Workflow
依波路(01856) - 2023 - 中期业绩
ERNEST BORELERNEST BOREL(HK:01856)2023-08-30 13:00

Financial Summary Provides a concise overview of the group's key financial performance metrics for the first half of the 2023 fiscal year 2023 First Half Key Financial Data | Indicator | 2023 First Half (HK$ thousand) | 2022 First Half (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 82,500 | 59,400 | +38.9% | | Gross Profit Margin | 53.4% | 65.8% | -12.4pp | | Gross Profit | 44,100 | 39,100 | +12.8% | | Profit/(Loss) after Tax | 1,300 | (9,700) | Turnaround to Profit | | Basic and Diluted Earnings/(Loss) Per Share (HK cents) | 0.36 | (2.80) | Turnaround to Profit | Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Presents the group's financial performance, including revenue, expenses, and profit or loss, for the six months ended June 30, 2023 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30, 2023) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 82,542 | 59,390 | | Cost of Sales | (38,433) | (20,306) | | Gross Profit | 44,109 | 39,084 | | Net Other Gains and Losses | 3,463 | (1,303) | | Other Income | 2,762 | 1,060 | | Distribution Expenses | (23,475) | (23,079) | | Administrative Expenses | (21,409) | (19,200) | | Finance Costs | (4,439) | (6,447) | | Profit/(Loss) Before Tax | 1,011 | (9,885) | | Income Tax Credit | 260 | 155 | | Profit/(Loss) for the Period Attributable to Owners of the Company | 1,271 | (9,730) | | Basic and Diluted Earnings/(Loss) Per Share (HK cents) | 0.36 | (2.80) | Condensed Consolidated Statement of Financial Position Details the group's assets, liabilities, and equity as of June 30, 2023, and December 31, 2022 Condensed Consolidated Statement of Financial Position (As of June 30, 2023) | Indicator | June 30, 2023 (HK$ thousand) | December 31, 2022 (HK$ thousand) | | :--- | :--- | :--- | | Non-current Assets | | | | Property, Plant and Equipment | 59,717 | 23,093 | | Goodwill | 42,178 | – | | Intangible Assets | 66,867 | – | | Current Assets | | | | Inventories | 316,042 | 322,277 | | Trade and Other Receivables | 139,065 | 88,920 | | Bank Balances and Cash | 3,040 | 6,274 | | Current Liabilities | | | | Trade and Other Payables | 63,167 | 33,689 | | Contingent Consideration Payable | 11,590 | – | | Bank and Other Borrowings | 35,376 | 29,390 | | Non-current Liabilities | | | | Contingent Consideration Payable | 66,097 | – | | Total Equity | 147,294 | 107,842 | Notes to the Condensed Consolidated Financial Statements Provides detailed explanations and disclosures supporting the condensed consolidated financial statements Basis of Presentation Outlines the accounting standards and currency used for preparing the condensed consolidated interim financial statements - The condensed consolidated interim financial statements are prepared in accordance with International Accounting Standard 34 and Appendix 16 of the Listing Rules, presented in HK dollars104 - The statements include explanations of events and transactions significant to understanding changes in the group's financial position and performance, and should be read in conjunction with the 2022 consolidated financial statements105 Changes in Accounting Policies States that accounting policies remain consistent with the prior year, with no material impact from new standards - Accounting policies used for preparing the condensed consolidated interim financial statements are consistent with those adopted in the 2022 annual financial statements, with no material impact from new standards or interpretations on the group's current or prior period business and financial position133116 Revenue and Segment Information Details revenue sources from watch and smart manufacturing businesses, with significant growth in Southeast Asia Segment Revenue and Results Analyzes revenue and profit contributions from the watch and smart manufacturing segments for the reporting period - The group's operating segments include the watch business (manufacturing and selling watches) and the smart manufacturing business (designing, developing, and manufacturing stainless steel alloy watch cases and smart watch cases)9138 Segment Revenue and Results (For the six months ended June 30, 2023) | Indicator | Watch (HK$ thousand) | Smart Manufacturing (HK$ thousand) | Unallocated (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 61,339 | 21,203 | – | 82,542 | | Profit/(Loss) Before Income Tax | 154 | 4,878 | (4,021) | 1,011 | | Profit/(Loss) After Income Tax | 35 | 5,257 | (4,021) | 1,271 | Segment Revenue and Results (For the six months ended June 30, 2022) | Indicator | Watch (HK$ thousand) | Smart Manufacturing (HK$ thousand) | Unallocated (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 59,390 | – | – | 59,390 | | Loss Before Income Tax | (4,972) | – | (4,913) | (9,885) | | Loss After Income Tax | (4,817) | – | (4,913) | (9,730) | Geographical Information Presents revenue breakdown by customer location, highlighting China as the primary market and Southeast Asia's growth Revenue by Customer Location (For the six months ended June 30, 2023) | Region | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | People's Republic of China | 61,939 | 57,026 | | Hong Kong and Macau | 5,252 | 1,491 | | Southeast Asia | 14,519 | 635 | | Other (mainly Europe) | 832 | 238 | | Total | 82,542 | 59,390 | Major Customers Information Identifies key customers and their revenue contributions from the watch and smart manufacturing segments Major Customer Revenue (For the six months ended June 30) | Customer | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Customer A from Watch Business Segment | 10,301 | 14,199 | | Customer B from Smart Manufacturing Business Segment | 14,757 | – | Income Tax Credit Explains the group's income tax provisions across different jurisdictions and the period's tax credit - Hong Kong profits tax is calculated at 16.5%, but the group has no assessable profits in Hong Kong, so no provision is made5 - Swiss federal withholding tax is paid at a rate of 35% on profit distributions, while Swiss income tax is calculated at 8.5% for direct federal tax and 11.5% for cantonal/municipal tax691 - Chinese subsidiaries are subject to a 25% tax rate, but no provision is made due to the absence of assessable profits92 Income Tax Credit for the Period (For the six months ended June 30) | Indicator | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | Current Tax: Swiss Income Tax | (135) | (137) | | Deferred Tax Credit | 395 | 292 | | Income Tax Credit for the Period | 260 | 155 | Dividends Confirms no dividends were paid or proposed during the reporting period or subsequent to it - No dividends were paid or proposed by the group for the six months ended June 30, 2023, and 2022, nor were any dividends proposed after the reporting period end93 Earnings/(Loss) Per Share Reports the basic and diluted earnings per share, reflecting a turnaround from loss to profit Earnings/(Loss) Per Share (For the six months ended June 30) | Indicator | 2023 | 2022 | | :--- | :--- | :--- | | Profit/(Loss) Attributable to Owners of the Company (HK$ thousand) | 1,271 | (9,730) | | Weighted Average Number of Ordinary Shares in Issue (shares) | 352,041,051 | 347,437,000 | | Basic and Diluted Earnings/(Loss) Per Share (HK cents) | 0.36 | (2.80) | - For the six months ended June 30, 2023, no potential dilutive ordinary shares were in issue, thus diluted earnings/(loss) per share is the same as basic earnings/(loss) per share97 Trade and Other Receivables Details the composition and aging analysis of trade and other receivables, showing a significant increase Trade and Other Receivables (As of June 30, 2023) | Indicator | June 30, 2023 (HK$ thousand) | December 31, 2022 (HK$ thousand) | | :--- | :--- | :--- | | Gross Trade Receivables | 132,976 | 96,151 | | Less: Provision for Impairment Losses | (8,154) | (18,230) | | Net Trade Receivables | 124,822 | 77,921 | | Other Receivables | 5,473 | 2,875 | | Prepayments | 6,029 | 5,646 | | Total Current Trade and Other Receivables | 139,065 | 88,920 | | Total Trade and Other Receivables | 140,951 | 89,801 | Aging Analysis of Trade Receivables (As of June 30, 2023) | Aging | 2023 (HK$ thousand) | 2022 (HK$ thousand) | | :--- | :--- | :--- | | 0 to 90 days | 56,122 | 52,336 | | 91 to 180 days | 30,812 | 12,901 | | 181 to 270 days | 31,118 | 9,324 | | Over 270 days | 6,770 | 3,360 | | Total | 124,822 | 77,921 | - The group grants credit terms of 30 to 180 days to its trade customers98 Goodwill Explains the goodwill arising from the acquisition of the Jinxi Group, reflecting expected synergies and growth potential Movement in Goodwill (As of June 30, 2023) | Item | HK$ thousand | | :--- | :--- | | At January 1, 2023 | – | | Acquisition of a Subsidiary (Note 12) | 42,178 | | At June 30, 2023 | 42,178 | - Goodwill of HK$42,178 thousand arising from the acquisition is attributed to expected synergies from the business combination and the growth and profitability potential of expanding the smart watch business81 Intangible Assets Outlines the carrying value and composition of intangible assets, primarily from the Jinxi Group acquisition Intangible Assets (As of June 30, 2023) | Item | Technical Know-how (HK$ thousand) | Customer Relationships (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | | Cost: At January 1, 2023 | – | – | – | | Acquisition of a Subsidiary (Note 12) | 46,050 | 22,333 | 68,383 | | At June 30, 2023 | 46,050 | 22,333 | 68,383 | | Accumulated Amortisation: At January 1, 2023 | – | – | – | | Charged during the period | 770 | 746 | 1,516 | | At June 30, 2023 | 770 | 746 | 1,516 | | Carrying Amount: At June 30, 2023 | 45,280 | 21,587 | 66,867 | Trade and Other Payables Presents the breakdown of trade and other payables, indicating a substantial increase from the prior period Trade and Other Payables (As of June 30, 2023) | Indicator | June 30, 2023 (HK$ thousand) | December 31, 2022 (HK$ thousand) | | :--- | :--- | :--- | | Trade Payables | 31,439 | 23,860 | | Other Payables | 27,354 | 2,529 | | Accrued Expenses | 3,359 | 6,962 | | Contract Liabilities from Sale of Goods | 1,015 | 338 | | Total | 63,167 | 33,689 | Acquisition of a Subsidiary Details the acquisition of Jinxi Group, its strategic rationale, consideration, and financial contribution - The group completed the acquisition of the entire equity interest in Jinxi Industrial Limited and its subsidiaries (collectively, the "Jinxi Group") on April 19, 2023, for a consideration of HK$108,456 thousand8781 - The Jinxi Group primarily engages in the design, development, and manufacturing of stainless steel alloy watch cases and smart watch cases as an original design manufacturer or original equipment manufacturer87 - The acquisition consideration included the issuance of 38,461,538 consideration shares and a cash payment of HK$40,000,000, with a profit guarantee mechanism where the vendor committed that the Jinxi Group's after-tax net profit for each of the fiscal years 2023 to 2025 would not be less than HK$30,000 thousand88 Total Consideration and Goodwill for Jinxi Group Acquisition | Item | HK$ thousand | | :--- | :--- | | First Tranche Consideration Shares Issued at Completion | 30,769 | | Fair Value of Contingent Consideration Payable | 77,687 | | Total Consideration | 108,456 | | Less: Fair Value of Net Assets Acquired | (66,278) | | Goodwill | 42,178 | - From the acquisition date to June 30, 2023, the Jinxi Group contributed approximately HK$21,203 thousand in revenue and approximately HK$5,257 thousand in net profit to the group16 Management Discussion and Analysis Provides management's perspective on the group's operational and financial performance, strategies, and outlook Business Review Reviews the group's business performance, highlighting diversification through smart manufacturing and market responses Watch Business Discusses the watch business's revenue growth, market performance, and e-commerce strategies - Watch business revenue increased by approximately 3.2% from approximately HK$59.4 million in the first half of fiscal year 2022 to approximately HK$61.3 million in the first half of fiscal year 2023128 - While facing challenges of limited customer traffic in free trade zones, Hong Kong, Macau, and overseas markets, with a slight decrease in Hainan duty-free shop sales, the Southeast Asian market achieved positive growth19 - The China market remains the group's primary market with 673 sales points, contributing approximately HK$55.9 million in revenue, accounting for approximately 91.1% of total watch business revenue125 - Sales in the Hong Kong and Macau markets increased by approximately 193.3% from approximately HK$1.5 million in the first half of fiscal year 2022 to approximately HK$4.4 million in the first half of fiscal year 202320 - The decline in the e-commerce sector was reduced due to strict pricing policies and effective communication with online platforms, alongside active promotion of exclusive new products124 Smart Manufacturing Business Highlights progress in smart manufacturing, including client follow-ups, strategic partnerships, and patent applications - The smart manufacturing division followed up on the final deliveries for major clients and established strategic partnerships with renowned electronics manufacturers144 - This division received new structural component orders for smart watches and made substantial progress in the development and mass production of specialized watch straps144 - Mold development for wearable rings was completed and is currently entering the Engineering Verification Test (EVT) phase, paving the way for mass production in the second half of the year144 - Thirteen patent applications for innovative structural designs were submitted in the first half of 2023, with three already certified, underscoring the commitment to protecting novel technological advancements144 Financial Review Analyzes the group's financial performance, including revenue growth, profitability, and liquidity position Revenue and Segment Information Reports significant