Unaudited Interim Results Announcement Financial Highlights For the six months ended June 30, 2024, the Group experienced a significant decline in revenue and proceeds from disposal of trading securities, shifting from profit to loss, with basic earnings per share also turning negative Financial Highlights (Six Months Ended June 30) | Indicator | Six Months Ended June 30, 2024 (HKD Thousand) | Six Months Ended June 30, 2023 (HKD Thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 77 | 1,300 | Decreased 94.15% | | Total proceeds from disposal of trading securities | 4,000 | 17,600 | Decreased 77.3% | | (Loss)/Profit attributable to owners of the Company | (19,000) | 30,600 | Shifted from profit to loss | | Basic (loss)/earnings per share | (3.03) HK Cents | 5.90 HK Cents | Shifted from profit to loss | Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income During the reporting period, the Group shifted from profit to loss, primarily due to a substantial decrease in proceeds from disposal of trading securities and revenue, alongside a net shift from other gains to losses Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Six Months Ended June 30) | Indicator | 2024 (HKD Thousand) | 2023 (HKD Thousand) | | :--- | :--- | :--- | | Total proceeds from disposal of trading securities | 4,047 | 17,633 | | Revenue | 77 | 1,321 | | Other income | 33 | – | | Other gains and losses, net | (16,839) | 32,199 | | Finance costs | (459) | (530) | | Other operating expenses | (1,792) | (2,404) | | (Loss)/Profit before tax | (18,980) | 30,586 | | (Loss)/Profit for the period | (18,980) | 30,586 | | Total comprehensive (expense)/income for the period attributable to owners of the Company | (18,980) | 30,586 | | Basic (loss)/earnings per share (HK Cents) | (3.03) | 5.90 | Condensed Consolidated Statement of Financial Position As of June 30, 2024, the Group's net current assets and total equity decreased, mainly due to reduced bank balances and cash, and an increase in promissory notes Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | June 30, 2024 (HKD Thousand) | December 31, 2023 (HKD Thousand) | | :--- | :--- | :--- | | Net current assets | 177,513 | 196,246 | | Net assets/Total equity | 177,513 | 186,246 | | Bank balances and cash | 605 | 7,799 | | Financial assets at fair value through profit or loss | 169,706 | 172,306 | | Financial assets at fair value through other comprehensive income | 22,241 | 22,241 | | Promissory notes (current liabilities) | 14,337 | 4,335 | | Share capital | 70,794 | 60,434 | | Net assets per share | 0.25 HKD | 0.32 HKD | Notes to the Unaudited Condensed Financial Statements This section details key financial information including the basis of preparation, revenue composition, finance costs, pre-tax profit/loss, earnings per share, fair value measurement of financial assets, and share capital changes 1. Basis of Preparation Interim financial statements are prepared under IAS 34, consistent with 2023 annual report accounting policies, with no material impact from newly adopted IFRS standards - Interim financial statements comply with International Accounting Standard 34 "Interim Financial Reporting" and the disclosure requirements of the Hong Kong Stock Exchange Listing Rules5 - Accounting policies are consistent with the 2023 annual financial statements, and newly adopted and revised IFRS standards had no material impact on the interim financial statements for the current period5 2. Revenue, Other Income, Other Gains and Losses, Net The Group's revenue, primarily from listed investment dividends, significantly declined, with unrealized fair value of financial assets at FVTPL shifting from gain to loss Revenue Components (Six Months Ended June 30) | Revenue Source | 2024 (HKD Thousand) | 2023 (HKD Thousand) | | :--- | :--- | :--- | | Interest income from loans and receivables | – | 702 | | Dividend income from listed investments | 77 | 619 | | Total Revenue | 77 | 1,321 | Other Gains and Losses, Net (Six Months Ended June 30) | Item | 2024 (HKD Thousand) | 2023 (HKD Thousand) | | :--- | :--- | :--- | | Unrealized fair value (loss)/gain on financial assets at fair value through profit or loss – listed securities | (18,691) | 27,367 | | Net realized gain on disposal of financial assets at fair value through profit or loss – listed securities | 1,852 | 1,496 | | Net (loss)/gain on financial assets at fair value through profit or loss | (16,839) | 28,863 | 3. Finance Costs Finance costs slightly decreased during the period, mainly due to a reduction in imputed interest on promissory notes Finance Costs (Six Months Ended June 30) | Item | 2024 (HKD Thousand) | 2023 (HKD Thousand) | | :--- | :--- | :--- | | Interest on other borrowings | 30 | – | | Imputed interest on promissory notes | 429 | 527 | | Imputed interest on lease liabilities | – | 3 | | Total | 459 | 530 | 4. (Loss)/Profit Before Tax Pre-tax loss was influenced by staff costs, depreciation, and administrative expenses, with staff costs and administrative fees decreasing, and depreciation becoming zero due to reduced right-of-use assets (Loss)/Profit Before Tax Deductions (Six Months Ended June 30) | Item | 2024 (HKD Thousand) | 2023 (HKD Thousand) | | :--- | :--- | :--- | | Staff costs (including directors' emoluments) | 407 | 472 | | Depreciation – right-of-use assets | – | 142 | | Administrative fees | 212 | 326 | 5. Income Tax The Group generated no assessable profits during the period, thus no Hong Kong profits tax provision was made - No Hong Kong profits tax provision was made for the reporting period or the corresponding period, as the Group generated no assessable profits11 6. Dividends The Board did not declare any interim dividends for the reporting period - The Board did not declare any interim dividends for the reporting period12 7. (Loss)/Earnings Per Share Basic loss per share was 3.03 HK cents, compared to basic earnings of 5.90 HK cents in the prior period, primarily due to loss attributable to owners (Loss)/Earnings Per Share (Six Months Ended June 30) | Indicator | 2024 (HK Cents) | 2023 (HK Cents) | | :--- | :--- | :--- | | Basic (loss)/earnings per share | (3.03) | 5.90 | | Diluted (loss)/earnings per share | (3.03) | 5.90 | - Diluted (loss)/earnings per share is the same as basic (loss)/earnings per share, as there were no potential dilutive shares outstanding during the period14 8. Deposits, Prepayments and Other Receivables As of June 30, 2024, total deposits, prepayments, and other receivables slightly increased, mainly due to new other receivables Deposits, Prepayments and Other Receivables (As of June 30) | Item | June 30, 2024 (HKD Thousand) | December 31, 2023 (HKD Thousand) | | :--- | :--- | :--- | | Other deposits | 54 | 54 | | Prepayments | 199 | 284 | | Other receivables | 117 | – | | Total | 370 | 338 | 9. Financial Assets at Fair Value Through Profit or Loss The Group primarily holds Hong Kong and US listed equity securities and unlisted equity securities, with US listed equities decreasing in fair value and Hong Kong listed equities increasing Financial Assets at Fair Value Through Profit or Loss (As of June 30) | Item | June 30, 2024 (HKD Thousand) | December 31, 2023 (HKD Thousand) | | :--- | :--- | :--- | | Listed securities – Hong Kong listed equity securities | 22,554 | 12,197 | | Listed securities – US listed equity securities | 127,264 | 140,004 | | Unlisted equity securities | 19,888 | 20,105 | | Total | 169,706 | 172,306 | - As of June 30, 2024, the Group pledged approximately HKD 22.6 million of Hong Kong trading securities (December 31, 2023: nil)18 10. Financial Assets at Fair Value Through Other Comprehensive Income The Group holds a 20% equity interest in Perfect Path Limited, an unlisted equity investment designated at FVTOCI, whose fair value remained stable Financial Assets at Fair Value Through Other Comprehensive Income (As of June 30) | Item | June 30, 2024 (HKD Thousand) | December 31, 2023 (HKD Thousand) | | :--- | :--- | :--- | | Unlisted equity investment designated at fair value through other comprehensive income | 22,241 | 22,241 | - The Group holds a 20% equity interest in Perfect Path Limited, a company engaged in gold mining, with a fair value of approximately HKD 22.2 million19 - Despite holding 20% voting rights, the Group has no significant influence over Perfect Path due to contractual arrangements, with other shareholders controlling the board19 - Perfect Path shareholders have agreed to actively engage potential buyers to monetize the gold mine development investment, seeking alternative investment opportunities and reducing uncertainty risks20 11. Other Payables and Accruals As of June 30, 2024, other payables and accruals significantly decreased, primarily due to a reduction in other payables Other Payables and Accruals (As of June 30) | Item | June 30, 2024 (HKD Thousand) | December 31, 2023 (HKD Thousand) | | :--- | :--- | :--- | | Other payables and accruals | 504 | 2,437 | | Unclaimed dividends | 4 | 4 | | Total | 508 | 2,441 | 12. Promissory Notes Total promissory notes slightly increased, but the amount due within one year significantly rose, resulting in zero non-current promissory notes Promissory Notes Movement (As of June 30) | Item | June 30, 2024 (HKD Thousand) | December 31, 2023 (HKD Thousand) | | :--- | :--- | :--- | | At beginning of period/year | 14,335 | 14,162 | | At end of period/year | 14,337 | 14,335 | | Less: Amount due within one year, classified