建发新胜(00731) - 2022 - 中期财报

Financial Statements Condensed Consolidated Statement of Profit or Loss For the six months ended September 30, 2021, the Group turned from a loss of approximately HKD 3.46 billion in the prior period to a profit of approximately HKD 165 million, primarily due to a HKD 451 million gain on re-consolidation of a previously de-consolidated subsidiary, rather than operational improvement, while revenue from continuing operations significantly decreased from HKD 2.13 billion to HKD 270 million Condensed Consolidated Statement of Profit or Loss (HKD thousands) | Indicator (HKD thousands) | Six Months Ended Sep 30, 2021 | Six Months Ended Sep 30, 2020 (Restated) | | :--- | :--- | :--- | | Revenue from continuing operations | 269,881 | 2,129,610 | | Gross profit / (loss) | 23,451 | (39,219) | | Gain on re-consolidation of a previously de-consolidated subsidiary | 451,012 | — | | Operating profit / (loss) | 222,222 | (2,641,740) | | Profit / (loss) for the period from continuing operations | 231,124 | (2,680,126) | | Loss for the period from discontinued operations | (66,008) | (778,092) | | Profit / (loss) for the period | 165,116 | (3,458,218) | | Profit / (loss) attributable to owners of the Company | 165,116 | (3,219,683) | Earnings / (Loss) Per Share | Earnings / (Loss) Per Share | Six Months Ended Sep 30, 2021 | Six Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | From continuing and discontinued operations (basic) | 14.5 HK cents | (282.2) HK cents | | From continuing operations (basic) | 20.3 HK cents | (214.0) HK cents | Condensed Consolidated Statement of Comprehensive Income For the six months ended September 30, 2021, the Group recorded total comprehensive income of approximately HKD 210 million, compared to a total comprehensive loss of approximately HKD 3.29 billion in the prior period, primarily due to the turnaround in profit for the period and approximately HKD 44.71 million in other comprehensive income, mainly from exchange differences Condensed Consolidated Statement of Comprehensive Income (HKD thousands) | Indicator (HKD thousands) | Six Months Ended Sep 30, 2021 | Six Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Profit / (loss) for the period | 165,116 | (3,458,218) | | Other comprehensive income for the period (net of tax) | 44,707 | 166,519 | | Total comprehensive income for the period | 209,823 | (3,291,699) | | Total comprehensive income attributable to owners of the Company | 209,823 | (3,052,461) | Condensed Consolidated Statement of Financial Position As of September 30, 2021, the Group was in a severe net liabilities position, with total liabilities of approximately HKD 4.04 billion significantly exceeding total assets of approximately HKD 2.08 billion, resulting in net liabilities of HKD 1.97 billion and net current liabilities of HKD 2.68 billion, indicating extreme short-term solvency pressure Assets (HKD thousands) | Assets (HKD thousands) | Sep 30, 2021 (Unaudited) | Mar 31, 2021 (Audited) | | :--- | :--- | :--- | | Non-current assets | 1,127,805 | 184,811 | | Current assets | 947,568 | 912,553 | | Total assets | 2,075,373 | 1,097,364 | Liabilities and Equity (HKD thousands) | Liabilities and Equity (HKD thousands) | Sep 30, 2021 (Unaudited) | Mar 31, 2021 (Audited) | | :--- | :--- | :--- | | Current liabilities | 3,630,244 | 3,217,843 | | Non-current liabilities | 413,500 | 57,715 | | Total liabilities | 4,043,744 | 3,275,558 | | Net liabilities | (1,968,371) | (2,178,194) | | Equity / Capital deficiency | (1,968,371) | (2,178,194) | Condensed Consolidated Statement of Changes in Equity For the six months ended September 30, 2021, equity attributable to owners of the Company improved from HKD -2.18 billion at the beginning of the period to HKD -1.97 billion, a change of approximately HKD 210 million, primarily due to the contribution from total comprehensive income for the period - Period-end equity changes were primarily influenced by two factors: - Positive impact: Total comprehensive income of approximately HKD 210 million was recorded[44] - Negative impact: Reserves decreased due to deconsolidation/disposal/deregistration of subsidiaries[44] Condensed Consolidated Statement of Cash Flows During the period, the Group experienced a net cash outflow from operating activities of approximately HKD 391 million and a net cash outflow from investing activities of approximately HKD 47.06 million, while financing activities recorded a net inflow of approximately HKD 302 million, mainly from new borrowings, yet cash and cash equivalents at period-end decreased from HKD 195 million at the beginning of the period to HKD 188 million (after accounting for exchange rate changes) Cash Flows (HKD thousands) | Cash Flows (HKD thousands) | Six Months Ended Sep 30, 2021 | Six Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Net cash (used in) / from operating activities | (391,134) | 83,280 | | Net cash used in investing activities | (47,057) | (45,248) | | Net cash from / (used in) financing activities | 301,857 | (184,332) | | Net decrease in cash and cash equivalents | (136,334) | (146,300) | | Cash and cash equivalents at beginning of period | 195,066 | 205,828 | | Cash and cash equivalents at end of period | 187,894 | 193,677 | Notes to the Financial Statements 1. Basis of Preparation These financial statements are prepared under the going concern assumption, despite significant uncertainties, as the company's shares have been suspended from trading since July 2020, and provisional liquidators have been appointed for debt restructuring, with the Group actively pursuing a complex restructuring plan involving capital reorganisation, new investor subscription, asset divestment, and debt arrangements to meet HKEX resumption guidance and restore listing status, with the success of this plan being critical for the company's continued operation - The company's shares have been suspended from trading on the Stock Exchange since July 2, 2020, and joint provisional liquidators were appointed in July of the same year for debt restructuring[49][50] - As of September 30, 2021, the Group's current liabilities exceeded current assets by HKD 2.68 billion, indicating significant going concern uncertainty, with the statements prepared on the assumption that the restructuring plan will be successfully completed[53] - The Stock Exchange has imposed eight resumption guidance conditions on the company, including addressing audit matters, publishing all outstanding financial results, lifting winding-up petitions, and demonstrating sufficient operational levels, for which the company has submitted a resumption plan[56][57] - The Group has entered into a restructuring agreement with investors including Xiamen C&D Paper & Pulp Co., Ltd. and Zhejiang Xinshengda Paper Co., Ltd., planning to resolve debt issues and resume operations through capital reorganisation, new share subscription, group reorganisation, placing, and a debt repayment scheme (Listed Company Scheme)[59] 1.1 The Group's Proposed Restructuring The proposed restructuring scheme is a multi-faceted comprehensive plan centered on introducing new investors (a consortium formed by Xiamen C&D Paper & Pulp and Zhejiang Xinshengda) and thoroughly reorganizing the company's finances and operations, including capital reorganisation to reduce par value and consolidate shares, investor subscription of 70% of enlarged share capital for approximately HKD 120 million, divestment of non-core assets to a scheme company formed for creditors, bankruptcy reorganisation of the core paper manufacturing subsidiary "Yuantong Paper," and raising additional funds through placing, all aimed at settling debts, restoring core business operations, and ultimately achieving resumption of trading - Capital Reorganisation: Proposed reduction of share capital par value, cancellation of share premium, consolidation of shares, and increase in authorized share capital[61] - Subscription: Investors will subscribe for 990 million new shares for approximately HKD 120 million, representing 70% of the company's enlarged share capital post-reorganisation[63] - Group Reorganisation: Retention of the core paper manufacturing business (Yuantong Paper) and transfer of other non-core "Excluded Subsidiaries" to a "Scheme Company" established for the benefit of creditors[64] - Listed Company Scheme: Through this scheme, all unsecured claims against the company will be transferred to the "Scheme Company," and creditors will receive repayment from the realization of assets (including subscription proceeds, placing proceeds, creditor shares, and Excluded Subsidiaries) by the Scheme Company[68][70] - Yuantong Paper Bankruptcy Reorganisation: The core subsidiary Yuantong Paper has completed its bankruptcy reorganisation process, resumed independent operation, and has been re-consolidated into the Group since August 1, 2021[73][79] 1.2 Deconsolidation of Business Segments Due to severe financial crisis, the Group lost control over and deconsolidated multiple business segments, with the core paper manufacturing subsidiary "Yuantong Paper" previously deconsolidated in late 2020 due to bankruptcy application, then re-consolidated in August 2021 after successful reorganisation, while major entities in the paper trading business, "Samson Hong Kong" and "Samson China," were deconsolidated in August 2020 and June 2021 respectively due to liquidation