协同通信(01613) - 2022 - 中期财报

Company Information The company's board comprises executive and independent non-executive directors, supported by audit, nomination, and remuneration committees to enhance governance Board of Directors and Committees The company's board consists of two executive directors, including the CEO, and three independent non-executive directors, with established committees for robust governance - The Board of Directors includes 2 executive directors (including the CEO) and 3 independent non-executive directors[3] - An Audit Committee, Nomination Committee, and Remuneration Committee are established to enhance corporate governance standards[3] Registration and Operational Information The company is registered in the Cayman Islands, headquartered in Hong Kong, with its shares listed on the HKEX under stock code 1613 - The company is incorporated in the Cayman Islands and listed on the Main Board of the Hong Kong Stock Exchange, stock code 1613[3] - Principal bankers include HSBC, Bank of China (Hong Kong), and China Construction Bank[4] Condensed Consolidated Statement of Profit or Loss This section presents the group's financial performance, highlighting revenue growth, cost of sales, and the resulting loss for the period Condensed Consolidated Statement of Profit or Loss for the Six Months Ended September 30, 2021 For the six months ended September 30, 2021, the Group's revenue significantly increased by 51.5% to HKD 39,950 thousand, but the loss for the period expanded to HKD 9,964 thousand due to increased costs and expenses Condensed Consolidated Statement of Profit or Loss Key Data | Indicator | 2021 (thousand HKD) | 2020 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 39,950 | 26,367 | +51.5% | | Cost of sales | (28,403) | (17,741) | +60.1% | | Gross profit | 11,547 | 8,626 | +33.9% | | Other income | 5,152 | 2,656 | +93.9% | | Operating loss | (7,403) | (7,495) | -1.2% | | Loss before tax | (9,955) | (9,478) | +5.0% | | Loss for the period | (9,964) | (8,512) | +17.1% | | Basic loss per share (HK cents) | (0.75) | (0.79) | -5.1% | | Diluted loss per share (HK cents) | (0.75) | (0.79) | -5.1% | - The loss for the period was primarily attributable to an increase in the net provision for expected credit losses, rather than a significant deterioration in operating loss[7][8] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This section details the total comprehensive expense for the period, including the loss for the period and other comprehensive income items Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Six Months Ended September 30, 2021 For the six months ended September 30, 2021, the Group recorded a total comprehensive expense of HKD 9,957 thousand, an increase from HKD 8,451 thousand in the prior year, mainly due to an expanded loss for the period Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2021 (thousand HKD) | 2020 (thousand HKD) | | :--- | :--- | :--- | | Loss for the period | (9,964) | (8,512) | | Exchange differences on translation of financial statements of overseas operations | 7 | 61 | | Other comprehensive income for the period, net of tax | 7 | 61 | | Total comprehensive expense for the period | (9,957) | (8,451) | - Total comprehensive expense attributable to owners of the Company was HKD 8,860 thousand, with HKD 1,097 thousand attributable to non-controlling interests[13] Condensed Consolidated Statement of Financial Position This section provides a snapshot of the Group's assets, liabilities, and equity at the end of the reporting period Condensed Consolidated Statement of Financial Position as at September 30, 2021 As at September 30, 2021, the Group's total assets less current liabilities increased to HKD 194,672 thousand, and net assets rose to HKD 192,573 thousand, driven by improved net current assets Condensed Consolidated Statement of Financial Position Key Data | Indicator | September 30, 2021 (thousand HKD) | March 31, 2021 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 165,675 | 159,596 | +3.8% | | Current assets | 180,646 | 150,118 | +20.3% | | Current liabilities | 151,649 | 144,098 | +5.2% | | Net current assets | 28,997 | 6,020 | +381.7% | | Total assets less current liabilities | 194,672 | 165,616 | +17.5% | | Non-current liabilities | 2,099 | 2,974 | -29.4% | | Net assets | 192,573 | 162,642 | +18.4% | | Equity attributable to owners of the Company | 187,246 | 156,218 | +19.9% | | Total equity | 192,573 | 162,642 | +18.4% | - Cash and cash equivalents significantly increased from HKD 4,185 thousand to HKD 13,924 thousand, with trade and other receivables also showing a notable increase[16] - Share capital increased by HKD 40,500 thousand due to the issuance of new shares, reflecting enhanced capital strength through equity financing[18] Condensed Consolidated Statement of Changes in Equity This section outlines the changes in the Group's equity over the reporting period, including profit or loss, other comprehensive income, and transactions with owners Condensed Consolidated Statement of Changes in Equity for the Six Months Ended September 30, 2021 For the six months ended September 30, 2021, equity attributable