晋景新能(01783) - 2024 - 中期业绩

Financial Summary The company reported a 10.7% revenue decrease to HKD 237.5 million and a 32.9% gross profit decline, resulting in a significant increase in loss attributable to owners of the company for the six months ended September 30, 2023 Key Financial Indicators for the Six Months Ended September 30, 2023 | Indicator | Six Months Ended September 30, 2023 (HKD thousands) | Six Months Ended September 30, 2022 (HKD thousands) | Change (HKD thousands) | Percentage Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | 237,500 | 265,900 | (28,400) | -10.7% | | Gross Profit | 10,500 | 15,600 | (5,100) | -32.9% | | Gross Margin | 4.4% | 5.9% | -1.5% | - | | Loss Attributable to Owners of the Company | (23,100) | (5,200) | (17,900) | +344.2% | | Basic and Diluted Loss Per Share | (2.04) HK cents | (0.55) HK cents | (1.49) HK cents | +270.9% | | Interim Dividend | Nil | Nil | - | - | Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended September 30, 2023, the company's revenue decreased by 10.7% year-on-year to HKD 237.5 million, gross profit decreased by 32.9% to HKD 10.5 million, leading to a gross margin of 4.4%, and loss attributable to owners of the company significantly expanded to HKD 23.1 million Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | Six Months Ended September 30, 2023 (HKD thousands) | Six Months Ended September 30, 2022 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 237,520 | 265,875 | | Cost of Services | (227,045) | (250,258) | | Gross Profit | 10,475 | 15,617 | | Other Income, Gains and Losses | 1,593 | 1,557 | | Net Impairment Loss on Trade Receivables and Contract Assets | (1,378) | (671) | | Fair Value Gain on Derivative Financial Liabilities | – | 4,050 | | Share of Profit/(Loss) of an Associate | 76 | (1,286) | | Administrative and Other Expenses | (33,603) | (23,886) | | Finance Costs | (426) | (576) | | Loss Before Income Tax | (23,263) | (5,195) | | Income Tax Credit | 139 | – | | Loss for the Period | (23,124) | (5,195) | | Loss for the Period Attributable to Owners of the Company | (23,123) | (5,165) | | Basic and Diluted Loss Per Share | (2.04) HK cents | (0.55) HK cents | Condensed Consolidated Statement of Financial Position As of September 30, 2023, total assets less current liabilities increased to HKD 267.5 million, and net assets increased to HKD 260.8 million, driven by growth in contract assets and other receivables, with equity increasing due to new share issuance Summary of Condensed Consolidated Statement of Financial Position | Indicator | September 30, 2023 (HKD thousands) | March 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Non-current Assets | | | | Property, Plant and Equipment | 21,938 | 19,316 | | Right-of-use Assets | 10,010 | 13,844 | | Goodwill | 74,691 | 74,691 | | Intangible Assets | 2,240 | 3,455 | | Interests in an Associate | 2,620 | 3,364 | | Equity Instruments at Fair Value Through Other Comprehensive Income | 26,205 | 27,719 | | Deposits and Other Receivables | 2,001 | 1,604 | | Deferred Tax Assets | 1,775 | 1,775 | | Total Non-current Assets | 141,480 | 145,768 | | Current Assets | | | | Inventories | 90 | 137 | | Trade Receivables | 27,468 | 37,813 | | Deposits, Prepayments and Other Receivables | 42,047 | 20,462 | | Contract Assets | 199,015 | 75,465 | | Pledged Bank Deposits | 17,180 | 17,180 | | Cash and Cash Equivalents | 55,055 | 70,745 | | Total Current Assets | 340,855 | 221,802 | | Current Liabilities | | | | Trade Payables and Accrued Retention Monies | 124,713 | 72,449 | | Accruals and Other Payables | 83,755 | 41,701 | | Bills Payable | – | 42,937 | | Lease Liabilities | 6,249 | 6,862 | | Amount Due to Ultimate Holding Company | – | 5,670 | | Amount Due to an Associate | 166 | 67 | | Total Current Liabilities | 214,883 | 169,686 | | Net Current Assets | 125,972 | 52,116 | | Total Assets Less Current Liabilities | 267,452 | 197,884 | | Non-current Liabilities | | | | Provision for Restoration Costs | 4,000 | 4,000 | | Lease Liabilities | 2,303 | 4,983 | | Deferred Tax Liabilities | 369 | 508 | | Total Non-current Liabilities | 6,672 | 9,491 | | Net Assets | 260,780 | 188,393 | | Total Equity | 260,780 | 188,393 | Notes to the Condensed Consolidated Financial Statements 1. General Information The company officially changed its name to "Envision Greenwise Holdings Limited" on October 9, 2023, with primary businesses in superstructure building, R&M, A&A works, and reverse supply chain management and environmental services, and Mr. Kwok Chun Sing as the ultimate controlling party - Company's English name changed from "Golden Ponder Holdings Limited" to "Envision Greenwise Holdings Limited", and Chinese name from "金侖控股有限公司" to "晉景新能控股有限公司", effective October 9, 2023[8] - Principal business activities include providing superstructure building and repair, maintenance, alteration and addition works services, and reverse supply chain management and environmental-related services[8] - Mr. Kwok Chun Sing became the ultimate controlling party of the Company since the acquisition of controlling shares on January 11, 2023[8] 2. Basis of Preparation The condensed consolidated financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" and the applicable disclosure requirements of Appendix 16 to the Listing Rules of The Stock Exchange of Hong Kong Limited - Financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" issued by the HKICPA and Appendix 16 of the HKEX Listing Rules[9] 3. Principal Accounting Policies The condensed consolidated financial statements are prepared on a historical cost