REF Holdings Limited

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1631)

INTERIM RESULTS ANNOUNCEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2021

The board (the “ Board ”) of directors (the “ Directors ”) of REF Holdings Limited (the “ Company ”) announces the unaudited condensed consolidated results of the Company and its subsidiaries (collectively referred to as the “Group”) for the six months ended 30 June 2021 (the “ Period ”). This announcement, containing the full text of the interim report of the Company for the six months ended 30 June 2021 (the “ 2021 Interim Report ”), complies with the relevant requirements of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on the Stock Exchange in relation to information to accompany preliminary announcements of interim results.

Condensed Consolidated Financial Statements

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the six months ended 30 June 2021

		Six months ended 30 June	Six months ended 30 June
		2021	2020
		HK$’000	HK$’000
	Notes	(unaudited)	(unaudited)
Revenue	4	77,190	83,253
Cost of services		(34,812)	(43,303)
Gross profit		42,378	39,950
Other gains and losses	6	(1,013)	(1,395)
Impairment losses under expected credit
loss model, net of reversal		996	(7)
Selling and distribution expenses		(6,549)	(6,021)
Administrative expenses		(25,726)	(18,940)
Finance costs	7	(195)	(600)
Profit before taxation		9,891	12,987
Taxation	8	(2,119)	(2,386)
Profit and total comprehensive income
for the period attributable to
owners of the Company	9	7,772	10,601
Earnings per share
— Basic and diluted (HK cents)	11	3.04	4.14

The accompanying notes form an integral part of these condensed consolidated financial statements.

Interim Report 2021 [| ] REF Holdings Limited

Condensed Consolidated Statement of Financial Position As at 30 June 2021

		As at	As at
		30 June	31 December
		2021	2020
		HK$’000	HK$’000
	Notes	(unaudited)	(audited)
Assets
Non-current assets
Plant and equipment	12	14,005	5,282
Right-of-use assets	13	45,564	9,567
Goodwill		1,982	1,982
Deferred tax assets	20	–	939
		61,551	17,770
Current assets
Trade receivables	14	33,086	20,940
Prepayments, deposits and
other receivables	15	9,742	8,499
Other current assets		1,257	965
Tax recoverable		2,001	3,137
Financial assets at fair value through
profit or loss	16	9,284	22,733
Bank balances and cash	17	107,775	186,487
		163,145	242,761
Current liabilities
Trade payables	18	2,833	3,837
Accruals and other payables	19	9,190	11,450
Lease liabilities	13	15,706	9,301
Contract liabilities		26,997	27,137
		54,726	51,725
Net current assets		108,419	191,036
Total assets less current liabilities		169,970	208,806

REF Holdings Limited[| ] Interim Report 2021

Condensed Consolidated Statement of Financial Position As at 30 June 2021

		As at	As at
		30 June	31 December
		2021	2020
		HK$’000	HK$’000
	Notes	(unaudited)	(audited)
Non-current liabilities
Lease liabilities	13	31,344	1,173
Deferred tax liabilities	20	21	–
		31,365	1,173
Net assets		138,605	207,633
Capital and reserves
Share capital	21	2,560	2,560
Reserves		136,045	205,073
Total equity attributable to owners of
the Company		138,605	207,633

Approved and authorised for issue by the Board on 20 August 2021 and signed on its behalf by:

Lau Man Tak Director

Kwok Kam Lai Director

The accompanying notes form an integral part of these condensed consolidated financial statements.

Interim Report 2021 [| ] REF Holdings Limited

Condensed Consolidated Statement of Changes in Equity For the six months ended 30 June 2021

	Attributable to owners of the Company
	Share capital Share premium Retained profits Total HK$’000 HK$’000 HK$’000 HK$’000
As at 1 January 2020 (audited) Profit and total comprehensive income for the period	2,560 41,233 196,774 240,567 – – 10,601 10,601
As at 30 June 2020 (unaudited)	2,560 41,233 207,375 251,168
As at 1 January 2021 (audited) Profit and total comprehensive income for the period Dividend paid (Note 10)	2,560 41,233 163,840 207,633 – – 7,772 7,772 – – (76,800) (76,800)
As at 30 June 2021 (unaudited)	2,560 41,233 94,812 138,605

The accompanying notes form an integral part of these condensed consolidated financial statements.

REF Holdings Limited[| ] Interim Report 2021

Condensed Consolidated Statement of Cash Flows

For the six months ended 30 June 2021

	Six months ended 30 June	Six months ended 30 June
	2021	2020
	HK$’000	HK$’000
	(unaudited)	(unaudited)
Cash flows from operating activities
Profit before taxation	9,891	12,987
Adjustments for:
Bank charges	7	6
Interest income	(480)	(1,769)
Interest on lease liabilities	188	594
Bad debt written off	427	–
Unrealised loss on fair value of financial assets at
fair value through profit or loss	430	4,281
Loss on disposal of financial assets at
fair value through profit or loss	1,091	–
Depreciation of plant and equipment	1,581	1,834
Depreciation of right-of-use assets	10,261	8,863
Allowance for expected credit losses in respect of
trade receivables, net of reversal	(996)	7
Loss on disposal of plant and equipment	3,086	–
Operating cash flows before movements in
working capital	25,486	26,803
Increase in trade receivables	(11,577)	(10,178)
(Increase)/decrease in prepayments,
deposits and other receivables	(1,243)	936
(Increase)/decrease in other current assets	(983)	1,013
(Decrease)/increase in trade payables	(313)	118
(Decrease)/increase in accruals and other payables	(2,260)	1,390
Decrease in contract liabilities	(140)	(3,570)
Cash generated from operations	8,970	16,512
Income taxes (paid)/refund	(23)	940
Interest paid	(7)	(6)
Net cash generated from operating activities	8,940	17,446

Interim Report 2021 [| ] REF Holdings Limited

Condensed Consolidated Statement of Cash Flows

For the six months ended 30 June 2021

	Six months ended 30 June	Six months ended 30 June
	2021	2020
	HK$’000	HK$’000
	(unaudited)	(unaudited)
Cash flows from investing activities
Proceeds from disposal of financial assets at
fair value through profit or loss	12,754	–
Proceeds from disposal of plant and equipment	11	–
Purchase of financial assets at
fair value through profit or loss	(826)	(10,057)
Purchase of plant and equipment	(13,401)	–
Placement of fixed deposits	–	(1,149,000)
Uplift of fixed deposits	–	1,217,240
Interest received	480	1,769
Net cash (used in)/generated from
investing activities	(982)	59,952
Cash flows from financing activities
Dividend paid	(76,800)	–
Capital element of lease rentals paid	(9,682)	(9,476)
Interest element of lease rentals paid	(188)	(594)
Net cash used in financing activities	(86,670)	(10,070)
Net (decrease)/increase in
cash and cash equivalents	(78,712)	67,328
Cash and cash equivalents at
the beginning of the period	186,487	14,011
Cash and cash equivalents at the end
of the period	107,775	81,339

