彭顺国际(06163) - 2024 - 中期财报

Corporate Information Board and Committee Composition The Board comprises executive and independent non-executive directors with audit, nomination, and remuneration committees, and recent appointments have restored regulatory compliance - Ms Lee Kit Ying resigned as an independent non-executive director on March 22, 2024, and Ms Kok Wan Lin was appointed on June 21, 2024, bringing the company back into compliance with listing rules[18][300][330] - Board members include executive directors Mr Pang Chong Yong (Chairman and CEO), Mr Yee Voon Ping (CFO), and Mr Pang Chun Kiat, alongside independent non-executive directors Mr Huan Yean San, Mr Lim You Zhong, and Ms Kok Wan Lin[186] Registration and Listing Information The company is incorporated in the Cayman Islands and its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited under the stock code 6163 HK - The company was incorporated in the Cayman Islands and its shares have been listed on the Main Board of the Stock Exchange since November 11, 2016[30][149] - The company's stock code is 6163 HK, with a board lot size of 2,000 shares[188] Management Discussion and Analysis Business Overview The Group designs, assembles, and manufactures bus bodies, with core markets in Singapore and Malaysia and a growing focus on aluminum and electric buses - The Group's principal business involves designing, assembling, and manufacturing bus bodies, as well as providing after-sales services and selling related parts[189][190] - Core markets include Singapore and Malaysia, with expansion efforts in Australia, New Zealand, Hong Kong, and the United States[189] - Aluminum buses and bodies are a key growth driver, particularly in the electric bus sector, due to environmental and efficiency advantages[90] - During the reporting period, the Group delivered 58 completely-built-up units and 4 completely-knocked-down kits[170][193] Operating Performance Revenue grew significantly by 117 0% to $8 81 million, driven by increased sales of bus bodies and kits, particularly in Australia, Singapore, and the US markets Revenue Overview | Indicator | 2024 (thousand USD) | 2023 (thousand USD) | Y-o-Y Growth (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 8,813 | 4,062 | 117.0% | Revenue by Product Category | Product Category | 2024 (thousand USD) | 2024 (%) | 2023 (thousand USD) | 2023 (%) | | :--- | :--- | :--- | :--- | :--- | | Completely-built-up - City Bus | 6,526 | 74.0 | 2,359 | 58.0 | | Completely-built-up - Coach | 251 | 2.8 | 323 | 8.0 | | Completely-knocked-down - City Bus | 81 | 1.0 | – | – | | Maintenance and After-sales Services | 1,955 | 22.2 | 1,380 | 34.0 | | Total | 8,813 | 100.0 | 4,062 | 100.0 | Revenue by Geographical Location | Region | 2024 (thousand USD) | 2023 (thousand USD) | | :--- | :--- | :--- | | Singapore | 2,788 | 1,035 | | Australia | 2,271 | 21 | | United States | 1,486 | 677 | | Malaysia | 958 | 371 | | Hong Kong | 953 | 1,805 | | Others | 357 | 153 | | Total | 8,813 | 4,062 | - The electric vehicle market is a key focus for exploring new business opportunities and maintaining a competitive edge, with significant growth in EV deliveries and revenue during the period[175] Gross Profit and Gross Profit Margin | Indicator | 2024 (thousand USD) | 2024 (%) | 2023 (thousand USD) | 2023 (%) | | :--- | :--- | :--- | :--- | :--- | | Gross Profit | 2,320 | 26.3% | 1,020 | 25.1% | - The increase in gross profit margin was mainly attributable to the relatively higher gross profit margin from the sales of electric vehicle bus bodies to Australia[221] - Selling and distribution expenses increased by approximately $0 19 million (124 2%) year-on-year, primarily due to higher marketing expenses for new EV orders and increased freight charges for bus deliveries[179] - General and administrative expenses decreased by approximately $0 25 million (14 0%) year-on-year, mainly due to a reduction in management staff costs[180] - Income tax expense was approximately $0 23 million (2023: $0 30 million), mainly from provisions in Singapore and Malaysia and temporary tax differences arising from impairment loss reversals[426] Liquidity and Financial Resources The Group's liquidity improved with higher net current assets and current ratio, a significant increase in cash, and a substantial reduction in bank borrowings and gearing ratio Cash and Cash Equivalents | Currency | As at April 30, 2024 (thousand USD) | | :--- | :--- | | USD | 