as current liabilities | (14,337) | (4,335) | | Amount due after one year, classified as non-current liabilities | – | 10,000 | 13. Share Capital The Company's share capital increased due to a placement of 103,601,332 new ordinary shares, raising net proceeds of approximately HKD 10.2 million Share Capital Movement (As of June 30) | Item | Number of Shares (Thousand Shares) | Amount (HKD Thousand) | | :--- | :--- | :--- | | At December 31, 2023/January 1, 2024 | 604,341 | 60,434 | | Shares issued on placement | 103,601 | 10,360 | | At June 30, 2024 | 707,942 | 70,794 | - On May 13, 2024, the Company completed a placement of 103,601,332 new ordinary shares at HKD 0.100 per share, raising net proceeds of approximately HKD 10.2 million23 14. Related Party Transactions The Group paid management fees to Tai Ka Securities Asset Management Limited, where Executive Director Mr. Hu Mingjia serves as a director and responsible officer Related Party Transactions (Six Months Ended June 30) | Related Party | Item | 2024 (HKD Thousand) | 2023 (HKD Thousand) | | :--- | :--- | :--- | :--- | | Tai Ka Securities Asset Management Limited | Management fees | 212 | 327 | - Executive Director Mr. Hu Mingjia is a director and responsible officer of Tai Ka Securities24 15. Fair Value Measurement The Group's financial assets are measured using a three-level fair value hierarchy, with listed equity securities as Level 1 and unlisted equity securities as Level 3, with no change in valuation techniques - Fair value measurement uses a three-level hierarchy: Level 1 for quoted prices in active markets, Level 2 for observable inputs, and Level 3 for unobservable inputs25 Total Recurring Fair Value Measurements (As of June 30) | Level | June 30, 2024 (HKD Thousand) | December 31, 2023 (HKD Thousand) | | :--- | :--- | :--- | | Level 1 (Listed equity securities) | 149,818 | 152,201 | | Level 3 (Unlisted equity securities and equity investments) | 42,129 | 42,346 | | Total | 191,947 | 194,547 | - Valuation techniques for Level 3 fair value measurements include the market approach (comparable transactions method and latest transaction method), with no changes during the period30 16. Events After the Reporting Period Aside from the new share placement disclosed in "Other Information," there were no other significant post-reporting period events for the Company or Group up to the announcement date - Except for the placement of new shares, there were no significant post-reporting period events for the Company or the Group from the reporting period end to the announcement date31 17. Approval of Unaudited Interim Financial Statements The unaudited interim financial statements were approved and authorized for issue by the Board on August 26, 2024 - The unaudited interim financial statements were approved and authorized for issue by the Board on August 26, 202432 Management Discussion and Analysis Management discussed the weak H1 2024 market, anticipating continued focus on potential investments in H2, and reviewed financial performance, liquidity, fundraising, and key investment portfolios Business Review, Prospects and Future Plans The 2024 market remains weak due to inflation, tight monetary policy, and geopolitical uncertainty; the Company will adopt a cautious strategy, focusing on promising trading securities, private funds, and private enterprise investments, while monitoring macro trends - The 2024 market environment remains weak, affected by inflationary pressures, tight monetary policies, geopolitical uncertainties, and slow economic growth33 - The Company will continue to focus on investing in promising and prospective trading securities, private funds, and private enterprises, adopting timely investment strategies in response to market volatility33 - The Board will closely monitor macro trends, continue to seek investment opportunities in China, Hong Kong, and overseas, and implement risk management policies to achieve stable investment returns33 Financial Review The Group's revenue significantly decreased by 94.2% due to lower interest income, with reduced proceeds from trading securities and a shift from fair value gains to losses on listed securities, resulting in a HKD 19.0 million loss attributable to owners - Revenue for the reporting period was approximately HKD 0.1 million, a year-on-year decrease of approximately 94.2%, primarily due to reduced interest income34 - Total proceeds from disposal of trading securities were approximately HKD 4.0 million, compared to approximately HKD 17.6 million in the corresponding period34 - Listed securities recorded a realized gain of approximately HKD 1.9 million (corresponding period: HKD 1.5 million), but a fair value loss of approximately HKD 