basis, with initial application of new and revised HKFRSs, including HKFRS 17 "Insurance Contracts" and amendments to HKAS 8 "Definition of Accounting Estimates", and the company is assessing the impact of new HKICPA guidance on the abolition of the MPF offsetting mechanism - Condensed consolidated financial statements are prepared on a historical cost basis, with certain financial instruments measured at fair value[11] - HKFRS 17 and its amendments, along with amendments to HKAS 8 "Definition of Accounting Estimates", were first applied in this interim period, but had no significant impact on financial position and performance[12][13] - The company is assessing the impact of new HKICPA guidance on the abolition of the MPF offsetting mechanism, expected to be applied retrospectively in the annual financial statements for the year ending March 31, 2024[14] 3.3.1 Application of New and Revised HKFRSs This interim period saw the first application of HKFRS 17 "Insurance Contracts" (including amendments), which had no significant impact on the company's financial position or performance - HKFRS 17 "Insurance Contracts" (including amendments in October 2020 and February 2022) was first applied in this interim period, with no significant impact on financial position and performance[12] 3.3.2 Amendments to HKAS 8 "Definition of Accounting Estimates" The amendment clarifies the definition of accounting estimates as monetary amounts with measurement uncertainty and distinguishes them from changes in accounting policies or error corrections, with no significant impact on the condensed consolidated financial statements - The amendment defines accounting estimates as "monetary amounts in financial statements that are subject to measurement uncertainty" and clarifies the distinction between changes in accounting estimates, changes in accounting policies, and correction of errors, with no significant impact on the condensed consolidated financial statements[13] 3.3.3 New Guidance from HKICPA on Accounting Implications of Abolition of MPF Offsetting Mechanism The HKSAR Government will abolish the MPF offsetting mechanism on May 1, 2025, and the Group is currently assessing the accounting impact of new HKICPA guidance, which is expected to be applied retrospectively in the annual financial statements for the year ending March 31, 2024 - The HKSAR Government will abolish the MPF offsetting mechanism on May 1, 2025; the Group is assessing the impact of new HKICPA guidance on accounting policies, expected to be applied retrospectively in the annual financial statements for the year ending March 31, 2024[14] 3.3.4 Share-based Payment Arrangements Equity-settled share-based payments are measured at fair value on the grant date and expensed over the vesting period, with a corresponding increase in the share-based employee compensation reserve - Equity-settled share-based payments are measured at fair value at the grant date and expensed on a straight-line basis over the vesting period, with a corresponding increase in equity (share-based employee compensation reserve)[15] 4. Segment Information The Group operates in superstructure building, R&M, A&A works, and reverse supply chain management and environmental services; for the six months ended September 30, 2023, superstructure building services revenue decreased while reverse supply chain services revenue grew significantly, but both segments recorded losses - The Group's operating segments are (i) superstructure building and repair, maintenance, alteration and addition works services and (ii) reverse supply chain management and environmental-related services[16] Segment Revenue and Results (Six Months Ended September 30, 2023) | Segment | Revenue (HKD thousands) | Results (HKD thousands) | | :--- | :--- | :--- | | Superstructure building and repair, maintenance, alteration and addition works services | 171,430 | (1,568) | | Reverse supply chain management and environmental-related services | 66,090 | (3,184) | | Total | 237,520 | (4,752) | Segment Revenue and Results (Six Months Ended September 30, 2022) | Segment | Revenue (HKD thousands) | Results (HKD thousands) | | :--- | :--- | :--- | | Superstructure building and repair, maintenance, alteration and addition works services | 258,039 | 1,044 | | Reverse supply chain management and environmental-related services | 7,836 | (2,370) | | Total | 265,875 | (1,326) | 5. Revenue For the six months ended September 30, 2023, total revenue was HKD 237.5 million, a 10.7% year-on-year decrease, with superstructure building services revenue significantly reduced while reverse supply chain management and environmental-related services revenue grew substantially - The Group's principal business activities are providing superstructure building and repair, maintenance, alteration and addition works services, and reverse supply chain management and environmental-related services[20] Revenue by Business Segment | Business Segment | Six Months Ended September 30, 2023 (HKD thousands) | Six Months Ended September 30, 2022 (HKD thousands) | | :--- | :--- | :--- | | Superstructure building and repair, maintenance, alteration and addition works services | 171,430 | 258,039 | | Reverse supply chain management and environmental-related services | 66,090 | 7,836 | | Total Revenue | 237,520 | 265,875 | Revenue by Timing of Recognition | Timing of Recognition | Six Months Ended September 30, 2023 (HKD thousands) | Six Months Ended September 30, 2022 (HKD thousands) | | :--- | :--- | :--- | | Recognized at a point in time | 54,217 | 2,444 | | Recognized