to owners of the Company increased from HKD 156,218 thousand to HKD 187,246 thousand, primarily due to a HKD 40,500 thousand capital injection from new share issuance Condensed Consolidated Statement of Changes in Equity Key Data | Indicator | April 1, 2021 (thousand HKD) | Loss for the period (thousand HKD) | Total comprehensive expense for the period (thousand HKD) | Issue of shares (thousand HKD) | Share issue costs (thousand HKD) | September 30, 2021 (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | 156,218 | (8,867) | (8,860) | 40,500 | (612) | 187,246 | | Non-controlling interests | 6,424 | (1,097) | (1,097) | – | – | 5,327 | | Total equity | 162,642 | (9,964) | (9,957) | 40,500 | (612) | 192,573 | - The issuance of new shares generated HKD 40,500 thousand in funds for the Group, with a net amount of approximately HKD 39,888 thousand effectively supplementing working capital[19] Condensed Consolidated Statement of Cash Flows This section presents the Group's cash flows from operating, investing, and financing activities for the reporting period Condensed Consolidated Statement of Cash Flows for the Six Months Ended September 30, 2021 For the six months ended September 30, 2021, net cash from operating activities turned into an inflow of HKD 3,324 thousand, and net cash from financing activities significantly increased to HKD 36,009 thousand, primarily due to new share issuance Condensed Consolidated Statement of Cash Flows Key Data | Indicator | 2021 (thousand HKD) | 2020 (thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Net cash generated from/(used in) operating activities | 3,324 | (5,848) | Turned into inflow | | Net cash used in investing activities | (29,594) | (18,939) | Increased outflow | | Net cash generated from/(used in) financing activities | 36,009 | (7,579) | Turned into inflow | | Net increase/(decrease) in cash and cash equivalents | 9,739 | (32,366) | Turned into increase | | Cash and cash equivalents at end of period | 13,924 | 14,005 | Slight decrease | - Cash inflow from financing activities primarily resulted from proceeds of HKD 40,500 thousand from the issuance of new shares, effectively offsetting cash outflow from investing activities[22] - Increased cash outflow from investing activities was mainly due to the purchase of property, plant and equipment and advances to an associate[22] Notes to the Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements 1. General Information The company is incorporated in the Cayman Islands and listed in Hong Kong, primarily engaged in designing, developing, and selling automatic control and smart building systems in China, with financial statements presented in HKD - The Group is primarily engaged in the design, development, production, and sale of automatic control systems and smart building systems[27] - The Group's principal operations are in China, and the condensed consolidated financial statements are presented in HKD[28] 2. Basis of Preparation and Principal Accounting Policies The condensed consolidated financial statements are prepared in accordance with HKAS 34 and the Listing Rules, with new HKFRS standards having no material impact on financial performance or position - Financial statements adhere to the disclosure requirements of HKAS 34 and the Listing Rules[30] - Newly applied accounting standards and amendments have no material impact on the financial performance and position for the current interim period and prior periods[31] 3. Segment Reporting The Group is segmented into building intelligence and control systems, with control systems showing significant revenue and profit growth, while building intelligence revenue grew but loss expanded Segment Revenue and Results (Adjusted EBIT) | Segment | 2021 Revenue (thousand HKD) | 2020 Revenue (thousand HKD) | 2021 Profit/(Loss) (thousand HKD) | 2020 Profit/(Loss) (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Building Intelligence | 13,565 | 11,384 | (5,450) | (2,459) | | Control Systems | 26,385 | 14,983 | 3,145 | (1,829) | | Total | 39,950 | 26,367 | (2,305) | (4,288) | Segment Assets and Liabilities | Segment | September 30, 2021 Assets (thousand HKD) | March 31, 2021 Assets (thousand HKD) | September 30, 2021 Liabilities (thousand HKD) | March 31, 2021 Liabilities (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Building Intelligence | 117,908 | 118,414 | 120,646 | 113,440 | | Control Systems | 93,641 | 87,943 | 20,261 | 18,103 | | Total reported segments | 211,549 | 206,357 | 140,907 | 131,543 | | Consolidated total | 346,321 | 309,714 | 153,748 | 147,072 | - The Control Systems business achieved a turnaround in the first half of 2021, with segment profit reaching HKD 3,145 thousand, compared to a loss of HKD 1,829 thousand in the prior year[38][43] 4. Revenue For the six months ended September 30, 2021, the Group's revenue was HKD 39,950 thousand, a 51.5% year-on-year increase, with control systems contributing 66.0% and building intelligence 34.0%, predominantly from the China market Revenue by Major Product | Product | 2021 (thousand HKD) | 2020 (thousand HKD) | | :--- | :--- | :--- | | Building Intelligence | 13,565 | 11,384 | | Control Systems | 26,385 | 14,983 | | Total | 39,950 | 26,367 | Revenue by Geographical Market | Region | 2021 (thousand HKD) | 2020 (thousand HKD) | | :--- | :--- | :--- | | China | 39,895 | 25,789 | | Overseas | 55 | 578 | | Total | 39,950 | 26,367 | - Control Systems revenue increased by 76.1% year-on-year, while Building Intelligence revenue increased by 19.2%[51] 5. Other Income and Other Losses Other income significantly increased to HKD 5,152 thousand, a 93.9% year-on-year rise, primarily driven by VAT refunds and net income from equipment leasing and machine services, with exchange losses remaining low Other Income and Other Losses Details | Item | 2021 (thousand HKD) | 2020 (thousand HKD) | | :--- | :--- | :--- | | Interest income from bank deposits | 12 | 38 | | Interest income from loans receivable | 352 | 330 | | Net income from equipment leasing and machine services | 921 | – | | Government grants | 547 | 568 | | VAT refunds | 1,476 | 312 | | Miscellaneous income | 1,844 | 1,408 | | Total other income | 5,152 | 2,656 | | Net exchange losses | (14) | (24) | | Net other income and losses | 5,138 | 2,632 | - VAT refunds increased from HKD 312 thousand to HKD 1,476 thousand, and net income from equipment leasing and machine services was a new revenue source for the period[55] 6. Loss Before Tax The Group's loss before tax was HKD 9,955 thousand, an increase from the prior year, with slight rises in finance costs and employee costs due to increased retirement scheme contributions, alongside other expense variations Finance Costs Details | Item | 2021 (thousand HKD) | 2020 (thousand HKD) | | :--- | :--- | :--- | | Interest expense on bank and other borrowings | 1,861 | 1,748 | | Finance charges on lease liabilities | 153 | 163 | | Total | 2,014 | 1,911 | Employee Costs Details | Item | 2021 (thousand HKD) | 2020 (thousand HKD) | | :--- | :--- | :--- | | Salaries, wages and other benefits | 8,001 | 7,522 | | Defined contribution retirement scheme contributions | 750 | 169 | | Total | 8,751 | 7,691 | Other Items of Expense Details | Item | 2021 (thousand HKD) | 2020 (thousand HKD) | | :--- | :--- | :--- | | Cost of inventories recognised as expense | 27,720 | 17,152 | | Amortisation of intangible assets | – | 3,446 | | Depreciation of property, plant and equipment | 2,338 | 1,723 | | Depreciation of right-of-use assets | 1,853 | 1,517 | - Employee costs increased by 14.3%, primarily due to a significant increase in defined contribution retirement scheme contributions[60] 7. Income Tax (Expense) / Credit Income tax expense for the period was HKD 9 thousand, compared to a credit of HKD 966 thousand in the prior year, mainly due to current tax expense from China enterprise income tax and no taxable profits from Hong Kong operations Income Tax (Expense) / Credit Details | Item | 2021 (thousand HKD) | 2020 (thousand HKD) | | :--- | :--- | :--- | | Current tax - China enterprise income tax | (9) | – | | Deferred tax - Reversal of temporary differences | – | 966 | | Total income tax (expense) / credit | (9) | 966 | - The Company's subsidiaries registered in the Cayman Islands and the British Virgin Islands are exempt from income tax[67][68] - The Group's China subsidiaries are subject to enterprise income tax at a rate of 25%, while no tax provision was made for Hong Kong operations due to absence of profits[68][70] 8. Dividends For the six months ended September 30, 2021, the company neither paid nor proposed any dividends, consistent with the prior year - The Company neither paid nor proposed any dividends during or after the reporting period[72] 9. Loss Per Share For the six months ended September 30, 2021, the company's basic and diluted loss per share were both HKD 0.75 cents, an improvement from HKD 0.79 cents in the prior year, despite an increase in loss attributable to owners Loss Per Share Calculation | Indicator | 2021 (thousand HKD/thousand shares/HK cents) | 2020 (thousand HKD/thousand shares/HK cents) | | :--- | :--- | :--- | | Loss attributable to owners of the Company | (8,867) | (8,110) | | Weighted average number of ordinary shares in issue | 1,182,855 | 1,032,363 | | Basic loss per share (HK cents) | (0.75) | (0.79) | | Diluted loss per share (HK cents) | (0.75) | (0.79) | - The improvement in loss per share was primarily due to an increase in the weighted average number of ordinary shares in issue during the period[74] 10. Property, Plant and Equipment For the six months ended September 30, 2021, the Group's additions to property, plant and equipment amounted to HKD 10,687 thousand, a significant increase from the prior year Additions to Property, Plant and Equipment | Item | 2021 (thousand HKD) | 2020 (thousand HKD) | | :--- | :--- | :--- | | Additions to property, plant and equipment | 10,687 | 2,223 | - Additions to property, plant and equipment for the period increased by 380.7% year-on-year, indicating increased investment in fixed assets[76] 11. Goodwill As at September 30, 2021, the Group's goodwill carrying amount was HKD 51,301 thousand, unchanged from March 31, 2021, with no impairment losses recognized, and all goodwill allocated to the control systems cash-generating