WT集团(08422) - 2023 Q1 - 季度财报

Company Information and Disclaimer This section outlines company information and disclaims liability, highlighting the high-risk nature of the GEM market for investors GEM Characteristics and Disclaimer The report highlights the GEM market as a high-risk platform for SMEs, cautioning investors about volatility, while directors assume full responsibility for content accuracy - The GEM market provides a listing platform for high-investment-risk small and medium-sized companies, and investors should understand the potential risks[2] - Hong Kong Exchanges and Clearing Limited and The Stock Exchange are not responsible for the content of this report, make no representations, and accept no liability for any loss[2] - The company's directors jointly and individually accept full responsibility for the information in this report, confirming its accuracy, completeness, and absence of misleading or fraudulent content[2] Financial Performance This section presents the unaudited condensed consolidated financial statements, including comprehensive income, equity changes, and detailed notes on financial performance Unaudited Condensed Consolidated Statement of Comprehensive Income For the three months ended September 30, 2022, revenue decreased by 17.23%, gross profit by 32.35%, expanding the loss to HK$1.065 million Key Data from Condensed Consolidated Statement of Comprehensive Income (For the three months ended September 30) | Metric | 2022 (HK$ thousand) | 2021 (HK$ thousand) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 14,795 | 17,878 | -17.23% | | Cost of services | (13,877) | (16,521) | -16.00% | | Gross profit | 918 | 1,357 | -32.35% | | Other income | 52 | – | N/A | | Administrative expenses | (2,024) | (1,852) | 9.29% | | Finance costs | (11) | (9) | 22.22% | | Loss before income tax | (1,065) | (504) | 111.31% | | Income tax expense | – | (59) | -100.00% | | Loss and total comprehensive loss attributable to owners of the Company for the period | (1,065) | (563) | 89.17% | | Basic and diluted loss per share (HK cents) | (0.88) | (0.06) | 1366.67% | Unaudited Condensed Consolidated Statement of Changes in Equity Total equity attributable to owners decreased from HK$59,748 thousand to HK$58,683 thousand, mainly due to a HK$1,065 thousand loss for the period Key Data from Condensed Consolidated Statement of Changes in Equity (For the three months ended September 30) | Metric | September 30, 2022 (HK$ thousand) | July 1, 2022 (HK$ thousand) | September 30, 2021 (HK$ thousand) | | :--- | :--- | :--- | :--- | | Share capital | 12,000 | 12,000 | 10,000 | | Share premium | 42,991 | 42,991 | 36,855 | | Other reserves | 10,100 | 10,100 | 10,100 | | Share option reserve | 3,115 | 3,115 | – | | Accumulated losses | (9,523) | (8,458) | (73) | | Total | 58,683 | 59,748 | 56,882 | - As of September 30, 2022, total equity attributable to owners of the Company was HK$58,683 thousand, a decrease of HK$1,065 thousand from HK$59,748 thousand on July 1, 2022, primarily reflecting the loss for the period[4] Notes to the Unaudited Condensed Consolidated Financial Statements This section details the basis of preparation, accounting policies, revenue, other income, loss before income tax, income tax expense, and loss per share calculation, confirming no dividends for the period General Information WT Group Holdings Limited, incorporated in the Cayman Islands in 2017, operates in specialized and general building engineering in Hong Kong and listed on GEM in 2017 - The Company was incorporated in the Cayman Islands on July 11, 2017, as an investment holding company[5] - The Group is principally engaged in specialized and general building engineering works in Hong Kong[6] - The Company's shares were listed on GEM of the Stock Exchange on December 28, 2017[7] Basis of Preparation and Accounting Policies Unaudited condensed consolidated financial statements are prepared under HKFRS and GEM Listing Rules, using historical cost, with no significant impact from new standards - The unaudited condensed consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of Chapter 18 of the GEM Listing Rules[9] - The Group has adopted and applied new standards, amendments to standards, and interpretations issued and effective for the accounting period beginning on July 1, 2022, with no significant impact on financial position or operating results[10][11] Revenue The Group's revenue, entirely from contract revenue, was HK$14,795 thousand, a decrease from HK$17,878 thousand in the prior year Revenue Composition (For the three months ended September 30) | Source of Revenue | 2022 (HK$ thousand) | 2021 (HK$ thousand) | | :--- | :--- | :--- | | Contract revenue | 14,795 | 17,878 | - The Group is principally engaged in specialized and general building engineering works in Hong Kong, with all business activities considered a single operating segment[14] Other Income For the three months ended September 30, 2022, other income was HK$52 thousand, solely from government grants, with none in the prior year Other Income (For the three months ended September 30) | Source of Income | 2022 (HK$ thousand) | 2021 (HK$ thousand) | | :--- | :--- | :--- | | Government grants | 52 | – | Loss Before Income Tax Loss before income tax significantly increased to HK$1,065 thousand from HK$504 thousand, primarily due to construction costs and employee benefit expenses Composition of Loss Before Income Tax (For the three months ended September 30) | Item | 2022 (HK$ thousand) | 2021 (HK$ thousand) | | :--- | :--- | :--- | | Construction costs | 13,877 | 16,521 | | Employee benefit expenses | 2,401 | 2,285 | | Depreciation of property and equipment | 4 | – | | Depreciation of right-of-use assets | 94 | – | | Auditor's remuneration – audit services | 150 | – | | Short-term lease expenses | 29 | 9 | | Reversal of expected credit losses | – | (58) | - Employee benefit expenses (including directors' emoluments) increased from HK$2,285 thousand in 2021 to HK$2,401 thousand in 2022[16] Income Tax Expense The Group had no income tax expense for the period, compared to HK$59 thousand in the prior year, with Hong Kong profits tax at 16.5% and a two-tiered system Income Tax Expense (For the three months ended September 30) | Item | 2022 (HK$ thousand) | 2021 (HK$ thousand) | | :--- | :--- | :--- | | Current income tax – Hong Kong Profits Tax | – | (59) | | Income tax expense | – | (59) | - Hong Kong Profits Tax is provided at a rate of 16.5%, with a two-tiered profits tax regime applying an 8.25% tax rate on the first HK$2,000,000 of assessable profits[17] - Entities incorporated in the British Virgin Islands or the Cayman Islands within the Group are exempt from taxation[17] Loss Per Share Basic loss per share significantly increased to HK$0.88 cents from HK$0.06 cents, with diluted loss per share being identical due to no dilutive ordinary shares Loss Per Share (For the three months ended September 30) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Loss attributable to owners of the Company (HK$ thousand) | (1,065) | (563) | | Weighted average number of ordinary shares for basic and diluted loss per share calculation (thousand shares) | 120,000 | 1,000,000 | | Loss per share (HK cents) | (0.88) | (0.06) | - There were no potential dilutive ordinary shares for any period, thus diluted loss per share was equal to basic loss per share[21] Dividends The Board does not recommend paying any dividends for the three months ended September 30, 2022, consistent with the prior year - The Board does not recommend the payment of any dividends for the three months ended September 30, 2022 (2021: nil)[22] Management Discussion and Analysis This section provides an overview of the Group's business, financial performance, and future outlook, detailing key drivers and strategic directions Business Review and Outlook The Group's net loss increased to HK$1.1 million due to fewer construction projects, impacting revenue and gross profit in its Hong Kong engineering business - The Group is principally engaged in providing specialized and general building engineering services in Hong Kong, including foundation, site formation, demolition, and superstructure construction[23] - For the three months ended September 30, 2022, the Group recorded a net loss of approximately HK$1.1 million, an increase from HK$0.6 million in the prior year[23] - The increase in net loss was primarily due to a decrease in the number of construction projects undertaken, leading to reduced revenue and gross profit[23] Financial Review This quarter saw revenue decline by 17.3% and gross profit by 35.7%, with gross margin falling from 7.6% to 6.2%, primarily due to fewer projects Revenue Total revenue for the three months ended September 30, 2022, was HK$14.8 million, a decrease from HK$17.9 million, mainly due to fewer construction projects Revenue Comparison (For the three months ended September 30) | Metric | 2022 (HK$ million) | 2021 (HK$ million) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Total revenue | 14.8 | 17.9 | -17.3% | - The decrease in revenue was primarily due to a lower number of construction projects undertaken by the Group for the three months ended September 30, 2022, compared to the same period in 