香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 之 內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不 就 因 本 公 告 全 部 或 任 何 部 份 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 之 任 何 損 失 承 擔 任 何 責 任。 中國海外諾信國際控股有限公司 CHINA OVERSEAS NUOXIN INTERNATIONAL HOLDINGS LIMITED （於開曼群島註冊成立之有限公司） （股份代號：00464） 截 至2023年9月30日 止 六 個 月 之 中 期 業 績 公 告 業 績 摘 要 截 至9月30日 止 六 個 月 2023年 2022年 （未 經 審 核） （未 經 審 核） 千 港 元 千 港 元 經 營 業 績 | --- | --- | --- | |----------|---------|----------| | 收 益 | 70,200 | 108,272 | | 毛 利 | 8,340 | 2,703 | ...

Financial Performance - The company reported revenue of approximately HKD 168.7 million for the fiscal year ending March 31, 2023, a decrease of about 36.5% from HKD 265.8 million in the previous year[6]. - The company recorded a net loss of approximately HKD 44.4 million, an increase of about 287.1% compared to a net loss of HKD 11.5 million in the prior year[9]. - The gross loss for the year was approximately HKD 18.3 million, resulting in a gross loss margin of 10.8%, compared to a gross profit margin of 5.9% in the previous year[15]. - The total comprehensive loss for the year was HKD 44,451,000, compared to HKD 16,872,000 in the previous year, highlighting a deteriorating overall financial performance[200]. - Operating loss increased to HKD 45,119,000 from HKD 10,825,000 in 2022, indicating a significant decline in operational performance[200]. - Basic and diluted loss per share was HKD 9.96, compared to HKD 2.57 in the previous year, indicating a substantial increase in losses per share[200]. - The decrease in revenue was attributed to the ongoing impact of the Russia-Ukraine conflict and rising material costs due to COVID-19 restrictions in China[15]. Cash and Assets - The company's cash and bank balances decreased to HKD 8.9 million from HKD 12.4 million in the previous year[6]. - The total assets of the company decreased to HKD 72.8 million from HKD 181.0 million in the previous year[6]. - The group's cash and bank balance as of March 31, 2023, was approximately HKD 8,878,000, a decrease from HKD 12,362,000 in the previous year[27]. - The current ratio as of March 31, 2023, was approximately 1.4, down from 1.6 in the previous year[27]. Business Strategy and Operations - The company plans to focus on maintaining good relationships with existing customers and suppliers while exploring new market opportunities[11]. - The company aims to control costs and improve operational efficiency in response to the post-pandemic business environment[11]. - The company has been exploring potential investment opportunities to diversify its business and create new revenue streams[11]. - The group plans to explore opportunities to expand and diversify its business activities to create new revenue sources and maximize long-term returns for the company and its shareholders[40]. Dividends and Shareholder Information - The company did not recommend a final dividend for the fiscal year[10]. - The company did not declare a final dividend for the year[58]. - As of March 31, 2023, major shareholders hold a total of 253,132,500 shares, representing approximately 56.80% of the issued shares[70]. - Donghai International Financial Holdings Company Limited and Donghai Securities Company Limited each hold 227,332,500 shares, accounting for 51.01% of the shares pledged[70]. Corporate Governance - The company is committed to enhancing its corporate governance practices to meet tightening regulatory requirements and increasing shareholder expectations[103]. - The board of directors includes experienced members with backgrounds in finance, management, and corporate governance, enhancing the company's leadership[108][111]. - The company has adopted the corporate governance code as per the listing rules, ensuring adherence to governance standards[123]. - The board consists of 8 members, including 4 executive directors and 4 independent non-executive directors, ensuring a balanced composition[124]. - The company has established a formal and transparent process for appointing new directors, ensuring compliance with listing rules[142]. Risk Management - The company emphasizes the importance of risk management as a key factor for success, regularly identifying potential risks and developing action plans to mitigate them[163]. - The company monitors liquidity risk daily to ensure sufficient funds for operations, capital commitments, and loan repayments[166]. - The company has implemented a robust internal control system to ensure accurate financial reporting and compliance with applicable laws and regulations[168]. - The company has established a credit monitoring function to assess credit limits and terms for customers, managing credit risk effectively[167]. Environmental Commitment - The company is committed to environmental sustainability and has obtained ISO 14001:2004 certification for its production facility in Dongguan, China[100]. - The company is committed to environmental sustainability and compliance with RoHS regulations, requiring all vendors and partners to adhere to these standards[180]. - The company has implemented new equipment and comprehensive policies to ensure compliance with environmental regulations[180]. Audit and Compliance - The independent auditor's report confirmed that the consolidated financial statements reflect the company's financial position accurately as of March 31, 2023[185]. - The Audit Committee reviewed the audited consolidated financial statements for the fiscal year ending March 31, 2023, ensuring compliance with accounting principles and legal requirements[153]. - The company has established an internal audit department since February 2008, which has been effective in monitoring internal controls and risk management[159].

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 之 內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不 就 因 本 公 告 全 部 或 任 何 部 份 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 之 任 何 損 失 承 擔 任 何 責 任。 中國海外諾信國際控股有限公司 CHINA OVERSEAS NUOXIN INTERNATIONAL HOLDINGS LIMITED （於開曼群島註冊成立之有限公司） （股份代號：00464） 截 至2023年3月31日 止 年 度 之 末 期 業 績 公 告 及 恢 復 買 賣 中 國 海 外 諾 信 國 際 控 股 有 限 公 司（「本 公 司」）董 事（「董 事」）會（「董 事 會」） 欣 然 宣 佈，本 公 司 及 其 附 屬 公 司（統 稱「本 集 團」）截 至2023年3月31日 止 年 度（「本 年 度」）之 經 審 核 財 務 業 績 如 下： 綜 合 損 益 及 其 他 全 面 收 益 表 截 至202 ...

Financial Performance - The company's revenue for the six months ended September 30, 2022, was approximately HKD 108.27 million, a decrease of about 27.0% compared to HKD 148.35 million in the corresponding period of the previous year[13]. - Gross profit for the same period was approximately HKD 2.70 million, down approximately 76.0% from HKD 11.25 million, resulting in a gross margin of 2.5%, a decline of 5.1 percentage points[13]. - The net loss for the period was approximately HKD 19.15 million, an increase of about 46.6% compared to a net loss of HKD 13.07 million in the previous corresponding period[13]. - Basic loss per share was HKD 4.298, an increase of approximately 46.6% from HKD 2.933 in the previous corresponding period[16]. - The company reported a loss before tax of HKD 19,154,000, compared to a loss of HKD 12,239,000 in the previous year, indicating worsening financial performance[98]. - The basic and diluted loss per share for the period was HKD 4.298, compared to HKD 2.933 in the previous year[98]. Assets and Liabilities - Total assets were approximately HKD 127.78 million, down from HKD 289.34 million in the previous year[9]. - The net asset value was approximately HKD 54.35 million, a decrease from HKD 77.41 million in the previous year[9]. - Current liabilities were reduced to HKD 68,962,000 from HKD 104,276,000, indicating improved liquidity management[101]. - Trade receivables as of September 30, 2022, amounted to HKD 38,569,000, down 19% from HKD 47,971,000 as of March 31, 2022[149]. - Total trade receivables and notes receivable decreased to HKD 41,603,000 from HKD 49,060,000, reflecting a decline of 15%[150]. - Trade payables as of September 30, 2022, were HKD 23,413,000, a significant decrease of 56% from HKD 53,831,000 as of March 31, 2022[153]. Cash Flow and Financing - The company's bank and cash balance as of September 30, 2022, was approximately HKD 12.97 million, compared to HKD 25.52 million in the previous year[9]. - The net cash generated from operating activities for the six months ended September 30, 2022, was HKD 1,709,000, compared to a net cash used of HKD 4,631,000 in the same period of 2021[113]. - The company’s financing activities resulted in a net cash outflow of HKD 2,969,000 for the period, compared to a net cash inflow of HKD 1,907,000 in 2021[113]. - The group reported a significant increase in bank borrowings, with new loans amounting to HKD 34,424,000, while repayments totaled HKD 37,736,000[113]. Market Conditions and Strategy - The company faced significant pressure from customers to reduce prices due to the depreciation of the RMB, impacting mature product sales[17]. - The company continues to focus on optimizing product structure and expanding economies of scale to mitigate the negative impacts of intense market competition[21]. - The company believes that the European and Asian markets will remain major sources of revenue in the coming years, with major customers accounting for approximately 62% of total revenue during the period[20]. - The group faced significant challenges due to the ongoing Russia-Ukraine conflict, impacting global economic conditions and leading to increased energy and commodity prices[36]. - The group aims to explore opportunities for business expansion and diversification to create new revenue streams and maximize long-term returns for shareholders[36]. Corporate Governance - The board consists of seven directors, including four executive directors and three independent non-executive directors[75]. - The Audit Committee has reviewed the unaudited interim condensed consolidated financial statements for the six months ended September 30, 2022[83]. - The company has established an internal audit department to ensure effective internal controls and risk management systems[84]. - The company is committed to enhancing its risk management measures and internal control systems[87]. Shareholder Information - Major shareholder, Zhongyun Capital Limited, holds approximately 56.80% of the issued shares, totaling 253,132,500 shares[45]. - No interim dividend was declared for the six months ended September 30, 2022, consistent with the previous year[41]. - No stock options were granted under the new stock option plan during the six months ended September 30, 2022[65]. - The company has no unexercised stock options as of September 30, 2022[66]. Capital Expenditures and Commitments - As of September 30, 2022, the group had capital commitments of HKD 1.48 million, an increase from HKD 1.09 million as of March 31, 2022[31]. - The group incurred capital expenditures of approximately HKD 287,000 for properties, plants, and equipment, a decrease of 43% from HKD 505,000 in the same period last year[145]. Related Party Transactions - The group reported a total of HKD 920,000 in loans from related parties during the period, with no interest and repayable within one year[158]. - The group recorded related party transactions amounting to HKD 26,453,000 for purchases from a company controlled by a key management personnel[168]. - Key management personnel compensation for the six months ended September 30, 2022, totaled HKD 1,020,000, a decrease of 35% from HKD 1,573,000 in the previous year[169].

