WT集团(08422) - 2022 Q1 - 季度财报

Report Overview and Company Information GEM Market Characteristics and Disclaimer This section outlines GEM market investment risks, clarifies the Stock Exchange's non-responsibility, and affirms directors' full accountability for report accuracy - The GEM market provides a listing platform for SMEs, but investment risks are high, with securities potentially facing significant market volatility and uncertain liquidity[1] - Hong Kong Exchanges and Clearing Limited and the Stock Exchange bear no responsibility for this report's content, making no statement on its accuracy or completeness[1] - The company directors jointly and individually assume full responsibility for the information in this report, confirming its accuracy, completeness, and non-misleading nature in all material aspects[1] Company Information This section details WT Group Holdings Limited's board and committee members, registered and business locations, and other key company information Board of Directors The Board comprises executive and independent non-executive directors, with Mr. Kam Kin Pan as Chairman, noting personnel changes during the reporting period - Executive Directors include Mr. Kam Kin Pan (Chairman), Mr. Kung Cheung Fai, and Ms. Wong Mei Chun (appointed on July 28, 2021)[5] - Independent Non-executive Directors include Ms. Chan Sin Wah (appointed on July 28, 2021), Mr. Leung Chi Hung, and Mr. Yu Tat Chi (appointed on September 20, 2021)[5] - Ms. Wong Lai Na and Ms. Yim Kwan Wing both resigned as Independent Non-executive Directors on July 28, 2021[5] Committee Members Membership and chair positions for the Audit, Nomination, and Remuneration Committees are listed, with updates on personnel changes for governance transparency - The Audit Committee is chaired by Mr. Leung Chi Hung, with members Ms. Chan Sin Wah and Mr. Yu Tat Chi, noting relevant appointments and resignations[5] - The Nomination Committee is chaired by Ms. Chan Sin Wah, with members Mr. Kam Kin Pan, Mr. Leung Chi Hung, and Mr. Yu Tat Chi, noting relevant appointments and resignations[5] - The Remuneration Committee is chaired by Ms. Chan Sin Wah, with members Mr. Kam Kin Pan, Mr. Leung Chi Hung, and Mr. Yu Tat Chi, noting relevant appointments and resignations[5] Registered and Business Locations The company's registered office is in the Cayman Islands, with its Hong Kong headquarters and principal place of business in Tai Kok Tsui, Kowloon - The registered office is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands[6] - The Hong Kong headquarters and principal place of business are located at Unit A, 6/F, Park Sun Building, 33 Fir Street, Tai Kok Tsui, Kowloon, Hong Kong[6] Other Company Information This section provides company information including share registrars, principal bankers, auditor, stock code (8422), and official website - The principal share registrar and transfer office in the Cayman Islands is Conyers Trust Company (Cayman) Limited[7] - The Hong Kong branch share registrar and transfer office is Union Registrars Limited[7] - Principal bankers include Bank of China (Hong Kong) Limited and DBS Bank (Hong Kong) Limited, with auditor Crowe (HK) CPA Limited[7] - The company's stock code is 8422, and its official website is http://www.wtgholdings.com[7](index=7&type=chunk) Financial Performance Unaudited Condensed Consolidated Statement of Comprehensive Income For the three months ended September 30, 2021, the Group's net loss narrowed by 35.95% to approximately HKD 0.56 million, driven by a 116.58% revenue increase to HKD 17.88 million, despite rising service costs Unaudited Condensed Consolidated Statement of Comprehensive Income (For the three months ended September 30) | Metric | 2021 (thousand HKD) | 2020 (thousand HKD) | Change (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 17,878 | 8,255 | 9,623 | 116.58% | | Cost of Services | (16,521) | (7,118) | (9,403) | 132.09% | | Gross Profit | 1,357 | 1,137 | 220 | 19.35% | | Other Income | – | 309 | (309) | -100.00% | | Administrative Expenses | (1,852) | (2,321) | 469 | -20.21% | | Finance Costs | (9) | (5) | (4) | 80.00% | | Loss Before Income Tax | (504) | (880) | 376 | -42.73% | | Income Tax (Expense) / Credit | (59) | 1 | (60) | -6000.00% | | Loss and Total Comprehensive Loss Attributable to Owners of the Company for the Period | (563) | (879) | 316 | -35.95% | | Loss Per Share (HK cents) | (0.06) | (0.09) | 0.03 | -33.33% | Unaudited Condensed Consolidated Statement of Changes in Equity As of September 30, 2021, total equity attributable to owners was HKD 56,882 thousand, a decrease from HKD 63,962 thousand in 2020, primarily due to a HKD 563 thousand loss Unaudited Condensed Consolidated Statement of Changes in Equity (As of September 30) | Metric | September 30, 2021 (thousand HKD) | September 30, 2020 (thousand