勵時集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1327） 年 報 2020 Luxxu Group Limited 勵時集團有限公司 ANNUAL REPORT 2020 年報 目錄 | 公司資料 | 2 | | --- | --- | | 財務摘要 | 3 | | 董事報告 | 4 | | 管理層討論及分析 | 6 | | 董事會報告 | 11 | | 董事履歷 | 19 | | 企業管治報告 | 20 | | 獨立核數師報告 | 29 | | 綜合損益及其他全面收益表 | 35 | | 綜合財務狀況表 | 36 | | 綜合權益變動表 | 38 | | 綜合現金流量表 | 39 | | 綜合財務報表附註 | 41 | 1 勵時集團有限公司 ••• 2020年報 目錄 公司資料 董事會 執行董事 施清泉先生 楊淅先生 鄒偉康先生 獨立非執行董事 余俊敏先生 段白麗女士 鍾維立先生 公司秘書 賴雅明先生 董事委員會 審核委員會 余俊敏先生 （主席） 段白麗女士 鍾維立先生 薪酬委員會 余俊敏先生 （主席） 楊淅先生 段白麗女士 鍾維立先生 提名委員會 余俊敏先生 （主席） 施清泉先生 段白麗 ...

Financial Performance - For the six months ended June 30, 2020, the company's revenue decreased by approximately RMB 20.4 million or 33.1% to RMB 41.3 million compared to RMB 61.7 million for the same period in 2019[8] - The company's gross profit for the six months ended June 30, 2020, was approximately RMB 3.2 million, a decrease of about RMB 4.1 million or 55.7% from RMB 7.3 million for the same period in 2019, with a gross margin decline from 11.8% to 7.8%[11] - The net loss for the six months ended June 30, 2020, was approximately RMB 16.3 million, a slight improvement from a net loss of RMB 17.1 million for the same period in 2019[7] - Revenue for the six months ended June 30, 2020, was RMB 41,300,000, a decrease of 33.2% compared to RMB 61,717,000 for the same period in 2019[49] - Gross profit for the same period was RMB 3,223,000, down 55.7% from RMB 7,272,000 in 2019[49] - The company reported a loss before tax of RMB 16,259,000, slightly improved from a loss of RMB 17,089,000 in the previous year[49] - Total comprehensive loss for the period was RMB 12,824,000, compared to RMB 14,916,000 in the same period last year, indicating a reduction in losses[49] Cash and Assets - The company's cash and bank balances as of June 30, 2020, totaled approximately RMB 6 million, an increase from RMB 1.9 million as of December 31, 2019[22] - Cash and cash equivalents at the end of the period increased to RMB 5,986,000 from RMB 1,851,000 at the beginning of the period[56] - The company’s total assets decreased to RMB 329,003,000 from RMB 334,643,000, a decline of 1.4%[51] - The company’s equity total was RMB 345,832,000, down from RMB 355,984,000, a decrease of 2.8%[51] Expenses and Costs - The company reported a decrease in selling and distribution expenses to approximately RMB 5.5 million for the six months ended June 30, 2020, down from RMB 7.1 million for the same period in 2019[13] - The total employee compensation cost for the six months ended June 30, 2020, was approximately RMB 6.5 million, down from RMB 9.2 million for the same period in 2019[34] - Employee expenses totaled RMB 6,490,000, down 29.8% from RMB 9,227,000 in the previous year[78] - The cost of inventories recognized as an expense was RMB 38,077,000, a decrease of 30.2% from RMB 54,445,000 in 2019[78] Trade and Inventory - Inventory rose significantly to RMB 102,339,000 from RMB 82,078,000, reflecting a 24.7% increase[51] - Trade receivables increased to RMB 121,199,000 from RMB 95,841,000, marking a 26.3% rise[51] - Trade receivables increased to RMB 157,920,000 as of June 30, 2020, from RMB 130,879,000 as of December 31, 2019, representing a growth of approximately 20.7%[87] - The aging analysis of trade receivables showed that amounts over 180 days increased to RMB 88,159,000 as of June 30, 2020, compared to RMB 80,017,000 at the end of 2019, indicating a rise in overdue receivables[87] Market and Strategic Focus - The company anticipates that 2020 will be a challenging year due to the ongoing US-China trade disputes and the impact of the coronavirus outbreak[20] - The company aims to focus on the luxury high-end watch and jewelry market, leveraging the rise of the middle class and increasing disposable income in China[20] - The company has not reported any new product or technology developments during this period[90] - There are no indications of market expansion or mergers and acquisitions activities reported in the financial results[90] Investments and Financial Instruments - As of June 30, 2020, the company held significant investments totaling RMB 7.574 million, with a fair value loss of RMB 3.598 million during the period[31] - The company maintained a diversified