皓天财经集团(01260) - 2023 - 中期财报

Company Information The company's key management includes executive directors and independent non-executive directors, with Zhonghui Anda (Hong Kong) CPA Co., Ltd. as independent auditor - Company's main management includes Executive Directors Liu Tianni (Chairman and CEO) and Liu Lin, and three independent non-executive directors, with Liang Zirong as Audit Committee Chairman[4] Key Financial Statements Consolidated Statement of Profit or Loss During the reporting period, the company experienced a decline in both revenue and net profit, with revenue decreasing by 10.7% to HKD 169 million and profit for the period falling by 16.7% to HKD 24.36 million Results Summary for the Six Months Ended September 30 | Indicator | 2022 (Unaudited) HKD Thousands | 2021 (Unaudited) HKD Thousands | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 168,761 | 188,925 | -10.7% | | Gross Profit | 88,490 | 100,694 | -12.1% | | Profit Before Tax | 29,513 | 38,441 | -23.2% | | Profit for the Period | 24,355 | 29,336 | -16.7% | | Total Comprehensive Income for the Period | (10,712) | (73,613) | N/A | | Basic Earnings Per Share | 2.1 HK cents | 2.5 HK cents | -16.0% | Consolidated Statement of Financial Position As of September 30, 2022, total assets slightly increased to HKD 1.562 billion, while total equity marginally decreased to HKD 1.380 billion, with improved net current assets Financial Position Summary | Indicator | As of September 30, 2022 (Unaudited) HKD Thousands | As of March 31, 2022 (Audited) HKD Thousands | Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 799,936 | 852,568 | -6.2% | | Current Assets | 762,428 | 696,213 | +9.5% | | Total Assets | 1,562,364 | 1,548,781 | +0.9% | | Current Liabilities | 181,927 | 157,632 | +15.4% | | Net Assets (Total Equity) | 1,380,437 | 1,391,149 | -0.8% | Consolidated Statement of Cash Flows Operating activities generated a net cash inflow of HKD 34.31 million, a significant improvement from the prior period's outflow, though cash and cash equivalents decreased due to substantial net cash outflow from investing activities Cash Flow Summary for the Six Months Ended September 30 | Indicator | 2022 (Unaudited) HKD Thousands | 2021 (Unaudited) HKD Thousands | | :--- | :--- | :--- | | Net Cash from Operating Activities | 34,313 | (9,326) | | Net Cash from Investing Activities | (108,114) | 175,908 | | Net Cash from Financing Activities | – | 156,940 | | Net (Decrease)/Increase in Cash and Cash Equivalents | (73,801) | 9,642 | | Cash and Cash Equivalents at End of Period | 47,964 | 160,247 | Consolidated Statement of Changes in Equity Total equity decreased to HKD 1.380 billion primarily due to a HKD 35.07 million loss from other comprehensive income, mainly from fair value changes in debt instruments - Total equity decreased from HKD 1,391,149 thousand at the beginning of the period to HKD 1,380,437 thousand at the end of the period, a reduction of HKD 10,712 thousand[14][19] - The primary reason for the decrease in equity was a net loss of HKD 42,220 thousand from fair value changes in debt instruments at fair value through other comprehensive income (FVTOCI)[19] Notes to the Financial Statements Revenue and Segment Information Group revenue primarily from financial public relations services decreased by 10.0% to HKD 169 million, while international roadshow services recorded no revenue due to the pandemic Segment Results for the Six Months Ended September 30 | Segment | 2022 Revenue (HKD Thousands) | 2021 Revenue (HKD Thousands) | 2022 Profit/(Loss) (HKD Thousands) | 2021 Profit/(Loss) (HKD Thousands) | | :--- | :--- | :--- | :--- | :--- | | Financial Public Relations Services | 168,761 | 187,463 | 55,560 | 57,602 | | International Roadshow Services | – | 1,462 | (5) | 2,140 | | Total | 168,761 | 188,925 | 55,555 | 59,742 | - Due to the ongoing pandemic, international roadshow activities were suspended, resulting in no revenue from this business segment during the reporting period[100] Financial Assets The Group holds various financial assets, including financial assets at fair value through profit or loss (FVTPL) and debt instruments at fair value through other comprehensive income (FVTOCI) Financial Assets at Fair Value Through Profit or Loss (FVTPL) Total FVTPL assets amounted to HKD 161 million, primarily comprising convertible bonds issued by Silver Base International and investments in unlisted and listed equity funds Details of Financial Assets at Fair Value Through Profit or Loss | Asset Category | September 30, 2022 (HKD Thousands) | March 31, 2022 (HKD Thousands) | | :--- | :--- | :--- | | Non-current Assets | | | | Unlisted Investment Funds | 43,483 | 43,099 | | Current Assets | | | | Convertible Bonds | 101,894 | 117,144 | | Listed Equity Investments | 15,984 | 22,452 | | Total | 161,361 | 182,695 | - The convertible bonds held are issued by Silver Base International Holdings Group Limited, listed on the Stock Exchange, with a principal amount