REF Holdings Limited[| ] Interim Report 2021

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2021

1. GENERAL INFORMATION

The Company was incorporated in the Cayman Islands on 5 February 2014 as an exempted company with limited liability under the Companies Law (2011 Revision) (as consolidated and revised) of the Cayman Islands. Its immediate holding company is Jumbo Ace Enterprises Limited, a company incorporated in the British Virgin Islands (the “ BVI ”) and its ultimate holding company is Rising Luck Management Limited, a company incorporated in the BVI. Its ultimate controlling party is Mr. Lau Man Tak (“ Mr. Lau ”), who is also the chairman and non-executive director of the Company. The Company has been registered as a non-Hong Kong company under Part 16 of the Hong Kong Companies Ordinance (Cap. 622) since 12 March 2014. The Company’s issued shares are listed on the Main Board of the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

The address of the Company’s registered office is Windward 3, Regatta Office Park, PO Box 1350, Grand Cayman, KY1-1108, Cayman Islands and the address of its headquarters, head office and principal place of business in Hong Kong has been changed to Units 5906–5912, 59th Floor, The Center, 99 Queen’s Road Central, Hong Kong with effect from 17 May 2021.

The Company is an investment holding company and its subsidiaries are principally engaged in the provision of financial printing services and investment holdings. The unaudited condensed consolidated financial statements for the six months ended 30 June 2021 are presented in Hong Kong dollars (“ HK$ ”) which is also the functional currency of the Company. All values are rounded to the nearest thousand (“ HK$’000 ”) except otherwise indicated.

Interim Report 2021 [| ] REF Holdings Limited

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2021

2. BASIS OF PREPARATION

The condensed consolidated financial statements have been prepared in accordance with the applicable disclosure provisions of the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”), including compliance with Hong Kong Accounting Standard (“ HKAS ”) 34, Interim financial reporting , issued by the Hong Kong Institute of Certified Public Accountants (the “ HKICPA ”). This interim report is unaudited but has been reviewed by the audit committee of the Company (the “ Audit Committee ”) and it was authorised for issue on 20 August 2021.

The condensed consolidated financial statements have been prepared in accordance with the same accounting policies adopted in the 2020 annual report, except for the changes in accounting policies that are expected to be reflected in the 2021 annual report. Details of any changes in accounting policies are set out in Note 3.

The preparation of the condensed consolidated financial statements in conformity with HKAS 34 requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year-to-date basis. Actual results may differ from these estimates.

This interim report contains condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2020 annual report. The condensed consolidated financial statements and notes thereto do not include all of the information required for full set of financial statements prepared in accordance with Hong Kong Financial Reporting Standards (“ HKFRSs ”).

The financial information relating to the financial year ended 31 December 2020 that is included in the interim report as comparative information does not constitute the Group’s annual financial statements for that financial year but is derived from those financial statements.

REF Holdings Limited[| ] Interim Report 2021

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2021

3. CHANGES IN ACCOUNTING POLICIES

APPLICATION OF AMENDMENTS TO HKFRSs

In the current period, the Group has applied the following amendments to HKFRSs issued by the HKICPA, for the first time, which are mandatorily effective for the annual period beginning on or after 1 January 2021 for the preparation of the condensed consolidated financial statements:

HKFRS 16 (Amendments)	Covid-19-Related Rent Concessions
	beyond 30 June 2021
HKFRS 9, HKAS 39, HKFRS 7,	Interest Rate Benchmark Reform
HKFRS 4 and HKFRS 16 (Amendments)	— Phase 2

The application of the amendments to HKFRSs in the current period had no material impact on the Group’s financial positions and performance for the current and prior periods and/or on the disclosures set out in these condensed consolidated financial statements.

4. REVENUE

	Six months	ended 30 June
	2021	2020
	HK$’000	HK$’000
	(unaudited)	(unaudited)
Financial printing services recognised at
a point in time:
Printing	51,719	54,940
Translation	20,391	21,643
Media placement	5,080	6,670
	77,190	83,253

Interim Report 2021 [| ] REF Holdings Limited

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2021

4. REVENUE (Continued)

(I) PERFORMANCE OBLIGATIONS FOR CONTRACTS WITH CUSTOMERS

The Group provides financial printing services including printing, translation and media placement.

Revenue is recognised when control of the services has transferred, being when the services have been delivered to the specific customer (“ delivery ”) as agreed in the service contracts. Following delivery, the customer has full discretion over the manner of distribution, the primary responsibility on utilising the services and bears the risks of loss in relation to the services. The normal credit term is 30 days.

(II) TRANSACTION PRICE ALLOCATED TO THE REMAINING PERFORMANCE OBLIGATION FOR CONTRACTS WITH CUSTOMERS

The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as at 30 June 2021 and the expected timing of recognising revenue are as follows:

		Financial
		printing
		services
		HK$’000
Within one year		41,363
More than one year but not more than
two years		20,927
As at 30 June 2021 (unaudited)		62,290

As at 30 June 2020, all provision of services is for the period of one year or less. As permitted under HKFRS 15, the transaction price allocated to these unsatisfied contracts is not disclosed.

10 REF Holdings Limited[| ] Interim Report 2021

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2021

5. SEGMENT INFORMATION

During the six months ended 30 June 2021 and 2020, the Group operated in one operating segment which was the provision of financial printing services. A single management team reports to the Directors (being the chief operating decisionmaker) who comprehensively manage the entire business. Accordingly, the Group does not present separately segment information. In addition, all of the Group’s revenue is generated in Hong Kong and all of the Group’s assets and liabilities are located in Hong Kong. Accordingly, no business or geographical segment information is presented.

INFORMATION ABOUT MAJOR CUSTOMERS

No individual customer contributed over 10% of the total revenue of the Group during the six months ended 30 June 2021 and 2020.

6. OTHER GAINS AND LOSSES

	Six months ended 30 June	Six months ended 30 June
	2021	2020
	HK$’000	HK$’000
	(unaudited)	(unaudited)
Dividend income	–	18
Interest income	480	1,769
Unrealised loss on fair value of financial
assets at fair value through profit or loss	(430)	(4,281)
Loss on disposal of financial assets at
fair value through profit or loss	(1,091)	–
Government grants (Note)	–	1,051
Sundry income	28	48
	(1,013)	(1,395)

Note:

During the six months ended 30 June 2021, the Group did not recognise any government grants (2020: approximately HK$1,015,000) relates to Employment Support Scheme provided by The Government of the Hong Kong Special Administrative Region of the People’s Republic of China in respect of Covid-19-related subsidies.

