Company Information and Report Statement GEM Market Characteristics and Disclaimer The GEM market offers listing for SMEs with high investment risks and volatility, with the Stock Exchange disclaiming responsibility and directors ensuring report accuracy - The GEM market targets small and medium-sized companies, characterized by high investment risks, market volatility, and no guaranteed liquidity1 - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited bear no responsibility for the contents of this report1 - The company's directors jointly and individually assume full responsibility for the report's information, confirming its accuracy, completeness, and absence of misleading or fraudulent content1 Company Overview Optima Strategic Holdings Limited, incorporated in the Cayman Islands in 2016 and listed on GEM in 2017, focuses on investment holding and advertising display services - The company was incorporated in the Cayman Islands on June 28, 2016, and listed on GEM of HKEX on January 5, 20175 - The Group's principal activities are investment holding and providing advertising display services5 Basis of Preparation of Financial Statements The Group's unaudited condensed consolidated financial statements for the three months ended June 30, 2021, were prepared under HKFRS and HK Companies Ordinance, and reviewed by the audit committee - The financial statements are unaudited but have been reviewed by the company's audit committee6 - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and GEM Listing Rules disclosure requirements, presented in Hong Kong Dollars67 Adoption of Hong Kong Financial Reporting Standards The Group adopted several new or revised HKFRS, effective from June 1, 2020, impacting assets, liabilities, and revenue recognition - The Group has applied several new or revised Hong Kong Financial Reporting Standards that are mandatorily effective for annual periods beginning on or after June 1, 20209 - Adopted standards include amendments to HKAS 16, HKAS 37, HKFRS 3, HKFRS 16, HKFRS 9, covering proceeds before intended use, onerous contracts, conceptual framework, Covid-19 related rent concessions, and interest rate benchmark reform9 Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the three months ended June 30, 2021, Group revenue decreased to HK$11,799 thousand, with loss for the period expanding to HK$1,080 thousand and basic and diluted loss per share at HK$0.15 cents Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Item | Three Months Ended June 30, 2021 (HK$ Thousand) | Three Months Ended June 30, 2020 (HK$ Thousand) | Change (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 11,799 | 12,523 | (724) | -5.8% | | Cost of sales | (7,334) | (8,248) | 914 | -11.1% | | Gross profit | 4,465 | 4,275 | 190 | 4.4% | | Other income and gains, net | 369 | 1,149 | (780) | -67.9% | | Selling expenses | (1,702) | (1,411) | (291) | 20.6% | | Administrative expenses | (3,789) | (3,817) | 28 | -0.7% | | Finance costs | (363) | (360) | (3) | 0.8% | | Loss before income tax expense | (1,020) | (164) | (856) | 522.0% | | Income tax expense | (60) | (134) | 74 | -55.2% | | Loss and total comprehensive income for the period | (1,080) | (298) | (782) | 262.4% | | Loss for the period attributable to owners of the company | (1,107) | (269) | (838) | 311.5% | | Basic and diluted loss per share (HK Cents) | (0.15) | (0.04) | (0.11) | 275.0% | Condensed Consolidated Statement of Changes in Equity Total equity attributable to owners decreased to HK$51,944 thousand as of June 30, 2021, primarily due to a HK$1,107 thousand loss for the period Condensed Consolidated Statement of Changes in Equity | Item | June 30, 2021 (HK$ Thousand) | April 1, 2021 (HK$ Thousand) | June 30, 2020 (HK$ Thousand) | April 1, 2020 (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Share capital | 7,200 | 7,200 | 7,200 | 7,200 | | Share premium | 35,371 | 35,371 | 35,371 | 35,371 | | Other reserves | (90) | (90) | (90) | (90) | | Retained earnings | 9,463 | 10,570 | 14,993 | 15,262 | | Total attributable to owners of the company | 51,944 | 53,051 | 57,474 | 57,743 | | Non-controlling interests | (287) | (314) | 101 | 130 | | Total equity | 51,657 | 52,737 | 57,575 | 57,873 | - Loss for the period attributable to