18.7 million (corresponding period: gain of approximately HKD 27.4 million), mainly due to underperformance of US listed securities34 - Loss attributable to owners of the Company was approximately HKD 19.0 million, compared to a profit of approximately HKD 30.6 million in the corresponding period34 Liquidity, Financial Resources and Capital Structure The Group's available funds significantly decreased, shareholders' funds dropped by 4.7%, and the gearing ratio slightly rose to 8.1%, with no share options granted, exercised, lapsed, or cancelled, nor any capital commitments during the period Liquidity and Capital Structure Key Indicators (As of June 30) | Indicator | June 30, 2024 (HKD Million) | December 31, 2023 (HKD Million) | | :--- | :--- | :--- | | Available funds | 0.6 | 7.8 | | Shareholders' funds | 177.5 | 186.2 | | Borrowings | 14.4 | 14.3 | | Gearing ratio | 8.1% | 7.7% | - The Group's bank balances and cash are primarily denominated in Hong Kong Dollars36 - No share options were granted, exercised, lapsed, or cancelled, nor were there any capital commitments during the reporting period36 Fund Raising Activities The Group raised approximately HKD 10.2 million net proceeds from a new share placement, primarily for investing in listed and unlisted securities, repaying short-term loans, and general working capital - The Group completed a placement of 103,601,332 new shares in May 2024, raising net proceeds of approximately HKD 10.2 million3839 Use of Net Proceeds from Placement | Intended Use | Intended Amount (HKD Million) | Actual Use and Timeline | | :--- | :--- | :--- | | Investment in listed and unlisted securities | 6.7 | Approximately HKD 6.7 million used for investment in listed securities | | Repayment of short-term loans and interest | 2.0 | Approximately HKD 1.65 million repaid, balance to be used by July 2024 | | General working capital | 1.5 | Approximately HKD 0.5 million used for operating expenses, balance of approximately HKD 1.0 million to be used by September 30, 2024 | Investment Review As an HKEX Main Board listed investment company, the Company primarily invests in listed securities and unlisted investments with growth potential, holding 16 investments as of June 30, 2024, with disclosure of its top 10 largest investments - The Company's principal business is investment holding, investing in listed securities on recognized stock exchanges and unlisted investments with potential for earnings growth and capital appreciation40 - As of June 30, 2024, the Company held 16 investments, including 8 Hong Kong listed equity securities, 6 US listed equity securities, 1 Anguilla private entity equity, and 1 US private entity equity40 - In accordance with Listing Rule 21.12, the Company disclosed its 10 largest investments and all individual investments exceeding 5% of total assets40 Significant Investments Held and Performance The Group detailed its key investment portfolio, including private equity investments Perfect Path Limited and LNPR Group Inc., and listed equity investments in Tencent, Winchester, RHCO, SNTE, SMIC, BYD, GSGG, and LDSN, outlining their business profiles and recent performance Private Equity Investment – Perfect Path Limited Perfect Path Limited, engaged in gold mining, is 20% owned by the Group without significant influence; the company has not commenced operations, and shareholders are actively seeking to dispose of the gold mine investment to mitigate risks - Perfect Path Limited is engaged in gold mining, with the Group holding a 20% equity interest but no significant influence41 - Perfect Path indirectly owns a 45% interest in a gold mine in Thailand, but license applications are ongoing, and no revenue has been generated41 - Shareholders have agreed to actively engage potential buyers to monetize the gold mine development investment, seeking alternative investment opportunities and reducing uncertainty risks41 Private Equity Investment – LNPR Group Inc. LNPR Group Inc. focuses on renewable energy tech solutions and waste-to-resource businesses; the Group holds a 5.23% stake, and LNPR is seeking a US OTC market listing - LNPR Group Inc. primarily develops renewable/alternative/distributed energy technology solutions and waste-to-resource and energy platforms42 - The Group holds a 5.23% equity interest in LNPR, which is seeking a listing on the US Over-The-Counter market42 Listed Equity Investment – Tencent Holdings Limited Tencent primarily offers value-added services, FinTech, and business services, with significant net profit growth; the Group views it as a long-term investment, receiving approximately HKD 58,000 in dividends during the period - Tencent primarily provides value-added services, FinTech and business