995 | | MYR | (2,089) | | SGD | 148 | | AUD | 9 | | HKD | 4 | | Total | (933) | - Net current assets increased from approximately $7 02 million as at October 31, 2023 to approximately $7 89 million as at April 30, 2024[204] - The current ratio increased from approximately 1 35 as at October 31, 2023 to approximately 1 44 as at April 30, 2024[204] - Cash and cash equivalents increased from approximately $0 26 million as at October 31, 2023 to approximately $1 16 million as at April 30, 2024[223] - Bank loans and overdrafts decreased by 41 4% from approximately $8 03 million as at October 31, 2023 to approximately $4 70 million as at April 30, 2024[223] - The gearing ratio decreased from approximately 81% as at October 31, 2023 to approximately 49% as at April 30, 2024, mainly due to the repayment of bank borrowings[399] Capital Expenditure and Investment Capital expenditure was primarily for property, plant, and equipment, with no major investments or acquisitions, but capital commitments for a joint venture and subsidiary were disclosed - Capital expenditure during the period was approximately $35,000 (2023: $7,000), mainly for the acquisition of property, plant, and equipment[205] - As at the end of the reporting period, the Group did not hold any significant investments and had no specific plans for major investments or capital assets[209][228] Significant Capital Expenditure Contracted but Not Provided For | Item | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Investment in a joint venture | 207 | 206 | | Acquisition of a subsidiary | 217 | 218 | | Total | 424 | 424 | Risk Management The Group faces foreign exchange risk but has no hedging policy, with management closely monitoring exposure, while certain assets are pledged as security for bank facilities - The Group is exposed to foreign exchange rate fluctuation risks from transactions denominated in foreign currencies (mainly USD, AUD, and SGD) and currently has no hedging policy, but management monitors it closely[212] Net Book Value of Pledged Assets | Asset Class | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Freehold land | 1,613 | 1,618 | | Buildings | 3,491 | 3,548 | | Assets held for sale | – | 3,773 | | Total | 5,104 | 8,939 | Contingent Liabilities | Item | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Contract performance guarantees for the benefit of customers | – | 603 | Interim Dividend The Board of Directors does not recommend the payment of an interim dividend for the reporting period - The Board does not recommend the payment of an interim dividend for the period (six months ended April 30, 2023: Nil)[214][430] Employees and Remuneration Policy The Group employed 268 full-time staff as of April 30, 2024, with remuneration policies based on merit, experience, and performance - As at April 30, 2024, the Group had a total of 268 full-time employees (October 31, 2023: 270)[214] - The company's criteria for recruitment, employment, remuneration, and promotion are based on qualifications, experience, expertise, performance, and contributions, offering training, discretionary bonuses, and share options[214][236] Use of Proceeds Proceeds from the global offering, convertible bonds, and land disposal were mostly utilized as planned for new facilities, debt repayment, and working capital Use of Net Proceeds from the Global Offering | Use | Planned Amount in Prospectus (million USD) | Actual Amount Utilised as at April 30, 2024 (million USD) | Balance as at April 30, 2024 (million USD) | | :--- | :--- | :--- | :--- | | Construction of new facilities | 4.70 | 4.70 | – | | Upgrading and purchasing machinery | 0.89 | 0.72 | 0.17 | | Repayment of bank loans | 2.39 | 2.39 | – | | Working capital | 0.79 | 0.79 | – | | Total | 8.77 | 8.60 | 0.17 | - The net proceeds of approximately $3 201 million from the convertible bond issuance have been fully utilized for developing existing business and for working capital[217][431] - Of the $4 252 million net proceeds from the disposal of industrial land, approximately $2 791 million was used to settle bank borrowings and $0 860 million for general working capital, with the remaining $0 601 million to be used for the same purpose[219][242][268][269] Events After the Reporting Period There were no significant events for the Company or the Group after April 30, 2024, up to the date of this report - The Company or the Group had no significant subsequent events after April 30, 2024 and