Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Entity Addresses [Line Items] | |
Document Type | F-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 3 |
Entity Registrant Name | FENBO HOLDINGS LIMITED |
Entity Central Index Key | 0001957001 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | Unit J, 19/F, World Tech Centre |
Entity Address, Address Line Two | 95 How Ming Street |
Entity Address, Address Line Three | Kwun Tong |
Entity Address, City or Town | Kowloon |
Entity Address, Country | HK |
City Area Code | (852) |
Local Phone Number | 2343-3328 |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 5655 South Yosemite Street, |
Entity Address, Address Line Two | Suite 350 |
Entity Address, City or Town | Greenwood Village, |
Entity Address, State or Province | CO |
Entity Address, Postal Zip Code | 80111 |
City Area Code | (303) |
Local Phone Number | 292-3883 |
Consolidated Balance Sheets
Consolidated Balance Sheets $ in Thousands, $ in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) |
Current assets: | |||
Cash | $ 5,933 | $ 46,342 | $ 13,853 |
Accounts receivable, net | 4,031 | 31,486 | 32,938 |
Deferred initial public offering cost | 1,903 | ||
Inventories | 1,804 | 14,088 | 15,860 |
Prepaid expenses and other current assets | 770 | 6,017 | 6,767 |
Total current assets | 12,538 | 97,933 | 71,321 |
Property, plant and equipment, net | 159 | 1,244 | 1,498 |
Right-of-use assets | 487 | 3,801 | 7,117 |
Total non-current assets | 646 | 5,045 | 8,615 |
TOTAL ASSETS | 13,184 | 102,978 | 79,936 |
Current liabilities | |||
Bank loan - current | 1,408 | 11,000 | 11,000 |
Accounts payable | 2,366 | 18,482 | 13,798 |
Other payables and accrued liabilities | 904 | 7,049 | 5,799 |
Lease liabilities - current | 520 | 4,060 | 5,626 |
Amounts due to related parties | 309 | 2,413 | 5,117 |
Total current liabilities | 5,507 | 43,004 | 41,340 |
Non-current liabilities | |||
Lease liabilities - non-current | 25 | 198 | 2,552 |
TOTAL LIABILITIES | 5,532 | 43,202 | 43,892 |
Commitments and contingencies | |||
Shareholders’ equity | |||
Preference shares US$0.0001 par value per share; 3,000,000 authorized capital; nil shares issued and outstanding | |||
Ordinary shares US$0.0001 par value per share; 300,000,000 authorized capital; 11,000,000 shares issued and outstanding (2022: 10,000,000 shares issued and outstanding) | 1 | 9 | 8 |
Additional paid-in capital | 3,648 | 28,494 | 2,492 |
Statutory reserve | 359 | 2,806 | 2,806 |
Retained earnings | 3,677 | 28,721 | 30,183 |
Accumulated other comprehensive income | (33) | (254) | 555 |
Total shareholders' equity | 7,652 | 59,776 | 36,044 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 13,184 | $ 102,978 | $ 79,936 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 3,000,000 | 3,000,000 |
Preferred shares, shares issued | ||
Preferred shares, shares outstanding | ||
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 300,000,000 | 300,000,000 |
Ordinary shares, shares issued | 11,000,000 | 10,000,000 |
Ordinary shares, shares outstanding | 11,000,000 | 10,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income $ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 HKD ($) $ / shares shares | Dec. 31, 2022 HKD ($) $ / shares shares | |
Income Statement [Abstract] | |||
Revenues | $ 15,249 | $ 119,110 | $ 119,728 |
Cost of sales | (12,419) | (97,004) | (100,892) |
Gross profit | 2,830 | 22,106 | 18,836 |
Operating expenses: | |||
Selling and marketing expenses | (251) | (1,961) | (2,057) |
General and administrative expenses | (2,629) | (20,535) | (19,239) |
Total operating expenses | (2,880) | (22,496) | (21,296) |
Income from operations | (50) | (390) | (2,460) |
Other (expense) income: | |||
Exchange (loss) gain, net | 27 | 213 | |
Gain (loss) on disposal of property, plant and equipment | (1) | 12,458 | |
Interest income | 11 | 84 | 20 |
Interest expense | (219) | (1,708) | (1,581) |
Government grant | 26 | 205 | |
Other income, net | 34 | 266 | 528 |
Total other (expense) income | (121) | (941) | 11,425 |
Income (expense) before tax expense | (171) | (1,331) | 8,965 |
Income tax expense | (17) | (131) | (312) |
Net income (loss) | (188) | (1,462) | 8,653 |
Other comprehensive income | |||
Foreign currency translation loss, net of taxes | (104) | (809) | (2,575) |
Total comprehensive income (loss) | $ (292) | $ (2,271) | $ 6,078 |
Net income (loss) per share attributable to ordinary shareholders | |||
Net income (loss) per share attributable to ordinary shareholders, Basic | (per share) | $ (1.86) | $ (14.50) | $ 86.53 |
Net income (loss) per share attributable to ordinary shareholders, Diluted | (per share) | $ (1.86) | $ (14.50) | $ 86.53 |
Weighted average number of ordinary shares used in computing net income (loss) per share | |||
Weighted average number of ordinary shares used in computing net income (loss) per share, Basic | 10,084,932 | 10,084,932 | 10,000,000 |
Weighted average number of ordinary shares used in computing net income (loss) per share, Diluted | 10,084,932 | 10,084,932 | 10,000,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity $ in Thousands, $ in Thousands | Common Stock [Member] Common Class B [Member] HKD ($) | Common Stock [Member] USD ($) shares | Additional Paid-in Capital [Member] USD ($) | Additional Paid-in Capital [Member] HKD ($) | Statutory Reserve [Member] USD ($) | Statutory Reserve [Member] HKD ($) | AOCI Attributable to Parent [Member] USD ($) | AOCI Attributable to Parent [Member] HKD ($) | Retained Earnings [Member] USD ($) | Retained Earnings [Member] HKD ($) | USD ($) | HKD ($) | |
Balance at Dec. 31, 2021 | $ 8 | $ 2,806 | $ 3,130 | $ 31,530 | $ 37,474 | ||||||||
Balance, Shares at Dec. 31, 2021 | shares | [1] | 10,000,000 | |||||||||||
Net income (loss) | 8,653 | 8,653 | |||||||||||
Dividend declared | (10,000) | (10,000) | |||||||||||
Foreign currency translation | (2,575) | (2,575) | |||||||||||
Reorganization | 2,492 | 2,492 | |||||||||||
Ending balance at Dec. 31, 2022 | 8 | 2,492 | 2,806 | 555 | 30,183 | 36,044 | |||||||
Balance, Shares at Dec. 31, 2022 | shares | [1] | 10,000,000 | |||||||||||
Net income (loss) | (1,462) | $ (188) | (1,462) | ||||||||||
Dividend declared | |||||||||||||
Foreign currency translation | (809) | (809) | |||||||||||
Issuance of ordinary Shares, net of issuance costs | 1 | 26,002 | 26,003 | ||||||||||
Issuance of ordinary shares, net of issuance costs shares | shares | [1] | 1,000,000 | |||||||||||
Ending balance at Dec. 31, 2023 | $ 9 | $ 1 | $ 3,648 | $ 28,494 | $ 359 | $ 2,806 | $ (33) | $ (254) | $ 3,677 | $ 28,721 | $ 7,652 | $ 59,776 | |
Balance, Shares at Dec. 31, 2023 | shares | [1] | 11,000,000 | |||||||||||
[1]In connection with the undertaking of a public offering of the Company’s ordinary shares, the Company has performed a series of re-organizing transactions resulting in 10,000,000 1,000,000 5.00 62,500 5.00 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) | Jan. 11, 2024 $ / shares shares |
IPO [Member] | Subsequent Event [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Share price | (per share) | $ 5 |
Over-Allotment Option [Member] | Subsequent Event [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Stock repurchased | 62,500 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | |
Operating activities | |||
Net income (loss) | $ (188) | $ (1,462,000) | $ 8,653,000 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation | 65 | 506,000 | 702,000 |
Amortization of right to use assets | 693 | 5,410,000 | 4,862,000 |
Interest on lease liabilities | 40 | 313,000 | 469,000 |
(Gain) loss on disposal of property, plant and equipment | 1,000 | (12,458,000) | |
Change in operating assets and liabilities: | |||
Change in accounts receivable | 101 | 789,000 | 10,228,000 |
Change in inventories | 189 | 1,475,000 | 4,217,000 |
Change in prepaid expenses and other current assets | 323 | 2,526,000 | (2,977,000) |
Change in accounts payable | 649 | 5,073,000 | (2,253,000) |
Change in other payables and accrued liabilities | 179 | 1,398,000 | 267,000 |
Payments on lease | (807) | (6,301,000) | (6,015,000) |
Net cash provided by operating activities | 1,244 | 9,728,000 | 5,695,000 |
Investing activities | |||
Purchase of property, plant and equipment | (36) | (284,000) | (554,000) |
Net cash used in investing activities | (36) | (284,000) | (554,000) |
Financing activities | |||
Proceeds from issuance of ordinary shares | 3,329 | 26,003,000 | |
Advances (to) from related parties | (346) | (2,704,000) | 5,034,000 |
Net cash provided by financing activities | 2,983 | 23,299,000 | 5,034,000 |
Net increase in cash | 4,191 | 32,744,000 | 10,175,000 |
Effect on exchange rate change on cash | (34) | (255,000) | (318,000) |
Cash as of beginning of the year | 1,776 | 13,853,000 | 3,996,000 |
Cash as of the end of the year | 5,933 | 46,342,000 | 13,853,000 |
Supplementary Cash Flows Information | |||
Cash paid for interest | 219 | 1,708,000 | 1,581,000 |
Cash paid (refund) for taxes | (25) | (196,000) | 3,492,000 |
Supplemental schedule of non-cash investing and financing activities: | |||
Dividend made by addition to the amount due to related parties | (10,000,000) | ||
Consideration for the sale of property to the shareholder settled by deduction from the amount due to the related parties | $ 13,880,000 |
Nature of business and organiza
Nature of business and organization | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of business and organization | Note 1 Nature of business and organization Fenbo Holdings Limited (the “Company”) was incorporated in the Cayman Islands on September 30, 2022 as an exempted company with limited liability. The Company conducts its primary operations of manufacture and production of premium personal care electronic appliance (such as electrical hair styling products such as hair dryers, straighteners, curlers, trimmers, etc.) through its indirectly held wholly owned subsidiaries. Details of the Company and its subsidiaries (together the “Company” or the “Group”) are set out in the table as follows: Schedule of company and its subsidiaries Name Date of incorporation Place of incorporation Principal activities Fenbo Holdings Limited September 30, 2022 Cayman Islands Investment holding Rich Legend Holdings Limited (“RLHL”) October 21, 2022 The British Virgin Islands Intermediate holding company Fenbo Industries Limited (“Fenbo Industries”) June 17, 1993 Hong Kong Intermediate holding company and trading of electronic appliance Fenbo Plastic Products Factory (Shenzhen) Limited (“Fenbo SZ”) October 19, 2010 People’s Republic of China (“PRC”) Manufacture and production of electronic appliance Able Industries Limited (“Able Industries”) November 7, 2005 Hong Kong Marketing Reorganization Immediately before a series of transactions (“Reorganization”) as detailed below, the capital structure of the Group was as follows: Schedule of reorganization Number of ordinary shares Shareholder The Company RLHL Fenbo Industries Fenbo SZ Able Industries Mr. Kin Shing Li (“Mr. Li) 10,000 1 1,999,999 - 500,000 Mr. Allan Li - - 1 - - Fenbo Industries - - - 5,000,000 - Total 10,000 1 2,000,000 5,000,000 500,000 On November 17, 2022, RLHL entered into agreements to acquire 1,999,999 500,000 9 On November 17, 2022, RLHL entered into an agreement to acquire 1 100 On November 18, 2022, the Company entered into an agreement to acquire 10 100 9,990,000 10,000 Following the above transactions, Fenbo Industries, Fenbo SZ and Able Industries have become indirectly wholly-owned subsidiaries of the Company, whereas their former majority shareholder, namely Mr. Li, has had 100% interest of the Company, through his wholly-owned investment holding company, LMIL. Upon completion of the Reorganization, the capital structure of the Group was as follows: Number of ordinary shares Shareholder The Company RLHL Fenbo Industries Fenbo SZ Able Industries LMIL 10,000,000 - - - - The Company - 10 - - - RLHL - 2,000,000 - 500,000 Fenbo Industries - - - 5,000,000 - Total 10,000,000 10 2,000,000 5,000,000 500,000 The Reorganization has been accounted for as a reverse acquisition whereby Fenbo Industries and Able Industries are deemed to be the accounting acquirers (legal acquirees) and the Company to be the accounting acquiree (legal acquirer). The financial statements before the Reorganization are those of Fenbo Industries and Able Industries on a combined basis with the results of the Company being consolidated from the closing date of the Reorganization. The equity section and earnings per share of the Company have been retroactively restated to reflect the reverse acquisition and no goodwill has been recorded. On December 1, 2023 the Company closed the IPO. The offering was conducted pursuant to the Company’s registration statement and 1,000,000 5.00 62,500 5.00 The accompanying financial statements are presented assuming that the existing group structure was an existence at the beginning of the first period presented. