Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(Incorporated in Bermuda with limited liability)
(Stock code: 1196)
2019 INTERIM RESULTS ANNOUNCEMENT
The Board of Directors (the "Board") of Realord Group Holdings Limited (the "Company") is pleased to present the unaudited interim results of the Company and its subsidiaries (the "Group") for the six months ended 30 June 2019 as follows:
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
for the six months ended 30 June 2019 | For the six months ended | |||||
30 June | 30 June | |||||
2019 | 2018 | |||||
(Unaudited) | (Unaudited) | |||||
Notes | HK$'000 | HK$'000 | ||||
Revenue | 392,967 | |||||
Goods and services | 206,197 | |||||
Rental income | 5,698 | 9,773 | ||||
Interest | 4,736 | 4,338 | ||||
Total revenue | 3 | 403,401 | 220,308 | |||
Cost of sales | (302,317) | (158,840) | ||||
Gross profit | 101,084 | 61,468 | ||||
Other income | 5A | 13,211 | 1,487 | |||
Other gains and losses | 5B | 505,092 | 680,302 | |||
Selling and distribution expenses | (3,980) | (5,273) | ||||
Administrative expenses | (81,007) | (71,048) | ||||
Share of result of an associate | (1,222) | - | ||||
Finance costs | 6 | (280,354) | (162,671) | |||
PROFIT BEFORE TAX | 252,824 | 504,265 | ||||
Income tax expense | 7 | (195,765) | (157,049) | |||
PROFIT FOR THE PERIOD | 10 | 57,059 | 347,216 | |||
Attributable to: | ||||||
44,486 | ||||||
Owners of the Company | 343,992 | |||||
Non-controlling interests | 12,573 | 3,224 | ||||
57,059 | 347,216 | |||||
Earnings per share | ||||||
3.10 | ||||||
- | Basic (HK cents) | 12 | 27.21 | |||
- | Diluted (HK cents) | 12 | 3.10 | 27.18 | ||
1
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
for the six months ended 30 June 2019
For the six months ended | ||||
30 June | 30 June | |||
2019 | 2018 | |||
(Unaudited) | (Unaudited) | |||
HK$'000 | HK$'000 | |||
PROFIT FOR THE PERIOD | 57,059 | 347,216 | ||
OTHER COMPREHENSIVE EXPENSE | ||||
Item that may be reclassified subsequently to | ||||
profit or loss: | ||||
Exchange differences arising on translation of | ||||
foreign operations | ||||
- subsidiaries | (24,051) | (265,649) | ||
- an associate | 135 | - | ||
OTHER COMPREHENSIVE EXPENSE | ||||
FOR THE PERIOD | (23,916) | (265,649) | ||
TOTAL COMPREHENSIVE INCOME | ||||
FOR THE PERIOD | 33,143 | 81,567 | ||
Attributable to: | ||||
Owners of the Company | 19,949 | 78,297 | ||
Non-controlling interests | 13,194 | 3,270 | ||
33,143 | 81,567 | |||
2
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June 2019
As at | As at | |||
30 June | 31 December | |||
2019 | 2018 | |||
(Unaudited) | (Audited) | |||
Notes | HK$'000 | HK$'000 | ||
NON-CURRENT ASSETS | 99,620 | |||
Property, plant and equipment | 100,521 | |||
Right-of-use assets | 78,743 | - | ||
Prepaid lease payments | - | 4,968 | ||
Investment properties | 13 | 10,099,503 | 9,081,879 | |
Goodwill | 87,390 | 28,497 | ||
Other intangible asset | 250,673 | 13,369 | ||
Investment in an associate | 14 | - | 66,122 | |
Equity instrument at fair value through | - | |||
other comprehensive income | 31,048 | |||
Prepayments, deposits and other receivables | 12,676 | 82,930 | ||
10,628,605 | 9,409,334 | |||
CURRENT ASSETS | ||||
127,975 | ||||
Inventories | 146,170 | |||
Trade receivables | 15 | 325,861 | 455,015 | |
Receivables arising from securities broking | 15 | 101,539 | 99,832 | |
Prepaid lease payments | - | 114 | ||
Prepayments, deposits and other receivables | 523,248 | 306,112 | ||
Tax recoverable | 3,737 | 3,463 | ||
Financial assets at fair value through | 7,139 | |||
profit or loss | 16 | 96,631 | ||
Cash held on behalf of clients | 163,946 | 8,454 | ||
Bank balances and cash | 986,970 | 896,544 | ||
2,240,415 | 2,012,335 | |||
CURRENT LIABILITIES | ||||
69,411 | ||||
Trade payables | 17 | 223,016 | ||
Payables arising from securities broking | 17 | 172,529 | 19,645 | |
Lease liabilities | 40,124 | - | ||
Contract liabilities | 4,511 | 4,832 | ||
Other payables and accruals | 155,650 | 100,282 | ||
Bank borrowings and overdrafts | 20 | 844,905 | 496,953 | |
Amounts due to related parties | 18 | 70,755 | 78,524 | |
Tax payable | 16,510 | 10,583 | ||
1,374,395 | 933,835 | |||
NET CURRENT ASSETS | 866,020 | 1,078,500 | ||
TOTAL ASSETS LESS CURRENT | ||||
LIABILITIES | 11,494,625 | 10,487,834 | ||
3
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Continued)
as at 30 June 2019
As at | As at | |||
30 June | 31 December | |||
2019 | 2018 | |||
(Unaudited) | (Audited) | |||
Notes | HK$'000 | HK$'000 | ||
EQUITY | ||||
Share capital | 19 | 143,821 | 143,571 | |
Reserves | 2,314,795 | 2,734,877 | ||
Equity attributable to owners of | ||||
the Company | 2,458,616 | 2,878,448 | ||
Non-controlling interests | 195,909 | 53,978 | ||
2,654,525 | 2,932,426 | |||
NON-CURRENT LIABILITIES | ||||
Deferred tax liabilities | 569,906 | 377,442 | ||
Lease liabilities | 34,093 | - | ||
Loans from ultimate holding company | 21 | 812,931 | 821,460 | |
Amount due to ultimate holding company | 18 | 87,785 | - | |
Promissory notes | - | 1,492,460 | ||
Bank borrowings | 20 | 7,335,385 | 4,864,046 | |
8,840,100 | 7,555,408 | |||
11,494,625 | 10,487,834 | |||
4
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
for the six months ended 30 June 2019
-
BASIS OF PREPARATION
The condensed consolidated financial statements have been prepared in accordance with Hong Kong Accounting Standard 34 (HKAS 34) Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA") as well as with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). - PRINCIPAL ACCOUNTING POLICIES
The condensed consolidated financial statements have been prepared on the historical cost basis except for certain properties and financial instruments, which are measured at revalued amounts or fair values, as appropriate.
Other than changes in accounting policies resulting from application of new and amendments to Hong Kong Financial Reporting Standards ("HKFRSs"), the accounting policies and methods of computation used in these condensed consolidated financial statements for the six months ended 30 June 2019 are the same as those presented in the Group's annual financial statements for the year ended 31 December 2018.
Application of new and amendments to HKFRSs
In the current interim period, the Group has applied, for the first time, the following new and amendments to HKFRSs issued by the HKICPA, which are mandatory effective for the annual period beginning on or after 1 January 2019 for the preparation of the Group's condensed consolidated financial statements.
HKFRS 16 HK(IFRIC)-Int 23 Amendments to HKFRS 9 Amendments to HKAS 19 Amendments to HKAS 28 Amendments to HKFRSs
Leases
Uncertainty over Income Tax Treatments Prepayment Features with Negative Compensation Plan Amendment, Curtailment or Settlement Long-term Interests in Associates and Joint Ventures Annual Improvements to HKFRSs 2015-2017 Cycle
Except as discribed below, the application of the new and amendments to HKFRSs in the current period has had no material impact on the Group's performance and financial positions for the current and prior periods and/or on the disclosures set out in these condensed consolidated financial statements
5
2. PRINCIPAL ACCOUNTING POLICIES (Continued) Application of new and amendments to HKFRSs (Continued)
2.1 Impacts and changes in accounting policies of application on HKFRS 16 Leases
The Group has applied HKFRS 16 for the first time in the current interim period. HKFRS 16 superseded HKAS 17 Leases ("HKAS 17"), and the related interpretations.
2.1.1 Key changes in accounting policies resulting from application of HKFRS 16
The Group applied the following accounting policies in accordance with the transition provisions of HKFRS 16.
Definition of a lease
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
For contracts entered into or modified on or after the date of initial application, the Group assesses whether a contract is or contains a lease based on the definition under HKFRS 16 at inception or modification date. Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed.
As a lessee Short-termleases
The Group applies the short-term lease recognition exemption to leases of office equipment and plant and machinery that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. Lease payments on short-term leases are recognised as expense on a straight- line basis over the lease term.
6
2. PRINCIPAL ACCOUNTING POLICIES (Continued) Application of new and amendments to HKFRSs (Continued)
2.1 Impacts and changes in accounting policies of application on HKFRS 16 Leases (Continued)
2.1.1 Key changes in accounting policies resulting from application of HKFRS 16 (Continued)
As a lessee (Continued) Right-of-useassets
Except for short-term leases, the Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Except for those that are classified as investment properties and measured under fair value model, right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.
The cost of right-of-use asset includes:
- the amount of the initial measurement of the lease liability;
- any lease payments made at or before the commencement date, less any lease incentives received;
- any initial direct costs incurred by the Group; and
- an estimate of costs to be incurred by the Group in dismantling and removing the underlying assets, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
Right-of-use assets in which the Group is reasonably certain to obtain ownership of the underlying leased assets at the end of the lease term is depreciated from commencement date to the end of the useful life. Otherwise, right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term.
