ZO FUTURE GROUP INTERIM REPORT
2021
ʕಂజѓ
BIRMINGHAM SPORTS HOLDINGS LIMITED
ЬጫԃછٰϞࠢʮ̡
*ODPSQPSBUFE JO UIF $BZNBO *TMBOET XJUI MJNJUFE MJBCJMJUZ කਟ໊ࢥൗ̅ϓͭʘϞࠢʮ̡
4UPDL $PEF ٰ΅˾
CONTENTS
目錄
CORPORATE INFORMATION
ʮ̡༟ࣘ 2
ABBREVIATIONS
ᔊ၈ 4
MANAGEMENT DISCUSSION AND ANALYSIS
၍ଣᄴীሞʿʱؓ 5
CONDENSED CONSOLIDATED STATEMENT OF
PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
CONDENSED CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
CONDENSED CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
CONDENSED CONSOLIDATED STATEMENT OF
CASH FLOWS
NOTES TO THE CONDENSED CONSOLIDATED
INTERIM FINANCIAL STATEMENTS
OTHER INFORMATION
ᔊၝΥฦूʿՉ˼Όࠦϗूڌ 18
ᔊၝΥৌਕًرڌ 19
ᔊၝΥᛆूᜊਗڌ 21
ᔊၝΥତږݴඎڌ 22
ᔊၝΥʕಂৌਕజڌڝൗ 23
Չ˼༟ࣘ 52
CORPORATE INFORMATION
公司資料
BOARD OF DIRECTORS
Executive Directors
Mr. Zhao Wenqing (Chairman)
Mr. Huang Dongfeng (Chief Executive Officer) Mr. Yiu Chun Kong
Mr. Hsiao Charng Geng Dr. Guo Honglin
董事會 執行董事
Ⴛ˖͛€˴ࢩ ර؇ࠬ͛€Б݁ᐼ ۼቤಥ͛ ጽڗֲ͛ ெݳ؍௹ɻ
Non-executive Director Mr. Sue Ka Lok
非執行董事 ᘽᆀ͛
Independent Non-executive Directors Mr. Pun Chi Ping
Ms. Leung Pik Har, Christine Mr. Yeung Chi Tat
獨立非執行董事
ᆙط̻͛ ၀ᒳɾɻ เқ༺͛
COMPANY SECRETARY
Mr. Yam Pui Hung, Robert
公司秘書 Խඪ͛
AUDIT COMMITTEE
Mr. Yeung Chi Tat (Chairman) Mr. Pun Chi Ping
Ms. Leung Pik Har, Christine
審核委員會
เқ༺͛€˴ࢩ ᆙط̻͛ ၀ᒳɾɻ
REMUNERATION COMMITTEE
Mr. Pun Chi Ping (Chairman)
Ms. Leung Pik Har, Christine Mr. Yeung Chi Tat
薪酬委員會
ᆙط̻͛€˴ࢩ ၀ᒳɾɻ เқ༺͛
NOMINATION COMMITTEE
Ms. Leung Pik Har, Christine (Chairlady) Mr. Pun Chi Ping
Mr. Yeung Chi Tat
提名委員會
၀ᒳɾɻ€˴ࢩ ᆙط̻͛ เқ༺͛
PRINCIPAL PLACE OF BUSINESS IN HONG KONG
31/F., Vertical Sq, No. 28 Heung Yip Road,
Wong Chuk Hang, Hong Kong
香港主要營業地點
࠰ಥර϶Ѧ࠰༸28 ྗ֠ි31ᅽ
REGISTERED OFFICE
4th Floor, Harbour Place, 103 South Church Street, George Town,
P.O. Box 10240,
Grand Cayman KY1-1002, Cayman Islands
註冊辦事處
4th Floor, Harbour Place, 103 South Church Street, George Town,
P.O. Box 10240,
Grand Cayman KY1-1002, Cayman Islands
CORPORATE INFORMATION (Continued) | 公司資料€ᚃ |
SHARE REGISTRARS | 股份登記處 |
Principal share registrar and transfer office | 股份過戶登記總處 |
Harneys Fiduciary (Cayman) Limited | Harneys Fiduciary (Cayman) Limited |
4th Floor, Harbour Place, | 4th Floor, Harbour Place, |
103 South Church Street, | 103 South Church Street, |
George Town, | George Town, |
P.O. Box 10240, | P.O. Box 10240, |
Grand Cayman KY1-1002, | Grand Cayman KY1-1002, |
Cayman Islands | Cayman Islands |
Hong Kong branch share registrar and transfer office | 香港股份過戶登記分處 |
Tricor Tengis Limited | ՙԳ೮ઠࣛϞࠢʮ̡ |
Level 54, Hopewell Centre, | ࠰ಥ |
183 Queen's Road East, | ެΧɽ༸؇183 |
Hong Kong | Υձʕː54ᅽ |
AUDITOR | 核數師 |
ZHONGHUI ANDA CPA Limited | ʕිτ༺ึࠇࢪԫਕהϞࠢʮ̡ |
Certified Public Accountants | ੂุึࠇࢪ |
LEGAL ADVISERS | 法律顧問 |
As to Hong Kong law | 有關香港法律 |
Loeb & Loeb LLP | ᆀ௹ܛࢪԫਕהϞࠢجܛபΥྫ |
As to Cayman Islands law | 有關開曼群島法律 |
Harney Westwood & Riegels | ፅɢܛࢪԫਕה |
PRINCIPAL BANKERS | 主要往來銀行 |
Bank of Communications Co., Ltd., Hong Kong Branch | ʹஷვБٰ΅Ϟࠢʮ̡࠰ಥʱБ |
Bank of Communications (Hong Kong) Limited | ʹஷვБ€࠰ಥϞࠢʮ̡ |
HSBC UK Bank Plc | ߵ䁩ᔮვБ |
STOCK CODE | 股份代號 |
The Stock Exchange of Hong Kong Limited: 2309 | ࠰ಥᑌΥʹהϞࠢʮ̡u2309 |
COMPANY WEBSITE | 公司網站 |
www.bshl.com.hk | www.bshl.com.hk |
ABBREVIATIONS
簡稱
In this interim report, the following abbreviations have the following meanings unless otherwise specified: ͉ʕಂజѓʫdৰ˖່̤Ϟהܸ̮dɨΐᔊ၈ՈϞ˸ɨ່:
"BCFC" or "Club" | Birmingham City Football Club PLC, the principal subsidiary of the Group |
˜BCFC™א˜ ଢ ึ ™ | Birmingham City Football Club PLCd͉ණྠʘ˴ࠅڝ᙮ʮ̡ |
"Board" | the Board of Directors of the Company |
˜ԫึ™ | ͉ʮ̡ʘԫึ |
"Cambodia" | the Kingdom of Cambodia |
˜ݕࡼ™ | ݕࡼˮ |
"Company" | Birmingham Sports Holdings Limited |
˜͉ʮ̡™ | ЬጫԃછٰϞࠢʮ̡ |
"Director(s)" | the director(s) of the Company |
˜ԫ™ | ͉ʮ̡ʘԫ |
"Group" | the Company and its subsidiaries |
˜͉ණྠ™ | ͉ʮ̡ʿՉڝ᙮ʮ̡ |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
˜࠰ಥ™ | ʕ࠰ಥतйБ݁ਜ |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock Exchange |
˜ɪ̹ۆ™ | ᑌʹהᗇՎɪ̹ۆ |
"PRC" or "China" | the People's Republic of China |
˜ʕ™ | ʕശɛ͏ձ |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) |
˜ᗇՎʿಂૢԷ™ | ࠰ಥجԷୋ571 ᗇՎʿಂૢԷ' |
"Share(s)" | ordinary share(s) of HK$0.01 each in the share capital of the Company |
˜ٰ΅™ | ͉ʮٰ̡͉ʕӊٰࠦ࠽0.01ಥʩʘ౷ஷٰ |
"Shareholder(s)" | the holder(s) of the Shares |
˜ٰ؇™ | ٰ΅ʘܵϞɛ |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
˜ᑌʹה™ | ࠰ಥᑌΥʹהϞࠢʮ̡ |
"UK" | the United Kingdom of Great Britain and Northern Ireland |
˜ߵ™ | ɽʔΐᗵʿ̏ฌဧᚆᑌΥˮ |
MANAGEMENT DISCUSSION AND ANALYSIS
管理層討論及分析
PERFORMANCE AND RESULTS
For the six months ended 31 December 2020, the revenue of the Group was approximately HK$73.2 million (six months ended 31 December 2019: approximately HK$134.0 million), representing a decrease of approximately 45.4% as compared with that for the six months ended 31 December 2019.
表現及業績 ࿚Ї2020ϋ12˜31˚˟ʬࡈ˜d͉ණྠϗूߒ 73,200,000 ಥʩ€࿚Ї 2019ϋ12˜31˚ ˟ ʬ ࡈ ˜j ߒ134,000,000 ಥʩd༰࿚Ї 2019ϋ12˜31 ˚˟ ʬࡈ˜ಯˇߒ45.4%f
The Group recorded a profit attributable to owners of the Company of approximately HK$71.9 million for the six months ended 31 December 2020 compared to the loss of approximately HK$64.8 million for the corresponding period last year. The turnaround from loss to profit was mainly attributable to the profit on transfer activities of players earned during the six months ended 31 December 2020 amounting to approximately HK$264.4 million, which was approximately HK$148.2 million more than that earned in the six months ended 31 December 2019.
࿚Ї2020ϋ12˜31˚˟ʬࡈ˜d͉ණྠ͉ʮ̡ ኹϞɛᏐЦ๐лߒ71,900,000ಥʩdϾ̘ϋΝಂۆ ᑦฦߒ64,800,000ಥʩfᔷᑦމޮ˴ࠅ͟࿚ Ї2020ϋ12˜31˚˟ʬࡈ˜ଢࡰᔷึݺਗהᒃ՟ʘ ๐лߒ 264,400,000 ಥʩd༰࿚Ї 2019ϋ12˜31˚ ˟ʬࡈ˜הᒃ՟ʘ๐лᄣ̋ߒ148,200,000ಥʩf
Basic earnings per share for the six months ended 31 December 2020 was approximately HK0.41 cent, as compared with basic loss per share of approximately HK0.37 cent for the corresponding period last year.
࿚Ї2020ϋ12˜31˚˟ʬࡈ˜dӊٰਿ͉ޮлߒމ 0.41ಥ̀dϾ̘ϋΝಂۆӊٰਿ͉ᑦฦߒ0.37 ಥ̀f
BUSINESS REVIEW AND PROSPECT
The Group is principally engaged in three reportable business segments: (i) operation of a professional football club in the UK, (ii) investment in properties, and (iii) provision of lottery system and online payment system service solutions ("System Service Solutions"). During the six months ended 31 December 2020, the Group encountered a very challenging business environment. The novel coronavirus (COVID-19) pandemic outbreak (the "Outbreak") brought massive global economic slowdown, which caused a different degree of impact across the Group's business.
業務回顧及前景 ͉ණྠ˴ࠅԫɧධ̙яజุਕʱj(i)ߵ ᐄᔖุԑଢଢึi(ii)يุҳ༟iʿ(iii)Զୃӻ୕ ʿίᇞ˹ಛӻ୕ਕ༆Ӕ˙ࣩ€˜ӻ୕ਕ༆Ӕ˙ ࣩ™f ࿚ Ї2020ϋ12˜31 ˚˟ʬࡈ˜ಂගd͉ ණྠהஈʘᐄਠᐑྤڢ੬ᑙѢfᖑ೯อۨڿًषݭ (COVID-19)ޥઋ€˜ޥઋ™ኬߧΌଢ׳ᇠdᅼ ޟɽd࿁͉ණྠุਕிϓʔΝܓʘᅂᚤf
管理層討論及分析€ᚃ
BUSINESS REVIEW AND PROSPECT (Continued) (i)
Football club | (i) | ԑଢଢึ |
The Group operates Birmingham City Football Club | ͉ණྠᐄ༶ЗߵٙЬጫ۬ԑଢଢึf | |
in the UK. Revenue streams of BCFC comprised | BCFCʘϗɝԸ๕ܼ̍(i)ᒄ֙ʿˢᒄ˚ژୃʘ | |
(i) match day receipts which consisted of season | ଢ ᒄ ˚ ϗ ɝi(ii)ᄿᅧϗɝdܼ̍ԸІߵࣸᚆԑ | |
and match day tickets, (ii) broadcasting income, | ଢᑌᒄ€˜ߵࣸᚆԑଢᑌᒄ™ʿ؎ᒄᄿᅧϗɝʘ | |
including distributions of broadcasting revenue | ʱݼeԸІߵࣸᚆ൴ॴԑଢᑌᒄʘᎵ˹ಛʿ | |
from the English Football League (the "EFL"), cup | ԸІదʘϗɝiʿ(iii)ਠุϗɝdܼ̍ᗎпϗ | |
competitions, solidarity payment from the Premier | ɝeʮ̡ಛܙeਠۜቖਯeึᙄʿݺਗd˸ʿ | |
League and revenue from the media, and (iii) | Չ˼ᕏධϗɝf | |
commercial income which comprised sponsorship | ||
income, corporate hospitality, merchandising, | ||
conferences and events and other sundry income. | ||
Following a finish at the 20th position in the EFL | ᘱ˸ୋ20Зҁϓߵࣸᚆڿࠏԑଢᑌᒄ2019/20 | |
Championship Division for the season 2019/20, the | ᒄ֙ܝdଢึᘱᚃ2020/21ᒄ֙ίᘩنዧड | |
Club continued to play in the highly competitive | ٙڿࠏᑌᒄଡ଼йਞᒄfவʊ݊ଢึୋ10ࡈᒄ֙ | |
Championship Division in the season 2020/21. It | ڿࠏᑌᒄਞᒄf͉జѓ˚ಂdଢึ͉ᒄ | |
is the 10th season in which the Club is playing in | ֙ٙߵࣸᚆڿࠏԑଢᑌᒄરΤୋ21Зf | |
the Championship Division. As at the date of this | ||
report, the Club stood at the 21st position in the EFL | ||
Championship Division for the current season. | ||
Since the Outbreak, the UK government | Іޥઋᖑ೯ܝdߵִ݁ʊྼ݄ʮሊ͛ણ݄ | |
implemented public health measures and taken | ʿεධᘌᄒБਗd˸ᇠձޥઋᓒfІ2020ϋ | |
various drastic actions in order to slowdown the | 6˜ৎЇ͉జѓ˚ಂdהϞԑଢᒄԫѩௐژ | |
spread of the Outbreak. Since June 2020 and up | ЪᒄfBCFCʘቖਯุᐶ€ˈՉ݊ଢᒄ˚ϗɝʿ | |
to the date of this report, all football matches are | ਠุϗɝΪϾႆաʔлᅂᚤf | |
required to carry out behind closed doors. The | ||
sales performance of BCFC, match day receipts | ||
and commercial income in particular, was adversely | ||
affected as a consequence. | ||
The Birmingham City Football Academy has | Ьጫ۬ԑଢኪ৫ᘱᚃၚߵଢࡰڌତࠇྌʕ | |
continued to operate at Category 2 status under the | ၪܵୋɚଡ଼йᐄ༶dεΤ͟ኪ৫ʘଢࡰᘱ | |
Elite Player Performance Plan. A number of academy | ᚃϓމɓᇞଢඟඟࡰf | |
trained players continued to participate in the first | ||
team squad. |
業務回顧及前景€ᚃ
管理層討論及分析€ᚃ
BUSINESS REVIEW AND PROSPECT (Continued)
(ii) Investment in properties
The Group holds certain residential apartments and commercial properties in Phnom Penh, Cambodia. All the properties are leased out to secure a stable stream of income for the Group. During the six months ended 31 December 2020, the Group recorded rental income of approximately HK$14.1 million from the investment properties.
業務回顧及前景€ᚃ
(ii) يุҳ༟ ͉ණྠݕࡼږᗙܵϞ߰ʍИσʮభʿਠุ يุfהϞيุѩʊॡ̈dމ͉ණྠ੭Ըᖢ֛ ϗɝԸ๕f࿚Ї 2020ϋ12˜31 ˚˟ʬࡈ˜ ಂගd͉ණྠԸІҳ༟يุʘॡږϗɝߒ 14,100,000ಥʩf
The Outbreak and the global lockdown continued
to affect many nations including Cambodia, and its
real estate market has been slowed down. During
the six months ended 31 December 2020, the Group
recorded a loss arising on changes in fair value on
its investment properties of approximately HK$15.8
million.
As at 31 December 2020, the Group's investment properties were stated at fair value and amounted to approximately HK$514.8 million (30 June 2020: approximately HK$530.6 million) representing approximately 42.7% (30 June 2020: approximately 50.0%) of the Group's total assets.
ޥઋʿ܆ᗫܵᚃ࿁ε€ܼ̍ݕࡼி ϓᅂᚤdϾݕࡼʘגήପ̹ఙϞה׳ᇠf ࿚Ї 2020ϋ12˜31 ˚˟ʬࡈ˜ಂගd͉ණ ྠҳ༟يุʮ̻࠽ᜊਗהପ͛ʘᑦฦߒ 15,800,000ಥʩf
2020ϋ12˜31 ˚d͉ණྠʘҳ༟يุ˸ʮ ̻࠽ΐͪʿږᕘߒ514,800,000ಥʩ€2020ϋ6 ˜30˚jߒ530,600,000ಥʩdЦ͉ණྠ༟ପ ᐼᕘߒ42.7%€2020ϋ6˜30˚jߒ50.0%f
(iii) Provision of System Service Solutions
The Group operates a system service solutions business, primarily in providing system and management support to lottery and third-party payment industry players. During the six months ended 31 December 2020, the Group recorded service income of approximately HK$1.7 million from the System Service Solutions business. The slowdown of business activities around the world caused by the Outbreak adversely affect the growth of the business segment. During the six months ended 31 December 2020, the Group incurred an impairment loss on goodwill arising on acquisition of the system service solutions business amounted to approximately HK$5.5 million. The loss was offset by the fair value gain on derivative financial instruments amounted to approximately HK$13.7 million which represented the profit guarantee given by the vendor to the Group for the three years from 1 July 2019 to 30 June 2022 in relation to the acquisition of business.
(iii) Զӻ୕ਕ༆Ӕ˙ࣩ ͉ණྠᐄ༶ӻ୕ਕ༆Ӕ˙ุࣩਕd˴ࠅΣ ԫୃʿୋɧ˙˕˹Бุʘ܄˒Զӻ୕ʿ၍ ଣ˕౪f࿚Ї 2020ϋ12˜31 ˚˟ʬࡈ˜ಂ ගd͉ණྠԸІӻ୕ਕ༆Ӕ˙ุࣩਕʘ ਕϗɝߒ1,700,000 ಥʩfޥઋኬߧΌଢุ ਕݺਗ׳ᇠd࿁༈ุਕʱʘᄣڗிϓʔлᅂ ᚤf࿚Ї 2020ϋ12˜31 ˚˟ʬࡈ˜ಂගd ͉ණྠΪϗᒅӻ୕ਕ༆Ӕ˙ุࣩਕϾପ͛ਠ ᚑಯ࠽ᑦฦߒ5,500,000 ಥʩfϞᗫᑦฦ͟ࠃ ͛ږፄʈՈʘʮ̻࠽ϗूߒ13,700,000ಥʩה תቖfϞᗫϗूމር˙ఱϗᒅุਕΣ͉ණྠЪ ̈2019ϋ7˜1˚Ї2022ϋ6˜30˚ɧϋʘ๐ лڭᗇf
管理層討論及分析€ᚃ
BUSINESS REVIEW AND PROSPECT (Continued)
Acquisition of medical service business
In July 2020, the Group acquired a medical services business in Japan. The medical services business principally involves in medical consultation and healthcare and wellness referral related series in Japan. Customers are mainly from oversea countries seeking medical services such as health checks, medical diagnosis and treatments in Japan. Details of which are set out in the announcement of the Company dated 31 July 2020. During the six months ended 31 December 2020, the business has yet to achieve material contribution to the Group's overall operation.
