中国万天控股(01854) - 2022 - 中期财报

Company Information This section provides essential corporate details including board composition, authorized representatives, legal advisors, registered office, principal bankers, and stock code Board of Directors and Company Secretary Details the board's composition, including appointments and resignations of directors, and changes in the company secretary - Mr. Xu Guowei was appointed Chairman on August 19, 2021[2] - Mr. Zhong Xueyong was appointed Chief Executive Officer on August 19, 2021, and confirmed on September 29, 2021[2] - Mr. Lau Yau Chuen was appointed Company Secretary on October 21, 2021, with Ms. Yim Sau Ping resigning on the same day[2] Authorized Representatives and Auditor Identifies the company's authorized representatives and external auditor - Mr. Liu Tsz Ching and Mr. Lau Yau Chuen (appointed October 21, 2021) are the authorized representatives[2] - PricewaterhouseCoopers is the company's auditor[2] Legal Advisers and Share Registrar Lists the company's legal advisers in Hong Kong and Cayman Islands, along with its share registrars - Hong Kong legal adviser is Messrs. Chu & Lau[2] - Cayman Islands principal share registrar is Ocorian Trust (Cayman) Limited[2] - Hong Kong share registrar branch is Tricor Investor Services Limited[2] Registered Office and Principal Place of Business Provides the company's registered office address in the Cayman Islands and its principal place of business in Hong Kong - Cayman Islands registered office address is Windward 3, Regatta Office Park, PO Box 1350, Grand Cayman, KY1-1108, Cayman Islands[2] - Principal place of business in Hong Kong is Unit 2106A, 21/F, International Trade Centre, 33 Wang Chiu Road, Kowloon Bay, Hong Kong[2] Principal Bankers and Stock Code Lists the company's principal bankers and its stock code on the Stock Exchange - Principal bankers include OCBC Wing Hang Bank Limited and The Hongkong and Shanghai Banking Corporation Limited[2] - Stock code is 1854[2] Unaudited Condensed Consolidated Financial Statements This section presents the company's unaudited condensed consolidated financial performance, position, equity changes, and cash flows for the reporting period Unaudited Condensed Consolidated Statement of Comprehensive Income The company reported a net loss of HKD 1,378 thousand for the six months ended September 30, 2021, a significant shift from a profit of HKD 161 thousand in the prior year Unaudited Condensed Consolidated Statement of Comprehensive Income for the Six Months Ended September 30, 2021 | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 68,242 | 54,195 | 14,047 | 25.92% | | Cost of sales | (57,070) | (46,098) | (10,972) | 23.80% | | Gross Profit | 11,172 | 8,097 | 3,075 | 37.98% | | Other income | 54 | 2,726 | (2,672) | -98.02% | | Selling and administrative expenses | (11,118) | (9,377) | (1,741) | 18.57% | | Operating (loss)/profit | (803) | 1,169 | (1,972) | -168.70% | | (Loss)/profit and total comprehensive (expense)/income for the period | (1,378) | 161 | (1,539) | -955.90% | | Basic and diluted (loss)/earnings per share (HK cents) | (0.10) | 0.01 | (0.11) | -1100.00% | Unaudited Condensed Consolidated Statement of Financial Position Total assets increased to HKD 180,367 thousand as of September 30, 2021, driven by growth in current assets and a substantial increase in equity from new share issuance Unaudited Condensed Consolidated Statement of Financial Position as at September 30, 2021 | Indicator | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Assets | | | | | | Total non-current assets | 78,339 | 79,790 | (1,451) | -1.82% | | Total current assets | 102,028 | 65,792 | 36,236 | 55.08% | | Total assets | 180,367 | 145,582 | 34,785 | 23.89% | | Equity | | | | | | Equity attributable to owners of the Company | 129,604 | 93,282 | 36,322 | 38.94% | | Non-controlling interests | – | (11) | 11 | -100.00% | | Total equity | 129,604 | 93,271 | 36,333 | 38.95% | | Liabilities | | | | | | Total non-current liabilities | 1,851 | 1,708 | 143 | 8.37% | | Total current liabilities | 48,912 | 50,603 | (1,691) | -3.34% | | Total liabilities | 50,763 | 52,311 | (1,548) | -2.96% | Unaudited Condensed Consolidated Statement of Changes in Equity Total equity significantly increased from HKD 93,271 thousand to HKD 129,604 thousand, primarily due to a HKD 37,800 thousand increase from new share issuance Unaudited Condensed Consolidated Statement of Changes in Equity for the Six Months Ended September 30, 2021 | Indicator | September 30, 2021 (HKD thousands) | April 1, 2021 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Share