revenue growth, driven by the new smart manufacturing business segment - The group's revenue increased by approximately 38.9% from approximately HK$59.4 million in the first half of fiscal year 2022 to approximately HK$82.5 million in the first half of fiscal year 2023145 - Revenue from the smart manufacturing business was approximately HK$21.2 million in the first half of fiscal year 202322 Cost of Sales Details the increase in cost of sales, influenced by both watch and smart manufacturing segments - The group's cost of sales increased by approximately 89.2% from approximately HK$20.3 million in the first half of fiscal year 2022 to approximately HK$38.4 million in the first half of fiscal year 202350 - Cost of sales for the watch business increased by 25.1% to HK$25.4 million173 - Cost of sales for the smart manufacturing business was approximately HK$13.0 million in the first half of fiscal year 2023147 Gross Profit Examines the growth in gross profit and the decline in gross profit margin for the period - The group's gross profit increased by approximately 12.8% from approximately HK$39.1 million in the first half of fiscal year 2022 to approximately HK$44.1 million in the first half of fiscal year 2023174 - The watch business contributed approximately HK$35.9 million, and the smart manufacturing business contributed approximately HK$8.2 million174 - Gross profit margin decreased from approximately 65.8% in the first half of fiscal year 2022 to approximately 53.4% in the first half of fiscal year 2023174 Net Other Gains and Losses Reports the net other gains for the period, showing a positive shift compared to the prior year - The group recorded net other gains of approximately HK$3.5 million in the first half of fiscal year 2023, compared to net other gains of approximately HK$1.3 million in the first half of fiscal year 2022148 Distribution Expenses Analyzes the slight increase in distribution expenses and its reduced proportion of total revenue - The group's distribution expenses increased by approximately 1.7% from approximately HK$23.1 million in the first half of fiscal year 2022 to approximately HK$23.5 million in the first half of fiscal year 2023175 - Distribution expenses accounted for approximately 28.4% of the group's total revenue in the first half of fiscal year 2023 (first half of fiscal year 2022: approximately 38.9%)175 Administrative Expenses Reports the increase in administrative expenses for the first half of the fiscal year - The group's administrative expenses increased by approximately 11.5% from approximately HK$19.2 million in the first half of fiscal year 2022 to approximately HK$21.4 million in the first half of fiscal year 2023149 Finance Costs Details the reduction in finance costs for the reporting period - The group's finance costs decreased by approximately 31.3% from approximately HK$6.4 million in the first half of fiscal year 2022 to approximately HK$4.4 million in the first half of fiscal year 2023176 Profit for the Period Attributable to Owners of the Company Highlights the turnaround from a net loss to a net profit attributable to owners of the company - The group's net profit attributable to owners of the company was approximately HK$1.3 million in the first half of fiscal year 2023, compared to a net loss of approximately HK$9.7 million in the first half of fiscal year 2022150 Inventories Reports a slight decrease in inventory levels as of June 30, 2023 - Inventories as of June 30, 2023, were approximately HK$316.0 million, a decrease of approximately HK$6.3 million from approximately HK$322.3 million as of December 31, 2022177 Trade and Other Receivables and Payables Summarizes the significant increases in both trade and other receivables and payables - The group's trade and other receivables as of June 30, 2023, were approximately HK$141.0 million, an increase of approximately HK$51.2 million from approximately HK$89.8 million as of December 31, 202255 - The group's trade and other payables as of June 30, 2023, were approximately HK$63.2 million, an increase of approximately HK$29.5 million from approximately HK$33.7 million as of December 31, 2022178 Liquidity, Financial Resources and Capital Structure Assesses the group's liquidity position, including cash, borrowings, and the capital gearing ratio - As of June 30, 2023, the group had pledged bank deposits of approximately HK$6.5 million and unpledged cash and bank balances of approximately HK$3.0 million56 - The group's bank and other borrowings amounted to approximately HK$298.9 million, of which approximately HK$296.4 million are repayable within one year56 - The group's capital gearing ratio as of June 30, 2023, was