China Overseas Nuoxin International Holdings Limited 中 國 海 外 諾 信 國 際 控 股 有 限 公 司 (於開曼群島註冊成立之有限公司) 股份代號:00464 告 頁碼 公司資料 2 摘要 3 管理層討論及分析 4 補充資料 10 簡明綜合損益及其他全面收益表 2 1 簡明綜合財務狀況表 22 簡明綜合權益變動表 24 簡明綜合現金流量表 25 簡明綜合財務報表附註 26 1. 2. 3. 4. 5. 6. 7. 8. 9. 中國海外諾信國際控股有限公司 1 | --- | --- | --- | --- | |-------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------|-- ...

Company Information This section details key company personnel and essential corporate information - The report provides detailed information on key company personnel, including executive directors, independent non-executive directors, members of various committees, company secretary, registered office, principal place of business, share registrar, auditor, and principal bankers[13](index=13&type=chunk) Financial Highlights [Operating Results and Financial Position](index=4&type=section&id=Highlights-Operating%20Results%20and%20Financial%20Position) Revenue decreased to **HKD 194 million**, but gross profit rose to **HKD 23.03 million** with an improved **11.9% gross margin**, and net loss significantly narrowed to **HKD 2.12 million** Financial Summary (For the six months ended September 30) | Metric | 2020 (Unaudited) | 2019 (Unaudited) | Change | | :--- | :--- | :--- | :--- | | **Operating Results** | | | | | Revenue (HKD Thousand) | 193,997 | 248,787 | -22.0% | | Gross Profit (HKD Thousand) | 23,027 | 19,850 | +16.0% | | Net Loss (HKD Thousand) | (2,115) | (11,381) | -81.4% | | Basic Loss Per Share (HK Cents) | (0.475) | (2.554) | -81.4% | | **Financial Position** | | | | | Total Assets (HKD Thousand) | 352,080 | 397,281 | -11.4% | | Net Assets (HKD Thousand) | 102,217 | 125,312 | -18.4% | | **Financial Ratios** | | | | | Gross Margin | 11.9% | 8.0% | +3.9pp | | Net Gearing Ratio | 13.1% | N/A | N/A | Management Discussion and Analysis [Financial Performance](index=5&type=section&id=Financial%20Performance) Revenue declined by **22.0%** to **HKD 194 million** due to COVID-19, but gross profit increased by **16.0%** to **HKD 23.03 million** with an **11.9% gross margin**, and net loss significantly narrowed to **HKD 2.12 million** Financial Performance Highlights (For the six months ended September 30, 2020) | Metric | Amount | YoY Change | Key Reasons | | :--- | :--- | :--- | :--- | | Revenue | HKD 194 million | -22.0% | Reduced orders in Europe, US, and Asia markets due to COVID-19 pandemic | | Gross Profit | HKD 23.03 million | +16.0% | Increased sales of high-margin new and premium products | | Gross Margin | 11.9% | +3.9 percentage points | Optimized product mix | | Net Loss | HKD 2.12 million | -81.4% | Increased gross profit and cost control | | Basic Loss Per Share | 0.475 HK Cents | -81.4% | Reduced net loss | - The Board has resolved not to declare an interim dividend for the six months ended September 30, 2020[21](index=21&type=chunk) [Business and Operations Review](index=6&type=section&id=Business%20and%20Operations%20Review) The Group's ODM/OEM electronic hair care business, based in Dongguan, faced significant challenges from COVID-19 and trade tensions, responding with product optimization and cost control, while **79%** of turnover came from top five customers - The Group primarily engages in the design, manufacturing, and sale of electronic hair care products (ODM/OEM), with its manufacturing base located in Dongguan, China[22](index=22&type=chunk) - Key challenges include the COVID-19 pandemic, US-China trade tensions, customer price pressure, and difficulties in recruiting workshop operators in mainland China[22](index=22&type=chunk)[26](index=26&type=chunk) - Response strategies include optimizing product structure, focusing on high-margin products, strictly monitoring procurement costs, prudent investment, and stringent quality control to enhance efficiency and reduce costs[26](index=26&type=chunk) - Customer concentration is high, with the top five customers accounting for **79%** of total turnover; Europe and Asia markets remain the primary sources of revenue[22](index=22&type=chunk) [Liquidity and Financial Resources](index=7&type=section&id=Liquidity%20and%20Financial%20Resources) As of September 30, 2020, cash and bank balances were **HKD 25.57 million**, with the net gearing ratio improving from **20.6%** to **13.1%**, indicating sound liquidity Liquidity and Financial Resources (As at September 30, 2020) | Metric | Amount | Compared to (March 31, 2020) | | :--- | :--- | :--- | | Cash and Bank Balances (HKD Thousand) | 25,567 | 31,060 | | Net Current Assets (HKD Thousand) | 18,896 | 20,293 | | Current Ratio | 1.1 | 1.1 | | Total Bank Facilities (HKD Thousand) | 83,400 | 93,400 | | Utilized Bank Facilities (HKD Thousand) | 38,908 | 51,211 | | Net Gearing Ratio | 13.1% | 20.6% | - The Group primarily conducts transactions in HKD, USD, and RMB; as HKD is pegged to USD, there is no significant exchange rate risk, and the Group hedges RMB income and expenditure fluctuations by generating revenue in mainland China without using financial instruments to hedge foreign exchange risk[29](index=29&type=chunk) [Employment and Remuneration Policies](index=9&type=section&id=Employment%20and%20Remuneration%20Policies) As of September 30, 2020, total employees decreased to **1,251**, with staff costs falling to **HKD 50.19 million**, and remuneration policies are performance-based, offering various benefits - The total number of employees (Hong Kong and mainland China) decreased from **1,653** in the prior period to **1,251**[36](index=36&type=chunk) - Total staff costs for the reporting period were approximately **HKD 50.19 million**, a significant decrease from **HKD 72.53 million** in the prior period, primarily due to a reduction in the number of employees[36](index=36&type=chunk) [Outlook and Prospects](index=10&type=section&id=Outlook%20and%20Prospects) The Group anticipates ongoing challenges in hair care products from COVID-19, but sees "stay-at-home economy" opportunities and plans to explore business diversification for new revenue streams - Anticipated future challenges include subdued demand due to COVID-19, customer price pressure, shortage of skilled labor in mainland China, shortened product life cycles, and capital market and exchange rate fluctuations[37](index=37&type=chunk) - Market opportunities arise from the pandemic stimulating the "stay-at-home economy," with consumers more inclined to purchase hair care products for home use[37](index=37&type=chunk) - The Group plans to continue exploring opportunities for business expansion and diversification to create new revenue streams[37](index=37&type=chunk) Supplementary Information [Share Capital, Dividends, and Shareholder Interests](index=11&type=section&id=Share%20Capital%2C%20Dividends%2C%20and%20Shareholder%20Interests) As of September 30, 2020, issued share capital was **445,646,000 shares**, no interim dividend was declared, and major shareholders held **56.80%** of shares - As at September 30, 2020, the company's issued shares totaled **445,646,000** with a par value of **HKD 0.001** per share[40](index=40&type=chunk) - The Board resolved not to declare an interim dividend[42](index=42&type=chunk) Major Shareholders' Shareholding (As at September 30, 2020) | Name of Major Shareholder | Capacity and Nature of Interest | Number of Shares Held | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | Zhongyun Capital Co., Ltd. | Beneficial Owner | 253,132,500 | 56.80% | | Li Yuelan / Liu Xuezhong | Interest in Controlled Corporation | 253,132,500 | 56.80% | | Tianjin Xiantong Investment Management Co., Ltd. | Investment Manager | 50,575,000 | 11.35% | | Donghai International Financial Holdings Co., Ltd. | Interest in Shares as Security | 227,332,500 | 51.01% | [Corporate Governance](index=15&type=section&id=Corporate%20Governance) The company maintains high corporate governance standards, complying with Listing Rules, with an eight-member Board including five executive and three independent non-executive directors, and established Remuneration, Nomination, and Audit Committees - The Board of Directors comprises **eight** directors, including **five** executive directors and **three** independent non-executive directors[73](index=73&type=chunk) - The company has established a Remuneration Committee, a Nomination Committee, and an Audit Committee, all chaired by independent non-executive directors[77](index=77&type=chunk)[78](index=78&type=chunk)[80](index=80&type=chunk) - The Audit Committee has reviewed this interim report and the unaudited interim financial statements[80](index=80&type=chunk) - The Board is fully responsible for maintaining sound and effective internal control and risk management systems and regularly reviews their effectiveness[83](index=83&type=chunk)[84](index=84&type=chunk) Condensed Consolidated Financial Statements [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=21&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended September 30, 2020, revenue was **HKD 194 million** (down **22%**), gross profit **HKD 23.03 million** (up **16%**), net loss narrowed to **HKD 2.12 million**, and total comprehensive income was **HKD 4.43 million** Consolidated Statement of Profit or Loss Summary (For the six months ended September 30) | Item | 2020 (HKD Thousand) | 2019 (HKD Thousand) | | :--- | :--- | :--- | | Revenue | 193,997 | 248,787 | | Cost