Financial Performance - The company's revenue for the three months ended June 30, 2022, was approximately HKD 22,000,000, a decrease of about 17.0% compared to HKD 26,500,000 for the same period in 2021[5] - The loss attributable to the owners of the company for the three months ended June 30, 2022, was approximately HKD 4,000,000, compared to a loss of HKD 1,300,000 for the same period in 2021[5] - The gross profit for the three months ended June 30, 2022, was HKD 13,192,000, compared to HKD 13,959,000 for the same period in 2021[7] - Operating loss for the three months ended June 30, 2022, was HKD 3,766,000, compared to an operating loss of HKD 1,314,000 for the same period in 2021[7] - The basic and diluted loss per share for the three months ended June 30, 2022, was HKD 1.65, compared to HKD 0.53 for the same period in 2021[7] - Retail and wholesale revenue for the three months ended June 30, 2022, was approximately HKD 12,400,000, down from HKD 17,200,000 in the same period last year, representing a decrease of about 28%[33] Dividend Policy - The company does not recommend the payment of dividends for the three months ended June 30, 2022, consistent with the previous year[5] - The company does not recommend the payment of dividends for the three months ended June 30, 2022[35] Business Operations - The company’s main business activities include lending, financial instruments, and investment in quoted shares[12] - Revenue from lending for the three months ended June 30, 2022, was HKD 9,620,000, compared to HKD 9,307,000 for the same period in 2021[17] - The lending business generated revenue of approximately HKD 9,600,000 during the review period, indicating a stable income stream[31] - The company expects the lending segment to generate sustainable income in the future despite economic challenges[31] - The company plans to expand its lending business and explore new investment opportunities to maximize shareholder returns[34] - The company has been developing its retail and online sales business since 2015, focusing on its own brand products[29] Shareholder Information - The total equity as of June 30, 2022, was HKD 199,394,000, down from HKD 203,370,000 as of April 1, 2022[9] - As of June 30, 2022, Mr. Lo Ka-ki held 2,185,000 shares, representing 0.91% of the company's issued share capital[42] - Ms. Bai Yu held 26,093,500 shares, accounting for 10.86% of the company's issued share capital as of June 30, 2022[45] - Beneficial owner Po Fung Management Limited held 83,908,613 shares, representing 34.91% of the company's issued share capital[45] Corporate Governance - The company has adhered to the corporate governance code, except for the deviation from Rule A.2.1, where the roles of Chairman and CEO are held by the same individual[51] - The audit committee consists of four independent non-executive directors, ensuring a balanced composition and oversight of financial reporting processes[54] - The company has established a remuneration committee to review and formulate the remuneration policy for directors and senior management based on operational performance and market practices[55] - A nomination committee has been formed to review and recommend any proposed changes or appointments of directors to the board[56] Financial Reporting - The financial statements are prepared in accordance with the Hong Kong Financial Reporting Standards and GEM Listing Rules[13] - The unaudited consolidated results for the three months ended June 30, 2022, have been reviewed by the audit committee, which believes the preparation of these results complies with applicable accounting standards and regulations[53] Legal and Compliance - The company incurred legal and professional fees of approximately HKD 1,200,000 related to a mandatory conditional cash offer[30] - The company confirmed that all directors complied with the trading standards as of June 30, 2022[50] - The company did not purchase, sell, or redeem any of its listed securities from April 1, 2022, to June 30, 2022[48] Share Transactions - The company agreed to acquire 82,288,613 shares, representing approximately 34.24% of the total issued share capital, at a price of HKD 0.08 per share, totaling HKD 6,583,089.04[36] - Following the completion of the share purchase agreement, the offeror and its concert parties held a total of 120,797,911 shares, equivalent to about 50.26% of the company's total issued shares[38] - The board proposed a rights issue to issue up to 120,179,677 rights shares at a subscription price of HKD 0.12 per share, aiming to raise approximately HKD 14,420,000 before expenses[39] - The estimated net proceeds from the rights issue are expected to be around HKD 12,620,000, translating to a net subscription price of approximately HKD 0.11 per rights share[39]
仍志集团控股(08079) - 2023 Q1 - 季度财报