比高集团(08220) - 2020 - 中期财报

Management Discussion and Analysis Business Overview and Operations Review The Group's core businesses include film entertainment, new media development, and cinema investment and management, with cinema operations being the primary revenue source, though both revenue and gross profit declined this period. - The Group's core businesses are divided into two segments: film entertainment, new media development and licensing, and cinema operations[15] - The film entertainment business segment generated no revenue this period due to a lack of suitable business opportunities[16] - The Group, through its subsidiary Bingo Film, established a joint venture with Le Chuang focusing on virtual reality (VR) and mixed reality (MR) projects, providing it with a new loan[17] Cinema Business Performance (For the six months ended September 30) | Indicator | This Period (2019) | Last Period (2018) | Change | | :--- | :--- | :--- | :--- | | Revenue | HKD 15.5 million | HKD 20.3 million | -23.6% | | Gross Profit | HKD 9 million | HKD 11.9 million | -24.4% | Financial Review The Group's total turnover for the period was approximately HKD 15.5 million, a 23.7% year-on-year decrease, yet the loss for the period narrowed from HKD 14.1 million to HKD 12.5 million due to stringent cost control. - The reduction in loss was primarily due to the implementation of stringent cost control measures[19] Financial Performance Summary (For the six months ended September 30) | Indicator | This Period (2019) | Last Period (2018) | Change | | :--- | :--- | :--- | :--- | | Total Turnover | HKD 15.5 million | HKD 20.3 million | -23.7% | | Loss for the Period | HKD 12.5 million | HKD 14.1 million | -11.3% | Liquidity and Capital Structure As of September 30, 2019, the Group's total assets were approximately HKD 122 million, with cash and cash equivalents of about HKD 61 million, indicating a sound financial position and sufficient resources to meet working capital needs, with a debt-to-asset ratio of 0.48. - The Board believes the Group's robust cash position is sufficient to meet its working capital requirements[20] Assets and Liabilities Position | Indicator | September 30, 2019 | March 31, 2019 | | :--- | :--- | :--- | | Total Assets | HKD 122 million | HKD 115.3 million | | Cash and Cash Equivalents | HKD 61 million | HKD 60.9 million | | Debt-to-Asset Ratio | 0.48 | 0.32 | Business Outlook The Group plans to pursue cinema and film investment opportunities in China, explore new ventures like consulting, online gaming, and cultural industry investments, and is optimistic about its VR/MR joint venture with Le Chuang, expecting synergistic benefits. - The Group will continue to focus on potential business opportunities in China's cinema investment, online gaming, and cultural industries[26] - The Group is optimistic about the growth potential of the virtual reality (VR) and mixed reality (MR) industries, having strategically invested through a joint venture and provided it with a RMB 16 million loan[26] Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss For the six months ended September 30, 2019, the Group's turnover was HKD 15.47 million, a 23.7% year-on-year decrease, with gross profit at HKD 9.05 million, down 23.8%, and the loss for the period narrowed to HKD 12.51 million from HKD 14.07 million, resulting in a basic loss per share of HKD 1.42 cents. Consolidated Statement of Profit or Loss Summary (For the six months ended September 30) | Indicator | 2019 (Unaudited) | 2018 (Unaudited) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Turnover | HKD 15,467 thousand | HKD 20,284 thousand | -23.7% | | Gross Profit | HKD 9,045 thousand | HKD 11,867 thousand | -23.8% | | Loss Before Tax | (HKD 12,381) thousand | (HKD 13,489) thousand | -8.2% | | Loss for the Period | (HKD 12,512) thousand | (HKD 14,070) thousand | -11.1% | | Loss Attributable to Owners of the Company | (HKD 12,141) thousand | (HKD 13,587) thousand | -10.6% | | Basic and Diluted Loss Per Share | (HKD 1.42) cents | (HKD 1.59) cents | - | Condensed Consolidated Statement of Financial Position As of September 30, 2019, the Group's total assets were HKD 122 million, total liabilities HKD 58.17 million, and net assets HKD 63.85 million, with non-current assets significantly increasing due to the recognition of right-of-use assets under