F8企业(08347) - 2023 - 中期财报

CORPORATE INFORMATION Board of Directors and Committees The Company's Board of Directors comprises executive and independent non-executive directors, supported by audit, remuneration, and nomination committees to ensure sound corporate governance - The Board members include executive directors Mr. Fong Chun Man (Chairman), Ms. Lo Pui Yee (Vice Chairman), Mr. Chan Chi Fai (CEO), and independent non-executive directors Mr. Chui Chi Yan, Mr. Kwong Yuk Lap, and Mr. Wong On Yuen[9] - Mr. Chui Chi Yan chairs the Audit Committee, Mr. Wong On Yuen chairs the Remuneration Committee, and Mr. Kwong Yuk Lap chairs the Nomination Committee[9] Company Details and Advisors The Company is registered in the Cayman Islands with its principal place of business in Hong Kong, engaging professional accountants, lawyers, and banks as its key advisors - The Company Secretary is Ms. Leung Yin Fai (HKICPA, FCCA, CPAA)[10] - The registered office is in the Cayman Islands, with the Hong Kong head office and principal place of business at Unit 3304, 33/F, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong[10][12] - The auditor is National Auditing Firm Limited, legal advisor is Cheung Tai Shu & Co., and principal banker is The Hongkong and Shanghai Banking Corporation Limited[13] HIGHLIGHTS Financial Highlights The Group achieved significant financial improvement for the six months ended September 30, 2022, with substantial revenue growth and a successful turnaround to profit, though the Board did not recommend a dividend Financial Highlights for the Six Months Ended September 30, 2022 | Metric | 2022 (HK$ million) | 2021 (HK$ million) | Change (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 245.5 | 168.8 | 76.7 | 45.4% | | Profit/(Loss) | 3.8 | (5.1) | 8.9 | N/A | - The Group recorded profit primarily due to increased diesel sales and reduced other operating expenses[16][17] - The Board did not recommend the payment of any dividend for the six months ended September 30, 2022[16][18] UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME Consolidated Profit or Loss Performance The Group achieved a significant profit turnaround for the six months ended September 30, 2022, with substantial growth in revenue and gross profit, moving from a loss to a profit, and positive earnings per share Key Consolidated Profit or Loss Statement Data for the Six Months Ended September 30, 2022 | Metric | 2022 (HK$ thousand) | 2021 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 245,468 | 168,753 | 76,715 | 45.4% | | Cost of sales | (234,438) | (160,957) | (73,481) | 45.7% | | Gross profit | 11,030 | 7,796 | 3,234 | 41.5% | | Operating profit/(loss) | 5,134 | (3,188) | 8,322 | N/A | | Profit/(Loss) before taxation | 3,795 | (5,668) | 9,463 | N/A | | Profit/(Loss) for the period | 3,795 | (5,107) | 8,902 | N/A | | Profit/(Loss) for the period attributable to owners of the Company | 3,795 | (5,380) | 9,175 | N/A | | Basic and diluted earnings/(loss) per share (HK cents) | 3.56 | (5.69) | 9.25 | N/A | - For the six months ended September 30, 2022, total comprehensive income was HK$3,795 thousand, compared to a total comprehensive loss of HK$6,272 thousand in the prior period, indicating significant financial improvement[22] UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION Consolidated Financial Position Overview As of September 30, 2022, the Group's financial position improved with increased total equity and net current assets, driven by growth in property, plant and equipment, higher cash balances, and reduced bank and other borrowings Key Consolidated Financial Position Data as of September 30, 2022 | Metric | September 30, 2022 (HK$ thousand) | March 31, 2022 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Non-current assets | 59,027 | 49,722 | 9,305 | 18.7% | | Current assets | 143,752 | 131,411 | 12,341 | 9.4% | | Current liabilities | 91,105 | 85,295 | 5,810 | 6.8% | | Net current assets | 52,647 | 46,116 | 6,531 | 14.2% | | Net assets | 111,206 | 95,370 | 15,836 | 16.6% | | Total equity | 111,206 | 95,370 | 15,836 | 16.6% | - Property, plant and equipment significantly increased from HK$5,122 thousand as of March 31 to HK$14,217 thousand as of September 30[23] - Cash and bank balances increased from HK$14,276 thousand as of March 31 to HK$22,439 thousand as of September 30[23] - Bank and other borrowings decreased from HK$43,089 thousand as of March 31 to HK$30,052 thousand as of September 30[23] UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Equity Changes and Capital Activities The Group's total equity significantly increased during the reporting period, primarily driven by profit for the period and a rights issue, alongside a share consolidation to adjust the capital structure Equity Changes for the Six Months Ended September 30, 2022 | Metric | September 30, 2022 (HK$ thousand) | April 1, 2022 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Share capital | 13,752 | 10,080 | 3,672 | | Share premium | 83,070 | 74,701 | 8,369 | | Retained earnings/(Accumulated losses) | (9,666) | (13,461) | 3,795 | | Total equity | 111,206 | 95,370 | 15,836 | - On June 29, 2022, the Company completed a share consolidation, merging