業務回顧及前景€ᚃ 收購醫療服務業務 2020ϋ7 ˜d͉ණྠϗᒅ˚͉ʘᔼᐕਕุ ਕfᔼᐕਕุਕ˴ࠅܼ̍˚͉Զᔼᐕፔ༔˸ ʿڭʿੰᔷʧᗫਕf܄˒˴ࠅԸІऎ̮ d˚͉రӋੰᏨݟeᔼᐕൢᓙʿطᐕഃᔼᐕ ਕfᗫ༉ઋ༱͉ʮ̡˚ಂމ2020ϋ7˜31˚ ʘʮѓʫf࿚Ї2020ϋ12˜31˚˟ʬࡈ˜ಂගd ༈ุਕ֠͊މ͉ණྠʘᐄ༶੭Ըࠠɽϗूf
Disposal of interests in subsidiaries
On 9 October 2020, the Company and Oriental Rainbow Investments Limited ("Oriental Rainbow") entered into a sale and purchase agreement in relation to the disposal of 21.64% of the total issued capital of Birmingham City PLC ("BCP"), 25% of the total issued capital of Birmingham City Stadium Ltd ("BCSL") and the assignment of 21.64% of the loan outstanding and owing by BCP to the Company to Oriental Rainbow as at completion (the "Disposal"). Oriental Rainbow is beneficially wholly-owned by Mr. Vong Pech, a substantial Shareholder and hence a connected person of the Company, and the transactions contemplated under the sale and purchase agreement constitute connected transactions of the Company under the Listing Rules. The sale and purchase agreement was approved by the independent Shareholders on 8 December 2020 and the Disposal was completed on 31 December 2020. Details of the Disposal are set out in the circular of the Company dated 17 November 2020 and announcements of the Company dated 9 October 2020 and 31 December 2020.
出售附屬公司之權益 2020ϋ10˜9 ˚d͉ʮ̡ၾ؇ᎎҳ༟Ϟࠢʮ̡ €˜؇ᎎ™ࠈͭ൯ርᙄdʫ࢙Ϟᗫ̈ਯBirmingham City PLC€˜ BCP ™ʊ೯Бٰ͉ᐼᅰʘ 21.64%e Birmingham City Stadium Ltd€˜BCSL ™ʊ೯Бٰ ͉ᐼᅰʘ25%˸ʿҁϓࣛᔷᜫBCP͊Ꮅᒔʿഐ˞ ͉ʮ̡ʘ൲ಛʘ21.64%ʚ؇ᎎ€˜̈ਯԫධ™f؇ᎎ ͟˴ࠅٰ؇Vong Pech͛Ό༟ྼूኹϞdΪϤމ ͉ʮ̡ʘᗫஹɛɻd࣬ኽɪ̹ۆd൯ርᙄධɨ ᏝආБʘʹϓ͉ʮ̡ʘᗫஹʹf൯ርᙄʊ 2020ϋ12˜8˚ᐏዹٰͭ؇ҭࡘdϾ̈ਯԫධʊ 2020ϋ12˜31˚ҁϓf̈ਯԫධʘ༉ઋ༱͉ʮ ̡˚ಂމ2020ϋ11˜17˚ʘஷՌ˸ʿ͉ʮ̡˚ಂʱ йމ2020ϋ10˜9˚ʿ2020ϋ12˜31˚ʘʮѓʫf
Upon completion, the Group's equity interest in BCP decreased from 96.64% to 75% and the Group's equity interest in BCSL decreased from 100% to 75% and non-controlling interests in BCP and BCSL increased correspondingly. BCP and BCSL remain as non-wholly owned subsidiaries of the Company and their financial results and financial positions continue to be consolidated in the consolidated financial statements of the Group.
ҁϓܝd͉ණྠ BCP ʘٰᛆ͟ 96.64% ಯˇ Ї75% dϾ͉ණྠ BCSL ʘٰᛆ͟ 100% ಯˇЇ 75% dϾ BCPʿBCSL ʘڢછٰᛆूᏐᄣ̋f BCPʿBCSLʥ͉݊ʮ̡ʘڢΌ༟ڝ᙮ʮ̡dϾ־ഃ ʘৌਕุᐶʿৌਕًرᘱᚃ͉ණྠʘၝΥৌਕజ ڌၝΥஈଣf
管理層討論及分析€ᚃ
BUSINESS REVIEW AND PROSPECT (Continued)
Outlook
With the continuation of the Outbreak, the global business environment remains uncertain and challenging. To prevent the spread of the Outbreak, many countries continue to implement lockdown measures to control social activities, which will inevitably continue to depress business sentiments and investment confidence.
業務回顧及前景€ᚃ 展望 ɨޥઋ౨ʘʔ̘dΌଢᐄᐑྤʥεᜊϾᑙѢf މҵՓޥઋᓒdεࡈᘱᚃમ՟܆۬ણ݄˸၍ ՓٟʹݺਗdϤഃણ݄ැ̀ᘱᚃ͂Ꮨᐄਠं؟ʿҳ ༟٫ڦːf
In view of all these, the pace of recovery of global economy is highly unclear, which would make the Group's businesses rather challenging, and would also have impacts on the Group's overall performance. Based on the information currently available on the recent development of the Outbreak in the major regions where the Group has operation, the Directors considered it is difficult to predict the evolution and duration of the Outbreak and that at the date of this report, the extent of its impact to the Group's operations cannot be reliably quantified or estimated. Looking forward, the management will continue to closely monitor the situation and will take all necessary and appropriate measures to reduce the impact of the Outbreak to the Group. The management will continue to stay cautious to economic changes and fine tune the Group's development and operation strategy. At the same time, the management will continue seizing business opportunities in a prudent but proactive manner aiming to create value for the Shareholders.
ᛠɪࠑהϞΪ९dΌଢూӉͽʔdਗ਼މ ͉ණྠุਕ੭ԸᑙམܿdΝࣛ࿁͉ණྠʘุ ᐶிϓᅂᚤf࣬ኽ͉ණྠͦۃఱՉ˴ࠅᐄ༶ήਜ௰ อޥઋ೯࢝ʘ̙༟ࣘdԫႩމdᗭ˸ཫޥઋ ʘစᜊʿՉܵᚃࣛගdϾ͉జѓ˚ಂd͵ೌج̙ ቦඎʷאПࠇ࿁͉ණྠุਕʘᅂᚤܓf࢝ૐ͊ Ըd၍ଣᄴਗ਼ᘱᚃʲ္࿀ᗫઋرdԨમ՟ɓʲ ̀ࠅ˲ቇʘણ݄˸ಯˇޥઋ࿁͉ණྠʘᅂᚤf၍ ଣᄴਗ਼ڭܵᔫฐ࿒ܓࠦ࿁ᜊਗdԨቇࣛሜ͉ ණྠʘ೯࢝ʿᐄ༶ഄଫfΝࣛd၍ଣᄴਗ਼ᘱᚃ˸ᄲ ฐጐٙ࿒ܓҪਠዚdɢӋމٰ؇௴ிᄆ࠽f
管理層討論及分析€ᚃ
FINANCIAL REVIEW
Revenue
The revenue of the Group for the six months ended 31 December 2020 was approximately HK$73.2 million (six months ended 31 December 2019: approximately HK$134.0 million), representing a decrease of approximately 45.4% over the same period last year.
財務回顧 收益
࿚Ї 2020ϋ12˜31 ˚˟ʬࡈ˜d͉ණྠʘϗूߒ 73,200,000 ಥʩ€࿚Ї 2019ϋ12˜31˚ ˟ ʬ ࡈ ˜j ߒ134,000,000 ಥʩd༰̘ϋΝಂಯˇߒ 45.4%f
The revenue from the Club for the six months ended 31 December 2020 was approximately HK$57.4 million (six months ended 31 December 2019: approximately HK$121.5 million), representing a decrease of approximately 52.8% compared with the corresponding period in 2019. The decrease was due to a significant reduction in match day receipts and commercial income as a result of the Outbreak and the lockdown in the UK.
࿚Ї 2020ϋ12˜31 ˚˟ʬࡈ˜dԸІଢึʘϗू ߒ57,400,000 ಥʩ€࿚Ї 2019ϋ12˜31 ˚˟ʬࡈ ˜jߒ121,500,000ಥ ʩd༰2019 ϋΝಂಯˇߒ 52.8%dɗ͟ߵޥઋʿ܆ᗫኬߧଢᒄ˚ϗɝʿ ਠุϗɝɽషಯˇהߧf
The revenue derived from the investment properties for the six months ended 31 December 2020 was approximately HK$14.1 million (six months ended 31 December 2019: approximately HK$10.7 million), all of which was the rental income from the premises of the Group.
࿚Ї2020ϋ12˜31˚˟ʬࡈ˜dԸІҳ༟يุʘϗ ूߒ14,100,000 ಥʩ€࿚Ї 2019ϋ12˜31˚˟ʬࡈ ˜jߒ10,700,000ಥʩdΌԸІ͉ණྠيุʘॡ ږϗɝf
The revenue derived from the System Service Solutions business for the six months ended 31 December 2020 was approximately HK$1.7 million (six months ended 31 December 2019: approximately HK$1.8 million).
࿚Ї2020ϋ12˜31˚˟ʬࡈ˜dӻ୕ਕ༆Ӕ˙ࣩ ุਕʘϗूߒ 1,700,000 ಥʩ€࿚Ї 2019ϋ12˜31 ˚˟ʬࡈ˜jߒ1,800,000ಥ ʩf
管理層討論及分析€ᚃ
FINANCIAL REVIEW (Continued)
Operating Expenses
Operating expenses incurred during the six months ended 31 December 2020 were approximately HK$190.4 million (six months ended 31 December 2019: approximately HK$239.3 million), representing a decrease of approximately 20.4% over the same period last year.
財務回顧€ᚃ 經營開支 ࿚Ї2020ϋ12˜31˚˟ʬࡈ˜ಂගdପ͛ʘᐄ ක˕ߒ 190,400,000 ಥʩ€࿚Ї 2019ϋ12˜31 ˚˟ ʬࡈ˜jߒ239,300,000 ಥʩd༰̘ϋΝಂಯˇߒ 20.4%f
The decrease in operating expenses was mainly attributable to lower operating expenses of the Club. Due to the Outbreak and the lockdown in the UK, business activities were much reduced during the six months ended 31 December 2020. The overall decrease in operating expenses was partially offset by the additional operating expenses of the System Service Solutions business segment consolidated by the Group as the business was acquired in September 2019.
ᐄක˕ಯˇ˴ࠅ͟ଢึʘᐄක˕ಯˇהߧf ࿚Ї2020ϋ12˜31˚˟ʬࡈ˜ಂගdุਕݺਗΪ ߵޥઋʿ܆ᗫϾɽషಯˇf͉͟ණྠ2019ϋ 9˜ ϗ ᒅ ӻ ୕ ਕ ༆ Ӕ ˙ ࣩ ุ ਕdԻ ɝ ༈ ʱ ʘ ᕘ ̮ᐄක˕תቖᐄක˕ʘʱಯషf
Other Income
Other income during the six months ended 31 December 2020 was approximately HK$11.1 million which was approximately 199.3% higher than that during the period ended 31 December 2019. The increase mainly represented the government subsidies received by the Group's various operating units.
其他收入 ࿚Ї2020ϋ12˜31˚˟ʬࡈ˜ಂගdՉ˼ϗɝߒ 11,100,000ಥʩd༰࿚Ї2019ϋ12˜31˚˟ಂගᄣ ̋ߒ199.3%d˴ࠅމ͉ණྠᐄఊЗהϗ՟ʘ݁ ִпf
Profit on Sales of Players' Registration
Profit on sales of players' registration for the six months ended 31 December 2020 was approximately HK$264.4 million (six months ended 31 December 2019: approximately HK$116.2 million). The increase was mainly because higher revenue from sales of players were generated during the six months ended 31 December 2020.
出售球員註冊之溢利 ࿚Ї2020ϋ12˜31˚˟ʬࡈ˜d̈ਯଢࡰൗ̅ʘ๐ лߒ 264,400,000 ಥʩ€࿚Ї 2019ϋ12˜31 ˚˟ʬ ࡈ˜jߒ116,200,000 ಥʩdᄣ̋˴ࠅ݊͟ ࿚Ї2020ϋ12˜31˚˟ʬࡈ˜ಂග̈ਯଢࡰʘϗू ᄣ̋הߧf
管理層討論及分析€ᚃ
FINANCIAL REVIEW (Continued)
Administrative and Other Expenses
Administrative and other expenses for the six months ended 31 December 2020, which included mainly depreciation charges, professional fees, staff costs and office overheads, decreased by approximately 3.1% to approximately HK$27.7 million as compared to that of the corresponding period in 2019. The management will continue to adopt stringent measures on control and management so as to maintain the administrative and other expenses at a reasonable level.
財務回顧€ᚃ 行政及其他開支 ࿚Ї2020ϋ12˜31˚˟ʬࡈ˜ʘБ݁ʿՉ˼ක˕༰ 2019ϋΝಂಯˇߒ3.1%Їߒ27,700,000ಥʩdʕ ˴ࠅܼ̍ұᔚ˕̈eਖ਼ุ൬͜eࡰʈϓ͉ʿ፬ʮ܃ ක˕f၍ଣᄴਗ਼ᘱᚃમ՟ᘌᔫٙછՓʿ၍ଣણ݄d ˸ਗ਼Б݁ʿՉ˼ක˕ၪܵΥଣ˥̻f
Finance Costs
During the six months ended 31 December 2020, the Group incurred finance costs of approximately HK$18.4 million, representing an increase of approximately 34.7% as compared to the corresponding period in 2019. The increase in finance costs was mainly attributable to an increase in the average balance of borrowings during the six months ended 31 December 2020.
融資成本 ࿚Ї2020ϋ12˜31˚˟ʬࡈ˜ಂගd͉ණྠପ͛ ፄ༟ϓ͉ߒ18,400,000ಥʩd༰2019ϋΝಂᄣ̋ߒ 34.7%d˴ࠅ͟࿚Ї2020ϋ12˜31˚˟ʬࡈ˜ಂ ගʘ൲ಛ̻ѩഐቱᄣ̋הߧf
Impairment of Goodwill
In accordance with the relevant requirement under "Hong Kong Accounting Standard 36 - Impairment of Assets", the Group performed impairment assessment on the goodwill arising from the acquisition of a subsidiary with the assistance of an external valuer on a regular basis. After conducting the impairment assessment, the Group recognised an impairment loss of goodwill of approximately HK$5.5 million for the six months ended 31 December 2020.
商譽減值 ࣬ኽ˜࠰ಥึࠇۆୋ 36 Ñ༟ପಯ࠽™ʘϞᗫ ֛d͉ණྠί̮П࠽ࢪ֛ಂпɨఱϗᒅڝ᙮ʮ ̡הପ͛ʘਠᚑආБಯ࠽൙ПfආБಯ࠽൙П ܝd͉ණྠ࿚Ї2020ϋ12˜31˚˟ʬࡈ˜ᆽႩਠ ᚑಯ࠽ᑦฦߒ5,500,000ಥʩf
Fair Value Gain on Derivative Financial Instruments Derivative financial instruments represent the fair value of the profit guarantee in respect of the acquisition of Wangmei Online (Beijing) Information & Technology Co., Ltd. (literal translation of ၣૠί㝬 ( ̏ԯ ) ڦࢹҦ ஔϞࠢʮ̡ ) ("Wangmei Online"). The fair value gain on the derivative financial instruments was approximately HK$13.7 million as at 31 December 2020, which was based on valuation performed by an independent firm of professional valuer which represents the difference between the guaranteed profit and the projected return during the guarantee period.
衍生金融工具之公平值收益 ࠃ͛ږፄʈՈܸ݊ϗᒅၣૠί㝬€̏ԯڦࢹҦஔ Ϟࠢʮ̡€˜ၣૠί㝬™ʘ๐лڭᗇʘʮ̻࠽f 2020ϋ12˜31˚dࠃ͛ږፄʈՈʘʮ̻࠽ϗूߒމ 13,700,000ಥʩdɗਿዹͭਖ਼ุП࠽ࢪԫਕהආ БʘП࠽̈dуڭᗇಂʫڭᗇ๐лၾཫಂΫజʘ ࢨᕘf
管理層討論及分析€ᚃ
FINANCIAL REVIEW (Continued)
Amount Due to a Related Party
Upon completion of the Disposal, 21.64% of the loan outstanding and owing by BCP to the Company was assigned to Oriental Rainbow. The loan, which is interest-free and repayable on demand provided that BCP and/ or BCFC are financially viable to make such repayment and such repayment will not cause BCP and/or BCFC to become insolvent, was accounted for as an amount due to a related party. As at 31 December 2020, the outstanding balance was approximately HK$222.6 million.
財務回顧€ᚃ 應付關聯方款項 ̈ਯԫධҁϓܝdBCP͊Ꮅᒔʿഐ˞͉ʮ̡ʘ൲ ಛʘ21.64%ʊᔷᜫʚ؇ᎎfϞᗫ൲ಛމеࢹʿܲࠅ ӋࣛᎵᒔdઓ BCPʿŊאBCFCৌਕɪϞঐɢ ᎵᒔϞᗫ൲ಛdϾᎵᒔ൲ಛਗ਼ʔึኬߧBCPʿŊא BCFC༟ʔתවdϞᗫ൲ಛʊΐЪᏐ˹ᗫᑌ˙ಛධf 2020ϋ12˜31 ˚d͊Ꮅᒔഐቱߒމ 222,600,000 ಥʩf
Contingent Liabilities
Save as disclosed in note 23 to the condensed consolidated interim financial statements of this report, the Group did not have any material contingent liabilities as at 31 December 2020.
或然負債 ৰ͉జѓʘᔊၝΥʕಂৌਕజڌʘڝൗ23המᚣ ٫̮d2020ϋ12˜31˚d͉ණྠԨೌОࠠɽא ್ࠋවf
Capital Expenditure and Commitments
During the six months ended 31 December 2020, the Group incurred capital expenditure of approximately HK$2.5 million, the majority of which were for the purchase of property, plant and equipment.
資本支出及承擔 ࿚Ї2020ϋ12˜31˚˟ʬࡈ˜ಂගd͉ණྠପ͛ ༟͉˕̈ߒ2,500,000ಥʩdɽ΅͜ᒅ൯يุe ᅀגձண௪f
As at 31 December 2020, the Group had no significant capital commitment (30 June 2020: nil).