capital | 15,120 | 12,600 | 2,520 | | Share premium | 82,151 | 46,971 | 35,180 | | Other reserves | 100 | 100 | 0 | | Retained earnings | 32,233 | 33,611 | (1,378) | | Total attributable to owners of the Company | 129,604 | 93,282 | 36,322 | | Non-controlling interests | – | (11) | 11 | | Total equity | 129,604 | 93,271 | 36,333 | | Issue of new shares | 37,800 | – | 37,800 | | Loss for the period | (1,375) | – | (1,375) | Unaudited Condensed Consolidated Statement of Cash Flows Net cash and cash equivalents increased by HKD 29,668 thousand, mainly from HKD 35,029 thousand in financing activities, offsetting outflows from operating and investing activities Unaudited Condensed Consolidated Statement of Cash Flows for the Six Months Ended September 30, 2021 | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | (4,059) | 6,523 | (10,582) | | Net cash used in investing activities | (1,302) | (92) | (1,210) | | Net cash generated from/(used in) financing activities | 35,029 | (2,520) | 37,549 | | Net increase in cash and cash equivalents | 29,668 | 3,911 | 25,757 | | Cash and cash equivalents at end of period | 67,099 | 36,670 | 30,429 | Notes to the Unaudited Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures for the unaudited condensed consolidated financial statements, covering accounting policies, risks, and specific financial items Company Information and Principal Activities The company, an investment holding entity registered in the Cayman Islands, primarily procures, processes, and supplies food ingredients, with recent changes in controlling ownership and public float - The Company is an investment holding company primarily engaged in the procurement, processing, and supply of food ingredients[8] - Jia Yuan Holdings Limited became the direct controlling company with approximately 51.06% equity through share transfer and subscription[9] - The company restored its minimum public float requirement by placing 90,000,000 shares to independent third parties after the offer completion[9] Basis of Preparation and Accounting Estimates The condensed consolidated financial statements are prepared in accordance with HKFRS and Listing Rules, using historical cost convention, with minor amendments adopted for COVID-19 related rent concessions and interest rate benchmark reform - Financial statements are prepared in accordance with all applicable Hong Kong Financial Reporting Standards and the Listing Rules, using the historical cost convention[10] - Amendments related to COVID-19 rent concessions and interest rate benchmark reform were adopted with no significant financial impact[10] Financial Risk Management The company faces credit, liquidity, and interest rate risks, with unchanged risk management policies since the last fiscal year, holding no financial assets or liabilities measured at fair value - The Group is exposed to credit risk, liquidity risk, and interest rate risk, with risk management policies unchanged since the last fiscal year[12] - As of September 30, 2021, the Group did not hold any financial assets or liabilities measured at fair value[13] Segment Information and Revenue The company operates a single segment in Hong Kong, focusing on food ingredient procurement, processing, and supply, with total revenue of HKD 68,242 thousand for the period - The Group operates a single operating segment, primarily engaged in the procurement, processing, and supply of food ingredients in Hong Kong[14] Total Revenue | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue, recognized at a point in time | 68,242 | 54,195 | 14,047 | 25.92% | - Customer A contributed HKD 7,302 thousand in revenue, accounting for over 10% of total revenue[15] Other Income and Expenses Other income significantly decreased to HKD 54 thousand due to the absence of government grants received in the prior period, while inventory costs, transportation, and professional fees increased Other Income | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Miscellaneous income | 54 | 44 | 10 | 22.73% | | Government grants | – | 2,682 | (2,682) | -100.00% | | Total | 54 | 2,726 | (2,672) | -98.02% | Expenses by Nature (Partial) | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Cost of inventories | 43,948 | 33,910 | 10,038 | 29.59% | | Transportation expenses | 5,371 | 4,903 | 468 | 9.54% | | Professional fees | 2,551 | 1,148 | 1,403 | 122.21% | Finance Costs and Income Tax Expense Net finance costs decreased to HKD 356 thousand, mainly due to lower bank borrowing interest, and income tax expense also decreased to HKD 145 