every ten existing shares of HK$0.01 par value into one consolidated share of HK$0.10 par value[31][144] - On September 15, 2022, the Company completed the allotment and issue of ordinary shares under a rights issue, on the basis of one rights share for every two existing shares held, leading to an increase in share capital[31][144] UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Consolidated Cash Flow Performance The Group achieved a significant turnaround to net cash inflow from operating activities for the six months ended September 30, 2022, resulting in a substantial increase in cash and cash equivalents Key Consolidated Cash Flow Statement Data for the Six Months Ended September 30, 2022 | Metric | 2022 (HK$ thousand) | 2021 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Net cash generated from/(used in) operating activities | 18,050 | (5,104) | 23,154 | | Net cash used in investing activities | (9,824) | (10,960) | 1,136 | | Net cash (used in)/generated from financing activities | (63) | 7,033 | (7,096) | | Net increase/(decrease) in cash and cash equivalents | 8,163 | (9,031) | 17,194 | | Cash and cash equivalents at end of period | 22,439 | 11,704 | 10,735 | - Net cash from operating activities turned from a net outflow of HK$5,104 thousand in the same period of 2021 to a net inflow of HK$18,050 thousand in 2022[33] NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. GENERAL INFORMATION The Company is an investment holding company incorporated in the Cayman Islands, listed on GEM, primarily engaged in the sale and transportation of diesel and related products in Hong Kong - The Company was incorporated in the Cayman Islands on March 30, 2016, and is listed on GEM of the Stock Exchange of Hong Kong[35][38] - The Company is an investment holding company, with its subsidiaries primarily engaged in the sale and delivery of diesel and related products in Hong Kong[36][38] - The Company's ultimate holding company is Grand Gain Limited, controlled by Mr. Fong Chun Man, a director[35][38] 2. BASIS OF PREPARATION AND PRINCIPAL ACCOUNTING POLICIES The interim financial statements are prepared in accordance with HKAS 34 and GEM Listing Rules, applying consistent accounting policies with annual financial statements, and new HKFRS amendments had no significant impact - The interim financial statements have been prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' and the applicable disclosure requirements of the GEM Listing Rules[37][39] - The accounting policies adopted are consistent with those used in the Group's audited annual financial statements for the year ended March 31, 2022, except for the amendments to Hong Kong Financial Reporting Standards effective for the financial year beginning April 1, 2022[41][44] - The adoption of these HKFRS amendments had no significant impact on the Group's financial performance and/or disclosures for the current and prior periods[48][49] 3. REVENUE The Group's revenue primarily derives from diesel sales, which saw substantial growth for the six months ended September 30, 2022, with diesel sales being the main contributor Revenue Breakdown for the Six Months Ended September 30, 2022 | Product Type | 2022 (HK$ thousand) | 2021 (HK$ thousand) | | :--- | :--- | :--- | | Diesel | 240,457 | 164,608 | | Marine diesel | 4,437 | 3,064 | | Lubricants | 574 | 1,081 | | Total | 245,468 | 168,753 | - Revenue is recognized at a point in time[53] 4. SEGMENT INFORMATION All of the Group's continuing operations are located in Hong Kong, the steel product sales segment has been discontinued, and revenue is primarily generated from a few major customers - The Group's continuing operations are located in Hong Kong[57] - The steel product sales operating segment was discontinued during the year ended March 31, 2022[54][55] Revenue Contribution from Major Customers (Six Months Ended September 30) | Customer | 2022 (HK$ thousand) | 2021 (HK$ thousand) | | :--- | :--- | :--- | | Customer A | 58,365 | 18,550 | 5. OTHER GAINS AND LOSSES The Group recorded various other gains during the reporting period, including transportation service fees, rental income, government grants, and a significant interest waiver, positively impacting the period's results Other Gains and Losses for the Six Months Ended September 30, 2022 | Item | 2022 (HK$ thousand) | 2021 (HK$ thousand) | | :--- | :--- | :--- | | Gain on disposal of property, plant and equipment | 325 | – | | Transportation service fee | 1,916 | – | | Rental income from diesel vehicles | 1,390 | 3,246 | | Rental income from investment property | 278 | – | | Government grants | 514 | – | | Interest waived | 3,098 | – | | Total | 7,234 | 4,923 | - Government grants refer to subsidies under the Anti-epidemic Fund[65] 6. FINANCE COSTS The Group's finance costs decreased for the six months ended September 30, 2022, primarily due to reduced interest expenses on lease liabilities and bonds payable Finance Costs for the Six Months Ended September 30, 2022 | Item | 2022 (HK$ thousand) | 2021 (HK$ thousand) | | :--- | :--- | :--- | | Interest expense on bank borrowings | 35 | – | | Interest expense on other borrowings | 1,607 | – | | Interest expense on