investment portfolio and closely monitored market trends to adjust its investment strategy[33] - The company had no significant investments that contributed to more than 10% of the realized or unrealized losses for the six months ended June 30, 2020[33] - The company reported a net unrealized loss on financial assets at fair value through profit or loss of RMB (3,985,000) for the six months ended June 30, 2020, compared to RMB (3,280,000) in 2019[70] Stock Options and Employee Compensation - As of June 30, 2020, a total of 34,560,000 stock options were granted under the stock option plan, consistent with the previous year[91] - The exercise price for the stock options granted in 2020 was HKD 0.1626, with an exercise period from May 4, 2020, to May 3, 2023[91] - The total number of unexercised stock options as of June 30, 2020, was 72,727,000[91] - The stock options granted to directors totaled 17,280,000, with no options exercised[91] Dividends and Taxation - The company did not recommend any interim dividend for the six months ended June 30, 2020, consistent with 2019[29] - The company did not incur any Hong Kong profits tax due to no estimated assessable profits arising in Hong Kong for the periods[76]

Financial Performance - Total revenue for the year ended December 31, 2019, was RMB 91.491 million, a decrease of 14.5% compared to RMB 106.948 million in 2018[8] - Gross profit for 2019 was RMB 14.299 million, down 25.1% from RMB 19.077 million in 2018[8] - The company reported a loss from continuing operations of RMB 127.052 million for 2019, compared to a loss of RMB 106.817 million in 2018[8] - Revenue decreased from approximately RMB 106.9 million in the year ended December 31, 2018, to approximately RMB 91.5 million in the year ended December 31, 2019, a decline of about RMB 15.4 million or 14.4%[19] - Gross profit decreased from approximately RMB 19.1 million in the year ended December 31, 2018, to approximately RMB 14.3 million in the year ended December 31, 2019, a decline of about RMB 4.8 million or 25.1%[21] - Loss before tax increased from approximately RMB 106.7 million in the year ended December 31, 2018, to approximately RMB 127 million in the year ended December 31, 2019, an increase of about RMB 20.3 million[24] - The group recorded a net loss of approximately RMB 127.1 million for the year ended December 31, 2019, compared to a net loss of approximately RMB 106.8 million for the year ended December 31, 2018[26] - The company reported a net loss of approximately RMB 127.1 million for the year ended December 31, 2019, compared to a net loss of approximately RMB 106.8 million for the previous year[48] Assets and Liabilities - The total assets as of December 31, 2019, amounted to RMB 366.058 million, a decline of 24.3% from RMB 483.431 million in 2018[9] - The total liabilities decreased to RMB 10.074 million in 2019 from RMB 16.087 million in 2018, representing a reduction of 37.5%[9] - Cash and bank balances totaled approximately RMB 1.9 million as of December 31, 2019, down from approximately RMB 6.5 million as of December 31, 2018[27] - The current ratio increased from 27.9 times as of December 31, 2018, to 33.2 times as of December 31, 2019[27] - The total number of employees decreased from 179 in 2018 to 113 in 2019, with total salary costs of approximately RMB 8 million in 2019 compared to approximately RMB 11.7 million in 2018[35] - The company’s total liabilities decreased, contributing to a stronger balance sheet position[173] Inventory and Receivables - The group has trade and other receivables with a total book value of approximately RMB 130,879,000 and RMB 62,199,000, with expected credit loss provisions of approximately RMB 35,038,000 and RMB 3,662,000 respectively[143] - As of December 31, 2019, the group had inventory valued at approximately RMB 82,078,000 and inventory provisions of approximately RMB 56,395,000 due to deterioration in raw material quality[146] - Trade receivables rose to RMB 95,841,000 in 2019, up 32.7% from RMB 72,179,000 in 2018[162] - The company recorded a significant increase in expected credit loss provisions to RMB 27,960,000 in 2019 from RMB 2,103,000 in 2018[169] Operational Challenges and Future