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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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2024

 

Commission File Number: 001-41927

 

SU Group Holdings Limited

(Exact name of registrant as specified in its charter)

 

Unit 01 – 03, 3/F, Billion Trade Centre

31 Hung To Road, 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 ☐

 

 

 

 


 

EXPLANATORY NOTE

 

SU Group Holdings Limited, a Cayman Islands exempted company (the “Company”) is furnishing this Form 6-K to provide results for the six months ended March 31, 2024 in connection with the unaudited interim condensed consolidated financial statements for the six months ended March 31, 2024.

 

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Exhibits Index

 

Exhibit No.   Description
99.1   Results for the Six Months Ended March 31, 2024 in Connection with the Unaudited Interim Condensed Consolidated Financial Statements for the Six Months Ended March 31, 2024
101. INS   Inline XBRL Instance Document.
101. SCH   Inline XBRL Taxonomy Extension Schema Document
101. CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101. DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101. LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101. PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

 

  SU Group Holdings Limited
     
  By: /s/ Chan Ming Dave
  Name:  Chan Ming Dave
  Title:   Chief Executive Officer

 

Dated: June 28, 2024

 

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Exhibit 99.1

 

Results for the Six Months Ended March 31, 2024 in Connection with the Unaudited Interim
Condensed Consolidated Financial Statements for the Six Months Ended March 31, 2024

 

Recent Developments

 

In June 2024, the Company entered into an agreement with MATZ-ERREKA, a Spain-headquartered world-leading specialist in automatic doors and automation systems, and became the exclusive distributor of MATZ-ERREKA’s premium automatic doors and gates in Hong Kong.

 

Results for the Six Months Ended March 31, 2024

 

Revenues

 

Our revenues decreased by approximately HK$5.2 million, or 5.4%, from approximately HK$97.0 million for the six months ended March 31, 2023 to approximately HK$91.8 million for the six months ended March 31, 2024. The decrease was mainly due to (i) a decrease in revenues from project and maintenance of HK$7.5 million, (ii) an increase in revenues from provision of security guarding and screening services of HK$3.7 million, and (iii) a decrease in revenues from equipment leasing of HK$1.4 million.

 

Our revenues from project and maintenance decreased by HK$7.5 million, or 12.4%, from HK$61.1 million for the six months ended March 31, 2023 to HK$53.6 million for the six months ended March 31, 2024. The decrease was mainly attributable to the change in contract size mix of project and maintenance performed. Certain revenues for the six months ended March 31, 2023 were contributed by several projects with larger revenues recognized, including one project of about HK$7 million, one project of about HK$5 million, three projects of over HK$3 million, four projects of over HK$2 million, and two projects of over HK$1 million. Comparatively, certain revenues for the six months ended March 31, 2024 were contributed by less projects with larger revenues recognized, including three projects of about HK$4 million, two projects of over HK$2 million, and six projects of over HK$1 million.

 

Our revenues from provision of security guarding and screening services increased by HK$3.7 million, or 11.7%, from HK$31.9 million for the six months ended March 31, 2023 to HK$35.6 million for the six months ended March 31, 2024. The increase was mainly due to (i) the increase in revenues from related vocational training services from HK$1.7 million for the six months ended March 31, 2023 to HK$2.1 million for the six months ended March 31, 2024; and (ii) the change in contract size mix of security guarding and screening services, as the revenues from seven customers contributing revenue of over HK$1 million during the six months ended March 31, 2024 amounted to HK$12.9 million, compared to five customers during the six months ended March 31, 2023 amounted to HK$9.4 million.

 

Our revenues from equipment leasing decreased by HK$1.4 million, or 34.1%, from HK$4.0 million for the six months ended March 31, 2023 to HK$2.6 million for the six months ended March 31, 2024. The decrease was mainly because the equipment leasing agreements of certain customers were expired, and we offered rental terms more preferential to the customers choosing to renew the agreements upon the expiry of original lease term.

 

Cost of Revenues

 

Our cost of revenues decreased by HK$6.3 million, or 8.8%, from HK$71.5 million for the six months ended March 31, 2023 to HK$65.2 million for the six months ended March 31, 2024 mainly due to change in contract size mix of the security-related engineering services performed, causing less sizable projects being recognized during the six months ended March 31, 2024 and thus, less cost of revenues being recognized. 

 

Gross Profit

 

Our gross profit increased by HK$1.1 million, or 4.4%, from HK$25.5 million for the six months ended March 31, 2023 to HK$26.6 million for the six months ended March 31, 2024, mainly resulting from the decrease in cost of revenues. The gross profit margin increased from 26.3% for the six months ended March 31, 2023 to 29.0% for the six months ended March 31, 2024. The increase was due to an increase in profit margin of the security-related engineering services performed.

