Financial Performance - The group's overall revenue decreased by 2.7% to approximately HKD 135.4 million, compared to HKD 139.1 million in the corresponding period[11]. - The group recorded an unaudited consolidated loss attributable to shareholders of approximately HKD 3.0 million, a decrease of about 242.9% or approximately HKD 5.1 million compared to a profit of HKD 2.1 million in the corresponding period[11]. - Revenue for the six months ended June 30, 2022, was HKD 135,383,000, a decrease of 5.2% compared to HKD 139,104,000 for the same period in 2021[53]. - The company reported a loss from continuing operations of HKD 12,942,000, compared to a loss of HKD 8,942,000 in the previous year, indicating a worsening financial performance[53]. - The company reported a total loss before tax of HKD 10,441,000, influenced by a fair value loss on financial assets of HKD 85,420,000[88]. - The total comprehensive loss for the period was HKD (152,003) thousand, a significant decline from a total comprehensive income of HKD 25,548 thousand in the prior year, representing a decrease of approximately 694.5%[57]. Revenue Segments - Revenue from the brand promotion segment was approximately HKD 21.9 million, a decrease of about 18.9% from HKD 27.0 million in the corresponding period[12]. - The retail segment's revenue increased by approximately 2.2% to about HKD 101.2 million, compared to HKD 99.0 million in the corresponding period[13]. - The financial services segment's revenue was approximately HKD 12.3 million, a decrease of about 6.8% from HKD 13.2 million in the corresponding period[14]. - The total reported segment revenue for the six months ended June 30, 2022, was HKD 137,660,000, with contributions from brand promotion (HKD 21,896,000), retail (HKD 103,438,000), and financial services (HKD 12,326,000)[88]. Expenses and Costs - Sales cost decreased from approximately HKD 12.7 million to about HKD 11.0 million, a reduction of approximately 13.4%[16]. - Distribution and selling expenses rose from approximately HKD 32.0 million to about HKD 41.0 million, an increase of approximately 28.1%[18]. - Administrative expenses increased from approximately HKD 62.8 million to about HKD 80.6 million, an increase of approximately 28.3%[19]. - The company reported a significant loss from the sale of intangible assets amounting to HKD 145,055,000[67]. Cash Flow and Liquidity - As of June 30, 2022, the company's bank balance and cash were approximately HKD 283.7 million, compared to approximately HKD 174.3 million as of December 31, 2021[25]. - The company experienced a significant decrease in cash flow from operating activities, with a net cash outflow of HKD 8,322,000 for the six months ended June 30, 2022[67]. - Cash generated from operating activities increased to HKD 124,698 thousand, up from HKD 81,430 thousand, representing a growth of 53% year-over-year[69]. - The company reported a net cash outflow from financing activities of HKD 98,908 thousand, compared to a smaller outflow of HKD 6,751 thousand in the previous period[69]. Strategic Initiatives - The group successfully sold 70% of its stake in Arena (Shanghai) and initiated a collaboration with another international fashion swimwear brand to operate in the mainland market[8]. - The group established a joint venture with Iconix International Inc. to operate the "PONY" brand in the Asia-Pacific region, excluding mainland China and Taiwan[7]. - The company is actively expanding its brand portfolio through agreements for the transfer of assets related to the "PONY" brand in various regions[72]. - The management plans to strengthen partnerships and leverage synergies with existing business partners to drive high-quality development[36]. Shareholder Information - As of June 30, 2022, Mr. Zheng holds 144,870,000 shares, representing approximately 40.89% of the issued share capital[38]. - Goldsilk Capital Limited, wholly owned by Mr. Zheng, directly holds 1,071,190,000 shares, accounting for 36.02% of the issued share capital[42]. - The company did not recommend an interim dividend for the six months ended June 30, 2022, consistent with the previous year[124]. Corporate Governance - The company has complied with the corporate governance code, with the exception of the separation of roles between the Chairman and CEO, which is currently held by the same individual[45]. - The audit committee, consisting of three independent non-executive directors, has reviewed the accounting policies and financial reporting matters for the interim results[47]. Market Outlook - The management remains optimistic about the industry outlook, anticipating government measures to stimulate the economy in the second half of the year[36]. - The company expects to continue focusing on market expansion and new product development as part of its strategic initiatives moving forward[115].

SYMPHONY 新 澧 集 團 有 限 公 司 SYMPHONY HOLDINGS LIMITED (於百慕達註冊成立的有限公司) 股份代號 : 01223 年度 報章 2021 ICA BACH n t: 自安 # G 0 7-20 目錄 公司資料2 主席報告3 管理層討論及分析4 董事及高層管理人員履歷 董事報告 企業管治報告 環境、社會及管治報告 獨立核數師報告 綜合損益表 綜合全面收益表 綜合財務狀況表 綜合權益變動表 綜合現金流量表 綜合財務報表附註 五年財務摘要 10 14 25 33 60 66 67 68 70 72 74 206 主要物業資料及物業權益 207 詞彙 209 1 新灃集團有限公司 2021年度報告 公司資料 公司秘書 楊景行先生 董事會 執行董事 鄭盾尼先生（主席及首席執行官） 陳嘉利先生 李長銘先生 獨立非執行董事 沈培基先生 華宏驥先生 周宇俊先生 董事委員會 審核委員會 周宇俊先生（主席） 沈培基先生 華宏驥先生 薪酬委員會 華宏驥先生（主席） 沈培基先生 周宇俊先生 提名委員會 鄭盾尼先生（主席） 沈培基先生 華宏驥先生 核數師 香港立信德豪會計師事務所有限公司 香 ...