Interim Report 2021 [| ] REF Holdings Limited

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2021

7. FINANCE COSTS

	Six months	ended 30 June
	2021	2020
	HK$’000	HK$’000
	(unaudited)	(unaudited)
Bank charges	7	6
Interest on lease liabilities	188	594
	195	600

8. TAXATION

	Six months	ended 30 June
	2021	2020
	HK$’000	HK$’000
	(unaudited)	(unaudited)
Current tax
— Hong Kong	1,159	2,592
Deferred tax
Current period	960	(206)
	2,119	2,386

On 21 March 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the “ Bill ”) which introduces the two-tiered profits tax rates regime. The Bill was signed into law on 28 March 2018 and was gazetted on the following day.

Under the two-tiered profits tax rates regime, the first HK$2 million of assessable profits of qualifying corporations will be taxed at 8.25%, and assessable profits above HK$2 million will be taxed at 16.5%. The assessable profits of corporations not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%.

The two-tiered profits tax rates regime is applicable to the Group for the six months ended 30 June 2021 and 2020.

REF Holdings Limited[| ] Interim Report 2021

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2021

9. PROFIT FOR THE PERIOD

	Six months ended 30 June	Six months ended 30 June
	2021	2020
	HK$’000	HK$’000
	(unaudited)	(unaudited)
Profit for the period has been arrived at
after charging/(crediting):
Directors’ emoluments	1,141	1,268
Other staff costs:
— Salaries, bonuses and other benefits	25,105	25,229
— Retirement scheme contributions	930	838
Total employee benefit expense	26,035	26,067
Auditors’ remuneration	390	420
Depreciation of plant and equipment	1,581	1,834
Depreciation of right-of-use assets (Note 13)	10,261	8,863
Loss on disposal of plant and equipment	3,086	–
Unrealised loss on fair value of financial
assets at fair value through profit or loss
(Note 16)	430	4,281
Loss on disposal of financial assets at
fair value through profit or loss (Note 16)	1,091	–
Allowance for expected credit losses in
respect of trade receivables,
net of reversal	(996)	7
Bad debt written off	427	–

Interim Report 2021 [| ] REF Holdings Limited 13

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2021

10. DIVIDENDS

The Board does not declare the payment of any interim dividend for the six months ended 30 June 2021.

On 11 March 2021, the Board declared a final dividend of HK30 cents per share which was paid on 6 May 2021 to shareholders of the Company whose names appear on the register of members of the Company on 4 May 2021, amounting to HK$76,800,000.

On 21 August 2020, the Board declared an interim dividend of HK20 cents per share which was paid on 15 September 2020 to shareholders of the Company whose names appear on the register of members of the Company on 11 September 2020, amounting to HK$51,200,000.

11. EARNINGS PER SHARE

The calculation of the basic earnings per share attributable to owners of the Company is based on the following data:

	Six months	ended 30 June
	2021	2020
	HK$’000	HK$’000
	(unaudited)	(unaudited)
Earnings:
Profit attributable to owners of the Company
for the purpose of calculating basic
earnings per share	7,772	10,601

REF Holdings Limited[| ] Interim Report 2021

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2021

11. EARNINGS PER SHARE (Continued)

Six months	ended 30 June
2021	2020
’000	’000
(unaudited)	(unaudited)

Number of shares:
Weighted average number of ordinary shares
for the purpose of calculating basic
earnings per share (Note)	256,000	256,000
Basic earnings per share (HK cents)	3.04	4.14

Note:

The calculation of basic earnings per share for the six months ended 30 June 2021 and 2020 is based on the profit attributable to owners of the Company for the periods and the weighted average number of ordinary shares for the relevant periods.

Diluted earnings per share is same as the basic earnings per share for the six months ended 30 June 2021 and 2020 as there were no potential dilutive ordinary shares in issue.

12. PLANT AND EQUIPMENT

During the six months ended 30 June 2021, the Group acquired plant and equipment of approximately HK$13,401,000 (31 December 2020: HK$65,000). Plant and equipment with net book value of approximately HK$3,097,000 were disposed of during the six months ended 30 June 2021 (31 December 2020: HK$Nil).

Interim Report 2021 [| ] REF Holdings Limited 15

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2021

13. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

RIGHT-OF-USE ASSETS

	Leased	Leased
	properties	equipment	Total
	HK$’000	HK$’000	HK$’000
As at 1 January 2020
(audited)	22,724	2,049	24,773
Addition	1,667	–	1,667
Acquired on acquisition of
a subsidiary	1,119	–	1,119
Depreciation provided during
the year	(17,392)	(600)	(17,992)
As at 31 December 2020 and
1 January 2021 (audited)	8,118	1,449	9,567
Addition (Note)	46,258	–	46,258
Depreciation provided during
the period	(9,961)	(300)	(10,261)
As at 30 June 2021 (unaudited)	44,415	1,149	45,564

The right-of-use assets represent the Group’s rights to use underlying leased properties and equipment over the lease terms.

Note:

Addition represents leased properties located in Hong Kong with lease terms of three years or less.

16 REF Holdings Limited[| ] Interim Report 2021

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2021

13. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (Continued) LEASE LIABILITIES

	As at	As at
	30 June	31 December
	2021	2020
	HK$’000	HK$’000
	(unaudited)	(audited)
Analysed as
— Current	15,706	9,301
— Non-current	31,344	1,173
	47,050	10,474
Minimum lease payments due
— Within one year	16,796	9,455
— More than one year but not later than
two years	18,609	901
— More than two years but not later than
five years	13,490	312
	48,895	10,668
Less: Future finance charges	(1,845)	(194)
Present value of lease liabilities	47,050	10,474
Present value of minimum lease payments
— Within one year	15,706	9,301
— More than one year but not later than
two years	17,998	866
— More than two years but not later than
five years	13,346	307
	47,050	10,474

The weighted average incremental borrowing rate applied to lease liabilities is 2.68% (31 December 2020: 4.93%).

Interim Report 2021 [| ] REF Holdings Limited 17

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2021

14. TRADE RECEIVABLES

	As at	As at
	30 June	31 December
	2021	2020
	HK$’000	HK$’000
	(unaudited)	(audited)
Trade receivables (Note)	34,099	22,949
Less: Allowance for expected credit losses	(1,013)	(2,009)
	33,086	20,940

As at 1 January 2020, trade receivables from contracts with customers amounted to approximately HK$23,644,000.