7
2. PRINCIPAL ACCOUNTING POLICIES (Continued) Application of new and amendments to HKFRSs (Continued)
2.1 Impacts and changes in accounting policies of application on HKFRS 16 Leases (Continued)
2.1.1 Key changes in accounting policies resulting from application of HKFRS 16 (Continued)
As a lessee (Continued) Right-of-useassets (Continued)
The Group presents right-of-use assets that do not meet the definition of investment property as a separate line item on the condensed consolidated statement of financial position. The right-of-use assets that meet the definition of investment property and presented within "investment properties".
Leasehold land and building
For payments of a property interest which includes both leasehold land and building elements, the entire property is presented as property, plant and equipment of the Group when the payments cannot be allocated reliably between the leasehold land and building elements.
Refundable rental deposits
Refundable rental deposits paid are accounted under HKFRS 9 Financial Instruments ("HKFRS 9") and initially measured at fair value. Adjustments to fair value at initial recognition are considered as additional lease payments and included in the cost of right-of-use assets.
Lease liabilities
At the commencement date of a lease, the Group recognises and measures the lease liability at the present value of lease payments that are unpaid at that date. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable.
The lease payments include:
- fixed payments (including in-substance fixed payments) less any lease incentives receivable;
- variable lease payments that depend on an index or a rate;
- amounts expected to be paid under residual value guarantees;
8
2. PRINCIPAL ACCOUNTING POLICIES (Continued) Application of new and amendments to HKFRSs (Continued)
2.1 Impacts and changes in accounting policies of application on HKFRS 16 Leases (Continued)
2.1.1 Key changes in accounting policies resulting from application of HKFRS 16 (Continued)
As a lessee (Continued) Lease liabilities (Continued)
- the exercise price of a purchase option reasonably certain to be exercised by the Group; and
- payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate.
After the commencement date, lease liabilities are adjusted by interest accretion and lease payments.
The Group remeasures lease liabilities (and makes a corresponding adjustment to the related right-of-use assets) when the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the related lease liability is remeasured by discounting the revised lease payments using a revised discount rate at the date of reassessment.
Lease modifications
The Group accounts for a lease modification as a separate lease if:
- the modification increases the scope of the lease by adding the right to use one or more underlying assets; and
- the consideration for the leases increases by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the circumstances of the particular contract.
For a lease modification that is not accounted for as a separate lease, the Group remeasures the lease liability based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.
9
2. PRINCIPAL ACCOUNTING POLICIES (Continued) Application of new and amendments to HKFRSs (Continued)
2.1 Impacts and changes in accounting policies of application on HKFRS 16 Leases (Continued)
2.1.1 Key changes in accounting policies resulting from application of HKFRS 16 (Continued)
As a lessor
Allocation of consideration to components of a contract
Effective on 1 January 2019, the Group applies HKFRS 15 Revenue from Contracts with Customers ("HKFRS 15") to allocate consideration in a contract to lease and non-lease components. Non-lease components are separated from lease component on the basis of their relative stand-alone selling prices.
Refundable rental deposits
Refundable rental deposits received are amounted under HKFRS 9 and initially measured at fair value. Adjustments to fair value at initial recognition are considered as additional lease payments from lessees.
Lease modification
The Group accounts for a modification to an operating lease as a new lease from the effective date of the modification, considering any prepaid or accrued lease payments relating to the original lease as part of the lease payments for the new lease.
10
2. PRINCIPAL ACCOUNTING POLICIES (Continued) Application of new and amendments to HKFRSs (Continued)
2.1 Impacts and changes in accounting policies of application on HKFRS 16 Leases (Continued)
2.1.2 Transition and summary of effects arising from initial application of HKFRS 16
Definition of a lease
The Group has elected the practical expedient to apply HKFRS 16 to contracts that were previously identified as leases applying HKAS 17 and HK(IFRIC)-Int 4 Determining whether an Arrangement contains a Lease and not apply this standards to contracts that were not previously identified as containing a lease. Therefore, the Group has not reassessed contracts which already existed prior to the date of initial application.
For contracts entered into or modified on or after 1 January 2019, the Group applies the definition of a lease in accordance with the requirements set out in HKFRS 16 in assessing whether a contract contains a lease.
As a lessee
The Group has applied HKFRS 16 retrospectively with the cumulative effect recognised at the date of initial application, 1 January 2019. Any difference at the date of initial application is recognised in the opening retained profits and comparative information has not been restated.
When applying the modified retrospective approach under HKFRS 16 at transition, the Group applied the following practical expedients to leases previously classified as operating leases under HKAS 17, on lease- by-lease basis, to the extent relevant to the respective lease contracts:
- elected not to recognise right-of-use assets and lease liabilities for leases with lease term ends within 12 months of the date of initial application;
- excluded initial direct costs from measuring the right-of-use assets at the date of initial application; and
- applied a single discount rate to a portfolio of leases with a similar remaining terms for similar class of underlying assets in similar economic environment.
11
2. PRINCIPAL ACCOUNTING POLICIES (Continued) Application of new and amendments to HKFRSs (Continued)
2.1 Impacts and changes in accounting policies of application on HKFRS 16 Leases (Continued)
2.1.2 Transition and summary of effects arising from initial application of HKFRS 16 (Continued)
As a lessee (Continued)
On transition, the Group has made the following adjustments upon application of HKFRS 16:
The Group recognised lease liabilities of HK$66,086,000 and right-of-use assets of HK$66,086,000 at 1 January 2019 by applying HKFRS 16.
The Group reclassified prepaid lease payments of HK$5,082,000 to right-of-use assets at 1 January 2019.
When recognising the lease liabilities for leases previously classified as operating leases, the Group has applied incremental borrowing rates of the relevant group entities at the date of initial application. The weighted average lessee's incremental borrowing rate applied is 2.38%.
At 1 January | ||
2019 | ||
HK$'000 | ||
Operating lease commitments disclosed as | ||
at 31 December 2018 | 68,702 | |
Lease liabilities discounted at relevant incremental | ||
borrowing rates | 66,165 | |
Less: Recognition exemption - short-term leases | (79) | |
Lease liabilities relating to operating leases recognised upon | ||
application of HKFRS 16 as at 1 January 2019 | 66,086 | |
Analysed as | ||
Current | 22,402 | |
Non-current | 43,684 | |
66,086 | ||
12
2. PRINCIPAL ACCOUNTING POLICIES (Continued) Application of new and amendments to HKFRSs (Continued)
2.1 Impacts and changes in accounting policies of application on HKFRS 16 Leases (Continued)
2.1.2 Transition and summary of effects arising from initial application of HKFRS 16 (Continued)
As a lessee (Continued)
The carrying amount of right-of-use assets as at 1 January 2019 comprises the following:
Right-of- | ||
Note | use assets | |
HK$'000 | ||
Right-of-use assets relating to operating leases recognised | ||
upon application of HKFRS 16 | 66,086 | |
Reclassified from prepaid lease payments | (a) | 5,082 |
71,168 | ||
By class: | ||
Leased premises | 66,086 | |
Leasehold land | 5,082 | |
71,168 | ||
- Upfront payments for leasehold lands in the People's Republic of China (the "PRC") were classified as prepaid lease payments as at 31 December 2018. Upon application of HKFRS 16, the non-current and current portion of prepaid lease payments amounting to HK$4,968,000 and HK$114,000 respectively were reclassified to right- of-use assets.
- Before the application of HKFRS 16, the Group considered refundable rental deposits paid as rights and obligations under leases to which HKAS 17 applied. Based on the definition of lease payments under HKFRS 16, such deposits are not payments relating to the right to use of the underlying assets and were adjusted to reflect the discounting effect at transition. No adjustment was made on refundable rental deposits paid and right-of-use assets as the management considers the impact as not material.
- Lease payments increase progressively over lease terms
These relate to accrued lease liabilities of several operating leases for leases of properties in which the rentals increase progressively by fixed annual percentage. The carrying amount of the accrued lease liabilities as at 1 January 2019 was adjusted to right-of-use assets at transition.
13
2. PRINCIPAL ACCOUNTING POLICIES (Continued) Application of new and amendments to HKFRSs (Continued)
2.1 Impacts and changes in accounting policies of application on HKFRS 16 Leases (Continued)
2.1.2 Transition and summary of effects arising from initial application of HKFRS 16 (Continued)
As a lessee (Continued)
The following table summarise the impacts of applying HKFRS 16 on the Group's condensed consolidated statement of financial position as at 1 January 2019 for each of the line items affected. Line items that were not affected have not been included.
Carrying | ||||||||
amount | Carrying | |||||||
previously | amount under | |||||||
reported at | HKFRS 16 at | |||||||
31 December | 1 January | |||||||
2018 | Adjustment | Reclassification | 2019 | |||||
Notes | HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||||
Non-current assets | ||||||||
Right-of-use assets | - | 66,086 | 5,082 | 71,168 | ||||
Prepaid lease payments | (a) | 4,968 | - | (4,968) | - | |||
Current assets | ||||||||
Prepaid lease payments | (a) | 114 | - | (114) | - | |||
Current liabilities | ||||||||
Lease liabilities | - | 22,402 | - | 22,402 | ||||
Non-current liabilities | ||||||||
Lease liabilities | - | 43,684 | - | 43,684 | ||||
As a lessor
In accordance with the transitional provisions in HKFRS 16, the Group is not required to make any adjustment on transition for leases in which the Group is a lessor but account for these leases in accordance with HKFRS 16 from the date of initial application and comparative information has not been restated.
Before application of HKFRS 16, refundable rental deposits received were considered as rights and obligations under leases to which HKAS 17 applied. Based on the definition of lease payments under HKFRS 16, such deposits are not payments relating to the right-of-use assets and were adjusted to reflect the discounting effect at transition. No adjustment was made on refundable rental deposits received and advance lease payments as the management considers the impact is not material.