Financial Performance - The overall revenue increased by 82.2% to approximately HKD 221.9 million compared to HKD 121.8 million in the corresponding period[8] - The company recorded an unaudited consolidated profit attributable to owners of approximately HKD 2.1 million, a significant increase of about 101.3% or approximately HKD 168.3 million from a loss of HKD 166.2 million in the corresponding period[8] - Gross profit for the period was approximately HKD 166.1 million, an increase of about 104.9% from HKD 81.1 million in the corresponding period, resulting in a gross margin of approximately 74.9%[14] - Other income and gains rose to approximately HKD 32.4 million, a significant increase of about 157.6% from HKD 12.6 million in the corresponding period[15] - The company reported a profit attributable to owners of approximately HKD 2.1 million, a turnaround from a loss of HKD 166.2 million in the corresponding period[20] - The company reported a net profit of HKD 792,000 for the six months ended June 30, 2021, compared to a net loss of HKD 169,353,000 in the prior year[46] - Total comprehensive income for the period was HKD 25,548,000, a significant improvement from a total comprehensive loss of HKD 200,598,000 in the previous year[48] Revenue Segments - The brand promotion segment's revenue was approximately HKD 109.8 million, representing an increase of about 154.7% from HKD 43.1 million in the corresponding period[11] - Retail segment revenue increased to approximately HKD 99.0 million, up 52.1% from HKD 65.1 million in the corresponding period[12] - Financial services segment revenue decreased to approximately HKD 13.2 million, down 3.5% from HKD 13.6 million in the corresponding period[13] - For the six months ended June 30, 2021, the total revenue from external customers was HKD 221.9 million, with contributions from brand promotion (HKD 109.8 million), retail (HKD 99.0 million), and financial services (HKD 13.2 million) [76] - The reported segment profit for the same period was HKD 19.7 million, with brand promotion generating HKD 1.2 million, retail HKD 0.3 million, and financial services HKD 18.2 million [76] Operational Developments - The company is expanding its retail operations in China through the "Outlet + Community Mall" model, targeting regions in Northeast, Central, and Southeast China[7] - The "SKINS" brand's global sales network is continuously expanding, with increased investment in product research and development to enhance market offerings[6] - The "PONY" brand is undergoing transformation to diversify its product range and focus on environmentally friendly products[6] - The company plans to celebrate the 50th anniversary of the "PONY" brand with a series of promotional activities[6] - The company is in the final stages of expanding the Shenyang Outlet, which will enhance the shopping experience with a more diverse brand offering[7] Financial Position - Cash and bank balances as of June 30, 2021, were approximately HKD 252.0 million, up from HKD 234.6 million as of December 31, 2020[22] - The company's total bank loans were approximately HKD 1,632.8 million, with a debt-to-equity ratio of approximately 47.3%[22] - Non-current assets increased to HKD 4,444,198,000 as of June 30, 2021, up from HKD 4,386,248,000 at the end of 2020, reflecting a growth of approximately 1.32%[50] - Current assets rose to HKD 943,015,000, compared to HKD 932,260,000 at the end of 2020, indicating a slight increase of about 1.81%[50] - Current liabilities decreased to HKD 802,301,000 from HKD 925,618,000, representing a reduction of approximately 13.3%[50] - The company's net asset value increased to HKD 140,714,000, a significant rise from HKD 6,642,000 in the previous period[50] - Non-current liabilities totaled HKD 1,667,148,000, an increase from HKD 1,496,061,000, reflecting a growth of about 11.43%[52] - The company's equity attributable to owners increased to HKD 2,897,533,000 from HKD 2,885,715,000, showing a modest growth of approximately 0.41%[52] Shareholder Information - As of June 30, 2021, the company's major shareholder, Mr. Zheng, holds 134,870,000 shares, representing approximately 40.55% of the issued share capital[33] - Major shareholder Goldsilk holds 1,071,190,000 shares, representing approximately 36.02% of the issued share capital as of June 30, 2021[36] - Mr. Li holds 91,050,000 shares directly and an additional 2,000,000 shares through his spouse, totaling 93,050,000 shares or approximately 3.13% of the issued share capital[34] Corporate Governance - The company maintained compliance with corporate governance codes, with some deviations noted regarding the roles of the chairman and CEO[39] - The audit committee reviewed the interim financial results and confirmed compliance with accounting standards[41] Accounting and Reporting - The financial statements are prepared in accordance with Hong Kong Accounting Standards and have been reviewed by an independent auditor[65] - The company adopted new or revised Hong Kong Financial Reporting Standards effective from January 1, 2021, including amendments related to lease accounting due to COVID-19[66] - The financial statements include a consolidated balance sheet as of June 30, 2021, and a consolidated income statement for the period ending on that date[63] - The company has not made any significant changes to its accounting policies that would materially affect its financial position or performance[66] Future Outlook - The company expresses confidence in the industry outlook, supported by the Chinese government's promotion of large-scale consumption and sports development initiatives[30] - The management has indicated that the ongoing COVID-19 pandemic continues to create significant uncertainty in macroeconomic conditions, which may affect future estimates and actual results [72] - The company aims to leverage opportunities amid economic challenges and continue its internationalization efforts[30]

