(於開曼群島註冊成立之有限公司) (股份代號: 8066) 年度報告 2019 更有遠見 奮力向前 Annual Report 年度報告 2019 PHOENITRON HOLDINGS LIMITED 本報告所載資料包括遵照聯交所GEM證券上市規則（「GEM上市規則」）規定提供有關品創控股有限公司（「本公 司」）之資料。本公司各董事（「董事」）對本報告所載資料共同及個別承擔全部責任。各董事在作出一切合理查 詢後確認，就彼等所深知及確信，本報告所載資料在各重大方面均準確及完整，且並無誤導或欺詐成份；及 本報告亦無遺漏其他事項致使其中或本報告所載任何陳述有所誤導。 目錄 | 公司資料 | 2 | | --- | --- | | 財務摘要 | 3 | | 主席報告 | 4 | | 管理層討論與分析 | 7 | | 企業管治報告 | 12 | | 董事及高級管理層履歷 | 20 | | 董事會報告 | 22 | | 獨立核數師報告 | 28 | | 綜合損益及其他全面收益表 | 33 | | 綜合財務狀況表 | 35 | | 綜合權益變動表 | 37 | | 綜合現金流量表 | 39 | | 綜合財務報表附註 | ...

PHOENITRON HOLDINGS LIMITED 品創控股有限公司 由於GEM上市之公司普遍為中小型公司，在GEM買賣之證券可能會較於主板買賣之 證券承受更大之市場波動風險，同時無法保證在GEM買賣之證券會有高流通量之市 場。 香港交易及結算所有限公司及聯交所對本報告之內容概不負責，對其準確性或完整性 亦不發表任何聲明，並明確表示概不就因本報告全部或任何部份內容而產生或因依賴 該等內容而引致之任何損失承擔任何責任。 本報告所載資料包括遵照聯交所GEM證券上市規則（「GEM上市規則」）規定提供有關 品創控股有限公司（「本公司」）之資料。本公司各董事（「董事」）對本報告所載資料共同 及個別承擔全部責任。各董事在作出一切合理查詢後確認，就彼等所深知及確信，本 報告所載資料在各重大方面均準確及完整，且並無誤導或欺詐成份；及本報告亦無遺 漏其他事項致使其中或本報告所載任何陳述有所誤導。 – 1 – 概要 （於開曼群島註冊成立之有限公司） （股份代號：8066） 截至二零一九年九月三十日止九個月之 第三季度報告 香港聯合交易所有限公司（「聯交所」）GEM之特點。 GEM乃供投資風險較聯交所其他上市公司為高之中小型公 ...

Financial Performance - For the six months ended June 30, 2019, the group recorded an unaudited revenue of approximately HKD 26,316,000, representing an increase of 7.4% compared to the same period in 2018[5]. - The unaudited loss attributable to owners of the company for the six months ended June 30, 2019, was approximately HKD 861,000[5]. - The gross profit for the six months ended June 30, 2019, was HKD 7,440,711, compared to HKD 3,884,362 for the same period in 2018, indicating a significant improvement[6]. - The total comprehensive loss for the six months ended June 30, 2019, amounted to HKD 3,918,889, compared to HKD 15,283,157 for the same period in 2018, showing a reduction in losses[7]. - The basic earnings per share for the six months ended June 30, 2019, was a loss of HKD 0.164, compared to a loss of HKD 3.097 for the same period in 2018[7]. - The company reported a loss of HKD (861,300) for the period, which is a decrease from the previous year's loss of HKD (14,823,947)[14]. - For the six months ended June 30, 2019, the total reportable segment revenue was HKD 26,315,898, an increase from HKD 24,510,696 for the same period in 2018, representing an increase of approximately 7.3%[28][32]. - The reportable segment loss for the six months ended June 30, 2019, was HKD (2,919,115), compared to a loss of HKD (7,429,312) for the same period in 2018, indicating a significant improvement in performance[28][29]. - The company reported a net profit attributable to shareholders of HKD 989,032 for the three months ended June 30, 2019, compared to a loss of HKD 6,437,025 in the same period of 2018[41]. - For the six months ended June 30, 2019, the company recorded a loss attributable to shareholders of HKD 861,300, an improvement from a loss of HKD 14,823,947 in the same period of 2018[41]. Cash Flow and Assets - The company's cash and cash equivalents increased to HKD 9,944,422 as of June 30, 2019, compared to HKD 837,849 as of December 31, 2018[9]. - The net cash used in operating activities for the six months ended June 30, 2019, was HKD (7,427,510), an improvement compared to HKD (12,033,016) for the same period in 2018[18]. - The net cash generated from investing activities increased significantly to HKD 23,242,940 in 2019, compared to HKD 2,113,232 in 2018, indicating a growth of approximately 1000%[18]. - The company's total equity decreased to HKD 84,003,188 as of June 30, 2019, from HKD 89,106,223 as of December 31, 2018, indicating a decline in shareholder equity[10]. - As of June 30, 2019, the total equity amounted to HKD 84,003,188, a decrease from HKD 89,106,223 as of January 1, 2019, reflecting a decline of approximately 5.0%[14]. - The total assets less current liabilities as of June 30, 2019, were HKD 92,581,180, compared to HKD 89,110,930 as of December 31, 2018, indicating growth in net assets[9]. - Non-current assets increased to HKD 16,401,131 as of June 30, 2019, from HKD 8,578,438 as of December 31, 2018, reflecting investment in property, plant, and equipment[9]. - Trade receivables net