2020 ϋ 12 ˜ 31 ˚d͉ණྠԨೌࠠɽ༟͉וዄ €2020ϋ6˜30˚jೌf
LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE
Financial Ratios
As at 31 December 2020, the Group's current ratio (calculated as current assets divided by current liabilities) was approximately 28.9% (30 June 2020: approximately 16.3%) and the gearing ratio (calculated as total borrowings divided by equity attributable to owners of the Company plus total borrowings) was approximately 45.1% (30 June 2020: approximately 59.9%). The ratio of total liabilities to total assets of the Group was 75.0% (30 June 2020: approximately 71.7%).
流動資金、財務資源及資本架構
財務比率 2020ϋ12˜31 ˚d͉ණྠʘݴਗˢଟ€ܲݴਗ ༟ପৰ˸ݴਗࠋවࠇၑߒމ 28.9%€2020ϋ6˜30 ˚jߒ16.3% d༟͉ࠋවˢଟ€ܲ൲ಛᐼᕘৰ˸͉ ʮ̡ኹϞɛᏐЦᛆूʿ൲ಛᐼᕘࠇၑߒމ45.1% € 2020ϋ6˜30˚jߒ59.9% f͉ණྠʘࠋවᐼᕘ ࿁༟ପᐼᕘʘˢଟމ 75.0%€ 2020ϋ6˜30˚jߒ 71.7%f
管理層討論及分析€ᚃ
LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE (Continued)
Financial Resources
The Group generally finances its operations with internally generated cash flows, loans from substantial shareholders and from independent third parties, bank borrowings and through the capital market available to listed companies in Hong Kong. As at 31 December 2020, the Group's bank balances and cash were approximately HK$46.1 million (30 June 2020: approximately HK$38.8 million), which were principally denominated in Hong Kong dollars, US dollars, Pound Sterling, Renminbi and Japanese Yen. As at 31 December 2020, the Group had total borrowings of approximately HK$415.4 million (30 June 2020: approximately HK$487.4 million), with approximately HK$354.5 million repayable within one year, approximately HK$51.6 million repayable after one year and within two years, approximately HK$8.3 million repayable after two years and within five years and approximately HK$1.0 million repayable after five years. About 49.5%, 45.6%, 4.6% and 0.3% of the Group's borrowings were denominated in Hong Kong dollars, Pound Sterling, Renminbi and Japanese Yen, respectively. All borrowings were at fixed interest rates.
流動資金、財務資源及資本架構€ᚃ
財務資源
͉ණྠɓছீཀʫପ͛ٙତږݴeΣ˴ࠅٰ؇ʿ ዹͭୋɧ˙൲ಛeვБ൲ಛʿ࠰ಥɪ̹ʮ̡̙ਞၾ ʘ༟͉̹ఙމՉᐄ༶Զ༟ږf 2020ϋ12˜31 ˚d͉ණྠʘვБഐቱʿତږߒމ46,100,000ಥʩ € 2020ϋ6˜30˚jߒ38,800,000 ಥʩd˴ࠅ˸ಥ ʩeߕʩeߵᕀeɛ͏࿆ʿ˚ࠇ࠽f2020ϋ12 ˜31 ˚d͉ණྠʘ൲ಛᐼᕘߒމ 415,400,000 ಥʩ € 2020ϋ6˜30˚jߒ487,400,000 ಥʩdʕߒ 354,500,000 ಥʩɓϋʫᎵᒔeߒ 51,600,000 ಥʩɓϋܝШՇϋʫᎵᒔeߒ8,300,000ಥʩ ՇϋܝШʞϋʫᎵᒔʿߒ1,000,000ಥʩʞ ϋܝᎵᒔf͉ණྠʘ൲ಛߒ 49.5%e45.6%e4.6% ʿ0.3%ʱй˸ಥʩeߵᕀeɛ͏࿆ʿ˚ࠇ࠽fה Ϟ൲ಛѩܲո֛лଟࠇࢹf
The management endeavours to enhance the Group's financial strengths so as to pave the way for future business development. Cost control measures have already been in place to monitor the day-to-day operational and administrative expenses. The management closely reviews the Group's financial resources in a cautious manner and continues to explore opportunities in external financing and equity funding. The Company will take proactive actions to improve the liquidity and financial position of the Group by way of equity fund raising exercises. The Company will closely monitor the market situation and take prompt actions when such opportunities arise.
၍ଣᄴߧɢʺ͉ණྠʘৌ݁ྼɢމ͊Ըุਕ೯࢝ Ъλ௪f͉ණྠʊՓ֛ϓ͉છՓણ݄˸္છ˚੬ ᐄ༶ʿБ݁ක˕f၍ଣᄴʲᄲฐήᏨী͉ණྠʘ ৌਕ༟๕ʿᘱᚃකן̮ፄ༟ʿٰᛆፄ༟ʘዚ༾f ͉ʮ̡ਗ਼ጐீཀٰ͉ණ༟ݺਗ˸ҷഛ͉ණྠʘݴ ਗ༟ږʿৌਕًرf͉ʮ̡ਗ਼ʲ္࿀̹ఙҖැʿ ዚึ̈ତࣛʿࣛમ՟Бਗf
Foreign Exchange Exposure
The Group's exposure to foreign currency risk mainly relates to the Group's operation in the UK, the PRC and Japan and its investment in Cambodia, in which transactions, assets and liabilities are mostly denominated in Pound Sterling, US dollars, Renminbi and Japanese Yen. The Group does not use derivative financial instruments to hedge its foreign currency risks. The management will continue to monitor its foreign exchange exposure and take appropriate measures if needed.
外匯風險
͉ණྠʘ̮ිࠬᎈ˴ࠅᗫ͉ණྠߵeʕʿ ˚͉ʘᐄ༶d˸ʿՉݕࡼʘҳ༟dϞᗫʹe ༟ପʿࠋව˸ߵᕀeߕʩeɛ͏࿆ʿ˚މఊЗf ͉ණྠԨೌԴ͜ࠃ͛ږፄʈՈ࿁әՉ̮ිࠬᎈf၍ ଣᄴਗ਼ܵᚃ္࿀Չ̮ිࠬᎈԨϞცࠅࣛમ՟ቇ ણ݄f
管理層討論及分析€ᚃ
LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE (Continued)
Pledge of Assets
As at 31 December 2020, certain bank credit facilities made available to BCFC were secured by a fixed charge over a specific bank deposit account of BCFC held with the bank. The balance on this bank deposit account was GBP800,000 (equivalent to approximately HK$8,454,000) (30 June 2020: GBP800,000 which was equivalent to approximately HK$7,634,000). In addition, the Group's transfer fee receivables from other football clubs with a carrying amount of GBP18,000,000 (equivalent to approximately HK$190,215,000) as at 31 December 2020 were pledged to secure bank borrowing of the Group.
流動資金、財務資源及資本架構€ᚃ
資產質押 2020ϋ12˜31˚dBCFCʘ߰ʍვБબڦᕘܓɗ ˸BCFCვБٙत֛ვБπಛሪ˒ٙո֛ץাЪ މתץf༈ვБπಛሪ˒ቱᕘމ800,000ߵᕀ€ഃ ߒ 8,454,000ಥ ʩ€ 2020ϋ6˜30˚j800,000ߵ ᕀ€ഃߒ 7,634,000 ಥʩfϤ̮d͉ණྠვБ ൲ಛɗ˸͉ණྠ 2020ϋ12˜31 ˚ʘᏐϗՉ˼ԑ ଢଢึᔷึ൬ʘሪࠦ࠽18,000,000 ߵᕀ€ഃߒ 190,215,000 ಥʩЪމתץf
Save for the above, the Group had not charged other assets to secure its borrowings.
ৰ˸ɪהࠑ٫̮d͉ණྠԨೌሯץՉ˼༟ପ˸՟ Չ൲ಛf
Capital Structure
On 22 December 2020, for the purpose of raising additional funding for the business operations of the Group, strengthening the Group's financial position, and enlarging shareholders' base of the Company which may in turn establish and strengthen the existing and future business of the Group, enhance the liquidity of the Shares, and provide working capital to the Group, the Company completed the placing of 516,400,000 ordinary shares (the "Placing Share(s)") under the general mandate at the placing price of HK$0.135 per share (the "Placing") to not less than six placees who are either an individual, professional or an institutional investor procured by the placing agent. The market price of each Placing Share was HK$0.162 at the date of the placing agreement and the net price per Placing Share was approximately HK$0.133. For details of the Placing and the completion of which, please refer to the announcements of the Company dated 8 December 2020 and 22 December 2020, respectively.
資本架構 2020ϋ12˜22˚dމఱ͉ණྠʘุਕᐄ༶ᘪණᕘ ̮༟ږd̋੶͉ණྠʘৌਕًرʿѯɽ͉ʮ̡ʘٰ ؇ਿᓾdϾܔͭʿ̋੶͉ණྠʘତϞʿ͊Ըุٙ ਕeʺٰ΅ʘݴஷʿމ͉ණྠԶᐄ༶༟ږd ͉ʮ̡࣬ኽɓছબᛆҁϓৣਯ516,400,000ٰ౷ஷٰ ΅€˜ৣਯٰ΅™ʚʔˇʬΤוৣɛd־ഃމ͟ৣ ਯ˾ଣڮԴʘࡈɛeਖ਼ุאዚҳ༟٫dৣਯᄆމ ӊٰ0.135 ಥʩ€˜ৣਯԫධ™fৣਯᙄ˚ಂd ӊٰৣਯٰ΅ʘ̹ᄆމ0.162 ಥʩdӊٰৣਯٰ΅ ʘଋᄆࣸߒމ0.133 ಥʩfৣਯԫධʿҁϓৣਯԫ ධʘ༉ઋdሗਞቡ͉ʮ̡˚ಂʱйމ2020ϋ12˜8 ˚ʿ2020ϋ12˜22˚ʘʮѓf
As at 31 December 2020, the Company had an issued capital of 18,226,422,508 shares of HK$0.01 each in issue (30 June 2020: 17,710,022,508 shares).
2020ϋ12˜31˚d͉ʮ̡Ϟ18,226,422,508ٰӊ ٰࠦ࠽ 0.01 ಥʩʘʊ೯Бٰ͉€ 2020ϋ6˜30˚j 17,710,022,508ٰf
管理層討論及分析€ᚃ
LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE (Continued)
Use of proceeds
On 22 December 2020, the Company completed the Placing. The net proceeds from the Placing are approximately HK$68.5 million. Approximately HK$61.7 million, or 90.0% of the net proceeds, was planned for repayment of external debts and the remaining balance of approximately HK$6.8 million, or 10.0% of the net proceeds, was planned as general working capital of the Group. As at the date of this report, the proceeds from the Placing were fully utilised and were applied in accordance with the planned use as disclosed in the announcement of the Company dated 8 December 2020.
流動資金、財務資源及資本架構€ᚃ
所得款項用途 2020ϋ12˜22˚d͉ʮ̡ҁϓৣਯԫධfৣਯԫ ධהಛධଋᕘߒމ68,500,000ಥʩf͉ʮ̡Ꮭਗ਼ ߒ61,700,000ಥʩאהಛධଋᕘʘ90.0%͜ЪᎵ ᒔ̮වਕdϾ௵ɨഐቱߒ6,800,000ಥʩאהಛ ධଋᕘʘ10.0%ۆ͜Ъ͉ණྠɓছᐄ༶༟ږf͉ జѓ˚ಂdৣਯԫධהಛධʊᐏᅰਗ͜dϾ༶ ࣛ͜ʊ͉ܲʮ̡˚ಂމ2020ϋ12˜8˚ʘʮѓהמ ᚣʘࠇྌ͜f
On 31 December 2020, the Company completed the Disposal. The net proceeds from the Disposal were approximately HK$52.7 million, of which (i) approximately HK$31.7 million, or 60.0% of the net proceeds, was planned for repayment of external debts; (ii) approximately HK$10.5 million, or 20.0% of the net proceeds, was planned as general working capital of the Group; and (iii) approximately HK$10.5 million, or 20.0% of the net proceeds, was planned for future investment. Up to the date of this report, details of the use of the net proceeds from the Disposal are listed as below:
2020ϋ12˜31˚d͉ʮ̡ҁϓ̈ਯԫධf̈ਯԫ ධהಛධଋᕘߒމ52,700,000ಥʩd͉ʮ̡Ꮭਗ਼ ʕ (i)ߒ31,700,000 ಥʩאהಛධଋᕘʘ 60.0% ͜ЪᎵᒔ̮වਕi(ii)ߒ10,500,000ಥʩאהಛ ධଋᕘʘ20.0%͜Ъ͉ණྠɓছᐄ༶༟ږiʿ(iii)ߒ 10,500,000ಥʩאהಛධଋᕘʘ20.0%͜Ъ͊Ը ҳ༟f࿚Ї͉జѓ˚ಂd̈ਯԫධהಛධଋᕘʘ ͜༱ΐνɨj
管理層討論及分析€ᚃ
LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE (Continued)
Use of proceeds (Continued)
流動資金、財務資源及資本架構€ᚃ
所得款項用途€ᚃ
Expected timeline for | ||||
所得款項之 | Actual Usage | Unutilised | the intended use | |
擬定用途 | 實際用途 | 尚未動用 | 擬定用途之預期時間 | |
HK$'million | HK$'million | HK$'million | ||
ϵຬಥʩ | ϵຬಥʩ | ϵຬಥʩ | ||
Repayment of external debts | 31.7 | 31.7 | - | |
Ꮅᒔ̮වਕ | ||||
General working capital | 10.5 | 10.5 | - | |
ɓছᐄ༶༟ږ | ||||
Future investment | 10.5 | - | 10.5 | By 31 December 2021 |
͊Ըҳ༟ | 2021ϋ12˜31˚ۃ | |||
Total | ||||
ᐼࠇ | 52.7 | 42.2 | 10.5 |
Planned use of proceeds
HUMAN RESOURCES AND REMUNERATION POLICY
During the six months ended 31 December 2020, the Group employed on average approximately 320 full time employees and approximately 60 temporary staff members in Hong Kong, the PRC, the UK and Japan (30 June 2020: approximately 340 full time employees and approximately 470 temporary staff members). The Group recognises the importance of high calibre and competent staff and continues to provide remuneration packages to employees mainly based on industry practices and individual performance. In addition, the Group provides other employee benefits including medical insurance, training subsidy, discretionary bonus and participation in the Company's share option scheme.
人力資源及薪酬政策 ࿚Ї2020ϋ12˜31˚˟ʬࡈ˜ಂගd͉ණྠ࠰ ಥeʕeߵʿ˚͉̻ѩ྇͜ߒ 320ΤΌᔖ྇ࡰ ʿߒ60 Τᑗࣛ྇ࡰ€ 2020ϋ6˜30˚jߒ340ΤΌᔖ ྇ࡰʿߒ470Τᑗࣛ྇ࡰf͉ණྠə༆ᇖձՈ௪ ྼɢ྇ࡰʘࠠࠅdɗ˴ࠅਞϽБุ࿕Էʿࡈɛڌ ତΣ྇ࡰԶᑚཇܙ༾fϤ̮d͉ණྠԶՉ˼྇ ࡰ၅лdܼ̍ᔼᐕڭᎈeݵ൨eઋڀߎʿਞ ၾ͉ʮ̡ʘᒅٰᛆࠇྌf
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the six months ended 31 December 2020
Revenue
Operating expenses
收益 ᐄක˕
簡明綜合損益及其他全面收益表
࿚Ї2020ϋ12˜31˚˟ʬࡈ˜
Loss from operations
Interest revenue
Other income
Profit on sales of players' registration Amortisation of intangible assets Administrative and other expenses Impairment loss on goodwill
經營虧損 лࢹϗू Չ˼ϗɝ ̈ਯଢࡰൗ̅ʘ๐л ೌҖ༟ପᛅቖ Б݁ʿՉ˼ක˕ ਠᚑʘಯ࠽ᑦฦ
Fair value change on investment properties ҳ༟يุʘʮ̻࠽ᜊਗ
Fair value gain on derivative financial instruments
Share-based payments expense Finance costs
ࠃ͛ږፄʈՈʮ̻࠽ϗू ˸ٰ΅މਿᓾʘ˹ಛ˕̈ ፄ༟ϓ͉
Profit (loss) before taxation
Income tax credit
除稅前溢利（虧損） התе
Profit (loss) for the period
本期間溢利（虧損）
Other comprehensive income (expense) 其他全面收益（開支）
Item that may be reclassified subsequently Չܝ̙ঐࠠอʱᗳЇฦूʘ
to profit or loss:
Exchange differences arising on translation of financial statements of overseas subsidiaries
ධͦj ౬ၑऎ̮ڝ᙮ʮ̡ৌਕజڌ ପ͛ʘිгࢨᕘ
Total comprehensive income (expense) 本期間全面收益（開支）總額 for the period
Profit (loss) for the period attributable to:
Owners of the Company Non-controlling interests
應佔本期間溢利（虧損）：
͉ʮ̡ኹϞɛ ڢછٰᛆू
Total comprehensive income (expense) 應佔本期間全面收益（開支）
for the period attributable to:
Owners of the Company Non-controlling interests
總額： ͉ʮ̡ኹϞɛ ڢછٰᛆू
Earnings (loss) per share attributable to owners of the Company
本公司擁有人應佔每股盈利 （虧損）
Ñਿ ͉€ಥ ̀
Ñᛅ ᑛ€ಥ ̀
Six months ended 31 December 截至12月31日止六個月
Notes ڝൗ
11 11
7 8 9
4
6
0.40 (0.37)
2019 2019ϋ
HK$'000 ɷಥʩ
(Unaudited)
€͊ᄲࣨ
133,990
(190,398) (239,341)
(117,193) (105,351)
6,866 4,164
11,100 3,709
264,372 116,204
(34,916) (41,301)
(27,675) (28,575)
- - -
(1,247) (1,380)
(18,428) (13,677)
75,374 (66,207)
360
(65,847)
10,590
97,610 (55,257)
71,947 (64,837)
3,977 (1,010)
75,924 (65,847)
96,219 (54,705)
(552)
97,610 (55,257)
0.41 (0.37)
簡明綜合財務狀況表
2020ϋ12˜31˚
Non-current assets
Property, plant and equipment Right-of-use assets
Intangible assets Goodwill
Investment properties Derivative financial instruments Deposits, prepayments and other receivables
Total non-current assets
Current assets
Inventories
Trade receivables Deposits, prepayments and other receivables Contract assets
Bank balances and cashTotal current assets
Current liabilities
Transfer fee payables Trade payables
Amount due to a related party Accruals and other payables Deferred capital grants Contract liabilities Borrowings Lease liabilities
Total current liabilities
Net current liabilitiesTotal assets less current liabilities
2020 2020
As at 30 June
於2020年 2020ϋ
12月31日 6˜30˚
HK$'000 ɷಥʩ
(Audited)
€ᄲࣨ
184,729 171,065
24,523 24,219
179,711 164,435
1,386 6,522
514,878 530,634
20,248 5,483
52,838 47,146
978,313 949,504
359 856
9,879 5,347
169,973 66,864
140 140
46,090 38,804
226,441 112,011
36,995 28,496
14,040 16,420
- 143,620 544 6,671
354,493 482,621
8,211 7,093
784,742 685,465
(Continued)
Non-current liabilities
Accruals and other payables Deferred capital grants Borrowings
Lease liabilities Deferred tax liabilitiesTotal non-current liabilities
NET ASSETSCapital and reserves
Share capital ReservesEquity attributable to owners of the Company Non-controlling interests
TOTAL EQUITY
簡明綜合財務狀況表€ᚃ
2020ϋ12˜31˚
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 31 December 2020
At 1 July 2020 (audited) Issue of shares by placing Issuance expenses of placing shares
Recognition of equity-settled share-based payments expense Changes in ownership interests in subsidiaries without change of control
Total comprehensive income for the period
2020ϋ7˜1˚€ ᄲ ࣨ ˸ৣਯ˙ό೯Бٰ΅ ৣਯٰ΅ʘ೯Бක˕
ᆽႩ˸ٰᛆഐၑ˸ٰ΅މਿᓾ ʘ˹ಛ˕̈ ڝ᙮ʮ̡ٙהϞᛆᛆूᜊਗ ϾછՓᛆʔᜊ
͉ಂගΌࠦϗूᐼᕘ
At 31 December 2020 (unaduited) 2020ϋ12˜31 ˚€͊ᄲࣨ
簡明綜合權益變動表
࿚Ї2020ϋ12˜31˚˟ʬࡈ˜
Attributable to owners of the Company 本公司擁有人應佔
Share capital 股本
Share premium* 股份溢價*
Capital reserve* 資本儲備*
Translation reserve* 匯兌儲備*Share options reserve* 購股權儲備*Accumulated losses* 累計虧損*
Total 總計
Non-controlling interests 非控股權益
Total 總計
Notes ڝൗ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
19
19
20
22
182,264
1,627,053
6,510
(71,118)
8,406
(1,246,547)
506,568
(205,413)
301,155
At 1 July 2019 (audited) Recognition of equity-settled share-based payments expense
2019ϋ7˜1˚€ ᄲ ࣨ ᆽႩ˸ٰᛆഐၑ˸ٰ΅މਿᓾ ʘ˹ಛ˕̈
Total comprehensive expense for ͉ಂගΌࠦක˕ᐼᕘ the period
177,100
1,563,733
6,510
(82,919)
4,398 (1,071,881)
596,941
(21,432) 575,509
20
-
-
-
-
1,380
-
1,380
- 1,380
-
-
-
10,132
-
(64,837)
(54,705)
(552) (55,257)At 31 December 2019 (unaduited) 2019ϋ12˜31 ˚€͊ᄲࣨ
177,100
1,563,733
6,510
(72,787)
5,778
(1,136,718)
543,616
(21,984) 521,632
*These reserve accounts comprise the consolidated reserves in the condensed consolidated statement of financial position.