HKD) | | :--- | :--- | :--- | | Share Capital | 10,000 | 10,000 | | Share Premium | 36,855 | 36,855 | | Other Reserves | 10,100 | 10,100 | | Retained Earnings / (Accumulated Losses) | (73) | 7,007 | | Total | 56,882 | 63,962 | - Loss and total comprehensive loss for the period: HKD (563) thousand in 2021, HKD (879) thousand in 2020[10] Notes to the Financial Statements This section provides detailed notes to the unaudited condensed consolidated financial statements, covering company information, accounting policies, revenue, tax, EPS, and dividend policy General Information The company was incorporated in the Cayman Islands in 2017 as an exempted company, primarily engaged in specialized and general building works in Hong Kong, and listed on GEM in December 2017 - The company was incorporated as an exempted company under Cayman Islands law on July 11, 2017[11] - The Group primarily engages in specialized and general building works in Hong Kong[12] - The company's shares were listed on GEM of the Stock Exchange on December 28, 2017[13] Basis of Preparation and Accounting Policies The unaudited condensed consolidated financial statements are prepared under HKFRS and GEM Listing Rules, with consistent accounting policies and no material impact from new standards - The unaudited condensed consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the HKICPA and applicable disclosure requirements of the GEM Listing Rules[15] - The accounting policies used to prepare these unaudited condensed consolidated financial statements are consistent with those used for the company's consolidated financial statements for the year ended June 30, 2021[15] - The adoption of new and revised standards and interpretations had no material impact on the Group's financial position or operating results[18] Revenue Analysis The Group's contract revenue for the three months ended September 30, 2021, significantly increased to HKD 17,878 thousand from HKD 8,225 thousand in 2020 Revenue (For the three months ended September 30) | Metric | 2021 (thousand HKD) | 2020 (thousand HKD) | | :--- | :--- | :--- | | Contract Revenue | 17,878 | 8,225 | Income Tax Hong Kong profits tax is provisioned at 16.5% with a two-tiered rate; BVI/Cayman entities are tax-exempt, with HKD 59 thousand income tax expense for the period - For the three months ended September 30, 2021, Hong Kong profits tax was provided at a rate of 16.5% on assessable profits (2020: nil)[20] - Under the two-tiered profits tax regime, the first HKD 2 million of assessable profits for eligible entities is taxed at 8.25%, and profits exceeding HKD 2 million are taxed at 16.5%[20] Income Tax (Expense) / Credit (For the three months ended September 30) | Metric | 2021 (thousand HKD) | 2020 (thousand HKD) | | :--- | :--- | :--- | | Current Income Tax — Hong Kong Profits Tax | (59) | – | | Deferred Income Tax | – | 1 | | Income Tax (Expense) / Credit | (59) | 1 | Loss Per Share For the three months ended September 30, 2021, basic and diluted loss per share was 0.06 HK cents, an improvement from 0.09 HK cents last year, with no dilutive potential ordinary shares Loss Per Share (For the three months ended September 30) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Loss Attributable to Owners of the Company (thousand HKD) | (563) | (879) | | Weighted Average Number of Ordinary Shares for Basic and Diluted EPS (thousand shares) | 1,000,000 | 1,000,000 | | Loss Per Share (HK cents) | (0.06) | (0.09) | - Basic loss per share is calculated by dividing the loss attributable to owners of the company by the weighted average number of ordinary shares outstanding during each period[22] - There were no potential dilutive ordinary shares in any period, thus diluted loss per share equals basic loss per share[24] Dividend Policy The Board does not recommend paying any dividend for the three months ended September 30, 2021, consistent with the prior year - The Board does not recommend paying a dividend for the three months ended September 30, 2021 (2020: nil)[25] Management Discussion and Analysis Business Review and Outlook The Group, primarily engaged in specialized and general building works in Hong Kong, saw its net loss narrow to approximately HKD 0.6 million for the three months ended September 30, 2021, driven by increased project volume, revenue, and gross profit - The Group primarily provides specialized and general building works as a contractor in Hong Kong through its operating subsidiaries[27] - For the three months ended September 30, 2021, the Group recorded a net loss of approximately HKD 0.6 million, a reduction from HKD 0.9 million in the same period of 2020[27] - The decrease in net loss was primarily due to increased revenue and gross profit, driven by a higher number of construction projects undertaken[27] Financial Review This section reviews financial