of Sales | (170,970) | (228,937) | | **Gross Profit** | **23,027** | **19,850** | | Administrative Expenses | (23,438) | (29,663) | | Loss Before Tax | (2,096) | (11,446) | | **Loss for the Period** | **(2,115)** | **(11,381)** | | Other Comprehensive Income/(Expense) | 6,544 | (9,823) | | **Total Comprehensive Income/(Expense) for the Period** | **4,429** | **(21,204)** | [Condensed Consolidated Statement of Financial Position](index=22&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of September 30, 2020, total assets were **HKD 352 million**, total liabilities **HKD 250 million**, net assets **HKD 102 million**, and net current assets **HKD 18.9 million** Consolidated Statement of Financial Position Summary | Item | As at September 30, 2020 (HKD Thousand) | As at March 31, 2020 (HKD Thousand) | | :--- | :--- | :--- | | **Non-current Assets** | **98,408** | **92,323** | | **Current Assets** | **253,672** | **237,416** | | Of which: Trade and Bills Receivables | 122,082 | 78,305 | | Of which: Bank Balances and Cash | 25,567 | 31,060 | | **Current Liabilities** | **234,776** | **217,123** | | Of which: Trade Payables | 95,647 | 71,490 | | Of which: Bank Borrowings | 38,908 | 51,211 | | **Non-current Liabilities** | **15,087** | **14,828** | | **Net Assets** | **102,217** | **97,788** | | **Total Equity** | **102,217** | **97,788** | [Condensed Consolidated Statement of Cash Flows](index=25&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) Operating activities generated **HKD 6.54 million** net cash inflow, while investing and financing activities resulted in outflows, leading to a net decrease of **HKD 8.01 million** in cash and cash equivalents, ending at **HKD 25.57 million** Cash Flow Statement Summary (For the six months ended September 30) | Item | 2020 (HKD Thousand) | 2019 (HKD Thousand) | | :--- | :--- | :--- | | Net Cash from (used in) Operating Activities | 6,540 | (15,128) | | Net Cash from (used in) Investing Activities | (2,006) | (2,365) | | Net Cash from (used in) Financing Activities | (12,542) | (14,344) | | **Net (Decrease) in Cash and Cash Equivalents** | **(8,008)** | **(31,837)** | | Cash and Cash Equivalents at Beginning of Period | 31,060 | 83,957 | | **Cash and Cash Equivalents at End of Period** | **25,567** | **49,928** | Notes to the Condensed Consolidated Financial Statements [Revenue and Segment Information](index=28&type=section&id=Revenue%20and%20Segment%20Information) All Group revenue comes from electronic hair care products, with Europe contributing **HKD 103 million (53.0%)** and Asia **HKD 74.8 million (38.6%)**, though all major markets saw revenue decline - The Group has only one reportable operating segment, which is the design, manufacturing, and sale of electronic hair care products[134](index=134&type=chunk) Revenue by Customer Geographical Location (For the six months ended September 30) | Region | 2020 (HKD Thousand) | 2019 (HKD Thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Europe | 102,789 | 122,366 | -16.0% | | Asia | 74,802 | 86,729 | -13.8% | | North and South America | 13,718 | 37,981 | -63.9% | | Africa | 2,595 | 957 | +171.2% | | Australia | 93 | 754 | -87.7% | | **Total** | **193,997** | **248,787** | **-22.0%** | [Trade and Other Receivables and Payables](index=34&type=section&id=Trade%20and%20Other%20Receivables%20and%20Payables) As of the period-end, trade and bills receivables rose to **HKD 122 million** and trade payables to **HKD 95.65 million**, with most balances aged within **120 days** and credit terms typically **14-90 days** Aging Analysis of Trade and Bills Receivables | Aging | As at September 30, 2020 (HKD Thousand) | As at March 31, 2020 (HKD Thousand) | | :--- | :--- | :--- | | Within 60 days | 86,577 | 29,752 | | 61 to 120 days | 32,907 | 44,116 | | 121 to 365 days | 2,303 | 4,201 | | Over 365 days | 295 | 236 | | **Total** | **122,082** | **78,305** | Aging Analysis of Trade Payables | Aging | As at September 30, 2020 (HKD Thousand) | As at March 31, 2020 (HKD Thousand) | | :--- | :--- | :--- | | Within 60 days | 66,314 | 33,437 | | 61 to 120 days | 23,329 | 18,126 | | 121 to 365 days | 3,085 | 12,134 | | Over 365 days | 2,919 | 7,793 | | **Total** | **95,647** | **71,490** | [Loans from Related Parties](index=35&type=section&id=Loans%20from%20Related%20Parties) As of September 30, 2020, total unsecured, interest-free loans from related parties amounted to **HKD 54.9 million**, repayable within one year, including **HKD 14.9 million** from the controlling shareholder and **HKD 40 million** from key management Details of Related Party Loans | Lender | Relationship | Amount (HKD Thousand) | | :--- | :--- | :--- | | Zhongyun Capital Co., Ltd. | Controlling Shareholder | 14,895 | | Mr. Tam Chi Sang and Mr. Lam Wai Ming | Key Management Personnel | 40,000 | | **Total** | | **54,895** | - All loans from related parties are unsecured, interest-free, and repayable within one year from the date of drawdown[162](index=162&type=chunk)

Company Information [Company Basic Information](index=3&type=section&id=Company%20Basic%20Information) This section details the fundamental information of China Overseas Nuoxin International Holdings Limited, covering its board, operational addresses, and stock identification - The Board of Directors comprises five executive directors and three independent non-executive directors[4](index=4&type=chunk) - The company's principal place of business is Unit 810, 19th Floor, 1908 Queen's Road Central, Hong Kong[4](index=4&type=chunk) - The company's stock code is **00464**, and its website is www.co-nuoxin.com[4](index=4&type=chunk) Summary [Financial Summary](index=4&type=section&id=Financial%20Summary) This section outlines the unaudited financial performance for the six months ended September 30, 2019, highlighting improved profitability despite reduced net asset value and cash Financial Summary for the Six Months Ended September 30 | Metric | 2019 (HK$ Thousand) | 2018 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | **Operating Results** | | | | | Turnover | 248,787 | 190,285 | +30.7% | | Gross Profit | 19,850 | 5,467 | +263.1% | | Net Loss | (11,381) | (22,916) | -50.3% | | **Per Share Data** | | | | | Basic Loss Per Share (HK cents) | (2.554) | (5.142) | -50.3% | | Net Asset Value Per Share (HK cents) | 28.1 | 39.1 | -28.2% | | **Financial Position** | | | | | Cash | 49,928 | 80,316 | -37.8% | | Net Cash | 9,761 | 30,162 | -67.6% | | Total Assets | 397,281 | 388,518 | +2.3% | | Net Assets | 125,312 | 174,397 | -28.2% | | **Financial Ratios** | | | | | Gross Profit Margin | 8.0% | 2.9% | +5.1pp | | Net Loss to Turnover Ratio | (4.6%) | (12.0%) | +7.4pp | | Return on Equity | (9.1%) | (13.1%) | +4.0pp | | Net Cash to Equity Ratio | 7.8% | 17.3% | -9.5pp | Management Discussion and Analysis [Financial Results](index=5&type=section&id=Financial%20Results) The Group achieved **30.7% turnover growth** to **HK$248.8 million** and a **263.1% increase in gross profit** to **HK$19.85 million**, significantly narrowing net loss Financial Results for the Six Months Ended September 30 | Metric | 2019 (HK$ Thousand) | 2018 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Turnover | 248,787 | 190,285 | +30.7% | | Gross Profit | 19,850 | 5,467 | +263.1% | | Gross Profit Margin | 8.0% | 2.9% | +5.1pp | | Net Loss | (11,381) | (22,916) | -50.3% | | Basic Loss Per Share (HK cents) | (2.554) | (5.142) | -50.3% | - Turnover growth was primarily driven by increased orders for low-end products in European and Asian markets[11](index=11&type=chunk) - Gross profit margin improved due to a gradual decline in raw material prices, contributing to lower production costs[11](index=11&type=chunk) - The Board resolved not to declare an interim dividend for the six months ended September 30, 2019[13](index=13&type=chunk) [Business Review](index=6&type=section&id=Business%20Review) The Group primarily designs, manufactures, and sells electronic hair care products via ODM/OEM, maintaining market position despite challenges by focusing on customer relationships and quality - The Group primarily engages in the design, manufacturing, and sale of electronic hair care products, with manufacturing based in Dongguan, China, mainly through original design manufacturing (ODM) and original equipment manufacturing (OEM) models[15](index=15&type=chunk) - Hair dryers constitute the largest share of the Group's revenue, followed by hair straighteners, hot air brushes, curling irons, and crimpers[15](index=15&type=chunk) - The Group has redesigned its manufacturing and supply chain processes to achieve cost savings[15](index=15&type=chunk) [Market Review](index=6&type=section&id=Market%20Review) Amidst US-China trade tensions and China's economic slowdown, consumer preferences shifted towards low-end electronic hair care products, yet the Group maintained its market position through strong customer relationships and product quality - In the first half of 2019, ongoing US-China trade tensions and a slowdown in China's economic growth led consumers to prefer more low-end products over high-end ones[15](index=15&type=chunk) - The Group maintained a strong position as one of the global leading suppliers in electronic hair care products, leveraging long-term customer relationships and high-quality products[15](index=15&type=chunk) - The