bonds payable | – | 192 | | Interest expense on lease liabilities | 18 | 2,213 | | Total | 1,660 | 2,405 | - Interest expense on lease liabilities significantly decreased from HK$2,213 thousand in 2021 to HK$18 thousand in 2022[68] 7. PROFIT/(LOSS) BEFORE TAXATION The Group achieved a profit before taxation for the six months ended September 30, 2022, a significant improvement from the loss in the prior year, despite increases in staff costs and inventory costs Profit/(Loss) Before Taxation for the Six Months Ended September 30, 2022 | Item | 2022 (HK$ thousand) | 2021 (HK$ thousand) | | :--- | :--- | :--- | | Profit/(Loss) before taxation | 3,795 | (5,668) | | Directors' emoluments | 1,395 | 1,225 | | Other staff costs | 3,247 | 2,943 | | Auditor's remuneration | 350 | 355 | | Cost of inventories recognised as an expense | 229,875 | 157,947 | | Depreciation of property, plant and equipment | 729 | 803 | | Depreciation of right-of-use assets | 191 | – | | Expenses relating to short-term leases | 513 | 798 | - Cost of inventories recognized as an expense increased from HK$157,947 thousand in 2021 to HK$229,875 thousand in 2022[71] 8. INCOME TAX CREDIT The Group applies a two-tiered profits tax rate in Hong Kong, is exempt from income tax in the Cayman Islands and BVI, and its PRC subsidiaries are subject to a 25% tax rate - Hong Kong profits tax adopts a two-tiered system: the first HK$2 million of assessable profits is taxed at 8.25%, and profits exceeding HK$2 million are taxed at 16.5%[74][75] - Under the rules and regulations of the Cayman Islands and British Virgin Islands, the Group is not subject to any income tax[75][77] - The tax rate for PRC subsidiaries was 25% for both the six months ended September 30, 2022, and 2021[76][77] 9. DIVIDENDS The Board did not recommend the payment of any dividend for the six months ended September 30, 2022 - The Board did not recommend the payment of any dividend for the six months ended September 30, 2022 (six months ended September 30, 2021: Nil)[79][80] 10. EARNINGS/(LOSS) PER SHARE The Group's basic and diluted earnings per share from continuing operations turned positive, reflecting improved profitability, with no potential dilutive ordinary shares during the reporting period Earnings/(Loss) Per Share for the Six Months Ended September 30, 2022 | Metric | 2022 (HK cents) | 2021 (HK cents) | | :--- | :--- | :--- | | Basic and diluted from continuing operations | 3.56 | (5.99) | | Basic and diluted from continuing and discontinued operations | 3.56 | (5.69) | - The weighted average number of ordinary shares for basic and diluted earnings/(loss) per share for both periods has been adjusted for the share consolidation effective June 29, 2022, and the rights issue effective September 15, 2022[83] - As there were no potential dilutive ordinary shares for the three and six months ended September 30, 2022, and 2021, diluted earnings per share were the same as basic earnings per share[90][92] 11. DISCONTINUED OPERATIONS The Group discontinued its steel product sales business and the sale and distribution of lubricants and related products in China, with their results reclassified as discontinued operations - The steel product sales business was discontinued upon the deemed completion of disposal on April 15, 2021, with Jiangxi Xinji no longer a subsidiary and subsequently accounted for as an associate using the equity method[93][95] - The sale and distribution of lubricants and related products business in China was discontinued upon the completion of disposal of all equity interest in Mega Shell (Global) Lubricant Technology Co., Ltd. on March 31, 2022[100][102] - For the six months ended September 30, 2022, revenue and gross profit from discontinued operations were both zero, compared to a small amount of revenue and gross profit in the prior period of 2021[96][103] 12. MOVEMENTS IN PROPERTY, PLANT AND EQUIPMENT The Group significantly increased its acquisitions of property, plant and equipment during the reporting period, alongside some disposals Movements in Property, Plant and Equipment for the Six Months Ended September 30, 2022 | Item | 2022 (HK$ million) | 2021 (HK$ million) | | :--- | :--- | :--- | | Additions | 14.5 | Nil | | Disposals | 4.7 | 15.2 | 13. INVESTMENT PROPERTY The Group holds investment properties for capital appreciation and rental income, measured at fair value, and these properties are pledged as collateral for other borrowings - As of September 30, 2022, the fair value of investment property was HK$20,000 thousand[111] - Investment properties are held for capital appreciation, generate rental income, and are measured using the fair value model[111][112] - The Group's investment properties have been pledged to secure other borrowings of the Group[113][114] 14. TRADE RECEIVABLES The Group's trade receivables increased, with an average credit period of 3 to 150 days, and expected credit losses are assessed using a simplified approach with strict credit control Trade Receivables (Net of Allowance for Expected Credit Losses) | Date | Amount (HK$ thousand) | | :--- | :--- | | September 30, 2022 | 93,909 | | March 31, 2022 | 83,284 | - The average credit period granted by the Group to its customers generally ranges from 3 to 150 days[119][120] - The Group applies the simplified approach to trade receivables to provide for expected credit losses as required by HKFRS 9[123][126] 15. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS The Group holds life insurance policies for key management personnel, measured at fair value through profit or loss, with fair value determined by the redemption value reported by the insurer Financial Assets at Fair Value Through Profit or Loss | Financial Asset | September 30, 2022 (HK$ thousand) | Fair Value Hierarchy | Valuation Technique and Key Inputs | | :--- | :--- | :--- | :--- | | Life insurance policies for key management personnel | 5,945 | Level 2 | Redemption value reported by the insurance company | - Fair value is calculated based on the redemption value reported by the insurance company, classified as Level 2 fair value measurement[131][149] - The total insured amount is approximately US$3,150,000 (equivalent to HK$24,570,000)[131] 16. TRADE PAYABLES The Group's trade payables increased, with an average credit period granted by suppliers ranging from 3 to 90 days Trade Payables | Date | Amount (HK$ thousand) | | :--- | :--- | | September 30, 2022 | 52,843 | | March 31, 2022 | 36,622 | - The average credit period granted by suppliers ranges from 3 to 90 days[133] 17. BANK AND OTHER BORROWINGS The Group's total bank and other borrowings decreased, including secured bank borrowings and other loans, with some loans fully repaid during the period Bank and Other Borrowings | Item | September 30, 2022 (HK$ thousand) | March 31, 2022 (HK$ thousand) | | :--- | :--- | :--- | | Secured bank borrowings | 9,755 | 11,810 | | Secured other loans | 20,297 | 31,279 | | Total | 30,052 | 43,089 | - Bank borrowings bear interest at HIBOR plus 1.5% per annum and are secured by the Group's pledged bank deposits[142] - Other loans of HK$14,000,000 as of March 31, 2022, were fully repaid in August 2022[140][142] 18. SHARE CAPITAL The Group's share capital increased due to share consolidation and a rights issue, adjusting the number and par value of issued shares Movements in Share Capital | Item | Number of Shares | Share Capital (HK$ thousand) | | :--- | :--- | :--- | | March 31, 2022 and April 1, 2022 (audited) | 1,008,000,000 | 10,080 | | Share consolidation | (907,200,000) | – | | Issue of shares by way of rights issue | 36,720,190 | 3,672 | | September 30, 2022 (unaudited) | 137,520,190 | 13,752 | - On June 29, 2022, the Company completed a share consolidation, merging every ten existing shares of HK$0.01 par value into one consolidated share of HK$0.10 par value[144] - On September 15, 2022, the Company completed the allotment and issue of ordinary shares by way of rights issue, on the basis of one rights share for every two existing shares of the Company held[144] 19. FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS The Group uses a three-level fair value hierarchy, with life insurance policies for key management personnel classified as Level 2 and measured based on the redemption value reported by the insurer - The Group uses a three-level hierarchy (Level 1: quoted prices in active markets, Level 2: observable inputs, Level 3: unobservable inputs) to determine and disclose the fair value of financial instruments[146][147] Financial Assets at Fair Value Through Profit or Loss | Financial Asset | September 30, 2022 (HK$ thousand) | Fair Value Hierarchy | Valuation Technique and Key Inputs | | :--- | :--- | :--- | :--- | | Life insurance policies for key management personnel | 5,945 | Level 2 | Redemption value reported by the insurance company | 20. PLEDGE OF ASSETS Various Group assets, including bank deposits, investment properties, life insurance policies, vessels, and motor vehicles, have been pledged as security for bank financing Pledged Assets | Item | September 30, 2022 (HK$ thousand) | March 31, 2022 (HK$ thousand) | | :--- | :--- | :--- | | Financial assets at fair value through profit or loss (life insurance policies) | 4,979 | 4,979 | | Investment property | 20,000 | 20,000 | | Pledged bank deposits | 6,077 | 6,077 | | Motor vehicles | 383 | 574 | | Vessels | 14,017 | – | | Total | 45,456 | 31,630 | - The pledged amount for vessels increased from Nil as of March 31, 2022, to HK$14,017 thousand as of September 30, 2022[153] 21. CONNECTED TRANSACTIONS AND MATERIAL RELATED PARTY TRANSACTIONS The Group engaged in transactions such as product sales and rental expenses with related parties controlled by executive director Mr. Fong Chun Man, and key management personnel provided personal guarantees for Group loans Connected Transactions (Six Months Ended September 30) | Related Party Name | Nature of Transaction | 2022 (HK$ thousand) | 2021 (HK$ thousand) | | :--- | :--- | :--- | :--- | | Grand Gain Limited | Sales of products | – | 934 | | Grand Gain Limited | Rental expenses | 512 | 809 | | Sun Cheung Steel Limited | Sales of products | – | 1,294 | - Mr. Fong Chun Man, an executive director and ultimate controlling shareholder of the Company, has beneficial interests in Sun Cheung and Grand Gain, making these two companies connected entities of the