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Note 2 Summary of significant accounting policies Basis of presentation The consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“USGAAP”). Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions, if any, and balances due to, due from, long-term investment subsidiary, and registered paid in capital have been eliminated upon consolidation. Business combinations and non-controlling interests The Company accounts for its business combinations using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805 “Business Combinations.” The cost of an acquisition is measured as the aggregate of the acquisition date fair value of the assets transferred to the sellers, liabilities incurred by the Company and equity instruments issued by the Company. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets acquired and liabilities assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total costs of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the acquisition date amounts of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the acquisition date amounts of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statements. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Subsequent to the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any further adjustments are recorded in the consolidated income statements. For the Company’s non-wholly owned subsidiaries, a noncontrolling interest is recognized to reflect the portion of equity that is not attributable, directly, or indirectly, to the Company. Use of estimates and assumptions The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s consolidated financial statements include the useful lives of property and equipment, the imputed interest rate of leases, impairment of long-lived assets, allowance for doubtful accounts, provision for contingent liabilities, revenue recognition, deferred taxes, and uncertain tax position. Actual results could differ from these estimates. Foreign currency translation and transaction The functional currencies of the Company are the local currency of the country in which the subsidiaries operate. The reporting currency of the Company is the Hong Kong Dollars (“HKD”). The results of operations and the consolidated statements of cash flows denominated in foreign currencies are translated at the average rates of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currencies is translated at the historical rates of exchange at the time of capital contributions. Because cash flows are translated based on the average translation rates, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income included in consolidated statements of changes in shareholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency in the consolidated statement of income and comprehensive income. The functional currency of RLHL, Fenbo Industries and Able Industries are HKD. The functional currency of Fenbo SZ is Renminbi (“RMB”). An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements. For the purpose of presenting these financial statements of subsidiary using RMB as functional currency, the Company’s assets and liabilities are expressed in HKD at the exchange rate on the balance sheet date, which is 0.9126 0.8866 0.9070 0.8642 The value of foreign currencies including the US Dollar may fluctuate against the Hong Kong Dollar. Any significant variations of the foreign currencies relative to the Hong Kong Dollar may materially affect the Company’s financial condition in terms of reporting in HK$. Translations of the consolidated balance sheets, consolidated statements of comprehensive income and consolidated statements of cash flows from HK$ into US$ as of and for the year ended December 31, 2023 are solely for the convenience of the reader and were calculated at the rate of US$ 0.12803 = HK$ 1 . No representation is made that the HK$ amounts could have been, or could be, converted, realized, or settled into US$ at that rate on December 31, 2023, or at any other rate. Cash Cash comprises of cash at banks and on hand. Cash held in accounts at financial institutions located in the PRC is not freely convertible into foreign currencies. In addition, these balances are not covered by insurance. While management believes that these financial institutions are of high credit quality, it also continually monitors their creditworthiness. The Company and its subsidiaries have not experienced any losses in such accounts and do not believe the cash is exposed to any significant risk. Accounts receivable, net Accounts receivable, net are stated at the original amount less an allowance for expected credit loss on such receivables. The allowance for expected credit loss is estimated based upon the Company’s assessment of various factors including historical experience, the age of the accounts receivable balances, current general economic conditions, future expectations, and customer specific quantitative and qualitative factors that may affect the Company’s customers’ ability to pay. An allowance is also made when there is objective evidence for the Company to reasonably estimate the amount of probable loss. Inventories Inventories are stated at the lower of cost or net realizable value. Cost of inventories is determined using the first-in first-out cost method. Adjustments are recorded to write down the cost of inventories to the estimated net realizable value due to slow-moving, damaged, and lost goods, which is dependent upon factors such as historical and forecasted demand and prevailing market conditions. Write-downs are recorded in cost of revenues on the consolidated statements of income and comprehensive income. Prepayments and deposits Prepayments are cash deposited or advanced to suppliers for purchasing goods or services that have not been received or provided and deposits made to the Company’s customers and landlord. This amount is refundable and bears no interest. Prepayment and deposit are classified as either current or non-current based on the terms of the respective agreements. These advances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. Other receivables Other receivables primarily include rental deposit, VAT refundable, prepayment and income tax refundable. Management regularly reviews the aging of receivables and changes in payment trends and records allowances when management believes collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. Property, plants and equipment, net Property, plants, and equipment are stated at cost net of accumulated depreciation and impairment. Depreciation is provided over the estimated useful lives of the assets using the straight-line method from the time the assets are placed in service. Estimated useful lives are as follows: Schedule of property, plants, and equipment estimated useful lives Classification: Estimated useful life Machinery & equipment 3 10 Electronic equipment 5 Office equipment 3 5 Motor vehicles 3 4 Computer and software 3 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 consolidated statements of income and comprehensive income. Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to earnings as incurred, while additions, renewals, and betterments, which are expected to extend the useful life of assets, are capitalized. Leases Leases that transfer substantially all of the benefits and risks incidental to the ownership of assets are accounted for as finance leases as if there was an acquisition of an asset and incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases. The Company has no finance leases. Under ASC 842, the Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets and operating lease liabilities are initially recognized based on the present value of future lease payments at lease commencement. The operating lease right-of-use asset also includes any lease payments made prior to lease commencement and the initial direct costs incurred by the lessee and is recorded net of any lease incentives received. As the interest rates implicit in most of the leases are not readily determinable, the Company uses the incremental borrowing rates based on the information available at lease commencement to determine the present value of the future lease payments. Operating lease expenses are recognized on a straight-line basis over the term of the lease. Bank loans Bank loans are recognized initially at fair value, net of incidental fees. Incidental fees are recorded as a reduction of the proceeds received and the related accretion is recorded as interest expense in the consolidated income statements over the estimated term of the facilities using the effective interest method. 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. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses these contingent liabilities, which inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in legal proceedings, the Company, in consultation with its legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of the reasonably possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. Impairment of long-lived assets Long-lived assets, including property, plants and equipment are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company will reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. For the years ended December 31, 2023 and 2022, no impairment of long-lived assets was 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 of the fair value hierarchy are as follows: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. Interest rates that are currently available to the Company for issuance of long-term debt and capital lease with similar terms and remaining maturities are used to estimate the fair value of the Company’s long-term debt. The fair value of the Company’s long-term debt approximated the carrying value at December 31, 2023, and 2022, as the weighted average interest rate on this long-term debt approximates the market rate for similar debt. Revenue Recognition The Company elected to adopt Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606), effective as of October 1, 2019. Accordingly, the consolidated financial statements for the year ended December 31, 2023 and 2022 are presented under ASC 606. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company’s revenues are generated from the production and sales of premium personal care electric appliances (principally electrical hair styling products such as straighteners, curlers, trimmers, etc.) and toy products. This performance obligation is satisfied at a point of time and recognized in revenue upon the transfer of control of the goods to the customers Interest income from banks is recognized when received. Cost of revenue The cost of revenue primarily consists of the cost of raw materials, direct labor costs and factory overhead. Employee benefit The full-time employees of the Company are entitled to staff welfare benefits including medical care, housing fund, pension benefits, unemployment insurance and other welfare, which are government mandated defined contribution plans. The Company is required to accrue for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant PRC regulations, and make cash contributions to the state-sponsored plans out of the amounts accrued. Total expenses for the plans were HKD 1,342,000 1,342,000 Value added taxes The Hong Kong operations are not subject to the value added tax. For the PRC operations, the PRC export revenue is not subject to VAT. VAT are charged for purchase of materials at 17 13 Revenues are presented net of applicable VAT. Income taxes The Company accounts for income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. Comprehensive income (loss) Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains, and losses that under GAAP are recorded as an element of shareholders’ equity but are excluded from net income. Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company not using HKD as its functional currencies. Earnings per share The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income attributable to the owners of the Company divided by the weighted average ordinary shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the years ended December 31, 2023 and 2022, there were no dilutive shares. Statutory Reserves Pursuant to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulate loss. Recent Accounting Pronouncements The Company is an “emerging growth company” (an “EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, which simplifies various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. The new guidance is effective for the Company for the year ending September 30, 2022. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. In January 2020, the FASB issued ASU 2020-01, “Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) — Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the FASB Emerging Issues Task Force)”, which clarifies the interactions of the accounting for certain equity securities under ASC 321, investments accounted for under the equity method of accounting in ASC 323, and the accounting for certain forward contracts and purchased options accounted for under ASC 815. ASU 2020-01 could change how an entity accounts for (i) an equity security under the measurement alternative and (ii) a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with ASC 825 “Financial Instruments”. These amendments improve current U.S. GAAP by reducing diversity in practice and increasing comparability of the accounting for these interactions. The new guidance is effective prospectively for the Company for the year ending September 30, 2022. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” and issued a subsequent amendment which refines the scope of the ASU and clarifies some of its guidance as part of the FASB’s monitoring of global reference rate reform activities in January 2021 within ASU 2021-01 (collectively, including ASU 2020-04, “ASC 848”). ASC 848 provides optional expedients and exceptions for applying U.S. GAAP on contract modifications and hedge accounting to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform if certain criteria are met. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. In August 2020, the FASB issued ASU 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies an issuer’s accounting for certain convertible instruments and the application of derivatives scope exception for contracts in an entity’s own equity. This guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation and required enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity. The new guidance is required to be applied either retrospectively to financial instruments outstanding as of the beginning of the first comparable reporting period for each prior reporting period presented or retrospectively with the cumulative effect of the change to be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. This guidance is effective for the Company for the year ending September 30, 2023. Early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have material impact on the consolidated financial position, statements of operations and cash flows. Concentrations of Risks (a) Foreign currency risk A majority of the Group’s revenue and expense transactions are denominated in the functional currency of its subsidiaries. For the Hong Kong operation, as the HK dollar is pegged to the USD since 1983, and since May 2005, the USD 1 is within the range of HKD 7.75 to HKD 7.85. The management considered that the foreign currency risk for Hong Kong dollar is limited under the pegging arrangement. For the PRC operations, the RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). It is difficult to predict how market forces or PRC government policy may impact the exchange rate between the RMB and HKD in the future. The change in the value of the RMB relative to the HKD may affect the Company’s financial results reported in HKD without giving effect to any underlying changes in the Company’s business or results of operations. Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance. As a result, the Company is exposed to foreign exchange risk as revenues and results of operations may be affected by fluctuations in the exchange rate between the HKD and RMB. If the RMB depreciates against the HKD, the value of RMB revenues, earnings and assets as expressed in HKD financial statements will decline. The Company has not entered into any hedging transactions in an effort to reduce its exposure to foreign exchange risk. (b) Credit risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and accounts receivable. As of December 31, 2023 and 2022 substantially all of the Company’s cash was held by major financial institutions located in Hong Kong and the PRC, which management believes are of high credit quality. For the credit risk related to accounts receivable, the Company performs ongoing credit evaluations of its customers. The Company establishes an allowance for doubtful accounts based upon estimates, factors surrounding the credit risk of specific customers and other information. The allowance amounts were immaterial for all periods presented. (c) Customer concentration risk The Company has a high concentration risk. For the year ended December 31, 2023 and 2022, one customer accounted for the Group’s total revenue and the total balance of account receivables for the year ended December 31, 2023 and 2022 (d) Vendor concentration risk For the year ended December 31, 2023, the five and ten largest vendors accounted for 59 79 58 77 |
Accounts receivable, net
Accounts receivable, net | 12 Months Ended |
Dec. 31, 2023 | |
Credit Loss [Abstract] | |
Accounts receivable, net | Note 3 Accounts receivable, net Accounts receivable, net consist of the following: Schedule of accounts receivable net December 31, 2022 December 31, 2023 December 31, 2023 HK$’000 HK$’000 US$’000 Accounts receivable 32,938 31,486 4,031 Allowance for doubtful accounts - - - Total accounts receivable, net 32,938 31,486 4,031 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4 Inventories Inventories consist of the following: Schedule of inventories December 31, 2022 December 31, 2023 December 31, 2023 HK$’000 HK$’000 US$’000 Raw materials 5,182 6,171 790 Work in progress 2,715 2,070 265 Finished goods 7,963 5,847 749 Total inventories 15,860 14,088 1,804 |
Prepayment, deposit, and other
Prepayment, deposit, and other receivables | 12 Months Ended |
Dec. 31, 2023 | |
Prepayment Deposit And Other Receivables | |
Prepayment, deposit, and other receivables | Note 5 Prepayment, deposit, and other receivables Prepayment, deposit, and other receivables consist of the following: Schedule of prepayment deposit and other receivables December 31, 2022 December 31, 2023 December 31, 2023 HK$’000 HK$’000 US$’000 Non-current portions: Rental deposit - - - Current portions: Rental deposit 932 1,089 139 VAT refundable 762 961 123 Prepayment 2,813 1,747 224 Income tax refundable 1,459 1,147 147 Other receivables 801 1,073 137 Prepaid expenses and other current assets 6,767 6,017 770 |
Property, plants and equipment,
Property, plants and equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, plants and equipment, net | Note 6 Property, plants and equipment, net Schedule of property plants and equipment net December 31, 2022 December 31, 2023 December 31, 2023 HK$’000 HK$’000 US$’000 Machinery & equipment 2,914 2,831 362 Electronic equipment 27 33 4 Office equipment 2,279 2,193 281 Computer software - 109 14 Motor vehicles 2,474 2,471 316 Total cost 7,694 7,637 978 Less: Accumulated depreciation (6,196 ) (6,394 ) (819 ) Net book value 1,498 1,244 159 Depreciation expenses recognized for the year ended December 31, 2023 and 2022 were HKD 506,000 702,000 |
Right-of-use assets and operati
Right-of-use assets and operating lease liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Right-of-use Assets And Operating Lease Liabilities | |
Right-of-use assets and operating lease liabilities | Note 7 Right-of-use assets and operating lease liabilities As of December 31, 2023, the Company had the following non-cancellable lease contracts: Schedule of non-cancellable lease contracts Description of lease Term Imputed interest rate Director’s quarter, Kowloon, Hong Kong 24 5.6 % Office, Kowloon, Hong Kong 24 5.6 % Production plant and administration facility, Shenzhen, PRC 10 4.3 % The following amounts were recognized in the consolidated balance sheet: Schedule of condensed balance sheet December 31, 2022 December 31, 2023 December 31, 2023 HK$’000 HK$’000 US$’000 Right-of-use assets 7,117 3,801 487 Operating lease liabilities Current 5,626 4,060 520 Non-current 2,552 198 25 Total 8,178 4,258 545 A summary of lease costs recognized in the Company’s consolidated statement of income and supplemental cash flow information relating to the operating leases is as follows: Schedule of condensed consolidated statement of income and cash flow 2022 2023 2023 For the year ended December 31 2022 2023 2023 HKD’000 HKD’000 US$’000 Amortization charge of right-of use assets 4,862 5,410 693 Right-of-use assets obtained in exchange for operating lease liabilities - - - Interest on lease liabilities 469 313 40 Cash paid for operating leases 6,015 6,301 807 Future lease payments as of December 31, 2023 are as follows: Schedule of future lease payments Year ending December 31 HK$’000 US$’000 2024 4,154 531 2025 200 26 Future minimum operating lease payments 4,354 557 Less: Imputed interest (96 ) (12 ) Total operating lease liabilities 4,258 545 |