proceedings, and "Sincere Ren Limited," the main entity in the property development and investment segment, was also deconsolidated in September 2021 due to liquidation, leading to drastic changes in the Group's business scale and financial data - Paper Manufacturing Segment: Yuantong Paper was deconsolidated from December 31, 2020, and control was re-obtained and re-consolidated on August 1, 2021[85] - Paper Trading Segment: Major operating entities Samson Hong Kong and Samson China due to entering voluntary liquidation, were deconsolidated from August 15, 2020, and July 1, 2021, respectively[88][89][90] - Property Development and Investment Segment: The main holding company, Sincere Ren Limited, entered liquidation and was deconsolidated from September 17, 2021[119][120] 4. Segment Information For the six months ended September 30, 2021, the Group's continuing operations were primarily divided into paper manufacturing, paper trading, and others, with the paper manufacturing segment becoming the absolute revenue and profit center, contributing HKD 268 million in revenue and HKD 459 million in segment profit (mainly from re-consolidation gain), while the paper trading business saw revenue plummet to just HKD 23 thousand and recorded a HKD 181 million loss due to liquidation, a complete reversal from the prior period when paper trading was the main revenue source Segment Information (Six Months Ended Sep 30, 2021, HKD thousands) | Six Months Ended Sep 30, 2021 (HKD thousands) | Paper Trading | Paper Manufacturing | Others | Total | | :--- | :--- | :--- | :--- | :--- | | Revenue from external customers | 23 | 268,069 | 1,789 | 269,881 | | Segment profit / (loss) | (181,328) | 458,899 | (33,797) | 243,774 | Segment Information (Six Months Ended Sep 30, 2020, HKD thousands) | Six Months Ended Sep 30, 2020 (HKD thousands) | Paper Trading | Paper Manufacturing | Others | Total | | :--- | :--- | :--- | :--- | :--- | | Revenue from external customers | 1,594,385 | 521,141 | 14,084 | 2,129,610 | | Segment profit / (loss) | 822,319 | (1,142,009) | (106,178) | (425,868) | 6. Gain on re-consolidation of a previously de-consolidated subsidiary During the period, the Company re-obtained control over its core subsidiary Yuantong Paper following the completion of its bankruptcy reorganisation, recognizing a significant non-cash gain of up to HKD 451 million upon re-consolidation, which was the primary reason for the period's turnaround to profit - The Company re-obtained control over Yuantong Paper and recognized a re-consolidation gain of HKD 451,012,000[197][198] 9. Discontinued Operations The Group's property development and investment business (primarily operated through Sincere Ren Limited and its subsidiaries) has been classified as a discontinued operation, as this segment was deconsolidated on September 17, 2021, due to Sincere Ren Limited entering liquidation proceedings, and recorded a loss of HKD 66.01 million in the reporting period, including a HKD 64.90 million loss arising from deconsolidation - Sincere Ren Limited and its subsidiaries (property development and investment segment) were deconsolidated due to liquidation and classified as discontinued operations[205][207] Discontinued Operations (HKD thousands) | Discontinued Operations (HKD thousands) | Six Months Ended Sep 30, 2021 | Six Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Revenue | 1,634 | 13,673 | | Profit / (loss) for the period | (1,105) | 10,822 | | Loss on deconsolidation of subsidiaries | (64,903) | (788,914) | | Loss for the period from discontinued operations | (66,008) | (778,092) | 16. Borrowings As of September 30, 2021, approximately HKD 403 million in bank loans were demanded for early repayment by banks due to the Group's breach of liquidity ratio covenants in several bank loan agreements, leading to their reclassification as current liabilities and exacerbating the Group's short-term repayment pressure - The Group breached bank loan covenant clauses, resulting in HKD 402,846,000 of bank loans being reclassified as current liabilities, facing early repayment risk[226] Management Discussion and Analysis Business Review and Post-Reporting Period Events Management reviewed a series of significant events since the share suspension in July 2020, focusing on the company's financial distress, appointment of provisional liquidators, divestment and liquidation of non-core businesses (such as paper trading and property development), and the full advancement of the restructuring plan aimed at saving the company, with the key being the introduction of new investors and the successful bankruptcy reorganisation of core subsidiary Yuantong Paper, emphasizing that restructuring is