thousand, primarily deferred tax Net Finance Costs | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Interest expense on bank borrowings | 378 | 642 | (264) | -41.12% | | Finance costs | 379 | 644 | (265) | -41.15% | | Interest income | (23) | (26) | 3 | -11.54% | | Net finance costs | 356 | 618 | (262) | -42.40% | Income Tax Expense | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Current income tax – current period | – | 252 | (252) | -100.00% | | Deferred income tax | 145 | 87 | 58 | 66.67% | | Income tax expense | 145 | 339 | (194) | -57.23% | (Loss) / Earnings Per Share and Dividends Basic loss per share was HKD 0.10 cents, a decline from earnings of HKD 0.01 cents in the prior year, with no interim dividend proposed (Loss) / Earnings Per Share | Indicator | 2021 (HK cents) | 2020 (HK cents) | Change (HK cents) | | :--- | :--- | :--- | :--- | | Basic and diluted (loss) / earnings per share | (0.10) | 0.01 | (0.11) | - The Board does not recommend the payment of an interim dividend for the six months ended September 30, 2021[23] Property, Plant and Equipment The net book value of property, plant and equipment slightly decreased to HKD 31,407 thousand, as depreciation exceeded additions during the period Net Book Value of Property, Plant and Equipment | Indicator | September 30, 2021 (HKD thousands) | April 1, 2021 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Net book value at beginning of period | 32,513 | 32,513 | 0 | 0.00% | | Additions | 678 | – | 678 | N/A | | Depreciation | (1,784) | – | (1,784) | N/A | | Net book value at end of period | 31,407 | 32,513 | (1,106) | -3.40% | Interests in a Joint Venture The company holds a 50% interest in Chung Hei International Investment Limited, a baking product manufacturer, with its share of loss reducing the equity book value to HKD 201 thousand - The Group holds a 50% interest in Chung Hei International Investment Limited, primarily engaged in the production of baking products[29] Interests in a Joint Venture | Indicator | September 30, 2021 (HKD thousands) | April 1, 2021 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | At beginning of period | 275 | 275 | 0 | | Share of loss for the period | (74) | – | (74) | | At end of period | 201 | 275 | (74) | Trade Receivables, Prepayments and Deposits Total trade receivables increased to HKD 26,704 thousand, primarily from third-party customers, with a loss allowance of HKD 7,071 thousand, and a significant portion over 120 days old Trade Receivables | Indicator | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Trade receivables | 33,775 | 25,907 | 7,868 | 30.37% | | Less: Loss allowance | (7,071) | (6,160) | (911) | 14.79% | | Net | 26,704 | 19,747 | 6,957 | 35.23% | Ageing Analysis of Trade Receivables | Ageing | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | 1 to 30 days | 10,863 | 9,220 | 1,643 | 17.82% | | 31 to 60 days | 5,220 | 3,991 | 1,229 | 30.79% | | 61 to 90 days | 1,703 | 1,538 | 165 | 10.73% | | 91 to 120 days | 2,510 | 1,289 | 1,221 | 94.72% | | Over 120 days | 13,479 | 9,869 | 3,610 | 36.58% | | Total | 33,775 | 25,907 | 7,868 | 30.37% | Share Capital and Borrowings Issued share capital increased to 1,512,000 thousand shares due to new share issuance, while total bank borrowings decreased to HKD 40,734 thousand, secured by company guarantees and assets Issued and Fully Paid Share Capital | Indicator | Number of Shares (thousands) | Face Value (HKD thousands) | | :--- | :--- | :--- | | As at March 31, 2021 | 1,260,000 | 12,600 | | New shares issued upon completion of share subscription | 252,000 | 2,520 | | As at September 30, 2021 | 1,512,000 | 15,120 | Total Borrowings | Indicator | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Bank borrowings repayable within one year | 5,404 | 5,353 | 51 | 0.95% | | Bank borrowings repayable after one year | 35,330 | 38,042 | (2,712) | -7.13% | | Total borrowings | 40,734 | 43,395 | (2,661) | -6.13% | - Bank borrowings are secured by company guarantees, buildings of approximately HKD 15,418 thousand, and right-of-use assets of approximately HKD 40,940 thousand[36] Trade Payables, Accruals and Other Payables Total trade payables increased to HKD 4,992 thousand, mainly to third parties, with accruals and other payables totaling HKD 3,174 thousand Trade Payables | Indicator | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Related parties | 5 | 7 | (2) | -28.57% | | Third parties | 4,987 | 3,886 | 1,101 | 28.33% | | Total | 4,992 | 3,893 | 1,099 | 28.23% | Ageing Analysis of Trade Payables | Ageing | September 30, 2021 (HKD thousands) | March 31, 