松景科技(01079) - 2022 - 中期财报

Company Information The board comprises executive and independent non-executive directors, with Mr. Zhang Sanhuo serving as Chairman and CEO - The Board of Directors consists of executive directors Mr. Zhang Sanhuo (Chairman and Chief Executive Officer) and Mr. Chen Zhuohao, and independent non-executive directors Mr. Su Hanzhang, Mr. Zhou Chunsheng, and Mr. Tian Hong[3] - The Company has an Audit Committee, a Remuneration Committee, and a Nomination Committee, each with a clearly defined chairman and members[3] - The Company's stock code is 1079, with its registered office in Bermuda and its principal place of business in Central, Hong Kong[3] Management Discussion and Analysis This section reviews the Group's business performance, financial position, and future outlook Business Review The global economy, impacted by COVID-19, led to a general slowdown in Group business activities and a cautious market approach - The global economic environment continued to be affected by the COVID-19 pandemic, with major economies implementing social distancing, lockdown, and quarantine measures[6] - The Group adopted a cautious approach to its business to cope with global market changes, resulting in a general slowdown in business activities[6] Prospects Management anticipates unknown challenges, but the Group will advance business plans and seek tech investments for long-term value - Management expects the Group's business to face more unknown challenges from the COVID-19 pandemic[7] - The Group will steadily advance its business plans and actively seek technology-related investment opportunities to expand its business and create long-term value[7] Financial Review Group revenue decreased by 39% to 5.258 million USD, but gross margin improved to 44%, reducing losses and improving basic loss per share Performance Review This section details the Group's financial performance, including revenue, gross margin, operating expenses, and net loss | Indicator | Current Period (thousand USD) | Prior Period (thousand USD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 5,258 | 8,652 | -39% | | Gross Margin | 44% | 29% | +15 ppts | | Operating Expenses | 2,422 | 4,694 | -48% | | Loss Before Income Tax | 188 | 1,173 | -84% | | Loss Attributable to Owners of the Company | 487 | 1,340 | -64% | | Basic Loss Per Share (US cents) | 0.04 | 0.1 | -60% | Segment Information This section breaks down revenue and profit/loss by business segment, highlighting performance across operational areas | Segment | Current Period Revenue (thousand USD) | Prior Period Revenue (thousand USD) | Change (%) | Current Period Profit/Loss (thousand USD) | Prior Period Profit/Loss (thousand USD) | | :--- | :--- | :--- | :--- | :--- | :--- | | Group Branded Products | 0 | 2 | -100% | 0 | (1,527) | | Other Branded Products | 0 | 4,294 | -100% | 0 | (403) | | Money Lending Services | 789 | 574 | +37% | 761 | 1,404 | | Trading Business | 0 | 0 | 0% | (4) | (6) | | Computer Software, Hardware and System Development Services | 4,469 | 3,782 | +18% | 224 | 621 | Liquidity, Financial Resources and Group Assets Pledged The Group maintained robust liquidity, with cash and bank balances up 81.8% to 8.7 million USD, and no pledged trade receivables | Indicator | December 31, 2021 (thousand USD) | June 30, 2021 (thousand USD) | Change (%) | | :--- | :--- | :--- | :--- | | Cash and Bank Balances | 8,700 | 4,784 | +81.8% | | Bank Borrowings | 1,833 | 1,497 | +22.4% | | Total Current Assets | 21,428 | 20,484 | +4.6% | | Total Current Liabilities | 4,805 | 3,959 | +21.4% | | Current Ratio | 4.5 | 5.2 | -13.5% | | Gearing Ratio | 15.8% | 15.7% | +0.1 ppts | - As of December 31, 2021, no trade and other receivables were pledged as collateral for general banking facilities granted to the Group (June 30, 2021: approximately 185,000 USD)[19] - The Company did not conduct any fundraising activities through the issuance of new shares during the first six months of this financial year[20] Financial Policy The Group funds operations via internal cash flows and bank financing, maintaining prudent financial management - The Group finances its operations through internally generated cash flows and bank financing provided by banks[21] - The Group continues to maintain prudent measures in managing its financial requirements[21] Share Capital and Capital Structure of the Company As of December 31, 2021, the Company had 1,326,701,739 issued ordinary shares at HKD 0.1 par value, unchanged from June 30, 2021 - As of December 31, 2021, the Company had 1,326,701,739 issued ordinary shares with a par value of HKD 0.1 each[22] - The number of issued shares remained consistent with that as of June 30, 2021[22] Foreign Exchange Risk The Group primarily transacts in USD, HKD, CAD, and RMB, maintaining