*
༈ഃᎷ௪ሪଡ଼ϓᔊၝΥৌਕًرڌʕʘၝΥᎷ ௪f
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended 31 December 2020
簡明綜合現金流量表
࿚Ї2020ϋ12˜31˚˟ʬࡈ˜
Six months ended
31 December 截至12月31日止六個月
2020年 | 2019ϋ | ||
HK$'000 | HK$'000 | ||
千港元 | ɷಥʩ | ||
(Unaudited) | (Unaudited) | ||
（未經審核） | €͊ᄲࣨ | ||
Net cash flows used in operating activities | 經營活動所用之現金流淨額 | (173,719) | (115,199) |
Net cash flows generated from (used in) | 投資業務所得（所用）之現金流 | ||
investing activities | 淨額 | 211,842 | (101,427) |
Net cash flows (used in) generated from | 融資活動（所用）所得之現金流 | ||
financing activities | 淨額 | (42,701) | 185,542 |
Net decrease in cash and cash equivalents | 現金及現金等值項目減少淨額 | (4,578) | (31,084) |
Cash and cash equivalents at beginning of | ಂڋʘତږʿତږഃ࠽ධͦ | ||
the period | 38,804 | 83,652 | |
Effect of foreign exchange rate changes | ිଟᜊਗʘᅂᚤ | 11,864 | (1,222) |
Cash and cash equivalents at the end of | 期末之現金及現金等值項目 | ||
the period, represented by bank balances | 即銀行結餘及現金 | ||
and cash | 46,090 | 51,346 |
2019
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
簡明綜合中期財務報表附註
1. BASIS OF PREPARATION
The unaudited condensed consolidated interim financial
statements have been prepared in accordance with
Hong Kong Accounting Standard 34 "Interim Financial
Reporting" issued by the Hong Kong Institute of Certified
Public Accountants (the "HKICPA") as well as the
applicable disclosure requirements of Appendix 16 to
the Listing Rules.
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The functional currency of the Company is Hong Kong dollars ("HK$"). The unaudited condensed consolidated interim financial statements are presented in Hong Kong dollars for the convenience of users of the unaudited condensed consolidated interim financial statements as the Company is listed in Hong Kong.
1. 編製基準
͊ᄲࣨᔊၝΥʕಂৌਕజڌɗ࣬ኽ࠰ಥึࠇ
ࢪʮึ€˜࠰ಥึࠇࢪʮึ™бʘ࠰ಥึࠇۆ
ୋ34˜ʕಂৌਕజѓ ™d˸ʿɪ̹ۆڝɤʬ
ʘቇ͜מᚣ֛ϾᇜႡf
͉ණྠɨྼʘৌਕజڌʫה༱ධͦɗ˸༈ ྼᐄהஈ˴ࠅᐑྤʘ࿆€˜̌ঐ࿆™ ࠇඎf͉ʮ̡ʘ̌ঐ࿆މಥʩ€˜ಥʩ™f͟ ͉ʮ̡࠰ಥɪ̹dމ˙کԴ͊͜ᄲࣨᔊၝ Υʕಂৌਕజڌʘɛɻd͊ᄲࣨᔊၝΥʕಂ ৌਕజڌ˸ಥʩяజf
2. PRINCIPAL ACCOUNTING POLICIES
The unaudited condensed consolidated interim financial statements have been prepared on the historical cost basis, as modified by revaluation of investment properties and certain financial instruments, which are carried at their fair values. They are presented in HK$ and all values are rounded to the nearest thousand except when otherwise indicated.
2. 主要會計政策
͊ᄲࣨᔊၝΥʕಂৌਕజڌɗܲዝ̦ϓ͉ਿ ᇜႡdԨࠠПܲʮ̻࠽ࠇඎʘҳ༟يุʿ߰ ʍږፄʈՈהࡌࠈd˸ಥʩяజdԨ€ৰ̤ϞႭ ٫̮ʊߒЇ௰ટڐʘɷЗᅰf
The unaudited condensed consolidated interim financial
statements should be read in conjunction with the
audited consolidated financial statements for the
year ended 30 June 2020. The accounting policies
and methods of computation used in the unaudited
condensed consolidated financial statements for the
six months ended 31 December 2020 are the same as
those followed in the preparation of the Group's audited
consolidated financial statements for the year ended 30
June 2020.
͊ᄲࣨᔊၝΥʕಂৌਕజڌᏐၾ࿚Ї 2020 ϋ6˜30˚˟ϋܓʘᄲࣨၝΥৌਕజڌɓԻቡ ᛘf࿚Ї2020ϋ12˜31˚˟ʬࡈ˜ʘ͊ᄲࣨᔊ ၝΥৌਕజڌהમ͜ʘึࠇ݁ഄʿࠇၑ˙جၾ ᇜႡ͉ණྠ࿚Ї2020ϋ6˜30˚˟ϋܓʘᄲࣨ ၝΥৌਕజڌה፭ృ٫ɓߧf
PRINCIPAL ACCOUNTING POLICIES (Continued)
Going concern basis
As at 31 December 2020, the Group recorded net current liabilities of approximately HK$558,301,000. This condition indicates the existence of a material uncertainty which may cast significant doubt on the Group's ability to continue as a going concern. Therefore, the Group may be unable to realise its assets and discharge its liabilities in the normal course of business.
2.
主要會計政策€ᚃ 持續經營基準
2020ϋ12˜31˚d͉ණྠݴਗࠋවଋᕘߒ 558,301,000 ಥʩf༈ઋرᜑͪπϞࠠɽʔࣦ Ϊ९d̙ঐ࿁͉ණྠʘܵᚃᐄঐɢிϓࠠɽဲ ਪfΪϤd͉ණྠאೌج˚੬ุਕཀʕᜊତ Չ༟ପʿᎵᒔՉࠋවf
The unaudited condensed consolidated interim financial statements have been prepared on a going concern basis. The Directors are of the opinion that the Group will have sufficient working capital to meet its financial obligations as and when they fall due for the next twelve months after taking into consideration that (i) the Company has a loan facility from a substantial Shareholder, Trillion Trophy Asia Limited ("Trillion Trophy") under which an unsecured revolving loan facility up to HK$250,000,000 has been granted to the Company (the "Trillion Trophy Facility"); (ii) the Company has a loan facility from Oriental Rainbow Investments Limited, a wholly-owned subsidiary of a substantial Shareholder under which an unsecured revolving loan facility up to HK$300,000,000 has been granted to the Company (the "Oriental Rainbow Facility"); and (iii) the Company has loan facilities with aggregate amount of approximately HK$529,788,000 from third party lenders.
͊ᄲࣨᔊၝΥʕಂৌਕజڌɗܲܵᚃᐄ ਿᇜႡfԫႩމdϽᅇ (i)͉ʮ̡Σ˴ࠅٰ ؇Trillion Trophy Asia Limited€˜Trillion Trophy™ ՟൲ಛፄ༟dኽϤd͉ʮ̡ʊᐏબ௰ε 250,000,000ಥʩʘೌתץృᐑ൲ಛፄ༟€˜Trillion Trophyፄ ༟™i(ii)͉ʮ̡Σ˴ࠅٰ؇ʘΌ༟ڝ᙮ ʮ̡؇ᎎҳ༟Ϟࠢʮ̡՟൲ಛፄ༟dኽϤd͉ ʮ̡ʊᐏબ௰ε300,000,000ಥʩʘೌתץృᐑ ൲ಛፄ༟€˜؇ᎎፄ༟™iʿ(iii)͉ʮ̡Σୋɧ˙൲ ಛɛ՟൲ಛፄ༟ᐼᕘߒ529,788,000ಥʩd͉ණ ྠਗ਼ኹϞԑᐄ༶༟ږᄵБ͊Ըɤɚࡈ˜Ցಂʘ ৌਕபf
As at 31 December 2020, the total carrying amount of the borrowings under the above facilities of the Group was approximately HK$224,660,000. As at 31 December 2020, the Group had approximately HK$855,128,000 undrawn borrowing facilities available.
2020 ϋ 12 ˜ 31 ˚d͉ණྠఱɪࠑፄ༟ʘ൲ ಛሪࠦᐼ࠽ߒމ 224,660,000ಥ ʩf2020ϋ 12˜31 ˚d͉ණྠϞ̙ਗ͊͜՟൲ಛፄ༟ߒ 855,128,000ಥʩf
Accordingly, the Directors are of the opinion that it is appropriate to prepare the unaudited condensed consolidated interim financial statements on a going concern basis. Should the Group be unable to continue as a going concern, adjustments would have to be made to the consolidated financial statements to adjust the value of the Group's assets to their recoverable amounts, to provide for any further liabilities which might arise and to reclassify non-current assets and liabilities as current assets and liabilities, respectively.
ΪϤdԫႩމܲܵᚃᐄਿᇜႡ͊ᄲࣨᔊ ၝΥʕಂৌਕజڌྼ᙮ܦfν͉ණྠೌجᘱ ᚃܵᚃᐄdۆ࿁ၝΥৌਕజڌЪ̈ሜd˸ ਗ਼͉ණྠʘ༟ପᄆ࠽ሜЇՉ̙ϗΫږᕘdԨఱ О̙ঐପ͛ʘՉ˼ࠋවࠇᅡ௪d˸ʿਗ਼ڢݴ ਗ༟ପʿࠋවʱйࠠอʱᗳމݴਗ༟ପʿࠋවf
ADOPTION OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS
In the current period, the Group has adopted all the new and revised Hong Kong Financial Reporting Standards ("HKFRSs") issued by the HKICPA that are relevant to its operations and effective for its accounting year beginning on 1 July 2020. HKFRSs comprise Hong Kong Financial Reporting Standards; Hong Kong Accounting Standards; and Interpretations. The adoption of these new and revised HKFRSs did not result in significant changes to the Group's accounting policies, presentation of the Group's financial statements and amounts reported for the current period and prior years.
3.
採納新訂及經修訂香港財務報告準則
͉ಂගd͉ණྠʊમॶ࠰ಥึࠇࢪʮึהб ၾՉᐄ༶ᗫʿ2020ϋ7˜1˚කٙึࠇϋܓ ͛ࣖٙΌอࠈʿࡌࠈ࠰ಥৌਕజѓۆ€˜࠰ ಥৌਕజѓۆ™f࠰ಥৌਕజѓۆܼ̍࠰ಥ ৌਕజѓۆe࠰ಥึࠇۆʿ༕ᙑfમॶ༈ഃ อࠈʿࡌࠈ࠰ಥৌਕజѓۆʔึኬߧ͉ණྠ ึࠇ݁ഄe͉ණྠৌਕజڌʘяΐʿ͉ಂගʿཀ ֻϋܓяజʘږᕘପ͛ࠠɽᜊਗf
The Group has not applied the new HKFRSs that have been issued but are not yet effective. The Group has already commenced an assessment of the impact of these new HKFRSs but is not yet in a position to state whether these new HKFRSs would have a material impact on its results of operations and financial position.
͉ණྠԨೌᏐ͜ʊбШ֠͊͛ࣖʘอࠈ࠰ಥৌ ਕజѓۆf͉ණྠʊක൙П༈ഃอࠈ࠰ಥৌ ਕజѓۆʘᅂᚤdઓ֠͊ঐڌͪ༈ഃอࠈ࠰ಥ ৌਕజѓۆึщ࿁͉ණྠʘᐄุᐶʿৌਕً رிϓࠠɽᅂᚤf
An analysis of the Group's revenue for the period is as follows:
REVENUE
Disaggregation of revenue: Revenue from contracts with customers:
Recognised at a point in time
Commercial income
Match day receipts
4.
收益 ͉ණྠ͉ಂගʘϗूʱؓνɨj
Six months ended
31 December 截至12月31日止六個月
Recognised over time
Commercial income Broadcasting Match day receipts System Service Solutions
Revenue from other sources:
Commercial income
Rental income
Revenue represents amount receivable for goods sold and services provided to external customers in the normal course of business and rental income from investment properties, after deducting discounts and exclude value added tax or other sales related taxes.
ϗूɗܸ˚੬ุਕཀʕΣ̮܄˒̈ਯۜ ʿԶਕʘᏐϗಛධ˸ʿҳ༟يุʘॡږϗ ɝdʊϔৰұϔʿʔܼ̍ᄣ࠽אՉ˼ቖਯᕘ ᗫධf
SEGMENT INFORMATION
The following is an analysis of the Group's revenue and results by operating segments, based on the information provided to the chief operating decision maker representing the Board, for the purposes of allocating resources to segments and assessing their performance. This is also the basis upon which the Group is arranged and organised.
5.
分部資料
˸ɨމ࣬ኽяజʚԫึ˾ڌʘ˴ࠅᐄ༶Ӕഄɛ ˸Ӕ֛ʱৣ༟๕ʚʱʿ൙ПՉڌତٙ༟ࣘϾЪ ̈ʘ͉ණྠܲᐄʱྌʱʘϗूʿุᐶʱؓf ͉ණྠ͵࣬ኽϤЪ̈ʱʘਿτરʿଡ଼ϓf
The Group's reportable and operating segments are as follows:
͉ණྠʘ̙яజʿᐄʱνɨj
(i) | operation of a professional football club in the UK; | (i) | ߵᐄᔖุԑଢଢึi |
(ii) | investment in properties; and | (ii) | يุҳ༟iʿ |
(iii) | provision of System Service Solutions. | (iii) | Զӻ୕ਕ༆Ӕ˙ࣩf |
Segment revenue and results | 分部收益及業績 |
The following is an analysis of the Group's revenue and | ˸ɨމ͉ණྠϗूʿุᐶ̙ܲяజʿᐄʱྌ |
results by reportable and operating segments: | ʱʘʱؓj |
Six months ended 31 December 2020 截至2020年12月31日止六個月
Segment revenue
System | |||
Investment | Service | ||
Football | in | Solutions | |
club | properties | 系統服務 | Total |
足球球會 | 物業投資 | 解決方案 | 總計 |
HK$'000 | HK$'000 | HK$'000 | HK$'000 |
千港元 | 千港元 | 千港元 | 千港元 |
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
（未經審核） （未經審核） （未經審核） （未經審核）
External sales
分部收益 ࿁̮ቖਯ
57,404
14,090
1,711
73,205
Results
Segment resultsInterest revenue Other income Corporate expenses Share-based payments expense Finance costs
業績 ʱุᐶ лࢹϗू Չ˼ϗɝ
114,515
(3,547)
2,727
113,695
8 1,542
Άุ൬͜ (24,943)
˸ٰ΅މਿᓾʘ˹ಛ˕̈ (1,247)
ፄ༟ϓ͉ (13,681)
Profit before taxation Income tax creditProfit for the period
ৰۃ๐л התе ͉ಂග๐л
75,374 550
75,924
SEGMENT INFORMATION (Continued)
Segment revenue and results (Continued)
Six months ended 31 December 2019 ࿚Ї2019ϋ12˜31˚˟ʬࡈ˜
Segment revenue
5.
分部資料€ᚃ 分部收益及業績€ᚃ
System | |||
Service | |||
Football | in | Solutions | |
club | properties | ӻ୕ਕ | Total |
ԑଢଢึ | يุҳ༟ | ༆Ӕ˙ࣩ | ᐼࠇ |
HK$'000 | HK$'000 | HK$'000 | HK$'000 |
ɷಥʩ | ɷಥʩ | ɷಥʩ | ɷಥʩ |
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) |
Investment
€͊ᄲࣨ €͊ᄲࣨ €͊ᄲࣨ €͊ᄲࣨ
External sales
分部收益 ࿁̮ቖਯ
121,510
10,721
1,759
133,990
Results
Segment results
業績 ʱุᐶ
(33,862)
10,487
(2,435)
(25,810)Interest revenue Other income Corporate expenses Share-based payments expense Finance costs
лࢹϗू 12
Չ˼ϗɝ 174
Άุ൬͜ (28,575)
˸ٰ΅މਿᓾʘ˹ಛ˕̈ (1,380)
ፄ༟ϓ͉ (10,628)Loss before taxation Income tax creditLoss for the period
ৰۃᑦฦ (66,207)
התе ͉ಂගᑦฦ
360
(65,847)
Segment result represents the profit or loss incurred by each segment without allocation of certain interest revenue, other income, corporate expenses, share-based payments expense, finance costs and income tax credit.
ʱุᐶމʱί͊ʱৣ߰ʍлࢹϗूeՉ˼ ϗɝeΆุ൬͜e˸ٰ΅މਿᓾʘ˹ಛ˕̈eፄ ༟ϓ͉ʿהתеהᒃ՟ʘ๐лאପ͛ʘᑦฦf
SEGMENT INFORMATION (Continued)
Segment assets and liabilities
The following is an analysis of the Group's assets and liabilities by reportable and operating segments:
5.