Company[159][162] - Mr. Fong Chun Man provided personal guarantees and a life insurance policy with a sum assured of US$2,600,000 as collateral for loan facilities granted to the Group[160][163] MANAGEMENT DISCUSSION AND ANALYSIS BUSINESS REVIEW The Group primarily engages in diesel and related product sales and transportation in Hong Kong, having disposed of steel product and China lubricant businesses, acquired a vessel, and undertaken capital activities like share consolidation and rights issue during the period - The Group primarily engages in the sale and transportation of diesel and related products in Hong Kong and the PRC, operating eight diesel tank trucks, one marine diesel barge, and one vessel[164][167] - On April 15, 2021, the Group disposed of the steel product sales business of Jiangxi Xinji Power Technology Co., Ltd., reducing its equity interest to 19.70% and accounting for it as an associate[165][170][173] - On March 31, 2022, the Group disposed of its 51% equity interest in Mega Shell (Global) Lubricant Technology Co., Ltd. and its subsidiaries for HK$9,000,000, discontinuing the sale and distribution of lubricants and related products business in China[171][174] - On April 29, 2022, the Company acquired a vessel for HK$9,500,000[177][181] - On June 29, 2022, the Company completed a share consolidation; on September 15, 2022, the Company completed a rights issue[178][179][181] INDUSTRY REVIEW International oil prices fluctuated and declined in 2021, with the COVID-19 pandemic introducing short-term uncertainties that require a collective response to challenges - International oil prices fluctuated significantly and declined in 2021[180][182] - The outbreak of the COVID-19 pandemic brought short-term uncertainties to international oil prices[180][182] FUTURE PROSPECTS Facing the COVID-19 pandemic and intense market competition, the Group plans to invest more in talent, strengthen diesel business development and marketing, actively seek new opportunities, and strictly control costs to enhance operational efficiency and profitability - The outbreak of the COVID-19 pandemic has adversely affected international and domestic economic conditions[184] - The Group will prudently allocate more resources to talent recruitment and strengthen its business development and marketing strategies for diesel[185][188] - The Group will also proactively seek potential business opportunities to expand its revenue streams and enhance shareholder value[185][188] - The Group will strictly control costs and expenses to improve the operational efficiency and profitability of its businesses[185][188] FINANCIAL REVIEW The Group experienced substantial revenue growth, primarily driven by diesel sales, successfully turning a loss into a profit with a positive net profit margin while maintaining a stable gross profit margin Financial Review for the Six Months Ended September 30, 2022 | Metric | 2022 (HK$ million) | 2021 (HK$ million) | Change (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 245.5 | 168.8 | 76.7 | 45.4% | | Cost of sales | 234.4 | 161.0 | 73.4 | 45.6% | | Gross profit | 11.0 | 7.8 | 3.2 | 41.0% | | Gross profit margin | 4.5% | 4.6% | -0.1% | -2.2% | | Profit/(Loss) | 3.8 | (5.1) | 8.9 | N/A | | Net profit margin | 1.6% | -3.0% | 4.6% | N/A | - Diesel sales accounted for approximately 98.0% of total revenue, primarily due to increased demand from construction and logistics customers, and rising diesel prices[187][189] LIQUIDITY AND CAPITAL RESOURCES The Group maintained a robust liquidity position, with improvements in net current assets and current ratio, while the gearing ratio significantly decreased due to reduced debt and increased equity Key Liquidity and Capital Resources Data | Metric | September 30, 2022 (HK$ million) | March 31, 2022 (HK$ million) | Change (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net current assets | 52.6 | 46.1 | 6.5 | 14.1% | | Current ratio | 1.6 times | 1.5 times | 0.1 times | 6.7% | | Utilized borrowing facilities | 30.1 | 43.1 | (13.0) | -30.2% | | Gearing ratio | 30.2% | 46.2% | -16.0% | -34.6% | | Equity attributable to owners of the Company | 111.2 | 95.4 | 15.8 | 16.6% | - Borrowings are denominated in HK$, with bank facilities bearing floating interest rates ranging from 1.83% to 2.26% per annum, secured by corporate guarantees, fixed deposits, and life insurance policies[201][205] FOREIGN CURRENCY EXPOSURE RISKS The Group primarily operates in Hong Kong, with foreign exchange risk mainly arising from lubricant sales denominated in RMB, and no hedging activities were undertaken during the reporting period - The Group primarily operates in Hong Kong and is exposed to foreign exchange risk arising from various currency exposures, mainly related to lubricant sales denominated in RMB[212][214] - For the six months ended September 30, 2022, the Group was not involved in any derivative agreements and had not entered into any financial instruments to hedge foreign exchange risk[212][214] TREASURY POLICIES The Group adopts a prudent financial management approach to maintain a robust liquidity position, mitigate credit risk through continuous assessment, and the Board closely monitors liquidity