HKFRS 16, while cash and cash equivalents remained stable at approximately HKD 61.02 million. Consolidated Statement of Financial Position Summary | Indicator | September 30, 2019 (Unaudited) | March 31, 2019 (Audited) | | :--- | :--- | :--- | | Non-current Assets | HKD 45,089 thousand | HKD 11,204 thousand | | Current Assets | HKD 76,934 thousand | HKD 104,047 thousand | | Total Assets | HKD 122,023 thousand | HKD 115,251 thousand | | Current Liabilities | HKD 17,015 thousand | HKD 12,698 thousand | | Non-current Liabilities | HKD 41,154 thousand | HKD 24,618 thousand | | Total Liabilities | HKD 58,169 thousand | HKD 37,316 thousand | | Net Assets | HKD 63,854 thousand | HKD 77,935 thousand | | Cash and Cash Equivalents | HKD 61,023 thousand | HKD 60,926 thousand | Condensed Consolidated Statement of Cash Flows For the six months ended September 30, 2019, the Group reported a net cash outflow from operating activities of HKD 13.62 million, contrasting with a net inflow in the prior period, while investing activities generated a net cash inflow of HKD 14.47 million, primarily due to changes in loans to an associate, with period-end cash and cash equivalents at HKD 61.02 million, a slight decrease from the beginning of the period. Consolidated Statement of Cash Flows Summary (For the six months ended September 30) | Indicator | 2019 (Unaudited) | 2018 (Unaudited) | | :--- | :--- | :--- | | Net Cash From/(Used In) Operating Activities | (HKD 13,621) thousand | HKD 6,735 thousand | | Net Cash From/(Used In) Investing Activities | HKD 14,470 thousand | (HKD 33,058) thousand | | Net Cash Used In Financing Activities | (HKD 2,048) thousand | – | | Net Decrease in Cash and Cash Equivalents | (HKD 1,199) thousand | (HKD 26,323) thousand | | Cash and Cash Equivalents at Beginning of Period | HKD 60,926 thousand | HKD 95,995 thousand | | Cash and Cash Equivalents at End of Period | HKD 61,023 thousand | HKD 67,053 thousand | Notes to the Interim Financial Statements Basis of Preparation and Changes in Accounting Policies These financial statements are prepared in accordance with Hong Kong Financial Reporting Standards, with HKFRS 16 "Leases" first applied this period using the modified retrospective approach, impacting the opening balance sheet by recognizing HKD 17.73 million in right-of-use assets and corresponding lease liabilities, and increasing the loss for the period by HKD 0.712 million. - HKFRS 16 "Leases" was first applied this period, adopting the modified retrospective approach without restating comparative information[49][50] Impact of Adopting HKFRS 16 on Financial Statements | Impact Item | Impact Amount (HKD thousand) | | :--- | :--- | | Impact on Balance Sheet as at April 1, 2019 | | | Recognition of Right-of-Use Assets | 17,731 | | Recognition of Current Lease Liabilities | (3,158) | | Recognition of Non-current Lease Liabilities | (14,573) | | Impact on Statement of Profit or Loss for the Period | | | Increase in Loss for the Period | (712) | Segment Information The Group's operations are segmented into "Cinema Investment and Management" and "Film Entertainment, New Media Development and Licensing," with all HKD 15.47 million in turnover this period derived from the former, which reported a segment result of HKD 0.526 million, while the film entertainment segment recorded a loss of HKD 2.274 million. Segment Results Summary (For the six months ended September 30, 2019) | Segment | Segment Revenue (HKD thousand) | Reportable Segment Result (HKD thousand) | | :--- | :--- | :--- | | Cinema Investment and Management | 15,467 | 526 | | Film Entertainment, New Media Development and Licensing | – | (2,274) | | Total | 15,467 | (1,748) | Equity-Settled Payments The Group has convertible bonds, share option schemes, and share award schemes, with 8.55 million award shares granted to Executive Director Mr. Stephen Chow under the share award scheme this period, recognizing related expenses of approximately HKD 0.123 million. - On August 16, 2019, the Company granted 8,550,000 award shares to Executive Director Mr. Stephen Chow, recognizing HKD 123,000 in share-based payments[71] - The Group has outstanding convertible bonds with a principal amount of HKD 30 million and a conversion price of HKD 0.544 per share[68] Investments in and Loans to an Associate The Group invested in and provided loans