中國投融資集團有限公司 China Investment and Finance Group Limited (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立之有限公司) (Stock Code 股份代號:1226) INTERIM REPORT 2019/20 中期報告 CONTENTS 目錄 01 Interim Report 2019/20 中期報告 CONTENTS 目錄 Pages | --- | --- | --- | |------------------------------------------------------------------------------------|------------------------------|-------| | | | | | | | 頁次 | | | 公司資料 | | | CORPORATE INFORMATION STATEMENT FROM THE MANAGEMENT | 管理層報告書 | 2 | | | | | | CONDENSED C ...

Financial Performance - For the year ended March 31, 2019, the Group recorded gross proceeds from the disposal of securities of approximately HK$56.1 million, a decrease of approximately 81.0% compared to HK$295.1 million in the previous year[9] - The Group's revenue for the year was approximately HK$95,000, representing a decrease of approximately 89.5% from HK$0.9 million in the prior year[9] - The loss attributable to the owners of the Company for the year amounted to approximately HK$86.2 million, significantly reduced from approximately HK$1,041.7 million in 2018[9] - The audited consolidated net assets of the Group as of March 31, 2019, were approximately HK$309.0 million, down from approximately HK$409.1 million in 2018[9] - The net asset per share decreased to approximately HK$0.14 from HK$0.18 in the previous year[9] - The Group's net loss decreased from approximately HK$1,041.7 million in the previous year to approximately HK$86.2 million, primarily due to a reduction in losses on listed securities from approximately HK$1.1 billion to approximately HK$57.4 million[10] - The total comprehensive expense attributable to owners of the Company for the year was approximately HK$86.2 million, impacting the net asset value per share[9] Investment Portfolio - The Group's investment portfolio as of March 31, 2019, was valued at approximately HK$233.2 million, comprising both unlisted and listed securities[19] - The portfolio included HK$171.2 million in listed shares across 33 companies and HK$62.0 million in direct investments in unlisted equity securities[16][17] - The Group's investment strategy focused on diversification to minimize commercial risk associated with over-concentration in any single industry[19] - The Group plans to continue seeking investment opportunities primarily based on the Chinese economy, focusing on acceptable risk levels[55] - The Company will consider investing in unlisted and listed securities with high potential to further diversify market risk[60] Company Operations and Strategy - The principal activity of the Company is investment holding, with subsidiaries primarily engaged in securities trading and investment holding[85] - For the year ended March 31, 2019, the Group's turnover and results were mainly derived from interest income and dividend income from investment holding[86] - The Group's operations are classified as a single business segment due to the common risks and returns associated with investment holding activities[91] - The Group did not have any significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the year ended 31 March 2019[64] Financial Position and Ratios - As of March 31, 2019, the Group's bank balances and cash on hand were approximately HK$12.7 million, down from HK$35.4 million in 2018[63] - The Group held listed securities valued at approximately HK$171.2 million as of March 31, 2019, which is around 44.1 times the margin payable value of HK$3.9 million[63] - The gearing ratio was reported at 1.3% for 2019, a decrease from 1.8% in 2018[63] - If the price of trading financial assets were to change by 5%, the Group's loss for the year would vary by approximately HK$7.1 million in 2019 compared to HK$7.5 million in 2018[53] - The Group's equity would change by approximately HK$3.1 million if the price of non-trading financial assets changed by 5% as of March 31, 2019, compared to HK$5.1 million in 2018[53] Corporate Governance - The Company has complied with the Corporate Governance Code throughout the year ended March 31, 2019, with deviations from Provisions A.2.1 and A.4.1[126] - The roles of the Chairman and the Chief Executive Officer are currently not separated, and the Board is in the process of finding a suitable candidate for the CEO position[127] - The Company has not entered into any management contracts concerning the administration of its business during the year[132] - The emoluments of the directors are reviewed by the Remuneration Committee and fixed by the Board with shareholder authorization[132] - The independent non-executive directors have confirmed their independence annually as per the Listing Rules[163] Employee and Community Engagement - For the year ended 31 March 2019, the Group retained ten employees, with total staff costs amounting to approximately HK$2.8 million, an increase from HK$1.4 million in 2018[64] - The Group has initiated a paper recycling program in offices to promote environmental protection and efficient resource utilization[135] - The Company emphasizes adherence to anti-corruption practices, regarding honesty, integrity, and fair play as core values[135] - The Group has adopted a five-day workweek to encourage a healthy work-life balance for employees[137] - The Company supports long-term community investment by encouraging employee participation in volunteer work[138] Share Options and Dividends - The existing share option scheme was approved on August 29, 2013, and will remain in force for ten years, with approximately 4 years and 5 months remaining as of March 31, 2019[95] - The total number of shares that may be issued upon exercise of all options under the scheme must not exceed 10% of the shares of the Company as of the date of shareholder approval[96] - The maximum number of shares issued to a substantial shareholder or independent non-executive director in a 12-month period shall not exceed 0.1% of the shares in issue on the date of grant, with an aggregate value not exceeding HK$5 million[96] - The Directors do not recommend the payment of a dividend for the year ended March 31, 2019, consistent with the previous year where no dividend was declared[88] Audit and Compliance - The consolidated financial statements for the year have been audited by Elite Partners CPA Limited, which is eligible for reappointment[149] - The Audit Committee conducted two meetings in the same period, with full attendance from all members[196] - The audit committee is responsible for appointing external auditors and reviewing their performance, risk management, and internal controls[197]