services, and online advertising services43 - For the three months ended March 31, 2024, Tencent's net profit was approximately RMB 41,889 million, a significant increase from RMB 25,838 million in the prior period43 - The Group received net dividends of approximately HKD 58,000 from Tencent during the reporting period and considers it a long-term investment43 Listed Equity Investment – Winchester Holding Limited Winchester Holding Limited manufactures automobiles in South Africa, reporting a net loss of approximately USD 10,000 in its latest financials; the Group will hold this investment and closely monitor its performance - Winchester Holding Limited is listed on the US Over-The-Counter market and primarily manufactures vehicles for production in South Africa44 - As of March 31, 2024, net loss was approximately USD 10,000, with net assets of approximately USD 437,00044 - The Group will hold its investment in Winchester and closely monitor its performance, potentially adjusting the portfolio from time to time44 Listed Equity Investment – Readen Holding Corporation RHCO is active in FinTech, online payments, and e-commerce, reporting a net profit of approximately USD 0.8 million in its latest financials; the Board anticipates growth drivers, and the Group will closely monitor its performance - RHCO is listed on the US Over-The-Counter market and is active in the FinTech, online payment, and e-commerce industries45 - For the nine months ended March 31, 2024, net profit was approximately USD 0.8 million, with net assets of approximately USD 8.8 million45 - The Board anticipates RHCO has growth engines driving positive financial performance, and the Group will closely monitor its performance45 Listed Equity Investment – Sante Technology Holdings Inc. SNTE focuses on AI business, aiming to acquire and merge promising AI technology-related companies; the Board believes AI is a key future trend - SNTE is listed on the US Over-The-Counter market, engaged in artificial intelligence business, aiming to acquire and merge promising AI technology-related companies46 - The Board believes that the artificial intelligence business is one of the future trends46 Listed Equity Investment – Semiconductor Manufacturing International Corporation SMIC engages in integrated circuit manufacturing and related services, with recent quarterly revenue growth but declining profit; the Group considers it a long-term investment and closely monitors its performance - SMIC is engaged in computer-aided design, sales, research and development, manufacturing, testing, packaging, and trading of integrated circuits and related services47 - For the three months ended June 30, 2024, revenue was approximately USD 1,901.3 million, compared to approximately USD 1,560.4 million in the prior year; profit for the period was USD 172.3 million, compared to approximately USD 464.2 million in the prior year47 - The Board believes SMIC's market-leading position allows it to benefit from growing customer demand, and the Group will hold this investment and closely monitor its performance47 Listed Equity Investment – BYD Company Limited BYD primarily manufactures and sells transportation equipment, electronic components, and consumer electronics, showing strong quarterly revenue and net profit; the Group views it as a long-term investment - BYD primarily manufactures and sells transportation equipment, electronic components, and consumer electronic devices, including rechargeable batteries, photovoltaic products, mobile phone components, and automobiles48 - For the three months ended March 31, 2024, revenue was approximately RMB 124,944.4 million, and net profit attributable to shareholders was RMB 4,568.8 million48 - The Board believes BYD's market-leading position enables it to benefit from growing market demand, and the Group will hold this investment and closely monitor its performance48 Private Equity Investment – GSGG Group Inc. GSGG initially focused on Asian real estate investment consulting, recently expanding into the medical device industry, aiming for global market entry with its Prejex needle-free injection project - GSGG is listed on the US Over-The-Counter market, initially focusing on Asian real estate investment consulting, and has recently expanded into the medical device industry49 - GSGG is committed to entering the global market with its Prejex needle-free injection project, a device designed to provide painless, needle-free injections49 Listed Equity Investment – Luduson G Inc. LDSN builds and nurtures relationships between influencers and brands, focusing on film production, influencer management, and online ecosystem development to provide entertainment for the Chinese market - LDSN is