Other payables and accrued liab
Other payables and accrued liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Other payables and accrued liabilities | Note 8 Other payables and accrued liabilities Prepayment, deposit, and other receivables consisted of the following: Schedule of prepayment deposit and other receivables HK$’000 HK$’000 US$’000 December 31, 2022 December 31, 2023 HK$’000 HK$’000 US$’000 Accrued salary 4,650 4,561 585 Income tax payable - 17 2 Other payables 1,149 2,471 317 Total 5,799 7,049 904 *The amounts due to non-controlling interest were unsecured, non-interest bearing and repayable on demand. |
Credit facilities
Credit facilities | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Credit facilities | Note 9 Credit facilities As of December 31, 2023 and 2022, bank loan consisted of the following: Schedule of bank loan HK$’000 HK$’000 December 31 Bank Name Nature of Loan 2022 2023 HK$’000 HK$’000 Bank of China (Hong Kong) Revolving loan (1) 11,000 11,000 Total 11,000 11,000 (1) This loan is a revolving loan up to HK$ 11,000,000 2.25% Interest expenses incurred from bank borrowings were HKD 396,000 313,000 3.6% 2.8% |
Related party balances and tran
Related party balances and transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related party balances and transactions | Note 10 Related party balances and transactions Related party balances The related party balances consisted of the following: Schedule of related party balances Name Relationship Nature Classification December 31, 2022 December 31, 2023 December 31, 2023 Mr. Li Shareholder and director Advance from Amounts due to related parties 2,855 151 19 Chiu Yat Chung Gary Senior management Advance from a senior management Amount due to related parties 2,262 2,262 290 Total amount due to related parties 5,117 2,413 309 The above amounts are unsecured, non-interest bearing and repayable on demand. Related party transactions (Guarantees) The related parties made guarantees to the Company in relation to all the bank borrowings of the Group. Please refer to the Note 9 for details of each guarantee made by the related parties in relation to all the bank borrowings of the Group as of December 31, 2023 and 2022. Related party transactions (Sale / lease of properties) The Company entered into the following rental agreement with a related party for a director quarter situated in Hong Kong: Schedule of rental agreement with related party Premise Relationship with the lessor Rental payment for Rental payment for Rental payment for Director quarter Lessor is a company owned by Mr. Li and his spouse 600 600 77 Hong Kong office Lessor is Mr. Li - 600 77 In December 2022, FIL sold its headquarter and sales office in Hong Kong to Mr. Li, the Company’s Executive Director, and sole shareholder, at a consideration of HK$ 13,880,000 . The carrying net book value of the office as of the transaction date was HK$ 1,349,000 , and one-off gain on disposal of the property of HK$ 12,531,000 was recognized in the income statements of the Group for the year ended December 31, 2022. This gain on disposal of property was regarded as capital gain and classified as a non-taxable income under the tax rule of Hong Kong. The sale consideration of HK$ 13,880,000 receivable from Mr. Li was offset against the amount due to Mr. Li, and the dividend declared of HK$ 10,000,000 for the year ended December 31, 2022. After the disposal of the office, FIL has continued to occupy the office and entered into a lease agreement with Mr. Li to lease this office for an initial term of two ( 2 50,000 The related party transactions are determined on an arm-length basis by reference to the market price of the comparable premises. |
Employee benefits government pl
Employee benefits government plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee benefits government plan | Note 11 Employee benefits government plan The Company participates in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. PRC labor regulations require the Company to pay to the local labor bureau a monthly contribution calculated at a stated contribution rate based on the basic monthly compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond its monthly contribution. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 12 Income taxes The provision for income taxes consists of the following: Schedule of provision income taxes For the year ended December 31 2022 2023 2023 HK$’000 HK$’000 US$’000 Current tax - Hong Kong 274 - - - Other countries 38 131 17 Income tax expense 312 131 17 Reconciliations between the provision for income taxes computed by applying the Hong Kong profits tax to income before income tax expense are as follows: Schedule of reconciliation of income before income tax expense For the year ended December 31 2022 2023 2023 HK$’000 HK$’000 US$’000 Income (loss) before income tax 8,965 (1,331 ) (171 ) Provision for income taxes at Hong Kong profits tax rates of 16.5% 1,479 - - Effect of different tax rates available to different jurisdictions (355 ) 131 17 Non-deductible expenses and non-taxable income, net (812 ) - - Income tax expense 312 131 17 Cayman Islands The Company is incorporated in the Cayman Islands and is not subject to tax on income or capital gains under the laws of Cayman Islands. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders. British Virgin Islands RLHL is incorporated in the British Virgin Islands and not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed. Hong Kong Fenbo Industries and Able Industries are incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate in Hong Kong is 8.25% for the first HK$ 2 million assessable profits and 16.5% for the assessable profits over the first HK$ 2 million. PRC Fenbo SZ is governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations, and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), Chinese enterprises are subject to income tax at a rate of 25 % after appropriate tax adjustments. |
Shareholders_ equity
Shareholders’ equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Shareholders’ equity | Note 13 Shareholders’ equity Ordinary shares The Company was established under the laws of Cayman Islands on September 30, 2022. The authorized number of ordinary shares was 300,000,000 0.0001 For the purpose of undertaking a public offering of the Company’s ordinary shares, the Company performed a series of re-organizing transactions resulting in 10,000,000 1,000,000 5.00 The Company believes it is appropriate to reflect the above transactions as re-denomination and nominal issuance of shares on a retroactive basis similar to stock split or dividend pursuant to ASC 260. According to the above transactions, the Company has retroactively adjusted the shares and per share data for all periods presented. Statutory reserves In accordance with the relevant PRC laws and regulations, the Group’s subsidiaries in the PRC are required to provide for certain statutory reserves, which are appropriated from net profit as reported in accordance with PRC accounting standards. The Group’s subsidiaries in the PRC are required to allocate at least 10% of their after-tax profits to the general reserve until such reserve has reached 50% of their respective registered capital. Appropriations to other types of reserves in accordance with relevant PRC laws and regulations are to be made at the discretion of the board of directors of each of the Group’s subsidiaries in the PRC. The statutory reserves are restricted from being distributed as dividends under PRC laws and regulations. On January 11, 2024, the representative of the underwriters partially exercised the over-allotment option and on January 16, 2024 purchased 62,500 5.00 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Net income (loss) per share attributable to ordinary shareholders | |
Net Income (Loss) Per Share | Note 14 Net Income (Loss) Per Share The following table sets forth the computation of basic and diluted loss per share for the years indicated: Schedule of net income (loss) per share For the year ended December 31 2022 2023 2023 HKD’000 HKD’000 US$’000 Basic and diluted loss per share Numerator: Net income (loss) for the year attributable to the Company’s ordinary shareholders 8,653 (1,462 ) (188 ) Denominator: Weighted average number of basic and diluted ordinary shares outstanding 10,000,000 10,084,932 10,084,932 Weighted average number of basic and diluted ordinary shares used in calculating loss per share 10,000,000 10,084,932 10,084,932 Basic and diluted net income (loss) per share (cents) 86.53 (14.50 ) (1.86 ) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15 Commitments and Contingencies Lease Commitments The Company entered into leases for production plant in PRC and director’s quarter. Please refer to the Note 7 for the details. |
Restricted net assets
Restricted net assets | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Restricted net assets | Note 16 Restricted net assets PRC laws and regulations permit payments of dividends by the Company’s subsidiaries incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, the Company’s subsidiaries incorporated in the PRC are required to annually appropriate 10% of their net income to the statutory reserve prior to payment of any dividends, unless the reserve has reached 50% of their respective registered capital. Furthermore, registered share capital and capital reserve accounts are also restricted from distribution. As a result of the restrictions described above and elsewhere under PRC laws and regulations, the Company’s subsidiaries incorporated in the PRC are restricted in their ability to transfer a portion of their net assets to the Company in the form of dividends. Except for the above or disclosed elsewhere, there is no other restriction on the use of proceeds generated by the Company’s subsidiaries to satisfy any obligations of the Company. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 17 Subsequent Event Save for that on January 11, 2024, the representative of the underwriters partially exercised the over-allotment option and on January 16, 2024 purchased 62,500 5.00 |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“USGAAP”). |
Consolidation | Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions, if any, and balances due to, due from, long-term investment subsidiary, and registered paid in capital have been eliminated upon consolidation. |
Business combinations and non-controlling interests | Business combinations and non-controlling interests The Company accounts for its business combinations using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805 “Business Combinations.” The cost of an acquisition is measured as the aggregate of the acquisition date fair value of the assets transferred to the sellers, liabilities incurred by the Company and equity instruments issued by the Company. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets acquired and liabilities assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total costs of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the acquisition date amounts of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the acquisition date amounts of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statements. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Subsequent to the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any further adjustments are recorded in the consolidated income statements. For the Company’s non-wholly owned subsidiaries, a noncontrolling interest is recognized to reflect the portion of equity that is not attributable, directly, or indirectly, to the Company. |