up to the date of this report[270] Corporate Governance and Other Information Dealings in Listed Securities Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the reporting period - During the reporting period, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company’s listed securities[271] Model Code for Securities Transactions by Directors The Company has adopted the Model Code for securities transactions by directors and established similar guidelines for employees, with full compliance observed during the period - The Company has adopted the Model Code for Securities Transactions by Directors as set out in Appendix C3 to the Listing Rules and has formulated written guidelines for employee securities transactions on terms no less exacting than the Model Code[245][271] - During the reporting period, the directors confirmed compliance with the Model Code, and the Company is not aware of any non-compliance by employees with the written guidelines[245][271] Compliance with the Corporate Governance Code The Company complied with the Corporate Governance Code, except for the combined role of Chairman and CEO, and temporarily fell short of board composition rules before restoring compliance - The Company has complied with the applicable code provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules, except for the deviation from code provision C 2 1 where the roles of Chairman and CEO are held by Mr Pang Chong Yong[246][272] - The Board believes that the combined role of Chairman and CEO enhances leadership consistency and strategic planning efficiency, with sufficient checks and balances provided by the independent non-executive directors[248] - Between March 22, 2024 and June 21, 2024, the Company temporarily did not meet the minimum number of independent non-executive directors, audit committee members, and board diversity requirements following Ms Lee Kit Ying's resignation, but compliance was restored upon Ms Kok Wan Lin's appointment[248][330] Directors' and Chief Executive's Interests As of April 30, 2024, directors and the chief executive held long positions in the Company's shares, with Mr Pang Chong Yong holding approximately 35 62% through controlled corporations and beneficial interests Directors' and Chief Executive's Long Positions in Ordinary Shares | Director's Name | Capacity/Nature of Interest | Total Number of Shares and Underlying Shares Held (L) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr Pang Chong Yong | Interest in a controlled corporation | 82,078,125 | 32.65% | | | Beneficial interest | 7,460,000 | 2.97% | | Mr Pang Chun Kiat | Beneficial interest | 1,500,000 | 0.60% | | Mr Yee Voon Ping | Beneficial interest | 1,758,000 | 0.70% | | | Interest of spouse | 140,000 | 0.06% | | Mr Huan Yean San | Beneficial interest | 250,000 | 0.10% | | Mr Lim You Zhong | Beneficial interest | 310,000 | 0.12% | - Mr Pang Chong Yong is deemed to be interested in the 82,078,125 shares held by Golden Castle Investments Limited, which he wholly owns[276] Substantial Shareholders' Interests As of April 30, 2024, substantial shareholders including Golden Castle, Well Synchronize Finance Limited, and Ms Kan Shuk Ping held long positions in the Company's shares Substantial Shareholders' Long Positions in Shares and Underlying Shares | Shareholder Name | Capacity/Nature of Interest | Total Number of Shares and Underlying Shares Held (L) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Golden Castle | Beneficial owner | 82,078,125 | 32.65% | | Well Synchronize Finance Limited | Person having a security interest in shares | 82,078,125 | 32.65% | | M-Builders Group Limited | Interest in a controlled corporation | 82,078,125 | 32.65% | | Ms Low Poh Teng | Interest of spouse | 89,538,125 | 35.62% | | Ms Kan Shuk Ping | Beneficial owner | 25,000,000 | 9.95% | - The 82,078,125 shares held by Golden Castle are pledged to Well Synchronize Finance Limited as loan collateral, giving it and its affiliates a security interest[254][313] - Ms Kan Shuk Ping holds convertible bonds that, upon full conversion, can be converted into a maximum of 25,000,000 shares[2] Directors' Interests in Competing Business During the reporting period and up to the date of this report, no director or their associates held any interest that competes or may compete with the Group's business - During the reporting period and up to the date of this report, none of the Directors or their respective associates had