As at 31 December 2020
Segments assets (unaudited)
Segments liabilities (unaudited)
As at 30 June 2020
Segments assets (audited)
Segments liabilities (audited)
於2020年12月31日 ʱ༟ପ€͊ᄲࣨ ʱࠋව€͊ᄲࣨ
於2020年6月30日 ʱ༟ପ€ᄲࣨ ʱࠋව€ᄲࣨ
Reconciliations of reportable assets and liabilities:Assets
Total assets of reportable segments Unallocated corporate assetsConsolidated total assets
Liabilities
Total liabilities of reportable segments Elimination of payable to corporate headquarters
Other liabilities
Consolidated total liabilities
分部資料€ᚃ 分部資產及負債 ɨΐމ͉ණྠ༟ପʿࠋව̙ܲяజʿᐄʱྌ ʱʘʱؓj
可呈報資產及負債之對賬：
5. | SEGMENT INFORMATION (Continued) | 分部資料€ᚃ |
Geographical information | 地區資料 | |
The following is an analysis of geographical location of | ɨΐމ͉ණྠ (i) ԸІ̮܄˒ʘϗूiʿ (ii)ڢݴ | |
the Group's (i) revenue from external customers, and | ਗ༟ପʘήਜʱؓdɗʱй࣬ኽᐄήᓃʿ༟ପ | |
(ii) non-current assets presented based on the location | ʘήਜяΐf | |
of operations and geographical location of assets | ||
respectively. |
(i) Revenue from external customers
The UK
Revenue from contracts with customers:
Recognised at a point in time
Recognised over time Revenue from other sources
Cambodia
Revenue from contracts with customers:
Recognised over time
Revenue from other sources
(ii) Non-current assets
2,941 31,702
Hong Kong The PRC Cambodia The UK Japan
(i)
來自外部客戶之收益
53,467 74,420
996 15,388
57,404 121,510
1,711 1,759
14,090 10,721
15,801 12,480
73,205 133,990
Six months ended
31 December 截至12月31日止六個月
2019
2019ϋ
HK$'000 ɷಥʩ
(Unaudited)
€͊ᄲࣨ
(ii)
非流動資產
404,275 370,899
As at 30 June
2020 2020
於2020年 2020ϋ
12月31日 6˜30˚
HK$'000 ɷಥʩ
(Audited)
€ᄲࣨ
16,195 17,679
42,479 30,292
514,878 530,634
- 949,504
OTHER INCOME
6.
其他收入
Six months ended
31 December 截至12月31日止六個月
Gain on bargain purchase of subsidiaries ᙄᄆϗᒅڝ᙮ʮ̡ʘϗू
Subsidies received from the
Premier League
Reversal of provision for directors' fee Government subsidies
Gain on disposal of property, plant and equipment
Foreign exchange gain, (net)
Sundry income
Notes:
(i) During the six months ended 31 December
2020, the Group's professional football
operation received funding of approximately
HK$4,286,000 (six months ended 31 December
2019: approximately HK$3,254,000) from the
Premier League in the UK under the Elite Player
Performance Plan upon fulfillment of certain terms
and conditions.
(ii) During the six months ended 31 December 2020, the grant received represents COVID-19-related grants provided by various government to retain employees who may otherwise be made redundant and to support businesses affected by COVID-19 respectively. The grants are unconditional and granted on a discretionary basis to the Group during the period.
2019 2019ϋ
HK$'000 ɷಥʩ
(Unaudited)
€͊ᄲࣨ
3,254 139 - - - - 316
3,709
ڝൗj
(i) ࿚Ї 2020ϋ12˜31 ˚˟ʬࡈ˜d͉ණྠ ʘᔖุԑଢᐄ༶߰ʍૢಛʿૢ༺ϓܝd ࣬ኽၚߵଢࡰڌତࠇྌІߵʘߵࣸᚆ൴ ॴԑଢᑌᒄᐏ༟ږߒ4,286,000ಥʩ€࿚Ї 2019ϋ12˜31˚˟ʬࡈ˜jߒ3,254,000ಥ ʩf
(ii) ࿚Ї 2020ϋ12˜31 ˚˟ʬࡈ˜dהϗ՟ пމήִ݁הԶၾCOVID-19ᗫʘ пd˸࣐व̙ঐࡰʘࡰʈ˸ʿ˕ܵա COVID-19 ᅂᚤʘุਕfಂʫd༈ഃпމ ೌૢʿઋબʚ͉ණྠf
7. FINANCE COSTS
Interest expenses on:
- Other borrowings
- Bank borrowings
- Notional interest on transfer fee payables
- Lease liabilities
8. PROFIT (LOSS) BEFORE TAXATION
ÑՉ˼൲ಛ
13,437
10,610
ÑვБ൲ಛ
2,237
-
ÑᏐ˹ᔷึ൬ʘΤ່лࢹ
1,401
2,283
Ñॡ༣ࠋව
1,353
784
18,428
13,677
8.
7.
融資成本
31 December 截至12月31日止六個月
2019
2020年
2019ϋ
HK$'000
HK$'000
千港元
ɷಥʩ
(Unaudited)
(Unaudited)
（未經審核）
€͊ᄲࣨ
除稅前溢利（虧損）
Six months ended
Profit (loss) before taxation has been arrived at after
charging (crediting) the following items:
Amortisation of intangible assets Depreciation of property, plant and equipment
Depreciation of right-of-use assets Share-based payments expense Litigation claim
Expenses related to short-term lease Foreign exchange gain, (net) Impairment loss on goodwill Staff costs (including directors'
remuneration)
ৰۃ๐л€ᑦฦɗϔৰ€ࠇɝ˸ɨධܝ༺ ߧj
Six months ended
31 December 截至12月31日止六個月
9. INCOME TAX CREDIT
9.
所得稅抵免
Six months ended
31 December 截至12月31日止六個月
No provision for Hong Kong profits tax has been made as the Group had no assessable profits arising in or derived from Hong Kong during the six months ended 31 December 2020 and 2019.
2019 2019ϋ
HK$'000 ɷಥʩ
(Unaudited)
€͊ᄲࣨ
360
͉͟ණྠ࿚Ї2020ϋʿ2019ϋ12˜31˚˟ʬࡈ˜ ಂගԨೌאԸІ࠰ಥପ͛Ꮠሙ๐лd݂Ԩೌఱ࠰ ಥлЪ̈ᅡ௪f
The Group's subsidiaries in the UK are subject to Corporation Tax in the UK ("Corporation Tax"). No provision has been made in respect of Corporation Tax as these subsidiaries had sufficient tax losses bought forward to offset against the assessable profits for the six months ended 31 December 2020 (six months ended 31 December 2019: no assessable profits).
͉ණྠߵʘڝ᙮ʮ̡ᖮ˹ߵΆุ€˜Άุ ™f͟༈ഃڝ᙮ʮ̡࿚Ї2020ϋ12˜31˚˟ʬ ࡈ˜Ϟԑʘᔷഐධᑦฦ˸תቖᏐሙ๐лd݂Ԩ ೌఱΆุЪ̈ᅡ௪€࿚Ї2019ϋ12˜31˚˟ʬࡈ˜j ԨೌᏐሙ๐лf
Taxation arising in other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. No provision for profits tax is made in other jurisdictions as the subsidiaries operating in other jurisdictions have no assessable profits for the six months ended 31
December 2020 and 2019.
10. DIVIDEND
No dividend was paid or proposed for the six months ended 31 December 2020 (six months ended 31 December 2019: nil), nor has any dividend been proposed since the end of the reporting periods.
Չ˼̡جᛆਜପ͛ʘධܲϞᗫ̡جᛆਜʘତБଟࠇ ၑf͟ίՉ˼̡جᛆਜᐄʘڝ᙮ʮ̡࿚Ї2020 ϋʿ2019ϋ12˜31˚˟ʬࡈ˜ѩೌОᏐሙ๐лd ݂ԨೌఱՉ˼̡جᛆਜʘлЪ̈ᅡ௪f
10. 股息
࿚Ї2020ϋ12˜31˚˟ʬࡈ˜Ԩೌݼ˹אᏝݼٰ
ࢹ€࿚Ї2019ϋ12˜31˚˟ʬࡈ˜jೌdϾІజ
ѓಂ͋ܝ฿ೌᏝݼОٰࢹf
11.
EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY
The calculation of basic and diluted earnings (loss) per share for the period is based on the following data:
Earnings (loss):
Profit (loss) attributable to owners of the
Company for the purpose of calculating basic and diluted earnings (loss) per share
11. 本公司擁有人應佔每股盈利（虧損）
͉ಂගӊٰਿ͉ʿᛅᑛޮл€ᑦฦɗ࣬ኽɨΐ ධᅰኽࠇၑj
Six months ended
31 December 截至12月31日止六個月
2019 | |
2020年 | 2019ϋ |
HK$'000 | HK$'000 |
千港元 | ɷಥʩ |
(Unaudited) | (Unaudited) |
（未經審核） | €͊ᄲࣨ |
Six months ended
(64,837)
31 December 截至12月31日止六個月
Number of shares:
Weighted average number of shares for calculating basic earnings (loss) per share attributable to owners of the Company
Effect of dilutive potential ordinary shares
Share options
Weighted average number of shares for calculating diluted earnings (loss) per share attributable to owners of the Company
Note:
ڝൗj
2019 2019ϋ (Unaudited)
€͊ᄲࣨ
17,710,022,508
-
17,710,022,508
For the six months ended 31 December 2020, the outstanding share options of the Company have been included in the computation of diluted earnings per share.
࿚Ї2020ϋ12˜31˚˟ʬࡈ˜d͉ʮ̡ࠇၑӊٰ ᛅᑛޮлࣛʊࠇɝ֠͊БԴᒅٰᛆf
For the six months ended 31 December 2019, the outstanding share options of the Company had not been included in the computation of diluted loss per share as they are anti-dilutive.
࿚Ї2019ϋ12˜31˚˟ʬࡈ˜d֠͊͟БԴᒅ ٰᛆՈϞˀᛅᑛᅂᚤd͉ʮ̡ࠇၑӊٰᛅᑛᑦฦ ࣛԨೌࠇɝ༈ഃᒅٰᛆf
12. PROPERTY, PLANT AND EQUIPMENT
During the period, the Group acquired property, plant
and equipment of approximately HK$2,453,000 (six
months ended 31 December 2019: approximately
HK$1,553,000).
13. INTANGIBLE ASSETS
The intangible assets consist of players' registration, trademark, software and membership.
12. 物業、廠房及設備
ಂʫd͉ණྠᒅɝيุeᅀגʿண௪ߒ2,453,000
ಥʩ€࿚Ї 2019 ϋ 12 ˜ 31 ˚˟ʬࡈ˜jߒ
1,553,000ಥ ʩf
13. 無形資產 ೌҖ༟ପܼ̍ଢࡰൗ̅eਠᅺeழʿึᘬf
During the period, the Group acquired new players
of approximately HK$43,881,000 (six months ended
31 December 2019: approximately HK$101,911,000)
during the summer transfer window and accounted for
as players' registration.
As detailed in note 21 of the notes to the condensed consolidated interim financial statements, during the period the Group acquired membership in Japan of approximately HK$348,000 (six months ended 31 December 2019: software of approximately HK$18,953,000) arising from acquisition of subsidiaries.
ಂʫd͉ණྠࢀ֙ᔷึʫᒅɝอଢࡰߒ 43,881,000 ಥʩ€࿚Ї 2019ϋ12˜31 ˚˟ʬࡈ ˜jߒ101,911,000ಥʩdԨΐЪଢࡰൗ̅ɝሪf
༐νᔊၝΥʕಂৌਕజڌڝൗʘڝൗ 21 ה༉ ࠑdಂʫd͉ණྠΪϗᒅڝ᙮ʮ̡Ͼϗᒅ˚ ͉ʘึᘬߒ 348,000 ಥʩ€࿚Ї 2019ϋ12˜31˚ ˟ʬࡈ˜jழߒ18,953,000ಥ ʩf
14. INVESTMENT PROPERTIES
FAIR VALUE
At 1 July 2019 (audited)
Changes in fair value recognised in profit or lossAt 1 July 2020 (audited)
Changes in fair value recognised in profit or lossAt 31 December 2020 (unaudited)
Note:
The carrying amount of the Group's investment properties as at 31 December 2020 and 30 June 2020 were stated based on the valuation conducted by JP Assets Consultancy Limited, an independent qualified professional valuer, on market value using the existing use basis. The loss arising on changes in fair value of investment properties of approximately HK$15,756,000 was recognised in profit or loss during the six months ended 31 December 2020 (six months ended 31 December 2019: nil). As at 31 December 2020, investment properties of the Group were stated at fair values of approximately HK$514,878,000 (30 June 2020: approximately HK$530,634,000).
14. 投資物業
HK$'000 | |
ɷಥʩ | |
2019ϋ7˜1˚€ ᄲ ࣨ | 553,020 |
ฦूᆽႩʘʮ̻࠽ᜊਗ | (22,386) |
2020ϋ7˜1˚€ ᄲ ࣨ | 530,634 |
ฦूᆽႩʘʮ̻࠽ᜊਗ | (15,756) |
2020ϋ12˜31 ˚€͊ᄲࣨ | 514,878 |
ڝൗj |
公平值
͉ණྠҳ༟يุ2020ϋ12˜31˚ʿ2020ϋ6˜ 30 ˚ʘሪࠦ࠽ɗ࣬ኽዹͭΥ༟ࣸਖ਼ุП࠽ࢪઠ ൙༟ପᚥਪϞࠢʮ̡̹ܲ࠽Դ͜ତϞ͜ਿආ БП࠽Ͼᔾ֛f࿚Ї2020ϋ12˜31˚˟ʬࡈ˜d ҳ༟يุʮ̻࠽ᜊਗהପ͛ʘᑦฦߒ15,756,000 ಥʩʊฦूᆽႩ€࿚Ї 2019ϋ12˜31˚˟ʬࡈ ˜jೌf2020ϋ12˜31 ˚d͉ණྠҳ༟يุ ܲʮ̻࠽ߒ514,878,000ಥʩ€2020ϋ6˜30˚j ߒ530,634,000ಥ ʩΐ ሪf
15. TRADE RECEIVABLES
In general, the Group grants a credit period of about 14
days to 90 days to its customers. The aging analysis of
trade receivables (net of provision for impairment) based
on the invoice date is as follows:
15. 應收貿易賬款
͉ණྠഗʚ܄˒ٙڦ൲ಂɓছމߒ14˂Ї90˂f
൱Ꮠϗሪಛ€ϔৰಯ࠽ᅡ௪ܲ೯ୃ˚ಂٙሪᙧ
ʱؓνɨj
16. TRADE PAYABLES
The aging analysis of trade payables based on the
invoice date is as follows:
16. 應付貿易賬款 ܲ೯ୃ˚ಂЪ̈ʘᏐ˹൱ሪಛʘሪᙧʱؓνɨj
The Group normally receives credit periods from suppliers averaging at 90 days (30 June 2020: 90 days).
͉ණྠɓছΣԶᏐਠ՟̻ѩ 90 ˂ʘڦ൲ಂ €2020ϋ6˜30˚j90˂f
17.
ACCRUALS AND OTHER PAYABLES
17. 應計款項及其他應付款項
ڝൗj
Notes:
(i) Included in accruals are amounts of approximately
HK$1,932,000 (30 June 2020: approximately
HK$1,317,000) relating to accrued directors'
remuneration.
(ii) No agent's fee and selling fee payable for the acquisition of football players is due after one year according to the transfer agreement of players (30 June 2020: approximately HK$15,088,000).
(iii) Accruals and other payables are all non-interest bearing.
(i) Ꮠࠇಛධܼ̍ϞᗫᏐࠇԫཇږʘಛධ ߒ 1,932,000 ಥʩ€ 2020 ϋ 6 ˜ 30˚jߒ 1,317,000ಥ ʩf
(ii) ࣬ኽଢࡰʘᔷึᙄdԨೌϗᒅଢࡰᏐ˹ ߏɛ൬͜ʿ̈ਯ൬͜ɓϋܝՑಂ€2020ϋ 6˜30˚jߒ 15,088,000ಥ ʩf
(iii) ᏐࠇಛධʿՉ˼Ꮠ˹ಛධѩʔࠇࢹf
18.
BORROWINGS
Hong Kong dollars Pound Sterling Renminbi Japanese Yen
18. 貸款
Carrying amount are denominated 賬面值以下列貨幣計值： in the following currencies:
Bank borrowings, secured Bank borrowings, unsecured Other borrowings, unsecured
- Loan from Trillion Trophy
- Loan from third parties
- Other loan
Carrying amount repayable:
- On demand or within one year
- Between one and two years
- Between two and five years
- Over five years
Less: Amounts due within one year shown as current liabilitiesHong Kong dollars Pound Sterling Renminbi Japanese Yen
Effective interest rates per annum: 實際年利率：
18. | BORROWINGS (Continued) | 18. | 貸款€ᚃ |
Notes: | ڝൗj |
(i) During the six months ended 31 December 2020, the Group obtained new bank borrowings amounting to approximately HK$182,952,000 (equivalent to approximately GBP17,312,000), which were used for repayment of loans from third parties. All the new bank borrowings are bearing fixed interest at the rates ranging from 4.29% to 5.56% per annum. The bank borrowings are secured by the Group's transfer fee receivables from other football clubs.
(i) ࿚Ї 2020ϋ12˜31 ˚˟ʬࡈ˜d͉ණྠ ՟อٙვБ൲ಛߒ 182,952,000ಥ ʩ€ ഃߒ 17,312,000 ߵᕀd͜ᎵᒔԸІ ୋɧ˙ʘ൲ಛfהϞอვБ൲ಛѩܲʧ˷ 4.29%Ї5.56%ʘո֛ϋлଟࠇࢹfვБ൲ ಛɗ˸͉ණྠᏐϗՉ˼ԑଢଢึʘᔷึ൬Ъ މתץf
(ii) As at 31 December 2020, approximately HK$66,197,000 (30 June 2020: approximately HK$66,197,000) of the Group's borrowing was from a standby facility provided by Trillion Trophy, a substantial Shareholder. The loan amount is unsecured and bearing fixed interest rate of 4.5% per annum.
(ii) 2020 ϋ 12 ˜ 31 ˚d͉ණྠ൲ಛʕߒ 66,197,000 ಥʩ€ 2020 ϋ 6 ˜ 30˚jߒ 66,197,000 ಥʩމ˴ࠅٰ؇ Trillion Trophy הԶʘ௪͜ፄ༟f༈അ൲ಛމೌתץʿܲ ո֛ϋлଟ4.5%ࠇࢹf
(iii) As at 31 December 2020, approximately HK$164,635,000 (30 June 2020: approximately HK$421,068,000) of the Group's borrowings were provided by external lenders. The loan amounts are unsecured and bearing fixed interest at the rates ranging from 0.0% to 8.0% per annum.