2021[24] Gross Profit and Gross Margin Gross profit was HK$0.9 million and gross margin 6.2%, both lower than the prior year's HK$1.4 million and 7.6%, due to fewer projects Gross Profit and Gross Margin Comparison (For the three months ended September 30) | Metric | 2022 (HK$ million) | 2021 (HK$ million) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Gross profit | 0.9 | 1.4 | -35.7% | | Gross margin | 6.2% | 7.6% | -18.4% | - The decrease in gross margin was primarily due to a lower number of construction projects undertaken by the Group for the three months ended September 30, 2022, compared to the same period in 2021[25] Administrative Expenses Administrative expenses were approximately HK$2.0 million, stable compared to HK$1.9 million in the prior year, mainly comprising employee benefits and professional fees Administrative Expenses Comparison (For the three months ended September 30) | Metric | 2022 (HK$ million) | 2021 (HK$ million) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Administrative expenses | 2.0 | 1.9 | 5.3% | - Administrative expenses primarily include employee benefit expenses (including directors' emoluments), audit fees, and other professional fees[26] Loss and Total Comprehensive Loss Attributable to Owners of the Company Loss and total comprehensive loss attributable to owners increased to HK$1.1 million from HK$0.6 million, mainly due to reduced revenue and gross profit from fewer projects Loss and Total Comprehensive Loss Attributable to Owners of the Company Comparison (For the three months ended September 30) | Metric | 2022 (HK$ million) | 2021 (HK$ million) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Loss and total comprehensive loss | 1.1 | 0.6 | 83.3% | - The increase in net loss was primarily due to a decrease in the number of construction projects undertaken compared to the same period in 2021, leading to reduced revenue and gross profit[27] Future Prospects The Group anticipates continued challenging business conditions and COVID-19 uncertainty but remains optimistic about the construction and renovation market, expecting revenue growth next quarter - The Group expects the business environment to remain challenging, with the COVID-19 pandemic adding uncertainty to the execution of construction projects[28] - In the long term, the Group remains optimistic about the construction and renovation engineering business market and anticipates revenue growth in the next quarter[29] - The Group will continue to pursue market share expansion, compete for more foundation and site formation projects, superstructure construction projects, and renovation projects, while adhering to prudent financial management principles[29] - The Board will also consider other investment opportunities to broaden the Group's revenue streams, while being mindful of associated risks[29] Disclosure of Interests This section details the interests and short positions of directors, chief executives, and substantial shareholders in the company's shares, underlying shares, or debentures Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, or Debentures As of September 30, 2022, four directors each held 1,000,000 unlisted share options, representing 0.83% of the company's issued share capital Unlisted Share Options Held by Directors (As of September 30, 2022) | Director's Name | Capacity | Number of Unlisted Share Options | Approximate Percentage of the Company's Total Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Kam Kin Pan | Beneficial owner | 1,000,000 | 0.83% | | Ms. Wong Mei Chun | Beneficial owner | 1,000,000 | 0.83% | | Ms. Chan Sin Wah | Beneficial owner | 1,000,000 | 0.83% | | Mr. Yu Tat Chi | Beneficial owner | 1,000,000 | 0.83% | - Save as disclosed above, none of the Company's directors or chief executive had any interests or short positions in the shares, underlying shares, or debentures of the Company or any of its associated corporations that were required to be disclosed[32] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares or Underlying Shares As of September 30, 2022, Ms. Zhao Xue Mei held 8,999,000 shares, representing 7.49% of issued share capital, with no other substantial shareholders known Substantial Shareholder Holdings (As of September 30, 2022) | Name of Shareholder | Capacity | Number of Shares Held/Interested | Approximate Percentage of the Company's Total Issued Share Capital | | :--- | :--- | :--- | :--- | | Ms. Zhao Xue Mei | Beneficial owner | 8,999,000 | 7.49% | - Save for Ms. Zhao Xue Mei, the directors are not aware of any other person or corporation being a substantial shareholder of the Company who