owners of the company was HK$1,107 thousand, leading to a decrease in total equity3 Notes to the Financial Statements Revenue The Group's revenue, primarily from Hong Kong advertising display services, totaled HK$11,799 thousand for the three months ended June 30, 2021, a 5.8% decrease due to reduced minibus advertising and catering business - Revenue primarily originates from the Hong Kong market, with all revenue recognized over time11 - For the three months ended June 30, 2021, total revenue was HK$11,799 thousand, representing a 5.8% year-on-year decrease11 Disaggregation of Revenue Revenue is disaggregated by market, service, and timing, with Hong Kong as the sole market, advertising display as core, and minibus advertising as the largest contributor despite a decline in catering services Revenue by Major Service Type | Major Service Type | Three Months Ended June 30, 2021 (HK$ Thousand) | Three Months Ended June 30, 2020 (HK$ Thousand) | Change (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Advertising display services - Minibus | 11,011 | 11,783 | (772) | -6.55% | | Advertising display services - Taxi | 352 | 325 | 27 | 8.31% | | Advertising display services - Others | 67 | 43 | 24 | 55.81% | | Advertising display services - Hospitals and clinics | 195 | 70 | 125 | 178.57% | | Advertising display services - Smart lockers | 30 | 58 | (28) | -48.28% | | Total advertising display services | 11,655 | 12,279 | (624) | -5.08% | | Catering services | 144 | 244 | (100) | -40.98% | | Total | 11,799 | 12,523 | (724) | -5.78% | Geographical Information All Group revenue and specified non-current assets are concentrated in Hong Kong, its country of domicile Geographical Information | Item | June 30, 2021 (HK$ Thousand) | June 30, 2020 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue from external customers (Hong Kong) | 11,799 | 12,523 | | Specified non-current assets (Hong Kong) | 38,105 | N/A | - The Group considers Hong Kong its country of domicile, with all revenue and specified non-current assets originating from Hong Kong1214 Segment Information The Group operates four reportable segments: transport, healthcare, logistics advertising, and catering, with transport being the main contributor, while logistics advertising and catering show negative gross profit, and performance is assessed by revenue and gross profit - The Group has four reportable operating segments: transport business, healthcare business, logistics advertising business, and catering business16 - The chief operating decision maker primarily assesses segment performance based on revenue and gross profit for each operating segment, with corporate and other unallocated expenses not included in segment performance measurement17 Segment Revenue and Gross Profit | Segment | Three Months Ended June 30, 2021 Revenue (HK$ Thousand) | Three Months Ended June 30, 2021 Gross Profit (HK$ Thousand) | Three Months Ended June 30, 2020 Revenue (HK$ Thousand) | Three Months Ended June 30, 2020 Gross Profit (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Transport business | 11,430 | 4,367 | 12,151 | 4,373 | | Healthcare business | 195 | 137 | 70 | 45 | | Logistics advertising business | 30 | 5 | 58 | 30 | | Catering business | 144 | (44) | 244 | (173) | | Total | 11,799 | 4,465 | 12,523 | 4,275 | Other Income and Gains, Net Other income and gains, net, decreased significantly to HK$369 thousand for the three months ended June 30, 2021, a 67.9% reduction, mainly due to the absence of prior-year government grants Other Income and Gains, Net | Item | Three Months Ended June 30, 2021 (HK$ Thousand) | Three Months Ended June 30, 2020 (HK$ Thousand) | Change (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Bank interest income | 19 | 81 | (62) | -76.5% | | Gain on disposal of property, plant and equipment | – | 1 | (1) | -100.0% | | Gain on disposal of motor vehicles | 1 | – | 1 | N/A | | Net exchange gain | 27 | 30 | (3) | -10.0% | | Gain on lease modification | 4 | 263 | (259) | -98.5% | | Government grants | – | 753 | (753) | -100.0% | | Others | 318 | 21 | 297 | 1414.3% | | Total | 369 | 1,149 | (780) | -67.9% | - The prior period in 2020 included HK$673 thousand in Employment Support Scheme government grants and HK$80 thousand