Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of September 2024

Commission File Number: 333-274448

FENBO HOLDINGS LIMITED

(Translation of registrant’s name into English)

Unit J, 19/F, World Tech Centre

95 How Ming Street

Kwun Tong

Kowloon, Hong Kong

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Overview

The Company’s operating history began in 1993 when Fenbo Industries Limited was founded in Hong Kong by Mr. Li Kin Shing as a toy manufacturer and distributor. As the toy market deteriorated, he founded Able Industries Limited in 2005 in Hong Kong and shifted the operations to the manufacturing and sales of personal care electric appliances. The manufacturing subsidiary, Fenbo Plastic Products Factory (Shenzhen) Ltd., located in Guangdong, PRC, was formed in the PRC in 2010 and is capable of producing over three million units per year. The Company currently act as both an original equipment manufacturer and historically have also served as an original design manufacturer. For more information, please visit the Company’s website at http://www.fenbo.com.

On November 30, 2023, the Company commenced the listing of its ordinary shares on the Nasdaq Capital Market under the ticker symbol “FEBO”. On December 1, 2023, the Company closed its initial public offering of 1 million ordinary shares at a public offering price of US$5 per share for total gross proceeds of US$5 million.

Financial Highlights - Fiscal Year 2024 First Half Financial Results Compared to Fiscal Year 2023 First Half Financial Results

	●	Revenues were HK$66.9 million for the six months ended June 30, 2024, a 14.2% increase from HK$58.6 million for the six months ended June 30, 2023;

	●	Gross profit was HK$14.9 million for the six months ended June 30, 2024, or 22.3% of revenues compared to HK$10.5 million, or 17.9% of revenues for the six months ended June 30, 2023;

	●	Net loss was HK$1.9 million for the six months ended June 30, 2024, compared to net income of HK$0.2 million for the six months ended June 30, 2023;

	●	Basic and diluted (loss) per share (“EPS”) was (HK$0.17) per share for the six months ended June 30, 2024 compared to income per share of HK$0.02 for the six months ended June 30, 2023; and

	●	Cash and cash equivalents were HK$25.9 million as of June 30, 2024, a 44.1% decrease from HK$46.3 million as of December 31, 2023

The following table shows our Statement of Operations data for the six-month periods ended June 30, 2024 in HK$ and US$, and 2023 in HK$. For further information regarding the results of our operations, see our unaudited interim condensed consolidated financial statements appearing elsewhere in this Report.

Unaudited Financial Results for the Six Months Ended June 30, 2024 and 2023

	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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations of the Company for the six-month period ended June 30, 2024 and for the comparable period ended June 30, 2023, and its financial condition as of June 30, 2024, should be read in conjunction with the Company’s unaudited Consolidated Statements of Income and Comprehensive Income for the six-month periods ended June 30, 2024 and 2023, and its unaudited Consolidated Balance Sheet as of June, 30 2024 and the notes thereto that are included elsewhere in this Report on Form 6-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Revenues

Revenue increased by HK$8.3 million, or 14.2%, to HK$66.9 million (US$8.6 million) for the six months ended June 30, 2024 compared to HK$58.6 million for the same period in 2023 primarily because of the increase in revenue for our flat irons and hair straighteners products.

During our six months ended June 30, 2024, the negative impact of the COVID-19 pandemic had greatly subsided, and industries, including consumer confidence, returned to normalcy as compared to the continued negative impact of the COVID-19 pandemic on businesses during the first half of 2023. Despite the COVID-19 pandemic has come to an end, geopolitical conflicts such as the Russia-Ukraine conflict and the Israeli-Palestinian conflict persisted. The consequent disruption of the global supply chain affected the recovery of economic activity and drove inflation up significantly. Moreover, major central banks’ aggressive interest rate hikes significantly increased the complexity and uncertainty of the economic development environment. Against the backdrop of challenging macroeconomic conditions, the consumer goods and manufacturing businesses have been affected and the recovery in consumer demand has been slow. Despite the Company is affected by the weak consumer sentiment and pressure from retails sales, it would continue to put efforts on improving the competitiveness of its high quality products together with bolstering its research and development capabilities with an aim to enhancing its market share in its existing business and achieving a long-term relationship with its customers.