over time | 183,303 | 263,431 | | Total Revenue | 237,520 | 265,875 | 6. Other Income, Gains and Losses For the six months ended September 30, 2023, total other income, gains, and losses were approximately HKD 1.6 million, consistent with the prior year, primarily including increased bank interest income, a shift in government grants from "Employment Support Scheme" to R&D cash rebate, and miscellaneous income Analysis of Other Income, Gains and Losses | Item | Six Months Ended September 30, 2023 (HKD thousands) | Six Months Ended September 30, 2022 (HKD thousands) | | :--- | :--- | :--- | | Bank interest income | 628 | 151 | | Interest income from a loan to a third party | 33 | – | | Government grants | 381 | 1,424 | | Gain on disposal of property, plant and equipment | 50 | – | | Miscellaneous income | 614 | – | | Net foreign exchange loss | (113) | (18) | | Total | 1,593 | 1,557 | - 2023 government grants primarily derived from the R&D cash rebate scheme (HKD 381 thousand), while 2022 grants mainly came from the "Employment Support Scheme" (HKD 1,388 thousand)[22] 7. Finance Costs For the six months ended September 30, 2023, total finance costs were HKD 426 thousand, a decrease from HKD 576 thousand in the prior year, mainly due to reduced interest expense on bills payable Analysis of Finance Costs | Item | Six Months Ended September 30, 2023 (HKD thousands) | Six Months Ended September 30, 2022 (HKD thousands) | | :--- | :--- | :--- | | Interest expense on bills payable | 255 | 443 | | Interest expense on bank borrowings | – | 19 | | Interest expense on lease liabilities | 171 | 114 | | Total | 426 | 576 | 8. Loss Before Income Tax For the six months ended September 30, 2023, loss before income tax was HKD 23.26 million, primarily influenced by increased depreciation and amortization, decreased employee benefit expenses, and changes in inventory costs and impairment provisions Components of Loss Before Income Tax | Item | Six Months Ended September 30, 2023 (HKD thousands) | Six Months Ended September 30, 2022 (HKD thousands) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 2,641 | 1,624 | | Depreciation of right-of-use assets | 3,834 | 2,090 | | Amortisation of intangible assets | 1,215 | 655 | | Total depreciation and amortisation | 7,690 | 4,369 | | Employee benefit expenses (including directors' emoluments) | 14,142 | 25,306 | | Cost of inventories recognised as expense | 53,584 | 1,473 | | Short-term lease expenses | 35 | 105 | | Impairment loss recognised – trade receivables | 856 | 671 | | Impairment loss recognised – contract assets | 522 | – | | Total impairment loss recognised | 1,378 | 671 | 9. Income Tax Credit For the six months ended September 30, 2023, the Group recorded an income tax credit of HKD 139 thousand, primarily from deferred tax, with no income tax credit in the prior year due to the absence of taxable profits Analysis of Income Tax Credit | Item | Six Months Ended September 30, 2023 (HKD thousands) | Six Months Ended September 30, 2022 (HKD thousands) | | :--- | :--- | :--- | | Deferred tax credited to profit or loss | 139 | – | | Total income tax credit for the period | 139 | – | - No Hong Kong profits tax provision was made for the six months ended September 30, 2023, as Group entities had no assessable profits subject to Hong Kong profits tax[25] 10. Dividends The Board of Directors resolved not to declare any interim dividend for the six months ended September 30, 2023, consistent with the prior year - The Directors did not recommend the payment of an interim dividend for the six months ended September 30, 2023 (2022: nil)[26] 11. Loss Per Share For the six months ended September 30, 2023, basic and diluted loss per share was HK 2.04 cents, a significant increase from HK 0.55 cents in the prior year, primarily due to increased loss attributable to owners of the company and a higher weighted average number of ordinary shares Basis for Loss Per Share Calculation | Item | Six Months Ended September 30, 2023 | Six Months Ended September 30, 2022 | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company (HKD thousands) | (23,123) | (5,165) | | Weighted average number of ordinary shares | 1,132,557,722 | 937,487,500 | | Basic and diluted loss per share | (2.04) HK cents | (0.55) HK cents | - Diluted loss per share was the same as basic loss per share as there were no potential dilutive ordinary shares outstanding for the six months ended September 30, 2023 and 2022[28] 12. Equity Instruments at Fair Value Through Other Comprehensive Income As of September 30, 2023, total equity instruments at fair value through other comprehensive income amounted to HKD 26.2 million, slightly lower than HKD 27.7 million as of March 31, 2023, primarily comprising Hong Kong listed shares and unlisted investment funds Equity Instruments at Fair Value Through Other Comprehensive Income | Item | September 30, 2023 (HKD thousands) | March 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Hong Kong listed shares, at fair value | 13,510 | 14,722 | | Hong Kong unlisted investment funds, at fair value | 12,695 | 12,997 | | Total | 26,205 | 27,719 | - Fair value of listed equity investments is measured using market prices from the Stock Exchange (Level 1 input), while unlisted equity investments are measured using the adjusted net asset method (Level 3 input)[30] 13. Trade Receivables As of September 30, 2023, net trade receivables were HKD 27.47 million, a decrease from HKD 37.81 million as of March 31, 2023, with credit terms typically ranging from 30 to 60 days and receivables being