2021 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | 0 to 30 days | 4,099 | 3,144 | 955 | | 31 to 60 days | 854 | 684 | 170 | | 61 to 90 days | 19 | 65 | (46) | | Over 90 days | 20 | – | 20 | | Total | 4,992 | 3,893 | 1,099 | Commitments and Related Party Transactions The company had no significant commitments, with related party transactions including sales to Wing Cheong Fu Limited and purchases from Au Kit Ying, alongside key management compensation - As of September 30, 2021, the Group had no significant commitments[39] Continuing Connected Transactions | Transaction Type | Related Party | 2021 (HKD thousands) | 2020 (HKD thousands) | Change (HKD thousands) | Change Rate | | :--- | :--- | :--- | :--- | :--- | :--- | | Sale of goods | Wing Cheong Fu Limited | 329 | 269 | 60 | 22.30% | | Purchase of goods | Au Kit Ying | 10 | 33 | (23) | -69.70% | Key Management Compensation | Indicator | 2021 (HKD thousands) | 2020 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Wages, salaries and allowances | 1,612 | 1,612 | 0 | | Retirement benefit costs | 18 | 18 | 0 | | Total | 1,630 | 1,630 | 0 | Approval of Financial Statements The Board of Directors approved and authorized the publication of the unaudited condensed interim financial statements on November 23, 2021 - The Board approved and authorized the publication of the unaudited condensed interim financial statements on November 23, 2021[43] Management Discussion and Analysis This section provides an overview of the company's operational performance, financial results, and strategic outlook, including a comparison of business objectives and liquidity Business Review and Outlook The company, primarily an food ingredient supplier, recorded a net loss of approximately HKD 1.4 million, influenced by reduced government grants and professional fees, while planning to expand into the Greater Bay Area - The Group primarily procures, processes, and supplies food ingredients, specializing in vegetables and fruits for Hong Kong catering operators[44] - A net loss of approximately HKD 1.4 million was recorded for the six months ended September 30, 2021, compared to a net profit of approximately HKD 0.2 million in the prior year, mainly due to reduced non-recurring government grants and professional fees from the offer[44] - The company plans to change its name to "China Wantian Holdings Limited" and actively explore business potential in the Greater Bay Area while consolidating its existing food ingredient business[45] Financial Review This section reviews the company's financial performance, including revenue, cost of sales, gross profit, other income, selling and administrative expenses, and period loss, analyzing key changes Revenue and Cost of Sales Revenue increased by 25.8% to HKD 68.2 million, driven by improved catering conditions, with cost of sales rising 23.9% to HKD 57.1 million - Revenue was approximately HKD 68.2 million, an increase of approximately 25.8% compared to the prior year, mainly due to significant improvement in the catering business environment[46] - Cost of sales was approximately HKD 57.1 million, an increase of approximately 23.9% compared to the prior year, consistent with revenue growth[47] Gross Profit and Gross Margin Gross profit increased by 38.3% to HKD 11.2 million, with gross margin improving by 1.5 percentage points to 16.4%, reflecting effective cost management - Gross profit was approximately HKD 11.2 million, an increase of approximately 38.3% compared to the prior year[48] - Gross margin was approximately 16.4%, an increase of approximately 1.5 percentage points compared to the prior year, mainly due to effective cost management measures[48] Other Income Other income significantly decreased to HKD 54 thousand due to the absence of non-recurring government grants received in the prior period - Other income was approximately HKD 54 thousand, a significant decrease from approximately HKD 2.7 million in the prior year[50] - The decrease was mainly due to the absence of non-recurring government grants of approximately HKD 2.7 million (Employment Support Scheme under the Anti-epidemic Fund) received in the prior period[50] Selling and Administrative Expenses Selling and administrative expenses increased by 18.1% to HKD 11.1 million, primarily due to approximately HKD 1.1 million in professional fees incurred for the offer - Selling and administrative expenses were approximately HKD 11.1 million, an increase of approximately 18.1% compared to the prior year[51] - The increase was mainly due to professional fees of approximately HKD 1.1 million