in Food and Environmental Hygiene Department subsidies, with no such income in the current period22 Finance Costs The Group's finance costs, mainly interest on lease liabilities, remained stable at approximately HK$360-363 thousand in both periods Finance Costs | Item | Three Months Ended June 30, 2021 (HK$ Thousand) | Three Months Ended June 30, 2020 (HK$ Thousand) | | :--- | :--- | :--- | | Interest on lease liabilities | 363 | 360 | Income Tax Expense Income tax expense for the three months ended June 30, 2021, decreased to HK$60 thousand, with Hong Kong profits tax on a two-tiered rate and no deferred tax for offshore entities Income Tax Expense | Item | Three Months Ended June 30, 2021 (HK$ Thousand) | Three Months Ended June 30, 2020 (HK$ Thousand) | Change (HK$ Thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Hong Kong profits tax | 60 | 134 | (74) | -55.2% | - Hong Kong profits tax is calculated at 8.25% for the first HK$2 million and 16.5% for amounts above that25 - Companies registered in the Cayman Islands and British Virgin Islands are tax-exempt, with no deferred tax recognized25 Loss Per Share Basic and diluted loss per share attributable to owners was HK$0.15 cents for the three months ended June 30, 2021, an increase from the prior year, with no dilutive ordinary shares Loss Per Share | Item | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | | :--- | :--- | :--- | | Loss for the purpose of calculating basic and diluted loss per share (HK$ Thousand) | (1,107) | (269) | | Weighted average number of ordinary shares (Thousand Shares) | 720,000 | 720,000 | | Basic and diluted loss per share (HK Cents) | (0.15) | (0.04) | - There were no potential dilutive ordinary shares during the reporting period, hence basic and diluted loss per share are identical27 Dividends The Board does not recommend an interim dividend for the three months ended June 30, 2021, consistent with the prior year - The Board does not recommend the payment of an interim dividend for the three months ended June 30, 202128 Management Discussion and Analysis Business Review The Group continues outdoor advertising, expanding into new ventures like used car trading and a Lantau bus advertising agreement, while its catering business shifted to franchising, and corporate bond investments aim to diversify income - Minibus advertising gross profit margin increased from approximately 36.3% in the prior period of 2020 to approximately 38.6% in the current period of 2021, primarily due to concessionary contract fees and higher utilization of in-house printing equipment30 - The Honey Ma Ma brand catering business has transitioned to a franchise model, where the Group will collect franchise fees and retain the right to open new retail stores in the future30 - A new used private car trading business has commenced, with approximately HK$3.2 million in inventory acquired, aiming to broaden revenue streams30 - An exclusive advertising agreement has been reached with a Lantau Island franchised bus operator, commencing September 1, 2021, covering no less than 88 buses31 - Invested in two corporate bonds totaling approximately HK$7.2 million, aiming to diversify income sources and provide stable investment returns3133 Financial Review Total revenue decreased by 5.6% to HK$11.8 million, with gross profit margin improving to 37.8% despite increased selling expenses, and loss for the period expanding to HK$1.1 million due to the absence of government grants - Total revenue decreased by 5.6% year-on-year to HK$11.8 million, primarily due to reduced minibus advertising and catering business revenue34 - Cost of sales decreased by 11.0%, and gross profit margin increased by 3.7 percentage points to 37.8%37 - Loss attributable to owners of the company expanded to HK$1.1 million, mainly due to the absence of government grants in the current period41 Revenue Total revenue decreased by 5.6%, with minibus advertising down 6.8% to HK$11.0 million, while private hospital media revenue increased, logistics advertising decreased, and catering revenue fell due to franchising - Minibus advertising revenue decreased by 6.8% to HK$11.0 million, primarily due to reduced direct client revenue34 - Private hospital and clinic media revenue increased