The following is an aged analysis of trade receivables, net of allowance for expected credit losses presented based on the invoice dates at the end of the reporting period:

	As at	As at
	30 June	31 December
	2021	2020
	HK$’000	HK$’000
	(unaudited)	(audited)
Current — neither past due nor impaired	10,408	11,598
1–30 days past due	4,578	2,722
31–60 days past due	9,973	962
61–120 days past due	5,328	3,098
121–150 days past due	68	743
Over 150 days past due	2,731	1,817
	33,086	20,940

The Group generally allows a credit period of 30 days to its customers.

The Group does not hold any collateral over the balances.

REF Holdings Limited[| ] Interim Report 2021

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2021

14. TRADE RECEIVABLES (Continued)

The following is the movement in lifetime expected credit losses that has been recognised for trade receivables in accordance with the simplified approach set out in HKFRS 9 for the six months ended 30 June 2021 and the year ended 31 December 2020:

	Total
	HK$’000
As at 1 January 2020 (audited)	281
Allowance for expected credit losses	1,728
As at 31 December 2020 and 1 January 2021 (audited)	2,009
Reversal of allowance for expected credit losses	(996)
As at 30 June 2021 (unaudited)	1,013

As at 30 June 2021, included in the Group’s trade receivables balance are debtors with aggregate carrying amount of approximately HK$22,678,000 (31 December 2020: HK$9,342,000) which are past due as at the reporting date. Out of the past due balances, approximately HK$2,799,000 (31 December 2020: HK$2,560,000) has been past due 120 days or more and is not considered as default due to the number of independent debtors that have a good track record with the Group. Based on past experience, the management believes that no impairment allowance is necessary in respect of these balances as there has not been a significant change in credit quality and the balances are still considered fully recoverable.

Note:

None included above are trade receivables from a related party, TEM Holdings Limited, as at 30 June 2021 (31 December 2020: approximately HK$14,000), which has been privatised and withdrawn listing from the GEM of the Stock Exchange with effect from 12 January 2021. Mr. Lau, a substantial shareholder, non-executive director and the chairman of the Company, is the controlling shareholder of TEM Holdings Limited. The maximum outstanding balance during the six months ended 30 June 2021 was approximately HK$37,000 (31 December 2020: HK$209,000).

Interim Report 2021 [| ] REF Holdings Limited 19

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2021

15. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES

	As at	As at
	30 June	31 December
	2021	2020
	HK$’000	HK$’000
	(unaudited)	(audited)
Rental, utility and other deposits	7,734	7,754
Prepayments	1,768	583
Other receivables (Note)	240	162
	9,742	8,499

Note:

Included above are interest receivables from bank deposits and fixed deposits of approximately HK$40,000 and HK$106,000 as at 30 June 2021 and 31 December 2020, respectively.

16. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

	As at	As at
	30 June	31 December
	2021	2020
	HK$’000	HK$’000
	(unaudited)	(audited)
Listed securities
— Equity securities listed in Hong Kong	9,284	22,733

Financial assets at fair value through profit or loss are stated at fair values which are determined with reference to quoted market bid price.

REF Holdings Limited[| ] Interim Report 2021

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2021

16. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR

LOSS (Continued)

During the period/year, the following losses were recognised in profit or loss:

	As at	As at
	30 June	31 December
	2021	2020
	HK$’000	HK$’000
	(unaudited)	(audited)
Unrealised loss on fair value of financial
assets at fair value through profit or loss	430	5,026
Loss on disposal of financial assets at
fair value through profit or loss	1,091	–

17. BANK BALANCES AND CASH

	As at	As at
	30 June	31 December
	2021	2020
	HK$’000	HK$’000
	(unaudited)	(audited)
Bank balances and cash	107,775	186,487

Bank balances and cash carrying interest at market rates range from 0.001% to 0.70% per annum for the six months ended 30 June 2021 (31 December 2020: range from 0.001% to 0.70% per annum).

Interim Report 2021 [| ] REF Holdings Limited 21

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2021

18. TRADE PAYABLES

	As at	As at
	30 June	31 December
	2021	2020
	HK$’000	HK$’000
	(unaudited)	(audited)
Trade payables	2,833	3,837

The credit period from suppliers is up to 60 days. The following is an aged analysis of trade payables, presented based on the invoice dates at the end of the reporting period:

	As at	As at
	30 June	31 December
	2021	2020
	HK$’000	HK$’000
	(unaudited)	(audited)
Current — up to 60 days	2,562	3,601
1–30 days past due	5	–
31–60 days past due	30	–
61–120 days past due	–	–
Over 120 days past due	236	236
	2,833	3,837

REF Holdings Limited[| ] Interim Report 2021

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2021

19. ACCRUALS AND OTHER PAYABLES

	As at	As at
	30 June	31 December
	2021	2020
	HK$’000	HK$’000
	(unaudited)	(audited)
Accruals	1,102	1,079
Other payables (Note)	8,088	10,371
	9,190	11,450

Note:

Included above are provision of staff bonus of approximately HK$6,600,000 and HK$8,976,000 as at 30 June 2021 and 31 December 2020, respectively.

20. DEFERRED TAX ASSETS/(LIABILITIES)

	As at	As at
	30 June	31 December
	2021	2020
	HK$’000	HK$’000
	(unaudited)	(audited)
Deferred tax assets	–	939
Deferred tax liabilities	21	–
	21	939

Interim Report 2021 [| ] REF Holdings Limited 23

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2021

21. SHARE CAPITAL

	As at 30 June 2021	As at 30 June 2021	As at 31 December 2020	As at 31 December 2020
	Number of		Number of
	shares		shares
	’000	HK$’000	’000	HK$’000
	(unaudited)	(unaudited)	(audited)	(audited)
Authorised:
Ordinary shares of HK$0.01 each	10,000,000	100,000	10,000,000	100,000
Issued and fully paid:
At the beginning and at the end of
the period/year	256,000	2,560	256,000	2,560

22. FAIR VALUE OF FINANCIAL INSTRUMENT

The carrying amount of other financial assets and liabilities carried at amortised cost, approximate their respective fair values due to the relatively short-term nature of these financial instruments.

Fair value measurements recognised in the condensed consolidated statement of financial position.

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable as at 30 June 2021 and 31 December 2020.