Use of estimates and assumptions | Use of estimates and assumptions The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s consolidated financial statements include the useful lives of property and equipment, the imputed interest rate of leases, impairment of long-lived assets, allowance for doubtful accounts, provision for contingent liabilities, revenue recognition, deferred taxes, and uncertain tax position. Actual results could differ from these estimates. |
Foreign currency translation and transaction | Foreign currency translation and transaction The functional currencies of the Company are the local currency of the country in which the subsidiaries operate. The reporting currency of the Company is the Hong Kong Dollars (“HKD”). The results of operations and the consolidated statements of cash flows denominated in foreign currencies are translated at the average rates of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currencies is translated at the historical rates of exchange at the time of capital contributions. Because cash flows are translated based on the average translation rates, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income included in consolidated statements of changes in shareholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency in the consolidated statement of income and comprehensive income. The functional currency of RLHL, Fenbo Industries and Able Industries are HKD. The functional currency of Fenbo SZ is Renminbi (“RMB”). An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements. For the purpose of presenting these financial statements of subsidiary using RMB as functional currency, the Company’s assets and liabilities are expressed in HKD at the exchange rate on the balance sheet date, which is 0.9126 0.8866 0.9070 0.8642 The value of foreign currencies including the US Dollar may fluctuate against the Hong Kong Dollar. Any significant variations of the foreign currencies relative to the Hong Kong Dollar may materially affect the Company’s financial condition in terms of reporting in HK$. Translations of the consolidated balance sheets, consolidated statements of comprehensive income and consolidated statements of cash flows from HK$ into US$ as of and for the year ended December 31, 2023 are solely for the convenience of the reader and were calculated at the rate of US$ 0.12803 = HK$ 1 . No representation is made that the HK$ amounts could have been, or could be, converted, realized, or settled into US$ at that rate on December 31, 2023, or at any other rate. |
Cash | Cash Cash comprises of cash at banks and on hand. Cash held in accounts at financial institutions located in the PRC is not freely convertible into foreign currencies. In addition, these balances are not covered by insurance. While management believes that these financial institutions are of high credit quality, it also continually monitors their creditworthiness. The Company and its subsidiaries have not experienced any losses in such accounts and do not believe the cash is exposed to any significant risk. |
Accounts receivable, net | Accounts receivable, net Accounts receivable, net are stated at the original amount less an allowance for expected credit loss on such receivables. The allowance for expected credit loss is estimated based upon the Company’s assessment of various factors including historical experience, the age of the accounts receivable balances, current general economic conditions, future expectations, and customer specific quantitative and qualitative factors that may affect the Company’s customers’ ability to pay. An allowance is also made when there is objective evidence for the Company to reasonably estimate the amount of probable loss. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost of inventories is determined using the first-in first-out cost method. Adjustments are recorded to write down the cost of inventories to the estimated net realizable value due to slow-moving, damaged, and lost goods, which is dependent upon factors such as historical and forecasted demand and prevailing market conditions. Write-downs are recorded in cost of revenues on the consolidated statements of income and comprehensive income. |
Prepayments and deposits | Prepayments and deposits Prepayments are cash deposited or advanced to suppliers for purchasing goods or services that have not been received or provided and deposits made to the Company’s customers and landlord. This amount is refundable and bears no interest. Prepayment and deposit are classified as either current or non-current based on the terms of the respective agreements. These advances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. |
Other receivables | Other receivables Other receivables primarily include rental deposit, VAT refundable, prepayment and income tax refundable. Management regularly reviews the aging of receivables and changes in payment trends and records allowances when management believes collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. |
Property, plants and equipment, net | Property, plants and equipment, net Property, plants, and equipment are stated at cost net of accumulated depreciation and impairment. Depreciation is provided over the estimated useful lives of the assets using the straight-line method from the time the assets are placed in service. Estimated useful lives are as follows: Schedule of property, plants, and equipment estimated useful lives Classification: Estimated useful life Machinery & equipment 3 10 Electronic equipment 5 Office equipment 3 5 Motor vehicles 3 4 Computer and software 3 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 consolidated statements of income and comprehensive income. Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to earnings as incurred, while additions, renewals, and betterments, which are expected to extend the useful life of assets, are capitalized. |
Leases | Leases Leases that transfer substantially all of the benefits and risks incidental to the ownership of assets are accounted for as finance leases as if there was an acquisition of an asset and incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases. The Company has no finance leases. Under ASC 842, the Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets and operating lease liabilities are initially recognized based on the present value of future lease payments at lease commencement. The operating lease right-of-use asset also includes any lease payments made prior to lease commencement and the initial direct costs incurred by the lessee and is recorded net of any lease incentives received. As the interest rates implicit in most of the leases are not readily determinable, the Company uses the incremental borrowing rates based on the information available at lease commencement to determine the present value of the future lease payments. Operating lease expenses are recognized on a straight-line basis over the term of the lease. |
Bank loans | Bank loans Bank loans are recognized initially at fair value, net of incidental fees. Incidental fees are recorded as a reduction of the proceeds received and the related accretion is recorded as interest expense in the consolidated income statements over the estimated term of the facilities using the effective interest method. |
Commitments and contingencies | 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. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses these contingent liabilities, which inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in legal proceedings, the Company, in consultation with its legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of the reasonably possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. |
Impairment of long-lived assets | Impairment of long-lived assets Long-lived assets, including property, plants and equipment are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company will reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. For the years ended December 31, 2023 and 2022, no impairment of long-lived assets was recognized. |
Fair Value Measurement | 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 of the fair value hierarchy are as follows: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. Interest rates that are currently available to the Company for issuance of long-term debt and capital lease with similar terms and remaining maturities are used to estimate the fair value of the Company’s long-term debt. The fair value of the Company’s long-term debt approximated the carrying value at December 31, 2023, and 2022, as the weighted average interest rate on this long-term debt approximates the market rate for similar debt. |
Revenue Recognition | Revenue Recognition The Company elected to adopt Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606), effective as of October 1, 2019. Accordingly, the consolidated financial statements for the year ended December 31, 2023 and 2022 are presented under ASC 606. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company’s revenues are generated from the production and sales of premium personal care electric appliances (principally electrical hair styling products such as straighteners, curlers, trimmers, etc.) and toy products. This performance obligation is satisfied at a point of time and recognized in revenue upon the transfer of control of the goods to the customers Interest income from banks is recognized when received. Cost of revenue The cost of revenue primarily consists of the cost of raw materials, direct labor costs and factory overhead. |
Employee benefit | Employee benefit The full-time employees of the Company are entitled to staff welfare benefits including medical care, housing fund, pension benefits, unemployment insurance and other welfare, which are government mandated defined contribution plans. The Company is required to accrue for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant PRC regulations, and make cash contributions to the state-sponsored plans out of the amounts accrued. Total expenses for the plans were HKD 1,342,000 1,342,000 |
Value added taxes | Value added taxes The Hong Kong operations are not subject to the value added tax. For the PRC operations, the PRC export revenue is not subject to VAT. VAT are charged for purchase of materials at 17 13 Revenues are presented net of applicable VAT. |
Income taxes | Income taxes The Company accounts for income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. |
Comprehensive income (loss) | Comprehensive income (loss) Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains, and losses that under GAAP are recorded as an element of shareholders’ equity but are excluded from net income. Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company not using HKD as its functional currencies. |
Earnings per share | Earnings per share The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income attributable to the owners of the Company divided by the weighted average ordinary shares outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the years ended December 31, 2023 and 2022, there were no dilutive shares. |