currency balance without hedging, and directors deem foreign exchange risk acceptable - The Group primarily conducts buying and selling transactions in United States Dollars, Hong Kong Dollars, Canadian Dollars, and Renminbi[23] - The Group's policy is to maintain a balance in its buying and selling activities in the same currencies and has not entered into any foreign exchange hedging arrangements[23] - The Directors believe that the Group's transaction risk in currencies other than its functional currency remains at an acceptable level[23] Major Investments and Material Acquisitions and/or Disposals During the period, the Group held no major investments and undertook no material acquisitions or disposals - During the period, the Group held no major investments[24] - During the period, the Group also had no material acquisitions and/or disposals of subsidiaries, associates, and joint ventures[24] Future Plans for Material Investments or Capital Assets As of December 31, 2021, the Group had no future plans for material investments or capital assets - As of December 31, 2021, the Group had no plans for any material investments or capital assets[25] Employees and Remuneration Policy The Group's employee count increased by 9% to 117, with remuneration based on market and performance, and staff costs decreased by 52.1% | Indicator | December 31, 2021 | June 30, 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Number of Employees | 117 | 107 | +9% | | Staff Costs (Current Period) | 1,897 thousand USD | 3,968 thousand USD (Prior Period) | -52.1% | - The Group ensures that its employees' remuneration is determined based on prevailing human resources market conditions, individual performance, qualifications, and experience, and regularly reviews its remuneration policy[26] - Employee benefits include medical coverage, insurance plans, retirement benefit schemes, discretionary bonuses, and an employee share option scheme[26] Contingent Liabilities As of December 31, 2021, the Group had no material contingent liabilities - As of December 31, 2021, the Group had no material contingent liabilities[27] Interim Dividend The Board does not recommend the payment of an interim dividend for the current period - The Directors do not recommend the payment of an interim dividend for the current period[28] Other Information This section covers directors' and major shareholders' interests, the share option scheme, profit guarantee, corporate governance, and other disclosures Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures Directors and the chief executive hold long positions in shares and underlying shares, including Mr. Zhang Sanhuo (53.83% and 1.27%) and Mr. Chen Zhuohao (1.45%) | Director Name | Nature of Interest | Number of Shares Held (shares) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Zhang Sanhuo | Controlled Corporation (Smart Global) | 714,163,680 | 53.83% | | Mr. Zhang Sanhuo | Share Options (Beneficial Owner) | 16,860,000 | 1.27% | | Mr. Chen Zhuohao | Share Options (Beneficial Owner) | 19,260,000 | 1.45% | - All issued shares held by Smart Global are pledged as collateral for financing granted to Smart Global[30] Major Shareholders' Interests in Securities Major shareholder Smart Global (wholly owned by Mr. Zhang Sanhuo) holds 53.83% of pledged shares, with other entities and Simply Perfect Group Limited (15% in a subsidiary) holding interests | Major Shareholder Name | Capacity | Number of Shares Held (shares) | Position | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | | Smart Global | Beneficial Owner | 714,163,680 | Long/Short Position | 53.83% | | Nan Zhen | Controlled Corporation | 714,163,680 | Long/Short Position | 53.83% | | Hammer Capital Private Investments Limited | Person with a security interest in shares | 714,163,680 | Long Position | 53.83% | | Zhang Shaohui | Controlled Corporation | 714,163,680 | Long Position | 53.83% | | Zeng Lingqi | Controlled Corporation | 714,163,680 | Long Position | 53.83% | | Simply Perfect Group Limited (PINE Technology (BVI) Limited) | Beneficial Owner | 1,725 (PINE Technology (BVI) Limited) | Long Position | 15% (PINE Technology (BVI) Limited) | - All shares held by Smart Global are pledged as collateral for financing granted to Smart Global[37] - 74% of the share capital of Simply Perfect Group Limited is beneficially owned by Mr. Zhao Hengtai, a former executive director of the Company[37] Share Option Scheme The Company's share option scheme, adopted in 2013 and revised in 2018, incentivizes directors and employees, is valid until 2023, has a 10% limit, and saw no activity this period - The share option scheme was adopted in 2013 and revised in 2018, aiming to provide incentives or rewards to directors, eligible employees, or individuals who have contributed to the