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active market for identical assets or liabilities;
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

24 REF Holdings Limited[| ] Interim Report 2021

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2021

22. FAIR VALUE OF FINANCIAL INSTRUMENT (Continued)

Level 3 fair value measurements are those derived from valuation techniques that include inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

Level 1	Level 2	Level 3	Total
HK$’000	HK$’000	HK$’000	HK$’000

As at 30 June 2021

(unaudited)

Financial assets at fair value through profit or loss 9,284 – – 9,284 As at 31 December 2020 (audited) Financial assets at fair value – – through profit or loss 22,733 22,733

Fair value as at 30 June 2021 Fair value Valuation technique(s) Financial assets (unaudited) hierarchy and key inputs HK$’000 Financial assets at 9,284 Level 1 Quoted bid prices in fair value through (31 December active market profit or loss 2020 (audited): 22,733)

There was no transfer between Level 1, 2 and 3 in the period/year.

Some of the Group’s financial assets are measured at fair value at the end of each reporting period. The above table gives information about how the fair values of these financial assets are determined (in particular, the valuation technique(s) and inputs used).

Interim Report 2021 [| ] REF Holdings Limited

Notes to the Condensed Consolidated Financial Statements For the six months ended 30 June 2021

23. MATERIAL RELATED PARTY TRANSACTION

Save as disclosed in elsewhere in the condensed consolidated financial statements, the Group had also entered into the following material related party transaction during the reporting period:

(A) TRANSACTION WITH A RELATED PARTY

		Six months ended 30 June	Six months ended 30 June
Name of related party	Nature of transaction	2021	2020
		HK$’000	HK$’000
		(unaudited)	(unaudited)
TEM Holdings Limited	Financial printing services	22	72
(Note)	income rendered

Note:

Mr. Lau, a substantial shareholder, non-executive director and the chairman of the Company, is the controlling shareholder of TEM Holdings Limited, which has been privatised and withdrawn listing from the GEM of the Stock Exchange with effect from 12 January 2021.

On 4 July 2019, the Company entered into a service contract with TEM Holdings Limited for the financial printing services in the contract sum of approximately HK$234,000. This transaction falls within the de minimis criteria of a connected transaction and is fully exempt from the reporting and shareholders’ approval requirements in the Listing Rules. In the opinion of the Directors, the transaction was conducted in the normal course of business and based on the terms mutually determined and agreed by the respective parties.

(B) COMPENSATION OF KEY MANAGEMENT PERSONNEL

The Directors are identified as key management members of the Group and their compensation during the reporting period is set out in Note 9.

24. COMPARATIVE FIGURES

Certain comparative amounts have been reclassified to conform with current period’s presentation.

REF Holdings Limited[| ] Interim Report 2021

Management Discussion and Analysis

ABOUT THE GROUP

The issued shares of REF Holdings Limited (the “ Company ”) are listed on the Main Board of the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the Company and its subsidiaries (collectively referred to as the “ Group ”) is a one-stop financial printing service provider, which offers a wide range of convenient and quality financial printing services including typesetting, proofreading, translation, design, printing, web submitting, media placement and distribution in Hong Kong. The Group does not satisfy just meeting customers’ expectations, but strives to provide customers with unique and perfect experiences. The services of the Group can be categorised into printing, translation and media placement. The core financial printing services of the Group include printing of listing documents, financial reports, compliance documents and other documents. Most of the Group’s customers are listed on the Stock Exchange.

BUSINESS REVIEW

For the six months ended 30 June 2021 (the “ Period ”), the Hong Kong economy was on the path of recovery amid receding local Covid-19 pandemic and improving global economic conditions. Meanwhile, the Hong Kong initial public offering (the “ IPO ”) market achieved remarkable results with the support of the listings of a number of high profile Chinese new economy companies. Under this backdrop, overall performance of the Group during the Period recovered visibly from the second half of 2020, even though it was still marginally behind for the six months ended 30 June 2020 (the “ Prior Period ”). Operationally, the Group was able to maintain unbroken services to the customers contribute to the business continuity measures already taken place in last year and the relentless efforts of the staff. During the Period, the Group has been seeking possible alternative premises for rent in light of the lessee friendly environment. Accordingly, the Group relocated its office to a world class building premises with comprehensive security, information technological capabilities, in close proximity to its customer base and on competitive rental terms.

Interim Report 2021 [| ] REF Holdings Limited 27

Management Discussion and Analysis

BUSINESS REVIEW (Continued)

REVENUE ATTRIBUTABLE TO EACH CATEGORY OF SERVICES PROVIDED BY THE GROUP

	Six months ended	Six months ended	Six months ended	Six months ended
	30 June 2021		30 June 2020
	HK$ million	%	HK$ million	%
	(unaudited)		(unaudited)
Printing Services	51.7	67.0	55.0	66.0
Translation Services	20.4	26.4	21.6	26.0
Media Placement Services	5.1	6.6	6.7	8.0
Total	77.2	100.0	83.3	100.0

PRINTING SERVICES

Printing revenue during the Period was approximately HK$51.7 million (the Prior Period: approximately HK$55.0 million), representing a decrease of approximately 6.0% as compared to that of the Prior Period, which was primarily due to (i) the existing IPO projects on hand were either delayed or cancelled; and (ii) the competitive market under Covid-19 pandemic. For the six months ended 30 June 2021 and 2020, the revenue generated from the printing services represented approximately 67.0% and 66.0% respectively of the total revenue.

TRANSLATION SERVICES

Translation revenue during the Period was approximately HK$20.4 million (the Prior Period: approximately HK$21.6 million), representing a decrease of approximately 5.6% as compared to that of the Prior Period, which was mainly attributable to the cost saving measures of the customers for engaging external translation services. For the six months ended 30 June 2021 and 2020, the revenue generated from the translation services represented approximately 26.4% and 26.0% respectively of the total revenue.

28 REF Holdings Limited[| ] Interim Report 2021

Management Discussion and Analysis

BUSINESS REVIEW (Continued)

MEDIA PLACEMENT SERVICES

Media placement revenue during the Period was approximately HK$5.1 million (the Prior Period: approximately HK$6.7 million), representing a decrease of approximately 23.9% as compared to that of the Prior Period, which was mainly due to the decreasing of demand from customers for media placement services under the Covid-19 pandemic. For the six months ended 30 June 2021 and 2020, the revenue generated from the media placement services represented approximately 6.6% and 8.0% respectively of the total revenue.

FINANCIAL REVIEW

FINANCIAL HIGHLIGHTS

			Increase/
	Six months	Six months	(decrease)
	ended	ended	in % or
	30 June	30 June	percentage
	2021	2020	point (“pp”)
	HK$ million	HK$ million
	(unaudited)	(unaudited)
Revenue	77.2	83.3	(7.3%)
Cost of Services	34.8	43.3	(19.6%)
Gross Profit	42.4	40.0	6.0%
Gross Profit Margin	54.9%	48.0%	6.9pp
Net Profit	7.8	10.6	(26.4%)
Net Profit Margin	10.1%	12.7%	(2.6pp)

REVENUE

The Group’s revenue decreased by approximately HK$6.1 million, or 7.3%, from approximately HK$83.3 million for the Prior Period to approximately HK$77.2 million for the Period. The decrease was primarily attributable to (i) the existing IPO projects on hand were either delayed or cancelled; and (ii) the competitive market under Covid-19 pandemic.