Group anticipates that European and Asian markets will remain primary revenue sources in the coming years[15](index=15&type=chunk) [Operational Review](index=7&type=section&id=Operational%20Review) The Group's China production centers face challenges from a slow market recovery and labor shortages, leading to increased labor costs; in response, the Group is streamlining production, focusing on high-margin products, and investing in automation to enhance efficiency and profitability - The Group faces operational challenges including a slow recovery in the Chinese market and difficulties in recruiting workshop operators, resulting in significantly increased labor costs[18](index=18&type=chunk) - The Group adopted a dual approach: streamlining production processes and adjusting sales strategies to focus on high-margin products, while allocating more resources to upgrade and automate manufacturing processes to improve efficiency and reduce costs[18](index=18&type=chunk) - The Group expects gross profit margin to continue growing in the second half of 2019[18](index=18&type=chunk) [Liquidity and Financial Resources](index=7&type=section&id=Liquidity%20and%20Financial%20Resources) As of September 30, 2019, the Group's cash and bank balances decreased to **HK$49.928 million**, with reduced net current assets and net cash position, but improved capital gearing ratio Overview of Liquidity and Financial Resources | Metric | Sep 30, 2019 (HK$ Thousand) | Mar 31, 2019 (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 49,928 | 83,957 | -40.5% | | Net Current Assets | 38,216 | 56,973 | -32.9% | | Current Ratio | 1.1 | 1.2 | -8.3% | | Net Cash Position | 9,761 | 29,129 | -66.5% | | Net Cash to Equity Ratio | 7.8% | 29.1% | -73.2% | | Total Bank Facilities | 98,400 | 98,400 | 0% | | Utilized Bank Facilities | 40,167 | 54,828 | -26.8% | | Capital Gearing Ratio | 32.1% | 37.4% | -14.2% | - The Group consistently maintains a sound liquidity position and continuously monitors its financial resources to ensure sufficient funds for working capital and capital expenditure needs[22](index=22&type=chunk) [Significant Investments Held](index=8&type=section&id=Significant%20Investments%20Held) For the six months ended September 30, 2019, the Group did not hold any significant investments - The Group held no significant investments for the six months ended September 30, 2019[23](index=23&type=chunk) [Significant Acquisitions and Disposals of Subsidiaries, Associates, and Joint Ventures](index=8&type=section&id=Significant%20Acquisitions%20and%20Disposals%20of%20Subsidiaries,%20Associates,%20and%20Joint%20Ventures) For the six months ended September 30, 2019, the Group did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures - The Group had no significant acquisitions or disposals of subsidiaries, associates, and joint ventures for the six months ended September 30, 2019[24](index=24&type=chunk) [Sufficient Public Float](index=9&type=section&id=Sufficient%20Public%20Float) As of the latest practicable date before the report's printing, the Company maintained a sufficient public float in accordance with the Listing Rules - The Company has maintained a sufficient public float of its issued shares as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[26](index=26&type=chunk) [Foreign Exchange Risk](index=9&type=section&id=Foreign%20Exchange%20Risk) The Group primarily transacts in HKD, USD, and RMB; USD exchange risk is not significant due to the HKD peg, and RMB fluctuation risk is managed by offsetting RMB receipts and payments from China operations without using financial instruments for hedging this period - The Group's financial statements are presented in HKD, with business transactions primarily conducted in HKD, USD, and RMB[27](index=27&type=chunk) - There is no significant exchange rate risk concerning USD due to the HKD peg to the USD[27](index=27&type=chunk) - To manage exchange rate risk related to RMB fluctuations, the Group successfully offsets RMB receipts and payments through its China operations and did not use any financial instruments for hedging during this period[27](index=27&type=chunk) [Contractual and Capital Commitments](index=9&type=section&id=Contractual%20and%20Capital%20Commitments) As of September 30, 2019, the Group's capital commitments decreased to **HK$0.915 million** from **HK$1.53 million** as of March 31, 2019 Capital Commitments | Metric | Sep 30, 2019 (HK$ Thousand) | Mar 31, 2019 (HK$ Thousand) | | :--- | :--- | :--- | | Capital Commitments | 915 | 1,530 | [Contingent Liabilities](index=9&type=section&id=Contingent%20Liabilities) As of September 30, 2019, the Group had no significant contingent liabilities - As of September 30, 2019, the Group had no significant contingent liabilities[28](index=28&type=chunk) [Pledged Assets](index=9&type=section&id=Pledged%20Assets) As of September 30, 2019, the Group had no pledged assets - As of September 30, 2019, the Group had no pledged assets[29](index=29&type=chunk) [Employment and Remuneration Policies](index=10&type=section&id=Employment%20and%20Remuneration%20Policies) As of September 30, 2019, the Group employed 26 staff in Hong Kong and approximately 1,627 staff and workers in China, with total staff costs slightly increasing to **HK$72.525 million** Staff Headcount and Costs | Metric | Sep 30, 2019 | Sep 30, 2018 | | :--- | :--- | :--- | | Hong Kong Staff Headcount | 26 | 29 | | Total China Staff and Workers | 1,627 | 1,589 | | Total Staff Costs (HK$ Thousand) | 72,525 | 70,529 | - The Group's remuneration policy is based on fairness, performance-driven rewards, and market-competitive compensation packages for employees[31](index=31&type=chunk) - In addition to salaries, other employee benefits provided by the Group include a share option scheme, performance-linked bonuses, MPF contributions, and medical insurance[31](index=31&type=chunk) [Outlook and Prospects](index=10&type=section&id=Outlook%20and%20Prospects) The Group anticipates challenges in its hair care business, including weak consumer sentiment, pricing pressure, labor shortages, and market volatility, and plans to diversify operations and explore production expansion in Cambodia to create new revenue streams - The Group expects its main hair care products business to face challenges such as weak consumer sentiment, pressure from customers to lower selling prices, a shortage of skilled labor in mainland China, shorter product life cycles for consumer electronics, and capital market volatility and exchange rate fluctuations[32](index=32&type=chunk) - The Group intends to establish a representative office in Cambodia to explore production potential and cooperation outside mainland China, aiming to expand its production capacity and product and customer portfolio[32](index=32&type=chunk) - The Group continuously explores opportunities to expand and diversify its businesses and activities to create new revenue streams and maximize returns for the Company and its shareholders in the long term[32](index=32&type=chunk) Supplementary Information [Share Capital](index=11&type=section&id=Share%20Capital) For the six months ended September 30, 2019, the Company's total issued shares amounted to **445,646,000** with a par value of **HK$0.001** per share - As of the six months ended September 30, 2019, the total number of issued shares in the Company's share capital was **445,646,000** with a par value of **HK$0.001** per share[34](index=34&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Shares](index=11&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Shares) Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed shares during the period - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed shares during the period[35](index=35&type=chunk) [Future Plans for Material Investments or Capital Assets](index=11&type=section&id=Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) As of September 30, 2019, the Group had no future plans for material investments or capital assets - As of September 30, 2019, the Group had no plans for material investments or capital assets[36](index=36&type=chunk) [Interim Dividend](index=11&type=section&id=Interim%20Dividend) The Board of Directors resolved not to declare an interim dividend for the six months ended September 30, 2019 - The Board resolved not to declare an interim dividend for the six months ended September 30, 2019[37](index=37&type=chunk) [Events After the Reporting Period](index=12&type=section&id=Events%20After%20the%20Reporting%20Period) Subsequent to the reporting period, the Company completed the acquisition of Shanghai Tingxin Internet Financial Information Service Co., Ltd. on October 29, 2019, expanding into e-commerce and online platform businesses, which is not a discloseable transaction under Listing Rule Chapter 14 - The Company completed the acquisition of the entire equity interest in Shanghai Tingxin Internet Financial Information Service Co., Ltd. on October 29, 2019[39](index=39&type=chunk) - The acquisition aligns with the Group's business development strategy, offering a good opportunity to expand into e-commerce, including pre-sale and group-buying online platform businesses[39](index=39&type=chunk) - As the applicable percentage ratios for the acquisition did not exceed 5%, it is not subject to the