Group[38] - The share option scheme will continue until November 21, 2023[38] - After updating the scheme's authorized limit, the Company may grant share options for up to 132,670,173 shares, representing approximately 10% of the issued shares[42][47] | Grantee | Position | Grant Date | Exercise Price (HKD) | Unexercised Options as of July 1, 2021 (units) | Unexercised Options as of December 31, 2021 (units) | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Zhang Sanhuo | Chairman and CEO | September 22, 2017 | 0.83 | 6,000,000 | 6,000,000 | | Mr. Zhang Sanhuo | Chairman and CEO | December 12, 2018 | 0.46 | 10,860,000 | 10,860,000 | | Mr. Chen Zhuohao | Executive Director | September 22, 2017 | 0.83 | 6,000,000 | 6,000,000 | | Mr. Chen Zhuohao | Executive Director | December 12, 2018 | 0.46 | 13,260,000 | 13,260,000 | | Other Grantees | Consultant | December 12, 2018 | 0.46 | 36,520,000 | 36,520,000 | | Total | | | | 72,640,000 | 72,640,000 | - For the six months ended December 31, 2021, no share options under the scheme were granted, exercised, cancelled, or lapsed, and no share-based payment expenses were recognized[47] Profit Guarantee Changyu Group's third-period profit guarantee was achieved, with audited consolidated post-tax profit not less than HKD 16,500,000 - The audited consolidated post-tax profit for Changyu Group's third-period profit guarantee was not less than HKD 16,500,000[48] - The third-period profit guarantee has been achieved[48] Corporate Governance Code The Company complied with the old Corporate Governance Code, except for combined Chairman/CEO roles and directors' rotation, believing the structure provides strong leadership - The Company has complied with all code provisions set out in the old Corporate Governance Code throughout the current period, except for code provisions A.2.1 and A.4.2[50] - The roles of Chairman and Chief Executive Officer are held by Mr. Zhang Sanhuo, constituting a deviation from code provision A.2.1 (new code C.2.1), but the Company believes this structure benefits consolidated and consistent leadership[50][51] - The provisions for directors' rotation deviate from code provision A.4.2 (new code B.2.2), and the Company intends to comply by having one-third of all directors retire by rotation every three years[52] Changes in Directors' Information Executive Director Mr. Chen Zhuohao was appointed as an independent non-executive director of EPS Creative Technology Group Limited effective July 9, 2021 - Executive Director Mr. Chen Zhuohao was appointed as an independent non-executive director of EPS Creative Technology Group Limited (stock code: 3860), effective July 9, 2021[55] Directors' Securities Transactions All directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers throughout the period - All Directors have confirmed that they have complied with the required standards set out in the Model Code throughout the current period[56] Audit Committee The Audit Committee, comprising three independent non-executive directors, reviewed accounting principles, audit, risk management, internal controls, and financial reporting - The Audit Committee comprises three independent non-executive directors: Mr. Su Hanzhang (Chairman), Mr. Zhou Chunsheng, and Mr. Tian Hong[57] - The Audit Committee has reviewed the accounting principles and practices adopted by the Group and discussed audit, risk management, internal control, and financial reporting matters (including reviewing the Group's unaudited condensed consolidated interim financial statements for the current period)[57] Purchase, Sale or Redemption of Listed Securities Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period - During the period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[59] Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the Group's financial performance, showing a 39.2% revenue decrease, improved gross margin, and reduced loss for the period and attributable to owners | Indicator | Six Months Ended December 31, 2021 (thousand USD) | Six Months Ended December 31, 2020 (thousand USD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 5,258 | 8,652 | -39.2% | | Cost of Sales | (2,961) | (6,179) | -52.1% | | Gross Profit | 2,297 | 2,473 | -7.1% | | Gross Margin | 43.7% | 28.6% | +15.1 ppts | | Selling and Distribution Expenses | (162) | (170) | -4.7% | | General and Administrative Expenses | (2,260) | (4,524) | -50.0% | | Loss Before Income Tax | (188) | (1,173) | -84.0% | | Loss for the Period | (192) | (1,212) | -84.2% | | Loss Attributable to Owners of the Company | (487) | (1,340) | -63.7% | | Basic and Diluted Loss Per Share (US cents) | (0.04) | (0.10) | -60.0% | - Total comprehensive loss for the period was 97 thousand USD, a significant reduction from 727 thousand USD in the prior period[62] - Exchange