Outlook - The company anticipates that 2020 will be a challenging year due to ongoing trade disputes and economic slowdowns, particularly in Hong Kong[13] - The retail sales of jewelry, watches, and luxury gifts in Hong Kong decreased by approximately 21%, 41%, and 47% for the year, six months, and three months ended December 31, 2019, respectively[12] - The company is committed to seeking new opportunities and adapting its business and product mix to meet market demands[14] - The company aims to focus on high-end luxury watches and jewelry, leveraging the rise of the middle class and increasing disposable income in China[13] Governance and Compliance - The company has confirmed compliance with relevant laws and regulations, with no serious violations impacting its business operations during the year ended December 31, 2019[87] - The independent non-executive directors have confirmed their independence in accordance with the listing rules[81] - The company has adopted the corporate governance code and has complied with its provisions, with the exception of one instance where an independent non-executive director was unable to attend a shareholders' meeting[98] - The board consists of six members, including three executive directors and three independent non-executive directors, complying with the requirement that at least one must have appropriate professional qualifications or accounting expertise[99] Risk Management - The company faces various financial risks, including liquidity risk, interest rate risk, and currency risk, which are crucial for its operational stability[49] - The company has established a risk management and internal control system, which was reviewed and deemed effective as of December 31, 2019[125] Employee Management - The company has adopted a competitive compensation package to motivate employees and has implemented a share option scheme as a reward for their contributions[89] - The board of directors has reviewed employee compensation annually and made necessary adjustments to align with market practices[89] Audit and Financial Reporting - The independent auditor's report confirms that the consolidated financial statements reflect the group's financial position as of December 31, 2019, in accordance with Hong Kong Financial Reporting Standards[139] - The audit committee reviewed the financial and accounting policies and practices of the group[115] - The audit identified significant risks related to fraud or error that could lead to material misstatements in the financial statements[154]

Financial Performance - The company's revenue decreased by approximately RMB 21.8 million or 26.1% to RMB 61.7 million for the six months ended June 30, 2019, compared to RMB 83.5 million for the same period in 2018[6]. - The net loss for the six months ended June 30, 2019, was approximately RMB 17.1 million, an improvement from a net loss of approximately RMB 21.0 million for the same period in 2018[5]. - Gross profit decreased by approximately RMB 8.9 million or 54.9% to RMB 7.3 million, with the overall gross margin dropping from 19.4% to 11.8%[9]. - For the six months ended June 30, 2019, the company's revenue was RMB 61,717,000, a decrease of 26.0% compared to RMB 83,463,000 for the same period in 2018[49]. - The gross profit for the same period was RMB 7,272,000, down 55.1% from RMB 16,197,000 in 2018[49]. - The company reported a loss before tax of RMB 17,089,000, slightly improved from a loss of RMB 18,856,000 in the previous year[49]. - The net loss for the period was RMB 17,089,000, compared to a net loss of RMB 21,032,000 in 2018, indicating an 18.5% reduction in losses[49]. - For the six months ended June 30, 2019, total revenue was RMB 61,717,000, a decrease of 26% compared to RMB 83,463,000 for the same period in 2018[71]. - Revenue from luxury high-end watches was RMB 33,521,000, down 15.6% from RMB 39,722,000 in the previous year[71]. - The group reported unrealized losses on financial assets at fair value through profit or loss of RMB 3,280,000, compared to RMB 2,482,000 in the previous year[75]. - The group reported a net loss of RMB 3,280,000 on financial assets at fair value, compared to a loss of RMB 2,706,000 in the previous year[75]. Expenses