14
3. REVENUE
The Group recognises revenue from the following major sources:
- Revenue from sale of motor vehicle parts is recognised at a point in time when the control of goods has been transferred to customers upon delivery;
- Revenue from dismantling and trading of scrap materials is recognised at a point in time when the control of the specific type of scrap materials, either dismantled or not, as requested by the customers, has been transferred to them upon delivery;
- Revenue from sale of other goods including hangtags, labels, shirt paper boards and plastic bags are recognised at a point in time when the customer obtains control of the distinct goods;
- Revenue from rendering of financial printing, digital printing and other related services is recognised over time using the output method because the customer simultaneously receives and consumes the benefits as the Group performs;
- Revenue from commission income from securities broking is recognised at a point in time upon execution of orders for purchase or sale of securities on behalf of clients; and
- Revenue from rendering of corporate finance advisory, asset management and other related services in recognised over time using the output method because the customer simultaneously receives and consumes the benefits as the Group performs.
15
3. REVENUE (Continued)
Disaggregation of revenue by the type of goods and services For the period ended 30 June 2019 (Unaudited)
Motor | ||||||||||||||||
Type of goods | Commercial | vehicle | Financial | Property | Environmental | |||||||||||
and services | printing | Hangtag | parts | services | investment | protection | Total | |||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||||||||||
Sales of goods | ||||||||||||||||
- Motor vehicle parts | - | - | 50,710 | - | - | - | 50,710 | |||||||||
- Scrap materials | - | - | - | - | - | 292,088 | 292,088 | |||||||||
- Hangtags, labels, shirt paper | ||||||||||||||||
boards and plastic bags | - | 238 | - | - | - | - | 238 | |||||||||
- | 238 | 50,710 | - | - | 292,088 | 343,036 | ||||||||||
Rendering of services | ||||||||||||||||
- Provision of services | 40,664 | - | - | 9,054 | - | - | 49,718 | |||||||||
- Commission income from | ||||||||||||||||
securities broking | - | - | - | 213 | - | - | 213 | |||||||||
Revenue from contracts with | ||||||||||||||||
customers | 40,664 | 238 | 50,710 | 9,267 | - | 292,088 | 392,967 | |||||||||
Revenue from gross rental | ||||||||||||||||
income | - | - | - | - | 5,698 | - | 5,698 | |||||||||
Revenue from interest income | ||||||||||||||||
from margin financing | - | - | - | 4,736 | - | - | 4,736 | |||||||||
Total | 40,664 | 238 | 50,710 | 14,003 | 5,698 | 292,088 | 403,401 | |||||||||
Timing of revenue recognition | ||||||||||||||||
A point in time | - | 238 | 50,710 | 4,949 | 5,698 | 292,088 | 353,683 | |||||||||
Over time | 40,664 | - | - | 9,054 | - | - | 49,718 | |||||||||
Total | 40,664 | 238 | 50,710 | 14,003 | 5,698 | 292,088 | 403,401 | |||||||||
16
3. REVENUE (Continued)
Disaggregation of revenue by the type of goods and services (Continued) For the period ended 30 June 2018 (Unaudited)
Motor | |||||||||||||
Type of goods | Commercial | vehicle | Financial | Property | Environmental | ||||||||
and services | printing | Hangtag | parts | services | investment | protection | Total | ||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||
Sales of goods | |||||||||||||
- Motor vehicle parts | - | - | 46,447 | - | - | - | 46,447 | ||||||
- Scrap materials | - | - | - | - | - | 113,775 | 113,775 | ||||||
- Hangtags, label, | |||||||||||||
shirt paper boards | |||||||||||||
and plastic bags | - | 498 | - | - | - | - | 498 | ||||||
- | 498 | 46,447 | - | - | 113,775 | 160,720 | |||||||
Rendering of services | |||||||||||||
- Provision of | |||||||||||||
services | 44,855 | - | - | - | - | - | 44,855 |
- Commission income from securities
broking | - | - | - | 622 | - | - | 622 | ||||||
Revenue from contracts | |||||||||||||
with customers | 44,855 | 498 | 46,447 | 622 | - | 113,775 | 206,197 | ||||||
Revenue from gross | |||||||||||||
rental income | - | - | - | - | 9,773 | - | 9,773 | ||||||
Revenue from interest | |||||||||||||
income from margin | |||||||||||||
financing | - | - | - | 4,338 | - | - | 4,338 | ||||||
Total | 44,855 | 498 | 46,447 | 4,960 | 9,773 | 113,775 | 220,308 | ||||||
Timing of revenue | |||||||||||||
recognition | |||||||||||||
A point in time | - | 498 | 46,447 | 4,960 | 9,773 | 113,775 | 175,453 | ||||||
Over time | 44,855 | - | - | - | - | - | 44,855 | ||||||
Total | 44,855 | 498 | 46,447 | 4,960 | 9,773 | 113,775 | 220,308 | ||||||
17
4. SEGMENT INFORMATION
Information reported to the executive directors of the Company, being the chief operating decision maker ("CODM"), for the purposes of resource allocation and assessment of segment performance focuses on types of goods or services delivered or provided.
The Group is organised into business units based on their products and services and has six operating segments as follows:
- provision of financial printing, digital printing and other related services ("Commercial Printing Segment");
- sales of hangtags, labels, shirt paper boards, and plastic bags principally to manufacturers of consumer products ("Hangtag Segment");
- distribution and sale of motor vehicle parts ("Motor Vehicle Parts Segment");
- provision of corporate finance advisory, asset management, securities brokerage services and margin financing ("Financial Services Segment");
- property investment ("Property Investment Segment"); and
- dismantling and trading of scrap materials ("Environmental Protection Segment").
Segment profit/loss represents the profit earned by/loss from each segment without allocation of bank interest income, certain other income, unrealised fair value gain on financial assets at FVTPL, realised gain on disposal of financial assets at FVTPL, net foreign exchange gain/loss, revaluation deficit/gain on property, plant and equipment, corporate expenses and certain finance costs. This is the measure reported to the CODM for the purposes of resource allocation and performance assessment.
Segment assets exclude deferred tax assets, tax recoverable, bank balances and cash, financial assets at FVTPL, and other unallocated head office and corporate assets as these assets are managed on a group basis.
Segment liabilities exclude certain bank borrowings and overdrafts, tax payable, deferred tax liabilities, loans from ultimate holding company and other unallocated head office and corporate liabilities as these liabilities are managed on a group basis.
Inter-segment sales are charged at prevailing market rates.
18
4. SEGMENT INFORMATION (Continued) Segment revenues and results
The following is an analysis of the Group's revenue and results by operating and reportable segments:
Six months ended 30 June 2019 (Unaudited)
Motor | |||||||||||||||
Commercial | vehicle | Financial | Property | Environmental | |||||||||||
printing | Hangtag | parts | services | investment | protection | Total | |||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||||
Segment revenue | |||||||||||||||
Sales to external customers | 40,664 | 238 | 50,710 | 14,003 | 5,698 | 292,088 | 403,401 | ||||||||
Intersegment sales | 403 | - | - | 6 | - | - | 409 | ||||||||
41,067 | 238 | 50,710 | 14,009 | 5,698 | 292,088 | 403,810 | |||||||||
Elimination of intersegment sales | (409) | ||||||||||||||
Revenue | 403,401 | ||||||||||||||
Segment results | 705 | (64) | 5,425 | 1,330 | 304,635 | 42,918 | 354,949 | ||||||||
Bank interest income | 9,789 | ||||||||||||||
Other income | 2,591 | ||||||||||||||
Net foreign exchange gain | 33,531 | ||||||||||||||
Revaluation surplus on property, | |||||||||||||||
plant and equipment | 927 | ||||||||||||||
Realised loss on disposal of | |||||||||||||||
financial assets at FVTPL | (82,491) | ||||||||||||||
Corporate expenses | (27,633) | ||||||||||||||
Finance costs | (38,839) | ||||||||||||||
Profit before tax | 252,824 | ||||||||||||||
19
4. SEGMENT INFORMATION (Continued) Segment revenues and results (Continued) Six months ended 30 June 2018 (Unaudited)
Motor | ||||||||||||||
Commercial | vehicle | Financial | Property | Environmental | ||||||||||
printing | Hangtag | parts | services | investment | protection | Total | ||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||||||||
Segment revenue | ||||||||||||||
Sales to external customers | 44,855 | 498 | 46,447 | 4,960 | 9,773 | 113,775 | 220,308 | |||||||
Intersegment sales | 687 | - | - | 4 | - | - | 691 | |||||||
45,542 | 498 | 46,447 | 4,964 | 9,773 | 113,775 | 220,999 | ||||||||
Elimination of intersegment sales | (691) | |||||||||||||
Revenue | 220,308 | |||||||||||||
Segment results | 2,094 | (116) | 76 | 412 | 353,660 | 11,147 | 367,273 | |||||||
Bank interest income | 383 | |||||||||||||
Other income | 696 | |||||||||||||
Net foreign exchange gain | 181,179 | |||||||||||||
Unrealised fair value gain on | ||||||||||||||
financial assets at FVTPL | 40,043 | |||||||||||||
Revaluation deficit on | ||||||||||||||
property, plant and equipment | (2,371) | |||||||||||||
Realised gain on disposal of | ||||||||||||||
financial assets at FVTPL | 2,292 | |||||||||||||
Corporate expenses | (24,002) | |||||||||||||
Finance costs | (61,228) | |||||||||||||
Profit before tax | 504,265 | |||||||||||||
20
4. SEGMENT INFORMATION (Continued) Segment assets and liabilities
At 30 June 2019 (Unaudited)
Motor | |||||||
Commercial | vehicle | Financial | Property | Environmental | |||
printing | Hangtag | parts | services | investment | protection | Total | |
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |
Segment assets | 48,780 | 485 | 152,679 | 406,712 | 10,532,537 | 443,591 | 11,584,784 |
Corporate and unallocated assets | 1,284,236 | ||||||
Total assets | 12,869,020 | ||||||
Segment liabilities | 52,917 | 279 | 10,314 | 198,413 | 5,129,022 | 132,196 | 5,523,141 |
Corporate and unallocated liabilities | 4,691,354 | ||||||
Total liabilities | 10,214,495 | ||||||
At 31 December 2018 (Audited) | |||||||
Motor | |||||||
Commercial | vehicle | Financial | Property | Environmental | |||
printing | Hangtag | parts | services | investment | protection | Total | |
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |
Segment assets | 15,044 | 692 | 170,866 | 134,080 | 9,241,176 | 596,151 | 10,158,009 |
Corporate and unallocated | |||||||
assets | 1,263,660 | ||||||
Total assets | 11,421,669 | ||||||
Segment liabilities | 18,543 | 358 | 7,260 | 20,204 | 4,667,956 | 313,938 | 5,028,259 |
Corporate and unallocated | |||||||
liabilities | 3,460,984 | ||||||
Total liabilities | 8,489,243 | ||||||
21
5A. OTHER INCOME | ||||
For the six months ended | ||||
30 June | 30 June | |||
2019 | 2018 | |||
(Unaudited) | (Unaudited) | |||
HK$'000 | HK$'000 | |||
Bank interest income | 9,789 | 383 | ||
Finance lease interest income | - | 344 | ||
Others | 3,422 | 760 | ||
13,211 | 1,487 | |||
5B. OTHER GAINS AND LOSSES | ||||
For the six months ended | ||||
30 June | 30 June | |||
2019 | 2018 | |||
(Unaudited) | (Unaudited) | |||
HK$'000 | HK$'000 | |||
Fair value gain on investment properties | 546,923 | 455,454 | ||
Revaluation surplus/(deficit) on property, plant and equipment | 927 | (2,371) | ||
Realised (loss)/gain on disposal of financial assets at FVTPL | (82,491) | 2,292 | ||
Fair value gain on financial assets at FVTPL | - | 40,043 | ||
Exchange gain, net | 36,786 | 182,077 | ||
Reversal of allowance for impairment | 2,947 | 2,807 | ||
505,092 | 680,302 | |||
22
6. FINANCE COSTS
For the six months ended
30 June 30 June
2019 2018 (Unaudited) (Unaudited)
HK$'000 HK$'000
Interest on bank borrowings and overdrafts | 215,240 | 94,426 | |
Interest on loans from ultimate holding company | 23,861 | 17,012 | |
Interest on promissory notes | 40,375 | 51,233 | |
Others | 878 | - | |
280,354 | 162,671 | ||
7. INCOME TAX EXPENSE
Hong Kong Profits Tax has been provided at the rate of 16.5% (2018: 16.5%) on the estimated assessable profits arising in Hong Kong during both periods.