to associate Chuang Gao Game Limited, advancing a new three-year loan of RMB 16 million (approximately HKD 17.74 million) for VR/MR project development as of September 30, 2019, following the repayment of the original RMB 29 million loan. - As of September 30, 2019, the Group advanced a new three-year loan of RMB 16 million (approximately HKD 17.74 million) to associate Chuang Gao Game[91] - The original RMB 29 million loan principal and interest provided in September 2018 were deemed fully repaid in September 2019[91] Related Party Transactions Key related party transactions this period included interest income from a loan to associate Chuang Gao Game Limited, while total key management personnel compensation, including directors, significantly decreased to approximately HKD 0.5 million from HKD 1.04 million in the prior period. - Related party transactions this period primarily consisted of loan interest income of HKD 0.317 million received from associate Chuang Gao Game Limited[107] Key Management Personnel Compensation (For the six months ended September 30) | Item | 2019 (HKD thousand) | 2018 (HKD thousand) | | :--- | :--- | :--- | | Directors' Fees, Salaries, Allowances and Other Benefits | 377 | 464 | | Share-based Payments | 123 | 576 | | Total | 500 | 1,040 | Events After Reporting Period On October 14, 2019, the Board resolved to grant a total of 34.1 million award shares under the share award scheme to certain grantees, including Executive Director Ms. Wen Kei Chow. - Subsequent to the reporting period, on October 14, 2019, the Company granted 34,100,000 award shares under the share award scheme, with grantees including Executive Director Ms. Wen Kei Chow[110] Other Information Directors' and Chief Executive's Interests As of September 30, 2019, Executive Directors Mr. Stephen Chow and Ms. Wen Kei Chow were deemed to jointly hold a 47.01% equity interest in the Company, indirectly held through a discretionary trust for their benefit and their family, with Mr. Stephen Chow also beneficially owning an additional 3.22% of shares. - Sinostar FE (PTC) Limited, as trustee of a discretionary trust, indirectly holds 47.01% of the Company's shares, with beneficiaries including Mr. Stephen Chow, Ms. Wen Kei Chow, and their family[128][130] Major Directors' Shareholdings (As at September 30, 2019) | Director Name | Nature of Interest | Number of Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Stephen Chow | Beneficial Owner | 27,573,529 | 3.22% | | | Held by Trust | 402,121,240 | 47.01% | | Ms. Wen Kei Chow | Held by Trust | 402,121,240 | 47.01% | Share Award and Share Option Schemes The Company adopted a new share award scheme in August 2019, granting 8.55 million shares to Executive Director Mr. Stephen Chow under this scheme during the period, while 71.5 million unexercised share options were held by directors and employees under the existing share option scheme at period-end. - The Company adopted a share award scheme on August 14, 2019, with a scheme limit of 10% of the issued shares on the adoption date[115][118] - During the period, 8,550,000 shares were granted to Mr. Stephen Chow under the share award scheme[119] - As of September 30, 2019, a total of 71,500,000 share options remained unexercised under the share option scheme[134] Corporate Governance During the reporting period, the Company largely complied with the Corporate Governance Code, with key deviations including the absence of distinct Chairman and Chief Executive Officer roles, whose responsibilities are jointly shared by executive directors, and the Nomination Committee Chairman being an executive director rather than an independent non-executive director. - The Company deviated from the Corporate Governance Code by not establishing separate roles for Chairman and Chief Executive Officer, with responsibilities jointly undertaken by the Board[144] - The Nomination Committee Chairman is Executive Director Ms. Wen Kei Chow, not the Board Chairman or an independent non-executive director as recommended by the Code, though independent non-executive directors constitute the majority of the committee members[149] - Non-executive directors are not appointed for a specific term but are subject to retirement by rotation and re-election at annual general meetings in accordance with the Company's articles of association[152]