Financial Performance - Overall revenue decreased by approximately 9.5% to HKD 352.2 million (2019: HKD 388.9 million), with a net loss attributable to shareholders of HKD 216.3 million, a decrease of 401.7% or HKD 288.0 million compared to the previous year[6] - Revenue from brand promotion segment, including retail and procurement services for brand apparel, swimwear, and accessories, was approximately HKD 133.2 million (2019: HKD 210.7 million)[7] - Revenue from the retail segment, including rental income from investment properties and commission income from managing and operating outlets, totaled approximately HKD 156.1 million (2019: HKD 119.8 million)[7] - Brand promotion segment revenue decreased by 26.6% to HKD 168.0 million, with a reported segment loss of HKD 17.2 million[8] - Retail segment revenue increased by 30.3% to HKD 156.1 million, with a reported segment loss of HKD 40.6 million[9] - Financial services segment revenue decreased by 30.6% to HKD 28.1 million, with a reported segment loss of HKD 92.6 million[10] - Gross profit decreased by 12.1% to HKD 245.4 million, with a gross margin of 69.7%[11] - Other income and gains decreased by 32.8% to HKD 29.3 million[12] - Distribution and selling expenses decreased by 14.2% to HKD 97.9 million[13] - Administrative expenses decreased by 7.8% to HKD 119.6 million[14] - Financing costs increased by 29.6% to HKD 69.6 million[15] - The company recorded a net loss attributable to owners of HKD 216.3 million, compared to a net profit of HKD 71.7 million in the previous year[20] - Revenue decreased to HKD 352.159 million in 2020 from HKD 388.944 million in 2019, a decline of 9.5%[161] - Gross profit dropped to HKD 245.406 million in 2020 from HKD 279.113 million in 2019, a decrease of 12.1%[161] - Net loss for the year was HKD 217.086 million in 2020, compared to a net profit of HKD 81.905 million in 2019[161] - Basic loss per share was HKD 0.0727 in 2020, compared to a basic earnings per share of HKD 0.0241 in 2019[161] - Total comprehensive income for the year was a loss of HKD 8.119 million in 2020, compared to a profit of HKD 389.846 million in 2019[162] - The company reported a net loss of 216,328 thousand HKD for the year 2020, compared to a net profit of 71,705 thousand HKD in 2019[165][166] - The company reported a loss before tax of HK$214,206 thousand in 2020, compared to a profit of HK$80,657 thousand in 2019[167] - Depreciation of property, plant, and equipment increased to HK$59,507 thousand in 2020 from HK$32,548 thousand in 2019[167] - The fair value loss on financial assets at fair value through profit or loss was HK$97,529 thousand in 2020, compared to a gain of HK$88,843 thousand in 2019[167] - Cash generated from operating activities was HK$148,325 thousand in 2020, a significant increase from HK$5,335 thousand in 2019[167] - Net cash used in investing activities was HK$129,048 thousand in 2020, compared to HK$14,797 thousand in 2019[168] - Net cash from financing activities was HK$92,476 thousand in 2020, up from HK$34,752 thousand in 2019[168] - The company's cash and cash equivalents increased to HK$234,577 thousand at the end of 2020 from HK$121,987 thousand at the end of 2019[169] Business Segments - The company operates in three main business segments: brand management (including "PONY" and "SKINS"), retail (property investment and outlet management), and financial services (securities brokerage, margin financing, lending, underwriting, and financial advisory services)[36] - The company's main businesses include brand promotion, retail, and financial services[170] Strategic Initiatives and Partnerships - The company completed the acquisition of the global trademarks and patents of the sports compression wear brand "SKINS" and established a joint venture with Itochu Corporation to operate the "SKINS" business[4] - The company partnered with Descente to operate the "arena" brand in the Chinese swimming products market, leveraging Descente's influence and experience in the sports brand industry[4] - The company is preparing to celebrate the 50th anniversary of its international footwear brand "PONY" in 2022, with plans for a series of promotional activities[4] - The company strategically expanded its retail business through a combination of outlet malls and community shopping centers in various regions across China, attracting multiple international brands[4] - The company's SPAC merged with a mobile digital media company in early 2020, aiming to leverage digital media for brand expansion and consumer engagement[5] Corporate Governance and Leadership - The Board of Directors consists of six members, including three executive directors and three independent non-executive directors, with expertise in securities, finance, investment, business management, accounting, FMCG sales, distribution, property management, and legal professions[72] - The Board has delegated significant operational and management authority to the Chief Operating Officer and senior management, with regular reviews of the effectiveness of this delegation[73] - All Board members attended 4 out of 4 Board meetings and 1 out of 1 Annual General Meeting during the year, demonstrating full participation[74] - The Audit Committee, composed of three independent non-executive directors, held two meetings to review the Group's interim and annual financial statements and discuss accounting principles and audit matters[79] - The Board has implemented a diversity policy to enhance efficiency, corporate governance, and sustainable development, considering factors such as age, cultural and educational background, ethnicity, professional experience, and tenure[71] - The Chairman and CEO roles are currently held by the same individual, Mr. Cheng Tun Ni, to provide strong and continuous leadership in a changing business environment[77] - The Board has established three committees (Audit, Remuneration, and Nomination) in line with corporate governance codes, all chaired by independent non-executive directors[78] - The company provides regular updates and training to directors on business developments, listing rules, and regulatory changes to ensure compliance and good corporate governance practices[75] - Newly appointed directors receive briefings and professional development to ensure understanding of the Group's business and responsibilities under listing rules and regulatory requirements[76] - The Audit Committee reviewed the Group's risk management and internal control systems with an independent internal audit service provider and identified no significant issues[79] - Audit services fees amounted to HKD 2,030 thousand, while non-audit services fees were HKD 320 thousand[81] - The company's independent auditor, BDO Limited, adheres to a seven-year rotation policy for lead partners, with the current lead partner appointed in the 2017 fiscal year[80] - The Remuneration Committee reviewed and recommended executive directors' compensation, including salary, discretionary bonuses, and share options[82] - The Nomination Committee reviewed the board's structure, size, and composition, and assessed the