approximately 202.9% (December 31, 2022: approximately 261.6%)179 Foreign Exchange Risk Identifies the group's exposure to foreign exchange fluctuations and management's monitoring approach - The group faces foreign exchange fluctuation risks due to foreign currency sales by certain member companies and various assets and liabilities denominated in foreign currencies180 - Management will monitor foreign exchange trends and consider hedging significant foreign exchange risks when necessary153 Pledge of Assets States the amount of deposits pledged to secure short-term bank financing - As of June 30, 2023, approximately HK$6.5 million in deposits were pledged to secure short-term bank financing granted to the group182 Material Acquisitions and Disposals of Subsidiaries or Associates Confirms the acquisition of Jinxi Group as the only material transaction during the period - The group completed the acquisition of Jinxi Industrial Limited, primarily engaged in the smart watch case business, on April 19, 2023155 - Apart from the aforementioned acquisition, no other material investments or significant acquisitions or disposals of subsidiaries, associates, or joint ventures were made in the first half of fiscal year 2023183 Future Plans for Material Investments and Capital Assets States that there are no definite future plans for material investments or capital asset acquisitions - As of June 30, 2023, the group had no definite future plans for material investments or acquisitions of significant capital assets156 Interim Dividend Confirms the Board's decision not to declare an interim dividend for the period - The Board resolved not to declare an interim dividend for the six months ended June 30, 2023 (first half of fiscal year 2022: nil)157 Contingent Liabilities States that the group had no significant contingent liabilities as of June 30, 2023 - As of June 30, 2023, the group had no significant contingent liabilities (December 31, 2022: nil)184 Employees and Remuneration Policy Details the increase in employee numbers, total staff costs, and the group's remuneration policy - As of June 30, 2023, the group had a total of 446 full-time employees (December 31, 2022: 146 employees)185 - Total staff costs (including directors' emoluments) for the first half of fiscal year 2023 were approximately HK$26.7 million (first half of fiscal year 2022: approximately HK$22.9 million)185 - The remuneration policy includes fixed salaries, allowances, sales commissions, year-end bonuses, and a share option scheme, with regular training and annual performance reviews provided15861 Capital Commitments Confirms the absence of any significant capital commitments as of June 30, 2023 - As of June 30, 2023, the group had no significant capital commitments (December 31, 2022: nil)159 Events After Reporting Period States that no significant events occurred after the reporting period - No significant events occurred after the reporting period33 Prospects Outlines the group's strategic direction for both watch and smart manufacturing businesses, focusing on growth and efficiency Watch Business Details strategies for brand promotion, sales channels, product development, and inventory management in the watch business - The group will continue to promote and enhance the brand awareness of "Ernest Borel" through various marketing channels, targeting younger and more international consumers34 - Offline sales strategies will continue to implement flexible sales policies, customized for each region and client, and actively explore new market segments162 - In e-commerce, while maintaining basic monthly sales revenue, the group aims for steady growth and will actively experiment with different live-streaming models to drive sales performance and enhance brand awareness36 - Product planning will focus on reducing movement and spare parts inventory while ensuring sales supply, producing in phases, and delivering on demand through real-time analysis of sales and inventory163 - R&D efforts will be strengthened to develop high-quality products reflecting brand image and to achieve rapid and precise R&D for e-commerce exclusive products, shortening product development cycles37 Smart Manufacturing Business Focuses on meeting client demands, expanding production capacity, and recruiting talent for the smart manufacturing business - The group is fully committed to meeting customer demand, ensuring successful production of Milanese mesh watch straps, and has signed contracts for several smart ring models, with production to be swiftly implemented upon test approval164 - The group is closely following industry trends by researching and evaluating the latest smart