to meet funding requirements - The Group has adopted a prudent financial management approach to its treasury policies, thereby maintaining a sound liquidity position throughout the six months ended September 30, 2022[216][222] - The Group endeavors to mitigate credit risk through ongoing credit assessments and evaluations of its customers' financial standing[216][222] - The Board closely monitors the Group's liquidity position to ensure that the liquidity structure of its assets, liabilities, and other commitments can meet its funding requirements from time to time[216][222] MATERIAL ACQUISITIONS AND DISPOSAL OF SUBSIDIARIES, ASSOCIATES OR JOINT VENTURES Except as disclosed in the 'Business Review' section, the Group had no other material acquisitions or disposals of subsidiaries, associates, or joint ventures for the six months ended September 30, 2022 - Save as disclosed in the 'Business Review' section of this report, the Group had no other material investments, or material acquisitions or disposals of subsidiaries, associates, or joint ventures for the six months ended September 30, 2022[217][223] FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETS Except as disclosed in this interim report, the Group had no other plans for material investments or capital assets as of September 30, 2022 - Save as disclosed in this interim report, the Group had no other plans for material investments or capital assets as of September 30, 2022[218][224] CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES As of September 30, 2022, the Group had no other material capital commitments or significant contingent liabilities, except as disclosed in the 'Use of Proceeds' section of this report - As of September 30, 2022, save as disclosed in the 'Use of Proceeds' section below in this report, the Group had no other material capital commitments or any significant contingent liabilities[219][225] DIVIDENDS The Board did not recommend the payment of any dividend for the six months ended September 30, 2022, and 2021 - The Board did not recommend the payment of any dividend for the six months ended September 30, 2022, and 2021[220][226] PLEDGE OF ASSETS Various Group assets, including bank deposits, investment properties, life insurance policies, vessels, and motor vehicles, have been pledged as security for bank financing Pledged Assets (As of September 30, 2022) | Item | Amount (HK$ million) | | :--- | :--- | | Pledged short-term bank deposits | 6.1 | | Investment property | 20.0 | | Life insurance policies | 5.0 | | Vessels | 14.0 | | Motor vehicles | 0.4 | - The pledged amount for vessels increased from Nil as of March 31, 2022, to HK$14.0 million as of September 30, 2022[221][227] COMPARISON OF IMPLEMENTATION PLANS FOR BUSINESS STRATEGIES WITH ACTUAL IMPLEMENTATION PROGRESS The Group made progress in expanding its diesel tank truck fleet, developing marine fuel supply operations, and strengthening manpower, while IT system upgrades are still under negotiation with potential suppliers Business Strategy Implementation Progress (As of September 30, 2022) | Business Strategy | Implementation Plan (April 1, 2017 to September 30, 2022) | Actual Implementation Progress (As of September 30, 2022) | | :--- | :--- | :--- | | Expansion and improvement of diesel tank truck fleet | Purchase three new diesel tank trucks; replace three existing diesel tank trucks | Three new diesel tank trucks have been purchased and two existing diesel tank trucks have been replaced, with the remaining to be delivered by end of March 2023 | | Development and expansion of marine fuel supply business | Commence trial and full operation of marine diesel barge; conduct marketing | All licenses and permits have been obtained, trial operation commenced in April 2018, and full operation commenced in July 2018 | | Enhancement of IT and systems | Purchase and update new office administration and IT systems | Minor upgrades to IT systems have been completed, new systems are still under negotiation with potential suppliers | | Strengthening of our manpower | Recruit three drivers and three logistics assistants; recruit one safety supervisor; recruit seamen, administrative staff, operations manager, and independent consultants | One logistics assistant has been recruited, the safety supervisor has been recruited through job reallocation, and marine fuel supply business is operated under contract with a service company | USE OF PROCEEDS The Group has utilized most of the net proceeds from the share offer for planned business strategies, with the remaining funds expected to be fully utilized by March 31, 2023 - The actual net proceeds from the share offer were approximately HK$45.1 million, lower than the estimated HK$50.9 million[235][236] Actual Use of Net Proceeds (As of September 30, 2022) | Planned Use | Approximate Percentage of Total Net Proceeds | Actual Use (HK$ million) | Unutilized Total Net Proceeds (HK$ million) | Expected Timeline for Remaining Available Net Proceeds | | :--- | :--- | :--- | :--- | :--- | | Purchase of diesel tank trucks | 17.3% | 5.0 | 2.8 | Before March 31, 2023 | | Purchase of marine diesel barge | 31.0% | 14.0 | – | Before March 31, 2023 | | Further