and Costs - Selling and distribution expenses decreased by approximately RMB 14 million to RMB 7.1 million, primarily due to reduced advertising expenses[11]. - Administrative expenses increased by approximately RMB 3.4 million to RMB 13.9 million, mainly due to share option expenses of approximately RMB 6.3 million[12]. - The total employee compensation cost for the six months ended June 30, 2019, was approximately RMB 9.2 million, an increase from RMB 6.4 million for the same period in 2018[33]. - Total employee expenses, including directors' remuneration, increased to RMB 9,227,000 in 2019 from RMB 6,372,000 in 2018, reflecting a 44.5% increase[82]. - Advertising expenses decreased significantly to RMB 6,256,000 in 2019 from RMB 11,996,000 in 2018, a reduction of 47.8%[82]. - The cost of inventories recognized as an expense was RMB 54,445,000 in 2019, down from RMB 67,266,000 in 2018, indicating a 19.0% decrease[82]. Assets and Liabilities - The company's cash and bank balances totaled approximately RMB 15 million as of June 30, 2019, compared to RMB 6.5 million as of December 31, 2018[20]. - The current ratio increased from 27.9 times as of December 31, 2018, to 30.6 times as of June 30, 2019[20]. - The debt-to-equity ratio decreased from approximately 1.3% as of December 31, 2018, to approximately 0.3% as of June 30, 2019[20]. - Total assets decreased to RMB 440,134,000 from RMB 448,604,000 as of December 31, 2018[50]. - Inventory levels decreased to RMB 110,878,000 from RMB 149,296,000, indicating a reduction in stock[50]. - The company's total equity as of June 30, 2019, was RMB 458,764,000, down from RMB 467,344,000 at the end of 2018[50]. - Trade receivables increased to RMB 107,024,000 as of June 30, 2019, compared to RMB 72,179,000 as of December 31, 2018, marking a 48.2% increase[86]. - Trade payables rose to RMB 8,894,000 as of June 30, 2019, compared to RMB 3,658,000 as of December 31, 2018, reflecting a 143.5% increase[87]. Investments and Dividends - The board did not recommend any interim dividend for the six months ended June 30, 2019, consistent with the previous year[27]. - As of June 30, 2019, the group reported a total of significant investments amounting to RMB 10,828,000, with a fair value loss of RMB 3,280,000, resulting in a total value of RMB 8,383,000, representing 1.77% of the group's total assets[31]. - The major investment in China Automotive Interior Group Limited reported revenue of approximately RMB 110,000,000 and a loss of RMB 18,376,000 for the six months ended June 30, 2019[31]. - The group maintained a diversified investment portfolio and closely monitored investment performance and market trends to adjust its investment strategy[31]. - The group did not engage in any significant acquisitions or disposals of subsidiaries or associates during the six months ended June 30, 2019[28]. - There were no investments held by the group that exceeded 1% of the total assets as of June 30, 2019[32]. - The group did not have any investments contributing to realized or unrealized losses exceeding 10% during the six months ended June 30, 2019[32]. Corporate Governance - The audit committee, composed of three independent non-executive directors, reviewed the accounting principles and practices adopted by the company for the six months ended June 30, 2019[46]. - The company has adopted a code of conduct for securities trading by directors, ensuring compliance with the listing rules[48]. - The group has adopted HKFRS 16 Leases from January 1, 2019, recognizing lease liabilities based on the present value of remaining lease payments[68]. - The group did not have any individual customer contributing over 10% of total revenue for the periods ended June 30, 2019, and 2018[74]. - The company did not declare an interim dividend for the six months ended June 30, 2019, consistent with the previous year[85]. - The company issued 345,600,000 share options under its share option scheme during the six months ended June 30, 2019, with no options issued in the same period of 2018[90]. - The company did not acquire any property, plant, and equipment during the six months ended June 30, 2019, compared to RMB 43,544,000 in the same period of 2018[86].