Statutory Reserves | Statutory Reserves Pursuant to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). For foreign invested enterprises and joint ventures in the PRC, annual appropriations should be made to the “reserve fund”. For foreign invested enterprises, the annual appropriation for the “reserve fund” cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulate loss. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company is an “emerging growth company” (an “EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, which simplifies various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application. The new guidance is effective for the Company for the year ending September 30, 2022. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. In January 2020, the FASB issued ASU 2020-01, “Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) — Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the FASB Emerging Issues Task Force)”, which clarifies the interactions of the accounting for certain equity securities under ASC 321, investments accounted for under the equity method of accounting in ASC 323, and the accounting for certain forward contracts and purchased options accounted for under ASC 815. ASU 2020-01 could change how an entity accounts for (i) an equity security under the measurement alternative and (ii) a forward contract or purchased option to purchase securities that, upon settlement of the forward contract or exercise of the purchased option, would be accounted for under the equity method of accounting or the fair value option in accordance with ASC 825 “Financial Instruments”. These amendments improve current U.S. GAAP by reducing diversity in practice and increasing comparability of the accounting for these interactions. The new guidance is effective prospectively for the Company for the year ending September 30, 2022. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” and issued a subsequent amendment which refines the scope of the ASU and clarifies some of its guidance as part of the FASB’s monitoring of global reference rate reform activities in January 2021 within ASU 2021-01 (collectively, including ASU 2020-04, “ASC 848”). ASC 848 provides optional expedients and exceptions for applying U.S. GAAP on contract modifications and hedge accounting to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform if certain criteria are met. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. In August 2020, the FASB issued ASU 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies an issuer’s accounting for certain convertible instruments and the application of derivatives scope exception for contracts in an entity’s own equity. This guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation and required enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity. The new guidance is required to be applied either retrospectively to financial instruments outstanding as of the beginning of the first comparable reporting period for each prior reporting period presented or retrospectively with the cumulative effect of the change to be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. This guidance is effective for the Company for the year ending September 30, 2023. Early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows. Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have material impact on the consolidated financial position, statements of operations and cash flows. |
Concentrations of Risks | Concentrations of Risks (a) Foreign currency risk A majority of the Group’s revenue and expense transactions are denominated in the functional currency of its subsidiaries. For the Hong Kong operation, as the HK dollar is pegged to the USD since 1983, and since May 2005, the USD 1 is within the range of HKD 7.75 to HKD 7.85. The management considered that the foreign currency risk for Hong Kong dollar is limited under the pegging arrangement. For the PRC operations, the RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). It is difficult to predict how market forces or PRC government policy may impact the exchange rate between the RMB and HKD in the future. The change in the value of the RMB relative to the HKD may affect the Company’s financial results reported in HKD without giving effect to any underlying changes in the Company’s business or results of operations. Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance. As a result, the Company is exposed to foreign exchange risk as revenues and results of operations may be affected by fluctuations in the exchange rate between the HKD and RMB. If the RMB depreciates against the HKD, the value of RMB revenues, earnings and assets as expressed in HKD financial statements will decline. The Company has not entered into any hedging transactions in an effort to reduce its exposure to foreign exchange risk. (b) Credit risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and accounts receivable. As of December 31, 2023 and 2022 substantially all of the Company’s cash was held by major financial institutions located in Hong Kong and the PRC, which management believes are of high credit quality. For the credit risk related to accounts receivable, the Company performs ongoing credit evaluations of its customers. The Company establishes an allowance for doubtful accounts based upon estimates, factors surrounding the credit risk of specific customers and other information. The allowance amounts were immaterial for all periods presented. (c) Customer concentration risk The Company has a high concentration risk. For the year ended December 31, 2023 and 2022, one customer accounted for the Group’s total revenue and the total balance of account receivables for the year ended December 31, 2023 and 2022 (d) Vendor concentration risk For the year ended December 31, 2023, the five and ten largest vendors accounted for 59 79 58 77 |
Nature of business and organi_2
Nature of business and organization (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of company and its subsidiaries | Details of the Company and its subsidiaries (together the “Company” or the “Group”) are set out in the table as follows: Schedule of company and its subsidiaries Name Date of incorporation Place of incorporation Principal activities Fenbo Holdings Limited September 30, 2022 Cayman Islands Investment holding Rich Legend Holdings Limited (“RLHL”) October 21, 2022 The British Virgin Islands Intermediate holding company Fenbo Industries Limited (“Fenbo Industries”) June 17, 1993 Hong Kong Intermediate holding company and trading of electronic appliance Fenbo Plastic Products Factory (Shenzhen) Limited (“Fenbo SZ”) October 19, 2010 People’s Republic of China (“PRC”) Manufacture and production of electronic appliance Able Industries Limited (“Able Industries”) November 7, 2005 Hong Kong Marketing |
Schedule of reorganization | Immediately before a series of transactions (“Reorganization”) as detailed below, the capital structure of the Group was as follows: Schedule of reorganization Number of ordinary shares Shareholder The Company RLHL Fenbo Industries Fenbo SZ Able Industries Mr. Kin Shing Li (“Mr. Li) 10,000 1 1,999,999 - 500,000 Mr. Allan Li - - 1 - - Fenbo Industries - - - 5,000,000 - Total 10,000 1 2,000,000 5,000,000 500,000 Number of ordinary shares Shareholder The Company RLHL Fenbo Industries Fenbo SZ Able Industries LMIL 10,000,000 - - - - The Company - 10 - - - RLHL - 2,000,000 - 500,000 Fenbo Industries - - - 5,000,000 - Total 10,000,000 10 2,000,000 5,000,000 500,000 |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of property, plants, and equipment estimated useful lives | Schedule of property, plants, and equipment estimated useful lives Classification: Estimated useful life Machinery & equipment 3 10 Electronic equipment 5 Office equipment 3 5 Motor vehicles 3 4 Computer and software 3 |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Credit Loss [Abstract] | |
Schedule of accounts receivable net | Accounts receivable, net consist of the following: Schedule of accounts receivable net December 31, 2022 December 31, 2023 December 31, 2023 HK$’000 HK$’000 US$’000 Accounts receivable 32,938 31,486 4,031 Allowance for doubtful accounts - - - Total accounts receivable, net 32,938 31,486 4,031 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consist of the following: Schedule of inventories December 31, 2022 December 31, 2023 December 31, 2023 HK$’000 HK$’000 US$’000 Raw materials 5,182 6,171 790 Work in progress 2,715 2,070 265 Finished goods 7,963 5,847 749 Total inventories 15,860 14,088 1,804 |
Prepayment, deposit, and othe_2
Prepayment, deposit, and other receivables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepayment Deposit And Other Receivables | |
Schedule of prepayment deposit and other receivables | Prepayment, deposit, and other receivables consist of the following: Schedule of prepayment deposit and other receivables December 31, 2022 December 31, 2023 December 31, 2023 HK$’000 HK$’000 US$’000 Non-current portions: Rental deposit - - - Current portions: Rental deposit 932 1,089 139 VAT refundable 762 961 123 Prepayment 2,813 1,747 224 Income tax refundable 1,459 1,147 147 Other receivables 801 1,073 137 Prepaid expenses and other current assets 6,767 6,017 770 |
Property, plants and equipmen_2
Property, plants and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property plants and equipment net | Schedule of property plants and equipment net December 31, 2022 December 31, 2023 December 31, 2023 HK$’000 HK$’000 US$’000 Machinery & equipment 2,914 2,831 362 Electronic equipment 27 33 4 Office equipment 2,279 2,193 281 Computer software - 109 14 Motor vehicles 2,474 2,471 316 Total cost 7,694 7,637 978 Less: Accumulated depreciation (6,196 ) (6,394 ) (819 ) Net book value 1,498 1,244 159 |
Right-of-use assets and opera_2
Right-of-use assets and operating lease liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Right-of-use Assets And Operating Lease Liabilities | |
Schedule of non-cancellable lease contracts | As of December 31, 2023, the Company had the following non-cancellable lease contracts: Schedule of non-cancellable lease contracts Description of lease Term Imputed interest rate Director’s quarter, Kowloon, Hong Kong 24 5.6 % Office, Kowloon, Hong Kong 24 5.6 % Production plant and administration facility, Shenzhen, PRC 10 4.3 % |
Schedule of condensed balance sheet | The following amounts were recognized in the consolidated balance sheet: Schedule of condensed balance sheet December 31, 2022 December 31, 2023 December 31, 2023 HK$’000 HK$’000 US$’000 Right-of-use assets 7,117 3,801 487 Operating lease liabilities Current 5,626 4,060 520 Non-current 2,552 198 25 Total 8,178 4,258 545 |
Schedule of condensed consolidated statement of income and cash flow | A summary of lease costs recognized in the Company’s consolidated statement of income and supplemental cash flow information relating to the operating leases is as follows: Schedule of condensed consolidated statement of income and cash flow 2022 2023 2023 For the year ended December 31 2022 2023 2023 HKD’000 HKD’000 US$’000 Amortization charge of right-of use assets 4,862 5,410 693 Right-of-use assets obtained in exchange for operating lease liabilities - - - Interest on lease liabilities 469 313 40 Cash paid for operating leases 6,015 6,301 807 |