unit Goodwill Carrying Amount | Indicator | September 30, 2021 (thousand HKD) | March 31, 2021 (thousand HKD) | | :--- | :--- | :--- | | Cost | 239,613 | 239,613 | | Less: Accumulated impairment losses | (188,312) | (188,312) | | Carrying amount | 51,301 | 51,301 | - No impairment losses on goodwill were recognized for the period, as management believes the carrying amount of related assets does not exceed their recoverable amount[77] - All goodwill is allocated to the Control Systems cash-generating unit[77] 12. Interests in Associates and Amounts Due From/To an Associate The Group's interest in associate Iogo Workshop, engaged in mobile device charging station leasing, was HKD 54,962 thousand; Iogo Workshop Group's revenue significantly declined, and losses expanded, increasing the Group's share of associate losses Interests in Associates | Item | September 30, 2021 (thousand HKD) | March 31, 2021 (thousand HKD) | | :--- | :--- | :--- | | Investment cost in associates | 56,000 | 56,000 | | Share of post-acquisition losses, net of dividends received | (1,449) | (876) | | Exchange adjustments | 411 | 376 | | Total interests | 54,962 | 55,500 | Summary of Iogo Workshop Group Financial Information | Indicator | 2021 (thousand HKD) | 2020 (thousand HKD) | | :--- | :--- | :--- | | Revenue | 549 | 3,790 | | Loss for the period | (2,691) | (235) | | Total comprehensive expense for the period | (2,691) | (216) | - Iogo Workshop Group's revenue decreased by 85.5% year-on-year, and loss for the period expanded by 1045.1%, primarily due to reduced advertising revenue impacted by the pandemic[87][128] - The Group's share of associate losses increased from HKD 72 thousand to HKD 538 thousand[128] 13. Trade and Other Receivables, Deposits and Prepayments As at September 30, 2021, total trade and other receivables, deposits, and prepayments increased to HKD 117,636 thousand, with a significant portion of trade receivables over 365 days old and an increase in expected credit loss provisions Trade and Other Receivables, Deposits and Prepayments Details | Item | September 30, 2021 (thousand HKD) | March 31, 2021 (thousand HKD) | | :--- | :--- | :--- | | Trade receivables (net of provision) | 40,910 | 38,803 | | Bills receivable | 1,512 | 1,941 | | Loans receivable | 21,944 | 21,040 | | Other receivables | 43,772 | 25,997 | | Prepaid VAT and other taxes | 24 | 28 | | Deposits and prepayments (net of provision) | 9,474 | 8,994 | | Total | 117,636 | 96,803 | Ageing Analysis of Trade Receivables | Ageing | September 30, 2021 (thousand HKD) | March 31, 2021 (thousand HKD) | | :--- | :--- | :--- | | 0 to 60 days | 5,541 | 2,030 | | 61 to 90 days | 874 | 2,220 | | 91 to 180 days | 6,685 | 7,586 | | 181 to 365 days | 4,882 | 2,322 | | Over 365 days | 38,194 | 38,869 | | Total | 56,176 | 53,027 | | Less: Loss allowance | (15,266) | (14,224) | | Net amount | 40,910 | 38,803 | - Net provision for expected credit losses was HKD 1,429 thousand, compared to a net reversal of HKD 3,061 thousand in the prior year, negatively impacting the current period's loss[8][144] 14. Trade and Other Payables As at September 30, 2021, total trade and other payables increased to HKD 47,169 thousand, primarily driven by an increase in accrued expenses and other payables, with a significant portion of trade payables still over 365 days old Trade and Other Payables Details | Item | September 30, 2021 (thousand HKD) | March 31, 2021 (thousand HKD) | | :--- | :--- | :--- | | Trade payables | 10,595 | 8,176 | | Accrued salaries | 1,209 | 1,087 | | Accrued expenses and other payables | 34,896 | 32,116 | | Other taxes payable | 469 | 350 | | Total | 47,169 | 41,729 | Ageing Analysis of Trade Payables | Ageing | September 30, 2021 (thousand HKD) | March 31, 2021 (thousand HKD) | | :--- | :--- | :--- | | 0 to 60 days | 5,553 | 2,434 | | 61 to 90 days | – | 142 | | 91 to 180 days | – | 604 | | 181 to 365 days | – | 540 | | Over 365 days | 4,240 | 4,456 | | Total | 10,595 | 8,176 | - Accrued expenses and other payables increased by HKD 2,780 thousand, being the primary reason for the growth in trade and other payables[103] 15. Bank Borrowings As at September 30, 2021, the Group's total bank borrowings were HKD 69,001 thousand, consistent with March 31, 2021, mostly secured, with fixed interest rates between 4.35% and 6.50%, and no covenant breaches Bank Borrowings Details | Type | September 30, 2021 (thousand HKD) | March 31, 2021 (thousand HKD) | | :--- | :--- | :--- | | Secured | 58,474 | 58,474 | | Unsecured | 10,527 | 10,527 | | Total | 69,001 | 69,001 | - All bank borrowings are measured at amortised cost and bear fixed annual interest rates ranging from 4.35% to 6.50%[110] - The Group did not breach any bank borrowing covenants at the end of the reporting period[109] 16. Share Capital As at September 30, 2021, the company's issued share capital increased to HKD 298,591 thousand, primarily due to the issuance of 162,000,000 new shares to independent third parties, with net proceeds used for general working capital and investments Share Capital Movement | Item | September 30, 2021 Number of shares (thousand shares) | September 30, 2021 