Cost of sales

Cost of sales included cost of raw materials (such as costs of electrical components, packaging materials, metal materials, plastic particles, and painting materials), direct labor (including wages and social security contributions), manufacturing overhead (such as consumables, depreciation, direct rental expense and utilities) and other taxes. We currently do not hedge our raw materials position, and we monitor raw material price trends closely to manage our production needs.

For the six months ended June 30, 2024, cost of sales increased to HK$51.9 million (US$6.7 million), representing an increase by HK$3.9 million from HK$48.1 million in the same period in 2023. The fluctuation of cost of sales was in line with the increase in our revenue during the same period.

Gross profit

As a result of the foregoing, gross profit for the six months ended June 30, 2024, was HK$14.9 million (US$1.9 million), an increase of HK$4.5 million from HK$10.5 million for the same period in 2023.

Selling and marketing expenses

Major components of selling and marketing expenses are packaging expenses, transportation costs and custom declarations. For the six months ended June 30, 2024, selling and marketing expenses was HK$1.1 million (US$0.1 million), which increased by HK$0.2 million from HK$0.9 million in the same period in 2023. The increase during the six months ended June 30, 2024 from the same period in 2023 was due mainly to an increase in overall level of shipping of products.

General and administrative expenses

General and administrative expenses consist primarily of staff costs for our accounting and administrative support personnel and executives, depreciation, office and insurance expenses, motor vehicles and travelling expenses, stamp duty and other taxes, utility expenses, office rental and management fee, legal and professional fee and auditor’s remuneration and others. General and administrative expenses increased by HK$7.4 million from HK$8.7 million for the six months ended June 30, 2023 to HK$16.1 million (US$2.1 million) for the six months ended June 30, 2024. This increase was due mainly to the increase in (i) staff costs and insurance expenses to provide support for the business expansion and (ii) listing annual fee and legal and professional fees for post-listing administrative support during the six months ended June 30, 2024.

Income (loss) from operations

The income from operations decreased by HK$3.1 million from the income from operations of HK$0.9 million for the six months ended June 30, 2023 to the loss from operations of HK$2.2 million for the six months ended June 30, 2024. The deterioration in the financial performance from operations during the six months ended June 30, 2024 were primarily due to the combined effects of the increase of gross profit of HK$4.5 million and the increase of general and administrative expenses of HK$7.4 million during the six months ended June 30, 2024.

Other income (expenses), net

Major components of other income (expense) are exchange gain and loss, gain/loss on disposal of property, plant and equipment, sundry income, government grant and bank interest income. For the six months ended June 30, 2024, net income was HK$0.4 million (US$0.1 million), which increased by HK$0.7 million from net expenses of HK$0.3 million in the same period in 2023. The increase was due mainly to the decrease in interest expenses recognized during the six months ended June 30, 2024.

Net income (loss)

The net income decreased by HK$2.1 million from a net income of HK$0.2 million for the six months ended June 30, 2023 to a net loss of HK$1.9 million (US$0.2 million) for the six months ended June 30, 2024. The decrease in the net income during the six months ended June 30, 2024 was mainly attributable to the cumulative effect of the reasons set out above.

Earnings per Share - Basic and Diluted

Loss per basic and diluted share for the six months ended June 30, 2024 was HK$0.17, compared to earnings per basic and diluted share of HK$0.02 for the comparable period of 2023.

Liquidity and Capital Resources

The Company financed its daily operations and business development through cash generated from the operations of the Company’s wholly owned subsidiaries consisting of Able Industries Limited, Fenbo Industries Limited and Fenbo Plastic Products Factory (Shenzhen) Limited. As of June 30, 2024 and 2023, its cash balance was HK$25.9 million (US$3.3 million) and HK$21.3 million, respectively.