from HK$0.1 million to HK$0.2 million, mainly due to an increase in direct clients34 - Logistics advertising business revenue decreased to HK$30 thousand, attributed to cautious advertising review leading to approval delays and reduced advertiser interest34 - Catering business revenue decreased as retail store leases expired and the business transitioned to a franchise model35 Cost of Sales and Gross Profit Margin Cost of sales decreased by 11.0% to HK$7.3 million due to reduced revenue and minibus advertising concessions, leading to a gross profit margin increase from 34.1% to 37.8% - Cost of sales decreased by 11.0% to HK$7.3 million, primarily due to reduced revenue and minibus advertising contract fee concessions37 - Gross profit margin increased by 3.7 percentage points to 37.8%, with minibus advertising gross profit margin rising from 36.3% to 38.6%37 Selling Expenses Selling expenses increased to HK$1.7 million due to heightened market activities post-COVID-19 and a more aggressive sales commission plan - Selling expenses increased to HK$1.7 million due to increased market activities and adjustments to the sales commission scheme38 Administrative Expenses Administrative expenses slightly decreased by approximately HK$28 thousand, primarily due to reduced directors' remuneration after an executive director's resignation - Administrative expenses slightly decreased by approximately HK$28 thousand, mainly due to a reduction in directors' remuneration following the resignation of an executive director39 Finance Costs Finance costs remained stable at approximately HK$0.4 million - Finance costs remained unchanged at approximately HK$0.4 million40 Loss Attributable to Owners of the Company Loss attributable to owners expanded from HK$0.3 million to HK$1.1 million, primarily due to the absence of government grants - Loss attributable to owners of the company expanded to HK$1.1 million, mainly due to the absence of government grants in the current period41 Outlook The Group holds cautious optimism for Hong Kong's uneven economic recovery, expecting consumption vouchers to boost advertising, while new Lantau bus partnerships and the 'Lantau Tomorrow Vision' plan aim to diversify and stabilize revenue - Hong Kong's economy is gradually recovering, but overall economic activity remains below pre-recession levels, with the pandemic and social distancing rules continuing to affect certain sectors43 - The consumption voucher scheme is expected to stimulate local consumption, thereby encouraging advertisers to utilize outdoor advertising platforms43 - The Group will commence a new partnership with a Lantau Island franchised bus operator from September 2021, expanding its transport media platform coverage and potentially generating more stable income43 - Optimistic about the 'Lantau Tomorrow Vision' development plan, believing Lantau Island will become a new core business district in western Hong Kong43 Shareholder and Corporate Governance Information Directors' and Chief Executive's Interests As of June 30, 2021, directors Ms. Chau Wai Chu and Mr. Sze Kwun Ku held 38.70% and 13.05% of the company's shares respectively, through beneficial and controlled corporation interests Directors' and Chief Executive's Interests in Shares | Name of Director | Capacity/Nature of Interest | Number and Class of Securities | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Ms. Chau Wai Chu | Beneficial owner | 278,640,000 ordinary shares (L) | 38.70% | | Ms. Chau Wai Chu | Interest in controlled corporation | 278,640,000 ordinary shares (L) | 38.70% | | Mr. Sze Kwun Ku | Beneficial owner | 93,960,000 ordinary shares (L) | 13.05% | | Mr. Sze Kwun Ku | Interest in controlled corporation | 93,960,000 ordinary shares (L) | 13.05% | - Ms. Chau Wai Chu indirectly holds 38.70% of the company's shares through her wholly-owned Goldcore Global Investments Limited47 - Mr. Sze Kwun Ku indirectly holds 13.05% of the company's shares through his wholly-owned Silver Pro Investments Limited47 Substantial Shareholders' Interests As of June 30, 2021, Goldcore Global, AL Capital, and Silver Pro were substantial shareholders, holding 38.70%, 19.44%, and 13.05% respectively, with indirect holdings by Ms. Chau Wai Chu, Mr. Lau Chi