independence of non-executive directors[83] - No new directors were appointed during the year, and the board reviewed its composition and the re-election of retiring directors[84] - The company appointed a new company secretary, Mr. Yeung King Hong, who completed over 15 hours of professional training in 2020[85] Environmental, Social, and Governance (ESG) - The company emphasized its commitment to integrating environmental, social, and governance (ESG) matters into daily business operations and decision-making processes[142] - The company has identified 26 key sustainability issues relevant to its operations, assessed through stakeholder surveys and management evaluations, to prioritize ESG initiatives[101] - The company maintains a robust internal control and risk management system, regularly reviewed by the audit committee and independent consultants to mitigate risks[97] - The company emphasizes stakeholder engagement, maintaining communication channels with employees, customers, suppliers, shareholders, and regulatory bodies to gather feedback and improve operations[98] - The company has over 400 well-known brands in its Shenyang and Xiamen outlets, providing a one-stop shopping and entertainment experience[108] - The company received only one customer complaint related to customer service at its outlets, which was promptly resolved[111] - The company's securities business holds licenses for securities trading, investment advisory, and asset management activities in Hong Kong[110] - The company ensures product quality by only selling authorized and nationally recognized products in its apparel and accessories business[109] - The company has implemented comprehensive policies to ensure compliance and customer protection in its securities business[110] - The company organized various activities, including puppet shows and lucky draws, to enhance visitor satisfaction at its outlets[107] - The company adheres to local laws and regulations, including consumer rights and product quality laws, with no product recalls or legal violations reported[106] - The company emphasizes supplier and tenant evaluations to ensure quality and compliance with brand standards[107] - The company focuses on environmental sustainability, including gas emissions, waste management, and green procurement[104] - The company prioritizes workplace diversity, anti-discrimination, and employee welfare as part of its ESG initiatives[105] - The company has implemented strict COVID-19 prevention measures, including daily temperature checks for employees, social distancing, mandatory mask-wearing, and regular disinfection of public areas[112] - The company employs 271 domestic suppliers to reduce greenhouse gas emissions from transportation and enforces strict environmental and social risk management[115] - The company provides competitive compensation and benefits, including social insurance, housing provident fund, and mandatory provident fund for employees in mainland China and Hong Kong, respectively[120] - The company offers various employee benefits such as annual leave, sick leave, maternity leave, high-temperature subsidies, and medical insurance[121] - The company has a reward system for employees, including year-end bonuses, Spring Festival gift packages, and various monetary gifts for occasions like marriage, childbirth, and birthdays[123] - The company organized over 200 hours of training courses during the reporting period, with an average training duration of 3.21 hours per employee[127] - Male employees accounted for 43.24% of training participation, while female employees accounted for 56.76%[128] - Senior management received an average of 5.56 hours of training, middle management 2.61 hours, and general and technical staff 3.22 hours[128] - The company implemented a new video training method in Shenyang Sunac Outlets to teach computer software operation skills and etiquette training[126] - The company conducted regular fire drills and training, and developed a "Fire Evacuation Drill Plan" to enhance employee emergency response capabilities[129] - The company established a comprehensive anti-corruption policy and reporting mechanism, with no complaints or lawsuits related to corruption, bribery, or money laundering during the reporting period[131] - The company emphasized environmental protection in its operations and complied with relevant environmental laws and regulations, with no major administrative sanctions or penalties for environmental violations[132] - The company has implemented energy-saving measures, including installing automatic lighting sensors and setting air conditioning temperatures to 25°C in summer and 18°C in winter to reduce energy consumption[133] - LED lighting has been adopted to replace traditional lighting, reducing reliance on non-renewable energy sources[133] - The company has reduced water consumption by over 30% by switching to a single-pipe constant temperature water supply system and flow control system[135] - The company has established a water-saving leadership group in Shenyang Outlets, utilizing a computer-assisted management system to monitor water usage in real-time[135] - The company prioritizes collaboration with brands that have ISO 14001 environmental management systems and includes environmental protection clauses in lease agreements[136] - Wastewater treatment includes pre-treatment of oily wastewater through grease traps and subsequent discharge into municipal sewage networks[136] - Kitchen exhaust is treated through purification equipment and discharged via dedicated exhaust pipes[136] - Noise reduction measures include soundproofing and vibration damping for equipment such as fans and generators[136] - Regular collection and separate treatment of kitchen waste are conducted by qualified units[136] - The company promotes a "paperless office" initiative and encourages employees to use electronic communication channels to reduce paper usage[134] - Total greenhouse gas emissions increased to 3,663.22 metric tons of CO2 equivalent in 2020, up from 775.644 metric tons in 2019[137] - Direct emissions (Scope 1) decreased to 42.25 metric tons of CO2 equivalent in 2020, down from 64.75 metric tons in 2019[137] - Indirect emissions (Scope 2) surged to 3,622.95 metric tons of CO2 equivalent in 2020, compared to 710.904 metric tons in 2019[137] - Total energy consumption rose to 3,967.39 thousand kWh in 2020, up from 925.47 thousand kWh in 2019[137] - Total water consumption increased to 69,621.83 cubic meters in 2020, compared to 22,347.00 