of HKD 100 million[50][51] Debt Instruments at Fair Value Through Other Comprehensive Income (FVTOCI) The Group holds listed debt instruments with a total fair value of HKD 187 million, denominated in USD, showing a decrease from the prior period Details of Debt Instruments at Fair Value Through Other Comprehensive Income | Asset Category | September 30, 2022 (HKD Thousands) | March 31, 2022 (HKD Thousands) | | :--- | :--- | :--- | | Listed Bonds | 187,116 | 216,582 | | Of which: Non-current Assets | 41,908 | 73,566 | | Of which: Current Assets | 145,208 | 143,016 | - All debt instruments at fair value through other comprehensive income are denominated in USD[59] Share Capital and Major Shareholders As of September 30, 2022, the company had 1.151 billion ordinary shares issued, with Chairman Mr. Liu Tianni and his spouse holding approximately 70.83% and Fidelity Funds as a major shareholder - The company's issued and fully paid share capital is HKD 11,515 thousand, corresponding to 1,151,454,000 ordinary shares with a par value of HKD 0.01 each[67] - Chairman Mr. Liu Tianni is deemed to hold an interest in 815,616,000 shares, representing 70.83% of the company's issued share capital[71] - Major shareholders include Sapphire Star (65.14%) and Fidelity Funds Management Limited (5.42%)[79] Management Discussion and Analysis Business and Financial Review The Group's revenue decreased by 10.7% to HKD 169 million and profit by 16.7% to HKD 24.4 million due to pandemic impacts on financial PR and roadshow services, yet the Group maintained a strong financial position with no bank borrowings Performance Overview | Indicator | For the Six Months Ended September 30, 2022 HKD Millions | For the Six Months Ended September 30, 2021 HKD Millions | Change | | :--- | :--- | :--- | :--- | | Revenue | Approx. 168.8 | Approx. 188.9 | -10.7% | | Profit | Approx. 24.4 | Approx. 29.3 | -16.7% | - Revenue from the financial public relations services segment decreased by 10.0%, and profit decreased by 3.5%; the international roadshow services segment had no revenue due to pandemic suspension[99][100] - The Group's financial position is sound, with no bank borrowings at the end of the period and a capital gearing ratio of 0%, with bank balances, cash, and time deposits totaling approximately HKD 398 million[105] Outlook Management anticipates continued global market uncertainties and plans to focus on digital transformation with the 'Hao Tian Cloud App' and deepen market penetration in mainland China - Facing challenges from global economic recovery impacted by the pandemic, geopolitics, and inflation, the Group will focus on finding opportunities amidst difficulties[110] - Strategic priorities include: intensifying efforts to launch the self-developed "Hao Tian Cloud App" to provide one-stop cross-border online roadshow and live streaming services; continuing to operate the "Hao Tian Think Tank" and "Hao Tian IDEAS Summit" two major online service platforms[110] - The Group will increase its presence in the mainland China market, leveraging its offices and professional teams in Beijing, Shanghai, Shenzhen, and Chengdu to deepen its mainland layout and expand regional clientele[111] Other Information Dividend Policy The Board does not recommend an interim dividend for the six months ended September 30, 2022, consistent with the prior year's policy - The Board does not recommend an interim dividend for the six months ended September 30, 2022 (2021: nil)[114] Use of Proceeds The company disclosed the utilization of IPO and placing proceeds, with funds allocated to strategic acquisitions, Hong Kong office establishment, and the 'Hao Tian Cloud' platform, with remaining funds expected to be fully utilized by 2023 Summary of Use of Proceeds | Source | Intended Use | Amount Utilized (HKD Millions) | Unutilized Amount (HKD Millions) | Expected Utilization Time | | :--- | :--- | :--- | :--- | :--- | | IPO | Strategic Mergers and Acquisitions | 105.1 | 19.8 | 2023 | | IPO | Acquisition or Establishment of China Joint Ventures | 22.0 | 102.9 | December 31, 2023 | | Placing of Existing Shares and Subscription of New Shares | Creation of "Hao Tian Cloud" Platform | 356.5 | 66.5 | 2023 | Corporate Governance The company generally complied with corporate governance code provisions, with a noted deviation where the Chairman and CEO roles are combined, and an audit committee is in place to review financial statements - The company has one deviation from the Corporate Governance Code: the functions of Chairman and Chief Executive Officer are not segregated, both held by Mr. Liu Tianni, which the Board believes provides stronger and more consistent leadership[123][131] - The company has established an Audit Committee comprising three independent non-executive directors, responsible for reviewing accounting principles, internal controls, and financial statements[136] - During the period, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities[126][133]