Under the Law of the PRC on Enterprise Income Tax (the "EIT Law") and Implementation Regulation of the EIT Law, the tax rate of the PRC subsidiaries is 25% for both periods.
For the six months ended | ||||
30 June | 30 June | |||
2019 | 2018 | |||
(Unaudited) | (Unaudited) | |||
HK$'000 | HK$'000 | |||
Current tax - Hong Kong | 5,015 | 2,893 | ||
Current tax - Mainland China | 1,797 | (1,759) | ||
Deferred tax | 188,953 | 155,915 | ||
195,765 | 157,049 | |||
8. BUSINESS COMBINATION
-
Optima Capital Limited
On 30 April 2019, the Group completed an acquisition of 60% equity interest in Optima Capital Limited ("Optima Capital") from vendors, comprised of Ms Leung Mei Han, being a spouse of a director of a subsidiary of the Company and two independent third parties, for total consideration of HK$96,000,000. The acquisition has been accounted for using the purchase method. The amount of goodwill arising as a result of the acquisition was approximately HK$58,893,000. The principal activities of Optima Capital are provision of corporate finance advisory services in Hong Kong. Details of which are set out in the Group's announcement dated 27 December 2018.
23
8. BUSINESS COMBINATION (Continued)
- Optima Capital Limited (Continued) Consideration transferred
(Unaudited) | |
HK$'000 | |
Cash | 48,000 |
Deferred consideration (note) | 40,849 |
88,849 | |
Note: Based on the acquisition agreement dated 27 December 2018, the deferred consideration will be paid on the third anniversary of the completion date of the acquisition . The fair value of the deferred consideration approximates to HK$40,849,000 as at the acquisition date.
The provisional fair values of the identifiable assets and liabilities of Optima Capital as at the acquisition date were as follows:
(Unaudited) | ||
HK$'000 | ||
Properties, plant and equipment | 1,325 | |
Right of use assets | 16,915 | |
Other intangible assets (note i) | 32,815 | |
Trade receivables | 7,540 | |
Prepayment | 1,845 | |
Cash and cash equivalents | 13,616 | |
Other payable and accruals | (581) | |
Contract liabilities | (92) | |
Lease liabilities | (16,946) | |
Tax payable | (1,095) | |
Deferred tax liabilities | (5,415) | |
Total identifiable net assets at fair value | 49,927 | |
24
8. | BUSINESS COMBINATION (Continued) | ||||
(a) | Optima Capital Limited (Continued) | ||||
Goodwill arising on acquisition: | |||||
(Unaudited) | |||||
HK$'000 | |||||
Consideration transferred | 88,849 | ||||
Plus: non-controlling interest (note ii) | 19,971 | ||||
Less: fair value of net assets acquired | (49,927) | ||||
Goodwill arising on acquisition | 58,893 | ||||
(Unaudited) | |||||
HK$'000 | |||||
Net cash outflow in respect of the above acquisition: | |||||
- Bank balances and cash acquired | 13,616 | ||||
- Cash consideration paid | (48,000) | ||||
(34,384) | |||||
Notes:
- The initial accounting for the acquisition has been determined provisionally for other intangible assets to be identified and recognised separately from goodwill awaiting the receipt of professional valuation in relation to the respective fair values.
- The non-controlling interests were initially measured at the non-controlling interests' proportionate share of the provisional fair value of identifiable net assets acquired at the date of acquisition.
25
8. BUSINESS COMBINATION (Continued)
-
深圳市友盛地產有限公司 ("友盛地產")
友盛地產 is the Group's associate as at 31 December 2018 of which the Group held 49% equity interest. On 22 April 2019, the Group acquired additional 2% equity interest in 友盛 地產 at a consideration of approximately HK$45,475,000. Since the step acquisition, the Group held 51% of equity interest in 友盛地產 which became a subsidiary of the Group. The principal activity of 友盛地產 is property redevelopment.
Consideration transferred
(Unaudited) | |
HK$'000 | |
Fair value of equity interest in an associate held | |
at the acquisition date | 65,035 |
Cash | 45,475 |
110,510 | |
The provisional fair values of the identifiable assets and liabilities of 友盛地產 as at the acquisition date were as follows:
(Unaudited) | |||
HK$'000 | |||
Properties, plant and equipment | 127 | ||
Other intangible assets (note i) | 204,489 | ||
Prepayments | 28,632 | ||
Deposits and other receivables | 171 | ||
Cash and cash equivalents | 5,631 | ||
Other payable and accruals | (22,363) | ||
Total identifiable net assets at fair value | 216,687 | ||
(Unaudited) | |||
HK$'000 | |||
Consideration transferred | 110,510 | ||
Non-controlling interest (note ii) | 106,177 | ||
216,687 | |||
(Unaudited) | |||
HK$'000 | |||
Net cash outflow in respect of the above acquisition: | |||
- Bank balances and cash acquired | 5,631 | ||
- Cash consideration paid | (45,475) | ||
(39,844) | |||
26
- BUSINESS COMBINATION (Continued)
- 深圳市友盛地產有限公司 ("友盛地產") (Continued) Notes:
- The initial accounting for the acquisition has been determined provisionally for other intangible assets to be identified and recognised separately from goodwill awaiting the receipt of professional valuation in relation to the respective fair values.
- The non-controlling interests were initially measured at the non-controlling interests' proportionate share of the provisional fair value of identifiable net assets acquired at the date of acquisition.
- ACQUISITION OF ASSETS THROUGH ACQUISITION OF SUBSIDIARIES
On 27 March 2019, the Group acquired a 100% equity interest in Bright Success Inc. and its subsidiary ("Bright Success Group"), from an independent third party at a cash consideration of HK$513,114,000. Bright Success Group is engaged in property investment business. The acquisition was accounted for as purchases of assets rather than as business combination because Bright Success Group did not carried out any business transactions prior to the date of acquisition.
