| --- | --- | |------------------------------------------------|-------| | | | | | | | 8 | | | 仁趣SAGE | | | 仁智國際集團有限公司 | | | ( 於開曼群島註冊成立及於百慕達存續之有限公司 ) | | | 股份代號：8082 | | | 2019 # | | | | | 1 仁智國際集團有限公司 香港聯合交易所有限公司（「聯交所」）GEM之特色 GEM之定位，乃為較於聯交所上市之其他公司帶有更高投資風險之公司提供一個上市之市 場。有意投資之人士應了解投資於該等公司之潛在風險，並應經過審慎周詳之考慮後方作出 投資決定。GEM之較高風險及其他特色表示GEM較適合專業及其他資深投資者。 由於GEM上市公司新興之性質所然，在GEM買賣之證券可能會較於主板買賣之證券承受較 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香港聯合交易所有限公司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分內容而產生或因 倚賴該等內 ...

Financial Performance - For the three months ended March 31, 2019, the company reported revenue of HKD 17,579,000, an increase from HKD 13,481,000 in the same period of 2018, representing a growth of 30.5%[6] - The gross loss for the period was HKD 56,000, compared to a gross profit of HKD 4,479,000 in the previous year, indicating a significant decline[6] - The company recorded a loss before tax of HKD 7,369,000, which is an increase from a loss of HKD 2,852,000 in the prior year, reflecting a deterioration of 158.5%[6] - The net loss for the period was HKD 7,468,000, compared to a net loss of HKD 2,945,000 in the same quarter of 2018, marking an increase of 153.5%[6] - Basic and diluted loss per share for the company was HKD 0.005, compared to HKD 0.002 in the previous year, indicating a worsening performance[6] - The total comprehensive loss for the period was HKD 7,325,000, compared to HKD 1,917,000 in the same period last year, representing an increase of 282.5%[8] - The company reported other income of HKD 1,129,000 for the quarter, compared to HKD 140,000 in the previous year, showing a significant increase[6] Expenses - The company incurred selling, marketing, and distribution expenses of HKD 7,867,000, up from HKD 6,099,000 in the prior year, reflecting a rise of 29%[6] - General and administrative expenses for the three months ended March 31, 2019, were approximately HKD 7,867,000, an increase of 28.99% from HKD 6,099,000 in the same period last year[28] - Sales, marketing, and distribution expenses were approximately HKD 1,373,000, representing about 7.81% of revenue, down from 10.18% in the previous year[27] Revenue Segmentation - Revenue from the funeral services segment was HKD 3,176,000, while the media and entertainment segment generated HKD 14,403,000, totaling HKD 17,579,000[16] - Revenue from the media and entertainment segment reached approximately HKD 14,403,000, a 40.20% increase from HKD 10,273,000 in the same period last year, driven by more concerts organized and invested during the review period[32] - The funeral services and crematorium business generated revenue of approximately HKD 3,176,000, remaining consistent with HKD 3,208,000 in the same period last year[33] Shareholder Information - The beneficial ownership of shares included 431,324,523 shares held by Mr. Tang, representing 35.42% of the issued share capital[39] - Major shareholders include Mr. Tang with 287,549,682 shares, representing 23.61% of the issued share capital[43] - The company has a total of 575,099,364 shares held by concert parties, accounting for 47.22% of the issued share capital[43] - Simple Cheer Limited, fully owned by Mr. Zheng, holds 287,549,682 shares, which is 23.61% of the issued share capital[44] - New Brilliant Investments Limited, fully owned by Mr. Xu, holds 149,472,498 shares, representing 12.27% of the issued share capital[44] Corporate Governance - The company has confirmed compliance with securities trading regulations with no violations reported for the period ending March 31, 2019[45] - The company has adopted the corporate governance code as specified in the GEM Listing Rules[52] - The roles of Chairman and CEO are not separated, as Mr. Tang is currently fulfilling both roles following the resignation of Mr. Xu on March 19, 2018[53] - The audit committee has been established with three independent non-executive directors, ensuring expertise in accounting, financial management, and legal experience[55] - The audit committee's main responsibilities include reviewing the group's financial controls, internal controls, and risk management systems[55] - The audit committee has reviewed the unaudited performance for the three months ending March 31, 2019[56] Future Outlook - The company is optimistic about the growth of the media and entertainment industry in mainland China, with box office revenue increasing by 9.06% to over RMB 60.9 billion (approximately USD 8.9 billion) in 2018[34] - The company plans to expand its concert entertainment business in the Greater Bay Area, anticipating increased disposable income and demand for experiences, travel, and entertainment due to enhanced connectivity from the Hong Kong-Zhuhai-Macao Bridge[34] Other Information - The company has not declared any dividends for the period, consistent with the previous year[6] - The company did not recommend any dividend for the three months ended March 31, 2019, consistent with the previous year[21] - The company had no mortgaged assets or significant contingent liabilities as of March 31, 2019[36] - The company did not purchase, sell, or redeem any of its listed securities during the three months ending March 31, 2019[51] - There are no known conflicts of interest among directors and management shareholders regarding competitive businesses[49] - The company has granted share options to various directors and employees, with a total of 6,500,000 and 3,500,000 shares available for purchase at HKD 0.576 and HKD 0.484 respectively[41] - No share options were cancelled, lapsed, or forfeited during the three months ended March 31, 2019[41] - The company is evaluating the impact of new and revised Hong Kong Financial Reporting Standards but has not yet determined if they will significantly affect operational performance and financial position[12] - The company hosted and invested in more concerts during the review period, contributing to revenue growth[26] - The company announced a mandatory unconditional cash offer to acquire all issued shares on April 9, 2019[25] - Adjusted loss before tax for the period was HKD 7,369,000, with a total loss attributable to owners of the company amounting to HKD 6,506,000[24] - As of March 31, 2019, the total employee cost was approximately HKD 2,665,000, a decrease from HKD 3,098,000 in the same period last year, with the company employing about 63 staff members[35]