Amount (thousand HKD) | March 31, 2021 Number of shares (thousand shares) | March 31, 2021 Amount (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Issued and fully paid ordinary shares at beginning/end of period | 1,032,363 | 258,091 | 1,032,363 | 258,091 | | Issue of new shares | 162,000 | 40,500 | – | – | | Issued and fully paid ordinary shares at end of period | 1,194,363 | 298,591 | 1,032,363 | 258,091 | - The issuance of new shares resulted in a HKD 40,500 thousand increase in share capital, with net proceeds of approximately HKD 39.9 million used for the Group's general working capital and further investments[112] 17. Commitments As at September 30, 2021 and March 31, 2021, the Group had no significant outstanding commitments - The Group had no significant capital expenditure commitments or other material commitments at the end of the reporting period[113] 18. Significant Related Party Transactions During the period, the Group's sales to associate Iogo Workshop Group amounted to HKD 1,616 thousand, with total remuneration for directors and key management personnel at HKD 1,679 thousand, and the CEO providing personal guarantees for some bank borrowings Transactions with Related Parties | Transacting Party | 2021 Sales (thousand HKD) | 2020 Sales (thousand HKD) | | :--- | :--- | :--- | | Iogo Workshop Group | 1,616 | 47 | Transactions with Key Management Personnel | Item | 2021 (thousand HKD) | 2020 (thousand HKD) | | :--- | :--- | :--- | | Short-term employee benefits | 1,658 | 1,564 | | Post-employment benefits | 21 | 21 | | Total | 1,679 | 1,585 | - Mr. Han Weining, CEO and Executive Director, provided personal guarantees for bank borrowings totaling HKD 15,305 thousand[117] 19. Events After the Reporting Period No significant events occurred after the reporting period - No significant events occurred after the reporting period[118] Management Discussion and Analysis This section provides an overview of the Group's business performance, financial condition, and future outlook Business Review The Group, a provider of smart home, smart community, and automatic control systems, saw both control systems and building intelligence businesses recover from the pandemic, with significant external revenue growth, while a new equipment leasing business contributed stable income - The Group is a supplier of smart home, smart community solutions, and automatic control systems, with products widely used in high-rise buildings, villas, and various industries[120] - Both the Control Systems and Building Intelligence businesses have fully recovered from the adverse effects of the pandemic during the period[120][122][125] Control Systems Business The control systems business fully recovered from the pandemic in China, with production and customer orders resuming, leading to significantly increased external revenue of HKD 26.4 million and a segment profit of HKD 3.1 million from new large software projects - External revenue from the Control Systems business significantly increased to HKD 26.4 million (2020: HKD 15.0 million), a 76% year-on-year increase[122] - Newly signed large control system software projects contributed higher profit margins, enabling the segment to achieve a profit of HKD 3.1 million, reversing the loss from the prior year[122] Building Intelligence Business The building intelligence business experienced market demand recovery and improved MOX brand product sales, with external revenue increasing to HKD 13.6 million, but segment loss expanded to HKD 5.5 million due to global chip price increases - External revenue for the Building Intelligence segment increased to HKD 13.6 million (2020: HKD 11.4 million), a 19.3% year-on-year increase[125] - Segment loss expanded from HKD 2.5 million to HKD 5.5 million, primarily due to increased costs from global chip price hikes[125] - The Group has made progress in domestic and international smart home markets, with its product series holding a leading position[125] Investment in an Associate Engaged in Charging Station Leasing Business The Group acquired a 20% equity interest in Iogo Workshop, a mobile device charging station leasing company, in June 2020; during the period, Iogo Workshop Group's revenue significantly declined, and operating losses expanded, increasing the Group's share of associate losses - Iogo Workshop Group's revenue for the period was HKD 549 thousand (2020: HKD 3.8 million), with an operating loss of HKD 2.7 million (2020: HKD 235 thousand)[128] - The operating loss was mainly due to reduced advertising revenue impacted by the pandemic, and the Group's share of associate losses increased to HKD 538 thousand[128] Other Business Activities A new computer equipment and machine leasing and hosting services business was launched with initial capital expenditure of approximately HKD 9.8 million, contributing approximately HKD 3.1 million in revenue and HKD 0.9 million in profit, expected to provide stable future income and profitability - The new business incurred initial capital expenditure of approximately HKD 9.8 million, contributing approximately HKD 3.1 million in revenue and HKD 0.9 million in profit for the period[129] - The