Schedule of future lease payments | Future lease payments as of December 31, 2023 are as follows: Schedule of future lease payments Year ending December 31 HK$’000 US$’000 2024 4,154 531 2025 200 26 Future minimum operating lease payments 4,354 557 Less: Imputed interest (96 ) (12 ) Total operating lease liabilities 4,258 545 |
Other payables and accrued li_2
Other payables and accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of prepayment deposit and other receivables | Prepayment, deposit, and other receivables consisted of the following: Schedule of prepayment deposit and other receivables HK$’000 HK$’000 US$’000 December 31, 2022 December 31, 2023 HK$’000 HK$’000 US$’000 Accrued salary 4,650 4,561 585 Income tax payable - 17 2 Other payables 1,149 2,471 317 Total 5,799 7,049 904 |
Credit facilities (Tables)
Credit facilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of bank loan | As of December 31, 2023 and 2022, bank loan consisted of the following: Schedule of bank loan HK$’000 HK$’000 December 31 Bank Name Nature of Loan 2022 2023 HK$’000 HK$’000 Bank of China (Hong Kong) Revolving loan (1) 11,000 11,000 Total 11,000 11,000 (1) This loan is a revolving loan up to HK$ 11,000,000 2.25% |
Related party balances and tr_2
Related party balances and transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of related party balances | The related party balances consisted of the following: Schedule of related party balances Name Relationship Nature Classification December 31, 2022 December 31, 2023 December 31, 2023 Mr. Li Shareholder and director Advance from Amounts due to related parties 2,855 151 19 Chiu Yat Chung Gary Senior management Advance from a senior management Amount due to related parties 2,262 2,262 290 Total amount due to related parties 5,117 2,413 309 |
Schedule of rental agreement with related party | The Company entered into the following rental agreement with a related party for a director quarter situated in Hong Kong: Schedule of rental agreement with related party Premise Relationship with the lessor Rental payment for Rental payment for Rental payment for Director quarter Lessor is a company owned by Mr. Li and his spouse 600 600 77 Hong Kong office Lessor is Mr. Li - 600 77 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision income taxes | The provision for income taxes consists of the following: Schedule of provision income taxes For the year ended December 31 2022 2023 2023 HK$’000 HK$’000 US$’000 Current tax - Hong Kong 274 - - - Other countries 38 131 17 Income tax expense 312 131 17 |
Schedule of reconciliation of income before income tax expense | Reconciliations between the provision for income taxes computed by applying the Hong Kong profits tax to income before income tax expense are as follows: Schedule of reconciliation of income before income tax expense For the year ended December 31 2022 2023 2023 HK$’000 HK$’000 US$’000 Income (loss) before income tax 8,965 (1,331 ) (171 ) Provision for income taxes at Hong Kong profits tax rates of 16.5% 1,479 - - Effect of different tax rates available to different jurisdictions (355 ) 131 17 Non-deductible expenses and non-taxable income, net (812 ) - - Income tax expense 312 131 17 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Net income (loss) per share attributable to ordinary shareholders | |
Schedule of net income (loss) per share | The following table sets forth the computation of basic and diluted loss per share for the years indicated: Schedule of net income (loss) per share For the year ended December 31 2022 2023 2023 HKD’000 HKD’000 US$’000 Basic and diluted loss per share Numerator: Net income (loss) for the year attributable to the Company’s ordinary shareholders 8,653 (1,462 ) (188 ) Denominator: Weighted average number of basic and diluted ordinary shares outstanding 10,000,000 10,084,932 10,084,932 Weighted average number of basic and diluted ordinary shares used in calculating loss per share 10,000,000 10,084,932 10,084,932 Basic and diluted net income (loss) per share (cents) 86.53 (14.50 ) (1.86 ) |
Schedule of company and its sub
Schedule of company and its subsidiaries (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Fenbo Holdings Limited [Member] | |
Name of company | Fenbo Holdings Limited |
Date of incorporation | Sep. 30, 2022 |
Place of incorporation | Cayman Islands |
Principal activities | Investment holding |
Rich Legend Holdings Limited [Member] | |
Name of company | Rich Legend Holdings Limited (“RLHL”) |
Date of incorporation | Oct. 21, 2022 |
Place of incorporation | The British Virgin Islands |
Principal activities | Intermediate holding company |
Fenbo Industries Limited [Member] | |
Name of company | Fenbo Industries Limited (“Fenbo Industries”) |
Date of incorporation | Jun. 17, 1993 |
Place of incorporation | Hong Kong |
Principal activities | Intermediate holding company and trading of electronic appliance |
Fenbo Plastic Products Factory Limited [Member] | |
Name of company | Fenbo Plastic Products Factory (Shenzhen) Limited (“Fenbo SZ”) |
Date of incorporation | Oct. 19, 2010 |
Place of incorporation | People’s Republic of China (“PRC”) |
Principal activities | Manufacture and production of electronic appliance |
Able Industries Limited [Member] | |
Name of company | Able Industries Limited (“Able Industries”) |
Date of incorporation | Nov. 07, 2005 |
Place of incorporation | Hong Kong |
Principal activities | Marketing |
Schedule of reorganization (Det
Schedule of reorganization (Details) - shares | 12 Months Ended | |
Nov. 18, 2022 | Dec. 31, 2023 | |
Company [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | 10,000,000 | |
Rich Legend Holdings Limited [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | 10 | 10 |
Fenbo Industries Limited [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | 2,000,000 | |
Fenbo SZ [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | 5,000,000 | |
Able Industries [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | 500,000 | |
The Company [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | 10,000 | |
Rich Legend Holding Limited [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | 1 | |
Mr.Kin Shing Li [Member] | Company [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | 10,000 | |
Mr.Kin Shing Li [Member] | Rich Legend Holdings Limited [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | 1 | |
Mr.Kin Shing Li [Member] | Fenbo Industries Limited [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | 1,999,999 | |
Mr.Kin Shing Li [Member] | Fenbo SZ [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | ||
Mr.Kin Shing Li [Member] | Able Industries [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | 500,000 | |
Mr.Allan Li [Member] | Company [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | ||
Mr.Allan Li [Member] | Rich Legend Holdings Limited [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | ||
Mr.Allan Li [Member] | Fenbo Industries Limited [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | 1 | |
Mr.Allan Li [Member] | Fenbo SZ [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | ||
Mr.Allan Li [Member] | Able Industries [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | ||
Fenbo Industries [Member] | Company [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | ||
Fenbo Industries [Member] | Rich Legend Holdings Limited [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | ||
Fenbo Industries [Member] | Fenbo Industries Limited [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | ||
Fenbo Industries [Member] | Fenbo SZ [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares | 5,000,000 | |
Fenbo Industries [Member] | Able Industries [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of ordinary shares |
Nature of business and organi_3
Nature of business and organization (Details Narrative) | 12 Months Ended | |||||||
Jan. 16, 2024 $ / shares shares | Dec. 01, 2023 $ / shares shares | Nov. 18, 2022 shares | Nov. 17, 2022 HKD ($) shares | Oct. 21, 2022 shares | Dec. 31, 2023 shares | Jan. 16, 2024 $ / shares | Jan. 11, 2024 $ / shares | |
IPO [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Share price | $ / shares | $ 5 | |||||||
IPO [Member] | Subsequent Event [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Share price | (per share) | $ 5 | $ 5 | $ 5 | |||||
Rich Legend Holdings Limited [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | 10 | 10 | ||||||
Acquisition of share captial, percentage | 100% | |||||||
Rich Legend Holdings Limited [Member] | Luxury Max Investments Limited [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | ||||||||
Rich Legend Holdings Limited [Member] | The Company [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | 10 | |||||||
Rich Legend Holdings Limited [Member] | Fenbo Industries [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | ||||||||
Rich Legend Holdings Limited [Member] | Mr.Li [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | 9,990,000 | 9 | 10,000 | |||||
Rich Legend Holdings Limited [Member] | Mr.Allan [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | 1 | |||||||
Cash consideration | $ | $ 100 | |||||||
Company [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | 10,000,000 | |||||||
Company [Member] | Luxury Max Investments Limited [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | 10,000,000 | |||||||
Company [Member] | The Company [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | ||||||||
Company [Member] | Rich Legend Holdings Limited [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | ||||||||
Company [Member] | Fenbo Industries [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | ||||||||
Fenbo Industries Limited [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | 2,000,000 | |||||||
Fenbo Industries Limited [Member] | Luxury Max Investments Limited [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | ||||||||
Fenbo Industries Limited [Member] | The Company [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | ||||||||
Fenbo Industries Limited [Member] | Rich Legend Holdings Limited [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | 2,000,000 | |||||||
Fenbo Industries Limited [Member] | Fenbo Industries [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | ||||||||
Fenbo SZ [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | 5,000,000 | |||||||
Fenbo SZ [Member] | Luxury Max Investments Limited [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | ||||||||
Fenbo SZ [Member] | The Company [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | ||||||||
Fenbo SZ [Member] | Rich Legend Holdings Limited [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | ||||||||
Fenbo SZ [Member] | Fenbo Industries [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | 5,000,000 | |||||||
Able Industries [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | 500,000 | |||||||
Able Industries [Member] | Luxury Max Investments Limited [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | ||||||||
Able Industries [Member] | The Company [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | ||||||||
Able Industries [Member] | Rich Legend Holdings Limited [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | 500,000 | |||||||
Able Industries [Member] | Fenbo Industries [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | ||||||||