Financial Performance - The company reported a revenue of approximately HKD 155.68 million for the fiscal year ending December 31, 2018, representing a 64.74% increase from approximately HKD 94.5 million in the previous year[10]. - The media and entertainment segment contributed approximately 93.12% of total revenue, with segment profit rising to approximately HKD 8.03 million from HKD 1.51 million year-on-year[10]. - The company organized and invested in a total of 12 concerts during the year, a significant increase from 3 concerts in 2017, which contributed substantially to revenue[10]. - The total revenue for the year ended December 31, 2018, was approximately HKD 155,678,000, an increase of 64.74% compared to HKD 94,497,000 in the previous year[14]. - Revenue from the media and entertainment business was approximately HKD 144,968,000, up 82.80% from HKD 79,306,000 in the prior year[14]. - The group recorded a loss of approximately HKD 10,714,000 for the year, compared to a loss of HKD 19,909,000 in 2017[14]. - The net loss for the year was approximately HKD 10.71 million, an improvement from a loss of approximately HKD 19.91 million in 2017[10]. - The loss attributable to owners of the company was approximately HKD 8.26 million, a significant reduction from approximately HKD 19.64 million in the previous year, mainly due to the successful performance of concert projects[10]. Cash and Assets - As of December 31, 2018, the group's cash and cash equivalents were approximately HKD 37,972,000, up from HKD 28,977,000 a year earlier[15]. - The group's total assets as of December 31, 2018, were approximately HKD 138,999,000, compared to HKD 115,159,000 in 2017[15]. - The net asset value of the group as of December 31, 2018, was approximately HKD 109,169,000, an increase from HKD 94,291,000 in the previous year[14]. - The group raised approximately HKD 19,200,000 from the placement of 60,000,000 new shares at HKD 0.330 per share, intended for expanding the media and entertainment segment[16]. Corporate Governance - The company has complied with all corporate governance codes as per the GEM Listing Rules, with no significant non-compliance incidents reported for the year ending December 31, 2018[24]. - Following the resignation of the previous chairman and CEO on March 19, 2018, the company has not appointed a new chairman or CEO until a suitable candidate is identified[25]. - The board of directors is responsible for overall management and oversight of the company's significant matters, including operational strategies and risk management systems[26]. - The board of directors has established four committees: Audit Committee, Remuneration Committee, Nomination Committee, and Risk Management Committee, each with clearly defined responsibilities[27]. - The Audit Committee reviewed and proposed the annual, interim, and quarterly financial statements, ensuring the integrity of financial reporting[29]. - The Remuneration Committee approved performance-linked compensation for all executive directors and senior management, ensuring fairness and market alignment[32]. Risk Management - The company emphasizes the importance of risk management as a collective responsibility, integrating it into the culture and internal control systems[52]. - The internal control system is designed to ensure operational effectiveness, reliability of financial reporting, and compliance with applicable laws and regulations[52]. - The company has established a three-line defense framework for risk management, with business units identifying and monitoring risks as the first line[53]. - The company seeks to control investment risk exposure by reducing the percentage and absolute value of individual project investments[56]. - The company regularly reviews and updates its business strategy to respond to industry competition[56]. Environmental, Social, and Governance (ESG) - The environmental, social, and governance (ESG) report for the fiscal year 2018 was prepared in accordance with the guidelines of the Hong Kong Stock Exchange[70]. - The board is responsible for ensuring the effectiveness of the group's ESG policies and has established a dedicated team to manage ESG issues across business units[72]. - The group plans to promote green funerals in response to land resource scarcity, aligning with government strategies[77]. - The group emphasizes stakeholder engagement and feedback to enhance understanding of ESG and sustainability issues[84]. - The company aims to minimize its environmental impact through strict control of emissions and resource consumption in its daily operations[91]. Employee and Community Engagement - The group employed 59 staff members, a decrease from 66 in the previous year, with total short-term employee benefits amounting to approximately HKD 8,634,000, down from HKD 10,110,000 in the prior year[20]. - The company provides competitive compensation and benefits to attract talent, emphasizing performance and experience in its recruitment process[115]. - The company actively provides training opportunities to employees to enhance their knowledge and performance, ensuring alignment with the company's vision[125]. - The company emphasizes community investment, supporting local schools and non-profit organizations through donations and volunteer activities[158]. Future Outlook - The company is optimistic about the growth of the media and entertainment industry in mainland China, with box office revenue increasing by 9.06% to over RMB 60.9 billion (approximately USD 8.9 billion) in 2018[8]. - The company plans to expand its concert entertainment business in the Greater Bay Area, leveraging increased connectivity and disposable income in the region[8]. - The company aims to explore strategic alliances and investment opportunities to diversify its business and enhance shareholder value[8]. Shareholder Information - The company did not recommend the payment of dividends for the year ended December 31, 2018, consistent with the previous year[167]. - The company has no retained earnings available for distribution to shareholders as of December 31, 2018[168]. - The company has established a remuneration committee responsible for reviewing the remuneration policy based on the group's operational performance, individual performance, and market practices[185].