||||||||||||
|
Floating-rate other borrowing – Collateralized and guaranteed: | ||||||||||||||||||||
| Ping An International Financial Leasing Co., Ltd.(x) | % | |||||||||||||||||||
| (i) |
F-19
12. BANK AND OTHER BORROWINGS (cont.)
| (ii) |
| (iii) |
| (iv) |
| (v) |
| (vi) |
| (vii) |
| (viii) |
| (ix) |
| (x) |
F-20
12. BANK AND OTHER BORROWINGS (cont.)
| Loan type in terms of currency (in HK$) - Unaudited | Carrying value | Within 1 year | 2027 | 2028 | ||||||||||||
| in HK$ | ||||||||||||||||
| In US$ | ||||||||||||||||
| in RMB | ||||||||||||||||
| June 30, 2025 | ||||||||||||||||
| Loan type in terms of currency (in US$) - Unaudited | Carrying value | Within 1 year | 2027 | 2028 | ||||||||||||
| in HK$ | ||||||||||||||||
| In US$ | ||||||||||||||||
| in RMB | ||||||||||||||||
| June 30, 2025 | ||||||||||||||||
| Loan type in terms of currency (in HK$) - Audited | Carrying value | Within 1 year | 2026 | 2027 | ||||||||||||
| in HK$ | ||||||||||||||||
| In US$ | ||||||||||||||||
| in RMB | ||||||||||||||||
| December 31, 2024 | ||||||||||||||||
F-21
13. LEASES
Operating leases as lessee
The operating leases of the Company primarily
consist of leases of plants and staff dormitory.
| As of December 31, 2024 | As of June 30, 2025 | |||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Assets | ||||||||||||
| Operating lease right-of-use assets, net | ||||||||||||
| Liabilities | ||||||||||||
| Operating lease liabilities, current | ||||||||||||
| Operating lease liabilities, non-current | ||||||||||||
| Total lease liabilities | ||||||||||||
The following table presents the maturity of the Group’s operating lease liabilities as of June 30, 2025:
| Operating lease payments | ||||||||
| HK$ | US$ | |||||||
| Six months ending December 31, 2025 | ||||||||
| Twelve months ending December 31, 2026 | ||||||||
| Twelve months ending December 31, 2027 | ||||||||
| Twelve months ending December 31, 2028 | ||||||||
| Twelve months ending December 31, 2029 | ||||||||
| Thereafter | ||||||||
| Total operating lease payments | ||||||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Present value of operating lease liabilities | ||||||||
Operating lease expense for
the six months ended June 30, 2024 and 2025 was HK$
Other supplemental information about the Group’s operating lease as follows:
| December 31, 2024 | June 30, 2025 | |||||||
| (Audited) | (Unaudited) | |||||||
| Weighted average incremental borrowing rate | % | % | ||||||
| Weighted average remaining lease term (years) | ||||||||
F-22
14. Related party balances and transactions
Relationships with related parties
| Name of related parties | Relationship with the Group | |
| Jiamei Cultural and Creative (Shenzhen) Co., Ltd (“Jiamei”) | ||
| Mr. Cheng | ||
| Mrs. Cheng | ||
| Mr. Zheng Hongrong |
(a)
| For the Six Months Ended June 30, | ||||||||||||||
| Name of related party | Transaction nature | 2024 | 2025 | |||||||||||
| HK$ | HK$ | US$ | ||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||
| Jiamei | Sales | |||||||||||||
| Mrs. Cheng | Rental expenses | |||||||||||||
| Mr. Cheng | Commission paid | |||||||||||||
| Mrs. Cheng | Commission paid | |||||||||||||
(b) Due from a related party
As of December 31, 2024 and June 30, 2025, the balance of amount due from a related party was as follows:
| Name of a related party | As of December 31, 2024 | As of June 30, 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Jiamei | ||||||||||||
The balance represents the account receivable of the sales of printing materials to Jiamei. These amounts were unsecured, interest-free and repayable on demand.
F-23
14. Related party balances and transactions (cont.)
(c) Due to related parties
As of December 31, 2024 and June 30, 2025, the balances of amounts due to related parties were as follows:
| Name of related parties | As of December 31, 2024 | As of June 30, 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Mr. Cheng(i) | ||||||||||||
| Mr. Cheng(ii) | ||||||||||||
| Mrs. Cheng(i) | ||||||||||||
| Mrs. Cheng(ii) | ||||||||||||
| (i) |
| (ii) |
15. INCOME TAX EXPENSE (INCOME)
Income tax
Cayman Islands
Under the current laws of the Cayman Islands, the Group is not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.
BVI
New Achiever is incorporated in the BVI and is not subject to tax on income or capital gains under current BVI law. In addition, upon payments of dividends by these entities to their shareholders, no BVI withholding tax will be imposed.
Hong Kong
Samfine HK is 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. The applicable tax rate is
PRC
The PRC subsidiaries are
incorporated under PRC law and, as such, are subject to PRC enterprise income tax on their taxable income in accordance with the relevant
PRC income tax laws. Pursuant to the PRC Enterprise Income Tax Law, a uniform
F-24
15. INCOME TAX EXPENSE (INCOME) (cont.)
PRC (cont.)