Board expects the equipment leasing and hosting services business to contribute stable income and profitability to the Group in the future[129] Business Outlook With the stabilization of the pandemic in China, the Group's core businesses have returned to normal, and the Board is optimistic about the future performance of control systems and building intelligence, particularly the sustained demand for smart building products driven by 5G, IoT, and connected home markets - The Group's core businesses have recovered and fully returned to normal levels, and the Board is optimistic about their future performance[130] - The rapid growth of China's 5G technology, IoT, and connected home smart markets will ensure sustained and stable demand for building intelligence products[130] Future Fundraising and Investment Opportunities The company will continue to explore new investment or M&A opportunities to expand or diversify its business and seek potential fundraising opportunities, such as issuing new shares or convertible securities, to support existing and future investments - The Company will continue to explore new investment or M&A opportunities to expand or diversify its business and generate long-term benefits[133] - The Company continuously seeks and evaluates potential fundraising opportunities, which may include the issuance of new shares or convertible securities[133] Financial Review Revenue increased by 51.5% to HKD 40.0 million, driven by market recovery and control system software projects; gross margin slightly decreased to 28.9% due to chip price increases; other income significantly grew, selling and distribution expenses increased, R&D expenses slightly decreased; loss for the period expanded mainly due to increased expected credit loss provisions - Revenue for the period was approximately HKD 40.0 million, an increase of 51.5% from the prior year, primarily driven by the Control Systems business[134][136] - Gross margin slightly declined to 28.9% (2020: 32.7%), mainly due to increased costs from global chip price increases[138] - Loss attributable to owners of the Company increased by 9.9% to HKD 8.9 million, primarily due to a net provision for expected credit losses of HKD 1.4 million for the period, compared to a net reversal of HKD 3.1 million in the prior year[147] Revenue Revenue for the period was approximately HKD 40.0 million, a 51.5% year-on-year increase, primarily due to market demand recovery and the signing of large software projects in the control systems business Revenue by Business Segment | Segment | 2021 (thousand HKD) | Share (%) | 2020 (thousand HKD) | Share (%) | | :--- | :--- | :--- | :--- | :--- | | Building Intelligence | 13,565 | 34.0 | 11,384 | 43.2 | | Control Systems | 26,385 | 66.0 | 14,983 | 56.8 | | Total | 39,950 | 100.0 | 26,367 | 100.0 | - Significant revenue growth in the Control Systems business was the primary driver of overall revenue increase for the period[136] Cost of Sales Cost of sales increased to HKD 28.4 million, a 60.5% year-on-year increase, consistent with the period's sales growth - Cost of sales increased from HKD 17.7 million to HKD 28.4 million, a 60.5% year-on-year increase[137] Gross Profit and Gross Margin Gross profit increased to HKD 11.5 million, a 33.7% year-on-year rise, but gross margin slightly declined to 28.9%, mainly due to global chip price increases - Gross profit increased from HKD 8.6 million to HKD 11.5 million, a 33.7% year-on-year increase[138] - Gross margin decreased from 32.7% to 28.9%, primarily due to increased costs from global chip price increases[138] Other Income Other income significantly increased to HKD 5.2 million, primarily including net income from equipment leasing and hosting services and a notable increase in VAT refunds - Total other income significantly increased to HKD 5.2 million (2020: HKD 2.7 million)[138] - New net income from equipment leasing and hosting services was approximately HKD 0.9 million, and VAT refunds increased to HKD 1.5 million[138] Selling and Distribution Expenses Selling and distribution expenses increased to HKD 2.9 million, an 81.3% year-on-year rise, mainly due to increased sales and marketing activities during the period - Selling and distribution expenses increased from HKD 1.6 million to HKD 2.9 million, an 81.3% year-on-year increase[139] Administrative and Other Operating Expenses Administrative and other operating expenses were approximately HKD 17.8 million, comparable to approximately HKD 18.0 million in the prior year - Administrative and other operating expenses remained stable, primarily comprising employee costs, depreciation and amortisation, and legal and professional fees[142] Research and Development Expenses Research and development expenses slightly decreased to HKD 2.0 million, a 9.1% year-on-year decline, mainly due to stricter cost control and reduced R&D activities by the Group - Research and development expenses decreased from HKD 2.2 million to HKD 2.0 million, a 9.1% year-on-year decrease[143] Net Expected Credit Loss (Provision) / Reversal A net provision for expected credit losses of HKD 1.4 million was recorded for the period, compared