The assets acquired at the date of completion date were as follows:
Consideration satisfied by:
(Unaudited) | ||
HK$'000 | ||
Cash | 461,814 | |
Prepayment | 51,300 | |
513,114 | ||
(Unaudited) | ||
HK$'000 | ||
Investment property (note 13) | 513,000 | |
Deposits and prepayments | 114 | |
Shareholder's loan | (470,220) | |
42,894 | ||
Settlement of a shareholder's loan | 470,220 | |
Net assets acquired | 513,114 | |
(Unaudited) | ||
HK$'000 | ||
Net cash outflow of cash and cash equivalents in respect of the acquisition: | ||
Cash consideration paid | 461,814 | |
27
10. PROFIT FOR THE PERIOD
The Group's profit for the period is arrived at after charging: | |||
For the six months ended | |||
30 June | 30 June | ||
2019 | 2018 | ||
(Unaudited) | (Unaudited) | ||
HK$'000 | HK$'000 | ||
Depreciation of property, plant and equipment | 6,555 | 4,631 | |
Depreciation of right-of-use assets | 12,930 | - | |
Amortisation of prepaid lease payments | - | 61 | |
Direct operating expenses (including repairs and maintenance): | |||
Arising from rental-earning investment properties | 812 | 4,030 | |
Employee benefit expense (including directors' emoluments) | 44,393 | 35,624 | |
Minimum lease payments under operating leases | 801 | 11,976 | |
- DIVIDENDS
No dividend was paid or proposed for ordinary shareholders of the Company during the six months ended 30 June 2019 (2018: Nil), nor has any dividend been proposed since the end of both reporting periods. - EARNINGS PER SHARE
The calculations of the basic and diluted earnings per share are based on the following data:
Six months | Six months | ||
ended | ended | ||
30 June | 30 June | ||
2019 | 2018 | ||
(Unaudited) | (Unaudited) | ||
HK$'000 | HK$'000 | ||
Earnings | |||
Earnings for the purpose(s) of basic and diluted earnings per share | |||
calculation (Profit for the period attributable to owners of | |||
the Company) | 44,486 | 343,992 | |
28
12. | EARNINGS PER SHARE (Continued) | ||||||
Number of shares | |||||||
Six months | Six months | ||||||
ended | ended | ||||||
30 June | 30 June | ||||||
2019 | 2018 | ||||||
(Unaudited) | (Unaudited) | ||||||
Number of shares | |||||||
Weighted average number of ordinary shares for | |||||||
the purpose of basic earnings per share calculation | 1,435,999,935 | 1,264,304,653 | |||||
Effect of dilutive potential ordinary shares: | |||||||
Share options | 1,313,506 | 1,502,364 | |||||
Weighted average number of ordinary shares in issue | |||||||
for the purpose of diluted earnings per share calculation | 1,437,313,441 | 1,265,807,017 | |||||
13. | INVESTMENT PROPERTIES | ||||||
HK$'000 | |||||||
At 1 January 2018 (Audited) | 1,344,575 | ||||||
Additions | 75 | ||||||
Acquisition of assets through acquisition of subsidiaries | 7,779,709 | ||||||
Net gain on fair value recognised in profit or loss | 671,422 | ||||||
Exchange realignment | (713,902) | ||||||
At 31 December 2018 and at 1 January 2019 (Audited) | 9,081,879 | ||||||
Additions | 39 | ||||||
Acquisition of assets through acquisition of subsidiaries (note 9) | 513,000 | ||||||
Net gain on fair value recognised in profit or loss | 546,923 | ||||||
Exchange realignment | (42,338) | ||||||
At 30 June 2019 (Unaudited) | 10,099,503 | ||||||
At 30 June 2019, the Group's investment properties with a carrying value of approximately HK$8,997,158,000 (31 December 2018: HK$8,244,439,000) were pledged to secure general banking facilities granted to the Group.
29
14. INVESTMENT IN AN ASSOCIATE
HK$'000 | ||
At 31 December 2018 and at 1 January 2019 (Audited) | 66,122 | |
Share of loss and other comprehensive income | (1,087) | |
Deemed disposal of an associate through step-up | ||
acquisition of a subsidiary (note 8(b)) | (65,035) | |
At 30 June 2019 (Unaudited) | - | |
15. TRADE RECEIVABLES/RECEIVABLES ARISING FROM SECURITIES BROKING
As at | As at | |||
30 June | 31 December | |||
2019 | 2018 | |||
(Unaudited) | (Audited) | |||
HK$'000 | HK$'000 | |||
Trade receivables, goods and services | 333,909 | 465,402 | ||
Less: Allowance for credit loss | (8,048) | (10,387) | ||
325,861 | 455,015 | |||
Receivables arising from securities broking conducted | ||||
in the ordinary course of business: | ||||
Cash clients accounts receivable | 9,051 | 10,774 | ||
Loans to margin clients | 95,241 | 91,707 | ||
Less: Allowance for credit loss | (2,753) | (2,649) | ||
Receivables arising from securities broking | 101,539 | 99,832 | ||
Total trade receivables and receivables arising | ||||
from securities broking | 427,400 | 554,847 | ||
Trade receivables excluding receivables from Financial Services Segment
The credit periods are generally one month to three months. Each customer has a maximum credit limit. The Group seeks to maintain strict control over its outstanding receivables to minimise credit risk. Overdue balances are reviewed regularly by the senior management.
Receivables arising from Financial Services Segment
With regard to receivables arising from securities broking, the Group seeks to maintain tight control over its outstanding accounts receivable and has procedures and policies to assess its clients' credit quality and defines credit limits for each client. All client acceptances and credit limits are approved by designated approvers according to the clients' credit quality.
30
15. TRADE RECEIVABLES/RECEIVABLES ARISING FROM SECURITIES BROKING (Continued)
Receivables arising from Financial Services Segment (Continued)
An aging analysis of trade receivables and receivables arising from securities broking as at the end of the reporting period, based on the invoice date and net of provisions, is as follows:
As at | As at | ||
30 June | 31 December | ||
2019 | 2018 | ||
(Unaudited) | (Audited) | ||
HK$'000 | HK$'000 | ||
Current to 30 days | 52,548 | 261,782 | |
31 to 60 days | 21,973 | 82,485 | |
61 to 90 days | 39,948 | 44,651 | |
Over 90 days | 211,392 | 66,097 | |
325,861 | 455,015 | ||
Cash clients accounts receivable | 9,051 | 10,774 | |
Loans to margin clients# | 92,488 | 89,058 | |
427,400 | 554,847 | ||
- The loans to margin clients are secured by the underlying pledged securities of clients, repayable on demand or agreed dates of repayment and bear interest at commercial rates. No aging analysis is disclosed as, in the opinion of the directors, the aging analysis does not give additional value in view of the nature of the cash clients account receivable arising from securities broking and the revolving margin loans.
16. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
As at | As at | ||
30 June | 31 December | ||
2019 | 2018 | ||
(Unaudited) | (Audited) | ||
HK$'000 | HK$'000 | ||
Financial assets mandatorily measured at FVTPL: | |||
- Club and school debentures | 7,139 | 7,139 | |
- Equity investments, listed in Hong Kong | - | 89,492 | |
7,139 | 96,631 | ||
31
17. TRADE PAYABLES/PAYABLES ARISING FROM SECURITIES BROKING
As at | As at | ||
30 June | 31 December | ||
2019 | 2018 | ||
(Unaudited) | (Audited) | ||
HK$'000 | HK$'000 | ||
Trade payables | 69,411 | 223,016 | |
Payables arising from securities broking conducted in | |||
the ordinary course of business: | |||
Cash clients accounts payable | 172,529 | 19,645 | |
Total trade payables and payables arising from securities broking | 241,940 | 242,661 | |
An aging analysis of trade payables as at the end of the reporting period, based on invoice date, is as follows:
As at | As at | ||
30 June | 31 December | ||
2019 | 2018 | ||
(Unaudited) | (Audited) | ||
HK$'000 | HK$'000 | ||
Current to 30 days | 3,256 | 190,522 | |
31 to 60 days | 3,810 | 20,851 | |
61 to 90 days | 9,447 | 5,645 | |
Over 90 days | 52,898 | 5,998 | |
69,411 | 223,016 | ||
32
-
TRADE PAYABLES/PAYABLES ARISING FROM SECURITIES BROKING (Continued)
The credit period of trade payables arising from Commercial Printing, Hangtag, Motor Vehicle Parts, Trading, Property Investment and Environmental Protection Segments ranges from 60 to 90 days. The normal settlement terms of payable to clearing house, arising from securities broking are two trading days after the trade date.
Included in the cash clients accounts payable arising from dealing in securities conducted in the ordinary course of business is an amount of approximately HK$163,946,000 (31 December 2018: HK$8,454,000) representing those clients' undrawn monies/excess deposits placed with the Group. As at 30 June 2019, the cash clients accounts payable included an amount of HK$14,564,000 (31 December 2018: HK$509,000) in respect of certain directors' and their controlled companies' undrawn monies/excess deposits placed with the Group. The cash clients accounts payable are repayable on demand and non-interest bearing. No aging analysis is disclosed as, in the opinion of the directors, an aging analysis is not meaningful in view of the nature of the business of dealing in securities. - AMOUNTS DUE TO ULTIMATE HOLDING COMPANY/RELATED PARTIES
Amount due to ultimate holding company is unsecured, interest-free and no fixed terms of repayment.
Amounts due to related parties are unsecured, interest-free and repayable on demand and serves as working capital for operating purpose. The related parties are (i) the non-controlling shareholders of subsidiaries of the Company, who has significant influence over these subsidiaries and (ii) certain companies controlled by the ultimate shareholder of the Company. - SHARE CAPITAL
As at | As at | ||
30 June | 31 December | ||
2019 | 2018 | ||
(Unaudited) | (Audited) | ||
HK$'000 | HK$'000 | ||
Authorised: | |||
20,000,000,000 ordinary shares of HK$0.10 each | 2,000,000 | 2,000,000 | |
Issued and fully paid: | |||
1,438,209,880 (31 December 2018: 1,435,709,880) | |||
ordinary shares of HK$0.10 each | 143,821 | 143,571 | |
33
19. SHARE CAPITAL (Continued)
A summary of movements in the Company's share capital is as follows:
Number of | |||||
ordinary | Share | ||||
shares in issue | capital | ||||
HK$'000 | |||||
At 1 January 2018 | 1,150,751,398 | 115,075 | |||
Issue of shares (Note a) | 284,958,482 | 28,496 | |||
At 31 December 2018 and at 1 January 2019 (audited) | 1,435,709,880 | 143,571 | |||
Issue of shares (Note b) | 2,500,000 | 250 | |||
At 30 June 2019 (unaudited) | 1,438,209,880 | 143,821 | |||
Note:
-
On 19 April 2018, the Company issued 280,998,482 shares at HK$4.71 per share, as part of consideration, amounted to HK$1,323,502,000, to acquire assets through acquisition of subsidiaries, details of which are set out in the Group's annual financial statements for the year ended 31 December 2018. The new shares rank pari passu with existing shares in all respects.