(iii) 2020 ϋ 12 ˜ 31 ˚d͉ණྠ൲ಛʕߒ 164,635,000 ಥʩ€ 2020 ϋ 6 ˜ 30˚jߒ 421,068,000 ಥʩɗ̮͟൲ಛɛԶf ༈ഃ൲ಛމೌתץʿܲʧ˷0.0%Ї8.0%ʘ ո֛ϋлଟࠇࢹf
(iv) As at 31 December 2020, the total carrying amount of the borrowings of the Group was approximately HK$415,422,000 (30 June 2020: approximately HK$487,442,000). As at 31 December 2020, the Group had undrawn borrowing facility of approximately HK$855,128,000 available to it (30 June 2020: approximately HK$279,261,000).
(iv) 2020 ϋ 12 ˜ 31 ˚d͉ණྠ൲ಛʘሪࠦ ᐼᕘߒމ 415,422,000 ಥʩ€ 2020ϋ6˜30 ˚jߒ487,442,000ಥ ʩf2020 ϋ 12 ˜31 ˚d͉ණྠϞ̙ਗ͊͜՟൲ಛፄ༟ ߒ855,128,000 ಥʩ€ 2020ϋ6˜30˚jߒ 279,261,000ಥ ʩf
19.
SHARE CAPITAL
19. 股本
Number of shares 股份數目
Note ڝൗ
Amount 金額
HK$'000 ɷಥʩ
Ordinary shares of HK$0.01 each
Authorised:
At 1 July 2019 (audited),
1 July 2020 (audited) and
31 December 2020 (unaudited)
ӊٰࠦ࠽0.01ಥʩʘ౷ஷٰ
法定：
2019ϋ7˜1˚€ ᄲ ࣨe 2020ϋ7˜1˚€ ᄲ ࣨʿ 2020ϋ12˜31 ˚€͊ᄲࣨ
50,000,000,000 500,000
Issued and fully paid:
At 1 July 2019 (audited) and
1 July 2020 (audited) Issue of shares by placing
已發行及繳足：
2019ϋ7˜1˚€ ᄲ ࣨʿ 2020ϋ7˜1˚€ ᄲ ࣨ ˸ৣਯ˙ό೯Бٰ΅
17,710,022,508 177,100
(i)
516,400,000 5,164
At 31 December 2020 (unaudited)
2020ϋ12˜31˚(͊ᄲࣨ
18,226,422,508 182,264
Notes:
(i) On 22 December 2020, the Company completed
a placing of 516,400,000 new shares which
were placed at the placing price of HK$0.135
per share raising approximately HK$69,714,000
before expenses. Out of the total net proceeds,
approximately HK$5,164,000 was credited to
the share capital account and approximately
HK$63,320,000 was credited to the share
premium account. The related transaction costs
amounted to approximately HK$1,230,000
have been recorded in the share premium
account. Details of the Placing were disclosed
in the announcements of the Company dated
8 December 2020 and 22 December 2020,
respectively.
(ii) All shares issued during the six months ended 31 December 2020, rank pari passu with the then existing shares in all respects.
ڝൗj
(i) 2020 ϋ 12 ˜ 22 ˚d͉ʮ̡ҁϓৣਯ 516,400,000 ٰอٰ΅dৣਯᄆމӊٰ 0.135 ಥʩdϔৰක˕ۃהᘪණಛධߒމ 69,714,000 ಥʩfᐼהಛධଋᕘʕߒ 5,164,000 ಥʩʊࠇɝٰ͉ሪʫdϾߒ 63,320,000ಥʩۆࠇɝٰ΅๐ᄆሪʫfᗫ ʹϓ͉ߒ1,230,000ಥʩʊাɝٰ΅๐ᄆ ሪʫfৣਯԫධʘ༉ઋ͉ʮ̡˚ಂʱйމ 2020ϋ12˜8 ˚ʿ 2020ϋ12˜22 ˚ʘʮѓ ʫמᚣf
(ii) ࿚Ї2020ϋ12˜31˚˟ʬࡈ˜ʫ೯Бʘ Όٰ΅ၾࣛʘତϞٰ΅ί˙ࠦѩԮϞ ΝഃήЗf
20. SHARE OPTION SCHEME
The existing share option scheme of the Company (the
"Share Option Scheme") was adopted by the Company
at the annual general meeting of the Company held on
30 December 2016.
During the six months ended 31 December 2020, no
share options were granted, exercised or lapsed under
the Share Option Scheme.
As at 31 December 2020, pursuant to the Share Option
Scheme, share options with right to subscribe for an
aggregate of 334,020,618 Shares were outstanding,
representing approximately 1.83% of the Shares in issue
as at 31 December 2020.
The Group recognised share-based payments expense
of approximately HK$1,247,000 during the six months
ended 31 December 2020 (six months ended 31
December 2019: approximately HK$1,380,000) in
relation to the outstanding share options granted by the
Company.
21. ACQUISITION OF SUBSIDIARIES
For the six months ended 31 December 2020
On 31 July 2020, the Group has, through the acquisition of the entire issued share capital in two limited liability companies established in Japan, acquired their medical services business in Japan. The medical services business principally comprises of medical consultation and healthcare and wellness referral related series in Japan. Customers are mainly from oversea countries seeking medical services such as health checks, medical diagnosis and treatments in Japan.
20. 購股權計劃
͉ʮ̡2016ϋ12˜30˚ᑘБʘ͉ʮٰ̡؇ϋ
ɽึɪમॶ͉ʮ̡ʘତϞᒅٰᛆࠇྌ€˜ᒅٰᛆࠇ
ྌ™f
࿚Ї2020ϋ12˜31˚˟ʬࡈ˜dԨೌᒅٰᛆ࣬ ኽᒅٰᛆࠇྌᐏબ̈eБԴא̰ࣖf
2020ϋ12˜31˚d࣬ኽᒅٰᛆࠇྌ̙ႩᒅΥ 334,020,618 ٰٰ΅ʘᒅٰᛆ֠͊БԴdߒЦ͉ ʮ̡2020ϋ12˜31˚ʊ೯Бٰ΅ߒ1.83%f
࿚Ї2020ϋ12˜31˚˟ʬࡈ˜d͉ණྠఱ͉ʮ ̡ʊબ̈Ш֠͊БԴʘᒅٰᛆᆽႩ˸ٰ΅މਿᓾ ʘ˹ಛ˕̈ߒ1,247,000ಥʩ€࿚Ї2019ϋ12˜31 ˚˟ʬࡈ˜jߒ1,380,000ಥ ʩf
21.
收購附屬公司 截至2020年12月31日止六個月 2020ϋ7˜31 ˚d͉ණྠீཀϗᒅՇ˚͉ ϓͭʘϞࠢபʮ̡ʘΌʊ೯Бٰ͉ϗᒅ־ഃ ˚͉ʘᔼᐕਕุਕfᔼᐕਕุਕ˴ࠅܼ̍ ˚͉Զᔼᐕፔ༔˸ʿڭʿੰᔷʧᗫ ਕf܄˒˴ࠅԸІऎ̮d˚͉రӋੰᏨ ݟeᔼᐕൢᓙʿطᐕഃᔼᐕਕf
21.
ACQUISITION OF SUBSIDIARIES (Continued)
For the six months ended 31 December 2020 (Continued)
The fair value of identifiable assets and liabilities assumed and gain on bargain purchase arising from the transaction are as follows:
Intangible assets Right-of-use assets
Cash and cash equivalents Trade and other receivables Trade and other payables Lease liabilities
Deferred tax liabilities Borrowings
21. 收購附屬公司€ᚃ 截至2020年12月31日止六個月€ᚃ
ʹהוዄ̙ᗆй༟ପʿࠋවʘʮ̻࠽ʿהପ͛
ʘᙄᄆϗू༱ΐνɨj
Fair value at date of acquisition ϗᒅ˚ಂ ʘʮ̻࠽
HK$'000 ɷಥʩ
(Unaudited)
€͊ᄲࣨ
ೌҖ༟ପ 348
Դ͜ᛆ༟ପ 178
ତږʿତږഃᄆي 2,094
൱ʿՉ˼Ꮠϗಛධ 351
൱ʿՉ˼Ꮠ˹ಛධ (346)
ॡ༣ࠋව (178)
ַධࠋව (16)
൲ಛ
(1,475)Net identifiable assets assumed Gain on bargain purchaseSatisfied by:
Cash consideration
Add: Cash inflow arising on acquisition
Cash and cash equivalents
הוዄ̙ᗆй༟ପଋᕘ ᙄᄆϗू
956 (15)
941
HK$'000 ɷಥʩ
͟ɨΐ˕˹j
ତږ˾ᄆ (941) 加：收購時所產生之現金流入
ତږʿତږഃᄆي 2,094
Net cash inflow
ତږݴɝଋᕘ 1,153
21.
ACQUISITION OF SUBSIDIARIES (Continued)
For the six months ended 31 December 2019
On 23 July 2019, Dooboo Tech Limited, a wholly-owned subsidiary of the Company, acquired the entire equity interest in Wangmei Online (Beijing) Information & Technology Co., Ltd. (literal translation of ၣૠί㝬 ( ̏ԯ ) ڦࢹҦஔϞࠢʮ̡ ) at a consideration of RMB20,000,000 (equivalent to approximately HK$21,944,000). Acquisition of Wangmei Online would enable the Group to diversify the revenue stream in online lottery system, offline lottery system and online payment system service solutions and its investment portfolio.
21. 收購附屬公司€ᚃ
截至2019年12月31日止六個月 2019ϋ7˜23 ˚d͉ʮ̡ʘΌ༟ڝ᙮ʮ̡ε௹ ߅ҦϞࠢʮ̡ϗᒅၣૠί㝬€̏ԯڦࢹҦஔϞ ࠢʮ̡ʘΌٰᛆd˾ᄆމɛ͏࿆ 20,000,000ʩ €ഃߒ21,944,000 ಥʩfϗᒅၣૠί㝬ਗ਼Ϟ п͉ණྠεʩʷίᇞୃӻ୕eᕎᇞୃӻ୕ʿ ίᇞ˹ಛӻ୕ਕ༆Ӕ˙ࣩʘϗɝԸ๕ʿՉҳ༟ ଡ଼Υf
The acquisition was completed on 2 September 2019. The Group obtained the control of Wangmei Online and it became a subsidiary of the Group.
The fair value of identifiable assets and liabilities assumed and the goodwill arising from the transaction are as follows:
Ϟᗫϗᒅʊ2019ϋ9˜2˚ҁϓf͉ණྠ՟ၣ ૠί㝬ʘછՓᛆʿၣૠί㝬ϓމ͉ණྠʘڝ᙮ʮ ̡f ʹהוዄ̙ᗆй༟ପʿࠋවʘʮ̻࠽ʿהପ͛ ʘਠᚑ༱ΐνɨj
Fair value at date of acquisition ϗᒅ˚ಂ ʘʮ̻࠽
Note ڝൗ
HK$'000 ɷಥʩ
(Unaudited)
€͊ᄲࣨ
Intangible assets
Property, plant and equipment Cash and cash equivalents Trade and other receivables Trade and other payables Deferred tax liabilities
ೌҖ༟ପ 18,953
يุeᅀגʿண௪ 357
ତږʿତږഃᄆي 226
൱ʿՉ˼Ꮠϗಛධ 456
൱ʿՉ˼Ꮠ˹ಛධ (2,034)
ַධࠋව (4,738)Net identifiable assets assumed Goodwill
הוዄ̙ᗆй༟ପଋᕘ ਠᚑ
Satisfied by: Other payables
͟ɨΐ˕˹: Չ˼Ꮠ˹ಛධ
13,220 8,724
21,944
HK$'000 ɷಥʩ
17 21,944
Net cash inflow arising on acquisition:
Cash and cash equivalents
收購時所產生之現金流入淨額
Net cash inflow
ତږʿତږഃᄆي 226
ତږݴɝଋᕘ 226
22.
DISPOSAL OF INTERESTS IN SUBSIDIARIES WITHOUT LOSS OF CONTROL
On 9 October 2020, the Company and Oriental Rainbow entered into a sale and purchase agreement in relation to the disposal of 21.64% of the total issued capital of Birmingham City PLC, 25% of the total issued capital of Birmingham City Stadium Ltd, and the assignment of 21.64% of the loan as outstanding and owing by BCP to the Company to Oriental Rainbow as at completion. Oriental Rainbow is beneficially wholly-owned by Mr. Vong Pech, a substantial Shareholder and hence a connected person of the Company, and the transactions contemplated under the sale and purchase agreement constitute connected transactions of the Company under the Listing Rules. The sale and purchase agreement was approved by the independent Shareholders on 8 December 2020 and the Disposal was completed on 31 December 2020.
22. 出售附屬公司權益並維持控制權
2020ϋ10˜9 ˚d͉ʮ̡ၾ؇ᎎࠈͭ൯ር ᙄdʫ࢙Ϟᗫ̈ਯBirmingham City PLCʊ೯Бٰ ͉ᐼᅰʘ21.64%eBirmingham City Stadium Ltd ʊ೯Бٰ͉ᐼᅰʘ25%˸ʿҁϓࣛᔷᜫBCP͊ Ꮅᒔʿഐ˞͉ʮ̡ʘ൲ಛʘ21.64%ʚ؇ᎎf؇ᎎ ͟˴ࠅٰ؇Vong Pech͛Ό༟ྼूኹϞdΪϤ މ͉ʮ̡ʘᗫஹɛɻd࣬ኽɪ̹ۆd൯ርᙄ ධɨᏝආБʘʹϓ͉ʮ̡ʘᗫஹʹfዹͭ ٰ؇ʊ2020ϋ12˜8 ˚ҭࡘ൯ርᙄdϾ̈ਯ ԫධʊ2020ϋ12˜31˚ҁϓf
Upon completion, the Group's equity interest in BCP decreased from 96.64% to 75% and the Group's equity interest in BCSL decreased from 100% to 75%. BCP and BCSL remain as non-wholly owned subsidiaries of the Company and their financial results and financial position. Therefore, the Group accounted for this transaction as equity transaction, recognising the addition of non-controlling interests ("NCI") at the NCI's proportionate share of the net liabilities of BCP and BCSL of approximately HK$180,286,000. The excess of approximately HK$13,871,000 between the consideration of HK$56,200,000 received and the addition of NCI of HK$180,286,000 and amount of the loan assignment approximately HK$222,615,000 was recognised in reserves.
ҁϓܝd͉ණྠBCPʘٰᛆਗ਼͟96.64%ಯˇ Ї75%dϾ͉ණྠBCSLʘٰᛆਗ਼͟100%ಯˇ Ї75%fΪϤdBCPʿBCSLਗ਼ʥ͉݊ʮ̡ʘڢΌ ༟ڝ᙮ʮ̡dϾ־ഃʘৌਕุᐶʿৌਕًرਗ਼ᘱ ᚃԻɝ͉ණྠʘၝΥৌਕజڌfΪϤd͉ණྠਗ਼ ϤධʹΐЪᛆूʹdԨܲڢછٰᛆू€˜ڢછ ٰ ᛆ ू™BCPʿBCSLଋࠋවʘᏐЦˢԷᆽႩ ڢછٰᛆूᄣ̋ߒ 180,286,000 ಥʩfʊϗ˾ᄆ 56,200,000 ಥʩၾڢછٰᛆूᄣ̋ 180,286,000 ಥʩʘගʘࢨᕘߒ13,871,000ಥʩʿ൲ಛᔷᜫږ ᕘߒ222,615,000ಥʩʊᎷ௪ʕᆽႩf
22. DISPOSAL OF INTERESTS IN SUBSIDIARIES WITHOUT LOSS OF CONTROL (Continued)
The effect on the equity attributable to the Shareholders during the reporting period is summarised as follows:Consideration received from non-controlling interests Recognition of non-controlling interests
Loan assignment
Excess of consideration received recognised within equity
22. 出售附屬公司權益並維持控制權€ᚃ
జѓಂʫʘٰ؇ᏐЦᛆूʘᅂᚤ฿ࠑνɨj
ڢછٰᛆूϗ՟ٙ˾ᄆ
56,200
ᆽႩڢછٰᛆू
180,286
൲ಛᔷᜫ
(222,615)
ᛆूʫᆽႩٙʊϗ˾ᄆ൴̈ʱ
13,871
23. CONTINGENT LIABILITIES
Player transfer costs
As at 31 December 2020, under the terms of certain contracts with other football clubs in respect of player transfers, additional player transfer cost would become payable if certain specific conditions are met. The maximum amount not provided that could be payable in respect of the transfers up to 31 December 2020 was approximately HK$76,897,000 (equivalent to approximately GBP7,277,000) (30 June 2020: approximately HK$59,476,000, equivalent to approximately GBP6,233,000).
23. 或然負債
球員轉會費
HK$'000 ɷಥʩ
(Unaudited)
€͊ᄲࣨ
2020ϋ12˜31 ˚d࣬ኽఱଢࡰᔷึၾՉ˼ԑ
ଢଢึࠈͭʘ߰ʍΥߒૢಛdࡊୌΥ߰ʍत֛ૢ
dۆᏐ˹ᕘ̮ଢࡰᔷึ൬fٜЇ 2020ϋ12˜
31 ˚̙ঐఱᔷึᏐ˹Ͼ֠͊ࠇᅡ௪ʘ௰৷ږ
ᕘߒ 76,897,000 ಥʩ€ഃߒ 7,277,000 ߵᕀ
€ 2020ϋ6˜30˚jߒ59,476,000 ಥʩ€ഃߒ
6,233,000ߵ ᕀf
24. RELATED PARTIES TRANSACTIONS AND
BALANCES
(a)In addition to the transactions and balances detailed elsewhere in the condensed consolidated financial statements, the Group had the following transactions and balances with related parties during the period:
24. 關連方交易及結餘
(a)
ৰ͉ᔊၝΥৌਕజڌՉ˼ʱה༉ࠑٙʹ ʿഐቱ̮d͉ණྠಂʫၾᗫஹɛɻϞ˸ ɨʹʿഐቱj
(i) During the six months ended 31 December 2020, rental income received from Ever Depot Limited ("Ever Depot") amounted to approximately HK$14,090,000 (six months ended 31 December 2019: approximately HK$10,721,000);
(i) ࿚Ї 2020ϋ12˜31 ˚˟ʬࡈ˜ಂ ගdϗ՟͑ၳϞࠢʮ̡€˜͑ၳ™ʘॡ ږϗɝߒ 14,090,000 ಥʩ€࿚Ї 2019 ϋ12˜31 ˚˟ʬࡈ˜jߒ 10,721,000 ಥ ʩi
(ii) During the six months ended 31 December 2020, the Group incurred interest expenses of approximately HK$1,502,000 (six months ended 31 December 2019: approximately HK$1,502,000) to Trillion Trophy;
(iii) During the six months ended 31 December 2020, the Company and Oriental Rainbow entered into a sale and purchase agreement to sell partial interests of BCP and BCSL and amount of loan as shall be outstanding and owing by BCP to the Company to be assigned to Oriental Rainbow at the aggregate consideration of HK$56,200,000;
(ii) ࿚Ї 2020 ϋ 12 ˜ 31 ˚˟ʬࡈ˜ ಂගd͉ණྠ˕˹лࢹ˕̈ߒ 1,502,000 ಥʩʚ Trillion Trophy€࿚ Ї 2019 ϋ 12 ˜ 31 ˚˟ʬࡈ˜jߒ 1,502,000ಥ ʩi
(iii) ࿚Ї 2020ϋ12˜31 ˚˟ʬࡈ˜ಂ ගd͉ʮ̡ၾ؇ᎎࠈͭ൯ርᙄdኽ Ϥd̈ਯ΅BCPʿBCSLʘᛆूʿᔷ ᜫʚ؇ᎎʘBCP͊Ꮅᒔʿഐ˞͉ʮ̡ ʘ൲ಛږᕘdᐼ˾ᄆ56,200,000ಥʩ;
(iv) As at 31 December 2020, the outstanding principal amount and interest payable to Trillion Trophy were approximately HK$66,197,000 (30 June 2020: approximately HK$66,197,000) and approximately HK$8,379,000 (30 June 2020: approximately HK$6,877,000);
(iv) 2020 ϋ 12 ˜ 31˚dᏐ˹Trillion Trophy ʘ͊Ꮅᒔ͉ږʿлࢹʱйߒ
66,197,000 ಥʩ€ 2020 ϋ 6 ˜ 30˚j
ߒ66,197,000 ಥʩʿߒ 8,379,000ಥ
ʩ€ 2020ϋ6˜30˚jߒ6,877,000ಥ ʩi
(v) As at 31 December 2020, the lease liabilities to Graticity Real Estate Development Co., Ltd. ("GRED") was approximately HK$4,627,000, (equivalent to approximately US$593,000) (30 June 2020: approximately HK$4,632,000, equivalent to approximately US$594,000);
(v) 2020ϋ12˜31 ˚dᏐ˹ʚ Graticity Real Estate Development Co., Ltd. €˜GRED ™ʘॡ༣ࠋවߒ 4,627,000ಥ ʩ€ഃߒ 593,000ߕ ʩ€ 2020ϋ6 ˜30˚jߒ4,632,000 ಥʩ€ഃߒ 594,000ߕ ʩi
(vi) As at 31 December 2020, the interest payable to GRED was approximately HK$44,000 (30 June 2020: approximately HK$275,000); and
(vi) 2020 ϋ 12 ˜ 31 ˚dᏐ˹лࢹʚ GRED ߒ 44,000 ಥʩ€ 2020 ϋ 6 ˜ 30 ˚jߒ275,000ಥ ʩiʿ
(vii) As at 31 December 2020, the amount due to Oriental Rainbow was approximately HK$222,615,000 (30 June 2020: nil).