The following table sets forth a summary of its cash flows for the periods indicated:

	For the six months ended June 30,
	2023			2024			2024
	HK$’000			HK$’000			US$’000
Net cash provided by (used in) operating activities		7,232			(23,299	)		(2,985	)
Net cash used in investing activities		(50	)		(37	)		(5	)
Net cash provided by financing activities		376			2,769			355

Cash Flows

The following summarizes the key components of our cash flows for the six months ended June 30, 2024 and 2023:

Cash provided by (used in) operating activities

For the six months ended June 30, 2024, net cash used in operating activities of HK$23.3 million (US$3.0 million) was primarily the result of the net loss of HK$1.9 million (US$0.2 million) as adjusted for non-cash items and change in operating activities. Adjustments for non-cash items consisted of depreciation of property and equipment of HK$0.3 million (US$33,000), amortization of right to use assets of HK$2.7 million (US$0.3 million) and interest on lease liabilities of HK$60,000 (US$8,000). Change in operating activities mainly included increase in account payables of HK$2.8 million (US$0.4 million) and offset by an increase in accounts receivable of HK$14.6 million (US$1.9 million) and payment on lease of HK$3.2 million (US$0.4 million), decrease in other payables and accrued liabilities of HK$4.2 million (US$0.5 million), increase in inventories of HK$1.0 million (US$0.1 million), increase in prepaid expenses and other current assets of HK$4.3 million (US$0.5 million).

For the six months ended June 30, 2023, net cash provided by operating activities of HK$7.2 million was primarily the result of the net income of HK$0.2 million as adjusted for non-cash items and change in operating activities. Adjustments for non-cash items consisted of depreciation of property and equipment of HK$0.2 million, amortization of right to use assets of HK$2.7 million, interest on lease liabilities of HK$0.2 million and loss on disposal of property, plant, and equipment of HK$1,000. Change in operating activities mainly included decrease in accounts receivable of HK$1.5 million, decrease in inventories of HK$2.4 million, increase in account payables of HK$4.7 million, and partially offset by an increase in prepaid expenses and other current assets of HK$0.8 million, decrease in other payables and accrued liabilities of HK$1.0 million, and payment on lease of HK$3.0 million.

Cash used in investing activities

For the six months ended June 30, 2024, net cash used in investing activities was HK$37,000 (US$5,000) for the purchase of property, plant, and equipment.

For the six months ended June 30, 2023, net cash used in investing activities was HK$50,000 for the purchase of property, plant, and equipment.

Cash provided by financing activities

For the six months ended June 30, 2024, net cash from financing activities of HK$2.8 million (US$0.4 million) was mainly due to the proceeds from issuance of ordinary shares of HK$2.1 million (US$0.3 million) and the advances from related parties of HK$0.7 million (US$0.1 million).

For the six months ended June 30, 2023, net cash from financing activities of HK$0.4 million represented the advance from related parties.

Capital Expenditures

The Company had capital expenditures of HK$37,000 and HK$50,000 for the six months ended June 30, 2024 and 2023, respectively. Our capital expenditures were mainly for office equipment. Management intends to fund future capital expenditures from working capital, bank borrowings, lease financing and other financings. The Company will continue to make capital expenditures as appropriate to support its business growth.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: October 3, 2024	FENBO HOLDINGS LIMITED

	/s/ Li Siu Lun Allan
	Li Siu Lun Allan
	Chief Executive Officer, Chairman and Director

Exhibit No.

Description

99.1

Press Release dated October 3, 2024

99.2

Index to Interim Condensed Consolidated Financial Statements

Exhibit 99.1

FENBO HOLDINGS LIMITED ANNOUNCES FISCAL YEAR 2024 FIRST HALF FINANCIAL RESULTS

Hong Kong, October 3, 2024 — Fenbo Holdings Limited (Nasdaq: FEBO) (the “Company”, “we”, “our”, “us” or “FEBO”), an established original equipment manufacturer (OEM) for a global home essential company, producing electrical hair styling products under the “Remington” brand which are sold to overseas markets, today announced its unaudited financial results for the six months ended June 30, 2024.