On 8 June 2018, the Company issued 1,750,000 shares at HK$5.11 per share, for a consideration of HK$8,943,000. The issuance of shares was pursuant to the terms and conditions under an acquisition agreement signed on 5 September 2016, details of which are set out in the Group's annual financial statements for the year ended 31 December 2018. The new shares rank pari passu with existing shares in all respects.
On 5 October 2018, the Company issued 2,210,000 shares due to the exercise of share options by the option holders. The new shares rank pari passu with existing shares in all respects. - On 10 June 2019, the Company issued 2,500,000 shares for a consideration of HK$11,498,000. The issuance of shares was pursuant to the terms and conditions under an acquisition agreement signed on 5 September 2016. The new shares rank pari passu with existing shares in all respects.
34
20. BANK BORROWINGS AND OVERDRAFTS
As at 30 June 2019 | As at 31 December 2018 | |||||||
Effective | Effective | |||||||
interest | (Unaudited) | interest | (Audited) | |||||
rate (%) | Maturity | HK$'000 | rate (%) | Maturity | HK$'000 | |||
Bank loans - secured | Hong Kong | Within | 392,603 | Hong Kong | Within | 268,427 | ||
Interbank | 1 year or on | Interbank | 1 year or | |||||
Offered | demand | Offered | on demand | |||||
Rate | Rate | |||||||
("HIBOR") | ("HIBOR") | |||||||
+1.25% to | +1.25% to | |||||||
7% p.a. | 1.5% p.a. | |||||||
Bank loans - secured | Fixed at | Within a | 4,188,219 | Fixed at | Within a | 4,194,176 | ||
5.62% p.a. to | period of | 5.62% p.a. to | period of | |||||
5.9% p.a. | not | 5.9% p.a. | not | |||||
exceeding | exceeding | |||||||
5 years | 5 years | |||||||
Bank loans - secured | Fixed at | Within | 184,350 | Fixed at | Within | 192,596 | ||
5.66% p.a. to | 1 year | 5.66% p.a. to | 1 year | |||||
7.6% p.a. | 7.6% p.a. | |||||||
Bank overdrafts - secured | HIBOR | On | 20,000 | HIBOR | On | 20,000 | ||
+1.5% p.a. | demand | +1.5% p.a. | demand | |||||
Bank loans - unsecured | Fixed at | Within a | 3,395,118 | Fixed at | Within a | 685,800 | ||
5.7% p.a. | period of | 5.7% p.a. | period of | |||||
not | not | |||||||
exceeding | exceeding | |||||||
5 years | 5 years | |||||||
8,180,290 | 5,360,999 | |||||||
35
20. BANK BORROWINGS AND OVERDRAFTS (Continued)
As at | As at | ||
30 June | 31 December | ||
2019 | 2018 | ||
(Unaudited) | (Audited) | ||
HK$'000 | HK$'000 | ||
Analysed into: | |||
Bank loans and overdrafts repayable: | |||
Current portion | 844,905 | 496,953 | |
Non-current portion | 7,335,385 | 4,864,046 | |
8,180,290 | 5,360,999 | ||
Notes:
- The Group's banking facilities amounted to HK$8,949,441,000 (31 December 2018: HK$5,493,286,000), of which HK$8,180,290,000 (31 December 2018: HK$5,360,999,000) had been utilised as at the end of the reporting period.
- Certain of the Group's bank borrowing and overdraft were secured by the Company's guarantee of up to HK$8,809,200,000 (31 December 2018: HK$2,514,600,000) and a mortgage over the Group's investment properties, which had a carrying value at the end of the reporting period of HK$8,997,158,000 (31 December 2018: HK$8,244,439,000) and mortgages over the Group's leasehold land and buildings with a carrying value at the end of the reporting period of HK$66,466,000 (31 December 2018: HK$68,242,000).
- Certain of the Group's bank borrowings and overdraft were secured by the guarantee of the shareholder of a subsidiary of the Company of up to HK$21,042,000 (31 December 2018: HK$20,574,000) and a guarantee of the controlling shareholders of the Group of up to HK$8,651,700,000 (31 December 2018: HK$2,514,600,000).
- Except for the bank loans of HK$7,767,687,000 which is denominated in RMB, all bank borrowings are denominated in Hong Kong dollars (31 December 2018: Except for the bank loans of HK$5,072,572,000 which is denominated in RMB, all bank borrowings are denominated in Hong Kong dollars).
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-
LOANS FROM ULTIMATE HOLDING COMPANY
Loans from ultimate holding company were unsecured, interest bearing at 8.2% per annum and will be repayable in June 2021. - CAPITAL COMMITMENTS
As at | As at | ||
30 June | 31 December | ||
2019 | 2018 | ||
(Unaudited) | (Audited) | ||
HK$'000 | HK$'000 | ||
Contracted for but not provided: | |||
Acquisition of 60% equity investment | - | 76,000 | |
Capital injection in a joint venture engaged in | |||
securities brokerage business | 398,088 | 400,050 | |
Leasehold improvement | - | 182 | |
23. RELATED PARTY TRANSACTIONS
- In addition to the transactions and balances detailed elsewhere in these condensed consolidated financial statements, the Group had the following material transactions with related parties during the period:
For the six months ended | |||
30 June | 30 June | ||
2019 | 2018 | ||
(Unaudited) | (Unaudited) | ||
HK$'000 | HK$'000 | ||
Interest income on finance lease receivables from a related | |||
company | - | 344 | |
Interest expense on loans from ultimate holding company | 23,861 | 17,012 | |
Interest expense on promissory notes | 40,375 | 51,233 | |
Rental expense paid to directors and substantial shareholders | 110 | 132 | |
Rental expense paid to a non-controlling shareholder of a | |||
subsidiary | 643 | - | |
Purchases from a non-controlling shareholder of a subsidiary | 1,420 | - | |
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23. RELATED PARTY TRANSACTIONS (Continued)
- Other transactions with related parties:
- During the six months ended 30 June 2019, the Group received loans from ultimate holding company of HK $1,908,326,000 (six months ended 30 June 2018: HK$426,186,000). The details of the loans are included in note 21.
- As at 30 June 2019, certain of the Group's bank borrowings and overdraft were secured by a guarantee of the shareholder of a subsidiary of the Group of up to HK$21,042,000 (31 December 2018: HK$20,574,000) and the personal guarantee of Dr . Lin and Madam Su, the ultimate shareholders of the Group of up to HK$8,651,700,000 (31 December 2018: HK$2,514,600,000).
- During the six months ended 30 June 2018, the Group entered into an acquisition agreement with Dr. Lin and Madam Su to acquire the entire equity interests in Realord Ventures Limited and Manureen Ventures Limited at a total consideration of approximately RMB5,854,995,000.
- During the six months ended 30 June 2019, the Group obtained unsecured banking facilities of RMB3,000,000,000 at 5.7% per annum and would be fully repayable on 30 January 2024. Such unsecured banking facilities were supported by the corporate guarantees of the Company and certain PRC subsidiaries of the Group as well as the personal guarantees of Dr. Lin and Madam Su, the ultimate shareholders of the Group. The unsecured banking facilities would mainly be used for repayment of the outstanding promissory notes and the loans from ultimate holding company. At 30 June 2019, the Group has drawn down RMB2,400,000,000 and repaid the full amount of promissory notes of RMB1,657,864,000 (equivalent to approximately HK $1,937,000,000) and certain loans from ultimate holding company of RMB742,136,000 (equivalent to approximately HK$867,090,000).
- On 15 May 2019, Realord Environmental Protection Japan Co., Ltd. ("Realord Japan") and Tsugawa Metal Co., Ltd. ("Tsugawa") entered into a lease agreement, pursuant to which Realord Japan has agreed to lease from Tsugawa the land and the fixed assets for JPY5,000,000 in aggregate per month from 15 May 2019 to 14 May 2020. The rental expenses of HK$643,000 had been recognized during the current interim period.
- On 21 March 2019, 3 April 2019 and 17 April 2019, Realord Environmental Protection Industrial Company Limited ("Realord Environmental Protection") and Tsugawa entered into three procurement contracts, pursuant to which Realord Environmental Protection has agreed to purchase waste copper wires with total consideration of JPY27,000,000 (equivalent to approximately HK$2,023,000). On 17 April 2019, Realord Japan and Tsugawa entered into a procurement contract, pursuant to which Realord Japan has agreed to purchase cells with a consideration of JPY33,966,000 (equivalent to approximately HK$2,544,000). During the current interim period, the purchases of HK$1,420,000 had been recognised.
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23. RELATED PARTY TRANSACTIONS (Continued)
- Compensation of key management personnel of the Group:
For the six months ended | |||
30 June | 30 June | ||
2019 | 2018 | ||
(Unaudited) | (Unaudited) | ||
HK$'000 | HK$'000 | ||
Short term employee benefits | 5,009 | 5,306 | |
Post-employment benefits | 27 | 27 | |
5,036 | 5,333 | ||
24. FINANCIAL INSTRUMENTS BY CATEGORY
Fair value measurement recognised in the condensed consolidated statement of financial position
The fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s) and inputs used), as well as the level of the fair value hierarchy into which the fair value measurements are categorised (Levels 1 to 3) based on the degree to which the inputs to the fair value measurements is observable.
- Level 1 - fair value measurements are based on quoted prices (unadjusted) in active market for identical assets or liabilities;
- Level 2 - fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
- Level 3 - fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
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24. FINANCIAL INSTRUMENTS BY CATEGORY (Continued)
Fair value measurement recognised in the condensed consolidated statement of financial position (Continued)
The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation techniques and inputs used).
Valuation | |||
Fair value | techniques | ||
Financial assets | Fair value as at | hierarchy | and key inputs |
30 June 31 December
2019 2018
(Unaudited) (Audited)
HK$'000 HK$'000
1) | Equity investments, listed | N/A | 89,492 | Level 1 | Quoted bid prices in |
in Hong Kong | an active market | ||||
2) | Club and school debentures | 7,139 | 7,139 | Level 2 | Estimated transaction |
prices |
The directors of the Company consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the condensed consolidated financial statements approximate their fair values.