cubic meters in 2019[137] - The company donated 500 pieces of anti-epidemic supplies worth approximately HKD 65,000 to Yan Chai Hospital during the reporting period[139] - The company contributed HKD 42,000 to Yan Chai Hospital and sponsored over HKD 14,000 for various hospital services during the reporting period[140] - The company participated in the Earth Hour event organized by WWF Hong Kong and signed a pledge to turn off lights for one hour on March 28, 2020[141] - The company donated 20 computers, 17 laptops, 9 printers, and 14 monitors to Caritas Computer Workshop to improve working conditions[140] - Total greenhouse gas emissions and density data are provided, with specific figures available on page 50[143] - Total hazardous waste generated and its density are detailed, with data available on page 50[143] - Total non-hazardous waste generated and its density are outlined, with data available on page 50[143] - Total direct and/or indirect energy consumption by type and density are provided, with data available on page 50[143] - Total water consumption and its density are detailed, with data available on page 50[143] - Employee turnover rate by gender, age group, and region is provided, with data available on page 42[145] - Percentage of employees trained by gender and employee category is detailed, with data available on page 45[147] - Average training hours completed per employee by gender and employee category is outlined, with data available on page 45[147] - Number of suppliers by region is provided, with data available on page 40[147] - Policies and compliance information regarding environmental and natural resource impacts are detailed, with data available on page 49[144] Financial Statements and Reporting - The company's financial statements were prepared in accordance with Hong Kong Financial Reporting Standards and comply with the disclosure requirements of the Hong Kong Companies Ordinance[150] - The company engaged independent qualified valuers to assist in the fair value measurement of investment properties, leased land, and outlet buildings[153] - The company's financial statements were audited in accordance with Hong Kong Standards on Auditing, and the auditor confirmed independence and compliance with ethical responsibilities[151] - Key audit matters included the fair value measurement of investment properties, leased land, and outlet buildings, as well as impairment assessments of trade receivables and loans[152] - The company's financial statements for 2020 were considered to present a true and fair view of the financial position and performance of the group[150] - The company's financial statements included consolidated financial statements, comprehensive income statements, and cash flow statements for the year ended December 31, 2020[150] - The company's financial statements were audited by BDO Limited, an independent auditor based in Hong Kong[149] - Trade and other receivables and loan impairment assessment identified as a key audit matter due to significant judgment and estimation uncertainty, with a material impact on the consolidated financial statements[155] - Goodwill and intangible assets impairment assessment identified as a key audit matter, with a carrying amount of HK$141,401,000 for goodwill and HK$194,740,000 for intangible assets as of December 31, 2020[155] - Limited useful life intangible assets had a carrying amount of HK$24,084,000 as of December 31, 2020, requiring impairment testing when indicators of impairment are present[155] - Management concluded no impairment loss for remaining goodwill and intangible assets as of December 31, 2020, except for impairment loss on goodwill from health product acquisition[155] - Key inputs for recoverable amount assessment include long-term growth rate, gross margin, and discount rate, involving significant judgment and estimation uncertainty[155] - Independent qualified valuers were engaged to assess the recoverable amount of cash-generating units, with their performance and objectivity evaluated by the auditor[156] - The auditor reviewed the accuracy of cash flow forecasts and the reasonableness of key inputs used in the impairment assessment of goodwill and intangible assets[156] - The auditor assessed the adequacy of disclosures related to the impairment assessment of goodwill and intangible assets[156] - Directors are responsible for the preparation of true and fair consolidated financial statements in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance[157] - The auditor's responsibility is to obtain reasonable assurance that the consolidated financial statements are free from material misstatement, whether due to fraud or error[158] - The consolidated financial statements are prepared in accordance with HKFRS, Hong Kong Accounting Standards (HKAS), and the disclosure requirements of the Hong Kong Companies Ordinance[184] - The consolidated financial statements are prepared on a historical cost basis, except for certain properties and financial instruments measured at fair value[185] - The preparation of the consolidated financial statements requires significant accounting judgments and estimates, which are subject to ongoing review and revision[185] - The consolidated financial statements are presented in Hong Kong dollars, which is also the functional currency of the company[186] - The company uses the acquisition method to account for business combinations when control is transferred, and the acquisition cost is measured at the fair value of assets transferred, liabilities incurred, and equity issued[187] - Non-controlling interests are measured at fair value unless specified otherwise by Hong Kong Financial Reporting Standards, and acquisition-related costs are expensed unless incurred during the issuance of equity instruments[187] - Contingent consideration is recognized at fair value at the acquisition date, with adjustments made within 12 months if new information affects the fair value measurement[187] - When the company loses control

SYMPHONY 新 澧 集 團 有 限 公 司 SYMPHONY HOLDINGS LIMITED 股份代號 01223 2020 中期報告 PARK QUILETS IM -1 : 2 : (U T CRADLE arena ria @ u FSC 目錄 目錄 公司資料 2 主席報告 3 管理層討論與分析 5 其他資料 9 簡明綜合損益表 12 簡明綜合全面收益表 13 簡明綜合財務狀況表 14 簡明綜合權益變動表 16 簡明綜合現金流量表 17 簡明綜合中期財務報表附註 19 01 新灃集團有限公司 2020 中期報告 公司資料 公司資料 獨立非執行董事 沈培基先生 華宏驥先生 周宇俊先生 總部及香港主要營業地點 香港 北角 英皇道510號 港運大廈10樓 董事委員會 審核委員會 周宇俊先生（主席） 沈培基先生 華宏驥先生 主要股份過戶登記處 Conyers Corporate Services (Bermuda) Limited Clarendon House 2 Church Street Hamilton HM 11 薪酬委員會 華宏驥先生（主席） 沈培基先生 周宇俊先生 Bermuda 香港股份 ...