 

 


 

Selling, general and administrative expenses

 

Our selling, general and administrative expenses increased by HK$1.8 million, or 12.7%, from HK$13.8 million for the six months ended March 31, 2023 to HK$15.6 million for the six months ended March 31, 2024. The increase was mainly due to an increase in legal and professional fee from HK$0.1 million for the six months ended March 31, 2023 to HK$1.2 million for the six months ended March 31, 2024, since more legal and professional services such as legal advisory are required for the Company being a public entity.

 

Losses on disposal of property and equipment

 

Our losses on disposal of property and equipment decreased by HK$0.2 million, or 20.7%, from HK$0.8 million for the six months ended March 31, 2023 to HK$0.6 million for the six months ended March 31, 2024, mainly due to a decrease in the number of X-ray machines disposed from two during the six months ended March 31, 2023 to one during the six months ended March 31, 2024.

 

Other income

 

Our other income decreased by HK$0.3 million, or 26.8%, from HK$1.1 million for the six months ended March 31, 2023 to HK$0.8 million for the six months ended March 31, 2024. The decrease was mainly due to a decrease in government subsidies from HK$0.6 million for the six months ended March 31, 2023 to nil for the six months ended March 31, 2024.

 

Finance expenses

 

Our finance expenses increased by HK$14,056, or 38.2%, from HK$36,798 for the six months ended March 31, 2023 to HK$50,854 for the six months ended March 31, 2024 due to an increase in interest expense on lease liabilities from HK$19,917 for the six months ended March 31, 2023 to HK$42,746 for the six months ended March 31, 2024 mainly attributable to the renewal of two tenancy agreements during the six months ended March 31, 2024.

 

Income tax expenses

 

Our income tax expenses decreased by HK$0.8 million, or 45.0%, from HK$1.8 million for the six months ended March 31, 2023 to HK$1.0 million for the six months ended March 31, 2024. The decrease was mainly due to a decrease in income before income tax and the reduction of assessable profits of certain subsidiaries since certain expenses incurred by the Company for and on behalf of the group were allocated to the subsidiaries.

 

Net income

 

As a result of the foregoing, our net income maintained stable at HK$10.1 million for both six months ended March 31, 2023 and 2024.

 

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About SU Group Holdings Limited

 

SU Group Holdings Limited (“SU Group”; Nasdaq: SUGP) is an integrated security-related services company that primarily provides security-related engineering services, security guarding and screening services, and related vocational training services in Hong Kong. Through its subsidiaries, SU Group has been providing turnkey services to the existing infrastructure or planned development of its customers through the design, supply, installation, and maintenance of security systems for over two decades. The security systems that SU Group provides services include threat detection systems, traffic and pedestrian control systems, and extra-low voltage systems in private and public sectors, including commercial properties, public facilities, and residential properties in Hong Kong. For more information visit www.sugroup.com.hk.

 

Forward-Looking Statements

 

Certain statements in this announcement are forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “will,” “could” and similar expressions. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s ability to renew contracts with recurring customers; the Company’s ability to secure new contracts; the Company’s ability to accurately estimate risks and costs and perform contracts based on the Company’s estimates; the Company’s relationship with the Company’s suppliers and ability to manage quality issues of the systems; the Company’s ability to obtain or renew the Company’s registrations, licenses, and certificates; the Company’s ability to manage the Company’s subcontractors; the labor costs and the general condition of the labor market; the Company’s ability to effectively manage inventories; the Company’s ability to compete effectively; the Company’s dependence on a small number of suppliers for a substantial portion of the Company’s supplies; the Company’s ability to successfully manage the Company’s capacity expansion and allocation in response to changing industry and market conditions; implementation of the Company’s expansion plans and the Company’s ability to obtain capital resources for planned growth; the Company’s ability to acquire sufficient products and obtain equipment and services from the Company’s suppliers in suitable quantity and quality; the Company’s dependence on key personnel; the Company’s ability to expand into new businesses, industries, or internationally and to undertake mergers, acquisitions, investments, or divestments; changes in technology and competing products; general economic and political conditions, including those related to the security-related engineering services industry; possible disruptions in commercial activities caused by events such as natural disasters, terrorist activities, political, economic, and social instability, and fluctuations in foreign currency exchange rates, and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”), including the Company’s most recently filed Annual Report on Form 20-F and its subsequent filings. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

 

