罗马元宇宙集团(08072) - 2023 Q3 - 季度财报

Financial Highlights The company's revenue for the nine months ended December 31, 2022, decreased by 33.6% to approximately HKD 44.4 million, resulting in a loss of HKD 2.4 million for the period Financial Highlights for the Nine Months Ended December 31, 2022 | Metric | Amount/Value | | :--- | :--- | | Revenue | Approx. HKD 44.4 million (33.6% YoY decrease) | | Loss for the period | Approx. HKD 2.4 million (Loss of HKD 0.1 million in prior period) | | Basic loss per share | 0.35 HK cents | | Dividend | Not declared | Consolidated Financial Statements This section provides the unaudited condensed consolidated financial statements, detailing the company's financial performance and position for the period Unaudited Condensed Consolidated Statement of Comprehensive Income For the nine months ended December 31, 2022, the Group's revenue decreased by 33.6% to HKD 44.4 million, with the loss for the period widening to HKD 2.4 million from HKD 0.1 million in the prior year Performance Overview for the Nine Months Ended December 31, 2022 | Item | For the nine months ended Dec 31, 2022 (HKD thousand) | For the nine months ended Dec 31, 2021 (HKD thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 44,373 | 66,851 | -33.6% | | Loss before income tax | (2,386) | (115) | Loss widened | | Loss attributable to owners of the Company | (2,407) | (45) | Loss widened | | Basic loss per share (HK cents) | (0.35) | (0.01) | Loss widened | Unaudited Condensed Consolidated Statement of Changes in Equity As of December 31, 2022, the Group's total equity was HKD 365.2 million, a slight decrease from HKD 365.7 million on April 1, 2022, primarily due to a comprehensive loss of HKD 2.4 million - As of December 31, 2022, total equity attributable to owners of the Company was HKD 369.3 million (totaling HKD 365.2 million after deducting non-controlling interests), a decrease from HKD 400.5 million in the prior year[6] Notes to the Consolidated Financial Statements This section provides detailed explanations on the basis of financial statement preparation, key accounting policies, and a breakdown of significant items such as revenue, expenses, taxation, dividends, and earnings per share Notes 1-2: Company Information and Basis of Preparation The Company, an investment holding company incorporated in the Cayman Islands, primarily engages in valuation and advisory, financing, and securities services, with financial statements prepared in HKD under Hong Kong Financial Reporting Standards - The Group primarily operates in three business segments: (i) Valuation and Advisory Services; (ii) Financing Services; and (iii) Securities Brokerage, Placement and Underwriting, and Investment Advisory and Asset Management Services[9][20] Note 3: Revenue For the nine months ended December 31, 2022, total Group revenue was HKD 44.4 million, with Valuation and Advisory Services being the primary contributor at HKD 26.0 million, despite a significant 43.9% year-on-year decline in this segment Revenue Composition for the Nine Months Ended December 31, 2022 | Business Segment | 2022 (HKD thousand) | 2021 (HKD thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Valuation and Advisory Services | 25,962 | 46,322 | -43.9% | | Securities Brokerage, Placement and Underwriting, etc. | 394 | 1,773 | -77.8% | | Interest income from provision of financing services | 18,017 | 18,756 | -4.0% | | Total | 44,373 | 66,851 | -33.6% | Notes 4-8: Gains, Expenses and Taxation During the period, other gains, other income, and losses significantly increased to HKD 9.5 million, primarily due to gains from asset disposal and government subsidies, while finance costs rose to HKD 5.1 million due to increased bank borrowings - Other gains, other income, and losses increased from HKD 2.3 million in the prior year to HKD 9.5 million, primarily driven by a one-off gain from asset disposal (HKD 2.7 million), government 'Employment Support Scheme' subsidies (HKD 1.5 million), and management fee income (HKD 3.3 million)[23] - Finance costs increased from HKD 2.9 million in the prior year to HKD 5.1 million, mainly due to higher interest on bank borrowings and other loans[33] Notes 9-10: Dividends and Earnings Per Share The Board resolved not to declare any dividend for the nine months ended December 31, 2022, resulting in a basic loss per share of 0.35 HK cents based on the HKD 2.4 million loss for the period - The Board does not recommend the payment of any dividend for the nine months ended December 31, 2022[36] Loss Per Share Calculation | Item | For the nine months ended Dec 31, 2022 | For the nine months ended Dec 31, 2021 | | :--- | :--- | :--- | | Loss used for calculation (HKD thousand) | (2,407) | (45) | | Weighted average number of ordinary shares (thousand shares) | 684,542 | 669,114 | | Basic loss per share (HK cents) | (0.35) | (0.01) | Management Discussion and Analysis This section provides an overview of the Group's operational performance, financial position, capital structure, and future outlook, highlighting key drivers and strategic initiatives Business and Financial Review For the nine months ended December 31, 2022, the Group's total revenue decreased by 33.6% to HKD 44.4 million, primarily due to a 44.0% decline in valuation and advisory services, leading to an expanded loss