Report Cover and Disclaimer Report Cover This section presents the cover page for Pulse Resources Group Limited's Q1 2021 performance report - This report is the Q1 2021 performance report of Pulse Resources Group Limited (Stock Code: 08186), a company incorporated in Bermuda1 GEM Listing Characteristics and Disclaimer This section describes the GEM market's high-risk nature for investors and clarifies that the company's board is solely responsible for the report's accuracy and completeness - The GEM market is positioned for small and medium-sized companies with higher investment risks compared to other companies listed on the Stock Exchange, and investors should understand the potential risks2 - Hong Kong Exchanges and Clearing Limited and the Stock Exchange are not responsible for the content of this report, and the company's board of directors collectively and individually assumes full responsibility, confirming the information is accurate, complete, and free from misleading or fraudulent statements2 Unaudited Condensed Consolidated Results Unaudited Condensed Consolidated Statement of Profit or Loss The Group's loss from continuing operations significantly narrowed by 51.5% to HK$1,887 thousand for Q1 2021, with total loss for the period also decreasing Key Data from Condensed Consolidated Statement of Profit or Loss (HK$ thousand) | Metric | 2021 Q1 (HK$ thousand) | 2020 Q1 (Restated) (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 4,936 | 6,531 | -24.4% | | Gross Profit | 535 | 1,059 | -49.5% | | Loss from Continuing Operations | (1,887) | (3,894) | -51.5% | | Loss for the Period | (1,887) | (4,703) | -59.9% | - Loss for the period from continuing operations attributable to owners of the company decreased from HK$3,766 thousand in the same period of 2020 to HK$1,806 thousand in the same period of 20214 Unaudited Condensed Consolidated Statement of Comprehensive Income For the three months ended March 31, 2021, the Group's total comprehensive expense for the period significantly decreased by 59.7% to HK$1,887 thousand from HK$4,677 thousand in the prior year, with total comprehensive expense attributable to owners of the company at HK$1,806 thousand and to non-controlling interests at HK$81 thousand Key Data from Condensed Consolidated Statement of Comprehensive Income (HK$ thousand) | Metric | 2021 Q1 (HK$ thousand) | 2020 Q1 (Restated) (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Loss for the Period | (1,887) | (4,703) | -59.9% | | Exchange Differences on Translation | – | 26 | N/A | | Total Comprehensive Expense for the Period | (1,887) | (4,677) | -59.7% | | Total Comprehensive Expense Attributable to Owners of the Company | (1,806) | (3,354) | -46.2% | | Total Comprehensive Expense Attributable to Non-controlling Interests | (81) | (1,323) | -93.9% | Notes to the Unaudited Condensed Consolidated Results This section details the Group's business, financial statement basis, income/expense, loss per share, dividends, commitments, and equity changes, noting its core businesses and the 2020 termination of Cambodian operations - The company is incorporated in Bermuda and its shares are listed on GEM13 - The Group primarily engages in (i) planting and household products business; and (ii) financial services business13 - The Group terminated its forestry and agriculture business in the Kingdom of Cambodia in 2020, and the related financial results for the same period in 2020 have been restated and classified as discontinued operations13 Company and Group Information This section provides an overview of the company's incorporation, GEM listing, and primary business segments, including the termination of its Cambodian forestry and agriculture operations in 2020 - The company is incorporated in Bermuda and its shares are listed on GEM13 - The Group primarily engages in (i) planting and household products business; and (ii) financial services business13 - The Group terminated its forestry and agriculture business in the Kingdom of Cambodia in 2020, and the related financial results for the same period in 2020 have been restated and classified as discontinued operations13 Basis of Preparation This section outlines that the results are prepared in accordance with Hong Kong Financial Reporting Standards, Hong Kong Generally Accepted Accounting Principles, and applicable GEM Listing Rules, primarily using the historical cost convention - The results are prepared in accordance with Hong Kong Financial Reporting Standards, Hong Kong Generally Accepted Accounting Principles, and applicable disclosure requirements of the GEM Listing Rules14 - Except for equity investments at fair value through other comprehensive income and debt investments at fair value through profit or loss measured at fair value, the results are prepared under the historical cost convention14 Revenue This section provides a detailed analysis of the Group's revenue from continuing operations, showing a 24.4% decrease to HK$4,936 thousand in Q1 2021, primarily due to reduced household product sales Revenue Analysis from Continuing Operations (HK$ thousand) | Revenue Source | 2021 Q1 (HK$ thousand) | 2020 Q1 (Restated) (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Sales of household products | 3,450 | 6,323 | -45.4% | | Sales of planting products | 1,486 | – | N/A | | Loan interest income | – | 208 | -100% | | Total Revenue | 4,936 | 6,531 | -24.4% | - Revenue recognition for goods is at a point in time when control is transferred17 Net Gain/Loss on Equity Investments at Fair Value Through Profit or Loss This section indicates that the Group had no equity investments at fair value through profit or loss during the reporting period, unlike the prior year which recorded a small unrealized gain - During the reporting period, the Group had no equity investments at fair value through profit or loss17 - For the three months ended March 31, 2020, the Group recorded an unrealized gain of HK$11 thousand from changes in fair value of equity investments17 Finance Costs This section details the Group's finance costs