amount increased to HKD 15,681,302 as of June 30, 2019, from HKD 14,791,612 as of December 31, 2018[46]. - The company’s inventory as of June 30, 2019, was HKD 1,399,015, slightly up from HKD 1,331,159 as of December 31, 2018[45]. - Current assets amounted to approximately HKD 120,400,000, down from HKD 132,800,000 at the end of the previous year[64]. Expenses and Liabilities - The total income tax expense for the six months ended June 30, 2019, was HKD 404,365, significantly higher than HKD 109,953 for the same period in 2018[37]. - Administrative expenses decreased to approximately HKD 11,760,000, down by HKD 3,960,000 or 25.2% from the previous year[59]. - Financial expenses for the six months ended June 30, 2019, totaled HKD 344,422, a decrease from HKD 547,526 in the same period of 2018, showing a reduction of approximately 37%[35]. - The reportable segment liabilities as of June 30, 2019, were HKD 51,971,632, compared to HKD 45,844,280 as of December 31, 2018, indicating an increase of approximately 13.8%[31]. - Current liabilities decreased to approximately HKD 44,200,000, down from HKD 52,300,000 at the end of the previous year[64]. Shareholder Information - The company did not recommend any interim dividend for the six months ended June 30, 2019[5]. - The company did not declare any interim dividend for the six months ended June 30, 2019, consistent with the same period in 2018[40]. - Major shareholders include Golden Dice Co., Ltd. with 51,927,512 shares (9.87%) and Best Heaven Limited with 31,586,500 shares (6.01%) as of June 30, 2019[77]. - The company has a total of 4,500,000 share options granted to each of the executive directors, with an exercise price of HKD 0.20[79]. - The company repurchased a total of 945,000 shares at a total cost of HKD 164,050 during the six months ending June 30, 2019[85]. - The share repurchase details include 330,000 shares bought in May at an average price of HKD 0.190 and 615,000 shares in June at an average price of HKD 0.186[86]. Corporate Governance - The company has established an audit committee in compliance with GEM listing rules, consisting of three independent non-executive directors[81]. - The company has adhered to the corporate governance code as per GEM listing rules for the six months ending June 30, 2019, except for the separation of roles between the chairman and CEO[82]. - The company confirmed that all directors complied with the code of conduct regarding securities trading during the six months ending June 30, 2019[83]. - As of June 30, 2019, no directors or management shareholders had interests in any business that directly or indirectly competes with the company[84]. Future Outlook and Risks - The company did not early adopt new or revised HKFRS that have been issued but are not yet effective, which may impact future financial reporting[25]. - The company expects that the adoption of new and revised HKFRS will not have a significant impact on its unaudited condensed consolidated financial information[20]. - The company manages foreign exchange risk through monitoring cash flows in foreign currencies, primarily in RMB, EUR, and USD[72]. - The company has no future significant investment or capital asset plans disclosed as of June 30, 2019[68]. - The company reported no significant contingent liabilities as of June 30, 2019[71]. - The company has no assets pledged as of June 30, 2019, consistent with the previous year[69]. - There were no significant acquisitions or disposals of subsidiaries or associates during the six months ended June 30, 2019[67].

PHOENITRON HOLDINGS LIMITED 品創控股有限公司 （於開曼群島註冊成立之有限公司） （股份代號：8066） 截至二零一九年三月三十一日止三個月 之第一季度報告 香港聯合交易所有限公司（「聯交所」）GEM之特點。 GEM乃供投資風險較聯交所其他上市公司為高之中小型公司上市之市場。有意投資者 應了解投資於該等公司之潛在風險，亦應經過審慎周詳考慮後方可作出投資決定。 由於GEM上市之公司普遍為中小型公司，在GEM買賣之證券可能會較於主板買賣之 證券承受更大之市場波動風險，同時無法保證在GEM買賣之證券會有高流通量之市 場。 香港交易及結算所有限公司及聯交所對本報告之內容概不負責，對其準確性或完整性 亦不發表任何聲明，並明確表示概不就因本報告全部或任何部份內容而產生或因依賴 該等內容而引致之任何損失承擔任何責任。 本報告所載資料包括遵照聯交所GEM證券上市規則（「GEM上市規則」）規定提供有關 品創控股有限公司（「本公司」）之資料。本公司各董事（「董事」）對本報告所載資料共 同及個別承擔全部責任。各董事在作出一切合理查詢後確認，就彼等所深知及確信， 本報告所載資料在各重大方面均準確及完整，且並 ...