performance, including revenue, gross profit, administrative expenses, and loss attributable to owners, noting increased revenue and gross profit from more projects, stable administrative expenses, and a narrowed net loss Revenue For the three months ended September 30, 2021, total revenue surged 115.66% to approximately HKD 17.9 million from HKD 8.3 million in 2020, primarily due to increased construction projects Revenue (For the three months ended September 30) | Metric | 2021 (million HKD) | 2020 (million HKD) | Change (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 17.9 | 8.3 | 9.6 | 115.66% | - The increase in revenue was primarily due to a higher number of construction projects undertaken by the Group for the three months ended September 30, 2021, compared to the same period in 2020[28] Gross Profit and Gross Margin Gross profit increased to approximately HKD 1.4 million, but gross margin declined from 13.8% to 7.6%, primarily due to increased construction project volume Gross Profit and Gross Margin (For the three months ended September 30) | Metric | 2021 (million HKD) | 2020 (million HKD) | Change (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Gross Profit | 1.4 | 1.1 | 0.3 | 27.27% | | Gross Margin | 7.6% | 13.8% | -6.2% | -44.93% | - The decrease in gross margin was primarily due to a higher number of construction projects undertaken by the Group for the three months ended September 30, 2021, compared to the same period in 2020[29] Administrative Expenses Administrative expenses for the three months ended September 30, 2021, were approximately HKD 1.9 million, a slight decrease from HKD 2.3 million in 2020, with no significant overall change Administrative Expenses (For the three months ended September 30) | Metric | 2021 (million HKD) | 2020 (million HKD) | Change (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Administrative Expenses | 1.9 | 2.3 | (0.4) | -17.39% | - Administrative expenses primarily include employee benefit expenses (including directors' emoluments), audit fees, and other professional fees[30] - There were no significant changes in administrative expenses for the three months ended September 30, 2021, compared to the same period in 2020[30] Loss and Total Comprehensive Loss Attributable to Owners of the Company For the three months ended September 30, 2021, loss and total comprehensive loss attributable to owners decreased 33.33% to approximately HKD 0.6 million from HKD 0.9 million, mainly due to increased revenue and gross profit Loss and Total Comprehensive Loss Attributable to Owners of the Company (For the three months ended September 30) | Metric | 2021 (million HKD) | 2020 (million HKD) | Change (million HKD) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Loss and Total Comprehensive Loss Attributable to Owners of the Company | 0.6 | 0.9 | (0.3) | -33.33% | - The decrease in net loss was primarily due to increased revenue and gross profit, driven by a higher number of construction projects undertaken[31] Future Prospects The Group anticipates a challenging business environment with increased COVID-19 risks but remains optimistic about Hong Kong's northern development, planning market expansion, prudent financial management, and exploring new investment opportunities - The Group anticipates a continuously challenging and competitive business environment, with the COVID-19 pandemic increasing overall operating risks[32] - Given the Hong Kong government's plans for northern housing and technology development, the Group is optimistic about long-term construction market opportunities[32] - The Group will continue to expand market share, compete for more foundation, site formation, and superstructure projects, and adhere to prudent financial management for sustainable growth and capital adequacy[32] - The Board will also consider other investment opportunities to diversify the Group's revenue streams, while being mindful of associated risks[32] Equity and Corporate Governance Disposal of Shares by Controlling Shareholder Controlling shareholder Tak Wing Venture Limited sold approximately 57.66% of the company's issued shares on July 21, 2021, ceasing to hold any shares thereafter to an independent third party - Tak Wing Venture Limited sold 576,600,000 shares of the company, representing approximately 57.66% of the total issued shares, on July 21, 2021[33] - Immediately after the disposal, Tak Wing held no shares in the company[33] - Tak Wing was 34% owned by Mr. Kung Cheung Fai (Executive Director), 33% by Mr. Yip Siu Ching (deceased), and 33% by Mr. Kam Kin Pan (Executive Director)[33] Disclosure of Interests This section discloses no disclosable share interests for directors and chief executives as of September 30, 2021, but identifies China Silver Asset Management Limited and CS Asia Opportunities Master Fund as substantial