Dividends, interests, rent
or royalties payable by the Group’s PRC subsidiaries, to non-PRC resident enterprises, and proceeds from any such non-resident enterprise
investor’s disposition of assets (after deducting the net value of such assets) shall be subject to
Although there are undistributed earnings of the Company’s subsidiaries in the PRC that are available for distribution to the Company, the undistributed earnings of the Company’s subsidiaries located in the PRC are considered to be indefinitely reinvested, because the Company does not have any present plan to pay any cash dividends on its ordinary shares in the foreseeable future and intends to retain most of its available funds and any future earnings for use in the operation and expansion of its business. Accordingly, no deferred tax liability has been accrued for the PRC dividend withholding taxes that would be payable upon the distribution of those amounts to the Company as of December 31, 2024 and June 30, 2025.
Significant components of the provision for income taxes are as follows:
| For the six months ended June 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Current: | ||||||||||||
| Hong Kong | ||||||||||||
| PRC | ||||||||||||
| Deferred: | ||||||||||||
| Hong Kong | ( | ) | ( | ) | ||||||||
| PRC | ( | ) | ||||||||||
| ( | ) | ( | ) | |||||||||
| Income tax expense (income) | ( | ) | ( | ) | ||||||||
Deferred tax
The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of:
| Tax losses | Allowance for expected credit losses | Total | ||||||||||
| HK$ | HK$ | HK$ | ||||||||||
| As of January 1, 2024 | ||||||||||||
| Charged to the unaudited interim condensed consolidated statements of operations | ( | ) | — | ( | ) | |||||||
| As of June 30, 2024 (Unaudited) | ||||||||||||
| As of June 30, 2024 (US$) (Unaudited) | ||||||||||||
| As of January 1, 2025 | ||||||||||||
| Credited to the unaudited interim condensed consolidated statements of operations | — | |||||||||||
| As of June 30, 2025 (Unaudited) | ||||||||||||
| As of June 30, 2025 (US$) (Unaudited) | ||||||||||||
Movements of deferred tax asset were as follows:
| As of December 31, 2024 | As of June 30, 2025 | |||||||||||
| HK$ | HK$ | US$ | ||||||||||
| (Audited) | (Unaudited) | (Unaudited) | ||||||||||
| Deferred tax asset: | ||||||||||||
| Beginning balance | ||||||||||||
(Utilized)/recognised | ( | ) | ||||||||||
| Ending balance | ||||||||||||
The management believes the Company will be able to full utilize the assets in the foreseeable future.
F-25
16. riskS AND UNCERTAINTIES
Concentration of credit risk
Financial instruments that potentially expose the Group to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable, net.
The Group places its cash in various commercial banks in the PRC and Hong Kong. The Group believes that no significant credit risk exists as these banks are principally government-owned financial institutions with high credit ratings.
The Group deposits its cash
with reputable banks located in the PRC and Hong Kong. As of December 31, 2024 and June 30, 2025, HK$
Accounts receivable primarily comprises of amounts receivable from the clients. To reduce credit risk, the Company performs on-going credit evaluations of the financial condition of these service clients. The Company establishes a provision for credit losses based upon estimates, factors surrounding the credit risk of specific clients and other information.
Customer concentration risk
For the six months ended
June 30, 2024, three customers accounted for
As of December 31, 2024,
three customers accounted for
Vendor concentration risk
For the six months ended
June 30, 2024, no vendor accounted for more than 10% of the Group’s total purchases. For the six months ended June 30,
2025, one vendor accounted for
As of December 31, 2024,
two vendors accounted for
Interest rate risk
Fluctuations in market interest rates may negatively affect the Group’s financial condition and results of operations. The Group is exposed to floating interest rate risk on floating rate borrowings, and the risks due to changes in interest rates are not material. The Group has not used any derivative financial instruments to manage its interest risk exposure.
F-26
17. Shareholders’ equity
Ordinary shares
For the sake of undertaking
a public offering of the Company’s ordinary shares, the Company has performed a series of re-organizing transactions including
a share split of
On October 16, 2024, the
Company announced the closing of its initial public offering (“IPO”) of
On October 22, 2024, the
over-allotment option of
During the process of IPO
and over-allotment, the Company incurred an aggregate of approximately HK$
On May 13, 2025, the Company
held the extraordinary general meeting to approve: (a) the issued
Dividend distributions
During the six months ended June 30, 2024 and 2025, no interim dividend was declared nor paid.
18. COMMITMENTS AND CONTINGENCIES
Commitments
The Company’s commitments related to purchase of plant and machineries. Total commitments contracted for but not yet reflected in the unaudited interim condensed consolidated financial statements amounted to HK$ and HK million (approximately US million) as of December 31, 2024 and June 30 2025, respectively.
Contingencies
In the ordinary course of business, the Company may be subject to certain legal proceedings, claims, and disputes that arise from the business operations. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. As of June 30, 2025, the Company had no outstanding lawsuits nor claims.
19. SUBSEQUENT EVENTS
The Company evaluates all events and transactions that occurred after June 30, 2025 and up through October 30, 2025. Other than the event disclosed elsewhere in the unaudited interim condensed consolidated financial statements, there is no other material subsequent event occurred that would require recognition or disclosure in the Company’s unaudited interim condensed consolidated financial statements.
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