differences arising from the translation of overseas operations resulted in 95 thousand USD in other comprehensive income[62] Condensed Consolidated Statement of Financial Position This statement provides a snapshot of the Group's assets, liabilities, and equity, showing a 4.6% increase in current assets, an 81.8% increase in cash, and a slight decrease in total equity | Indicator | December 31, 2021 (thousand USD) | June 30, 2021 (thousand USD) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current Assets | 18,120 | 19,132 | -5.3% | | Current Assets | 21,428 | 20,484 | +4.6% | | Trade and Other Receivables | 2,216 | 4,729 | -53.1% | | Loans Receivable | 9,534 | 10,539 | -9.5% | | Bank Balances and Cash | 8,700 | 4,784 | +81.8% | | Current Liabilities | 4,805 | 3,959 | +21.4% | | Bank Borrowings (Current) | 1,833 | 881 | +108.1% | | Non-current Liabilities | 1,447 | 2,264 | -36.1% | | Net Assets (Total Equity) | 33,296 | 33,393 | -0.3% | - Goodwill remained unchanged at 7,985 thousand USD, while intangible assets slightly decreased[66] - Net current assets increased from 16,525 thousand USD to 16,623 thousand USD[66] Condensed Consolidated Statement of Changes in Equity This statement details changes in the Group's equity components, including loss attributable to owners and non-controlling interests, and exchange reserve movements | Indicator | December 31, 2021 (thousand USD) | July 1, 2021 (thousand USD) | Change (thousand USD) | | :--- | :--- | :--- | :--- | | Equity Attributable to Owners of the Company | 26,138 | 26,534 | (396) | | Non-controlling Interests | 7,158 | 6,859 | 299 | | Total Equity | 33,296 | 33,393 | (97) | - Accumulated losses attributable to owners of the Company increased from 54,406 thousand USD to 54,893 thousand USD[69] - Exchange reserve increased from 199 thousand USD to 290 thousand USD[69] Condensed Consolidated Statement of Cash Flows This statement summarizes cash flows from operating, investing, and financing activities, showing improved operating cash flow and increased cash and cash equivalents | Indicator | Six Months Ended December 31, 2021 (thousand USD) | Six Months Ended December 31, 2020 (thousand USD) | Change (thousand USD) | | :--- | :--- | :--- | :--- | | Net Cash From/(Used In) Operating Activities | 3,760 | (2,547) | +6,307 | | Net Cash Used In Investing Activities | (9) | 0 | (9) | | Net Cash From Financing Activities | 123 | 4,502 | -4,379 | | Net Increase in Cash and Cash Equivalents | 3,874 | 1,955 | +1,919 | | Cash and Cash Equivalents at End of Period | 8,700 | 6,412 | +2,288 | - Net cash flow from operating activities shifted from a net outflow in the prior period to a net inflow in the current period, indicating improved operating performance[71] - Net cash from financing activities significantly decreased, primarily due to higher financing activities in the prior period[71] Notes to the Condensed Consolidated Interim Financial Statements This section provides detailed explanations and disclosures for the interim financial statements, covering general information, accounting policies, and specific financial items General Information The Company is incorporated in Bermuda and listed in Hong Kong, with primary businesses including computer components, consumer electronics, money lending, trading, and software/system development - The Company was incorporated in Bermuda under the Companies Act, and its shares are listed and traded on the Main Board of The Stock Exchange of Hong Kong Limited[73] - The Group's principal businesses are the manufacturing and sale of quality computer components, consumer electronic products and others, provision of money lending services, trading business, and computer software, hardware and system development services[73] - The condensed consolidated interim financial statements are presented in United States Dollars, the functional currency of the Company[73] Basis of Preparation and Principal Accounting Policies The unaudited condensed consolidated interim financial statements are prepared under HKFRS 34 and HKEX Listing Rules, using consistent accounting policies with no significant impact from new HKFRS - The unaudited condensed consolidated interim financial statements have been prepared in accordance with the applicable disclosure requirements of the Rules Governing the Listing of Securities on the Stock Exchange and Hong Kong Accounting Standard 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants[74] - The accounting policies and methods of computation used in the condensed consolidated interim financial statements for the current period are the same as those applied in the preparation of the Group's annual financial statements for the year ended June 30, 2021[74] - The adoption of new and revised Hong Kong Financial Reporting