Fenbo Industries [Member] | IPO [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | 1,000,000 | |||||||
Fenbo Industries [Member] | IPO [Member] | Subsequent Event [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | 62,500 | |||||||
Fenbo Industries Agreement [Member] | Rich Legend Holdings Limited [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | 1,999,999 | |||||||
Able Industries Agreement [Member] | Rich Legend Holdings Limited [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Acquisition of ordinary shares | 500,000 |
Schedule of property, plants, a
Schedule of property, plants, and equipment estimated useful lives (Details) | Dec. 31, 2023 |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Electronic Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Vehicles [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Vehicles [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Summary of significant accoun_4
Summary of significant accounting policies (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2023 HKD ($) $ / shares | Dec. 31, 2022 HKD ($) | Dec. 31, 2023 $ / shares | |
Product Information [Line Items] | |||
Exchange rate on the balance sheet date | 0.9126 | 0.8866 | 0.9126 |
Income and expense items translated at the average exchange rate | 0.9070 | 0.8642 | 0.9070 |
Foreign currency exchange rate per share | (per share) | $ 1 | $ 0.12803 | |
Employee benefits | $ 1,342,000 | $ 1,342,000 | |
Value added tax percentage | 17% | ||
Value added tax refundable percentage | 13% | ||
Concentration risk, description | For the Hong Kong operation, as the HK dollar is pegged to the USD since 1983, and since May 2005, the USD 1 is within the range of HKD 7.75 to HKD 7.85. The management considered that the foreign currency risk for Hong Kong dollar is limited under the pegging arrangement. | ||
Total Purchases [Member] | Supplier Concentration Risk [Member] | Five Vendor [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 59% | 58% | |
Total Purchases [Member] | Supplier Concentration Risk [Member] | Ten Vendor [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 79% | 77% |
Schedule of accounts receivable
Schedule of accounts receivable net (Details) $ in Thousands, $ in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) |
Credit Loss [Abstract] | |||
Accounts receivable | $ 4,031 | $ 31,486 | $ 32,938 |
Allowance for doubtful accounts | |||
Total accounts receivable, net | $ 4,031 | $ 31,486 | $ 32,938 |
Schedule of inventories (Detail
Schedule of inventories (Details) $ in Thousands, $ in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 790 | $ 6,171 | $ 5,182 |
Work in progress | 265 | 2,070 | 2,715 |
Finished goods | 749 | 5,847 | 7,963 |
Total inventories | $ 1,804 | $ 14,088 | $ 15,860 |
Schedule of prepayment deposit
Schedule of prepayment deposit and other receivables (Details) $ in Thousands, $ in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) |
Prepayment Deposit And Other Receivables | |||
Rental deposit | |||
Rental deposit | 139 | 1,089 | 932 |
VAT refundable | 123 | 961 | 762 |
Prepayment | 224 | 1,747 | 2,813 |
Income tax refundable | 147 | 1,147 | 1,459 |
Other receivables | 137 | 1,073 | 801 |
Prepaid expenses and other current assets | 770 | 6,017 | 6,767 |
Accrued salary | 585 | 4,561 | 4,650 |
Income tax payable | 2 | 17 | |
Other payables | 317 | 2,471 | 1,149 |
Total | $ 904 | $ 7,049 | $ 5,799 |
Schedule of property plants and
Schedule of property plants and equipment net (Details) $ in Thousands, $ in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) |
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 978 | $ 7,637 | $ 7,694 |
Less: Accumulated depreciation | (819) | (6,394) | (6,196) |
Net book value | 159 | 1,244 | 1,498 |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 362 | 2,831 | 2,914 |
Electronic Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 4 | 33 | 27 |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 281 | 2,193 | 2,279 |
Software Development [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 14 | 109 | |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 316 | $ 2,471 | $ 2,474 |
Property, plants and equipmen_3
Property, plants and equipment, net (Details Narrative) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expenses | $ 65 | $ 506,000 | $ 702,000 |
Schedule of non-cancellable lea
Schedule of non-cancellable lease contracts (Details) | Dec. 31, 2023 |
May 1, 2023 to April 30, 2025 [Member] | Directors quarter, Kowloon, Hong Kong [Member] | |
Lessee, Lease, Description [Line Items] | |
Term | 24 months |
Imputed interest rate | 5.60% |
January 1, 2023 to December 31, 2024 [Member] | Office, Kowloon, Hong Kong [Member] | |
Lessee, Lease, Description [Line Items] | |
Term | 24 months |
Imputed interest rate | 5.60% |
July 16, 2014 to July 15, 2024 [Member] | Production plant and administration facility, Shenzhen, PRC [Member] | |
Lessee, Lease, Description [Line Items] | |
Term | 10 years |
Imputed interest rate | 4.30% |
Schedule of condensed balance s
Schedule of condensed balance sheet (Details) $ in Thousands, $ in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) |
Right-of-use Assets And Operating Lease Liabilities | |||
Right-of-use assets | $ 487 | $ 3,801 | $ 7,117 |
Current | 520 | 4,060 | 5,626 |
Non-current | 25 | 198 | 2,552 |
Total | $ 545 | $ 4,258 | $ 8,178 |
Schedule of condensed consolida
Schedule of condensed consolidated statement of income and cash flow (Details) $ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | |
Right-of-use Assets And Operating Lease Liabilities | |||
Amortization charge of right-of use assets | $ 693 | $ 5,410 | $ 4,862 |
Lease liabilities | |||
Interest on lease liabilities | 40 | 313 | 469 |
Cash paid for operating leases | $ 807 | $ 6,301 | $ 6,015 |
Schedule of future lease paymen
Schedule of future lease payments (Details) $ in Thousands, $ in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) |
Right-of-use Assets And Operating Lease Liabilities | |||
2024 | $ 531 | $ 4,154 | |
2025 | 26 | 200 | |
Future minimum operating lease payments | 557 | 4,354 | |
Less: Imputed interest | (12) | (96) | |
Total operating lease liabilities | $ 545 | $ 4,258 | $ 8,178 |
Schedule of bank loan (Details)
Schedule of bank loan (Details) - HKD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | |||
Total | $ 11,000,000 | $ 11,000,000 | |
Bank of China [Member] | |||
Line of Credit Facility [Line Items] | |||
Total | [1] | $ 11,000,000 | $ 11,000,000 |
[1]This loan is a revolving loan up to HK$ 11,000,000 2.25% |
Schedule of bank loan (Detail_2
Schedule of bank loan (Details) (Parenthetical) - HKD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Line of credit facility | $ 11,000,000 | $ 11,000,000 |
Line of credit facility, interest rate during period | 2.25% |
Credit facilities (Details Narr
Credit facilities (Details Narrative) - HKD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Other borrowings | $ 396,000 | $ 313,000 |
Debt, weighted average interest rate | 3.60% | 2.80% |
Schedule of related party balan
Schedule of related party balances (Details) $ in Thousands, $ in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) |
Related Party Transaction [Line Items] | |||
Total amount due to related parties | $ 309 | $ 2,413 | $ 5,117 |
Mr.Li [Member] | |||
Related Party Transaction [Line Items] | |||
Total amount due to related parties | 19 | 151 | 2,855 |
Chiu Yat Chung Gary [Member] | |||
Related Party Transaction [Line Items] | |||
Total amount due to related parties | $ 290 | $ 2,262 | $ 2,262 |
Schedule of rental agreement wi
Schedule of rental agreement with related party (Details) $ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | |
Director Quarter [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Rental payment | $ 77 | $ 600 | $ 600 |
Hong Kong Office [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Rental payment | $ 77 | $ 600 |
Related party balances and tr_3
Related party balances and transactions (Details Narrative) - HKD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Carrying net book value | $ 1,349,000 | ||
Gain disposal of the property | 12,531,000 | ||
Dividend declared | $ 10,000,000 | ||
Mr.Li [Member] | |||
Related Party Transaction [Line Items] | |||
Sale of Stock, Consideration Received on Transaction | $ 13,880,000 | ||
Lease initial term | 2 years | ||
Monthly rental | $ 50,000 |
Schedule of provision income ta
Schedule of provision income taxes (Details) $ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | |
Income tax expense | $ 17 | $ 131 | $ 312 |
HONG KONG | |||
Income tax expense | 274 | ||
Other Countries [Member] | |||
Income tax expense | $ 17 | $ 131 | $ 38 |
Schedule of reconciliation of i
Schedule of reconciliation of income before income tax expense (Details) $ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 HKD ($) | |
Income Tax Disclosure [Abstract] | |||
Income (loss) before income tax | $ (171) | $ (1,331) | $ 8,965 |
Provision for income taxes at Hong Kong profits tax rates of 16.5% | 1,479 | ||
Effect of different tax rates available to different jurisdictions | 17 | 131 | (355) |
Non-deductible expenses and non-taxable income, net | (812) | ||
Income tax expense | $ 17 | $ 131 | $ 312 |
Income taxes (Details Narrative
Income taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 | |
Income tax rate | 25% |
HONG KONG | |
Income tax, description | The applicable tax rate in Hong Kong is 8.25% for the first HK$ 2 million assessable profits and 16.5% for the assessable profits over the first HK$ 2 million. |
Shareholders_ equity (Details N
Shareholders’ equity (Details Narrative) | Jan. 16, 2024 $ / shares shares | Dec. 01, 2023 $ / shares shares | Jan. 16, 2024 $ / shares | Jan. 11, 2024 $ / shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Nov. 18, 2022 shares |
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Shares outstanding | 10,000,000 | ||||||
IPO [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Ordinary shares issued | 1,000,000 | ||||||
Share price | $ / shares | $ 5 | ||||||
IPO [Member] | Subsequent Event [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Share price | (per share) | $ 5 | $ 5 | $ 5 | ||||
Stock repurchased | 62,500 |
Schedule of net income (loss) p
Schedule of net income (loss) per share (Details) $ / shares in Units, $ / shares in Units, $ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 HKD ($) $ / shares shares | Dec. 31, 2022 HKD ($) $ / shares shares | |
Net income (loss) per share attributable to ordinary shareholders | |||
Net income (loss) for the year attributable to the Company' s ordinary shareholders | $ (188) | $ (1,462) | $ 8,653 |
Weighted average number of basic ordinary shares outstanding | 10,084,932 | 10,084,932 | 10,000,000 |
Weighted average number of diluted ordinary shares outstanding | 10,084,932 | 10,084,932 | 10,000,000 |
Basic net income (loss) per share (cents) | (per share) | $ (1.86) | $ (14.50) | $ 86.53 |
Diluted net income (loss) per share (cents) | (per share) | $ (1.86) | $ (14.50) | $ 86.53 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - IPO [Member] | Jan. 16, 2024 $ / shares shares | Jan. 16, 2024 $ / shares | Jan. 11, 2024 $ / shares | Dec. 01, 2023 $ / shares |
Subsequent Event [Line Items] | ||||
Share price | $ / shares | $ 5 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock repurchased | shares | 62,500 | |||
Share price | (per share) | $ 5 | $ 5 | $ 5 |