had any interests or short positions in the shares or underlying shares that were required to be disclosed[33] Other Information This section covers various corporate governance aspects, including potential conflicts of interest, securities transactions, compliance with the corporate governance code, and details of the share option scheme Competing Interests Directors are unaware of any direct or indirect competing interests or conflicts between directors, controlling shareholders, or their close associates and the Group's business - The directors are not aware of any direct or indirect competing interests or conflicts of interest between the directors or controlling shareholders or any of their respective close associates and the business of the Group for the three months ended September 30, 2022, and up to the date of this report[34] Purchase, Sale, or Redemption of the Company's Listed Securities Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities for the three months ended September 30, 2022 - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities for the three months ended September 30, 2022[35] Corporate Governance Code The Company complied with all applicable Corporate Governance Code provisions, except for not appointing a Chief Executive, with the Chairman managing both Board and daily operations - The Company has complied with all applicable code provisions of the Corporate Governance Code, save as disclosed below[36] - The Group deviates from Code Provision C.2.1 of the Corporate Governance Code by not appointing a Chief Executive Officer, with the Chairman and Executive Director, Mr. Kam Kin Pan, concurrently responsible for managing both the Board and daily operational business[36] - The Board believes this arrangement facilitates management efficiency and business development, is in the best interests of the Group, and the Board's composition ensures a balance of power and authority[36] Directors' Securities Transactions The Company adopted GEM Listing Rules 5.48 to 5.67 for directors' securities transactions, with all directors confirming compliance for the period - The Company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct regarding directors' securities transactions[37] - All directors confirmed that they have complied with the required standard of dealings and the code of conduct regarding directors' securities transactions for the three months ended September 30, 2022[37] Dividends The Board does not recommend paying any dividends for the three months ended September 30, 2022, consistent with the prior year - The Board does not recommend the payment of any dividends for the three months ended September 30, 2022 (2021: nil)[38] Share Option Scheme The Company adopted a 10-year share option scheme in 2017, with 10,000,000 unexercised options held by directors and employees at HK$0.056, expiring in 2023 - The Company adopted a share option scheme on December 1, 2017, with a validity period of 10 years[39] Share Option Scheme Details (As of September 30, 2022) | Grantee | Date of Grant | Exercise Period | Number of Unexercised Share Options | Exercise Price Per Share (HK$) | | :--- | :--- | :--- | :--- | :--- | | Directors (4 in total) | October 8, 2021 | October 8, 2021 to October 7, 2023 | 4,000,000 | 0.056 | | Employees | October 8, 2021 | October 8, 2021 to October 7, 2023 | 6,000,000 | 0.056 | | Total | | | 10,000,000 | | Audit Committee The Audit Committee, chaired by Mr. Yu Tat Chi, reviews financial information, internal controls, risk management, and external auditor relations, having approved this report - The Audit Committee comprises three independent non-executive directors, with Mr. Yu Tat Chi as Chairman, and Ms. Chan Sin Wah and Ms. Yip Tan as other members[41] - The Committee's primary responsibilities include reviewing financial information and reporting processes, internal control systems, risk management systems, audit plans, and relationships with external auditors[41] - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the three months ended September 30, 2022, and this report, deeming them compliant with applicable accounting standards and the GEM Listing Rules[42] Board Approval This report was approved by the Board of Directors of WT Group Holdings Limited on November 11, 2022, with Mr. Kam Kin Pan as Chairman and Executive Director - This report was approved by the Board of Directors of WT Group Holdings Limited on November 11, 2022[43] - Executive Directors include Mr. Kam Kin Pan (Chairman) and Ms. Wong Mei Chun; Independent Non-executive Directors include Ms. Chan Sin Wah, Ms. Yip Tan, and Mr. Yu Tat Chi[43]