SAMFINE CREATION HOLDINGS GROUP Ltd
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2025 · Filed Mar 27, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
For the transition period from to
Commission file number:001-42299
SAMFINE CREATION HOLDINGS GROUP LIMITED
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
Flat B, 8/F, Block 4 Kwun Tong Industrial Centre 436-446 Kwun Tong Road Kwun Tong, Kowloon Hong Kong +852 3589 1500
(Address of principal executive offices)
Ms. Meifang Chen
Chief Financial Officer
+852 3589 1500
888@1398.cn
At the address of the Company set forth above
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Ordinary Shares | SFHG | The Nasdaq Stock Market LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
11,300,000 Class A ordinary shares and 9,000,000 Class B ordinary shares,
par value US$0.0000625, as of December 31, 2025.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes ☒No
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ |
|---|---|---|
| Emerging growth company ☒ | ||
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report.☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
|---|
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes☒ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
☐ Yes ☐ No
TABLE OF CONTENTS
| PART I | ||
|---|---|---|
| Item 1. | Identity of Directors, Senior Management and Advisers | 1 |
| Item 2. | Offer Statistics and Expected Timetable | 1 |
| Item 3. | Key Information | 1 |
| Item 4. | Information on the Company | 27 |
| Item 4A. | Unresolved Staff Comments | 56 |
| Item 5. | Operating and Financial Review and Prospects | 56 |
| Item 6. | Directors, Senior Management and Employees | 71 |
| Item 7. | Major Shareholders and Related Party Transactions | 77 |
| Item 8. | Financial Information | 81 |
| Item 9. | The Offer and Listing | 82 |
| Item 10. | Additional Information | 82 |
| Item 11. | Quantitative and Qualitative Disclosures About Market Risk | 101 |
| Item 12. | Description of Securities Other than Equity Securities | 102 |
| PART II | ||
| Item 13. | Defaults, Dividend Arrearages and Delinquencies | 103 |
| Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds | 103 |
| Item 15. | Controls and Procedures | 103 |
| Item 16. | [Reserved] | 104 |
| Item 16A. | Audit committee financial expert | 104 |
| Item 16B. | Code of Ethics | 104 |
| Item 16C. | Principal Accountant Fees and Services | 105 |
| Item 16D. | Exemptions from the Listing Standards for Audit Committees | 106 |
| Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 106 |
| Item 16F. | Change in Registrant’s Certifying Accountant | 106 |
| Item 16G. | Corporate Governance | 106 |
| Item 16H. | Mine Safety Disclosure | 107 |
| Item 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 107 |
| Item 16J. | Insider trading policies | 107 |
| Item 16K. | Cybersecurity | 107 |
| PART III | ||
| Item 17. | Financial Statements | 108 |
| Item 18. | Financial Statements | 108 |
| Item 19. | Exhibits | 108 |
i
INTRODUCTION
Unless otherwise indicated or the context otherwise requires, all references in this annual report to:
| ● | “Articles” is to the current articles of association of our Company (as amended from time to time); |
| ● | “BVI” are to the British Virgin Islands; |
| ● | “Companies Act” are to the Companies Act (as revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time; |
| ● | “Controlling Shareholder” are to Mr. Cheng Wing Wah, Wayne, our executive Director and Chief Executive Officer who is holding 5,203,600 Class A Ordinary Shares and 9,000,000 Class B Ordinary Shares, representing approximately 96.81% of our total voting power as at the date of this report; |
| ● | “COVID-19” are to the Coronavirus Disease 2019; |
| ● | “Europe” are to the European Union, excluding the UK; |
| ● | “Exchange Act” are to the U.S. Securities Exchange Act of 1934, as amended; |
| ● | “Hong Kong” are to the Hong Kong Special Administrative Region of the PRC; |
| ● | “HKD” or “HK$” are to the legal currency of Hong Kong; |
| ● | “IPO” is to the initial public offering of securities of the Company closed on October 16, 2024; |
| ● | “Memorandum” is to the current memorandum of association of our Company (as amended from time to time); |
| ● | “New Achiever” is to New Achiever Ventures Limited, a BVI business company limited by shares incorporated in BVI, a direct wholly-owned subsidiary of the Company; |
