| --- | --- | |-------|----------------------------| | | | | | 中國金融發展(控股)有限公司 | 目錄 公司資料 2 財務概要 4 五年財務概要 5 主席報告 6 管理層討論與分析 9 董事會報告 23 企業管治報告 45 董事及高級管理層履歷 59 獨立核數師報告 64 綜合損益表 74 綜合損益及其他全面收益表 75 綜合財務狀況表 76 綜合權益變動表 78 綜合現金流量表 79 綜 合 財務報表附註 80 8 6 公司資料 | --- | --- | |-----------------------|--------------------------------------------| | | | | 董事會 | 授權代表 | | 執行董事 | 李斌先生 彭中輝先生 | | 張鐵偉先生 （主席） | | | 李斌先生 （行政總裁） | 註冊辦事處 | | 戴菁女士 | | | 徐凱英先生 | Fourth Floor, One Capital Place | | 龐浩泉先生 | P.O. Box 847, Grand Cayman | ...

[Financial and Operational Summary](index=5&type=section&id=Summary) [Financial Highlights](index=5&type=section&id=Financial%20Highlights) For H1 2020, the company's revenue increased by 158.5% year-on-year, with loss before tax significantly narrowing by 86.4%, yet a net loss of RMB 17.464 million was recorded, while total assets decreased by 20.6% and total equity remained stable as of period-end Financial Performance Summary | Metric | For the six months ended June 30, 2020 (RMB thousands) | For the six months ended June 30, 2019 (RMB thousands) | Change | | :--- | :--- | :--- | :--- | | Revenue | 75,434 | 29,176 | 158.5% | | Loss before tax | (2,713) | (19,922) | -86.4% | | Loss for the period | (17,464) | (20,812) | -16.1% | | Loss per share (RMB) | (0.03) | (0.04) | -25.0% | | **Metric** | **As of June 30, 2020 (RMB thousands)** | **As of December 31, 2019 (RMB thousands)** | **Change** | | Total Assets | 1,708,471 | 2,151,341 | -20.6% | | Total Equity | 533,163 | 546,949 | -2.5% | [Chairman's Statement](index=6&type=section&id=Chairman's%20Statement) The Chairman's Statement highlights the group's commitment to business development despite severe challenges in H1 2020, with guarantee business revenue significantly increasing due to supportive policies and FinTech investment, yet a net loss was recorded due to impairment losses, associate losses, and increased operating expenses, while future plans include stable traditional business growth, FinTech promotion, and new agricultural investment opportunities - Macroeconomic Environment: In H1 2020, the COVID-19 pandemic, China-US trade friction, and geopolitical instability created unprecedented global economic shocks, leading to a persistently weak business environment[12](index=12&type=chunk) - Business Performance: Guarantee business revenue significantly increased, benefiting from supportive policies for SMEs and FinTech investment, while finance lease, commercial factoring, and asset management businesses adopted a cautious approach[14](index=14&type=chunk)[17](index=17&type=chunk) - Loss Drivers: Despite a substantial increase in principal business revenue, the group recorded a net loss due to impairment provisions, net losses from investments in associates, and increased operating expenses[17](index=17&type=chunk) - Future Outlook: The group will continue to steadily develop traditional businesses, advance FinTech, and seek new agricultural-related investment opportunities through investment, equity participation, or acquisition to provide integrated financial services across the industry chain and create new profit growth points[18](index=18&type=chunk) [Management Discussion & Analysis](index=8&type=section&id=Management%20Discussion%20%26%20Analysis) [Business Review and Strategy](index=8&type=section&id=Business%20Review%20and%20Strategy) The group adopted a prudent and stable strategy amidst the complex pandemic environment, enhancing market competitiveness in core guarantee business through FinTech and policy opportunities, while actively exploring integrated financial services in the Greater Bay Area, fostering diverse collaborations with financial and technology institutions, and advancing investment projects like Jicheng Sci-Tech Park - Guarantee Business: Continued investment in FinTech and development of traditional business, leveraging national support policies for SMEs and the establishment of Foshan Financing Guarantee Fund, with subsidiary Jicheng Guarantee obtaining a new operating license, enhancing market competitiveness[25](index=25&type=chunk) - Strategic Focus: Seizing opportunities in the Guangdong-Hong Kong-Macao Greater Bay Area to actively seek integrated financial service opportunities, while consistently