Financial Performance - The company recorded a consolidated revenue of approximately HKD 52,333,000 for the fiscal year ending December 31, 2018, a decrease from HKD 380,960,000 in 2017[16]. - The company achieved a profit attributable to owners of approximately HKD 1,615,000, compared to a loss of HKD 19,770,000 in 2017[16]. - The company reported a net profit for the year of HKD 1,418,133, a recovery from a loss of HKD 19,942,563 in 2017[164]. - The company's total assets decreased from HKD 237,062,415 in 2017 to HKD 132,833,817 in 2018, a reduction of approximately 44%[166]. - The company reported a total comprehensive loss of HKD 3,675,873 for 2018, compared to a loss of HKD 12,171,625 in 2017, showing a reduction in losses by approximately 69.8%[164]. - The company's equity attributable to owners increased from HKD 67,742,225 in 2017 to HKD 83,478,553 in 2018, an increase of approximately 23.2%[166]. - The company recognized a reversal of impairment loss on receivables from joint ventures amounting to HKD 23,215,878 in 2018, which was not present in 2017[164]. Revenue Sources - The SIM card business faced a challenging environment, resulting in a net loss of approximately HKD 4,600,000 for the reporting period, an improvement from a loss of HKD 7,800,000 in 2017[21]. - Revenue from SIM card production increased to approximately HKD 50,200,000, representing an 8.9% increase from HKD 46,100,000 in the same period last year[31]. - Revenue from the sale of petrochemical products significantly declined to approximately HKD 2,100,000, down from HKD 334,700,000 in the previous year[32]. - The joint venture in Shanghai, Shanghai Pinchuang Petrochemical Co., Ltd., generated revenue of approximately HKD 2,100,000, down from HKD 334,700,000 in 2017 due to global oil price fluctuations[22]. Cost Management - The company implemented cost-cutting and operational efficiency measures, which showed some effectiveness as the market began to recover in the second half of the year[19]. - Administrative expenses increased by 30.9% to approximately HKD 33,400,000, primarily due to stock option grants and legal fees[43]. - Financial expenses increased to approximately HKD 1,100,000 due to rising interest rates on borrowings[45]. Dividend Policy - The company did not recommend the payment of any final dividend for the reporting period[17]. - For the fiscal year ending December 31, 2018, the company did not recommend any final dividend, consistent with the previous year where no dividend was paid[124]. - The board's general dividend policy aims to provide dividends from the group's profits, considering factors such as financial performance, shareholder interests, and future expansion plans[121]. Corporate Governance - The board consists of six directors, including three executive directors and three independent non-executive directors[75]. - The company has adopted corporate governance practices in line with GEM listing rules[71]. - The board believes that the current structure of having the same person serve as both chairman and CEO does not impair the balance of power[74]. - The company has established internal control systems to ensure accountability and transparency to shareholders[70]. - The audit committee confirmed that the financial statements presented comply with applicable accounting standards and regulations[85]. - The company emphasizes board diversity as a key factor in achieving strategic goals and sustainable development[87]. Financial Position - As of December 31, 2018, the group had cash and bank balances of approximately HKD 800,000, down from HKD 4,500,000 in 2017[56]. - The group reported current assets of approximately HKD 132,800,000 and current liabilities of approximately HKD 52,300,000, resulting in a current ratio of 2.5, compared to 1.5 in 2017[56]. - The group had trade receivables from a petroleum company reduced by RMB 16,250,000 (approximately HKD 18,465,909) as part of a capital repayment arrangement[52]. - The group plans to negotiate the potential transfer of RMB 48,750,000 (approximately HKD 55,397,727) in other receivables with a potential buyer, having received a deposit of approximately HKD 2,700,000[54]. Operational Challenges - The company is currently reviewing its operations in the petrochemical sector to determine the appropriate actions to take in response to resource requirements[22]. - The company is focused on expanding its customer base to mitigate risks associated with reliance on a few key clients[100]. - The company has acknowledged the importance of compliance with relevant laws and regulations, reporting no significant non-compliance issues for the fiscal year[142]. Audit and Compliance - The independent auditor, Deloitte Touche Tohmatsu, is proposed for reappointment at the upcoming annual general meeting[149]. - The independent auditor was unable to express an opinion on the financial statements due to the inability to obtain adequate audit evidence[161]. - The company has not reported any significant changes to its organizational documents as of December 31, 2018[109]. Future Outlook - The company anticipates a gradual return to profitability in 2019, focusing on expanding new business areas and optimizing asset utilization[26]. - The board believes that diversification and synergy will enhance long-term development and shareholder value[26]. - The company plans to introduce higher value-added card services, such as machine-to-machine (M2M) smart card related businesses in the coming year[20].