(vii) 2020 ϋ 12 ˜ 31 ˚dᏐ˹؇ᎎʘಛ ධߒ 222,615,000 ಥʩ€ 2020ϋ6˜30 ˚jೌf
24. RELATED PARTIES TRANSACTIONS AND BALANCES (Continued)
24. 關連方交易及結餘€ᚃ
(b)
Compensation of key management personnel
主要管理層人士之薪酬
The remuneration of the Directors who are also
ԫ€͵މ˴ࠅ၍ଣᄴϓࡰಂʫʘᑚཇν
identified as members of key management during
ɨj
the periods was as follows:
(b)
Six months ended
31 December 截至12月31日止六個月
Salaries and other short-term employee benefits Share-based payments expense
ᑚږʿՉ˼ಂ྇ࡰ၅л ˸ٰ΅މਿᓾʘ˹ಛ˕̈
The remuneration of the Directors is determined by the remuneration committee of the Company and the Board having regard to the performance of individuals and market trends.
4,312 3,807
2019 2019ϋ
HK$'000 ɷಥʩ
(Unaudited)
€͊ᄲࣨ
547 607
4,859 4,414
ԫʘᑚཇ͉͟ʮ̡ʘᑚཇ։ࡰึʿԫึϽ ᅇ־ഃʘࡈɛڌତʿ̹ఙᒈැܝᔾ֛f
25. FAIR VALUE MEASUREMENTS
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following disclosures of fair value measurements use a fair value hierarchy that categorises into three levels the inputs to valuation techniques used to measure fair value:
25. 公平值計量
ʮ̻࠽ʘ່֛މ̹ఙਞၾ٫ࠇඎ˚ಂආБʘϞ
ҏʹʕ̈ਯ༟ପהϗ՟אᔷᜫࠋවה˕˹ʘᄆ
ࣸf˸ɨʮ̻࠽ࠇඎמᚣԴ͜ʘʮ̻࠽ᄴॴdਗ਼
ࠇඎʮ̻࠽ ה͜ʘП࠽Ҧஔה͜፩ɝᅰኽʱމɧ
ࡈഃॴj
Level 1 inputs: quoted prices (unadjusted) in active
markets for identical assets or liabilities that the Group
can access at the measurement date.
Level 2 inputs: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.
ୋɓॴ፩ɝᅰኽj͉ණྠࠇඎ˚ಂ̙˸՟ٙ Ν༟ପאࠋවݺᚔ̹ఙʘజᄆ€͊ሜf
ୋɚॴ፩ɝᅰኽjఱ༟ପאࠋවٜટאගટή̙ ᝈ࿀ʘ፩ɝᅰኽ€ୋɓॴʫܼ̍ٙజᄆৰ̮f
Level 3 inputs: unobservable inputs for the asset or liability.
The Group's policy is to recognise transfers into and transfers out of any of the three levels as of the date of the event or change in circumstances that caused the transfer.
ୋɧॴ፩ɝᅰኽj༟ପאࠋවٙʔ̙ᝈ࿀፩ɝᅰ ኽf ͉ණྠʘ݁ഄމᆽႩ࿚Їԫධאًرᜊਗኬߧ ༈ᔷʘ˚ಂ˟༈ഃɧࡈഃॴʘОᔷɝʿᔷ̈f
25. | FAIR VALUE MEASUREMENTS (Continued) | 25. | 公平值計量€ᚃ |
(a) Disclosures of level in fair value hierarchy | (a) 公平值層級披露 |
ࠑ
Description
Recurring fair value measurements:
Investment properties
Commercial and residential - Cambodia
經常性公平值計量：
ҳ༟يุ ਠุʿИσ
Ñݕࡼ
Derivative financial instruments ࠃ͛ږፄʈՈ
Total recurring fair value measurements
੬ʮ̻࠽ࠇඎ ᐼᕘ
€ᄲࣨ
HK$'000 ɷಥʩ
(Audited)
Level 1 ୋɓॴ
Total | |
總計 | |
As at 31 December | |
Level 3 | 2020 |
第三級 | 於2020年12月31日 |
HK$'000 | HK$'000 |
千港元 | 千港元 |
(Unaudited) | (Unaudited) |
（未經審核） | （未經審核） |
- | 514,878 |
20,248 | 20,248 |
20,248 | 535,126 |
Fair value measurements using | Total |
Դ͜˸ɨ፩ɝᅰኽʘʮ̻࠽ࠇඎ | ᐼࠇ |
Level 3 | As at 30 June 2020 |
ୋɧॴ | 2020ϋ6˜30˚ |
HK$'000 | HK$'000 |
ɷಥʩ | ɷಥʩ |
(Audited) | (Audited) |
€ᄲࣨ | €ᄲࣨ |
- | 530,634 |
5,483 | 5,483 |
5,483 | 536,117 |
- -
Level 2 ୋɚॴ
HK$'000 ɷಥʩ
(Audited)
€ᄲࣨ
530,634 -
-
530,634
25.
FAIR VALUE MEASUREMENTS (Continued)
(b) Reconciliation of assets measured at fair value based on level 3:
At 1 July 2019 Acquisition of a subsidiary
Fair value gain recognised in profit or loss Exchange realignment
25. 公平值計量€ᚃ
(b) 根據第三級按公平值計量之資產對賬：
Derivative financial instruments ࠃ͛ږፄʈՈ
HK$'000 ɷಥʩ
2019ϋ7˜1˚ ϗᒅڝ᙮ʮ̡
- -
ฦूᆽႩʘʮ̻࠽ϗू 5,544
ිгሜ (61)At 30 June 2020 (audited)
Fair value gain recognised in profit or loss Exchange realignment
2020ϋ6˜30˚€ ᄲ ࣨ 5,483
ฦूᆽႩʘʮ̻࠽ϗू 13,741
ිгሜ 1,024
At 31 December 2020 (unaudited)
2020ϋ12˜31 ˚€͊ᄲࣨ 20,248
25.
公平值計量€ᚃ | ||
(c) | Disclosure of valuation process used by the | (c) 本集團所採用的估值程序及公平值計量所採 |
Group and valuation techniques and inputs | 用的估值技術及輸入數據的披露 | |
used in fair value measurements | ||
The Group's finance team is responsible for the | ͉ණྠٙৌਕࠋபఱৌਕజѓආБהცٙ | |
fair value measurements of assets and liabilities | ༟ପʿࠋවʘʮ̻࠽ࠇඎ€ܼ̍ୋɧॴʮ̻ | |
required for financial reporting purposes, including | ࠽ࠇඎfৌਕᐼ္ఱϤഃʮ̻࠽ࠇඎٜટ | |
level 3 fair value measurements. The chief financial | Σԫึිజfৌਕᐼ္ၾԫึ֛ಂীሞ | |
officer reports directly to the Board for these fair | П࠽ҏʿϞᗫഐ؈f | |
value measurements. Discussions of valuation | ||
processes and results are held between the chief | ||
financial officer and the Board on a regular basis. | ||
Level 3 fair value measurements | 第三級公平值計量 |
FAIR VALUE MEASUREMENTS (Continued)
Description 描述
Derivative financial instruments, profit guarantee ࠃ͛ږፄʈՈ Ñ๐лڭᗇ
Valuation technique 估值技術
Unobservable inputs
不可觀察輸入數據 範圍
Income approachProbabilities on contingent compensation
ϗɝج
א್ሦᎵʘዚึଟ 4%Ї25% -4%Ї-25%
Level 2 fair value measurements
Range
4% to 25% -4% to -25%
Description 描述
Valuation technique 估值技術
Commercial and residential investment properties ਠุʿИσҳ༟يุ
Market comparable approach ̹ఙˢ༰ج
25.
Effect on fair value for increase of input 輸入數據增加對 公平值的影響
Increase Decrease
ᄣ̋ ಯˇ
第二級公平值計量
Inputs 輸入數據
Price per square meter
Fair value 公平值
Fair value 公平值
ӊ̻˙Ϸᄆࣸ
26.
EVENT AFTER THE REPORTING PERIOD
On 15 January 2021, the Company entered into subscription agreements with Global Mineral Resources Holdings Ltd and Join Surplus International Ltd., pursuant to which the Company conditionally agreed to issue 541,000,000 new shares to Global Mineral Resources Holdings Ltd and 521,576,000 new shares to Join Surplus International Ltd. at the subscription price of HK$0.13175 per share to set off against the outstanding loan due to the respective parties in aggregate of approximately HK$140 million. The completion of the subscription took place on 21 January 2021. For details of the subscription, please refer to the announcements of the Company dated 15 January 2021 and 21 January 2021.
26. 報告期後事項
2021 ϋ 1 ˜ 15 ˚d͉ʮ̡ၾ Global Mineral Resources Holdings LtdʿጧޮყϞࠢʮ̡ࠈ ͭႩᒅᙄdኽϤd͉ʮ̡ϞૢήΝจʱйΣ Global Mineral Resources Holdings Ltdʿጧޮ ყϞࠢʮ̡೯Б541,000,000ٰʿ521,576,000ٰ อٰ΅dႩᒅᄆމӊٰ0.13175ಥʩd˸תቖഐ˞ ־ഃʘ͊Ꮅᒔ൲ಛΥߒ140,000,000ಥʩfႩᒅ ԫධʊ2021ϋ1˜21 ˚ҁϓfϞᗫႩᒅԫධʘ ༉ઋdሗਞቡ͉ʮ̡˚ಂʱйމ 2021ϋ1˜15˚ ʿ2021ϋ1˜21˚ʘʮѓf
OTHER INFORMATION
其他資料
INTERIM DIVIDEND
The Board has resolved not to declare an interim dividend for the six months ended 31 December 2020 (six months ended 31 December 2019: nil).
中期股息 ԫึʊӔᙄʔ܁ݼ࿚Ї2020ϋ12˜31˚˟ʬࡈ˜ ʘʕಂٰࢹ€࿚Ї2019ϋ12˜31˚˟ʬࡈ˜jೌf
DIRECTORS' INTERESTS AND SHORT POSITIONS IN SHARE, UNDERLYING SHARES AND DEBENTURES
As at 31 December 2020, the interests and short positions of the directors and chief executive of the Company in the shares, underlying shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company under section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") set out in Appendix 10 to the Listing Rules were as follows:
董事於股份、相關股份及債權證之權益及淡倉
2020ϋ12˜31˚d͉ʮ̡ʘԫʿ௰৷Б݁ɛࡰ ͉ ʮ ̡ א Չ ᑌ ج ྠ€֛ ່ Ԉ ᗇ Վ ʿ ಂ ૢ Է ୋ XV ʘٰ΅eᗫٰ΅ʿවᛆᗇʕdኹϞ͉ʮ̡ ࣬ኽᗇՎʿಂૢԷୋ352ૢπໄʘ೮া̅ʫה াʘᛆूʿ૱ࡑdא࣬ኽɪ̹ۆڝɤה༱ʘ ɪ̹೯БɛԫආБᗇՎʹٙᅺςۆ'€˜ᅺ ςۆ™ʘ֛Ͼٝึ͉ʮ̡ʿᑌʹהʘᛆूʿ૱ ࡑνɨu
Long positions in the shares and the underlying shares of the Company:
Name of director 董事名稱
Capacity and nature of interest 身份及權益性質
於本公司股份及相關股份的好倉﹕
Number of underlying shares held 所持相關 股份數目
Approximate percentage of the Company's issued share capital
(Note (i))Note ڝൗ
佔本公司已發行 股本之概約 百分比 (ڝൗ(i))
Mr. Zhao Wenqing
Ⴛ˖͛
Beneficial owner ྼूኹϞɛ
66,804,124 (ii) 0.37%
Mr. Huang Dongfeng ර؇ࠬ͛
Beneficial owner ྼूኹϞɛ
66,804,124 (ii) 0.37%
Notes:
The approximate percentage of the Company's issued share capital was calculated on the basis of 18,226,422,508 shares of the Company in issue as at 31 December 2020.
ڝൗj
(i)
(i)
Ц͉ʮ̡ʊ೯Бٰ͉ʘ฿ߒϵʱˢɗਿ͉ʮ̡ 2020ϋ12˜31˚ʘ18,226,422,508ٰʊ೯Бٰ ΅ࠇၑf
其他資料€ᚃ
DIRECTORS' INTERESTS AND SHORT POSITIONS IN SHARE, UNDERLYING SHARES AND DEBENTURES (Continued)
Notes: (Continued)
(ii)
This represented the interest in the underlying shares which may be issued upon the exercise of the share options granted by the Company to the Directors on 6 December 2018 pursuant to the Share Option Scheme. The consideration paid by each Director on acceptance of the share options granted was HK$1.00. The exercise price of the share options was HK$0.1084 per share. The share options shall be vested and exercisable in three tranches in accordance with the following dates: (1) approximately one third of the share options granted was vested on the date of grant and exercisable within the period of five years thereafter, i.e., from 6 December 2018 to 5 December 2023 (both dates inclusive); (2) approximately one third of the share options granted shall be vested on the first anniversary of the date of grant and exercisable within the period of four years after being vested, i.e., from 6 December 2019 to 5 December 2023 (both dates inclusive); and (3) the remaining one third of the share options granted shall be vested on the second anniversary of the date of grant and exercisable within the period of three years after being vested, i.e. 6 December 2020 to 5 December 2023 (both dates inclusive).
Upon completion of the rights issue on 23 April 2019, the number of share options owned by each of Mr. Zhao Wenqing and Mr. Huang Dongfeng was adjusted to 66,804,124 to subscribe for 66,804,124 shares, exercisable at an adjusted price of HK$0.09736 per share during a period from 6 December 2018 to 5 December 2023.
董事於股份、相關股份及債權證之權益及淡倉€ᚃ
ڝ ൗj€ᚃ
(ii)
Ϥމ࣬ኽ͉ʮ̡2018ϋ12˜6˚࣬ኽᒅٰᛆࠇ ྌબʚԫʘᒅٰᛆᐏБԴϾ̙ঐ೯Бʘᗫ ٰ΅ٙᛆूfԫટॶʊબ̈ᒅٰᛆࣛʊ ˕˹ʘ˾ᄆމ1.00ಥʩfᒅٰᛆʘБԴᄆމӊٰ 0.1084ಥʩfᒅٰᛆਗ਼ܲɨΐ˚ಂʱɧࡈҭϣᓥ ᙮ʿБԴj(1)ʊબ̈ᒅٰᛆՉʕߒɧʱʘɓٙᒅ ٰᛆʊબ̈˚ಂৎᓥ᙮ʿՉܝʞϋʫ̙Б ԴdуІ2018ϋ12˜6˚Ї2023ϋ12˜5˚€̍ ܼ ҈Շ˂i (2)ʊબ̈ᒅٰᛆՉʕߒɧʱʘɓٙ ᒅٰᛆਗ਼બ̈˚ಂϋৎᓥ᙮ʿᓥ᙮ܝ̬ϋ ʫ̙БԴdуІ 2019ϋ12˜6 ˚Ї 2023ϋ12˜5 ˚€ܼ̍҈Շ˂iʿ(3)ʊબ̈ᒅٰᛆՉቱɧʱ ʘɓٙᒅٰᛆਗ਼બ̈˚ಂՇϋৎᓥ᙮ʿᓥ᙮ ܝɧϋʫ̙БԴdуІ2020ϋ12˜6˚Ї2023ϋ 12˜5 ˚€ܼ̍҈Շ˂f
2019ϋ4˜23 ˚ҁϓԶٰܝdႻ˖͛ʿ ර؇ࠬ͛ІኹϞʘᒅٰᛆᅰͦʊሜމ 66,804,124 ΅ᒅٰᛆd̙ 2018 ϋ12 ˜6 ˚Ї 2023ϋ12˜5˚ಂගܲӊٰٰ΅0.09736ಥʩʘ ሜᄆࣸБԴd̙Ⴉᒅ66,804,124ٰٰ΅f
Save as disclosed above, as at 31 December 2020, none of the directors or chief executive of the Company had registered an interest or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) that was required to be recorded pursuant to section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.
ৰɪ˖המᚣ٫̮d2020ϋ12˜31˚d͉ʮ̡ʘ ԫא௰৷Б݁ɛࡰ฿ೌ͉ʮ̡אՉОᑌج ྠ€່֛Ԉᗇ䁜ʿಂૢԷୋXVʘٰ΅eᗫٰ ΅ʿවᛆᗇʕኹϞ࣬ኽᗇՎʿಂૢԷୋ352ૢʘ ᛆूא૱ࡑdא࣬ኽᅺςۆʘ֛Ͼٝึ͉ʮ ̡ʿᑌʹהʘᛆूא૱ࡑf
其他資料€ᚃ
SHARE OPTION SCHEME
The Share Option Scheme was adopted by the Company at the annual general meeting of the Company held on 30 December 2016. Unless otherwise cancelled or amended, the Share Option Scheme will be valid and effective for a period of ten years commencing on the date of adoption. The purpose of the Share Option Scheme is to enable the Company to grant options to eligible participants as incentives or rewards for their contribution to the Group.