deploying FinTech and exploring diversified cooperation models with various parties[26](index=26&type=chunk)[27](index=27&type=chunk) - Investment Projects: The Jicheng Sci-Tech Park project, a benchmark for Shunde's "three old" transformation, is progressing as planned[28](index=28&type=chunk) [Financial Review](index=11&type=section&id=Financial%20Review) In H1 2020, total revenue surged 111.3% to RMB 82.6 million, driven by a 168.5% increase in net income from financing guarantee services due to deferred revenue recognition from 2019 platform business growth; however, expanded losses from associates and increased operating expenses (due to share option costs) resulted in a pre-tax loss of RMB 2.7 million (86.4% narrower year-on-year) and a net loss of RMB 17.5 million, while the gearing ratio significantly improved from 293.3% to 220.4% due to reduced total liabilities [Revenue Analysis](index=11&type=section&id=Revenue%20Analysis) Total revenue increased by 111.3% year-on-year to RMB 82.6 million, with core financing guarantee service net income growing 168.5% to RMB 91.3 million, primarily due to deferred revenue recognition from significant platform business growth in 2019, while non-financing guarantee service revenue halved and finance lease and factoring services recorded no income due to business maturity and cautious strategy Revenue by Business Segment | Business Segment | H1 2020 Revenue (RMB millions) | H1 2019 Revenue (RMB millions) | Y-o-Y Change | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Financing Guarantee Services | 91.3 | 34.0 | +168.5% | Deferred revenue from 2019 platform business growth recognized in current period | | Non-Financing Guarantee Services | 0.4 | 0.8 | -50.0% | Group adjusted product structure, focusing on new business areas | | Financial Advisory Services | 1.4 | 0.3 | +366.7% | Increased financing demand from SMEs | | Finance Lease and Factoring | 0 | 5.2 | -100% | Existing businesses matured and adopted a prudent development strategy | [Profitability Analysis](index=13&type=section&id=Profitability%20Analysis) Despite significant revenue growth, the company's profitability remains under pressure, with pre-tax loss narrowing substantially from RMB 19.9 million to RMB 2.7 million, primarily due to increased impairment provisions for associate Jicheng Loan leading to expanded share of loss to RMB 26.6 million, a 48.8% year-on-year increase in operating expenses mainly from share option grants, and substantial impairment and provision deductions - Share of loss from associates expanded from RMB 4.6 million to **RMB 26.6 million** year-on-year, primarily due to increased impairment provisions for associate Jicheng Loan[49](index=49&type=chunk) - Operating expenses increased by **48.8%** year-on-year to **RMB 37.2 million**, mainly due to share option expenses granted in May 2020, leading to a **50.5%** rise in salaries and wages[48](index=48&type=chunk) - Income tax expense significantly increased from RMB 0.9 million to **RMB 14.8 million**, primarily due to a decrease in deferred tax assets resulting from reduced deferred revenue from platform business[52](index=52&type=chunk) [Financial Position and Liquidity](index=14&type=section&id=Financial%20Position%20and%20Liquidity) As of June 30, 2020, the group's gearing ratio (total liabilities/total equity) significantly decreased from 293.3% at end-2019 to 220.4%, primarily due to reductions in guarantee liabilities, guarantee deposits payable to cooperating companies, and other payables; cash and bank balances were approximately RMB 640 million, a decrease of RMB 428 million from the beginning of the year, mainly due to reduced third-party guarantee deposits - Gearing ratio decreased from **293.3%** (end-2019) to **220.4%** (end-June 2020), primarily due to a reduction in total liabilities[59](index=59&type=chunk) - Cash and bank balances decreased from **RMB 1.067 billion** (end-2019) to **RMB 640 million** (end-June 2020), mainly due to a reduction in guarantee deposits from third parties[55](index=55&type=chunk) [Prospects and Outlook](index=16&type=section&id=Prospects%20and%20Outlook) For H2 2020, management anticipates a challenging global economic recovery but strong resilience in mainland China's economy; the