to a net reversal of HKD 3.1 million in the prior year, negatively impacting the current period's loss - A net provision for expected credit losses of HKD 1.4 million was recorded for the period, compared to a net reversal of HKD 3.1 million in the prior year[144] - Impairment provisions for trade receivables and loans and other receivables were HKD 15.3 million and HKD 1.6 million, respectively[144] Finance Costs Finance costs were approximately HKD 2.0 million, comparable to approximately HKD 1.9 million in the prior year - Finance costs, primarily interest expense on bank borrowings, remained stable[145] Loss for the Period Loss attributable to owners of the Company increased to HKD 8.9 million, primarily due to the increase in net expected credit loss provisions - Loss attributable to owners of the Company increased from HKD 8.1 million to HKD 8.9 million, a 9.9% year-on-year increase[147] - The increased loss was primarily attributable to a net provision for expected credit losses of HKD 1.4 million for the period, compared to a net reversal of HKD 3.1 million in the prior year[147] Capital Structure, Liquidity and Financial Resources The Group's funding needs are met through operating cash, bank borrowings, and shareholder contributions; a placement of 162 million new shares raised HKD 39.9 million net proceeds for working capital and future investments, improving both current and debt-to-asset ratios - The Company's issued share capital increased to HKD 298.6 million, comprising 1,194,363,200 shares[148] - A placement of 162,000,000 placement shares was completed, raising net proceeds of approximately HKD 39.9 million, fully utilized for general working capital and investment opportunities[151] Financial Ratios | Indicator | September 30, 2021 | March 31, 2021 | | :--- | :--- | :--- | | Current ratio | 1.2 | 1.0 | | Debt-to-asset ratio | 32% | 44% | Bank Borrowings As at September 30, 2021, the Group's total outstanding bank borrowings remained at HKD 69.0 million, consistent with March 31, 2021 - Total outstanding bank borrowings remained at HKD 69.0 million[153] Pledge of Assets As at September 30, 2021, the Group's land use rights and property, plant and equipment with a total carrying amount of approximately HKD 40.2 million were pledged for bank borrowings - Total carrying amount of pledged assets was approximately HKD 40.2 million, including land use rights and property, plant and equipment[154] Contingent Liabilities As at September 30, 2021, the Group had no significant contingent liabilities - The Group had no significant contingent liabilities at the end of the reporting period[155] Significant Acquisitions and Disposals The company entered into a share subscription agreement to acquire a 3.33% equity interest in Yao Ling Limited for HKD 10,000,000, which was not completed as of the reporting date; no other significant acquisition or disposal transactions occurred during the period - The Company intends to subscribe for a 3.33% equity interest in Yao Ling Limited, involving blockchain and distributed cloud computing systems, for a total consideration of HKD 10,000,000[156] - This share subscription transaction was not completed as of the reporting date[156] Significant Capital Expenditure During the Period Other than disclosed matters, the Group had no significant capital expenditure commitments as at September 30, 2021 - The Group had no significant capital expenditure commitments at the end of the reporting period[157] Exchange Rate Fluctuation Risk The Group's transactions are primarily denominated in RMB, USD, and HKD, with bank deposits held in RMB and HKD, resulting in low foreign currency exchange risk; directors do not anticipate significant adverse impacts from RMB exchange rate fluctuations and have not implemented a formal hedging policy - The Group's transactions and bank deposits are primarily denominated in RMB, USD, and HKD, resulting in low foreign currency exchange risk[158] - Directors do not anticipate that RMB exchange rate fluctuations will have a material adverse impact on operations and have not implemented a formal hedging policy[158] Employees and Remuneration Policy As at September 30, 2021, the Group had 123 employees, with employee costs of approximately HKD 8.8 million, a 14.3% year-on-year increase, mainly due to increased retirement contributions for China employees; the company reviews its remuneration policy annually and provides continuous learning and training programs Employees and Remuneration | Indicator | September 30, 2021 | March 31, 2021 | | :--- | :--- | :--- | | Number of employees | 123 | 133 | | Employee costs (thousand HKD) | 8,800 | 7,700 | | Employee costs year-on-year growth | +14.3% | – | - The increase in employee costs was primarily due to increased retirement contributions for China employees during the period[159] - The Group provides continuous learning and training programs to enhance employee skills and knowledge[160] Other Information This section covers additional disclosures including interim dividends, directors' and major shareholders' interests, share option schemes, and corporate governance practices Interim