Standards will not result in any significant changes to the Group's accounting policies, the presentation of the consolidated financial statements, or the reported accounts[76] Revenue and Segment Information The Group's operating segments include branded products, money lending, trading, and computer software/system development, with money lending and software/system development as primary 2021 revenue sources - The Group's operating segments include Group branded products, other branded products, money lending services, trading business, and computer software, hardware and system development services[77] | Segment | 2021 Revenue (thousand USD) | 2020 Revenue (thousand USD) | | :--- | :--- | :--- | | Group Branded Products | – | 2 | | Other Branded Products | – | 4,294 | | Money Lending Services | 789 | 574 | | Trading Business | – | – | | Computer Software, Hardware and System Development Services | 4,469 | 3,782 | - In 2021, neither the Group branded products nor other branded products segments generated any revenue[81] Loss Before Income Tax Loss before income tax is calculated after deducting 741 thousand USD for intangible asset amortization and 188 thousand USD for depreciation, with no trade receivables impairment reversal this period | Indicator | Six Months Ended December 31, 2021 (thousand USD) | Six Months Ended December 31, 2020 (thousand USD) | | :--- | :--- | :--- | | Amortization of Intangible Assets | 741 | 741 | | Depreciation and Amortization | 188 | 203 | | Reversal of Impairment Loss on Trade Receivables | – | (206) | Income Tax Expense Income tax expense for the period was 4 thousand USD, primarily PRC enterprise income tax and deferred tax credits, with Hong Kong profits tax using a two-tiered rate and PRC subsidiaries at 25% | Indicator | Six Months Ended December 31, 2021 (thousand USD) | Six Months Ended December 31, 2020 (thousand USD) | | :--- | :--- | :--- | | Hong Kong Profits Tax | – | 1 | | PRC Enterprise Income Tax | 114 | 161 | | Deferred Tax | (110) | (133) | | Total Income Tax Expense | 4 | 39 | - Hong Kong profits tax is calculated under a two-tiered profits tax rate regime, with the first HKD 2,000,000 taxed at 8.25% and the remainder at 16.5%[88] - The tax rate for PRC subsidiaries is 25%[88] Dividends No dividends were paid or proposed during the current period - No dividends were paid or proposed during the current period[90] Loss Per Share Basic loss per share for the period was 0.04 US cents, an improvement from the prior period, with all potential ordinary shares having an anti-dilutive effect - Basic loss per share attributable to owners of the Company was approximately 0.04 US cents[91] - Basic loss per share is calculated based on the loss attributable to owners of the Company of approximately 487,000 USD for the current period and the weighted average of 1,326,702,000 ordinary shares outstanding during the period[91] - During the current period, the effect of all potential ordinary shares was anti-dilutive[92] Trade and Other Receivables Net trade receivables significantly decreased by 72.9% to 820 thousand USD, with credit terms of 1 to 180 days and no pledged trade receivables | Indicator | December 31, 2021 (thousand USD) | June 30, 2021 (thousand USD) | Change (%) | | :--- | :--- | :--- | :--- | | Net Trade Receivables | 820 | 3,027 | -72.9% | | Deposits, Prepayments and Other Receivables | 1,396 | 1,702 | -17.9% | | Total Trade and Other Receivables | 2,216 | 4,729 | -53.1% | - The Group offers credit terms of 1 to 180 days to its trade customers[94] - No trade and other receivables were pledged[94] Loans Receivable Fixed-rate loans receivable decreased by 9.5% to 9.534 million USD, are unsecured, bear 8% to 12% annual interest, mature in 180 to 365 days, and had no overdue amounts or impairment | Indicator | December 31, 2021 (thousand USD) | June 30, 2021 (thousand USD) | Change (%) | | :--- | :--- | :--- | :--- | | Fixed-rate Loans Receivable | 9,534 | 10,539 | -9.5% | - Unsecured loans receivable bear fixed annual interest rates ranging from 8% to 12% and have maturity dates between 180 and 365 days[96] - No loans receivable were overdue at the end of the reporting period, and the Directors believe no provision or impairment is necessary[96] Trade and Other Payables Trade payables increased by 39.5% to 968 thousand USD, while other payables decreased, resulting in a slight overall decrease, with a 30 to 60-day average credit period | Indicator | December 31, 2021 (thousand USD) | June 30, 2021 (thousand USD) | Change (%) | | :--- | :--- | :--- | :--- | | Trade Payables | 968 | 694 | +39.5% | | Accrued Expenses and Other Payables | 828 | 1,158 | -28.5% | | Total Trade and Other Payables | 1,796 | 1,852 | -3.0% | - The average credit period for goods purchased is 30 to 60 days[98]