Fiscal Year 2024 First Half Financial Results Compared to Fiscal Year 2023 First Half Financial Results

	●	Revenues were HK$66.9 million for the six months ended June 30, 2024, a 14.2% increase from HK$58.6 million for the six months ended June 30, 2023;

	●	Gross profit was HK$14.9 million for the six months ended June 30, 2024, or 22.3% of revenues compared to HK$10.5 million, or 17.9% of revenues for the six months ended June 30, 2023;

	●	Net loss was HK$1.9 million for the six months ended June 30, 2024, compared to net income of HK$0.2 million for the six months ended June 30, 2023;

	●	Basic and diluted (loss) per share (“EPS”) was (HK$0.17) per share for the six months ended June 30, 2024 compared to income per share of HK$0.02 for the six months ended June 30, 2023; and

	●	Cash and cash equivalents were HK$25.9 million as of June 30, 2024, a 44.1% decrease from HK$46.3 million as of December 31, 2023.

“I’m pleased to report our operating and financial performance of the Company for the six months ended June 30, 2024” said Mr. Siu Lun Allan Li, Chairman of FEBO, “The performance during the period was satisfactory as we were able to increase the revenue and gross profit by substantial amounts which was not sufficient to cover the significant increase in the administrative expenses. However, we have taken a number of actions to reduce costs, enhance efficiency and increase the diversity of customer base as we navigate market uncertainty. Our innovative products and diversified value-added services, strong cash flow and balance sheet as well as dedicated management are enabling us to navigate the market challenges”

“Our proven track record of operating history positions us to improve profitability and remain flexible in responding to the market. Our recently completed initial public Offering and listing on Nasdaq is a milestone for us that accelerates our efforts to expand our operation geographically and drive future growth. Looking ahead, as we anticipate challenges in the broader environment to persist during the second half fiscal 2024, we remain committed to providing cost effective packaging solutions to our customers. We are confident in our long-term strategy believe that we have the right team in place to generate sustainable long-term returns for our stakeholders,” Mr. Li concluded.

Unaudited Financial Results for the Six Months Ended June 30, 2024 and 2023

	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

Revenues

Cost of sales

Gross profit

Selling and marketing expenses

General and administrative expenses

Income (loss) from operations

Other income (expenses), net

Net income (loss)

Earnings per Share - Basic and Diluted

Loss per basic and diluted share for the six months ended June 30, 2024 was HK$0.17, compared to earnings per basic and diluted share of HK$0.02 for the comparable period of 2023.

Liquidity and Capital Resources

The Company financed its daily operations and business development through cash generated from the operations of the Company’s wholly owned subsidiaries, consisting of Able Industries Limited, Fenbo Industries Limited and Fenbo Plastic Products Factory (Shenzhen) Limited. As of June 30, 2024 and 2023, its cash balance was HK$25.9 million (US$3.3 million) and HK$21.3 million, respectively.

The following table sets forth a summary of its cash flows for the periods indicated:

	For the six months ended June 30,
	2023			2024			2024
	HK$’000			HK$’000			US$’000
Net cash provided by (used in) operating activities		7,232			(23,299	)		(2,985	)
Net cash used in investing activities		(50	)		(37	)		(5	)
Net cash provided by financing activities		376			2,769			355

Capital Expenditures

About Fenbo Holdings Limited

Forward-Looking Statements

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s goals and strategies; the Company’s future business development; financial condition and results of operations; product and service demand and acceptance; reputation and brand; the impact of competition and pricing; changes in technology; government regulations; fluctuations in general economic and business conditions in U.S., Hong Kong and China and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

For more information, please contact:

Fenbo Holdings Limited

Li Siu Lun Allan

Chief Executive Officer and Chairman of the Board of Directors

Telephone: +(852) 2343-3328

Email: allanli@fenbo.com

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