non-interest bearing Trade Receivables and Impairment Loss | Item | September 30, 2023 (HKD thousands) | March 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Trade receivables | 30,716 | 40,205 | | Less: impairment loss | (3,248) | (2,392) | | Net | 27,468 | 37,813 | - The Group grants an average credit period of 30 days to contract works customers and 30 to 60 days to reverse supply chain management and environmental-related services customers[31] Ageing Analysis of Trade Receivables (Net of Impairment Loss) | Ageing | September 30, 2023 (HKD thousands) | March 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Within 30 days | 20,817 | 23,260 | | 31 to 90 days | 622 | 5,869 | | 91 to 120 days | 3,732 | 7,044 | | 121 to 365 days | 1,938 | 571 | | Over 1 year but less than 2 years | 359 | 1,069 | | Total | 27,468 | 37,813 | 14. Deposits, Prepayments and Other Receivables As of September 30, 2023, total deposits, prepayments, and other receivables amounted to HKD 44.05 million, a significant increase from HKD 22.07 million as of March 31, 2023, primarily due to a substantial increase in current other receivables, including advances to a share subscriber and an independent third party Analysis of Deposits, Prepayments and Other Receivables | Item | September 30, 2023 (HKD thousands) | March 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Non-current | | | | Deposits | 1,626 | 1,604 | | Other receivables | 375 | – | | Sub-total | 2,001 | 1,604 | | Current | | | | Deposits | 2,132 | 1,983 | | Prepayments | 15,403 | 15,323 | | Other receivables | 25,192 | 3,836 | | Less: impairment loss | (680) | (680) | | Sub-total | 42,047 | 20,462 | | Total | 44,048 | 22,066 | - Current other receivables include a balance of HKD 11,025 thousand due from a share subscriber (subsequently fully collected on October 4, 2023) and an advance of HKD 7,988 thousand to an independent third party (interest-bearing at 10% per annum)[33] 15. Trade Payables and Accrued Retention Monies As of September 30, 2023, total trade payables and accrued retention monies amounted to HKD 124.71 million, a significant increase from HKD 72.45 million as of March 31, 2023, primarily due to a substantial increase in trade payables Analysis of Trade Payables and Accrued Retention Monies | Item | September 30, 2023 (HKD thousands) | March 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Trade payables | 94,537 | 49,788 | | Accrued retention monies | 30,176 | 22,661 | | Total | 124,713 | 72,449 | Ageing Analysis of Trade Payables | Ageing | September 30, 2023 (HKD thousands) | March 31, 2023 (HKD thousands) | | :--- | :--- | :--- | | Within 30 days | 79,565 | 23,665 | | 31 to 90 days | 11,197 | 14,933 | | 91 to 120 days | – | 2,903 | | 121 to 365 days | 947 | 4,159 | | Over 1 year | 2,828 | 4,128 | | Total | 94,537 | 49,788 | 16. Derivative Financial Liabilities The company completed the acquisition of a 40% equity interest in Jin Yang on April 29, 2022, and recognized a derivative forward contract, with a gain of HKD 4.05 million arising from changes in the fair value of derivative financial liabilities for the period ended September 30, 2022 - The company completed the acquisition of a 40% equity interest in Jin Yang International (Hong Kong) Limited on April 29, 2022, and entered into a derivative forward contract[36] - For the period ended September 30, 2022, a gain of HKD 4,050 thousand arose from changes in the fair value of derivative financial liabilities, recognized in the condensed consolidated statement of profit or loss and other comprehensive income[36] 17. Share Capital As of September 30, 2023, the company's authorized share capital increased from HKD 15 million to HKD 30 million, and issued and fully paid share capital increased to HKD 12.55 million, primarily through new share placements and debt capitalization - On September 28, 2023, the company's authorized share capital increased from HKD 15,000 thousand (1,500,000,000 shares) to HKD 30,000 thousand (3,000,000,000 shares)[39] Changes in Issued and Fully Paid Share Capital | Changes | Number of Shares | Amount (HKD thousands) | | :--- | :--- | :--- | | As at April 1, 2023 | 959,487,500 | 9,595 | | Issue of shares (placement) | 191,890,000 | 1,919 | | Issue of shares pursuant to debt capitalization | 103,650,000 | 1,036 | | As at September 30, 2023 | 1,255,027,500 | 12,550 | - On April 11, 2023, the company placed 45,000,000 new shares to independent third parties, with net proceeds of approximately HKD 17,989 thousand[38] - On August 1, 2023, the company placed 146,890,000 new shares to independent third parties, with net proceeds of approximately HKD 35,908 thousand[40] - On May 15, 2023, the company completed debt capitalization, issuing 103,650,000 shares to the ultimate holding company to settle bills payable of HKD 41,460 thousand[40] 18. Litigation As of the reporting period end, the Group was involved in several employee compensation and personal injury claims, but directors deemed the outflow of resources highly improbable, thus no provision was made - The Group is a defendant in several employee compensation claims, lawsuits, potential claims, and personal injury claims[41] - The Directors believe that the outflow of resources to settle these claims is remote, and therefore no provision has been made for the liabilities arising from these litigations[41] 19. Acquisition of Subsidiaries The Group completed two subsidiary acquisitions in 2022: a 60% equity interest in Jin Yang (consideration of HKD 41.46 million, paid via bills payable) and a 95% equity interest in