Economic Performance - In 2019, China's total retail sales of consumer goods exceeded RMB 40 trillion, representing an 8% increase year-over-year, marking six consecutive years as the primary driver of economic growth[21]. Acquisitions and Partnerships - The Group completed the acquisition of the global trademarks and patents of the compression wear brand "SKINS" in September 2019, which is expected to contribute stable revenue in the coming year[23]. - The Group is actively exploring partnerships with Asian business giants to operate the global business of SKINS, which is anticipated to bring stable revenue[32]. - The Group successfully acquired the international brand SKINS, which specializes in compression wear for athletes, boasting over 900 trademarks and patents, and selling more than 160 types of compression products globally[35]. - The Group completed the acquisition of Supremium Bio-Technology Limited in 2018, providing over 1,000 health-related products to meet consumer demand[42]. Retail Expansion and Strategy - The Xiamen Park Outlets project opened in Q4 2019, attracting 150,000 customers in its first week, serving over 20 million residents in the surrounding areas[24]. - The Group plans to expand the commercial area in the north zone of its Shenyang Park Outlets to enhance operational efficiency and management scale[24]. - The Group aims to adhere to the "sports brand + retail" development strategy and prioritize brand management and retail scale expansion in 2020[27]. - The Group's community malls in Tianjin and Chongqing have provided significant convenience to local residents, contributing to steady traffic[26]. - The Group's community malls in Chongqing and Tianjin are performing well, with measures implemented to optimize brand and business mix to boost sales per square meter[41]. - The Group plans to expand the commercial area in the northern zone of the Shenyang Park Outlets, anticipating increased popularity as more international brands enter[38]. Financial Performance - The Group's turnover for the year ended 31 December 2019 slightly increased from HKD 381.8 million to HKD 388.9 million, mainly due to the opening of Xiamen outlet mall[53]. - The Group's gross margin improved to 72% for the year ended 31 December 2019, compared to 68% in the previous year, driven by growth in the outlet mall and financial services segments[53]. - Other income and gains decreased from HKD 168.6 million to HKD 132.4 million, primarily due to a one-off gain from the disposal of subsidiaries and investment properties in 2018[53]. - Administrative expenses fell from HKD 164.4 million to HKD 129.7 million due to better cost control and the exclusion of rental expenses under HKFRS 16[56]. - Finance costs increased from HKD 33.9 million to HKD 53.7 million, attributed to higher bank interest rates and increased bank borrowings[56]. - Profit attributable to the owners of the Company decreased from HKD 118.2 million to HKD 71.7 million[56]. - Total assets of the Group increased from HKD 4,353.5 million to HKD 5,160.4 million[58]. - Total bank borrowings rose from HKD 1,281.1 million to HKD 1,410.9 million to finance the Xiamen outlet mall[58]. - The debt to total assets ratio improved to 27.4% from 29.6%[61]. - Revenue from the People's Republic of China, Hong Kong, and other Asian countries comprised 97.4% of total revenue[59]. - As of December 31, 2019, the Group's bank balance and cash amounted to HKD 129,791,000, a slight decrease from HKD 131,590,000 in 2018[63]. - The total amount of bank loans obtained by the Group was HKD 1,410,901,000, up from HKD 1,281,054,000 in 2018, with a weighted average effective interest rate of 4.7%[63]. - The company's retained profits decreased to HKD 60,737,000 in 2019 from HKD 93,133,000 in 2018, indicating a decline of approximately 34.8%[113]. Leadership and Management - Mr. Shum Pui Kay has over 30 years of experience in luxury goods retailing and distribution, serving as Chairman of Longchamp Asia Pacific since 1978[78]. - Mr. Wah Wang Kei Jackie has extensive legal experience and is currently an executive director of CST Group Limited, with prior experience at G-Resources Group Limited[79]. - Mr. Chow Yu Chun Alexander possesses over 40 years of experience in commercial, financial, and investment management in Hong Kong and Mainland China[81]. - Mr. Benjamin Fitzmaurice joined as Chief Operating Officer of SKINS in November 2019, bringing 10 years of experience in the sports consumer industry[84]. - The company has a strong leadership team with diverse backgrounds in luxury goods, legal expertise, and extensive experience in sales and marketing[81][84][87][88]. Corporate Governance - The Company has complied with the Corporate Governance Code throughout the year, except for deviations from specific provisions[161]. - The Board consists of 6 Directors, including 3 executive Directors and 3 independent non-executive Directors as of December 31, 2019[164]. - The Remuneration Committee aims to motivate, retain, and attract top talents to maximize shareholder value, with remuneration packages being performance-based[177]. - The Audit Committee met in March and August 2019 to review the interim and annual results, discussing accounting principles and financial reporting matters[179]. - All independent non-executive Directors have confirmed their independence annually as per Rule 3.13 of the Listing Rules[167]. - The Board has delegated authority for implementing business strategy to the Chief Operating Officer and senior management, while maintaining oversight[169]. Market Trends and Future Outlook - The demand for sportswear is expected to drive the future development of China's sports retail industry, as engagement in sports and consumption of related products continues to grow[31]. - The Group is optimistic