購股權計劃 ͉ʮ̡2016ϋ12˜30˚ᑘБʘ͉ʮٰ̡؇ϋɽ ึɪમॶᒅٰᛆࠇྌfৰڢൗቖאࡌࠈdщۆᒅ ٰᛆࠇྌਗ਼͟મॶ˚ಂৎࠇɤϋಂගϞࣖʿ͛ࣖf ᒅٰᛆࠇྌʘͦٙމԴ͉ʮ̡̙બ̈ᒅٰᛆʚΥ༟ ࣸਞၾ٫dЪމ־ഃ࿁͉ණྠהЪ্ᘠʘᆤᎸאΫ జf
The following table discloses details of the Company's outstanding share options held by the Directors and other employees of the Group during the six months ended 31 December 2020:
ɨڌמᚣ࿚Ї2020ϋ12˜31˚˟ʬࡈ˜ಂගԫ ʿ͉ණྠՉ˼྇ࡰהܵϞʘ͉ʮ̡֠͊БԴʘᒅٰ ᛆ༉ઋj
Name or category of participant 參與者姓名 或類別
Directors: 董事：
Mr. Zhao Wenqing
Ⴛ˖͛
Mr. Huang Dongfeng ර؇ࠬ͛
Date of grant 授出日期
6 December 2018 2018ϋ12˜6˚
6 December 2018 2018ϋ12˜6˚
Exercisable period (both dates inclusive)
行使期(包括首尾兩天）
6 December 2018 to 5 December 2023
2018ϋ12˜6˚Ї2023ϋ12˜5˚
6 December 2019 to 5 December 2023
2019ϋ12˜6˚Ї2023ϋ12˜5˚
6 December 2020 to 5 December 2023
2020ϋ12˜6˚Ї2023ϋ12˜5˚
6 December 2018 to 5 December 2023
2018ϋ12˜6˚Ї2023ϋ12˜5˚
6 December 2019 to 5 December 2023
2019ϋ12˜6˚Ї2023ϋ12˜5˚
6 December 2020 to 5 December 2023
2020ϋ12˜6˚Ї2023ϋ12˜5˚
Exercise price per share 每股行使價
HK$ ಥʩ
0.09736 0.09736 0.09736
0.09736 0.09736 0.09736
Number of share options outstanding as at 1 July 2020 於 2020 年 7 月 1日 尚未行使之 購股權數目
Number of share options outstanding as at 31 December 2020 於 2020 年 12 月 31 日 尚未行使之 購股權數目
22,268,042 22,268,042
22,268,041 22,268,041
22,268,041 22,268,041
22,268,042 22,268,042
22,268,041 22,268,041
22,268,041 22,268,041
133,608,248 133,608,248
其他資料€ᚃ
SHARE OPTION SCHEME (Continued)
Name or category ofparticipant 參與者姓名 或類別
Employees 僱員
Date of grant 授出日期
Exercisable period (both dates inclusive)
行使期(包括首尾兩天）
購股權計劃€ᚃ
6 December 2018 2018ϋ12˜6˚
6 December 2018 to 5 December 2023
2018ϋ12˜6˚Ї2023ϋ12˜5˚
6 December 2019 to 5 December 2023
2019ϋ12˜6˚Ї2023ϋ12˜5˚
6 December 2020 to 5 December 2023
2020ϋ12˜6˚Ї2023ϋ12˜5˚
Exercise price per share 每股行使價
Number of | Number of | |
share options | share options | |
outstanding | outstanding | |
as at | as at | |
1 July | 31 December | |
2020 | 2020 | |
於 2020 年 | 於 2020 年 | |
7 月 1日 | 12 月 31 日 | |
尚未行使之 | 尚未行使之 | |
購股權數目 | 購股權數目 | |
0.09736 | 66,804,123 | 66,804,123 |
0.09736 | 66,804,124 | 66,804,124 |
0.09736 | 66,804,123 | 66,804,123 |
200,412,370 | 200,412,370 | |
334,020,618 | 334,020,618 |
HK$ ಥʩ
Notes:
(i) The vesting period of the share options is from the date
of grant until the commencement date of the exercise
period.
(ii) During the six months ended 31 December 2020, no options were granted, exercised, lapsed or cancelled under the Share Option Scheme.
(iii) As a result of the rights issue which was completed on 23 April 2019, the exercise price of the share options was adjusted from HK$0.1084 to HK$0.09736 under the Share Option Scheme and the supplementary guidance regarding adjustment of share options under Rule 17.03(13) of the Listing Rules. The number of shares of the Company that will fall to be issued upon exercise of the outstanding share options were also adjusted accordingly.
Further details of the Share Option Scheme were set out in 2020 annual report of the Group dated 30 September 2020.
ڝൗj
(i) ᒅٰᛆʘᓥ᙮ಂɗ͟બ̈˚ಂৎٜЇБԴಂක ˚މ˟f
(ii) ࿚Ї2020ϋ12˜31˚˟ʬࡈ˜d฿ೌᒅٰᛆ࣬ኽ ᒅٰᛆࠇྌબ̈eБԴḛࣖאൗቖf
(iii) ͟Զٰʊ2019ϋ4˜23 ˚ҁϓdᒅٰᛆʘБ Դᄆʊ࣬ኽᒅٰᛆࠇྌʿɪ̹ۆୋ17.03(13)ૢ Ϟᗫሜᒅٰᛆʘܸ̂ˏ͟0.1084ಥʩሜЇ 0.09736 ಥʩf͊БԴᒅٰᛆᐏБԴܝਗ਼ʚ೯Б ʘ͉ʮٰ̡΅ᅰͦ͵ʊЪ̈Ꮠሜf
ϞᗫᒅٰᛆࠇྌʘආɓӉ༉ઋʊ༱͉ණྠ˚ಂމ 2020ϋ9˜30˚ʘ2020ϋϋజʫf
其他資料€ᚃ
DIRECTORS' RIGHTS TO ACQUIRE SHARES OR DEBENTURES OF THE COMPANY AND ASSOCIATED CORPORATION
Save as disclosed under the section headed "DIRECTORS' INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES" and "SHARE OPTION SCHEME" above, at no time during the six months ended 31 December 2020 was the Company or any of its subsidiaries a party to any arrangements to enable any Directors to acquire benefits by means of the acquisition of shares, or debentures of the Company or any other body corporate, and none of the Directors or their spouses or minor children had any rights to subscribe for the securities of the Company, or had exercised any such rights during the six months ended 31 December 2020.
董事購入本公司及相聯法團股份或債權證之權利
ৰɪ˖˜ԫٰ΅eᗫٰ΅ʿවᛆᗇʘᛆूʿ ૱ࡑ™ʿ˜ᒅٰᛆࠇྌ™ືהמᚣ٫̮d࿚Ї 2020 ϋ12˜31˚˟ʬࡈ˜ಂගd͉ʮ̡אОՉڝ᙮ʮ ̡฿ೌࠈͭОτરdߧԴԫ̙ᔟᒅɝ͉ʮ̡א ОՉ˼جɛྠʘٰ΅אවᛆᗇϾᐏ՟лूf͵ ೌ͉ʮ̡ԫא־ഃʘৣਅא͊ϓϋɿɾϞᛆႩᒅ ͉ʮ̡ᗇՎdא࿚Ї2020ϋ12˜31˚˟ʬࡈ˜ಂ ගБԴО༈ഃᛆлf
其他資料€ᚃ
INTERESTS AND SHORT POSITIONS OF SHAREHOLDERS DISCLOSEABLE UNDER THE SFO
As at 31 December 2020, so far as is known to the Directors, the following person or corporation (other than a Director or chief executive of the Company) had, or were deemed to have an interest or short positions in the shares or underlying shares of the Company as recorded in the required to be kept by the Company pursuant to section 336 of the SFO:
根據證券及期貨條例股東須予披露的權益及淡倉
2020ϋ12˜31˚dఱԫהٝd˸ɨɛɻאجྠ €ৰԫא͉ʮ̡ٙ৷ॴБ݁ɛࡰ̮͉ʮ̡ʘٰ ΅אᗫٰ΅ʕኹϞאൖЪኹϞ͉ʮ̡࣬ኽᗇ ՎʿಂૢԷୋ336ૢ֛πໄٙ೮া̅הাٙ ᛆूא૱ࡑj
Approximate percentage of the
Number of | Company's issued | |||
Shares interested | share capital | |||
(Note (i)) | 佔本公司 | |||
擁有權益 | 已發行 | |||
Name of shareholder | Capacity and nature of interest | 之股份數目 | Notes | 股本之 |
股東名稱 | 身份及權益性質 | €ڝൗ(i) | ڝൗ | 概約百分比 |
Trillion Trophy | Beneficial owner | 5,425,000,000 | (ii) | 29.76% |
ྼूኹϞɛ | ||||
Wealthy Associates International Limited | Interest of controlled corporation | 5,425,000,000 | (ii) | 29.76% |
("Wealthy Associates") | աછՓجྠᛆू | |||
Mr. Suen Cho Hung, Paul ("Mr. Suen") | Interest of controlled corporation | 5,425,000,000 | (ii) | 29.76% |
ݳ͛ ˜( ͛™) | աછՓجྠᛆू | |||
Ever Depot | Beneficial owner | 4,539,161,000 | (iii) | 24.90% |
͑ၳ | ྼूኹϞɛ | |||
GRED | Interest of controlled corporation | 4,539,161,000 | (iii) | 24.90% |
աછՓجྠᛆू | ||||
Mr. Vong Pech | Interest of controlled corporation | 4,539,161,000 | (iii) | 24.90% |
Vong Pech͛ | աછՓجྠᛆू | |||
Dragon Villa Limited ("Dragon Villa") | Beneficial owner | 3,294,366,000 | (iv) | 18.07% |
҃ᎲϞࠢʮ̡ ˜( ҃Ꮂ™) | ྼूኹϞɛ | |||
Mr. Lei Sutong | Interest of controlled corporation | 3,294,366,000 | (iv) | 18.07% |
ཤ९Ν͛ | աછՓجྠᛆू |
其他資料€ᚃ
INTERESTS AND SHORT POSITIONS OF SHAREHOLDERS DISCLOSEABLE UNDER THE SFO (Continued)
Notes:
(i) All the above interests in the shares of the Company were long positions.
根據證券及期貨條例股東須予披露的權益及淡倉 €ᚃ
ڝൗj
(i) הϞɪࠑʘ͉ʮٰ̡΅ᛆूѩމλࡑf
(ii) Trillion Trophy is a wholly-owned subsidiary of Wealthy Associates which in turn is wholly-owned by Mr. Suen. Accordingly, Wealthy Associates and Mr. Suen are deemed to be interested in the 5,425,000,000 shares held through Trillion Trophy under the SFO.
(iii) Ever Depot is a wholly-owned subsidiary of GRED which in turn is wholly-owned by Mr. Vong Pech. Accordingly, GRED and Mr. Vong Pech are deemed to be interested in the 4,539,161,000 shares held through Ever Depot under the SFO.
(iv) Dragon Villa is wholly-owned by Mr. Lei Sutong. Accordingly, Mr. Lei Sutong is deemed to be interested in the 3,294,366,000 shares held through Dragon Villa under the SFO.
(ii) Trillion TrophyމWealthy Associates ʘΌ༟ڝ ᙮ʮ̡dϾ Wealthy Associates ۆ͛͟Ό ༟ኹϞfΪϤd Wealthy Associates ʿ͛࣬ ኽᗇՎʿಂૢԷൖމீཀ Trillion Trophy 5,425,000,000ٰٰ΅ʕኹϞᛆूf
(iii) ͑ၳމ GRED ʘΌ༟ڝ᙮ʮ̡dϾ GRED ۆ͟ Vong Pech ͛Ό༟ኹϞfΪϤd GREDʿVong Pech͛࣬ኽᗇՎʿಂૢԷൖމீཀ͑ၳ 4,539,161,000ٰٰ΅ʕኹϞᛆूf
(iv) ҃Ꮂ͟ཤ९Ν͛Ό༟ኹϞfΪϤdཤ९Ν ͛࣬ኽᗇՎʿಂૢԷൖމீཀ҃Ꮂ 3,294,366,000ٰٰ΅ʕኹϞᛆूf
Save as disclosed above, the Company had not been notified of any other relevant interests or short positions in the Company's shares and underlying shares as at 31 December 2020 as required pursuant to section 336 of the SFO.
ৰɪ˖המᚣ٫̮d2020ϋ12˜31˚d͉ʮ̡Ԩ ೌᐏٝึ࣬ኽᗇՎʿಂૢԷୋ336ૢʘ֛ʚ מᚣʘ͉ʮٰ̡΅ʿᗫٰ΅ʘОՉ˼ᗫᛆू א૱ࡑf
CORPORATE GOVERNANCE
The Board believes that good corporate governance is crucial to improve the efficiency and performance of the Group and to safeguard the interests of the Shareholders.
企業管治
ԫึڦԄλΆุ၍ط࿁ҷഛ͉ණྠࣖଟၾڌ ତd˸ʿڭღٰ؇лूЇމࠠࠅf
The Company had complied with all the applicable provisions of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules throughout the six months ended 31 December 2020.
࿚Ї2020ϋ12˜31˚˟ʬࡈ˜ࡈಂගʫd͉ʮ ̡ ɓ ٜ ፭ ς ɪ ̹ ۆ ڝ ɤ ̬ ה ༱ ʘΆ ุ ၍ ط ς ۆ'ʘהϞቇ͜ςۆૢ˖f
其他資料€ᚃ
MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS
The Company has adopted the Model Code as its own code of conduct regarding securities transactions by the Directors. Having made specific enquiry with the Directors, all Directors confirmed that they had complied with the required standard set out in the Model Code during the six months ended 31 December 2020.
董事進行證券交易的標準守則
͉ʮ̡ʊમॶᅺςۆЪމՉ͉ԒԫආБᗇՎʹ ʘБމςۆfΣԫЪ̈त֛ݟ༔ܝd־ഃʊ ᆽႩ࿚Ї2020ϋ12˜31˚˟ʬࡈ˜ಂගʊ፭ςᅺ ςۆה༱ʘ֛ۆf
UPDATE ON DIRECTORS' INFORMATION
The following is the updated information of the Directors required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules up to and including 26 February 2021, being the date of this report:
董事資料更新 ɨΐމ࣬ኽɪ̹ۆୋ13.51B(1)ૢʘ֛ʚמᚣ Ϟᗫԫʘһอ༟ٜࣘЇ 2021ϋ2˜26 ˚€ܼ̍༈ ˚dу͉జѓʘ˚ಂj
Mr. Sue Ka Lok resigned as a non-executive director and the chairman of Courage Investment Group Limited ("Courage Investment") (Hong Kong stock code: 1145) on 12 January 2021; and resigned as an executive director of PYI Corporation Limited (Hong Kong stock code: 498) on 3 February 2021. All the aforementioned companies are listed on the Main Board of the Stock Exchange. The shares of Courage Investment are also listed on the Singapore Exchange Securities Trading Limited.
ᘽᆀ͛2021ϋ1˜12˚ᗘۇлҳ༟ණྠϞ ࠢʮ̡€˜ۇлҳ༟™€࠰ಥٰ΅˾j1145ʘڢੂ Б ԫ ʿ ˴ ࢩiʿ 2021ϋ2˜3˚ᗘڭശණྠϞ ࠢʮ̡* (PYI Corporation Limited€) ࠰ಥٰ΅˾j 498ʘੂБԫfɪࠑהϞʮ̡ѩᑌʹה˴ؐɪ ̹fۇлҳ༟ʘٰ΅͵อ̋սᗇՎʹהϞࠢʮ ̡ɪ̹f
* සԶᗆй
其他資料€ᚃ
AUDIT COMMITTEE
As at the date of this report, the audit committee of the Company (the "Audit Committee") comprises three Independent Non-executive Directors, namely Mr. Yeung Chi Tat, Mr. Pun Chi Ping and Ms. Leung Pik Har, Christine. Mr. Yeung Chi Tat is the chairman of the Audit Committee. The condensed consolidated interim financial statements of the Company for the six months ended 31 December 2020 have not been audited, but the Audit Committee has discussed with the management of the Company and the external auditor, ZHONGHUI ANDA CPA Limited, on the appropriateness and consistency of the accounting policies that have been adopted by the Company. In addition, ZHONGHUI ANDA CPA Limited has performed certain checking of accounting treatments and disclosure requirements in accordance with the request of the management regarding the interim results and interim report for the six months ended 31 December 2020 and reported to the management and the Audit Committee accordingly. The condensed consolidated interim financial statements of the Company for the six months ended 31 December 2020 and this report have been reviewed by the Audit Committee and have been duly approved by the Board under the recommendation of the Audit Committee.
審核委員會 ͉జѓ˚ಂd͉ʮ̡ʘᄲࣨ։ࡰึ€˜ᄲࣨ։ࡰ ึ™͟ɧΤዹͭڢੂБԫଡ଼ϓdʱйމเқ༺ ͛eᆙط̻͛ʿ၀ᒳɾɻfเқ༺͛މᄲࣨ ։ࡰึ˴ࢩf͉ʮ̡࿚Ї2020ϋ12˜31˚˟ʬࡈ ˜ʘᔊၝΥʕಂৌਕజڌ͊ᄲࣨdઓᄲࣨ։ࡰ ึᄲቡၾ͉ʮ̡၍ଣᄴʿ̮ࣨᅰࢪʕිτ༺ึࠇ ࢪԫਕהϞࠢʮ̡ʊఱ͉ʮ̡મॶʘึࠇ݁ഄ݊щ Υቇʿ࿏ɓߧආБীሞfϤ̮dʕිτ༺ึࠇࢪ ԫਕהϞࠢʮ̡ʊ࣬ኽ၍ଣᄴʘࠅӋఱ࿚Ї2020ϋ 12˜31˚˟ʬࡈ˜ʘʕಂุᐶʿʕಂజѓආБ߰ʍ ሪͦஈଣʿמᚣ֛ʘᏨݟdԨʊఱϤΣ၍ଣᄴʿ ᄲࣨ։ࡰึЪ̈ිజf͉ʮ̡࿚Ї2020ϋ12˜31˚ ˟ʬࡈ˜ʘᔊၝΥʕಂৌਕజڌʿ͉జѓʊ͟ᄲ ࣨ։ࡰึᄲቡdԨʊ͟ԫึίᄲࣨ։ࡰึʘܔᙄ ɨ͍όҭࡘf
PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES
During the six months ended 31 December 2020, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company's listed securities.
購買、出售或贖回本公司之上市證券
࿚Ї2020ϋ12˜31˚˟ʬࡈ˜ಂගʫd͉ʮ̡א ՉОڝ᙮ʮ̡฿ೌᒅ൯ëਯאᛙΫ͉ʮ̡О ɪ̹ᗇՎf
By Order of the Board
Birmingham Sports Holdings Limited Zhao Wenqing
Chairman
וԫึն 伯明翰體育控股有限公司 ˴ࢩ 趙文清
Hong Kong, 26 February 2021
࠰ಥd2021ϋ2˜26˚
#JSNJOHIBN 4QPSUT )PMEJOHT -JNJUFE ЬጫԃછٰϞࠢʮ̡
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Birmingham Sports Holdings Limited published this content on 29 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2021 08:33:06 UTC.