During the period ended 30 June 2019, there were no transfers of fair value measurements between Level 1 and Level 2 and no transfers into or out of Level 3 for both financial assets and financial liabilities (2018: nil).
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25. CONTINGENT LIABILITIES
- Since 2016, 冠彰電器(深圳)有限公司 (Guan Zhang Electronic (Shenzhen) Co., Ltd. or "Guan Zhang"), a subsidiary of the Group, has been a defendant in a lawsuit brought by a third party (the "Plaintiff A"), alleging that Guan Zhang is liable to settle an outstanding payment of approximately RMB25 million and interest accrued thereon under an alleged financing arrangement between the Plaintiff A, Citibest and Guan Zhang in the Shen Zhen Baoan District People's Court. Bank balance amounted to HK$4,171,000 was restricted as to use as a result of a freezing injunction by the court. Such injunction was released in 2017 as the Group won the lawsuit. Subsequently, the Plaintiff A has brought up a lawsuit regarding the same claim against Guan Zhang and Citibest in Shenzhen Qianhai District People's Court. On 4 December 2018, the court rejected all the claims from the Plaintiff A. Thereafter, the Plaintiff A further brought the appeal to Shenzhen Intermediate People's Court, no additional evidences were provided by the Plaintiff A to the court up to the reporting date. After consultation with the external legal counsel and in view of all the facts and circumstances, management of the Group considers that the economic outflows caused by the above case are not possible. Accordingly, the Group has not provided for any claim arising from the litigation, other than the related legal and other costs.
- Since 2016, Citibest and Guan Zhang, subsidiaries of the Group, had been a defendants in a lawsuit brought by a third party (the "Plaintiff B"), alleging that Citibest and Guan Zhang are liable to settle the outstanding agency fee of RMB32 million and interest accrued thereon. The claim of the Plaintiff B was rejected by the Shenzhen Intermediate People's Court in 2017. During the current period, the Plaintiff B has applied for retrial at the Guangdong High People's Court. The directors, after consulting the external legal counsel and in the view of all the facts and circumstances, considers that the economic outflows caused by the above case are not probable. Accordingly, the Group has not provided for any claim arising from the litigation, other than the related legal and other costs.
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MANAGEMENT DISCUSSION AND ANALYSIS
The principal activities of the Group during the period under review included the provision of financial printing, digital printing and other related services ("Commercial Printing Segment"), sales of hangtags, labels, shirt paper boards and plastic bags ("Hangtag Segment"), distribution and sales of motor vehicle parts ("MVP Segment"), provision of corporate finance advisory, asset management, securities brokerage services and margin financing ("Financial Services Segment"), property investment ("Property Investment Segment"), and dismantling and trading of scrap materials ("EP Segment").
Overall financial review
During the six months ended 30 June 2019 (the "1H2019"), the Group recorded a total revenue of approximately HK$403.4 million, which was mainly contributed by the EP Segment, the MVP Segment and the Commercial Printing Segment. The EP Segment contributed approximately 72.4% of the total revenue of the Group, the MVP Segment approximately 12.6% and the Commercial Printing Segment approximately 10.1%. The remaining part was contributed by other segments of the Company.
The Group's revenue for 1H2019 recorded a period-on-period increase of approximately 83.1%, which was mainly attributable to the increase in the revenue of the EP Segment from HK$113.8 million to HK$292.1 million; and the increase in revenue of the Financial Services Segment from HK$5.0 million to HK$14.0 million. Reasons for the increase in the relevant segment revenues are set out in the sections below.
In 1H2019, the Group also recorded a profit of approximately HK$57.1 million, which represented a decrease of approximately 83.6%. It was mainly attributable to (i) a loss on disposal of listed securities investments of approximately HK$82.5 million (the "Loss on Listed Investments") representing a reversal of all accumulated unrealized fair value gain on the listed securities investments recognised by the Group in prior periods; (ii) increase in finance costs of approximately HK$117.7 million; and (iii) decrease in the net exchange gain of approximately HK$145.3 million, the aggregate effect of which was partly offset by the increase in the fair value gain on the investment properties of approximately HK$91.5 million. Despite the Loss on Listed Investments recognised in 1H2019, the total realized gain on the listed securities investments over the years amounted to approximately HK$9.9 million. In April 2018, the Group completed an acquisition of two investment properties (the "Acquisition") which was financed by the promissory notes and the bank borrowings obtained by the Company, and 2-month interest expenses generated therefrom was recognised by the Group for the six months ended 30 June 2018 (the "1H2018"). In 1H2019, the promissory notes were repaid by a new bank borrowing obtained by the Group, and the increase in the finance costs for 1H2019 was mainly attributable to the 6-month interest expenses of the Group's bank borrowings for financing the Acquisition. The net exchange gain in both current and prior period was mainly arisen from the depreciation of Renminbi ("RMB") against Hong Kong dollars("HK$") which drove down the liabilities of the Company denominated in RMB upon translation to HK$. The decrease in this gain in the period under review was mainly due to the decrease in the net amount of the RMB-denominated liabilities of the Company as compared to that in the last corresponding period.
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Financial and business review of each segment
The EP Segment
As a major revenue stream of the Group, the EP Segment generated revenue of approximately HK$292.1 million in 1H2019, representing a significant increase of approximately 156.7% as compared to that in 1H2018. The increase was mainly attributable a rebound of the sales of scrap materials to the PRC customers since the tightening control policy of the imports of scrap materials (the "Policy") promulgated by the government of the PRC in the second quarter of 2018. As disclosed in the annual report of the Company for the year ended 31 December 2018, in the view of the Policy, the Group was looking for suitable location in East or Southeast Asia to develop another processing plant for dismantling, crushing, and smelting of scrap materials. In line with this, the Group has shifted its operations of the EP Segment to Malaysia and Japan in 1H2019 as a strategic move to mitigate the impacts caused by the Policy. The Group has
engaged subcontractors in Malaysia for processing of the scrap materials for the ultimate sales to the PRC customers. It also set up 偉祿環保株式會社 (translated as Realord
Environmental Protection Japan Co., Ltd.) and leased a processing plant in Osaka, Japan for the EP Segment business. The revenue of the EP Segment in 1H2019 was mainly generated from the sales of scrap materials of the Malaysia's operation. As a result of the increase in revenue, the EP Segment generated an operating profit of approximately HK$42.9 million, representing a significant increase of approximately 285.0% as compared to that in 1H2018.
The MVP Segment
The MVP Segment generated the second largest revenue to the Group in 1H2019, amounting to approximately 12.6% (i.e. HK$50.7 million) of the total revenue of the Group. The MVP Segment has a slight increase of revenue of approximately 9.2% in 1H2019 which was mainly attributable to the increase in sales to the wholesales customers. The performance of this segment was improved in 1H2019 as compared to that of 1H2018, evidenced by the significant increase of the profit from HK$0.1 million in 1H2018 to HK$5.4 million in 1H2019. The reason for the improvement was due to (i) increase in revenue; and (ii) reversal of impairment losses recognised on trade receivables as a result of appropriate credit control measures.
The Commercial Printing Segment
The Commercial Printing Segment contributed a revenue of approximately HK$40.7 million, which represented 10.1% of the Group's total revenue during 1H2019 and a decrease in revenue by 9.3% as compared to approximately HK$44.9 million in 1H2018. The operating profit decreased from HK$2.1 million to HK$0.7 million. Both decline in segment revenue and operating profit were resulted from the negative sentiment of the capital market which stagnated the merger and acquisition and fundraising activities during the period under review.
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The Financial Services Segment
The Financial Services Segment generated a revenue of approximately HK$14.0 million, representing 3.5% of the total revenue of the Group during the 1H2019. The revenue from this segment increased by 182.3% to HK$14.0 million as compared to approximately HK$5.0 million in 1H2018. The segment recorded an operating profit of approximately HK$1.3 million for 1H2019 as compared to approximately HK$0.4 million in 1H2018. The increase in the revenue of Financial Services Segment was mainly attributable to the consolidation of revenue generated by Optima Capital since completion of acquisition in April 2019, which enables the Group to provide more comprehensive financial services to its customers and thus improves the segment results during the period under review.
The Hangtag Segment
The Hangtag Segment generated a revenue of approximately HK$0.2 million, representing 0.1% of the Group's total revenue. The segment revenue decreased by 52.2% from approximately HK$0.5 million for 1H2018 to approximately HK$0.2 million for 1H2019. The operating loss derived from this segment was relatively minimal during the period under review and the last corresponding period.
The Property Investment Segment
The revenue of the Property Investment Segment was mainly generated from the rental income of the Group's investment properties. In 1H2018, the Group generated aggregate
rental income of approximately HK$9.8 million. In 1H2019, to facilitate the approval process by the Development and Reform Commission (發展和改革委員會) and other
government authorities in relation to the Group's application made for urban redevelopment of the Qiankeng Property from industrial use to public housing and residential use, the Group had terminated the lease agreement of the subject property for setting up the development projects (立項) in this regard. Due to the termination of the lease, the revenue generated from this segment decreased from HK$9.8 million to HK$5.7 million. Apart from this, the Property Investment Segment generated a profit of approximately HK$304.6 million in 1H2019, representing a slight decrease of approximately 13.9% as compared to that in 1H2018. This was mainly attributable to the increase in finance costs arising from the bank borrowings for financing the Acquisition of approximately HK$117.7 million, offset by the increase in the fair value gain on the investment properties of HK$91.5 million.
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Others
The Group invests in listed securities in Hong Kong for trading purpose and other club and school debenture in Hong Kong. The Group recorded a loss on disposal of the listed securities investment of approximately HK$82.5 million during the reporting period, which represented a reversal of all accounted unrealised fair value gain on such investments recognised in prior periods. The total net realised gain on this investment of the years was approximately HK$9.9 million. As at 30 June 2019, the financial assets at fair value through profit or loss amounted to approximately HK$7.1 million, which represented solely investments in club and school debentures.