listed on the US Over-The-Counter market, engaged in building and nurturing relationships between influencers and brands50 - Its business includes collaborating with film studios to promote movies, as well as influencer management, commercial film production, and online ecosystem development50 - LDSN provides a unified entertainment world for Chinese, Asian, and all overseas Chinese markets globally50 Employees and Remuneration Policy As of June 30, 2024, the Group employed 2 full-time employees, with remuneration determined at market levels - As of June 30, 2024, the Group employed 2 full-time employees (including an executive director), consistent with the corresponding period last year51 - Employee remuneration is determined based on market compensation levels51 Treasury Policy The Group adopts a conservative treasury policy, continuously assessing investee creditworthiness to mitigate risk and closely monitoring liquidity to meet funding requirements - The Group adopts a conservative approach to its treasury policy, continuously assessing the creditworthiness of investees to mitigate credit risk52 - Directors and management closely monitor liquidity to ensure the liquidity structure of assets, liabilities, and commitments meets funding requirements52 Segment Information The Group's business activities are organized into a single operating segment, investing in listed and unlisted securities, thus no operating segment information is presented - The Group has only one operating segment, which is investing in listed and unlisted securities, therefore no operating segment information is presented53 Exchange Rate Fluctuation Risk and Related Hedging The Group has no significant exchange rate fluctuation risk and therefore does not use any financial instruments to hedge such risks - The Group has no significant exchange rate fluctuation risk and does not use any financial instruments to hedge such risks54 Contingent Liabilities As of June 30, 2024, the Group had no significant contingent liabilities - As of June 30, 2024, the Group had no significant contingent liabilities54 Pledge of Assets As of June 30, 2024, approximately HKD 22.6 million of the Group's Hong Kong trading securities were pledged to a securities broker for margin loans - As of June 30, 2024, approximately HKD 22.6 million of the Group's Hong Kong trading securities were pledged to a securities broker to obtain margin loans (December 31, 2023: nil)55 Purchase, Sale or Redemption of Listed Shares Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed shares during the reporting period - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed shares during the reporting period56 Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or any Associated Corporation As of June 30, 2024, 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 - As of June 30, 2024, no directors or chief executives held disclosable interests or short positions in the shares, underlying shares, or debentures of the Company or its associated corporations56 - Neither the Company nor any of its subsidiaries participated in any arrangements during the reporting period that would enable directors or chief executives to benefit from acquiring shares or debentures of the Company or other corporations56 Corporate Governance The Company adopted the Corporate Governance Code, with deviations in the separation of Chairman and CEO roles and independent non-executive directors' attendance at general meetings; the Board will continue to review and ensure power balance - The Company has adopted the Corporate Governance Code set out in Appendix C1 of the Listing Rules57 - Deviations exist: the roles of Chairman and Chief Executive are not separated, the Chief Executive position is vacant, and an executive director oversees daily management58 - Deviations exist: Independent Non-executive Directors Ms. Chan Man Yee and Ms. Leung Yin Ting did not attend the Annual General Meeting on June 27, 2024, due to other commitments58 - The Board believes sufficient power balance and safeguards are in place and will continue to review and monitor to ensure the existing structure does not compromise the Company's power balance58 Audit Committee The Audit Committee reviewed the interim results announcement, deeming the financial information compliant with applicable accounting standards, Listing Rules, and legal requirements, with adequate disclosure - The Audit Committee has reviewed the unaudited interim accounts for the six months ended June 30, 202458 - The Audit Committee believes the financial information complies with applicable accounting standards, Listing Rules, and legal requirements, and has been adequately disclosed58
中国天弓控股(00428) - 2024 - 中期业绩