incurred for the offer during the six months ended September 30, 2021[51] (Loss) / Profit for the Period The company recorded a loss of approximately HKD 1.4 million for the period, a reversal from a profit of approximately HKD 0.2 million in the prior year - For the six months ended September 30, 2021, the Group recorded a loss of approximately HKD 1.4 million, compared to a profit of approximately HKD 0.2 million in the prior year[52] Comparison of Business Objectives with Actual Progress Of the approximately HKD 47.8 million net proceeds from listing, approximately HKD 47.6 million has been utilized for new processing facilities, human resources, logistics, and sales channels, with the remaining HKD 0.2 million expected to be used by December 31, 2022 - Net proceeds from listing were approximately HKD 47.8 million, with approximately HKD 47.6 million utilized as of September 30, 2021[54][56] Use of Net Proceeds from Listing | Planned Use | Planned Use (HKD millions) | Actual Use (HKD millions) | Unutilized (HKD millions) | | :--- | :--- | :--- | :--- | | Acquisition of new processing base, facilities and equipment | 23.7 | 23.7 | – | | Further enhancement of human resources | 9.1 | 9.1 | – | | Expansion of logistics team | 9.7 | 9.7 | – | | Improvement of sales channels | 0.5 | 0.3 | 0.2 | | General working capital | 4.8 | 4.8 | – | | Total | 47.8 | 47.6 | 0.2 | - The remaining unutilized net proceeds of HKD 0.2 million are expected to be utilized on or before December 31, 2022[57] Share Subscription and Use of Net Proceeds The company raised approximately HKD 37.7 million net proceeds from share subscription to expand its capital base, with HKD 0.5 million used for bank loan repayment and the remaining HKD 37.2 million planned for use by December 31, 2022 - Net proceeds of approximately HKD 37.7 million were raised from the share subscription to introduce new capital and broaden the capital base[58] Use of Net Proceeds from Share Subscription | Planned Use | Planned Use (HKD millions) | Actual Use (HKD millions) | Unutilized (HKD millions) | | :--- | :--- | :--- | :--- | | Repayment of bank loans | 22.0 | 0.5 | 21.5 | | Opening of two retail stores | 10.0 | – | 10.0 | | General working capital | 5.7 | – | 5.7 | | Total | 37.7 | 0.5 | 37.2 | - As of September 30, 2021, approximately HKD 37.2 million of the net proceeds from the share subscription remained unutilized and is expected to be used on or before December 31, 2022[58] Liquidity and Financial Resources The company funds its operations through cash generated from operations and bank borrowings, maintaining a sound financial position with approximately HKD 40.7 million in bank borrowings and HKD 67.1 million in cash and cash equivalents - The Group primarily funds its liquidity and capital requirements through cash generated from operations and bank borrowings[60] - As of September 30, 2021, bank borrowings were approximately HKD 40.7 million, and cash and cash equivalents were approximately HKD 67.1 million[60] - The Directors believe the Group's financial position is sound, enabling expansion of its core business and achievement of its objectives[60] Gearing Ratio and Pledged Assets The gearing ratio decreased to approximately 31.4% due to new share issuance, with approximately HKD 56.4 million in right-of-use assets pledged for bank financing - As of September 30, 2021, the gearing ratio decreased to approximately 31.4% (March 31, 2021: approximately 46.5%)[61] - The Group pledged leasehold land and buildings under right-of-use assets with a net book value of approximately HKD 56.4 million to secure bank financing[62] Material Investments and Future Plans As of September 30, 2021, the company had no material investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures, nor any plans for significant capital assets - As of September 30, 2021, the Group had no material investments representing 5% or more of its total assets[62] - During the reporting period, the Group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures, nor any other plans for material investments or capital assets[62] Foreign Exchange Risk and Treasury Policy The company primarily transacts in HKD and does not face significant foreign exchange risk, thus having no hedging policy, while maintaining a prudent treasury approach for cash and liquidity - The Group's transactions are mostly settled in HKD, and the Directors believe there is no significant foreign exchange risk, thus no hedging policy is currently in place[63] - The Directors will continue to follow a prudent policy in managing the