any interest that constitutes or may constitute a competition with the business of the Group, either directly or indirectly[315] Share Option Scheme The Company's 2016 share option scheme granted 19,700,000 options on August 18, 2023, with 19,030,000 outstanding as of April 30, 2024 - The share option scheme aims to provide incentives or rewards to eligible participants, including employees and directors, for their contributions to the Group[4][316] - The scheme limit is 10% of the issued share capital on the listing date (25,000,000 shares), and the total number of shares issued upon exercise of all outstanding options must not exceed 30% of the total issued shares[260][289] - The subscription price for share options shall not be less than the highest of the closing price on the grant date, the average closing price for the five business days preceding the grant date, and the nominal value on the grant date[287][293] - Options are exercisable in whole or in part within three years from the grant date and expire no later than 10 years from the grant date[12][291] - On August 18, 2023, a total of 19,700,000 share options were granted at an exercise price of HK$0 440 per share, with a fair value of approximately $367,000[152][324] Details of Options Granted to Directors, Chief Executive, and Substantial Shareholders | Grantee Name | Capacity | Number of Options Granted | | :--- | :--- | :--- | | Mr Pang Chong Yong | Chairman, Executive Director, CEO & Substantial Shareholder | 2,500,000 | | Mr Pang Chun Kiat | Executive Director, son of Mr Pang Chong Yong | 1,500,000 | | Mr Yee Voon Ping | Executive Director, CFO | 1,500,000 | | Ms Lee Kit Ying | Independent Non-executive Director | 250,000 | | Mr Huan Yean San | Independent Non-executive Director | 250,000 | | Mr Lim You Zhong | Independent Non-executive Director | 250,000 | | Mr Pang Chun Kang | Employee of the Group, son of Mr Pang Chong Yong | 150,000 | | Ms Pang Yoke Mui | Employee of the Group, sister of Mr Pang Chong Yong | 100,000 | | Mr Pang Siew Sam | Service Provider, brother of Mr Pang Chong Yong | 800,000 | | Mr Pang Siew Way | Service Provider, brother of Mr Pang Chong Yong | 800,000 | | Total | | 8,100,000 | - During the reporting period, 290,000 share options lapsed (including 250,000 from Ms Lee Kit Ying), leaving 19,030,000 options outstanding and exercisable as of April 30, 2024[13][16] Changes in Senior Management and Board Composition The resignation of Ms Lee Kit Ying on March 22, 2024, led to a temporary non-compliance with listing rules, which was rectified by the appointment of Ms Kok Wan Lin on June 21, 2024 - Ms Lee Kit Ying resigned as an independent non-executive director and a member of the Audit Committee on March 22, 2024[18][86][300] - From Ms Lee's resignation until June 21, 2024, the Company was non-compliant with Listing Rules 3 10(1) (number of INEDs), 3 21 (Audit Committee composition), and 13 92 (board diversity)[330] - Following the appointment of Ms Kok Wan Lin as an independent non-executive director and a member of the Audit Committee on June 21, 2024, the Company has complied with the relevant Listing Rules[19][300] Audit Committee The Audit Committee has reviewed the unaudited condensed consolidated interim results and report for the period and concurs with the accounting principles adopted - The Audit Committee has reviewed the unaudited condensed consolidated interim results and the interim report of the Company for the period and concurs with the accounting principles and practices adopted[21][302] - The primary duties of the Audit Committee include reviewing and supervising the financial reporting process, risk management, internal control systems, and overseeing the audit process[302] Publication of Interim Report This report is published on the websites of the Company and the Stock Exchange - This report is published on the Company's website (http://www gml com my) and the Stock Exchange's website (http://www hkexnews hk)[303] Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income The company's profit for the period increased to $735 thousand from $260 thousand in 2023, driven by significant growth in revenue and gross profit Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary | Indicator | 2024 (thousand USD) | 2023 (thousand USD) | | :--- | :--- | :--- | | Revenue | 8,813 | 4,062 | | Gross profit | 2,316 | 1,018 | | Operating profit | 1,412 | 1,062 | | Profit before income tax | 962 | 