Fenbo Holdings Limited Ordinary Shares (FEBO) 6-K Fenbo Holdings Limited Announces Fiscal Year 2024 First Half Financial Results

EXHIBIT 99.2

INDEX TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Interim condensed consolidated financial statements
Interim Condensed Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	F-2
Unaudited Interim Condensed Consolidated Statements of Income and Comprehensive Income for the Six Months Ended June 30, 2024 and 2023	F-3
Unaudited Interim Condensed Consolidated Statements of Changes In Shareholders’ Equity for the Six Months Ended June 30, 2024 and 2023	F-4
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023	F-5

F-1

FENBO HOLDINGS LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(Amount in thousands, except for share and per share data, or otherwise noted)

	As of
	December 31			June 30
	2023			2024			2024
	HK$’000			HK$’000			US$’000
Assets
Current assets:
Cash		46,342			25,900			3,317
Accounts receivable, net		31,486			45,301			5,802
Deferred initial public offering cost		-			-			-
Inventories		14,088			14,802			1,896
Prepaid expenses and other current assets		6,017			10,116			1,296
Total current assets		97,933			96,119			12,311
Property, plant and equipment, net		1,244			1,013			130
Right-of-use assets		3,801			1,101			141
Total non-current assets		5,045			2,114			271
TOTAL ASSETS		102,978			98,233			12,582
Liabilities
Current liabilities
Bank loan – current		11,000			11,000			1,409
Accounts payable		18,482			20,963			2,685
Other payables and accrued liabilities		7,049			2,770			355
Lease liabilities – current		4,060			1,043			134
Amounts due to related parties		2,413			3,106			398
Total current liabilities		43,004			38,882			4,981
Non-current liabilities
Lease liabilities – non-current		198			-			-
TOTAL LIABILITIES		43,202			38,882			4,981
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; 11,062,500 shares issued and outstanding (2023: 11,000,000 shares issued and outstanding)		9			9			1
Additional paid-in capital		28,494			30,570			3,915
Statutory reserve		2,806			2,806			359
Retained earnings		28,721			26,820			3,435
Accumulated other comprehensive income		(254	)		(854	)		(109	)
Total shareholders’ equity		59,776			59,351			7,601
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		102,978			98,233			12,582

F-2

FENBO HOLDINGS LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amount in thousands, except for share and per share data, or otherwise noted)

	For the six months ended June 30,
	2023			2024			2024
	HK$’000			HK$’000			US$’000
Revenues		58,567			66,887			8,566
Cost of sales		(48,088	)		(51,948	)		(6,653	)
Gross profit		10,479			14,939			1,913
Operating expenses:
Selling and marketing expenses		(949	)		(1,106	)		(142	)
General and administrative expenses		(8,660	)		(16,050	)		(2,056	)
Total operating expenses		(9,609	)		(17,156	)		(2,198	)
Income (loss) from operations		870			(2,217	)		(285	)
Other (expense) income:
Exchange gain, net		521			216			28
Loss on disposal of property, plant and equipment		(1	)		-			-
Interest income		10			253			32
Interest expense		(936	)		(304	)		(39	)
Government grant		-			140			18
Other income, net		59			87			11
Total other (expense) income		(347	)		392			50
Income (expense) before tax expense		523			(1,825	)		(235	)
Income tax expense		(285	)		(76	)		(10	)
Net income (loss)		238			(1,901	)		(245	)
Other comprehensive income
Foreign currency translation loss, net of taxes		(1,246	)		(600	)		(77	)
Total comprehensive loss		(1,008	)		(2,501	)		(322	)
Net income (loss) per share attributable to ordinary shareholders
Basic and diluted (cents)		2.38			(17.19	)		(2.20	)
Weighted average number of ordinary shares used in computing net income (loss) per share
Basic and diluted		10,000,000			11,057,005			11,057,005

F-3

FENBO HOLDINGS LIMITED

UNAUTIED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Amount in thousands, except for share and per share data, or otherwise noted)

	Shares*		Amount		Additional paid-in capital		Statutory reserve		Accumulated other comprehensive income			Retained earnings			Total equity
			HK$’000		HK$’000		HK$’000		HK$’000			HK$’000			HK$’000
As of January 1, 2023		10,000,000		8		2,492		2,806		555			30,183			36,044
Net income for the period		-		-		-		-		-			238			238
Dividend declared		-		-		-		-		-			-			-
Foreign currency translation		-		-		-		-		(1,246	)		-			(1,246	)
Reorganization		-		-		-		-		-			-			-
As of June 30, 2023		10,000,000		8		2,492		2,806		(691	)		30,421			35,036
As of January, 2024		11,000,000		9		28,494		2,806		(254	)		28,721			59,776
Net loss for the period		-		-		-		-		-			(1,901	)		(1,901	)
Dividend declared		-		-		-		-		-			-			-
Foreign currency translation		-		-		-		-		(600	)		-			(600	)
Issuance of ordinary Shares, net of issuance costs		62,500		-		2,076		-		-			-			2,076
As of June 30, 2024		11,062,500		9		30,570		2,806		(854	)		26,820			59,351
			US$’000		US$’000		US$’000		US$’000			US$’000			US$’000
As of June 30, 2024		11,062,500		1		3,915		359		(109	)		3,435			7,601

* 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 shares of ordinary shares outstanding effected on November 18, 2022 that have been retroactively restated to the beginning of the first period presented. On December 1, 2023 the Company closed the IPO. The offering was conducted pursuant to the Company’s registration statement and 1,000,000 shares of ordinary shares were issued at the IPO price of $5.00 per share after the offering. The Shares were approved for listing on The Nasdaq Capital Market and commenced trading under the ticker symbol “FEBO.” On January 11, 2024, the representative of the underwriters partially exercised the over-allotment option and on January 16, 2024 purchased 62,500 ordinary shares at the IPO price of $5.00 per share.

F-4

FENBO HOLDINGS LIMITED

UNAUTIED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amount in thousands, except for share and per share data, or otherwise noted)

	For the six months ended June 30,
	2023			2024			2024
	HK$’000			HK$’000			US$’000
Operating activities
Net income (loss)		238			(1,901	)		(245	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		241			255			33
Amortization of right to use assets		2,654			2,721			348
Interest on lease liabilities		182			60			8
Loss on disposal of property, plant and equipment		1			-			-
Change in operating assets and liabilities:
Change in accounts receivable		1,539			(14,573	)		(1,866	)
Change in inventories		2,427			(962	)		(123	)
Change in prepaid expenses and other current assets		(809	)		(4,269	)		(547	)
Change in accounts payable		4,792			2,832			363
Change in other payables and accrued liabilities		(1,043	)		(4,233	)		(542	)
Payments on lease		(2,990	)		(3,229	)		(414	)
Net cash provided by (used in) operating activities		7,232			(23,299	)		(2,985	)
Investing activities
Purchase of property, plant and equipment		(50	)		(37	)		(5	)
Net cash used in investing activities		(50	)		(37	)		(5	)
Financing activities
Proceeds from issuance of ordinary shares		-			2,076			266
Advances from related parties		376			693			89
Net cash provided by financing activities		376			2,769			355
Net increase (decrease) in cash		7,558			(20,567	)		(2,635	)
Effect on exchange rate change on cash		(114	)		125			19
Cash as of beginning of the period		13,853			46,342			5,933
Cash as of the end of the period		21,297			25,900			3,317
Supplementary Cash Flows Information
Cash paid for interest		936			304			39
Cash paid for taxes		565			62			8

F-5