shareholders, each holding 16.13% Directors' and Chief Executive's Interests As of September 30, 2021, no directors or chief executives held disclosable interests or short positions in the company's or its associated corporations' shares, underlying shares, or debentures - As of September 30, 2021, no directors or chief executives held disclosable interests or short positions in the shares, underlying shares, or debentures of the company or its associated corporations[35] Interests of Substantial Shareholders and Other Persons As of September 30, 2021, China Silver Asset Management Limited and CS Asia Opportunities Master Fund are listed as substantial shareholders, each holding 16.13% of the company's issued share capital Interests of Substantial Shareholders and Other Persons in Shares or Underlying Shares (As of September 30, 2021) | Shareholder Name | Nature of Interest | Number of Shares Held / Interested | Percentage of Total Issued Share Capital | | :--- | :--- | :--- | :--- | | China Silver Asset Management Limited | Investment Manager | 161,320,000 | 16.13% | | CS Asia Opportunities Master Fund | Beneficial Owner | 161,320,000 | 16.13% | Conflicts of Interest The Board confirms no direct or indirect competing business or conflicts of interest between directors, controlling shareholders, or their respective close associates and the Group's business, for the three months ended September 30, 2021, and up to the report date - The Directors are unaware of any business or interest of any Director, controlling shareholder, or their respective close associates that directly or indirectly competes or may compete with the Group's business, or any other conflicts of interest, for the three months ended September 30, 2021, and up to the report date[37] Dealings in Listed Securities For the three months ended September 30, 2021, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of its listed securities - For the three months ended September 30, 2021, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[38] Corporate Governance Practices The company largely complied with the Corporate Governance Code, with one deviation: no CEO appointed, Mr. Kam Kin Pan manages both board and daily operations, deemed beneficial for efficiency and development - The company has complied with all applicable code provisions of the Corporate Governance Code, except as noted below[39] - Deviation from Corporate Governance Code provision A.2.1: The Group has not appointed a Chief Executive Officer, with Mr. Kam Kin Pan primarily responsible for both board management and daily business operations[39] - The Board believes that Mr. Kam's dual role enhances management efficiency and business development, serving the Group's best interests[39] Directors' Securities Transactions Following specific inquiries, all directors confirmed compliance with required dealing standards and codes of conduct for securities transactions for the three months ended September 30, 2021 - Following specific inquiries, all Directors confirmed compliance with the required dealing standards and code of conduct for directors' securities transactions for the three months ended September 30, 2021[41] Share Option Scheme The company adopted a share option scheme in 2017, but no options were granted, lapsed, exercised, or cancelled, and none remained outstanding for the three months ended September 30, 2021 - The company adopted a share option scheme pursuant to a resolution passed by its then shareholders on December 1, 2017[43] - For the three months ended September 30, 2021, no share options were granted, lapsed, exercised, or cancelled under the share option scheme[43] - As of September 30, 2021, no share options remained outstanding[43] Events After Reporting Period As of the report date, the Board is unaware of any disclosable material events occurring after the reporting period - As of the report date, other than as disclosed in this report, the Board is unaware of any disclosable material events occurring after the reporting period[44] Audit Committee Report The Audit Committee, comprising three independent non-executive directors chaired by Mr. Leung Chi Hung, reviewed the unaudited condensed consolidated financial statements and report, deeming them compliant with accounting standards and GEM Listing Rules - The Audit Committee comprises three independent non-executive directors, with Mr. Leung Chi Hung as Chairman[45] - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements and this report for the three months ended September 30, 2021[46] - The Audit Committee believes the Group's unaudited condensed consolidated financial statements for the three months ended September 30, 2021, comply with applicable accounting standards, and this quarterly report is prepared in accordance with GEM Listing Rules, with adequate disclosure[46]