559 | | Profit for the period | 735 | 260 | | Total comprehensive income for the period | 722 | 1,212 | | Basic earnings per share (US cents per share) | 0.29 | 0.10 | | Diluted earnings per share (US cents per share) | 0.20 | (0.31) | Condensed Consolidated Statement of Financial Position As of April 30, 2024, the company's net assets and total equity increased, supported by higher current assets and lower current liabilities Condensed Consolidated Statement of Financial Position Summary | Indicator | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Non-current assets | 6,652 | 6,812 | | Current assets | 25,842 | 23,567 | | Assets held for sale | – | 3,773 | | Current liabilities | 17,957 | 20,323 | | Net current assets | 7,885 | 7,017 | | Total assets less current liabilities | 14,537 | 13,829 | | Non-current liabilities | 66 | 80 | | Net assets | 14,471 | 13,749 | | Total equity | 14,471 | 13,749 | Condensed Consolidated Statement of Changes in Equity Total equity attributable to owners of the Company increased from $13,749 thousand to $14,497 thousand during the six months ended April 30, 2024 Condensed Consolidated Statement of Changes in Equity Summary | Indicator | As at April 30, 2024 (thousand USD) | As at November 1, 2023 (thousand USD) | | :--- | :--- | :--- | | Total equity attributable to owners of the Company | 14,497 | 13,749 | | Non-controlling interests | (25) | – | | Total equity | 14,471 | 13,749 | - Total comprehensive income for the period was $723 thousand, with $723 thousand attributable to owners of the Company and ($1) thousand to non-controlling interests[55] Condensed Consolidated Statement of Cash Flows The period saw a net increase in cash and cash equivalents of $1,756 thousand, driven by net cash inflows from investing activities Condensed Consolidated Statement of Cash Flows Summary | Activity | 2024 (thousand USD) | 2023 (thousand USD) | | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | (376) | 1,548 | | Net cash generated from investing activities | 4,469 | 193 | | Net cash (used in) financing activities | (2,337) | (2,367) | | Net increase/(decrease) in cash and cash equivalents | 1,756 | (626) | | Cash and cash equivalents at end of period | (933) | (2,304) | - Net cash inflow from investing activities was primarily from proceeds of $4,390 thousand from the disposal of property, plant and equipment[341] - Net cash outflow from financing activities was mainly affected by the repayment of bank borrowings of $4,821 thousand, despite new bank borrowings of $2,311 thousand[341] Notes to the Condensed Consolidated Financial Statements General Information The Company is an investment holding company, and the Group's principal activities include the sale of bus bodies, kits, parts, and related services - The Company's principal activity is investment holding, while the Group is principally engaged in the sale of bus bodies and kits, parts, and the provision of related services[34][342] - The business of selling programmes and related intellectual property rights generated no revenue during the reporting period[34][37] Basis of Preparation and Principal Accounting Policies The financial statements are prepared under HKAS 34 and the Listing Rules, using the historical cost basis, with no significant impact from newly adopted standards - The condensed consolidated financial statements have been prepared on a going concern basis and historical cost basis, except for financial assets and derivative financial instruments at fair value through profit or loss[344][365] - The adoption of new and revised Hong Kong Financial Reporting Standards during the period did not have a significant effect on the Group's financial position, performance, or disclosures[34][61] Revenue and Segment Reporting The Group's revenue is primarily derived from the sale of bus bodies and kits, which was the largest contributing segment during the period Disaggregation of Revenue from Contracts with Customers | Major Product or Service | 2024 (thousand USD) | 2023 (thousand USD) | | :--- | :--- | :--- | | Sale of bus bodies and kits | 6,858 | 2,682 | | Sale of parts and provision of relevant services | 1,955 | 1,380 | | Total | 8,813 | 4,062 | Revenue by Geographical Location | Region | 2024 (thousand USD) | 2023 (thousand USD) | | :--- | :--- | :--- | | Singapore | 2,788 | 1,035 | | Australia | 2,271 | 21 | | United States | 1,486 | 677 | | Malaysia | 958 | 371 | | Hong Kong | 953 | 1,805 | | Others | 357 | 153 | | Total | 8,813 | 4,062 | Reportable Segment Revenue and Profit/(Loss) | Segment | 2024 Revenue (thousand USD) | 2024 Profit/(Loss) (thousand USD) | 2023 Revenue (thousand USD) | 2023 Profit/(Loss) (thousand USD) | | :--- | :--- | :--- | :--- | :--- | | Sale of bodies and kits | 6,858 | 170 | 2,682 | 383 | | Sale of parts and provision of relevant services | 1,955 | 618 | 1,380 | (24) | | Sale of programmes and related IP rights | – | (70) | – | – | | Total reportable segments | 8,813 | 718 | 4,062 | 359 | Other Income and Net Gains/(Losses) Other income and net gains totaled $1,078 thousand, primarily comprising gains on disposal of property, plant and equipment and fair value gains on financial assets Details of Other Income and Net Gains/(Losses) | Item | 2024 (thousand USD) | 2023 (thousand USD) | | :--- | :--- | :--- | | Bank and other interest income | 96 | 15 | | Net foreign exchange gain/(loss) | 92 | (84) | | Gain on disposal of property, plant and equipment | 575 | – | | Fair value gain on financial assets at FVTPL | 299 | 1,226 | | Others | 16 | 12 | | Total | 1,078 | 1,180 | Profit Before Income Tax Profit before income tax was $962 thousand, influenced by factors including cost of inventories, depreciation, and impairment losses on trade receivables Adjustments to Profit Before Income Tax | Item | 2024 (thousand USD) | 2023 (thousand USD) | | :--- | :--- | :--- | | Cost of inventories | 6,497 | 3,044 | | Depreciation charge - owned property, plant and equipment | 138 | 178 | | Depreciation charge - right-of-use assets | 18 | 21 | | Net provision/(reversal) of impairment loss on trade and other receivables | 108 | (797) | | Net foreign exchange (gain)/loss | (92) | 84 | | Short-term lease expenses | 67 | 70 | - Cost of inventories includes a reversal of provision for slow-moving inventories of approximately $96,000 (2023: approximately $158,000)[45] Dividends The Board of Directors does not recommend the payment of an interim dividend for the reporting period - The Board does not recommend the payment of an interim dividend for the period (six months ended April 30, 2023: Nil)[98] Income Tax Income tax expense for the period was $227 thousand, with taxes levied in Malaysia and Singapore while no tax was payable in China and Hong Kong due to no assessable profits Details of Income Tax Expense | Item | 2024 (thousand USD) | 2023 (thousand USD) | | :--- | :--- | :--- | | Current tax charge for the period | 213 | 66 | | Deferred tax | 14 | 233 | | Income tax expense | 227 | 299 | - The subsidiaries in China (tax rate 25%) and Hong Kong (tax rate 16 5%) had no assessable profits during the period and thus were not subject to income tax[47][99] - The Malaysian subsidiary, Gemilang Coachwork, is subject to income tax at a rate of 24%, while the Singaporean subsidiary, GML Coach Technology Pte Limited, is subject to a rate of 17%[75][356] Earnings/(Loss) Per Share Basic earnings per share was 0 29 US cents and diluted earnings per share was 0 20 US cents, with the latter reflecting the potential dilution from convertible bonds Earnings/(Loss) Per Share Overview | Indicator | 2024 (US cents per share) | 2023 (US cents per share) | | :--- | :--- | :--- | | Basic earnings per share | 0.29 | 0.10 | | Diluted earnings/(loss) per share | 0.20 | (0.31) | - Basic earnings per share is calculated based on the profit attributable to owners of the Company of $736 thousand and a weighted average of 251,364,000 shares[384] - The calculation of diluted earnings per share considers the dilutive effect of convertible bonds (25,000,000 potential shares), but share options had no dilutive effect as their exercise price was higher than the average market price[102][357][385] Changes in Property, Plant and Equipment and Right-of-Use Assets The Group purchased approximately $17,000 of property, plant and equipment and recorded a gain on disposal of approximately $575,000 during the period - During the period, the Group purchased property, plant and equipment of approximately $17,000 (2023: $7,000)[78] - The Group recorded a gain on disposal of property, plant and equipment of approximately $575,000 (2023: Nil)[78] - For the six months ended April 30, 2024 and 2023, the Group did not enter into any new lease arrangements for its leased properties and motor vehicles for own use[103] Trade Receivables, Deposits, Prepayments and Other Receivables Net trade receivables stood at $3,373 