group will maintain a prudent and stable development strategy, strengthening capabilities through opportune investments and M&A while developing traditional businesses, specifically leveraging policy tailwinds for guarantee business, enhancing collaborations with financial and technology institutions, cautiously expanding finance lease and factoring, seizing Greater Bay Area opportunities, and seeking new agricultural investment projects to offer integrated financial services and boost competitiveness - Macroeconomic Outlook: Global economic downward pressure is expected to intensify, but mainland China's economy will maintain a recovery growth trend, with the central government continuing to implement loose monetary policies and expand domestic demand[62](index=62&type=chunk) - Business Strategy: The group will continue to steadily develop traditional guarantee businesses, advance FinTech exploration, strengthen cooperation with financial institutions and technology companies, and create distinctive integrated financial service products[63](index=63&type=chunk) - New Growth Points: Plans include seeking new agricultural-related commercial investment opportunities through investment, equity participation, or acquisition, using these as entry points to provide integrated financial services to upstream and downstream clients in the industry chain, creating new profit growth points[67](index=67&type=chunk) - Asset Allocation: To meet future business development needs, office properties in Foshan New City have been purchased for self-use[68](index=68&type=chunk) [Interim Financial Statements](index=18&type=section&id=Interim%20Financial%20Statements) [Overview of Financial Statements](index=18&type=section&id=Overview%20of%20Financial%20Statements) This section presents the unaudited consolidated statement of profit or loss, consolidated statement of financial position, consolidated statement of changes in equity, and condensed consolidated statement of cash flows for the six months ended June 30, 2020, showing a net loss of RMB 17.464 million for the period, with KPMG having reviewed the interim financial report and issued an unmodified conclusion, indicating no material non-compliance with HKAS 34 Financial Statement Summary | Financial Statement Item (RMB thousands) | H1 2020 | H1 2019 | | :--- | :--- | :--- | | **Consolidated Statement of Profit or Loss** | | | | Revenue | 75,434 | 29,176 | | Loss before tax | (2,713) | (19,922) | | Loss for the period | (17,464) | (20,812) | | **Consolidated Statement of Financial Position** | **As of June 30, 2020** | **As of December 31, 2019** | | Total Assets | 1,708,471 | 2,151,341 | | Total Liabilities | 1,175,308 | 1,604,392 | | Total Equity | 533,163 | 546,949 | - KPMG reviewed the interim financial report and concluded that nothing came to their attention to suggest the interim financial report was not prepared in all material respects in accordance with HKAS 34[72](index=72&type=chunk) [Selected Notes to Financial Statements](index=26&type=section&id=Selected%20Notes%20to%20Financial%20Statements) The notes to the financial statements disclose key accounting estimates and judgments, including significant impairment provisions for receivables (guarantee payments, factoring, and finance leases), reflecting high credit risk; a critical risk is the group's breach of convertible bond financial covenants due to net asset value below requirements and gearing ratio exceeding limits, though the company is negotiating waivers and updated terms with bondholders; additionally, substantial share options were granted during the period, incurring related expenses [Key Risks and Judgements](index=34&type=section&id=Key%20Risks%20and%20Judgements) The group faces significant credit and liquidity risks; as of June 30, 2020, substantial impairment provisions were made for various receivables, including RMB 187 million for defaulted guarantee payments, RMB 33.66 million for factoring receivables, and RMB 147 million for finance lease receivables; critically, the group breached convertible bond financial covenants (net asset value below RMB 800 million and gearing ratio above 40%), creating significant uncertainty despite no immediate repayment demand, with management negotiating