from continuing operations, which significantly increased by 144.1% to HK$459 thousand in Q1 2021, primarily due to higher interest on other loans and new bond interest Finance Costs from Continuing Operations (HK$ thousand) | Finance Cost Item | 2021 Q1 (HK$ thousand) | 2020 Q1 (Restated) (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Interest on other loans | 318 | 170 | +87.1% | | Interest on bonds | 136 | – | N/A | | Interest on lease liabilities | 5 | 18 | -72.2% | | Total | 459 | 188 | +144.1% | Income Tax Expense This section outlines the applicable tax rates for Hong Kong and China, and notes that no deferred tax provision was necessary due to the absence of significant deductible or taxable temporary differences - Hong Kong profits tax is calculated at a rate of 16.5% on estimated profits arising in Hong Kong21 - China corporate income tax is calculated at a rate of 25%22 - No provision for deferred tax was necessary as the Group had no significant deductible or taxable temporary differences during the reporting period23 Loss Per Share This section presents the basic and diluted loss per share attributable to owners of the company, showing a significant reduction for both continuing and discontinued operations, and continuing operations alone Loss Per Share (HK cents) | Metric | 2021 Q1 (HK cents) | 2020 Q1 (Restated) (HK cents) | Change | | :--- | :--- | :--- | :--- | | Basic and diluted loss per share from continuing and discontinued operations attributable to owners of the company | (11.6) | (21.7) | -46.5% | | Basic and diluted loss per share from continuing operations attributable to owners of the company | (11.6) | (24.2) | -52.0% | - Basic loss per share is calculated based on the unaudited consolidated loss for the period attributable to owners of the company and the weighted average number of ordinary shares outstanding during the reporting period27 - The weighted average number of ordinary shares outstanding used for calculating basic loss per share was 15,586 thousand (2020: 15,586 thousand)26 Dividends This section states that the Board of Directors does not recommend the payment of any dividends for the reporting period - The Board of Directors does not recommend the payment of any dividends for the reporting period (2020: nil)29 Commitments This section confirms that the Group had no significant commitments during the reporting period - The Group had no significant commitments during the reporting period30 Reserves This section outlines the loss for the period and total comprehensive expense attributable to owners of the company for Q1 2021 and Q1 2020, and notes the impact of share award scheme redemptions and associate disposals on equity - As of March 31, 2021, the loss for the period attributable to owners of the company was HK$(1,806) thousand, and total comprehensive expense was HK$(1,806) thousand34 - As of March 31, 2020, the loss for the period attributable to owners of the company was HK$(3,380) thousand, and total comprehensive expense was HK$(3,354) thousand35 - The redemption of the share award scheme and partial disposal of an associate impacted equity34 Management Discussion and Analysis Financial and Business Review The Group's revenue decreased by 24.6% to HK$4.9 million and gross profit by 54.5% to HK$0.5 million in Q1 2021, primarily due to a shift towards lower-margin planting products, while consolidated loss attributable to owners of the company significantly reduced by 52.6% Financial Performance Overview (HK$ thousand) | Metric | 2021 Q1 (HK$ thousand) | 2020 Q1 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 4,900 | 6,500 | -24.6% | | Gross Profit | 500 | 1,100 | -54.5% | | Gross Margin | 10.8% | 16.2% | -5.4 percentage points | | Consolidated Loss Attributable to Owners of the Company | 1,800 | 3,800 | -52.6% | | Basic and Diluted Loss Per Share (HK cents) | 11.6 | 21.7 | -46.5% | - The decrease in gross margin is due to increased sales of lower-margin planting products in the Group's product mix37 - The Group's foreign currency risk is not significant as most transactions and financial assets/liabilities are denominated in HKD, USD, or RMB, with relatively stable exchange rates38 Events After Reporting Period After the reporting period, in May 2021, the company faced a winding-up petition filed by a creditor with the Hong Kong High Court, citing insolvency and inability to repay HK$8 million in debt plus unpaid interest and fees - In May 2021, a creditor filed a winding-up petition against the company with the Hong Kong High Court, alleging insolvency and inability to repay HK$8 million in debt along with unpaid interest and fees39 Prospects Facing a winding-up petition, the company is pursuing debt restructuring via a scheme of arrangement, with significant creditor support, and expects to normalize its financial position and advance business upon successful implementation and share resumption - The company is seeking to restructure its debt through a scheme of arrangement to reduce liabilities and normalize its financial position41 - The company has secured support from no less than 75% by value and no less than 50% by number of creditors to participate in the scheme41 - Scheme documents will be submitted to the court in Q1 2022, offering creditors a choice of cash or new shares for settlement41 - Despite challenges from US-China disputes, the pandemic, global supply chain disruptions, and rising interest rates/inflation, the company believes it can overcome difficulties, restore normal financial conditions, and steadily advance its business42 Other Information Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures As of March 31, 2021, no directors or chief executives held any disclosable interests or short positions in the company's or its associated corporations' shares, underlying shares, or debentures - As of March 31, 2021, no directors or chief executives of the company held any interests or short positions in the shares, underlying shares, and debentures of the company or any of its associated corporations