about the medium and long-term development of China's sports market despite a decline in outdoor activities due to COVID-19, aiming to enhance business operations and provide diverse products and services[46]. - The Group expects that increased health awareness post-COVID-19 will revitalize offline retail business[42]. Shareholder Information - For the year ended December 31, 2019, the Group's final dividend is recommended at HKD0.008 per share, totaling approximately HKD23,794,000, a decrease from HKD35,688,000 in 2018[102]. - The company's total reserves available for distribution to shareholders as of December 31, 2019, amounted to HKD 1,719,168,000, down from HKD 1,751,391,000 in 2018[113]. - The total number of ordinary shares held by Mr. Cheng Tun Nei was 72,380,000, representing 38.44% of the issued share capital of the company[121]. Risk Management - The Group's consolidated financial statements provide a comprehensive analysis of financial risks including foreign currency and liquidity risks[100]. - The effectiveness of the internal control systems is ensured through policies and guidelines, including periodic reviews of actual results against budgets and annual reviews by the Audit Committee[198]. - An independent internal audit service provider conducted a review of the Group's risk management and internal control systems for the year ended December 31, 2019, with no material findings identified[182].

Financial Performance - Revenue increased from HKD188.1 million to HKD193.8 million, attributed to an increase in turnover of the retail and sourcing segment[19] - Other income and gains rose from HKD5.2 million to HKD25.0 million, mainly due to a gain on write back of other payables[19] - Profit for the period attributable to the owners of the Company increased from HKD34.2 million to HKD39.1 million[19] - Gross profit for the same period was HKD139,593,000, up from HKD130,599,000 in 2018, indicating an increase of about 6.5%[29] - Total comprehensive income for the period was HKD66,003,000, a significant increase from a loss of HKD1,155,000 in the same period of 2018[32] - The profit for the period was HKD39,068,000, a decrease compared to the previous period[42] - The company reported a profit before income tax expense of HKD50,835,000, down from HKD59,762,000 in the prior year[45] - The company reported a total of HKD51,028,000 from rental and interest income, with HKD32,561,000 from property investment and HKD18,467,000 from financial services[118] Assets and Liabilities - Property, plant, and equipment rose from HKD857.4 million to HKD1,039.3 million, reflecting the construction progress of the Xiamen outlet mall[19] - Investment properties increased from HKD1,319.5 million to HKD1,528.4 million, mainly due to fair value gains during the period[19] - Total non-current assets increased to HKD3,540,894, up 11.8% from HKD3,166,117 as of December 31, 2018[35] - Total current liabilities decreased to HKD575,683, down 1.1% from HKD586,304 as of December 31, 2018[37] - Total non-current liabilities increased to HKD1,401,773, up 21.5% from HKD1,153,303 as of December 31, 2018[37] - Total consolidated assets reached HKD4,621,767,000 as of June 30, 2019, an increase from HKD4,353,474,000 at the end of 2018, marking a growth of approximately 6.15%[125] - The total trade receivables amounted to HKD75,416,000 as of June 30, 2019, down from HKD83,866,000 as of December 31, 2018, reflecting a decrease of approximately 10.4%[173] Cash Flow and Financing - As of June 30, 2019, the Group had bank balances and cash of HKD325.0 million, up from HKD131.6 million at the end of 2018[21] - Cash flows from operating activities resulted in a net cash used of HKD93,342,000, compared to HKD79,657,000 in the previous year[47] - Net cash from investing activities was HKD221,884,000, significantly higher than HKD56,718,000 in the previous year[49] - The company reported a net increase in cash and cash equivalents of HKD194,717,000, compared to a decrease of HKD11,347,000 in the prior year[51] - Proceeds from bank borrowings were HKD197,124,000, while repayments of bank borrowings totaled HKD112,324,000[51] Market Expansion and Strategic Initiatives - The Group aims to enhance its brand management and prioritize large-scale retailing while exploring new profit growth drivers[8] - The Group is actively negotiating with global trading partners to expand its own brand "PONY" in response to the growing demand for fashionable sportswear[5] - The Group plans to expand the commercial area in the north zone of its Shenyang Park Outlets to attract more brand tenants due to satisfactory business performance[12] - The company plans to focus on market expansion and new product development to drive future growth[112] - The company aims to leverage its brand promotion and financial services to drive future growth, particularly in the duty-free segment[116] Accounting Policies and Standards - The Group adopted HKFRS 16 Leases effective January 1, 2019, impacting the accounting policies for leases[63] - Under HKFRS 16, all leases are accounted for under a single lessee accounting model, which requires lessees to recognize a right-of-use asset and a lease liability[67] - The cumulative effect of the initial adoption of HKFRS 16 is recognized as an adjustment to the opening balance of retained profits[69] - The Group has chosen not to separate non-lease components from lease components, treating them as a single lease component[74] - The Group recognized right-of-use assets at HKD521,306,000 as of January 1, 2019, for leases previously classified as operating leases[84] Employee and Operational Metrics - The total number of employees decreased from 487 to 416, with employee costs amounting to approximately HKD37.6 million[22] - The Group's depreciation expense for right-of-use assets for the six months ended June 30, 2019, was HKD8,983,000, reflecting ongoing asset utilization[94] - The Group's management has identified significant judgments and estimation uncertainties in preparing financial statements, which may affect asset and liability valuations[99] Segment Performance - The retail and procurement segment generated revenue of HKD109,043,000, while the financial services segment contributed HKD20,204,000[107] - The financial services segment showed resilience with a profit of HKD11,193,000, despite challenges in other segments[107] - The company reported a loss of HKD16,883,000 in the outlet malls segment, highlighting challenges in that area[107] - Reportable segment profit before income tax expense was HKD50,835,000, indicating a strong performance across segments[109]