Interim Report 2021 [| ] REF Holdings Limited 29

Management Discussion and Analysis

FINANCIAL REVIEW (Continued)

COST OF SERVICES

The Group’s cost of services decreased by approximately HK$8.5 million, or 19.6%, from approximately HK$43.3 million for the Prior Period to approximately HK$34.8 million for the Period. The decrease was mainly attributable to the decrease in translation costs, contribute to the cost savings upon the acquisition of entire shareholding of a translation services company.

OTHER GAINS AND LOSSES

The Group’s other gains and losses were decreased by approximately HK$0.4 million, or 28.6%, from approximately HK$1.4 million for the Prior Period to approximately HK$1.0 million for the Period. Included in other gains and losses, there was a fall in other losses from approximately HK$4.3 million for the Prior Period to approximately HK$0.4 million for the Period which was due to the unrealised loss on fair value of financial assets at fair value through profit or loss. Also included in other gains and losses are (i) the loss on disposal of financial assets at fair value through profit or loss which was amounted to approximately HK$1.1 million for the Period in comparison to HK$Nil for the Prior Period; (ii) the decrease of interest income from approximately HK$1.8 million for the Prior Period to approximately HK$0.5 million for the Period; and (iii) the government grants for the Period was HK$Nil in comparison to approximately HK$1.1 million for the Prior Period.

SELLING AND DISTRIBUTION EXPENSES

The Group’s selling and distribution expenses increased by approximately HK$0.5 million, or 8.3%, from approximately HK$6.0 million for the Prior Period to approximately HK$6.5 million for the Period. The increase was mainly attributable to the resumption of sales initiatives to retain existing customers and enhanced customer base after the relaxation of social distancing policies.

ADMINISTRATIVE EXPENSES

The Group’s administrative expenses increased by approximately HK$6.8 million, or 36.0%, from approximately HK$18.9 million for the Prior Period to approximately HK$25.7 million for the Period. The increase was mainly attributable to the one-off expenses for office relocation during the Period.

REF Holdings Limited[| ] Interim Report 2021

Management Discussion and Analysis

FINANCIAL REVIEW (Continued)

FINANCE COSTS

Finance costs decreased by approximately HK$0.4 million, or 66.7%, from approximately HK$0.6 million for the Prior Period to approximately HK$0.2 million for the Period. The decrease was mainly due to the decrease of interest expenses on lease liabilities for the Period.

TAXATION

Taxation decreased by approximately HK$0.3 million, or 12.5%, from approximately HK$2.4 million for the Prior Period to approximately HK$2.1 million for the Period. The decrease was in line with the decrease in profit before taxation for the Period.

PROFIT FOR THE PERIOD

The profit for the Period was approximately HK$7.8 million, representing a decrease of approximately HK$2.8 million, or 26.4% as compared with approximately HK$10.6 million for the Prior Period. The decrease was primarily attributable to (i) the incurrence of one-off expenses for office relocation during the Period; (ii) the existing IPO projects on hand were either delayed or cancelled; and (iii) the competitive market under Covid-19 pandemic.

PROFITABILITY

Contributed to the precision cost control, the Group’s gross profit increased by 6.0% in comparison to Prior Period, to approximately HK$42.4 million during the Period. Gross profit margin improved by 6.9 percentage points to 54.9% for the Period. The net profit margin for the Period was 10.1%.

GEARING RATIO

As at 30 June 2021, the gearing ratio of the Group was 0.34 (31 December 2020: 0.05). The increase was due to the increase in lease liabilities for the Period.

Interim Report 2021 [| ] REF Holdings Limited 31

Management Discussion and Analysis

LIQUIDITY AND FINANCIAL RESOURCES

As at 30 June 2021, bank balances and cash of the Group amounted to approximately HK$107.8 million (31 December 2020: HK$186.5 million). The current ratios (current assets divided by current liabilities) of the Group were 3.0 times and 4.7 times as at 30 June 2021 and 31 December 2020, respectively. In view of the Group’s current level of bank balances and cash and funds generated internally from its operations, the board (the “ Board ”) of directors (the “ Directors ”) is confident that the Group will have sufficient resources to meet the financial needs for its operations.

CAPITAL EXPENDITURE

The capital expenditure during the Period was related to expenditures on additions of plant and equipment amounting to approximately HK$13.4 million, mainly to cope with the operation needs and the enhancement of office premises in May 2021.

DIVIDENDS

The Board does not declare the payment of any interim dividend for the Period.

CAPITAL STRUCTURE

As at 30 June 2021 and 31 December 2020, the authorised share capital of the Company was HK$100,000,000 divided into 10,000,000,000 ordinary shares of par value of HK$0.01 each (the “ Ordinary Shares ”) and the issued share capital of the Company was HK$2,560,000 divided into 256,000,000 shares. The share capital of the Company only comprised the Ordinary Shares. There was no change in the share capital of the Company during the Period.

32 REF Holdings Limited[| ] Interim Report 2021

Management Discussion and Analysis

EMPLOYEES AND REMUNERATION POLICY

As at 30 June 2021, the Group had 125 (30 June 2020: 124) full-time employees in Hong Kong. The Group believes that hiring, motivating and retaining qualified employees are crucial to the success as a reliable financial printer. During the Period, total staff costs (including Directors’ emoluments) were approximately HK$27.2 million (Prior Period: approximately HK$27.3 million). The remuneration policies of the Group, including promotion, bonus, salary increment and other benefits, are based on the Group’s operating results, employees’ individual performance, working experience, respective responsibilities, merit, qualifications and competence, as well as those benefits comparable to the prevailing market practice, standards and statistics. The remuneration policies of the Group are reviewed by the management of the Group regularly. The Group also provides and arranges on-the-job training for its employees.

In addition, the Company adopted a share option scheme (the “ Scheme ”) on 12 August 2015 (please refer to “SHARE OPTION SCHEME” under “Other Information” section for more information).

CAPITAL COMMITMENT

As at 30 June 2021 and 31 December 2020, the Group did not have any significant capital commitment.

FOREIGN CURRENCY EXPOSURE

The Group’s sales and purchases are denominated in Hong Kong dollars. The Group will review and monitor from time to time the risk relating to foreign exchanges whenever applicable.