Cornerstone Energy (consideration of HKD 19.95 million, paid via new share issuance), both resulting in goodwill - The Group completed the acquisition of a 60% equity interest in Jin Yang on August 8, 2022, with a consideration of HKD 41,460 thousand paid by issuing bills payable[42] - The acquisition of Jin Yang resulted in goodwill of HKD 53,197 thousand[44] - The Group completed the acquisition of a 95% equity interest in Cornerstone Energy Limited on April 29, 2022, with a consideration of HKD 19,950 thousand paid by allotting and issuing 42,000,000 new shares to the vendor[45] - The acquisition of Cornerstone Energy resulted in goodwill of HKD 21,494 thousand[46] 3.19.1 Acquisition of Jin Yang The Group completed the acquisition of a 60% equity interest in Jin Yang on August 8, 2022, for a total consideration of HKD 68.079 million, comprising bills payable and fair value of existing equity, which resulted in goodwill of HKD 53.197 million - The Group completed the acquisition of a 60% equity interest in Jin Yang on August 8, 2022, with a total consideration of HKD 68,079 thousand, comprising HKD 41,460 thousand in bills payable and HKD 26,619 thousand in fair value of existing equity interest[42][43][44] - The acquisition of Jin Yang resulted in goodwill of HKD 53,197 thousand[44] 3.19.2 Acquisition of Cornerstone Energy Limited The Group completed the acquisition of a 95% equity interest in Cornerstone Energy Limited on April 29, 2022, for a total consideration of HKD 19.95 million, paid by issuing 42,000,000 new shares, which resulted in goodwill of HKD 21.494 million - The Group completed the acquisition of a 95% equity interest in Cornerstone Energy Limited on April 29, 2022, with a total consideration of HKD 19,950 thousand paid by issuing 42,000,000 new shares[45][46] - The acquisition of Cornerstone Energy resulted in goodwill of HKD 21,494 thousand[46] Management Discussion and Analysis Business Review The Group primarily provides superstructure building, R&M, A&A works, and reverse supply chain management and environmental services in Hong Kong; for the six months ended September 30, 2023, total revenue decreased by 10.7% year-on-year, mainly due to a decline in construction engineering revenue, partially offset by significant growth in reverse supply chain services - The Group's principal businesses are superstructure building and repair, maintenance, alteration and addition works services, and reverse supply chain management and environmental-related services[47] - For the six months ended September 30, 2023, total revenue was approximately HKD 237.5 million, a year-on-year decrease of 10.7% (2022: HKD 265.9 million)[47] - The decrease in revenue was primarily due to a reduction of approximately HKD 86.6 million in superstructure building and repair, maintenance, alteration and addition works revenue, offset by an increase of approximately HKD 58.2 million in reverse supply chain management and environmental-related services revenue[47] 4.1.1 Superstructure Building and Repair, Maintenance, Alteration and Addition Works Services For the six months ended September 30, 2023, this segment contributed approximately HKD 171.4 million in revenue from 5 superstructure building projects and 1 R&M, A&A project - For the six months ended September 30, 2023, this business segment contributed revenue of approximately HKD 171.4 million (2022: approximately HKD 258.0 million), with 5 superstructure building projects and 1 repair, maintenance, alteration and addition project[48] 4.1.2 Reverse Supply Chain Management and Environmental-related Services For the six months ended September 30, 2023, this business segment generated approximately HKD 66.0 million in revenue, representing significant growth compared to the prior year - For the six months ended September 30, 2023, this business segment generated revenue of approximately HKD 66.0 million (2022: approximately HKD 7.8 million), representing significant growth[49] Financial Review For the six months ended September 30, 2023, the company's revenue decreased by 10.7%, gross profit by 32.9%, and gross margin fell to 4.4%, while administrative and other expenses increased by 40.7%, leading to an expanded loss attributable to owners of the company of HKD 23.1 million - Revenue was approximately HKD 237.5 million, a year-on-year decrease of 10.7%, primarily due to superstructure building projects nearing completion and a reduction in R&M, A&A projects[50] - Gross profit was approximately HKD 10.5 million, a year-on-year decrease of 32.9%; gross margin decreased from 5.9% to 4.4%[51] - Administrative and other expenses were approximately HKD 33.6 million, a year-on-year increase of 40.7%, mainly due to increased legal and other professional fees, and depreciation and amortization[53] - Loss attributable to owners of the company was approximately HKD 23.1 million, an increase of approximately HKD 17.9 million from a loss of HKD 5.2 million in the prior year[54] 4.2.1 Revenue For the six months ended September 30, 2023, revenue decreased by 10.7% to approximately HKD 237.5 million, primarily due to a reduction in superstructure building services revenue, partially offset by an increase in reverse supply chain management and environmental-related services revenue - For the six months ended September 30, 2023, revenue was approximately HKD 237.5 million, a 10.7% decrease compared to the prior year[50] - The decrease in revenue was primarily due to a reduction of approximately HKD 86.6 million in superstructure building and repair, maintenance, alteration and