reporting, announcement, and shareholder approval requirements under Chapter 14 of the Listing Rules[39](index=39&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares of the Company](index=13&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares%20of%20the%20Company) As of September 30, 2019, no directors or chief executive of the Company held any interests or short positions in the shares, underlying shares, or debentures of the Company or its associated corporations that required disclosure under the Securities and Futures Ordinance or the Listing Rules Model Code - As of September 30, 2019, no directors or chief executive of the Company held any interests or short positions in the shares, underlying shares, or debentures of the Company or its associated corporations as recorded in the register maintained by the Company under Section 352 of the Securities and Futures Ordinance, or as required to be notified to the Company and The Stock Exchange of Hong Kong Limited under the Model Code for Securities Transactions by Directors of Listed Issuers contained in Appendix 10 of the Listing Rules[43](index=43&type=chunk) [Substantial Shareholders' Interests and Short Positions in Shares of the Company](index=13&type=section&id=Substantial%20Shareholders'%20Interests%20and%20Short%20Positions%20in%20Shares%20of%20the%20Company) As of September 30, 2019, Zhongyun Capital Limited and its associates held **56.80%** of the Company's shares, with Tianjin Xiantong Investment Management Co., Ltd. and Tianjin Huitongyuan Asset Management Co., Ltd. holding **11.35%** and **9.99%** respectively, and Everbright International Financial Holdings Limited and Everbright Securities Co., Ltd. holding a **51.01%** pledged interest Substantial Shareholders' Long Positions in Shares of the Company | Name of Substantial Shareholder | Capacity and Nature of Interest | Number of Shares Held | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | Zhongyun Capital Limited | Beneficial owner | 253,132,500 | 56.80% | | China Investment International Limited | Interest in controlled corporation | 253,132,500 | 56.80% | | Asia Glory Management Group Limited | Interest in controlled corporation | 253,132,500 | 56.80% | | Luckever Holdings Limited | Interest in controlled corporation | 253,132,500 | 56.80% | | Li Yuelan | Interest in controlled corporation | 253,132,500 | 56.80% | | Liu Xuezhong | Interest in controlled corporation | 253,132,500 | 56.80% | | Tianjin Xiantong Investment Management Co., Ltd. | Beneficial owner | 50,575,000 | 11.35% | | Tianjin Huitongyuan Asset Management Co., Ltd. | Beneficial owner | 44,500,000 | 9.99% | | Everbright International Financial Holdings Limited | Interest in pledged shares | 227,332,500 | 51.01% | | Everbright Securities Co., Ltd. | Interest in pledged shares | 227,332,500 | 51.01% | [Share Option Scheme](index=15&type=section&id=Share%20Option%20Scheme) The Company adopted a new share option scheme on August 6, 2015, valid for ten years, with no options granted or outstanding during the six months ended September 30, 2019 - The Company adopted a new share option scheme on August 6, 2015, which will remain effective for a period of ten (10) years[49](index=49&type=chunk) - No share options were granted under the new share option scheme during the six months ended September 30, 2019[49](index=49&type=chunk) - As of September 30, 2019, no share options were outstanding[49](index=49&type=chunk) [Arrangements to Purchase Shares or Debentures](index=15&type=section&id=Arrangements%20to%20Purchase%20Shares%20or%20Debentures) During the period, the Company did not grant any rights to directors or their associates to subscribe for its securities, nor did it enter into any arrangements enabling directors to acquire similar rights in other corporations - At no time during the period did the Company grant any rights to any director or their respective spouses or children under 18 years of age to subscribe for the Company's securities for their benefit, nor did they exercise any such rights[50](index=50&type=chunk) - Neither the Company, its holding company, its subsidiaries, nor fellow subsidiaries entered into any arrangements that would enable directors to acquire relevant rights in any other body corporate[50](index=50&type=chunk) [Competing Interests](index=15&type=section&id=Competing%20Interests) As of September 30, 2019, no directors or controlling shareholders of the Company, or their respective associates, held any interests in other companies that might directly or indirectly compete with the Group's business, other than their interests in the Group - As of September 30, 2019, other than their interests in the Group, no directors or controlling shareholders of the Company or their respective associates held any interests in any other company that might directly or indirectly compete with the Group's business[51](index=51&type=chunk) [Corporate Governance](index=16&type=section&id=Corporate%20Governance) The Company is committed to developing a robust corporate governance framework to enhance accountability, transparency, independence, responsibility, and fairness for shareholders and stakeholders [Corporate Governance Practices](index=16&type=section&id=Corporate%20Governance%20Practices) The Company is dedicated to enhancing corporate governance, ensuring accountability, transparency, independence, responsibility, and fairness, with regular reviews and improvements; the Board confirms compliance with the Corporate Governance Code, except for the absence of independent non-executive directors at the AGM - The Company is committed to developing a corporate governance framework suitable for the Group to enhance accountability, transparency, independence, responsibility, and fairness for shareholders and business-related parties[52](index=52&type=chunk) - The Board believes that the Company has complied with the applicable code provisions of the Corporate Governance Code and Corporate Governance Report contained in Appendix 14 of the Listing Rules for the six months ended September 30, 2019, except that independent non-executive directors Mr. Chan Ka Yin and Mr. Wong Chi Wai were unable to attend the Company's Annual General Meeting held on August 23, 2019, due to other commitments[52](index=52&type=chunk) [Compliance with the Model Code for Securities Transactions by Directors](index=16&type=section&id=Compliance%20with%20the%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company has adopted procedures for directors' securities transactions that are no less stringent than the Model Code, and all directors confirmed full compliance during the reporting period - The Company has adopted procedures governing directors' securities transactions, with terms no less stringent than the required standards set out in the Model Code[53](index=53&type=chunk) - Following specific inquiries with all directors, all directors confirmed their full compliance with the required standards, and the Company is not aware of any non-compliance with the required standards set out in the Model Code for the six months ended September 30, 2019[53](index=53&type=chunk) [Board of Directors](index=17&type=section&id=Board%20of%20Directors) The Board of Directors consists of eight members, including five executive directors (Mr. Gao Jianbo, Ms. Cai Dongyan, Mr. Zhang Huijun, Ms. Lin Jiahui, Mr. Lin Liangyong) and three independent non-executive directors (Mr. Chan Ka Yin, Mr. Wong Chi Wai, Mr. Lam Yick Man) - The Board of Directors comprises eight directors, including five executive directors: Mr. Gao Jianbo (Chairman), Ms. Cai Dongyan (Chief Executive Officer), Mr. Zhang Huijun, Ms. Lin Jiahui, and Mr. Lin Liangyong[55](index=55&type=chunk) - The three independent non-executive directors are Mr. Chan Ka Yin, Mr. Wong Chi Wai, and Mr. Lam Yick Man[55](index=55&type=chunk) [Remuneration Committee](index=17&type=section&id=Remuneration%20Committee) The Remuneration Committee is responsible for reviewing and recommending the Group's remuneration policies, executive directors' and senior management's basic salaries and performance bonuses, and is composed of three independent non-executive directors and one executive director, with Mr. Chan Ka Yin as Chairman - The Remuneration Committee is responsible for reviewing and recommending the Group's overall remuneration policy and remuneration packages; reviewing and recommending the basic salaries of the Group's executive directors and senior management; and recommending performance bonuses for the Company's executive directors[56](index=56&type=chunk) - The Remuneration Committee comprises three independent non-executive directors (Mr. Chan Ka Yin, Mr. Wong Chi Wai, and Mr. Lam Yick Man) and one executive director (Mr. Zhang Huijun), with Mr. Chan Ka Yin appointed as Chairman of the Remuneration Committee[56](index=56&type=chunk) [Nomination Committee](index=17&type=section&id=Nomination%20Committee) The Nomination Committee is responsible for formulating and implementing the Board's nomination policy, consisting of three independent non-executive directors with Mr. Chan Ka Yin as Chairman, and its terms of reference comply with the Corporate Governance Code in Appendix 14 of the Listing Rules - The Nomination Committee is responsible for formulating nomination policies for the Board's