Interim Report 2021 [| ] REF Holdings Limited 33

Management Discussion and Analysis

SIGNIFICANT INVESTMENTS

As at 30 June 2021, the Group maintained a portfolio of equity investments with total carrying amount of approximately HK$9.3 million (31 December 2020: HK$22.7 million). The portfolio of equity investments as at 30 June 2021 are set out as follows:

		Percentage of					Accumulated unrealised gain/	Accumulated unrealised gain/	Accumulated unrealised gain/
		fair value		Unrealised gain/(loss) on fair			(loss) on fair value of financial
		of the		value of financial assets at fair			assets at fair	value through
		investment		value through	profit or loss		profit	or loss
		in listed					recognised up
		securities/				to 31 December					Fair value of
	Investment	total assets				2020 in relation				the investment
	cost	of the Group		prior to	for the period		to disposal		recognised up		in listed
	as at	as at	disposal during		ended 30 June		during the	to 31 December			securities as at
	30 June 2021	30 June 2021		the Period	2021		Period		2020		30 June 2021
	HK$’000			HK$’000	HK$’000		HK$’000		HK$’000		HK$’000
	(unaudited)			(unaudited)	(unaudited)		(audited)		(audited)		(unaudited)
Financial assets at
fair value through
profit or loss	20,402	4.1%		733	(1,163)		3,055		(9,955)		9,284

The Group held less than 0.2% of shareholding in each of the listed securities in the above equity investments portfolio.

During the Period, the stock market in Hong Kong remained volatile and the Group will continue to adopt the cautious and risk/return balanced approach in equity investments.

Save as disclosed above, the Group did not have any significant investment as at 30 June 2021 (31 December 2020: Nil).

CHARGES ON THE GROUP ASSETS

As at 30 June 2021 and 31 December 2020, the Group had no charges on the Group’s assets.

34 REF Holdings Limited[| ] Interim Report 2021

Management Discussion and Analysis

CONTINGENT LIABILITIES

As at 30 June 2021 and 31 December 2020, the Group did not have any material contingent liabilities or guarantees.

FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETS

There was no specific plan for material investments or capital assets as at 30 June 2021.

MATERIAL ACQUISITIONS OR DISPOSALS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the Period, there was no acquisition or disposal of subsidiaries, associates and joint ventures by the Group.

COMPETING INTERESTS

The Directors are not aware of any business or interest of the Directors or the controlling shareholders of the Company nor any of their respective close associates that competed or might compete, either directly or indirectly, with the business of the Group and any other conflicts of interest which any such person or entity had or might have with the Group during the Period.

OUTLOOK

Looking ahead, there are still uncertainties and challenges ahead of the Group’s operating performance. While the global and Hong Kong economies are expected to recover strongly under the aggressive monetary and fiscal stimulus policies, the spread of the more infectious Covid-19 variants in many places of the world may cast uncertainty over the global economic recovery. The Hong Kong IPO market should remain active for the near term and support the demand of the financial printing services. However, there are several amendments/proposed amendments in the listing rules in Hong Kong that may affect the Group’s future performance, including (i) the Stock Exchange recently required all IPOs must be paperless starting from July 2021; (ii) all documents put on display by listed companies to support listings and transactions must be made available online from October 2021; and (iii) the consultation to raise the profit threshold for the Main Board IPOs. Coping with the above challenges, the Group will continue to leverage on its competitive edges in branding and networking to further expand our customer base while optimising our professional services.

Interim Report 2021 [| ] REF Holdings Limited 35

Other Information

DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY AND ITS ASSOCIATED CORPORATIONS

As at 30 June 2021, the interests and short positions of the board (the “ Board ”) of directors (the “ Directors ”) and the chief executive of REF Holdings Limited (the “ Company ”) in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “ SFO ”)), which were required: (a) to be notified to the Company and the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions in which they were taken or deemed to have under such provisions of the SFO); or (b) pursuant to section 352 of the SFO, to be entered in the register referred to therein (the “ Register ”); or (c) pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules (the “ Model Code ”), to be notified to the Company and the Stock Exchange were as follows:

LONG POSITION IN THE SHARES

			Percentage
			of issued
	Capacity/	Number of	share capital
Name of director	Nature of interest	shares held	of the Company
Mr. Lau Man Tak	Interest in controlled	192,000,000	75%
(“Mr. Lau”)	corporations (Note)

Note: Mr. Lau, the chairman of the Board and the non-executive director, owns 7,625 ordinary shares in, representing 76.25% of the issued share capital of, Rising Luck Management Limited (“ Rising Luck ”), and the remaining 23.75% thereof is owned by an independent third party. Rising Luck owns 47,500 ordinary shares in, representing 95% of the entire issued share capital of, Jumbo Ace Enterprises Limited (“ Jumbo Ace ”). Mr. Lau also has a direct 5% interest (or 2,500 ordinary shares) in Jumbo Ace. Under the SFO, Mr. Lau is deemed to be interested in 192,000,000 shares registered in the name of Jumbo Ace. Mr. Lau is a director of each of Rising Luck and Jumbo Ace, both being associated corporations of the Company.

Save as disclosed above, as at 30 June 2021, none of the Directors and the chief executive of the Company had any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO), which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions in which they were taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the Register, or were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

REF Holdings Limited[| ] Interim Report 2021

Other Information

SUBSTANTIAL SHAREHOLDERS’ INTERESTS AND SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES OF THE COMPANY

So far as the Directors are aware of, as at 30 June 2021, the following persons/entities had interests or short positions in the shares and underlying shares of the Company, which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the Register of the Company required to be kept under section 336 of the SFO (the “ Substantial Shareholders’ Register ”), or who were directly or indirectly interested in 5% or more of the issued voting shares:

LONG POSITION IN THE SHARES

			Percentage
			of issued
	Capacity/	Number of	share capital
Names	Nature of interest	shares held	of the Company
Jumbo Ace	Beneficial owner	192,000,000	75%
Rising Luck	Interest in controlled	192,000,000	75%
	corporation (Note 1)
Mr. Lau	Interest in controlled	192,000,000	75%
	corporation (Notes 1 & 2)
Ms. Lim Youngsook	Interest of spouse (Note 2)	192,000,000	75%

Note 1: Rising Luck owns 47,500 ordinary shares, representing 95% of the issued share capital of Jumbo Ace, the remaining 2,500 ordinary shares, representing 5% of which is owned by Mr. Lau. Mr. Lau owns 7,625 ordinary shares, representing 76.25% of the issued share capital of Rising Luck and the remaining 23.75% thereof is owned by an independent third party. Therefore, each of Rising Luck and Mr. Lau is deemed to be interested in 192,000,000 shares registered in the name of Jumbo Ace.