updated terms and having made partial repayments - As of June 30, 2020, the group made bad debt provisions of **RMB 187 million** for receivables from defaulted guarantee payments[126](index=126&type=chunk)[136](index=136&type=chunk) - For finance lease receivables, overdue amounts reached **RMB 145 million**, with impairment provisions of **RMB 147 million** made[156](index=156&type=chunk)[158](index=158&type=chunk)[161](index=161&type=chunk) - The group breached convertible bond financial covenants (net asset value below **RMB 800 million**, gearing ratio above **40%**), granting bondholders the right to demand immediate repayment; the group is negotiating updated terms with bondholders to manage liquidity risk[218](index=218&type=chunk)[219](index=219&type=chunk) [Equity and Financing Activities](index=54&type=section&id=Equity%20and%20Financing%20Activities) In H1 2020, the group secured new bank borrowings totaling RMB 50 million; regarding equity incentives, 31,755,400 share options were granted on May 18, 2020, under the post-IPO share option scheme, with an exercise price of HKD 0.84 per share, to directors and key employees, resulting in RMB 3.338 million in equity-settled share-based payment expenses for the period, and no dividends were declared - On May 18, 2020, the group granted **31,755,400** share options with an exercise price of **HKD 0.84** per share to directors, key employees, and employees with specific performance targets[225](index=225&type=chunk) - The group obtained two new bank borrowings totaling **RMB 50 million** in H1 2020, with an interest rate of **4.4%**[212](index=212&type=chunk) - The Board did not recommend the payment of any dividend for the six months ended June 30, 2020[241](index=241&type=chunk)[253](index=253&type=chunk) [Other Information](index=68&type=section&id=Other%20Information) [Shareholding and Corporate Governance](index=68&type=section&id=Shareholding%20and%20Corporate%20Governance) The report discloses that Chairman Mr. Zhang Tiewei and several other shareholders are concert parties, collectively controlling 48.23% of the company's equity; the company complied with listing rule corporate governance codes and maintained the required public float during the reporting period; the Board resolved not to declare an interim dividend, and details of pre-IPO and post-IPO share option schemes, including the significant new grant in May 2020, were disclosed - Chairman Mr. Zhang Tiewei, Mr. Xu Kaiying, Mr. Pang Haoquan, and Mr. Chen Guoxian are concert parties, collectively holding approximately **48.23%** of the company's equity[277](index=277&type=chunk)[283](index=283&type=chunk)[294](index=294&type=chunk) - The Board resolved not to declare an interim dividend for the six months ended June 30, 2020[275](index=275&type=chunk) - On May 18, 2020, the company granted **31,755,400** share options under the "Post-IPO Share Option Scheme" with an exercise price of **HKD 0.84** per share[304](index=304&type=chunk) - As of the end of the reporting period, the company had redeemed all principal (**HKD 60,000,000**) and corresponding interest of the notes attached to the convertible bonds[331](index=331&type=chunk) [Post-Reporting Period Events](index=79&type=section&id=Post-Reporting%20Period%20Events) Subsequent to the reporting period, on July 16, 2020, the group's subsidiary Jicheng Guarantee signed an agreement to acquire a new office property in Foshan New City, Shunde District, Guangdong Province, for self-use, at a total consideration not exceeding RMB 32,966,880 - On July 16, 2020, the group agreed to acquire an office property in Foshan New City for self-use, with a total consideration not exceeding **RMB 32.97 million**[338](index=338&type=chunk)

| --- | --- | --- | --- | --- | |-------------------------------------------------------------------------|-------|-------|-------|----------------------------------------------------------------| | | | | | | | | | | | | | 中國金融發展(控股)有限公司 CHINA SUCCESS FINANCE GROUP HOLDINGS LIMITED | | | | （於開曼群島註冊成立的有限公司） 股份代號 : 3623 中期報告 2019 | | 混合產品 即立貴實任的且林貢國的起張 FSC" C022410 | | | | | 1 目錄 公司資料 2 概要 3 主席報告 4 管理層討論與分析 6 中期財務資料審閱報告 15 綜合損益表 16 綜合損益及其他全面收入表 17 綜合財務狀況表 18 綜合權益變動表 20 簡明綜合現金流量表 23 未經審核中期財務報告附註 24 其他資料 77 公司資 ...