strengthening of manpower | 13.6% | 3.9 | 2.2 | Before March 31, 2023 | | Enhancement of IT and systems | 7.9% | 0.6 | 3.0 | Before March 31, 2023 | | Working capital for operating new diesel tank trucks and marine fuel supply business | 20.2% | 9.1 | – | Before March 31, 2023 | | Working capital | 10.0% | 4.5 | – | | | Total | 100.0% | 37.1 | 8.0 | | - The Directors intend to utilize the unutilized net proceeds of HK$8.0 million as soon as practicable, by March 31, 2023[238][239][242] FINANCIAL ASSETS THROUGH PROFIT AND LOSS As of September 30, 2022, the Group held HK$5.9 million in life insurance policies for key management personnel, classified as financial assets at fair value through profit or loss - As of September 30, 2022, the Group had taken out life insurance policies for key management personnel with an insurance company, totaling HK$5.9 million[240][243] EMPLOYEES AND REMUNERATION POLICIES The Group's total number of employees decreased to 23, with remuneration policies based on qualifications, position, seniority, and performance, supported by an annual review mechanism - As of September 30, 2022, the Group employed a total of 23 employees, including directors (September 30, 2021: 38 employees)[241][244] - The remuneration package includes salaries, bonuses, and other cash allowances, determined based on each employee's qualifications, position, and seniority[241][244] - The Group has established an annual review mechanism to assess employee performance as a basis for salary increments, bonus payments, and promotion decisions[241][244] ENVIRONMENT POLICIES AND PERFORMANCE The Group complies with Hong Kong environmental laws and regulations, implements various measures to minimize its environmental impact, and has not faced any prosecutions or penalties for environmental violations - The Group's principal business is regulated by Hong Kong environmental laws and regulations, including the Air Pollution Control Ordinance (Cap. 311) and the Water Pollution Control Ordinance (Cap. 358) of the Laws of Hong Kong[246][250] - The Group has implemented various environmental protection measures to minimize the impact of its operations on the environment and natural resources[246][250] - As of the date of this report, the Group has not been subject to any prosecutions, fines, or penalties for non-compliance with any environmental laws or regulations[247][252] EVENTS AFTER THE REPORTING PERIOD As of the date of this report, the Board is not aware of any significant events requiring disclosure that occurred after September 30, 2022 - From September 30, 2022, to the date of this report, save as disclosed in this report, the Board is not aware of any significant events requiring disclosure[248][253] SIGNIFICANT INVESTMENT, MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES Except as disclosed in the 'Business Review' section, the Group had no significant investments, material acquisitions, or disposals of subsidiaries and associates for the six months ended September 30, 2022 - Save as disclosed in the 'Business Review' section of this report, the Group had no significant investments, material acquisitions, or disposals of subsidiaries and associates for the six months ended September 30, 2022[249][254] OTHER INFORMATION Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended September 30, 2022, the Company did not purchase, sell, or redeem any of its listed securities - For the six months ended September 30, 2022, there were no purchases, sales, or redemptions of any of the Company's listed securities[256][258] Interests and Short Positions of Directors and Chief Executive As of September 30, 2022, Mr. Fong Chun Man and his spouse Ms. Lo Pui Yee held substantial shares in the Company through controlled corporations, with no other directors or chief executives disclosing interests or short positions Interests of Directors and Chief Executive in the Company's Shares (As of September 30, 2022) | Name of Director | Capacity/Nature of Interest | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Fong Chun Man | Interest in controlled corporation (long position) | 75,686,400 | 55.04% | | Ms. Lo Pui Yee | Interest of spouse (long position) | 75,686,400 | 55.04% | - Mr. Fong Chun Man's interest is held by Grand Gain Limited, which is 100% owned by Mr. Fong Chun Man[260] - Ms. Lo Pui Yee is the spouse of Mr. Fong Chun Man and is therefore deemed to be interested in all shares in which Mr. Fong Chun Man has an interest[261] Interests and Short Positions of the Substantial Shareholders and Other Persons As of September 30, 2022, Grand Gain Limited (controlled by Mr. Fong Chun Man) was the sole beneficial owner of the Company's shares, with no other substantial shareholders or persons disclosing interests or short positions Interests of Substantial Shareholders in the Company's Shares (As of September 30, 2022) | Name of Shareholder | Capacity/Nature of Interest | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Grand Gain Limited | Beneficial owner (long position) | 75,686,400 | 55.04% | - Grand Gain Limited is 100% owned by Mr. Fong Chun Man[269] Share Option Scheme The Company adopted a share option scheme in 2017, but as of September 