that are required to be recorded in the register43 Directors' Rights to Acquire Shares or Debt Securities As of March 31, 2021, no directors, chief executives, or their associates held any interests or subscription rights in any securities of the company or its associated corporations, and the company or its subsidiaries did not participate in any arrangements enabling directors or their associates to benefit from acquiring shares or debt securities - As of March 31, 2021, no directors, chief executives, or their associates held any interests or subscription rights in any securities of the company or any of its associated corporations44 - Neither the company nor any of its subsidiaries participated in any arrangements at any time during the reporting period that would enable directors or chief executives or their respective associates to benefit from acquiring shares or debentures of the company or any other body corporate44 Major Shareholders' Interests As of March 31, 2021, three companies held 5% or more of the company's shares: Mega Trillion International Corporation with 16.66%, Landmass Investments Limited with 9.73%, and Jade Metro Limited with 6.62% Major Shareholders' Shareholdings (As of March 31, 2021) | Shareholder Name | Capacity | Number of Ordinary Shares Held | Percentage of Shareholding in the Company | | :--- | :--- | :--- | :--- | | Mega Trillion International Corporation | Corporate owner | 2,596,875 | 16.66% | | Landmass Investments Limited | Corporate owner | 1,517,212 | 9.73% | | Jade Metro Limited | Corporate owner | 1,031,250 | 6.62% | - The percentage of shareholding is calculated based on 15,585,331 shares issued as of March 31, 202147 Share Option Scheme The company has a share option scheme, but as of March 31, 2021, no unexercised share options existed, and no options were granted during the reporting period - The company may grant share options to eligible participants under its share option scheme approved by shareholders on June 10, 201148 - As of March 31, 2021, the company had no unexercised share options, and no share options were granted during the reporting period48 Directors' Interests in Contracts During the reporting period, no directors had any material direct or indirect interests in any significant contracts, commitments, or agreements to which the company or its subsidiaries were a party concerning the company's business - During the reporting period, no directors had any material direct or indirect interests in any significant contracts, commitments, or agreements to which the company or any of its subsidiaries was a party concerning the company's business49 Purchase, Sale or Redemption of the Company's Listed Securities During the reporting period, neither the company nor its subsidiaries purchased, redeemed, or sold any of the company's listed securities, except for the redemption of shares under its share award scheme - During the reporting period, neither the company nor any of its subsidiaries purchased, redeemed, or sold any of the company's listed securities, except for the redemption of shares under its share award scheme50 Competing Interests During the reporting period, no directors, major shareholders, or their respective associates engaged in any business that competed or might compete with the Group's business, nor did they have any other conflicts of interest with the Group - During the reporting period, no directors, major shareholders, or their respective associates engaged in any business that competed or might compete with the Group's business, nor did they have any other conflicts of interest with the Group51 Compliance with Code of Conduct Regarding Directors' Securities Transactions The company has adopted a code of conduct for directors' securities transactions, no less stringent than GEM Listing Rules, and all directors confirmed compliance throughout the reporting period - The company has adopted a code of conduct for directors' securities transactions, with terms no less stringent than the required standards of dealing set out in Rules 5.48 to 5.67 of the GEM Listing Rules52 - The company has inquired with all directors, and all directors have confirmed compliance with the required standards of dealing and the code of conduct for directors' securities transactions throughout the reporting period52 Corporate Governance During the reporting period, the company complied with the Corporate Governance Code in Appendix 15 of the GEM Listing Rules, except for the vacant CEO position, which the Board will review and fill when a suitable candidate is found - During the reporting period, the company complied with the Corporate Governance Code set out in Appendix 15 of the GEM Listing Rules (except for the vacant position of the company's Chief Executive Officer)54 - The Board continuously reviews its structure and will fill the CEO vacancy when a suitable candidate is identified54 Audit Committee The Audit Committee, comprising three independent non-executive directors, ensures the fairness of financial statements, reviews financial and internal controls, risk management, and accounting policies, and has reviewed the results, deeming them compliant with applicable accounting standards and GEM Listing Rules - The Audit Committee comprises three independent non-executive directors: Ms. Pang King Sze, as chairperson, Mr. Hung Ping Yin, and Mr. Wong Chit55 - The primary responsibilities of the Audit Committee include ensuring the true and fair presentation of the Group's financial statements, annual and interim reports; reviewing the Group's financial control systems, internal control systems, and risk management systems; and reviewing the Group's financial and accounting policies and practices55 - The Audit Committee has reviewed the results and believes they have been prepared in accordance with applicable accounting standards and the GEM Listing Rules, with adequate disclosures56 Date of Report This report was published on January 31, 2022 - This report was published in Hong Kong on January 31, 202258
曼妠(08186) - 2021 Q4 - 季度财报