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SU GROUP HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

    As of
September 30,
2023
    As of
March 31,
2024
    As of
March 31,
2024
 
    HK$     HK$     US$  
Assets                  
Current assets                  
Cash and cash equivalents     16,400,123       47,221,060       6,034,100  
Trade receivables, net     34,978,153       30,647,497       3,916,263  
Inventories     40,919,214       44,977,581       5,747,420  
Prepaid expenses and other current assets     1,590,259       6,645,049       849,132  
Contract assets     3,187,403       6,176,549       789,265  
Prepaid income tax    
      907,025       115,903  
Total current assets     97,075,152       136,574,761       17,452,082  
                         
Non-current assets                        
Property and equipment, net     8,405,563       7,563,170       966,453  
Intangible assets, net     144,879       102,379       13,082  
Goodwill     1,271,160       1,271,160       162,434  
Prepaid expenses and other non-current assets    
      2,485,909       317,660  
Deferred offering expenses     3,853,500      
     
 
Operating lease right-of-use assets, net     1,113,926       2,441,475       311,982  
Investment in key management insurance policy     1,157,520       1,157,520       147,913  
Deferred tax assets     1,418,419       1,595,125       203,832  
Total non-current assets     17,364,967       16,616,738       2,123,356  
TOTAL ASSETS     114,440,119       153,191,499       19,575,438  
                         
LIABILITIES AND SHAREHOLDERS’ EQUITY                        
Current liabilities                        
Trade payables     16,104,581       6,826,897       872,369  
Notes payables     3,503,768       2,738,293       349,910  
Other payables     2,633,447       3,669,077       468,850  
Accrued payroll and welfare     8,228,964       7,706,548       984,774  
Operating lease liabilities – current     204,156       1,012,762       129,415  
Income tax payable     1,058,040      
     
 
Contract liabilities     22,748,443       37,570,236       4,800,879  
Total current liabilities     54,481,399       59,523,813       7,606,197  
                         
Non-current liabilities                        
Operating lease liabilities – non-current     61,229       591,272       75,555  
Other payables – non-current     996,069       600,525       76,738  
Deferred tax liabilities     1,468,575       1,299,223       166,020  
Other liabilities     1,008,306       590,917       75,510  
Total non-current liabilities     3,534,179       3,081,937       393,823  
Total liabilities     58,015,578       62,605,750       8,000,020  
                         
Commitments and contingencies    
 
     
 
     
 
 
                         
Shareholders’ equity                        
Ordinary shares (par value of HK$0.01 per share; 750,000,000 ordinary shares authorized and 12,000,000 and 13,647,500 ordinary shares issued and outstanding as of September 30, 2023 and March 31, 2024, respectively.)     120,000       132,500       16,931  
Shares subscription receivables     (119,990 )     (90 )     (12 )
Additional paid-in capital     14,642,029       39,691,720       5,071,971  
Retained earnings     41,782,502       50,761,619       6,486,528  
Total SU Group Holdings Limited shareholders’ equity and total shareholders’ equity     56,424,541       90,585,749       11,575,418  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY     114,440,119       153,191,499       19,575,438  

 

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SU GROUP HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

    For the Six Months Ended March 31,  
    2023     2024     2024  
    HK$     HK$     US$  
Revenues     97,043,825       91,845,615       11,736,409  
Cost of revenues     (71,545,676 )     (65,231,088 )     (8,335,496 )
Gross profit     25,498,149       26,614,527       3,400,913  
                         
Operating expenses                        
Selling, general and administrative expenses     (13,835,332 )     (15,598,350 )     (1,993,221 )
Losses on disposal of property and equipment     (802,010 )     (636,289 )     (81,308 )
                         
Income from operations     10,860,807       10,379,887       1,326,384  
                         
Other income (expenses)                        
Other income     1,053,080       771,005       98,522  
Finance expenses     (36,798 )     (50,854 )     (6,498 )
Total other income, net     1,016,282       720,151       92,024  
                         
Income before income tax expenses     11,877,089       11,100,038       1,418,408  
Income tax expenses     (1,773,354 )     (976,169 )     (124,739 )
Net income     10,103,735       10,123,869       1,293,669  
Less: Net income attributable to non-controlling interests     (105,775 )    
     
 
Net income attributable to SU Group Holdings Limited’s ordinary shareholders     9,997,960       10,123,869       1,293,669  
                         
Net income per share                        
Basic and diluted
    0.83       0.81       0.10  
Weighted average number of shares                        
Basic and diluted
    12,000,000       12,464,481       12,464,481  

 

 

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