Group's cash balances and maintaining sound liquidity[64] Contingent Liabilities and Commitments As of September 30, 2021, the company had no material contingent liabilities, significant lease commitments, or capital commitments for property, plant, and equipment - As of September 30, 2021, the Group had no material contingent liabilities[65] - As of September 30, 2021, the Group had no material lease commitments or capital commitments for the acquisition of property, plant and equipment[66] Employee Information The company had 76 employees in Hong Kong, a decrease from 83 in the prior year, with total staff costs of approximately HKD 8.7 million based on qualifications, duties, and performance - As of September 30, 2021, the Group had 76 employees based in Hong Kong (September 30, 2020: 83 employees)[68] - Total staff costs for the six months ended September 30, 2021, were approximately HKD 8.7 million[68] Interim Dividend The Board of Directors does not recommend the payment of an interim dividend for the six months ended September 30, 2021 - The Board does not recommend the payment of an interim dividend for the six months ended September 30, 2021[69] Events After the Reporting Period This section details significant events that occurred after the reporting period, including proposed company name changes, public float restoration, and changes in key personnel and office location Proposed Change of Company Name and Amendments to Articles of Association The company proposed changing its English name to "China Wantian Holdings Limited" and its Chinese name to "中国万天控股有限公司," with these changes approved by shareholders and registered in the Cayman Islands - The company proposed changing its English name to "China Wantian Holdings Limited" and its Chinese name to "中国万天控股有限公司"[70] - The proposed change of company name and amendments to the Articles of Association were approved by shareholders on November 3, 2021[70] - The Registrar of Companies in the Cayman Islands issued the Certificate of Change of Name on November 5, 2021[70] Sufficient Public Float Following the offer, the company initially failed to meet the minimum public float requirement but restored it through a placement of 90,000,000 shares by Jia Yuan, after receiving a temporary waiver from the Stock Exchange - Immediately after the close of the offer, the company failed to meet the minimum public float requirement under Listing Rule 8.08(1)(a)[71] - The Stock Exchange granted a temporary waiver on September 24, 2021[71] - The company restored its minimum public float requirement after Jia Yuan completed the placement of 90,000,000 shares on October 19, 2021[71] Change of Company Secretary and Authorized Representatives Ms. Yim Sau Ping resigned as company secretary, authorized representative, and financial controller on October 21, 2021, with Mr. Lau Yau Chuen appointed to these roles on the same day - Ms. Yim Sau Ping resigned as company secretary, authorized representative, and financial controller on October 21, 2021[72] - Mr. Lau Yau Chuen was appointed company secretary, authorized representative, and chief financial officer effective October 21, 2021[72] Change of Principal Place of Business in Hong Kong The company's principal place of business in Hong Kong changed to Unit 2106A, 21/F, International Trade Centre, 33 Wang Chiu Road, Kowloon Bay, Hong Kong, effective October 4, 2021 - The principal place of business in Hong Kong changed to Unit 2106A, 21/F, International Trade Centre, 33 Wang Chiu Road, Kowloon Bay, Hong Kong, effective October 4, 2021[73] Other Information This section covers additional corporate governance and disclosure items, including directors' and substantial shareholders' interests, securities dealings, and corporate governance practices Directors' and Chief Executive's Interests As of September 30, 2021, directors and the chief executive held interests in the company's shares, with Mr. Xu Guowei and Mr. Zhong Xueyong deemed to hold 67.27% through Jia Yuan, and Mr. Liu Tsz Ching holding 13.23% through Classic Line Directors' and Chief Executive's Long Positions in Ordinary Shares and Related Shares | Director Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Xu Guowei | Member of a group of parties acting in concert | 1,017,080,000 | 67.27% | | Mr. Zhong Xueyong | Member of a group of parties acting in concert | 1,017,080,000 | 67.27% | | Mr. Liu Tsz Ching | Interest of controlled corporation | 200,000,000 | 13.23% | - Mr. Xu Guowei and Mr. Zhong Xueyong are deemed to have interests in shares held by Jia Yuan[75] - Mr. Liu Tsz Ching