thousand as of April 30, 2024, with the majority due within 30 days Ageing Analysis of Trade Receivables | Ageing | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Within 30 days | 3,220 | 2,443 | | 31 to 90 days | 114 | 911 | | Over 90 days | 39 | 404 | | Total | 3,373 | 3,758 | - Trade receivables are normally due within 30 days from the date of invoice[80] - Other receivables include approximately $3,627 thousand related to the return of inventories from the programmes and related IP rights segment, for which an impairment loss of approximately $2,241 thousand has been recognised[81] - A deposit and partial consideration of MYR 1,554,746 (approximately $330,000) has been paid for the acquisition of the subsidiary GML Premier Sdn Bhd[390] Trade and Other Payables Total trade and other payables decreased to $3,990 thousand as of April 30, 2024, with the majority of trade payables due within 30 days Details of Trade and Other Payables | Item | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Trade payables | 3,575 | 3,704 | | Other payables and accruals | 415 | 1,252 | | Deposits received | – | 304 | | Total | 3,990 | 5,260 | Ageing Analysis of Trade Payables | Ageing | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Within 30 days | 1,174 | 1,321 | | 31 to 90 days | 382 | 767 | | Over 90 days | 2,019 | 1,616 | | Total | 3,575 | 3,704 | - All trade and other payables are expected to be settled within one year or are repayable on demand[392] Bank Loans and Overdrafts Total bank loans and overdrafts significantly decreased to $4,703 thousand as of April 30, 2024, secured by property, deposits, and a director's personal guarantee Details of Bank Loans and Overdrafts | Item | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Bank overdrafts | 2,096 | 2,935 | | Trust receipt loans | 1,556 | 1,354 | | Other bank loans | 1,051 | 3,740 | | Total | 4,703 | 8,029 | - During the period, the Group obtained new bank borrowings of approximately $2,311 thousand[110] - Bank borrowings are secured by the Group's freehold land and buildings, deposits with licensed banks, and a personal guarantee of $210,000 provided by a director[85][155][410] Convertible Bonds The Company issued convertible bonds with a principal amount of HK$25,000,000, an interest rate of 4 25%, and an extended maturity date - On February 28, 2022, the Company issued convertible bonds with a total principal amount of HK$25,000,000 (approximately $3,222,000)[158] - The convertible bonds bear interest at an annual rate of 4 25% and have an initial conversion price of HK$1 00 per share[158] - The Company has extended the maturity date of the convertible bonds to the third anniversary of the issue date[159] - The convertible bonds consist of a liability component, a derivative financial instrument (representing the issuer's deferral right and mandatory conversion option), and an equity component[161] Components of Convertible Bonds | Item | As at April 30, 2024 (thousand USD) | | :--- | :--- | | Liability component | 3,452 | | Derivative financial instruments | (2,166) | | Equity component | 1,031 | | Total | 2,317 | - The fair value of the derivative component of the convertible bonds is calculated using a binomial option pricing model, with significant unobservable inputs including a discount rate of 15 01%, a risk-free rate of 4 10%, and expected volatility of 58 07%[117][144] Share Capital As of April 30, 2024, the Company's issued and fully paid-up share capital consisted of 251,364,000 ordinary shares with a nominal value of HK$0 01 each Share Capital Overview | Item | Number of Shares | Amount (thousand USD) | | :--- | :--- | :--- | | Authorised share capital | 2,000,000,000 | 2,581 | | Issued and fully paid-up share capital | 251,364,000 | 324 | Share Option Scheme The Company's 2016 share option scheme granted 19,700,000 options on August 18, 2023, with 19,030,000 outstanding as of April 30, 2024 - The share option scheme was adopted on October 21, 2016, will expire on October 20, 2026, and aims to provide incentives or rewards to eligible participants[149] - The scheme limit is 10% of the issued shares on the listing date (25,000,000 shares), and the total number of shares issued upon exercise of all outstanding options must not exceed 30% of the total issued shares[149] - The subscription price for options is determined by the Board and shall not be less than the highest of the closing price, the five-day average closing