Financial Performance - The company recorded a profit of HKD 45,959,000 for the nine months ending December 31, 2020, compared to a loss of HKD 26,983,000 for the previous fiscal year[10]. - The group recorded revenue of HKD 24,963,000 and profit of HKD 45,959,000 for the nine months ending December 31, 2020, compared to revenue of HKD 14,869,000 and a loss of HKD 26,983,000 for the previous year[46]. - Revenue for the nine months ended December 31, 2020, was HKD 24,963,000, compared to HKD 14,869,000 for the year ended March 31, 2020, representing a growth of 67.5%[48]. - Interest income from financial lending business was HKD 19,853,000 for the nine months ended December 31, 2020, significantly up from HKD 6,829,000 for the year ended March 31, 2020, indicating an increase of 191.5%[48]. - The group recognized an expected credit loss provision of approximately HKD 19 million for receivables as of December 31, 2020, considering the economic environment and the impact of COVID-19[37]. - The group anticipates a steady growth in demand for loan services as the Hong Kong economy is expected to recover, according to the International Monetary Fund[40]. Dividends and Reserves - The company did not declare an interim dividend for the six months ending September 30, 2020, and recommended no final dividend for the nine months ending December 31, 2020[11]. - The company's distributable reserves as of December 31, 2020, amounted to HKD 348,140,000, which includes retained earnings of HKD 156,330,000 and contributed surplus of HKD 191,810,000[97]. - The board has adopted a dividend policy without a predetermined payout ratio, considering factors such as operational performance and future prospects when declaring dividends[191]. Property Sales and Rental Income - The company has completed 4 sale agreements in Zhongshan, with 3 sales approved and recorded in the government property sales system during the nine months ending December 31, 2020[16]. - The company confirmed the sale of 3 residential units during the nine months ending December 31, 2020, down from 5 units in the previous fiscal year[16]. - Rental income from the company's properties decreased by approximately 53% during the nine months ending December 31, 2020, compared to the same period in the previous fiscal year[16]. - Revenue from property sales in China was HKD 2,422,000 for the nine months ended December 31, 2020, down from HKD 4,264,000 for the year ended March 31, 2020, reflecting a decrease of 43.2%[48]. - Rental income was HKD 2,688,000 for the nine months ended December 31, 2020, compared to HKD 3,776,000 for the year ended March 31, 2020, showing a decline of 28.9%[48]. Acquisitions and Mergers - The acquisition of Zero Finance Group was announced on September 23, 2020, with a total consideration of HKD 404,109,000, of which HKD 205,229,444 will be settled through the issuance of 710,000,000 shares at an issue price of approximately HKD 0.289 per share[21]. - The acquisition was completed on October 30, 2020, and Zero Finance Group has since become a wholly-owned subsidiary of the company, with its financial data consolidated into the group’s accounts for the nine months ending December 31, 2020[24]. - The company expects that the merger of its existing mortgage lending business with Zero Finance Group's secured and unsecured lending operations will create synergies and enhance overall lending capabilities[28]. - The independent financial advisor, China Galaxy International Securities, was appointed to provide advice on the acquisition to the independent board committee and shareholders[24]. - The acquisition involved a related party transaction as the sellers are majority shareholders of the company, requiring compliance with the relevant listing rules and independent shareholder approval[138]. Market Conditions and Strategy - The company is facing a competitive property market in Zhongshan, with a significant supply of modern properties and ongoing challenges in sales performance[15]. - The company aims to enhance marketing activities for its properties to improve operational performance[15]. - The company is navigating a challenging regulatory environment in China, with new regulations affecting residential property sales prices and buyer qualifications[16]. - The group is actively seeking investment opportunities in the property market in Guangdong Province, despite not acquiring any land or properties during the review period due to intense competition[39]. - The group expects new housing policies in Hong Kong to further support the development of mortgage loan business[43]. Financial Position and Cash Management - The company had a net cash position as of December 31, 2020, with total cash and bank balances amounting to approximately HKD 256,000,000, representing 61% of total current assets[68]. - The average utilized capital for the nine months ended December 31, 2020, was HKD 1,326,604,000, compared to HKD 1,117,482,000 for the year ended March 31, 2020, indicating an increase of 18.7%[65]. - The consolidated utilized capital return rate for the nine months ended December 31, 2020, was 2.58%, compared to -1.97% for the year ended March 31, 2020[65]. Corporate Governance and Compliance - The company has complied with the corporate governance code during the nine-month period ended December 31, 2020, except as disclosed[156]. - The board of directors consists of three executive directors and three independent non-executive directors, ensuring a balance of power and responsibilities[157]. - The independent non-executive directors have been appointed for a term from January 1, 2021, to December 31, 2022, for a duration of two years[104]. - The company has established a board diversity policy to enhance board efficiency and corporate governance, considering various factors without discrimination[190]. - The company has not engaged in any significant non-compliance with applicable laws and regulations that would materially impact its business and operations during the nine months ended December 31, 2020[76]. Employee and Operational Information - The group employed 60 staff members as of December 31, 2020, with employee benefits including insurance, provident fund plans, and discretionary bonuses[81]. - The total employer contributions to the Mandatory Provident Fund for the nine months ended December 31, 2020, amounted to HKD 197,000, compared to HKD 268,000 for the previous year[142]. - The remuneration range for senior management as of December 31, 2020, included 1 individual earning between 0 to HKD 1,000,000[181]. Risk Management - The company emphasizes the importance of internal control and risk management, with the board responsible for the effectiveness of these systems[197]. - The risk management policy is integral to the company's operations, ensuring reliable financial reporting and compliance with laws and regulations[199]. - The company will implement formal risk assessment reviews and regularly monitor and reassess significant risks faced[200].
TERMBRAY IND(00093) - 2020 - 年度财报