Note 2: Ms. Lim Youngsook is the wife of Mr. Lau and is, therefore, deemed to be interested in the shares owned by Mr. Lau (by himself and through his controlled corporations).

Save as disclosed above, as at 30 June 2021, the Directors were not aware of any persons who/entities which had any interest or short position in the shares or underlying shares of the Company that would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which would be recorded in the Substantial Shareholders’ Register.

Interim Report 2021 [| ] REF Holdings Limited

Other Information

CORPORATE GOVERNANCE

The Company has adopted the principles and the code provisions of the Corporate Governance Code (the “ CG Code ”) as set out in Appendix 14 to the Listing Rules to ensure that business activities and decision making processes of the Company and its subsidiaries (collectively referred to as the “ Group ”) are regulated in a proper and prudent manner. The Board is satisfied that the Company had complied with the applicable code provisions as set out in the CG Code during the Period.

SECURITIES TRANSACTIONS BY DIRECTORS

The Company adopted the Model Code as its own code of conduct regarding Directors’ securities transactions. Following a specific enquiry made by the Company on each of the Directors, all of them confirmed that they had complied with the Model Code and its code of conduct regarding Directors’ securities transactions during the Period.

CHANGES IN INFORMATION OF DIRECTORS

In accordance with Rule 13.51B(1) of the Listing Rules, changes of the information of the Directors, subsequent to the date of the annual report of the Company for the year ended 31 December 2020, required to be disclosed, are set out below:

Name of director Details of changes Mr. Lau Resigned as an independent non-executive director of Chinese Food and Beverage Group Limited (stock code: 8272) upon its cancellation of listing on GEM of the Stock Exchange on 13 July 2021.

PURCHASE, REDEMPTION OR SALE OF THE LISTED SECURITIES OF THE COMPANY

During the Period, neither the Company nor any of its subsidiaries purchased, redeemed or sold any of the Company’s listed securities.

REF Holdings Limited[| ] Interim Report 2021

Other Information

SHARE OPTION SCHEME

The Company adopted the Scheme on 12 August 2015. The purpose of the Scheme is to advance the interests of the Company and the shareholders of the Company by enabling (i) the Company to grant options to attract, retain and reward the eligible persons and to provide them with an incentive or reward for their contribution to the Group and (ii) such persons’ contribution to further advance the interests of the Group.

As at the date of this interim report, there were a total of 25,600,000 shares, representing 10% of the issued shares, available for issue under the Scheme.

No share option has been granted since the adoption of the Scheme. Therefore, there was no share option outstanding as at 30 June 2021 (2020: Nil) and no share option lapsed or was exercised or cancelled during the Period.

AUDIT COMMITTEE

The Audit Committee has reviewed and discussed with the management of the Company on the unaudited condensed consolidated results of the Group for the Period including this report of the Company and the accounting principles and practices adopted by the Group and is of the view that the financial information and report have been prepared in compliance with the applicable accounting standards, the Listing Rules and other applicable legal requirements, and that adequate disclosure has been made.

APPRECIATION

On behalf of the Board and management, I would like to express my sincere gratitude to all our clients, investors, suppliers, business partners and shareholders for their continued valuable support and trust. I would also like to take this opportunity to thank my fellow Directors for their advice and all of our staff for their dedication, hard work and contribution during the Period.

By Order of the Board REF Holdings Limited Lau Man Tak Chairman

Hong Kong, 20 August 2021

Interim Report 2021 [| ] REF Holdings Limited

Corporate Information

BOARD OF DIRECTORS

EXECUTIVE DIRECTOR

Ms. Kwok Kam Lai

CHAIRMAN AND NON-EXECUTIVE DIRECTOR Mr. Lau Man Tak

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Leung Chi Hung Mr. Wong Kun Kau Mr. Lee Hon Man Eric

COMPANY SECRETARY

Mr. Ko Wai Lun Warren

AUTHORISED REPRESENTATIVES

Mr. Lau Man Tak Ms. Kwok Kam Lai

REGISTERED OFFICE

Windward 3 Regatta Office Park PO Box 1350 Grand Cayman KY1-1108 Cayman Islands

HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN HONG KONG

Units 5906–5912, 59th Floor, The Center 99 Queen’s Road Central Hong Kong

PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE

Ocorian Trust (Cayman) Limited Windward 3 Regatta Office Park PO Box 1350 Grand Cayman KY1-1108 Cayman Islands

AUDIT COMMITTEE

Mr. Leung Chi Hung (Chairman) Mr. Wong Kun Kau Mr. Lee Hon Man Eric

REMUNERATION COMMITTEE

Mr. Lee Hon Man Eric (Chairman) Mr. Leung Chi Hung Mr. Wong Kun Kau

NOMINATION COMMITTEE

Mr. Wong Kun Kau (Chairman) Mr. Leung Chi Hung Mr. Lee Hon Man Eric

INDEPENDENT AUDITORS

HLB Hodgson Impey Cheng Limited Certified Public Accountants

HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE

Union Registrars Limited Suites 3301–04, 33/F. Two Chinachem Exchange Square 338 King’s Road North Point Hong Kong

PRINCIPAL BANKERS

The Hongkong and Shanghai Banking Corporation Limited Nanyang Commercial Bank, Limited

WEBSITE

www.ref.com.hk

STOCK CODE

1631

REF Holdings Limited[| ] Interim Report 2021

AUDIT COMMITTEE

The Audit Committee has reviewed and discussed with the management of the Company on the unaudited condensed consolidated results of the Group for the Period including this announcement and the 2021 Interim Report and the accounting principles and practices adopted by the Group and is of the view that the financial information and report have been prepared in compliance with the applicable accounting standards, the Listing Rules and other applicable legal requirements, and that adequate disclosure has been made.

PUBLICATION OF INTERIM RESULTS ANNOUNCEMENT AND INTERIM REPORT

The 2021 Interim Report will be dispatched to the Shareholders and published on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.ref.com.hk in due course. This announcement can also be accessed on the above websites.

By Order of the Board REF Holdings Limited Lau Man Tak Chairman

Hong Kong, 20 August 2021

As at the date of this announcement, the Board of the Company comprises Ms. Kwok Kam Lai as executive director; Mr. Lau Man Tak (Chairman) as non-executive director; and Mr. Leung Chi Hung, Mr. Wong Kun Kau and Mr. Lee Hon Man Eric as independent non-executive directors.

AI assistant

REF Holdings Limited — Interim / Quarterly Report 2021

50052_rns_2021-08-20_afe89260-88ea-4f61-bd18-96b8f6e85429.pdf