is deemed to have interests in shares held by Classic Line, which is wholly owned by him[76] Substantial Shareholders' Interests As of September 30, 2021, Jia Yuan, as beneficial owner and a party acting in concert, held 1,017,080,000 shares (67.27%), with other entities and individuals deemed to hold similar interests Substantial Shareholders' and Other Persons' Long Positions in Ordinary Shares and Related Shares | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Jia Yuan | Beneficial owner/Member of a group of parties acting in concert | 1,017,080,000 | 67.27% | | Classic Line | Beneficial owner | 200,000,000 | 13.23% | | Ms. Hu Shu Chun | Interest of spouse | 200,000,000 | 13.23% | - Jia Yuan is 81% owned by China Wantian International, which is 60% owned by Wise Global (wholly owned by Mr. Xu) and 40% owned by Yong Xing (wholly owned by Mr. Zhong)[79] - Multiple entities and individuals are deemed to be parties acting in concert with Jia Yuan, holding the same number of shares[80] Dealings in Listed Securities Neither the company nor its subsidiaries bought or redeemed any of its listed securities during the six months ended September 30, 2021 - Neither the company nor any of its subsidiaries bought or redeemed any of the company's listed securities during the six months ended September 30, 2021[81] Changes in Directors' Information Mr. Liu Tsz Ching was re-designated from Chairman to Vice Chairman on August 19, 2021, and Mr. Zhong Xueyong was appointed Chief Executive Officer on September 29, 2021 - Mr. Liu Tsz Ching was re-designated from Chairman to Vice Chairman of the Board effective August 19, 2021[82] - Mr. Zhong Xueyong was appointed Chief Executive Officer of the company effective September 29, 2021[82] Competing Interests and Conflicts of Interest No directors, controlling shareholders, or their close associates engaged in any business competing with the Group or had any conflicts of interest during the six months ended September 30, 2021 - During the six months ended September 30, 2021, no directors, controlling shareholders, or substantial shareholders, or their respective close associates, engaged in any business competing or likely to compete with the Group's business, or had any other conflicts of interest with the Group[83] Directors' Securities Transactions All directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers during the six months ended September 30, 2021, with no non-compliance incidents - All Directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules, with no non-compliance incidents during the six months ended September 30, 2021[84] Share Option Scheme The company adopted a share option scheme on September 26, 2016, to attract and retain talent, with no options granted, exercised, cancelled, lapsed, or outstanding during the reporting period - The company adopted a share option scheme by resolution on September 26, 2016, to attract and retain competent personnel and provide additional incentives[85] - The share option scheme stipulates a maximum limit of 10% for shares granted and a 1% limit for any single participant[86] - During the six months ended September 30, 2021, no share options were granted, exercised, cancelled, lapsed, or expired, and there were no outstanding share options under the scheme[88] Corporate Governance Practices The company maintains high corporate governance standards and generally complied with the Corporate Governance Code, with minor deviations regarding independent non-executive directors' and committee chairpersons' attendance at the AGM - The company has adopted sound corporate governance principles and is committed to achieving and maintaining a high level of corporate governance[89] - The company complied with the Corporate Governance Code, with deviations from Code Provisions A.6.7 and E.1.2 regarding the attendance of independent non-executive directors and committee chairpersons at the Annual General Meeting[90] Audit Committee The Audit Committee, established on September 26, 2016, and chaired by Mr. Ng Kei Man, reviewed the unaudited condensed consolidated financial statements for the period, confirming compliance with accounting standards and Listing Rules - The Audit Committee was established on September 26, 2016, comprising three independent non-executive directors, with Mr. Ng Kei Man as Chairman[91] - The Audit Committee reviewed the unaudited condensed consolidated financial statements for the six months ended September 30, 2021, confirming compliance with applicable accounting standards and Listing Rules, with adequate disclosures[91]