attributable to owners of the Company of HKD 2.4 million - Revenue from Valuation and Advisory Services decreased by 44.0%, primarily due to the completion of the disposal of a subsidiary engaged in ESG reporting and risk advisory services in March 2022, and a reduction in the number of projects engaged[44] - Revenue from securities brokerage-related services decreased, mainly attributable to the unfavorable investment sentiment in the Hong Kong stock market[46] - Loss attributable to owners of the Company increased to HKD 2.4 million, primarily due to the impact of a HKD 22.5 million decrease in revenue, which outweighed the positive effects of a HKD 7.1 million increase in other gains and a HKD 10.9 million decrease in other expenses[54] Capital Structure As of December 31, 2022, HKD 55.9 million of the HKD 258.0 million raised from the 2017 rights issue remained unutilized, with its deployment for potential business investments delayed due to management's cautious approach amid COVID-19 Use of Proceeds from 2017 Rights Issue | Intended Use | Intended Amount (HKD million) | Amount Used as of Dec 31, 2022 (HKD million) | Unused Amount (HKD million) | | :--- | :--- | :--- | :--- | | Expansion of financing business | 135.0 | 135.0 | – | | Investment in potential businesses | 90.0 | 34.1 | 55.9 | | General working capital | 33.0 | 33.0 | – | | Total | 258.0 | 202.1 | 55.9 | - The global COVID-19 pandemic's economic impact led management to be more cautious in seeking potential business opportunities, resulting in unforeseen delays in the utilization of rights issue proceeds[60] Future Prospects The Group aims to strengthen its leading position in Hong Kong's valuation and advisory services, exploring M&A opportunities and leveraging 'Belt and Road' and Greater Bay Area policies for new business growth despite economic challenges - The core strategy is to become a leading valuation and advisory services provider in Hong Kong, continuously exploring opportunities to expand service offerings and pursue mergers and acquisitions to solidify market position[63] - The 'Belt and Road' Initiative and the Greater Bay Area development are expected to create new opportunities for Hong Kong as an international financial hub, and the Group will identify new business opportunities for growth[63] Significant Acquisitions or Disposals In December 2022, the Group completed the disposal of approximately 21.9% equity interests in two licensed corporations, Best Ascent Holdings Limited and Fantastic Adventure Holdings Limited, for a total consideration of HKD 2.0 million - On December 20, 2022, the Group disposed of approximately 21.9% equity interests in Best Ascent Holdings Limited (engaged in securities trading) and Fantastic Adventure Holdings Limited (engaged in securities advisory and asset management), for total considerations of HKD 0.9 million and HKD 1.1 million, respectively[66][67] Other Information This section covers information regarding directors' and major shareholders' interests, corporate governance practices, and events occurring after the reporting period Directors' and Major Shareholders' Interests As of December 31, 2022, Chairman Mr. Yu Ji Hua held a 2.50% deemed interest through a controlled corporation, while major shareholder Aperto Investments Limited, wholly owned by Mr. Luk Kai Yan, held a 29.91% interest Directors' and Major Shareholders' Shareholding | Name/Entity | Capacity | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Yu Ji Hua | Interest in controlled corporation | 17,540,000 | 2.50% | | Aperto Investments Limited | Beneficial owner | 210,000,000 | 29.91% | | Mr. Luk Kai Yan | Interest in controlled corporation | 210,000,000 | 29.91% | Corporate Governance The Company generally complies with the Corporate Governance Code, with one deviation where the Chairman and Chief Executive Officer roles are combined, which the Board believes provides strong leadership and is balanced by the independent non-executive directors - The Company deviates from Corporate Governance Code provision C.2.1, which stipulates a separation of the roles of Chairman and Chief Executive Officer, as Mr. Yu Ji Hua holds both positions concurrently[78][80] - The Board believes that combining the roles of Chairman and Chief Executive Officer provides strong and consistent leadership, enhancing efficiency in planning and executing business decisions without compromising the balance of power[80] Events After Reporting Period In January 2023, the Group further disposed of shares in Best Ascent Holdings Limited and Fantastic Adventure Holdings Limited to an investor for a total of HKD 0.5 million, who also subscribed for new shares in these companies - In January 2023, the Group sold 54 shares of Best Ascent (for HKD 0.2 million) and 54 shares of Fantastic Adventure (for HKD 0.3 million) to an investor, who also subscribed for newly issued shares in both companies[83][85][86] Audit Committee The Audit Committee, comprising three independent non-executive directors and chaired by Mr. Chung Man Lai, has reviewed the quarterly results report and the unaudited condensed consolidated financial statements - The Audit Committee comprises three independent non-executive directors: Mr. Chung Man Lai (Chairman), Mr. Ko Wai Lun, and Ms. Li Tak Yin, and has reviewed this financial report[88]