Retail and Expansion - The Group's retail sector is focusing on Park Outlets and community malls, with the flagship Xiamen Park Outlets project expected to introduce 280 brands and serve a population of 20 million[20]. - The Anyang Project has shown stable operation since its opening in September 2017, while the community malls in Chongqing and Tianjin performed in line with expectations[13]. - The Shenyang Park Outlets project has begun to see positive effects from renovations, enhancing tenant recruitment and sales turnover[13]. - The Group plans to optimize brand and tenant mix in community malls based on stable and positive development trends[20]. - The Group plans to continue expanding its local retail network and enhance brand awareness while investing in new product lines and e-commerce platforms[21]. - The flagship project in Xiamen is expected to host 280 brands and serve a population of 20 million, with operations set to commence in September 2019[21]. Financial Performance - Revenue for the year ended December 31, 2018, was HKD 381,848,000, representing a 9.4% increase from HKD 348,919,000 in 2017[179]. - Gross profit increased to HKD 259,703,000, up 13.4% from HKD 229,097,000 in the previous year[179]. - Profit for the year reached HKD 112,672,000, compared to HKD 57,749,000 in 2017, marking a 95.3% increase[182]. - Basic earnings per share rose to HKD 3.99 cents, up from HKD 1.41 cents in the previous year[179]. - Total comprehensive income for the year attributable to owners of the company was HKD 46,734,000, down from HKD 247,835,000 in 2017[182]. - The increase in fair value of investment properties was HKD 112,267,000, compared to HKD 197,663,000 in 2017[179]. - Administrative expenses increased to HKD 217,493,000 from HKD 195,393,000, reflecting a rise of 11.3%[179]. - Finance costs decreased to HKD 33,933,000 from HKD 41,965,000, a reduction of 19.2%[179]. Acquisitions and Investments - The acquisition of Supremium Bio-Technology Ltd ("S.B.T.") was completed, expanding the Group's health supplement product offerings to over 1,000 items for consumers in Mainland China and Hong Kong[14]. - The Group raised US$250 million through a Special Purpose Acquisition Company (SPAC) listed on NASDAQ, aimed at mergers and acquisitions[16]. - The Group is actively discussing brand cooperation and investment projects with Itochu Corporation, expected to commence in the second half of the year[18]. Corporate Governance - The Company has adopted and complied with the Corporate Governance Code throughout the year, with some deviations noted[97]. - The roles of Chairman and CEO are held by the same individual, Mr. Cheng Tun Nei, to ensure strong leadership and effective decision-making[98]. - The Company emphasizes continuous professional development for directors, ensuring they are updated on business and regulatory changes[104]. - The Company has received annual confirmations of independence from all independent non-executive directors, affirming their status[102]. Financial Position and Assets - Total assets increased from HKD4,234.4 million to HKD4,353.5 million, primarily due to property development of Xiamen outlet mall[32]. - Total liabilities rose from HKD1,637.1 million to HKD1,739.6 million, attributed to increased bank borrowing for Xiamen outlet mall[32]. - Trade and other receivables increased from HKD146.7 million to HKD513.6 million, driven by receivables from the disposal of investment property in Shenyang[32]. - The Group's investment properties had a carrying amount of approximately HKD 1,319,475,000, leasehold land at HKD 299,780,000, and buildings classified as property, plant, and equipment at HKD 331,295,000[146]. Risk Management - Financial risks faced by the Group include foreign currency risk, interest rate risk, credit risk, liquidity risk, and equity price risk[61]. - The Group's risk management and internal control review is performed annually by an independent service provider, with reports submitted to the Audit Committee and the Board[121]. - The auditor is required to assess the Group's ability to continue as a going concern and disclose any material uncertainties related to this assessment[170]. Shareholder Information - For the year ended December 31, 2018, the Group's final dividend is recommended at HKD0.012 per share, totaling approximately HKD35,688,000, an increase from HKD14,810,000 in 2017[65]. - The total reserves available for distribution to shareholders as of December 31, 2018, amounted to HKD1,751,391,000, a decrease from HKD1,791,925,000 in 2017[70]. - The Group's retained profits as of December 31, 2018, were HKD93,133,000, down from HKD148,391,000 in 2017[70]. Environmental and Social Responsibility - The Group is committed to improving environmental sustainability, promoting water and energy saving, and recycling materials at its headquarters[135]. - The Group's environmental, social, and governance report will be available on its website within three months from the publication of the annual report[135].