Share Capital and Options - As of September 30, 2023, the total number of shares held by Onger Investments Limited is 2,007,700,062, and Goal Success Investments Limited holds 5,312,395,685 shares, representing approximately 27.4% and 72.6% of the total issued shares respectively [2][10]. - The total number of shares available for issue under the 2012 Scheme is 176,000,000, which represents approximately 1.77% of the existing issued share capital of the Company [17]. - The Company has granted share options totaling 50,000,000 to the Director Leung Sui Wah, with an exercise price of HK$0.118 per share [16]. - The Company’s share option scheme allows for options to be granted up to 1% of the shares in issue in any 12-month period without prior shareholder approval [14]. - The Company’s total outstanding share options as of April 1, 2023, were 211,000,000, which decreased to 176,000,000 by September 30, 2023, after the lapse of 35,000,000 options [16][17]. - The Company’s share option plan was adopted on May 3, 2012, and has since been terminated for new grants, with existing options remaining valid [12]. - The exercise price for share options is determined by the Board and must not be less than the closing price of the shares on the date of grant [13]. - The Company’s corporate governance includes provisions for refreshing the share option limit to 10% of the total number of shares in issue, subject to shareholder approval [15]. Financial Performance - Total revenue for the six months ended September 30, 2023, was HK$324,693,000, a slight increase from HK$321,507,000 in the same period of 2022, representing a growth of 0.68% [33]. - Revenue from property sales increased to HK$116,677,000, up from HK$108,185,000, reflecting a growth of 4.6% year-over-year [33]. - Commission income from the agricultural produce exchange market decreased to HK$45,136,000, down 12.5% from HK$51,505,000 in the previous year [33]. - For the six months ended September 30, 2023, the profit for the period attributable to ordinary equity holders was 7,764 million HKD, compared to 12,697 million HKD for the same period in 2022, reflecting a decrease of approximately 38.3% [47]. - The total comprehensive income for the period was a loss of 318,904 million HKD, compared to a loss of 353,631 million HKD in the previous year, indicating an improvement of about 9.8% [47]. - The basic earnings per share for the six months ended September 30, 2023, remained unchanged at 0.78 HKD, with no dilution effect from share options [47]. - The Group reported a profit for the period of HK$15,840,000, compared to HK$20,461,000 for the same period in 2022, reflecting a decline in profitability [64]. Cash Flow and Liabilities - Net cash flows from operating activities for the period were HK$116,089,000, compared to a net cash outflow of HK$45,934,000 in the same period last year [27]. - The company reported a net increase in cash and cash equivalents of HK$1,551,000, contrasting with a decrease of HK$129,366,000 in the prior year [27]. - Total non-current liabilities decreased to HK$1,483,318,000 from HK$1,717,098,000, indicating a reduction of approximately 13.6% [23]. - The equity attributable to owners of the parent was HK$1,586,896,000, down from HK$1,738,026,000, a decline of about 8.7% [23]. - The company incurred net cash used in investing activities of HK$17,342,000, compared to HK$2,740,000 in the previous year, indicating increased investment outflows [27]. - The total cash and cash equivalents at the end of the period stood at HK$278,509,000, compared to HK$270,863,000 at the end of the previous year [27]. - The group reported an increase in depreciation on owned assets to HK$7,543,000 from HK$6,666,000, which is an increase of about 13.1% [109]. - The group had capital commitments totaling HK$178,986,000 as of the reporting period [138]. Shareholder and Corporate Governance - The Company’s substantial shareholders include entities controlled by Mr. Tang, who is deemed to be interested in 7,320,095,747 shares, representing approximately 100% of the total issued shares [9][10]. - The board of directors does not recommend the payment of any interim dividend for the six months ended September 30, 2023, consistent with the previous year [94]. - The Group operates under two reportable segments: agricultural produce exchange market operation and property sales [70]. - The Group's segment performance is assessed based on the profit from each segment, including certain other income and expenses, and central administrative costs [81]. Legal Proceedings - The Group has been involved in civil proceedings related to the Baisazhou Acquisition since 2011, with key proceedings resolved in the current period [173]. - The Hong Kong Court ruled that Ms. Wang and Tian Jiu must pay the Company damages totaling RMB510,000,000 for losses incurred due to the undervaluation of Baisazhou Agricultural's shares [173]. - On April 26, 2023, the court ruled that Ms. Wang and Tian Jiu shall pay the Company damages totaling HK$567,037,325.74, along with interest from January 18, 2021 [175]. - The Company continues to be the legal and beneficial owner of Baisazhou Agricultural following the dismissal of the counterclaim by Ms. Wang and Tian Jiu [175]. Financial Instruments and Fair Value - The fair values of cash and cash equivalents, trade receivables, and other financial instruments approximate their carrying amounts due to short-term maturities [177]. - The fair values of the non-current portion of loans and interest receivables and interest-bearing bank borrowings were calculated by discounting expected future cash flows using current rates for similar instruments [181]. - The fair value measurement of financial instruments is reviewed and approved by the directors and discussed with the audit committee twice a year [190].
中国农产品交易(00149) - 2024 - 中期财报