| ● | “Ordinary Share(s)” or “Share(s)” are to the Class A ordinary share(s) of SFHG of par value of $0.0000625 per ordinary share as at December 31, 2025 and of par value of $0.0003125 per ordinary share with effect from February 27, 2026 and Class B ordinary share(s) of SFHG of par value of $0.0003125 per ordinary share with effect from February 27, 2026; |
| ● | “our operating subsidiaries” or “operating subsidiaries” are to Samfine HK, Samfine SZ, and Samfine SZ Technology; |
| ● | “our PRC operating subsidiaries” are to Samfine SZ and Samfine SZ Technology; |
| ● | “PRC” or “China” are to the People’s Republic of China, excluding, for the purpose of this annual report, Taiwan; |
| ● | “RMB” are to Renminbi, the legal currency of the PRC; |
| ● | “Samfine HK” is to Samfine Creation Limited, a company incorporated in Hong Kong with limited liability, a directly wholly-owned subsidiary of New Achiever and an indirect wholly-owned subsidiary of the Company and our operating subsidiary in Hong Kong; |
| ● | “Samfine SZ” is to Samfine Printing (Shenzhen) Co., Ltd., a company established in the PRC with limited liability, a directly wholly-owned subsidiary of Samfine HK and an indirect wholly-owned subsidiary of the Company and our operating subsidiary in the PRC; |
ii
| ● | “Samfine SZ Technology” is to Shenzhen Samfine Cloud Printing Technology Limited, a company established in the PRC with limited liability, a directly wholly-owned subsidiary of Samfine SZ and an indirect wholly-owned subsidiary of the Company; |
| ● | “Securities Act” are to the U.S. Securities Act of 1933, as amended; |
| ● | “Shenzhen Factory” are to the production site of Samfine SZ located in Shenzhen, Guangdong Province, the PRC; |
| ● | “UK” are to the United Kingdom; |
| ● | “U.S. dollars” or “US$” or “dollars” are to the legal currency of the United States; and |
| ● | “we,” “us,” “our,” “our Company,” the “Company,” or “SFHG” in this annual report are to Samfine Creation Holdings Group Limited, an exempted company incorporated in the Cayman Islands with limited liability under the Companies Act on January 20, 2022. |
We have made rounding adjustments to some of the figures included in this annual report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.
Unless the context indicates otherwise, all information in this annual report assumes no exercise by the underwriters of their over-allotment option.
SFHG is a holding company with operations conducted in Hong Kong and the PRC through its operating subsidiaries, namely Samfine HK, Samfine SZ, and Samfine SZ Technology. SFHG’s reporting currency is HKD. This annual report contains translations of HKD into U.S. dollars solely for the convenience of the reader. Unless otherwise noted, all translations from HKD to U.S. dollars and from U.S. dollars to HKD in this annual report were calculated at the noon buying rate of US$1 = HK$7.7833 on December 31, 2025, as published in H.10 statistical release of the Board of Governors of the Federal Reserve System. We make no representation that the HKD or U.S. dollar amounts referred to in this annual report could have been or could be converted into U.S. dollars or HKD, as the case may be, at any particular rate or at all.
SFHG’s fiscal year ends on December 31.
iii
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this annual report. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed, and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:
| ● | our goals and strategies; |
| ● | our future business development, financial condition and results of operations; |
| ● | introduction of new product and service offerings; |
| ● | expected changes in our revenues, costs, or expenditures; |
| ● | our expectations regarding the demand for and market acceptance of our products and services; |
| ● | expected growth of our customers, including consolidated account customers; |
| ● | competition in our industry; |
| ● | government policies and regulations relating to our industry; and |
You should refer to the section titled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this annual report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
You should read this annual report and the documents that we reference in this annual report and have filed as exhibits to this annual report, of which this annual report forms a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
iv
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.