consideration and implementing the nomination policies established by the Board[57](index=57&type=chunk) - The Nomination Committee comprises three independent non-executive directors (Mr. Chan Ka Yin, Mr. Wong Chi Wai, and Mr. Lam Yick Man), with Mr. Chan Ka Yin appointed as Chairman of the Nomination Committee[57](index=57&type=chunk) [Audit Committee](index=18&type=section&id=Audit%20Committee) Established on April 29, 2005, the Audit Committee reviews and oversees the Group's financial reporting, risk management, and internal control systems, and has discussed accounting principles and reviewed the interim financial statements with management - The primary responsibilities of the Audit Committee are to review and oversee the Group's financial reporting process, risk management, and internal control systems, with a particular focus on any changes in accounting policies and practices, compliance with accounting standards, and legal requirements when reviewing financial statements[59](index=59&type=chunk) - The Audit Committee comprises three independent non-executive directors (Mr. Chan Ka Yin, Mr. Wong Chi Wai, and Mr. Lam Yick Man), with Mr. Chan Ka Yin appointed as Chairman of the Audit Committee[60](index=60&type=chunk) - The Audit Committee has discussed the accounting principles and policies adopted by the Group with management and reviewed this report and the Group's unaudited condensed consolidated interim financial statements for the six months ended September 30, 2019[60](index=60&type=chunk) [Risk Management](index=19&type=section&id=Risk%20Management) The Board considers risk management crucial for the Company's success, with the Group employing a pragmatic approach to identify, assess, and mitigate risks through action plans, and continuously strengthening risk management and internal control systems - The Board considers risk management one of the key success factors for the Company[62](index=62&type=chunk) - Management regularly identifies potential risks, assesses their impact and likelihood, and develops appropriate action plans to mitigate the level of risk[62](index=62&type=chunk) - The Group will continue to strengthen its risk management measures and internal control systems, and adopt a stringent governance framework by referencing market best practices[62](index=62&type=chunk) [Internal Control](index=19&type=section&id=Internal%20Control) The Board is fully responsible for maintaining sound and effective internal control and risk management systems, designed to safeguard assets, ensure accurate accounting records, enhance financial reporting reliability, and comply with laws and regulations, providing reasonable assurance for achieving objectives and mitigating operational risks - The Board is fully responsible for maintaining sound and effective internal control and risk management systems for the Group and reviewing their effectiveness[63](index=63&type=chunk) - The internal control and risk management systems are designed to provide reasonable, but not absolute, assurance against material misstatement or loss, and to manage and minimize the risk of failure in the Group's operating systems[63](index=63&type=chunk) [Disclosure of Directors' Information Pursuant to Rule 13.51B(1) of the Listing Rules](index=20&type=section&id=Disclosure%20of%20Directors'%20Information%20Pursuant%20to%20Rule%2013.51B(1)%20of%20the%20Listing%20Rules) During the reporting period, independent non-executive director Mr. Chan Ka Yin's directorships changed, including his resignation from Dickson Construction International Group Limited and appointment to China Kangda Food Company Limited - Mr. Chan Ka Yin resigned as an independent non-executive director, chairman of the audit committee and internal control committee, and a member of the remuneration committee and nomination committee of Dickson Construction International Group Limited, effective July 29, 2019[65](index=65&type=chunk) - Mr. Chan was appointed as an independent non-executive director, chairman of the audit committee, and a member of the nomination committee and remuneration committee of China Kangda Food Company Limited, effective November 7, 2019[65](index=65&type=chunk) [Change of Company Name and Amendments to and Restatement of Constitutional Documents](index=20&type=section&id=Change%20of%20Company%20Name%20and%20Amendments%20to%20and%20Restatement%20of%20Constitutional%20Documents) The Company's English name was changed to "China Overseas Nuoxin International Holdings Limited" and its Chinese name to "中国海外诺信国际控股有限公司" via a special resolution on May 27, 2019, with constitutional documents amended to reflect this change, effective May 31, 2019 - The Company passed a special resolution at an extraordinary general meeting held on May 27, 2019, to change its English name from "Kenford Group Holdings Limited" to "China Overseas Nuoxin International Holdings Limited" and its dual foreign name from "建福集团控股有限公司" to "中国海外诺信国际控股有限公司"[66](index=66&type=chunk) - The change of name became effective on May 31, 2019[66](index=66&type=chunk) [Publication of Interim Results](index=21&type=section&id=Publication%20of%20Interim%20Results) The Company has published its interim results and related financial information on the HKEX website and plans to dispatch the interim report to shareholders in early December 2019, also making it available for public inspection at its principal place of business in Hong Kong and on the company website - The Company has published all details of its financial and related information (including all information required by paragraphs 46(1) to 46(9) of Appendix 16 of the Listing Rules) on the HKEX website[68](index=68&type=chunk) - This interim report will also be dispatched to shareholders in early December 2019 and made available for public inspection at the Company's principal place of business in Hong Kong and on its website[68](index=68&type=chunk)[69](index=69&type=chunk) [Other Disclosures](index=21&type=section&id=Other%20Disclosures) Except for the information already disclosed, there were no other material changes to the information disclosed in the Company's most recent annual report, or such changes were deemed immaterial to the Group's operations, thus no further disclosures are made in this report - Except for what has been disclosed, there were no other material changes to the information disclosed in the Company's most recent annual report, or such changes were deemed immaterial to the Group's operations, thus no other disclosures are made in this report[69](index=69&type=chunk) [Acknowledgement](index=21&type=section&id=Acknowledgement) The Board extends its sincere gratitude to all employees for their loyal service and contributions, and to customers, suppliers, banks, and shareholders for their continuous support - The Board takes this opportunity to express its sincere gratitude to all employees for their loyal service and contributions, and to customers, suppliers, banks, and shareholders for their continuous support[70](index=70&type=chunk) Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income [Overview of Profit or Loss and Comprehensive Income](index=22&type=section&id=Overview%20of%20Profit%20or%20Loss%20and%20Comprehensive%20Income) This section presents the condensed consolidated statement of profit or loss and other comprehensive income for the six months ended September 30, 2019, showing turnover of **HK$248.8 million**, gross profit of **HK$19.85 million**, loss for the period of **HK$11.381 million**, and total comprehensive expense for the period of **HK$21.204 million** Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the Six Months Ended September 30) | Metric | 2019 (HK$ Thousand) | 2018 (HK$ Thousand) | | :--- | :--- | :--- | | Turnover | 248,787 | 190,285 | | Cost of Sales | (228,937) | (184,818) | | Gross Profit | 19,850 | 5,467 | | Other Income, Gains and Losses | 3,314 | 8,056 | | Distribution Costs | (3,964) | (3,348) | | Administrative Expenses | (29,663) | (31,652) | | Finance Costs | (983) | (914) | | Loss Before Tax | (11,446) | (22,391) | | Income Tax | 65 | (525) | | Loss for the Period Attributable to Owners of the Company | (11,381) | (22,916) | | Exchange Differences on Translation of Overseas Operations | (9,823) | (12,882) | | Total Comprehensive Expense for the Period Attributable to Owners of the Company | (21,204) | (35,798) | | Basic Loss Per Share (HK cents) | (2.554) | (5.142) | Condensed Consolidated Statement of Financial Position [Overview of Financial Position](index=23&type=section&id=Overview%20of%20Financial%20Position) This section provides the condensed consolidated statement of financial position as of September 30, 2019, showing total assets less current liabilities of **HK$141.3 million** and net assets of **HK$125.3 million**, with non-current assets including property, plant and equipment and right-of-use assets, and current assets primarily comprising inventories, trade receivables, and bank balances Condensed Consolidated Statement of Financial Position (As of September 30, 2019) | Metric | Sep 30, 2019 (HK$ Thousand) | Mar 31, 2019 (HK$ Thousand) | | :--- | :--- | :--- | | **Non-current Assets** | | | | Property, Plant and Equipment | 94,864 | 99,822 | | Right-of-use Assets | 6,599 | – | | **Current Assets** | | | | Inventories | 95,362 | 90,462 | | Trade and Bills Receivables | 127,654 | 101,116 | | Bank Balances and Cash | 49,928 | 83,957 | | **Current Liabilities** | | | | Trade Payables | 103,415 | 80,797 | | Loans from Related Parties | 71,345 | 70,045 | | Bank Borrowings | 40,167 | 54,828 | | Net Current Assets | 38,216 | 56,973 | | Net Assets | 125,312 | 146,468 | | Share Capital | 446 | 446 | | Share Premium and Reserves | 124,866 | 146,022 | | Total Equity | 125,312 | 146,468 | Condensed Consolidated Statement of Changes in Equity [Overview of Changes in Equity](index=25&type=section&id=Overview%20of%20Changes%20in%20Equity) This section presents the condensed consolidated statement of changes in equity for the six months ended September 30, 2019, showing a decrease in total equity attributable to owners of the Company from **HK$146.5 million** at the beginning of the period to **HK$125.3 million** at the end, primarily due to loss for the period and a reduction in translation reserve Condensed Consolidated Statement of Changes in Equity (Attributable to Owners of the Company) | Metric | Share Capital (HK$ Thousand) | Share Premium (HK$ Thousand) | Merger Reserve (HK$ Thousand) | Property Revaluation Reserve (HK$ Thousand) | Translation Reserve (HK$ Thousand) | Retained Profits (HK$ Thousand) | Total (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Apr 1, 2019 (Audited) | 446 | 63,099 | 942 | 47,779 | 6,942 | 27,260 | 146,468 | | Loss for the Period | – | – | – | – | – | (11,381) | (11,381) | | Other Comprehensive Expense for the Period | – | – | – | – | (9,823) | 48 | (9,775) | | Total Comprehensive Expense for the Period | – | – | – | – | (9,823) | (11,333) | (21,156) | | Sep 30, 2019 (Unaudited) | 446 | 63,099 | 942 | 47,779 | (2,881) | 15,927 | 125,312 | Condensed Consolidated Statement of Cash Flows [Overview of Cash Flows](index=26&type=section&id=Overview%20of%20Cash%20Flows) This section presents the condensed consolidated statement of cash flows for the six months ended September 30, 2019, showing net cash used in operating activities of **HK$15.128 million**, net cash used in investing activities of **HK$2.365 million**, and net cash used in financing activities of **HK$14.344 million**, resulting in a net decrease in cash and cash equivalents of **HK$31.837 million** Condensed Consolidated Statement of Cash Flows (For the Six Months Ended September 30) | Metric | 2019 (HK$ Thousand) | 2018 (HK$ Thousand) | | :--- | :--- | :--- | | Net Cash (Used in) Generated from Operating Activities | (15,128) | 16,083 | | Net Cash (Used in) Investing Activities | (2,365) | (10,784) | | Net Cash (Used in) Generated from Financing Activities | (14,344) | 17,578 | | Net (Decrease) Increase in Cash and Cash Equivalents | (31,837) | 22,877 | | Cash and Cash Equivalents at Beginning of Period | 83,957 | 58,072 | | Effect of Exchange Rate Changes | (2,192) | (633) | | Cash and Cash Equivalents at End of Period | 49,928 | 80,316 | Notes to the Condensed Consolidated Financial Statements [General Information](index=27&type=section&id=General%20Information) The Company, incorporated in the Cayman Islands on November 10, 2004, and listed on HKEX since June 16, 2005, is an investment holding company whose subsidiaries primarily design, manufacture, and sell electronic hair care products; its name changed to "China Overseas Nuoxin International Holdings Limited" on May 31, 2019, and this interim report is presented in HKD - The Company was incorporated in the Cayman Islands as an exempted company with limited liability on November 10, 2004, and its shares have been listed on The Stock Exchange of Hong Kong Limited since June 16, 2005[87](index=87&type=chunk) - The Company is an investment holding company, and its subsidiaries' principal business is the design, manufacture, and sale of electronic hair care products[87](index=87&type=chunk) - The Company's name changed from Kenford Group Holdings Limited to China Overseas Nuoxin International Holdings Limited, effective May 31, 2019[88](index=88&type=chunk) [Basis of Preparation and Principal Accounting Policies](index=27&type=section&id=Basis%20of%20Preparation%20and%20Principal%20Accounting%20Policies) The condensed consolidated financial statements are prepared in accordance with Appendix 16 of the Listing Rules and HKAS 34 "Interim Financial Reporting," primarily on a historical cost basis, with the first-time application of HKFRS 16 "Leases" impacting financial position and performance by recognizing right-of-use assets and lease liabilities - The condensed consolidated financial statements are prepared in accordance with the applicable disclosure requirements of Appendix 16 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants[89](index=89&type=chunk) - The condensed consolidated financial statements are prepared on a historical cost basis, except for leasehold land which is measured at revalued amounts[91](index=91&type=chunk) - During this interim period, the Group first applied Hong Kong Financial Reporting Standard 16 "Leases" and other new and revised Hong Kong Financial Reporting Standards[91](index=91&type=chunk) [Impact of Application of HKFRS 16 "Leases" and Changes in Accounting Policies](index=29&type=section&id=Impact%20of%20Application%20of%20HKFRS%2016%20%22Leases%22%20and%20Changes%20in%20Accounting%20Policies) The Group first applied HKFRS 16, replacing HKAS 17, which requires lessees to recognize right-of-use assets and lease liabilities, and specifies detailed rules for lease definition, consideration allocation, exemptions for short-term and low-value leases, measurement and depreciation of right-of-use assets, recognition and remeasurement of lease liabilities, lease modifications, and tax treatment - The Group first applied Hong Kong Financial Reporting Standard 16 during this interim period, which replaces Hong Kong Accounting Standard 17 Leases and related interpretations[93](index=93&type=chunk) - The new standard stipulates that a contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration[95](index=95&type=chunk) - As a lessee, the Group recognizes right-of-use assets and lease liabilities at the lease commencement date and applies recognition exemptions for short-term leases and leases of low-value assets[98](index=98&type=chunk)[100](index=100&type=chunk)[104](index=104&type=chunk) [Summary of Impact Arising from Transition and Initial Application of HKFRS 16](index=37&type=section&id=Summary%20of%20Impact%20Arising%20from%20Transition%20and%20Initial%20Application%20of%20HKFRS%2016) The Group retrospectively applied HKFRS 16, recognizing cumulative effects on January 1, 2019, without restating comparative information; during transition, practical expedients were used for operating leases, leading to an increase in right-of-use assets by **HK$3.082 million** and a corresponding decrease in prepaid lease payments - The Group retrospectively applied Hong Kong Financial Reporting Standard 16, with the cumulative effect recognized at the date of initial application (January 1, 2019), and comparative information is not restated[114](index=114&type=chunk) - The Group applied practical expedients to leases previously classified as operating leases under Hong Kong Accounting Standard 17, including not recognizing right-of-use assets and lease liabilities for leases ending within 12 months from the date of initial application, and not including initial direct costs when measuring right-of-use assets at the date of initial application[116](index=116&type=chunk) Impact of Adopting HKFRS 16 | Metric | Amount (HK$ Thousand) | | :--- | :--- | | Increase in Right-of-use Assets | 3,082 | | Decrease in Prepaid Lease Payments | (3,082) | | Net Impact | – | [Revenue](index=41&type=section&id=Revenue) Revenue represents amounts received and receivable from the sale of electronic hair care products - Revenue represents amounts received and receivable from the sale of electronic hair care products[125](index=125&type=chunk) [Seasonality of Operations](index=41&type=section&id=Seasonality%20of%20Operations) The Group's business is seasonal, with higher sales typically in the second and third fiscal quarters driven by increased retail demand during Christmas and Lunar New Year holidays, necessitating increased production in the second quarter to build inventory - The Group's sales are typically higher in the second and third fiscal quarters compared to other quarters, primarily due to increased retail demand for products during the Christmas and Lunar New Year holidays[126](index=126&type=chunk) - To meet this demand, the Group increases production in the second fiscal quarter to build up inventory[126](index=126&type=chunk) [Segment Information](index=41&type=section&id=Segment%20Information) The Group's single reportable operating segment is the design, manufacturing, and sale of electronic hair care products, with revenue primarily segmented by customer geographical location, where Europe and Asia are the main revenue sources, followed by North and South America - The Company's executive directors consider the design, manufacturing, and sale of electronic hair care products as a single reportable operating segment[127](index=127&type=chunk) Revenue from External Customers by Customer Geographical Location | Region | 2019 (HK$ Thousand) | 2018 (HK$ Thousand) | | :--- | :--- | :--- | | Europe | 122,366 | 95,520 | | Asia | 86,729 | 62,155 | | North and South America | 37,981 | 28,378 | | Africa | 754 | 2,445 | | Australia | 957 | 1,787 | | Total | 248,787 | 190,285 | [Loss Before Tax](index=42&type=section&id=Loss%20Before%20Tax) Loss before tax is stated after deducting or crediting various expenses, including cost of inventories, depreciation, and staff costs; for the current period, cost of inventories was **HK$229.684 million** and total staff costs were **HK$72.525 million** Items Deducted/(Credited) in Loss Before Tax (For the Six Months Ended September 30) | Item | 2019 (HK$ Thousand) | 2018 (HK$ Thousand) | | :--- | :--- | :--- | | Cost of Inventories Recognized as Expense | 229,684 | 185,016 | | Depreciation of Property, Plant and Equipment | 1,491 | 2,549 | | Depreciation of Right-of-use Assets | 452 | – | | Amortization of Prepaid Lease Payments | – | 46 | | Total Staff Costs (Including Directors' Emoluments) | 72,525 | 70,529 | | Reversal of Inventory Provision | (747) | (198) | | Net Exchange (Gain)/Loss | (1,139) | 417 | [Income Tax](index=43&type=section&id=Income%20Tax) Income tax for the current period was **HK$65 thousand**, primarily comprising current tax for China enterprise income tax and an adjustment for over-provision in prior years Income Tax (For the Six Months Ended September 30) | Item | 2019 (HK$ Thousand) | 2018 (HK$ Thousand) | | :--- | :--- | :--- | | China Enterprise Income Tax: Current Tax | 273 | 15 | | China Enterprise Income Tax: Over-provision in Prior Years | (338) | – | | Hong Kong Profits Tax: Current Tax | – | 510 | | Total Income Tax | (65) | 525 | [Loss Per Share](index=43&type=section&id=Loss%20Per%20Share) For the six months ended September 30, 2019, basic loss per share was **2.554 HK cents**, an improvement from **5.142 HK cents** in the prior year, with no diluted loss per share as no potential ordinary shares were outstanding in either period Loss Per Share Calculation (For the Six Months Ended September 30) | Metric | 2019 | 2018 | | :--- | :--- | :--- | | Loss for the Purpose of Calculating Basic Loss Per Share (HK$ Thousand) | (11,381) | (22,916) | | Weighted Average Number of Ordinary Shares for Basic Loss Per Share (Thousand shares) | 445,646 | 445,646 | | Basic Loss Per Share (HK cents) | (2.554) | (5.142) | - There was no diluted loss per share for the six months ended September 30, 2019 and 2018, as there were no outstanding potential ordinary shares during the respective periods[135](index=135&type=chunk) [Dividends](index=44&type=section&id=Dividends) The directors have resolved not to declare an interim dividend for the six months ended September 30, 2019 - The directors have resolved not to declare an interim dividend for the six months ended September 30, 2019[136](index=136&type=chunk) [Property, Plant and Equipment and Right-of-use Assets](index=44&type=section&id=Property,%20Plant%20and%20Equipment%20and%20Right-of-use%20Assets) During this interim period, the Group incurred approximately **HK$2.574 million** in additions to property, plant and equipment, and recognized approximately **HK$4.157 million** in right-of-use assets and an equal amount of lease liabilities due to new lease agreements; the directors believe there is no material difference between the carrying amount and fair value of leasehold land and buildings - During this interim period, the Group incurred additions to property, plant and equipment amounting to approximately **HK$2,574,000**[137](index=137&type=chunk) - At the commencement of the lease, the Group recognized right-of-use assets of approximately **HK$4,157,000** and lease liabilities of the same amount[137](index=137&type=chunk) - The directors believe that there is no material difference between the carrying amount of the Group's leasehold land and buildings measured at revalued amounts and their estimated fair value at the end of the period[140](index=140&type=chunk) [Trade and Bills Receivables](index=45&type=section&id=Trade%20and%20Bills%20Receivables) As of September 30, 2019, total trade and bills receivables increased to **HK$127.654 million** from **HK$101.116 million** as of March 31, 2019, with credit terms generally ranging from 14 to 90 days, extending up to 120 days for major customers Total Trade and Bills Receivables | Metric | Sep 30, 2019 (HK$ Thousand) | Mar 31, 2019 (HK$ Thousand) | | :--- | :--- | :--- | | Trade Receivables | 125,942 | 101,365 | | Less: Provision for Losses | (571) | (571) | | Bills Receivables | 2,283 | 322 | | Total | 127,654 | 101,116 | - The credit period granted by the Group generally ranges from 14 to 90 days, and for major customers, the Group allows a credit period of up to 120 days from the invoice date[141](index=141&type=chunk) Ageing Analysis of Trade and Bills Receivables | Ageing | Sep 30, 2019 (HK$ Thousand) | Mar 31, 2019 (HK$ Thousand) | | :--- | :--- | :--- | | Within 60 Days | 80,890 | 49,532 | | 61 to 120 Days | 39,633 | 39,903 | | 121 to 365 Days | 6,717 | 11,643 | | Over 365 Days | 414 | 38 | | Total | 127,654 | 101,116 | [Trade Payables](index=46&type=section&id=Trade%20Payables) As of September 30, 2019, total trade payables increased to **HK$103.415 million** from **HK$80.797 million** as of March 31, 2019, with credit terms for product purchases generally ranging from 30 to 120 days Ageing Analysis of Trade Payables | Ageing | Sep 30, 2019 (HK$ Thousand) | Mar 31, 2019 (HK$ Thousand) | | :--- | :--- | :--- | | Within 60 Days | 62,458 | 65,187 | | 61 to 120 Days | 33,591 | 11,483 | | 121 to 365 Days | 5,952 | 2,806 | | Over 365 Days | 1,414 | 1,321 | | Total | 103,415 | 80,797 | - Credit terms for product purchases generally range from 30 to 120 days[144](index=144&type=chunk) [Loans from Related Parties](index=47&type=section&id=Loans%20from%20Related%20Parties) As of September 30, 2019, loans from related parties totaled **HK$71.345 million**, including **HK$13.745 million** from controlling shareholder Zhongyun Capital Limited and **HK$57.6 million** from key management personnel Mr. Tam Chi Sang and Mr. Lam Wai Ming; these loans are unsecured, interest-free, and repayable within one year Loans from Related Parties | Related Party | Sep 30, 2019 (HK$ Thousand) | Mar 31, 2019 (HK$ Thousand) | | :--- | :--- | :--- | | Zhongyun Capital Limited | 13,745 | 10,045 | | Mr. Tam Chi Sang and Mr. Lam Wai Ming | 57,600 | 60,000 | | Total | 71,345 | 70,045 | - The amounts are unsecured, interest-free, and repayable within one year from the date of drawdown[147](index=147&type=chunk) - Zhongyun Capital is the Company's controlling shareholder, and Mr. Tam Chi Sang and Mr. Lam Wai Ming are both key management personnel of the Group[148](index=148&type=chunk)[149](index=149&type=chunk) [Share Capital](index=48&type=section&id=Share%20Capital) As of September 30, 2019, the Company's authorized share capital was **HK$1,000 thousand**, with issued and fully paid share capital of **HK$446 thousand**, representing **445,646 thousand** ordinary shares of **HK$0.001** par value each Share Capital Structure | Share Type | Number of Shares (Thousand shares) | Par Value (HK$ Thousand) | | :--- | :--- | :--- | | Authorized: Ordinary Shares of HK$0.001 Par Value Each | 1,000,000 | 1,000 | | Issued and Fully Paid: Ordinary Shares of HK$0.001 Par Value Each | 445,646 | 446 | [Capital Commitments](index=48&type=section&id=Capital%20Commitments) As of September 30, 2019, the Group's capital expenditure for the acquisition of property, plant and equipment contracted but not provided for in the condensed consolidated financial statements amounted to **HK$0.915 million** Capital Commitments | Item | Sep 30, 2019 (HK$ Thousand) | Mar 31, 2019 (HK$ Thousand) | | :--- | :--- | :--- | | Capital expenditure for the acquisition of property, plant and equipment contracted but not provided for in the condensed consolidated financial statements | 915 | 1,530 | [Related Party Transactions](index=49&type=section&id=Related%20Party%20Transactions) During the period, total emoluments for directors and other key management personnel amounted to **HK$2.587 million**, including salaries, allowances, and contributions to defined contribution plans; the key management personnel comprised 12 individuals Directors' and Other Key Management Personnel's Emoluments (For the Six Months Ended September 30) | Item | 2019 (HK$ Thousand) | 2018 (HK$ Thousand) | | :--- | :--- | :--- | | Salaries and Other Allowances and Benefits | 2,528 | 6,091 | | Contributions to Defined Contribution Plans | 59 | 72 | | Total | 2,587 | 6,163 | - Key management personnel are individuals with the authority and responsibility for planning, directing, and controlling the Group's business, including directors and other senior management, totaling 12 individuals[153](index=153&type=chunk)

China Overseas Nuoxin International Holdings Limited 中國海外諾信國際控股有限公司 (前稱 Kenford Group Holdings Limited 建福集團控股有限公司) 股份代號 : 00464 (於開曼群島註冊成立之有限公司) 2019 年 報 目錄 目錄 頁碼 1 公司資料 2 | --- | --- | |-------|--------------------------| | | | | 2 | 摘要 | | 3 | 主席報告書 | | 4 | 管理層討論及分析 | | 5 | 董事會報告 | | 6 | 董事及高級管理人員資料 | | 7 | 企業管治報告 | | 8 | 獨立核數師報告 | | 9 | 綜合損益及其他全面收益表 | | 10 | 綜合財務狀況表 | | 11 | 綜合權益變動表 | | 12 | 綜合現金流量表 | | 13 | 綜合財務報表附註 | | 14 | 五年財務摘要 | 3 4 5 9 19 22 38 44 45 46 47 48 99 1 中國海外諾信國際控股有限公司 公司資料 公司資料 | --- | ...