watch models from major clients, and plans to expand production capacity in the second half of the year through equipment procurement, process optimization, and increased personnel164 - Talent recruitment is a key task, focusing on hiring skilled professionals with strong operational capabilities from domestic listed companies to strengthen sales efforts164 Conclusion Summarizes the group's commitment to revenue growth, cost control, and preparing for future opportunities - The group will actively oversee both the watch and smart manufacturing businesses, continuously seeking various channels to expand sales revenue, and closely controlling operating costs such as sales, distribution, and administrative expenses to achieve the goal of increasing revenue and reducing expenditure165 - The group will prepare for future opportunities, aiming to expand profitability and deliver valuable and sustainable returns to shareholders165 - Despite global economic shifts and a complex and challenging external environment, coupled with pressure on domestic economic development, the resilience, deep potential, and vitality of the Chinese economy remain unchanged38 Corporate Governance Code Details the company's adherence to corporate governance principles and relevant codes Compliance with Corporate Governance Code Reports the company's compliance with the Corporate Governance Code, noting one specific deviation - The company has complied with all code provisions of the Corporate Governance Code set out in Appendix 14 of the Listing Rules for the six months ended June 30, 2023, except for one deviation39 - This deviation occurred because Mr. Xiong Ying, a Non-executive Director, was unable to attend the Annual General Meeting held on June 2, 2023, due to other commitments75 Code for Securities Transactions by Directors Confirms the company's adoption of a standard code for directors' securities transactions and their compliance - The company has adopted the Standard Code as the code of conduct for directors' securities transactions68 - All directors confirmed compliance with the required standards set out in the Standard Code and its code of conduct for directors' securities transactions for the six months ended June 30, 202368 Audit Committee Describes the Audit Committee's composition, terms of reference, and review of interim results - The company has established an Audit Committee, with its written terms of reference in compliance with the Listing Rules and the Corporate Governance Code76 - The Audit Committee comprises three independent non-executive directors: Mr. To Chun Kee (Chairman), Ms. Chan Lai Wah, and Mr. Cheung Bun69 - The Audit Committee has reviewed the unaudited interim results and interim report for the six months ended June 30, 2023, and recommended their adoption by the Board, deeming them prepared in accordance with applicable accounting standards and requirements with sufficient disclosures69 Review of Condensed Consolidated Financial Statements Confirms the Audit Committee's review and recommendation for adoption of the interim financial statements - The Audit Committee has reviewed the unaudited interim results and interim report for the six months ended June 30, 202369 - The Audit Committee believes that these results and report were prepared in accordance with applicable accounting standards and requirements, with sufficient disclosures, and recommended their adoption by the Board69 Other Information Presents additional disclosures regarding the company's securities, publications, and board composition Purchase, Sale or Redemption of Listed Securities States that no listed securities of the company were purchased, sold, or redeemed during the period - Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the six months ended June 30, 202370 Publication of Interim Results Announcement and Interim Report Informs about the publication channels for the interim results announcement and interim report - This announcement has been published on the website of The Stock Exchange of Hong Kong Limited and the company's website169 - The company's interim report for the six months ended June 30, 2023, will be published on the aforementioned websites and dispatched to the company's shareholders at the appropriate time169 Board of Directors Lists the current composition of the Board of Directors, including executive, non-executive, and independent non-executive members - As of the date of this announcement, the Board of Directors includes Executive Directors Mr. Teguh Halim and Ms. Lin Li, Non-executive Director Mr. Xiong Ying, and Independent Non-executive Directors Mr. To Chun Kee, Ms. Chan Lai Wah, and Mr. Cheung Bun1707177