addition works services revenue, partially offset by an increase of approximately HKD 58.2 million in reverse supply chain management and environmental-related services revenue[50] 4.2.2 Gross Profit and Gross Margin Gross profit decreased by 32.9% to approximately HKD 10.5 million, resulting in an overall gross margin reduction from 5.9% to 4.4% - Gross profit was approximately HKD 10.5 million, a year-on-year decrease of 32.9%[51] - Overall gross margin decreased from 5.9% in the prior year to 4.4%[51] 4.2.3 Other Income, Gains and Losses Other income, gains, and losses remained consistent at approximately HKD 1.6 million, primarily comprising bank interest income, outsourced services income, and government grants from the R&D cash rebate scheme - Other income, gains and losses were approximately HKD 1.6 million, consistent with the prior year, mainly comprising bank interest income, outsourced services income, and government grants from the R&D cash rebate scheme[52] 4.2.4 Administrative and Other Expenses Administrative and other expenses increased by 40.7% to approximately HKD 33.6 million, primarily due to higher legal and other professional fees, and increased depreciation and amortization - Administrative and other expenses were approximately HKD 33.6 million, a year-on-year increase of 40.7%, primarily due to increased legal and other professional fees, and depreciation and amortization[53] 4.2.5 Loss Attributable to Owners of the Company Loss attributable to owners of the company increased by approximately HKD 17.9 million to HKD 23.1 million compared to the prior year - Loss attributable to owners of the company was approximately HKD 23.1 million, an increase of approximately HKD 17.9 million from a loss of HKD 5.2 million in the prior year[54] Liquidity, Financial Resources and Capital Structure As of September 30, 2023, the Group's cash and cash equivalents were approximately HKD 72.2 million, with the current ratio increasing to approximately 1.6 and the gearing ratio significantly decreasing to 0.1%, indicating improved liquidity and substantially reduced debt levels - As of September 30, 2023, cash and cash equivalents and pledged bank deposits were approximately HKD 72.2 million (March 31, 2023: approximately HKD 87.9 million)[55] - The current ratio increased from approximately 1.3 as of March 31, 2023, to approximately 1.6 as of September 30, 2023, mainly due to increases in deposits, prepayments and other receivables, and contract assets[55] - The gearing ratio significantly decreased from 25.8% as of March 31, 2023, to 0.1% as of September 30, 2023[55] - The Group's capital structure comprised equity of approximately HKD 260.8 million (March 31, 2023: approximately HKD 188.4 million) and debt of approximately HKD 0.2 million (March 31, 2023: approximately HKD 48.7 million)[55] Treasury Policy The Group adopts a prudent cash management approach, with no significant outstanding debt other than lease liabilities, and remaining cash primarily held as short-term deposits with licensed banks in Hong Kong - The Group adopts a prudent cash management approach, with no significant outstanding debt other than certain debts (including lease liabilities) as of September 30, 2023[56] - Remaining cash is generally placed as short-term deposits with licensed banks in Hong Kong[56] Foreign Exchange Risk The Group primarily operates in Hong Kong, earning revenue and incurring costs in HKD and USD, resulting in minimal foreign exchange risk due to the HKD-USD peg - The Group operates solely in Hong Kong, primarily earning revenue and incurring costs in HKD and USD[57] - Due to the HKSAR Government's linked exchange rate policy for HKD against USD remaining in effect, the Group's foreign exchange risk is minimal[57] Capital Expenditure For the six months ended September 30, 2023, total capital expenditure for the acquisition of property, plant and equipment was approximately HKD 5.3 million, a decrease from the prior year - For the six months ended September 30, 2023, total capital expenditure for the acquisition of property, plant and equipment was approximately HKD 5.3 million (six months ended September 30, 2022: approximately HKD 8.6 million)[58] Capital Commitments and Contingent Liabilities As of September 30, 2023, the Group had no significant capital commitments and no other contingent liabilities apart from the disclosed litigations - As of September 30, 2023, the Group had no significant capital commitments[59] - Other than those disclosed in Note 18 to the condensed consolidated financial statements, the Group had no other contingent liabilities as of September 30, 2023[59] Material Investments Held, Acquisitions and Disposals Apart from investments in its subsidiaries, the Group held no material investments and made no material acquisitions or disposals of subsidiaries, associates, and joint ventures for the six months ended September 30, 2023 - Other than investments in its subsidiaries, the Group held no material investments for the six months ended September 30, 2023[60] - Other than those disclosed in Note 19 to the condensed consolidated financial statements, the Group made no material acquisitions or disposals of subsidiaries, associates, and joint ventures for the six months ended September 30, 2023[60] Pledge of Assets As of September 30, 2023, the Group's bank facilities were secured by pledged bank deposits as guarantees for performance bonds issued for the Group's construction contracts - As of September 30, 2023, the Group's bank facilities were secured by pledged bank deposits as