price, and the nominal value of the shares[150] - On August 18, 2023, a total of 19,700,000 share options were granted, each entitling the holder to subscribe for one new ordinary share, with a fair value of approximately $367,000[152] Details of Options Granted to Directors, Employees, and Service Providers | Grantee Name | Capacity | Number of Options Granted | Exercise Price (HK$) | Vesting Period | Validity Period | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr Pang Chong Yong | Director | 2,500,000 | 0.440 | Vested immediately | Within three years from grant date | | Mr Pang Chun Kang | Employee | 150,000 | 0.440 | Vested immediately | Within three years from grant date | | Mr Pang Siew Sam | Service Provider | 800,000 | 0.440 | Vested immediately | Within three years from grant date | - During the reporting period, 290,000 share options lapsed, and as of April 30, 2024, 19,030,000 options were outstanding and exercisable[16] - The number of share options available for grant under the scheme limit was 4,316,000 at the beginning of the period and 4,606,000 at the end of the period[129][319] Fair Value of Financial Instruments The Group's financial instruments are measured at fair value using a three-level hierarchy, with the embedded derivative component of convertible bonds classified as Level 3 - The fair values of the Group's financial instruments are categorized into a three-level hierarchy: Level 1 (quoted prices), Level 2 (observable inputs), and Level 3 (significant unobservable inputs)[130][153] - The embedded derivative component of the convertible bonds is classified under Level 3 of the fair value hierarchy, with its fair value determined using a binomial option pricing model[153][400] - The discount rate is a significant unobservable input in the valuation model for the convertible bond's derivative component; a 10% decrease/increase would result in a fair value increase/decrease of approximately $38,000[400] Capital Commitments As of April 30, 2024, the Group had significant capital commitments contracted but not provided for, related to investments in a joint venture and the acquisition of a subsidiary Significant Capital Expenditure Contracted but Not Provided For | Item | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Investment in a joint venture | 207 | 206 | | Acquisition of a subsidiary | 217 | 218 | | Total | 424 | 424 | - The Group has not yet made any capital contribution to the joint venture company (Shanghai Beilv), which has a registered capital of RMB 3,000,000[136][229] Related Party Transactions The Group engaged in several related party transactions, including key management personnel compensation and ongoing transactions for parts and services with companies controlled by directors' close relatives Key Management Personnel Remuneration | Item | 2024 (thousand USD) | 2023 (thousand USD) | | :--- | :--- | :--- | | Short-term employee benefits | 309 | 389 | | Post-employment benefits | 34 | 49 | | Total | 343 | 438 | Balances with Related Parties | Related Party Name | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | P&P Excel Car Air-Conditioning Sdn Bhd | (5) | (2) | | P&P Excel Tech Engineering Sdn Bhd | (206) | (83) | | SW Excel Tech Engineering Sdn Bhd | 3 | 2 | | Total | (208) | (83) | - The outstanding balances with related parties are unsecured, interest-free, and repayable on demand[138] Continuing Related Party Transactions | Transaction Type | Related Party Name | 2024 (thousand USD) | 2023 (thousand USD) | | :--- | :--- | :--- | :--- | | Purchase of parts and services | P&P Excel Tech Engineering Sdn Bhd | 171 | 24 | | Repair and maintenance services | P&P Excel Car Air-Conditioning Sdn Bhd | 7 | 17 | | Repair and maintenance services | CP Excel Auto Tech Pte Ltd | – | 14 | | Repair and maintenance services/rental of equipment | SW Excel Tech Engineering Sdn Bhd | 2 | 1 | Contingent Liabilities The Group's contingent liabilities consist of contract performance guarantees issued for the benefit of customers to secure the fulfillment of contractual obligations Details of Contingent Liabilities | Item | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Contract performance guarantees for the benefit of customers | – | 603 | - The performance guarantees are issued by banks to secure the Group's due performance of its obligations under contracts with customers and will be released upon completion of the relevant contract works[140][419]