Financial Performance - Total revenue for the year 2018 was RMB 106,948,000, a decrease of 7.9% compared to RMB 115,805,000 in 2017[7] - Gross profit for 2018 was RMB 19,077,000, down 53.1% from RMB 40,654,000 in 2017[7] - The company reported a loss from continuing operations of RMB 106,817,000 in 2018, compared to a loss of RMB 89,897,000 in 2017[7] - Revenue decreased from approximately RMB 115.8 million in the year ended December 31, 2017, to approximately RMB 106.9 million in the year ended December 31, 2018, a decline of about 7.7%[18] - Gross profit decreased from approximately RMB 40.7 million to approximately RMB 19.1 million, a decline of about 53.1%, with the overall gross margin dropping from approximately 35.1% to approximately 17.8%[20] - The group recorded a net loss of approximately RMB 106.8 million for the year ended December 31, 2018, compared to a net loss of approximately RMB 117.1 million for the year ended December 31, 2017[25] - The company reported a net loss of RMB 106,817 thousand for the year ended December 31, 2018, compared to a net loss of RMB 113,184 thousand in 2017, indicating a slight improvement in performance[176] - The total comprehensive loss for the year was RMB 78,017 thousand, which includes a gain from other comprehensive income of RMB 28,800 thousand[176] Assets and Liabilities - The total assets decreased to RMB 483,431,000 in 2018 from RMB 597,097,000 in 2017, representing a decline of 19.1%[8] - The total liabilities were reduced to RMB 16,087,000 in 2018 from RMB 43,606,000 in 2017, a decrease of 63.2%[8] - The company's total assets decreased to RMB 448,604,000 in 2018 from RMB 547,593,000 in 2017, a drop of 18.1%[171] - The total equity of the company was RMB 467,344,000 in 2018, down from RMB 553,491,000 in 2017, representing a decrease of 15.5%[174] Cash Flow and Financing - Cash and bank balances decreased from approximately RMB 16.2 million to approximately RMB 6.5 million[26] - Cash and cash equivalents decreased by RMB 33,417 thousand, ending the year at RMB 6,495 thousand, down from RMB 16,204 thousand at the beginning of the year[181] - The company’s financing costs decreased to RMB 1,462 thousand from RMB 1,806 thousand in the previous year[179] - The company’s financing activities resulted in a net cash outflow of RMB 15,785 thousand, compared to RMB 24,065 thousand in the previous year[181] Inventory and Trade Receivables - Inventory increased to RMB 149,296,000 in 2018 from RMB 120,684,000 in 2017, reflecting a 23.6% rise[171] - Trade receivables decreased to RMB 72,179,000 in 2018 from RMB 98,031,000 in 2017, a decline of 26.4%[171] - The group has trade receivables amounting to RMB 72,179,000 and has made an expected credit loss provision of approximately RMB 9,919,000[149] - As of December 31, 2018, the group holds inventory valued at approximately RMB 149,296,000, with a provision for inventory of about RMB 51,846,000[153] Corporate Governance - The board consists of six members, including three executive directors and three independent non-executive directors, complying with listing rules[99] - The board is responsible for determining overall strategy, monitoring operational and financial performance, and managing risks related to achieving the company's objectives[101] - The audit committee consists of independent non-executive directors, ensuring oversight of financial reporting and risk management systems[112] - The company has adopted a code of conduct for securities trading, confirming compliance by all directors for the year ending December 31, 2018[108] - The company has established a Company Guarantee Committee to monitor and prohibit guarantees to non-group companies, with no incidents reported as of the report date[120] Future Outlook and Strategy - The company anticipates 2019 to be a challenging year due to ongoing trade disputes and economic slowdown in China[12] - The company aims to focus on luxury high-end watches and jewelry, leveraging the rise of the middle class and increasing disposable income[12] - The company remains committed to seeking new opportunities and adapting its business and product mix to meet market demands[13] Environmental and Social Responsibility - The company is committed to long-term sustainable development in its operating environment and community, focusing on resource efficiency and energy conservation[85] - The company has implemented measures to reduce environmental impact, including recycling waste paper and office supplies[86] - The company will publish its Environmental, Social, and Governance (ESG) report within three months after the annual report[87] Audit and Compliance - The independent auditor's report expressed a qualified opinion due to the inability to access the management and accounting records of the sold group, impacting the comparability of the financial data[142] - The company’s financial statements are prepared in accordance with the HKFRS, ensuring compliance with the relevant accounting standards[189] - The company is committed to ensuring compliance with the Hong Kong Companies Ordinance in its financial disclosures[139] Management and Human Resources - The company aims to attract and retain employees through competitive compensation and opportunities for promotion and skill enhancement[89] - All directors participated in continuous professional development to enhance their knowledge and skills throughout the year[131] - The company has a stock option plan adopted on December 19, 2014, with a total of 36,070,000 shares available for issuance as of the report date[69]