guarantees for non-interest bearing performance bonds issued for the Group's construction contracts[61] Employees and Remuneration Policy As of September 30, 2023, the Group employed 49 employees, with total salaries and related costs of approximately HKD 14.1 million; the company determines remuneration based on qualifications, position, and seniority, with annual reviews and a share award scheme to incentivize staff - As of September 30, 2023, the Group employed a total of 49 employees (including executive directors), a decrease from 51 as of March 31, 2023[61] - For the six months ended September 30, 2023, total salaries and related costs (including directors' emoluments) were approximately HKD 14.1 million (six months ended September 30, 2022: approximately HKD 25.3 million)[61] - The Company adopted a share award scheme (adopted on September 28, 2023) as an incentive and reward for directors and eligible employees who contribute to the Group[61] Interim Dividend The Board of Directors resolved not to declare any interim dividend for the six months ended September 30, 2023 - The Board of Directors resolved not to declare any interim dividend for the six months ended September 30, 2023 (six months ended September 30, 2022: nil)[62] Debt Capitalization The company completed debt capitalization with its ultimate holding company, Jin Ye, on May 15, 2023, issuing 103,650,000 new shares to settle bills payable totaling HKD 41.46 million, a connected transaction approved by shareholders - On March 21, 2023, the company entered into a subscription and debt capitalization agreement with its ultimate holding company, Jin Ye[62] - Jin Ye agreed to subscribe for 103,650,000 capitalization shares at a capitalization price of HKD 0.4 per share to settle bills payable totaling HKD 41,460 thousand[62] - The debt capitalization was completed on May 15, 2023, and approved by shareholders at an EGM held on May 9, 2023[62] Subscription of New Shares under General Mandate The company conducted two new share placements under general mandate during the reporting period: a March placement of 45,000,000 shares with net proceeds of approximately HKD 18.0 million, and a July placement of 146,890,000 shares with net proceeds of approximately HKD 35.91 million, with proceeds from both intended for EV charging station infrastructure projects and energy storage system businesses - On April 11, 2023, the company placed 45,000,000 new shares to independent third parties at HKD 0.4 per share, with net proceeds of approximately HKD 18.0 million[63] - On August 1, 2023, the company placed 146,890,000 new shares to independent third parties at HKD 0.245 per share, with net proceeds of approximately HKD 35.91 million[64] - Net proceeds from both subscriptions are intended for electric vehicle charging station infrastructure projects and energy storage system businesses[63][64] 4.13.1 March Subscription The March subscription, completed on April 11, 2023, involved the placement of 45,000,000 new shares at HKD 0.4 per share, yielding net proceeds of approximately HKD 18.0 million intended for electric vehicle charging station infrastructure projects - Completed on April 11, 2023, placing 45,000,000 new shares at HKD 0.4 per share, with net proceeds of approximately HKD 18.0 million[63] - Net proceeds are intended for electric vehicle charging station infrastructure projects[63] 4.13.2 July Subscription The July subscription, completed on August 1, 2023, involved the placement of 146,890,000 new shares at HKD 0.245 per share, yielding net proceeds of approximately HKD 35.91 million intended for electric vehicle charging station infrastructure projects and energy storage system businesses - Completed on August 1, 2023, placing 146,890,000 new shares at HKD 0.245 per share, with net proceeds of approximately HKD 35.91 million[64] - Net proceeds are intended for electric vehicle charging station infrastructure projects and energy storage system businesses[64] Use of Proceeds For the six months ended September 30, 2023, net proceeds from the March subscription were fully utilized, while HKD 5.348 million from the July subscription was utilized, with the remaining HKD 30.56 million expected to be fully utilized by March 2024 for EV charging station infrastructure projects and energy storage system businesses - For the six months ended September 30, 2023, net proceeds from the March subscription were fully utilized[65] Utilization of Net Proceeds from July Subscription | Intended Use | Planned Net Proceeds (HKD thousands) | Actual Use (Six Months Ended September 30, 2023) (HKD thousands) | Unutilized Net Proceeds (As at September 30, 2023) (HKD thousands) | Expected Date of Full Utilization | | :--- | :--- | :--- | :--- | :--- | | EV charging station infrastructure projects and energy storage system businesses | 35,908 | 5,348 | 30,560 | March 2024 | Increase in Authorized Share Capital The company's authorized share capital increased from HKD 15 million to HKD 30 million, effective September 28, 2023 - The company's authorized share capital increased from HKD 15,000,000 (divided into 1,500,000,000 shares of HKD 0.01 each) to HKD 30,000,000 (divided into 3,000,000,000 shares of HKD 0.01 each), effective September 28, 2023[67] Constitutional Documents The company's amended and restated memorandum and articles of association were approved by shareholders on September 28, 2023, and became effective on October 9, 2023 - The company's amended and restated memorandum and articles of association became effective on October 9, 2023, having been approved by