Dividend The Board resolved not to declare an interim dividend for the six months ended September 30, 2021, consistent with the prior year - The Company did not declare an interim dividend during the reporting period[162] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or its Associated Corporations As at September 30, 2021, Executive Director and CEO Mr. Han Weining held long positions in the company's shares, including a 20.01% equity interest through his controlled corporation Excel Time and a 0.68% beneficial interest personally Directors' Long Positions in Shares | Director Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Han Weining | Interest in controlled corporation | 238,942,059 | 20.01% | | Mr. Han Weining | Beneficial owner | 8,160,000 | 0.68% | - Mr. Han Weining wholly and beneficially owns 20.01% of the equity interest through Excel Time Investments Limited[165] Directors' Rights to Acquire Securities During the review period, no rights to acquire shares or debentures of the company or other body corporate were granted to or exercised by any director, their spouse, or minor children - No rights to acquire company securities were granted to or exercised by directors or their associates during the reporting period[168] Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares / Other Persons as Recorded in the Register Kept Under Section 336 of the Securities and Futures Ordinance As at September 30, 2021, substantial shareholder Excel Time held a 20.01% long position in the company's shares, and Mr. Lam Siu Sun held a 14.95% long position Substantial Shareholders' Long Positions in Shares | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | Excel Time | Beneficial owner | 238,942,059 | 20.01% | | Lam Siu Sun | Beneficial owner | 178,582,400 | 14.95% | - Excel Time is wholly owned by Mr. Han Weining, the CEO and Executive Director[170] Share Option Scheme The company adopted a share option scheme on March 22, 2012, to recognize and incentivize contributions from eligible participants; as at September 30, 2021, no share options remained outstanding under the scheme - The Share Option Scheme aims to recognize and incentivize contributions from eligible participants to the Group[171] - As at the end of the reporting period, there were no outstanding share options under the Share Option Scheme[171] - The total number of shares available for issue is 86,036,320 shares, representing approximately 7.20% of the total issued shares[171] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended September 30, 2021, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - The Company and its subsidiaries did not engage in any purchase, sale, or redemption activities of listed securities during the reporting period[172] Disclosure Pursuant to Rule 13.51B(1) of the Listing Rules The directorship of Mr. Wang Chen, an independent non-executive director, was automatically renewed for three years on June 25, 2021, until June 24, 2024 - The directorship of Mr. Wang Chen, an independent non-executive director, has been automatically renewed for three years[173] Corporate Governance Practices The company adopted the Corporate Governance Code but did not comply with Code Provision A.2 (Chairman vacancy) and E.1.2 (Chairman attendance at AGM) during the period, with the Board actively seeking a suitable candidate for the Chairman position - The Company did not comply with Code Provision A.2 of the Corporate Governance Code, as the position of Chairman of the Board has been vacant since January 3, 2020[175] - The Company did not comply with Code Provision E.1.2 of the Corporate Governance Code, as the Chairman position was vacant, and CEO Mr. Han Weining chaired the 2021 Annual General Meeting[176] - The Board is actively seeking a suitable candidate to fill the vacancy of the Chairman of the Board[175] Standard Code for Securities Transactions by Directors The company adopted the Standard Code as the code of conduct for directors' securities transactions, and all directors confirmed compliance with its trading standards during the reporting period - All directors confirmed compliance with the trading standards set out in the Standard Code for securities transactions during the reporting period[178] Audit Committee The Audit Committee, composed of three independent non-executive directors, is responsible for reviewing and monitoring the Group's financial reporting, risk management, and internal control systems, and has reviewed the unaudited condensed consolidated financial statements for the period - The Audit Committee comprises three independent non-executive directors, with Mr. Lam Ying Hung as Chairman[179] - The Committee has reviewed the financial statements for the period and believes the company has complied with all applicable accounting standards and requirements[179] Sufficiency of Public Float As at September 30, 2021, and up to the date of this report, the company has maintained a sufficient public float as required by the Listing Rules - The Company maintained a sufficient public float as required by the Listing Rules during the reporting period and up to the date of this report[180]