the only path for the company to resume operations and listing status - Reiteration of background circumstances such as share suspension, appointment of provisional liquidators, and HKEX resumption guidance[233][234][235] - Detailed explanation of the process by which paper trading businesses (Samson Hong Kong, Samson China) and property development and investment business (Sincere Ren Limited) were forced into liquidation and deconsolidation due to capital chain breaks and huge liabilities[237][239][241][242] - Disclosure of significant changes in the company's directors and senior management during the crisis, leading to severe understaffing in accounting and management functions, affecting financial data preparation[244][246] - Further detailed introduction of the proposed restructuring matters agreed with investors, including subscription, group reorganisation, Listed Company Scheme, and Yuantong Paper's bankruptcy reorganisation, confirming the successful implementation of Yuantong Paper's bankruptcy reorganisation process[247][258][263] Prospects Management maintains a cautiously optimistic outlook, believing that upon completion of the proposed restructuring, the Group will focus on the paper manufacturing business to restore solvency, and directors are confident that the retained Group's business and financial position will improve, possessing sufficient operational levels to maintain its listing status - Upon completion of the restructuring, the Group will continue to engage in the paper manufacturing business, and all claims against the company will be fully discharged[265] - Directors are confident that the retained Group post-reorganisation will have sufficient operational levels to maintain its listing status[265] Financial Performance The financial performance for the period presents a complex picture, with revenue from continuing operations plummeting from HKD 2.13 billion to HKD 270 million due to the divestment of the paper trading business, yet continuing operations recorded a profit of HKD 231 million, reversing a massive loss of HKD 2.68 billion in the prior period, thanks to a one-time gain of HKD 451 million from the re-consolidation of Yuantong Paper, indicating that the improvement in profitability was a result of accounting treatment rather than core operational improvement - Revenue from continuing operations significantly decreased from approximately HKD 2.13 billion to approximately HKD 270 million, primarily due to the divestment of the paper trading business[266] - Profit for the period from continuing operations was approximately HKD 231 million (compared to a loss of HKD 2.68 billion in the prior period), mainly due to a one-time gain from the re-consolidation of a subsidiary[268] Liquidity and Financial Resources As of September 30, 2021, the Group's financial position was extremely fragile, with cash and bank balances of approximately HKD 188 million but a current ratio of only 0.26 times, indicating a severe liquidity crisis, and a negative gearing ratio of -8.8% reflecting severe insolvency, in addition to contingent liabilities of approximately HKD 2.3 billion from financial guarantees provided for deconsolidated subsidiaries Liquidity and Financial Resources | Indicator | Sep 30, 2021 | Mar 31, 2021 | | :--- | :--- | :--- | | Cash and bank balances | Approx. HKD 188 million | - | | Gearing ratio | -8.8% | - | | Current ratio | 0.26 times | 0.28 times | - The company provided financial guarantees of approximately HKD 2.3 billion for deconsolidated subsidiaries, with related drawn facilities amounting to HKD 2.694 billion[271] Corporate Governance During the reporting period, due to changes in board members, liquidation, and restructuring, the company failed to comply with several Listing Rules and Corporate Governance Code provisions, with major deviations including insufficient independent non-executive directors, non-compliant composition of the Audit and Remuneration Committees, and non-separation of Chairman and CEO roles, which the company acknowledges and will progressively rectify during the restructuring process - Due to board reorganisation, the company failed to comply with Listing Rules regarding the number of independent non-executive directors (Rule 3.10(1)), composition of the Audit Committee (Rule 3.21), and Remuneration Committee (Rule 3.25) during the reporting period[302][303] - The company failed to comply with Corporate Governance Code provisions regarding the separation of Chairman and Chief Executive Officer roles (Code Provision A.2.1), tenure of non-executive directors (Code Provision A.4.1), and composition of the Nomination Committee (Code Provision A.5.1) for a period[304][305][307]