shareholders on September 28, 2023[68] Change of Company Name, Logo, Website and Stock Short Name The company officially changed its name to "Envision Greenwise Holdings Limited" on October 9, 2023, with new stock short names "EVS Greenwise 晉景新能" and a new website address effective November 16, 2023 - Company's English name changed from "Golden Ponder Holdings Limited" to "Envision Greenwise Holdings Limited", and Chinese name from "金侖控股有限公司" to "晉景新能控股有限公司", effective October 9, 2023[69] - New English stock short name changed from "Golden Ponder" to "EVS Greenwise", and Chinese stock short name from "金侖控股有限公司" to "晉景新能", effective 9:00 a.m. on November 16, 2023[69] - New website address changed from www.goldenponder.com.hk to www.evsgreenwise.com[69](index=69&type=chunk) Events After Reporting Period On October 12, 2023, the company granted 86,940,000 award shares to 5 senior management personnel and 2 service providers under the share award scheme, which was adopted on September 28, 2023, and will expire on September 27, 2033 - On October 12, 2023, the company granted 86,940,000 award shares to 5 senior management personnel and 2 service providers under the share award scheme[70] - The share award scheme was adopted on September 28, 2023, and will expire on September 27, 2033[70] Other Corporate Governance and Compliance Information Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended September 30, 2023, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the six months ended September 30, 2023, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities[71] Sufficiency of Public Float The company maintained a sufficient public float as required by the Listing Rules for the six months ended September 30, 2023, and up to the date of this announcement - The company maintained a sufficient public float as required by the Listing Rules[71] Competing Interests The Directors confirmed that for the six months ended September 30, 2023, and up to the date of this announcement, the company's controlling shareholders and their respective close associates had no interests in any business competing with the Group's business - The Directors confirmed that the controlling shareholders and their respective close associates had no interests in any business, other than the Group's business, that directly or indirectly competes or may compete with the Group's business[72] Compliance with Corporate Governance Code The company adopted and complied with the applicable code provisions of the Corporate Governance Code set out in Appendix 14 to the Listing Rules for the six months ended September 30, 2023, and up to the date of this announcement - The company adopted and complied with the applicable code provisions of the Corporate Governance Code set out in Appendix 14 to the Listing Rules[73] Compliance with the Model Code for Securities Transactions All Directors complied with the Model Code set out in Appendix 10 to the Listing Rules for the six months ended September 30, 2023, as a code of conduct for Directors' dealings in the company's securities - All Directors complied with the Model Code set out in Appendix 10 to the Listing Rules for the six months ended September 30, 2023[74] Audit Committee The Audit Committee comprises four independent non-executive directors, with Mr. Cheung Kwok as Chairman, and its primary responsibilities include recommending external auditors, reviewing financial statements, internal controls, and risk management systems - The Audit Committee comprises four independent non-executive directors, including Mr. Cheung Kwok (Chairman), Mr. Hou Wing Shing, Mr. Lam Cheung Wah, and Professor Sit Wing Hung[75] - The Audit Committee's primary responsibilities include making recommendations to the Board on the appointment, re-appointment, and removal of external auditors, and reviewing financial statements, internal controls, and risk management systems[75] Review of Financial Statements The Group's condensed consolidated interim financial statements for the six months ended September 30, 2023, were reviewed and approved by the Audit Committee and reviewed by the independent auditor, BDO Limited - The Group's condensed consolidated interim financial statements for the six months ended September 30, 2023, are unaudited but have been reviewed and approved by the Audit Committee[76] - The financial statements have been reviewed by the company's independent auditor, BDO Limited, in accordance with Hong Kong Standard on Review Engagements 2410[76] Publication of Interim Results Announcement and Interim Report This interim results announcement is published on the company's and HKEX websites, and the interim report will be dispatched to shareholders and published on relevant websites in due course - This interim results announcement is published on the company's website (www.evsgreenwise.com) and the HKEX website (www.hkexnews.hk)[77](index=77&type=chunk) - The company's interim report for the six months ended September 30, 2023, will be dispatched to shareholders and also published on the HKEX and company websites in due course[77] Acknowledgement The Board expresses its sincere gratitude to all stakeholders, including shareholders, customers, suppliers, banks, and business partners, for their continued support, and to the staff for their valuable services and contributions - The Board expresses its sincere gratitude to all stakeholders (including shareholders, customers, suppliers, banks and business partners) for their continued support, and to the staff for their valuable services and contributions[78]