30, 2022, no share options had been granted or remained outstanding - The Company conditionally adopted a share option scheme on March 23, 2017[271][275] - From the adoption date up to September 30, 2022, no share options had been granted, nor were any outstanding[272][275] - The Company may grant share options involving a maximum of 8,000,000 shares to participants[272][275] Directors' Rights to Acquire Shares and Debentures For the six months ended September 30, 2022, no arrangements were entered into by the Company, its holding company, or any subsidiaries, other than the share option scheme, that would enable directors to acquire benefits through purchasing shares or debentures of the Company or any other body corporate - Save for the share option scheme, for the six months ended September 30, 2022, neither the Company nor any of its holding companies or subsidiaries had entered into any arrangements that would enable directors to acquire benefits through purchasing shares or debentures of the Company or any other body corporate[273][276] Competing Interests The Directors confirm that as of the reporting date, neither the Company's controlling shareholders, directors, nor their close associates held any interests in businesses that compete with the Group's operations - The Directors confirm that during the reporting period and up to the date of this report, none of the Company's controlling shareholders or directors and their respective close associates had any interests in any business that directly or indirectly competes or may compete with the Group's business[278][282] Audit Committee The Audit Committee, composed of three independent non-executive directors, reviewed the Group's unaudited interim financial statements and confirmed their compliance with applicable accounting standards and GEM Listing Rules - The Audit Committee was established on March 23, 2017, in compliance with Rules 5.28 to 5.29 of the GEM Listing Rules[279][283] - The Committee comprises three independent non-executive directors: Mr. Chui Chi Yan (Chairman), Mr. Kwong Yuk Lap, and Mr. Wong On Yuen[279][283] - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended September 30, 2022, and is of the opinion that they have been prepared in accordance with applicable accounting standards and the GEM Listing Rules[281][283] Nomination Committee The Nomination Committee is responsible for regularly reviewing the Board's diversity, structure, size, and composition policy, identifying qualified Board candidates, assessing the independence of independent non-executive directors, and recommending director appointments - The Nomination Committee was established on March 23, 2017, comprising Mr. Fong Chun Man and two independent non-executive directors, Mr. Kwong Yuk Lap (Chairman) and Mr. Chui Chi Yan[285][288] - Key responsibilities include reviewing the Board diversity policy, identifying suitable Board candidates, assessing the independence of independent non-executive directors, and making recommendations on director appointments or re-appointments[286][288] Remuneration Committee The Remuneration Committee is responsible for recommending to the Board the overall remuneration policy and structure for all directors and senior management, ensuring remuneration is determined by market benchmarks and individual performance - The Remuneration Committee was established on March 23, 2017, comprising two independent non-executive directors, Mr. Wong On Yuen (Chairman) and Mr. Chui Chi Yan, and Mr. Fong Chun Man[291][295] - Its primary duties are to make recommendations to the Board on the overall remuneration policy and structure for all directors and senior management of the Group, and to review and approve management's remuneration proposals[292][295] - The Remuneration Committee determines the specific remuneration levels for each director by reference to market benchmarks, individual capabilities, duties, responsibilities, performance, and the Group's results[293][296] Directors' Securities Transactions The Company has adopted a code of conduct for directors' securities transactions and confirms that all directors complied with this code as of the reporting date - The Company has adopted a code of conduct for directors' securities transactions, with terms no less exacting than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules[294][297] - The Company confirms that all Directors have complied with the required standard of dealings and the Company's code of conduct regarding directors' securities transactions as of the date of this report[294][297] Corporate Governance The Company is committed to maintaining high corporate governance standards and has complied with the Corporate Governance Code set out in Appendix 15 of the GEM Listing Rules for the six months ended September 30, 2022 - The Company is committed to maintaining and ensuring high standards of corporate governance and will continuously review and improve its corporate governance practices and standards[299][300] - The Company has complied with the code provisions of the Corporate Governance Code set out in Appendix 15 to the GEM Listing Rules for the six months ended September 30, 2022[299][300]