Financial Performance - Revenue for the year ended December 31, 2018, was RMB 56,078,000, a decrease of 37.6% compared to RMB 89,822,000 in 2017[17] - Profit for the year decreased by 66.3% to RMB 5,281,000 from RMB 15,651,000 in the previous year[17] - Total comprehensive income for the year was RMB 8,003,000, a decline of 30.5% from RMB 11,522,000 in 2017[17] - Profit before taxation decreased by 28.3% to RMB 23,181,000 from RMB 32,343,000 in the previous year[17] - Basic earnings per share dropped to RMB 0.01, down 66.7% from RMB 0.03 in 2017[17] - The Group's total revenue for 2018 decreased to approximately RMB 61.0 million, and profit for the year was RMB 5.3 million[31] - The Group's total revenue for the year decreased to approximately RMB 61.0 million, while profit was approximately RMB 5.3 million[55] - Revenue from financial guarantee services increased significantly by approximately 365.5% to approximately RMB27.0 million in 2018, up from RMB5.8 million in 2017[80] - Revenue from non-financial guarantee services decreased by approximately 18.9% to approximately RMB4.3 million in 2018, down from RMB5.3 million in 2017[81] - Revenue from financial consultancy services decreased significantly by approximately 80.8% to approximately RMB5.6 million in 2018, compared to RMB29.2 million in 2017[83] - Revenue from financial leasing and factoring business increased by approximately RMB2.0 million to approximately RMB24.4 million in 2018, up from RMB22.4 million in 2017[89] Assets and Liabilities - Total assets increased by 86.9% to RMB 1,938,278,000 as of December 31, 2018, compared to RMB 1,037,051,000 in 2017[17] - Total equity as of December 31, 2018, was RMB 978,237,000, a slight increase of 1.9% from RMB 959,915,000 in 2017[17] - The Group's gearing ratio increased from approximately 8.0% as of December 31, 2017, to approximately 98.1% as of December 31, 2018, primarily due to an increase in total liabilities[112] - The Group's total liabilities increased due to liabilities from guarantees, pledge deposits payable, convertible bonds, and receipts in advance from partner companies[112] - Receivables from guarantee payments decreased from approximately RMB246.9 million as at 31 December 2017 to approximately RMB232.7 million as at 31 December 2018[106] Cash Flow and Financial Position - The cash and various bank deposits of the Group almost doubled from RMB 30 million on June 30, 2018, to December 31, 2018[31] - Cash and various bank deposits increased by approximately 105.7% from June 30, 2018, to December 31, 2018[55] - The increase in cash and bank deposits was mainly attributable to net cash inflow from a joint project and funds raised from the issuance of convertible bonds[110] - As of December 31, 2018, pledged bank deposits amounted to approximately RMB 86.2 million, a decrease of approximately RMB 9.3 million compared to the end of the previous year, while cash and bank deposits increased to approximately RMB 719.1 million, an increase of approximately RMB 679.7 million[110] Taxation and Expenses - The effective tax rate rose significantly to 77.2% in 2018 from 51.6% in 2017[19] - The cost to income ratio increased to 93.6% in 2018, compared to 58.5% in 2017[19] - Income tax for the year ended 31 December 2018 amounted to approximately RMB17.9 million, representing an increase of approximately 7.2% from approximately RMB16.7 million in 2017[106] - The Group's operating expenses slightly decreased to approximately RMB53.1 million in 2018 from approximately RMB53.2 million in 2017, with salaries and rent decreasing by 11.8% and 39.1% respectively[99] Business Strategy and Market Outlook - Looking forward to 2019, the Group anticipates challenges due to global economic uncertainties but aims to support micro, small, and medium-sized enterprises through financial inclusion[38] - The Group aims to provide integrated financing services to micro, small, and medium-sized enterprises through innovative products[39] - The Group will continue to strengthen traditional businesses such as financial leasing and guarantee services while exploring mergers and acquisitions[41] - The Group is focused on developing financial technology services to meet market demands[41] - The Group plans to expand its business in the Greater Bay Area by offering comprehensive financial services[44] - The Group is committed to enhancing its core competitiveness and maximizing returns for investors and shareholders[45] - The Group will continue to maintain the quality of traditional guarantee business, targeting small and medium-sized enterprises, while developing new products and enhancing risk management mechanisms[134] - The Group aims to enhance its strength through investments, mergers, and acquisitions to adapt to a more open financial system[142] - The Group will respond to national policies by promoting cooperation between banks and guarantee companies, providing integrated financing services[134] Share Options and Capital Management - The total number of shares subject to the options under the Pre-IPO Share Option Scheme is 10,000,000 Shares, representing approximately 1.91% of the issued Shares as of the date of this annual report[176] - 50% of the options shall vest and become exercisable on June 30, 2014; 30% on June 30, 2016; and 20% on June 30, 2018[176] - No options granted under the Pre-IPO Share Option Scheme had been exercised by the grantees in the year ended December 31, 2018[178] - The remaining life of the Pre-IPO Share Option Scheme is until November 5, 2023[178] - The company did not declare a final dividend for the year ended December 31, 2018[153] - As of December 31, 2018, the aggregate amount of distributable reserves was approximately RMB406.3 million[170]