Shing, and Mr. Sze Kwun Ku Substantial Shareholders' Interests in Shares | Name of Shareholder/Person | Capacity/Nature of Interest | Number and Class of Securities | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Goldcore Global Investments Limited | Beneficial owner | 278,640,000 ordinary shares (L) | 38.70% | | Ms. Chau Wai Chu | Interest in controlled corporation | 278,640,000 ordinary shares (L) | 38.70% | | AL Capital Limited | Beneficial owner | 139,968,000 ordinary shares (L) | 19.44% | | Mr. Lau Chi Shing | Interest in controlled corporation | 139,968,000 ordinary shares (L) | 19.44% | | Silver Pro Investments Limited | Beneficial owner | 93,960,000 ordinary shares (L) | 13.05% | | Mr. Sze Kwun Ku | Interest in controlled corporation | 93,960,000 ordinary shares (L) | 13.05% | | Ms. Chu Sau Kuen | Spouse's interest | 93,960,000 ordinary shares (L) | 13.05% | - Ms. Chau Wai Chu wholly owns Goldcore, Mr. Lau Chi Shing wholly owns AL Capital, and Mr. Sze Kwun Ku wholly owns Silver Pro56 Dealings in Listed Securities Neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities during the three months ended June 30, 2021 - Neither the company nor its subsidiaries engaged in any purchase, sale, or redemption of listed securities during the reporting period54 Share Option Scheme The company adopted a share option scheme on December 19, 2016, for incentive purposes, with no unexercised, granted, exercised, cancelled, or lapsed options as of June 30, 2021 - The company adopted a share option scheme on December 19, 2016, aimed at incentivizing and rewarding participants who contribute to the company55 - As of June 30, 2021, there were no unexercised share options under the scheme, nor were any share options granted, exercised, cancelled, or lapsed55 Competing Interests No directors, subsidiary directors, controlling shareholders, or their associates had competing interests or conflicts with the Group's business during the three months ended June 30, 2021 - During the reporting period, no directors, subsidiary directors, controlling shareholders, or their close associates had any interests that competed with or conflicted with the Group's business57 Directors' Securities Transactions The company adopted GEM Listing Rules' required standard for directors' securities transactions, with all directors confirming full compliance during the reporting period - The company has adopted the required standard of dealings under the GEM Listing Rules, and all directors confirmed full compliance58 Compliance with Corporate Governance Code The company complies with the Corporate Governance Code, except for the combined roles of Chairman and CEO held by Ms. Chau Wai Chu, which the Board believes maintains efficiency and power balance - The company complies with the Corporate Governance Code, but deviates from code provision A.2.1, where the roles of Chairman and Chief Executive Officer are combined and held by Ms. Chau Wai Chu59 - The Board believes Ms. Chau's dual role helps maintain efficiency in overall strategic planning, management, and business development, and that the Board's operations ensure a balance of power59 Audit Committee The Audit Committee, comprising three independent non-executive directors chaired by Ms. Au Shui Ming, provides independent opinions on financial reporting, internal control, and risk management, and has reviewed the current financial statements - The Audit Committee comprises three independent non-executive directors, chaired by Ms. Au Shui Ming, meeting GEM Listing Rules requirements61 - The Committee's primary responsibilities include providing independent opinions on financial reporting, internal control, and risk management, and it has reviewed the current period's financial statements61 Board Members As of the reporting date, the Board consists of six directors: two executive, one non-executive, and three independent non-executive directors - Board members include executive directors Ms. Chau Wai Chu (Chairman and Chief Executive Officer) and Mr. Leung Chun Wai62 - Board members include non-executive director Mr. Sze Kwun Ku62 - Board members include independent non-executive directors Ms. Au Shui Ming, Mr. Lam Yau Fung, and Ms. Suen Wan Ni62
奥传思维控股(08091) - 2022 Q1 - 季度财报