Liquidity, financial resources and capital structure
The Group generally finances its operations with internally generated cash flow, cash reserve, banking facilities and facility provided by the ultimate holding company. During the period under review, the Group was financially sound with healthy cash position. The Group's bank balances and cash amounted to approximately HK$987.0 million as at 30 June 2019 (31 December 2018: HK$896.5 million) which were mainly denominated in HK$ and RMB (31 December 2018: HK$ and RMB). Its gearing ratio as at 30 June 2019 was 365.8% (31 December 2018: 266.6%), based on the interest-bearing borrowings denominated in HK$ and RMB (31 December 2018: HK$ and RMB) of approximately HK$8,993.2 million (31 December 2018: HK$7,674.9 million) and the equity attributable to owners of the Company of approximately HK$2,458.6 million (31 December 2018: HK$2,878.4 million). The interest bearing borrowings carried interest rate ranging from 3.8% to 9.55% per annum (31 December 2018: 3.48% to 7.6% per annum) with maturity ranging from within 1 year to 5 years (31 December 2018: within 1 year to 5 years).
The Board believes that the Group's cash holding, liquid assets, future revenue, available banking facilities and the facility provided by the ultimate holding company will be sufficient to meet the present working capital requirement of the Group.
Foreign Exchange
Most of the transactions of the Group were denominated in Hong Kong dollars, US dollars, Euro, Japanese Yen and Renminbi, while the Group held cash of approximately RMB750.1 million reserved for operating and treasury purpose as at 30 June 2019.
During the six months ended 30 June 2019, the Group is exposed to foreign exchange risk arising from exposure in the US dollars, Euro, Japanese Yen and Renminbi against Hong Kong dollars. The management has continuously monitored the level of exchange rate exposure and used foreign currency forward contract for hedging purpose when necessary. The Group did not use any financial instruments for hedging purpose as at 30 June 2019.
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Financial guarantees and charges on assets
As at 30 June 2019, corporate guarantees amounting to approximately HK$8,809.2 million (31 December 2018: HK$4,781.5 million) were given to banks by the Company for the provision of general banking facilities granted to its subsidiaries, while corporate guarantees amounting to approximately HK$8,507.7 million (31 December 2018: HK$4,480 million) was given to the bank in the PRC by the Company for the provision of general banking facilities granted to its PRC subsidiaries. Besides, the general banking facilities granted to the subsidiaries of the Company were secured by legal charges on certain investment properties and leasehold land and buildings owned by the Group with a total revalued value of approximately HK$8,997.2 million (31 December 2018: HK$8,244.4 million) and HK$66.5 million (31 December 2018: HK$68.2 million) respectively.
Events subsequent to the end of financial period
The Group has no significant events after the reporting period up to the date of this interim report.
REVIEW AND OUTLOOK
Evidenced by the increase of 83.1% in total revenue, 156.7% in the EP Segment revenue, 182.3% in the Financial Services Segment revenue, and 9.2% in the MVP Segment revenue and the new developments in the Financial Services Segment and the EP Segment through acquisitions of quality targets or change in major operating locations, the Group's business presented a diversified base to the Group and the Board considers that it will continue to explore business opportunities beneficial to the Group and the shareholders as a whole and maintain the diversified portfolio to derisk the volatility of the economy and the market in general.
The EP Segment
It is believed that the EP Segment will continue to be one of the major revenue streams of the Group and in view of the promulgation of the Policy, the Group expects that the major drivers of the EP Segment would be the Malaysia's operation and the Japan's operation. The Group will continue to explore the feasible delivery and processing options from Malaysia and Japan and it is the Group's target to commence the local sales in Japan through the leased processing plant in Osaka.
As the profit guarantee of not less than HK$50 million for the year ended 31 December 2018 as given by the vendor in the acquisition of the entire equity interest in Realord Environmental Protection Industrial Company Limited has been fulfilled, 2,500,000 new shares were allotted and issued as consideration shares to the vendor in June 2019. Details of the profit guarantee was set out in the announcement of the Company dated 31 May 2019.
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The MVP Segment
In 2019, the Group's strategy as to the MVP Segment is to continue to focus on the wholesale business of the motor vehicle parts, as well as sales on online platform and the automobile sales service shops located in the PRC. The existing customers of the Group are mainly from Guangzhou, and the Group will start to explore other business opportunities in other provinces of the PRC.
The Financial Services Segment
In April 2019, the Group completed its acquisition of 60% issued share capital of Optima Capital, which is a corporation licensed to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising corporate finance) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and is principally engaged in provision of corporate finance advisory services in Hong Kong. The Group believes that the acquisition strengthens the Financial Services Segment of the Group in Hong Kong and it facilitates the Group to build an one stop financial service platform with good branding and market positioning.
The Group, together with 5 other independent third parties, had also applied for the approval from the China Securities Regulatory Commission ("CSRC") of the establishment of a security company in Guangzhou Pilot Free Trade Zone, which is currently under review of CSRC. The Company will update the shareholders with the progress of the application.
The Commercial Printing Segment
The Group contemplates the continuous competition for the Commercial Printing Segment over the years and expects that the competition in the market will hinder the Group to pass the inflating operating costs to customers in coming years. This will limit the profit margin for the Commercial Printing Segment in the foreseeable future. The Directors will keep reviewing and assessing the risks, benefits and prospects thereof along the operations.
The Property Investment Segment
In March 2019, the Group completed an acquisition of a company which principal assets is a residential property of Villa Bel-Air, Hong Kong. The Group considers that this acquisition would further diversify the Group's portfolio of investment properties and strength the Property Investment Segment. In addition to this, the Group holds other investment properties including but not limited to that in Realord Villas in Gualan District and that in Guangming High-Tech Zone - East District, Guangming District. Both investment properties are located in direct administrative districts which had been designated for speedy economic development by the local PRC governments. It is expected that the growth engine for the development of these two districts will be the investors within Shenzhen City or from other regions of the PRC. The Group is optimistic to the property market in these two districts and in view of this, has engaged a consultant to establish a bespoke rebranding strategy and refurbishment plan for its investment properties.
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The Hangtag Segment
The operating environment of the Hangtag Segment would remain challenging and the Directors will review and assess the risks, benefits and prospects thereof along the operations.
Others
The Group has initiated works to enable the redevelopment of the Qiankeng property and the Zhangkenjing property for more than a year. The Zhangkenjing property was acquired by the Group in September 2015. In February 2017, the Group has made an application to the PRC government authority to change the land use of the Zhangkenjing property from industrial use to residential apartments and office use for redevelopment purpose. In accordance with the notice from the government authority, the application is being processed and reviewed by the relevant authorities and is still under review as at the reporting date. The Qiankeng property was acquired by the Group in June 2016 and the application for urban redevelopment of the Qiankeng property from industrial use to public housing and residential use was also made to 深 圳 市 龍 華 區 城 市 更 新 局 (Shenzhen Longhua District Urban Renewal Bureau) in May 2017. It was noted that the Qiankeng property has been included in the relevant urban renewal bureau's announcement regarding the proposed urban redevelopment plan for the Longhua District of 2019. The Company is uncertain about when the approvals will finally be granted but it expects that it should be granted in second half of 2019, subject to government schedules, and thereafter the redevelopment works will commence. The Group has also obtained consents from local residents regarding another redevelopment plan located in Nanshan District, Shenzhen.
LITIGATION AND CONTINGENT LIABILITIES
Save as disclosed in note 25 to the condensed consolidated financial statements, the Group has no other litigation and contingent liabilities.
DIVIDENDS
The directors do not recommend the payment of interim dividend for the six months ended 30 June 2019 (For the six months ended 30 June 2018: Nil).
DIRECTORS' INTERESTS IN CONTRACTS
Saved as disclosed in note 23 to the condensed consolidated financial statements, no other directors had a material interest in any contract of significance to the business of the Group to which the Company or any of its subsidiaries was a party during the six months ended 30 June 2019.
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DIRECTORS' INTERESTS IN COMPETING BUSINESSES
None of the directors or any of their respective associates has interest in any business that competes or is likely to compete, either directly or indirectly, with the business of the Group, or has any other conflict of interest with the Group.
CORPORATE GOVERNANCE
The Company is committed to maintaining high standards of corporate governance practices. In the opinion of the directors, the Company has complied with all code provisions in the Code on Corporate Governance Practices (the "Code") set out in Appendix 14 of the Listing Rules for the six months ended 30 June 2019.
PURCHASE, REDEMPTION OR SALE OF LISTED SECURITIES
For the six months ended 30 June 2019, the Company has not redeemed any of its listed securities. Neither the Company, nor any of its subsidiaries purchased or sold any of the Company's listed securities during the period.
EMPLOYMENT AND REMUNERATION POLICIES
As at 30 June 2019, the Group had an available workforce of approximately 240, of which around 90 were based in the PRC. Remuneration packages are generally structured by reference to market terms and individual merits. Salaries are normally reviewed on an annual basis and bonuses paid, if any, will also be based on performance appraisals and other relevant factors. Staff benefit plans maintained by the Group include mandatory provident fund scheme, share option scheme and medical insurance. The Group has established a Remuneration Committee with written terms of reference in compliance with the Code as set out in Appendix 14 to the Listing Rules. The Remuneration Committee has reviewed and determined the Group's remuneration policy, including the policy for the remuneration of executive directors, the levels of remuneration paid to executive directors and senior management of the Group. The Remuneration Committee comprises 3 members, namely Dr. Li Jue, Dr. Lin Xiaohui, and Mr. Yu Leung Fai. This Committee is chaired by Dr. Li Jue.
MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS
The Company has adopted the Model Code as set out in Appendix 10 of the Listing Rules as its code of conduct regarding securities transactions by the directors. All directors have confirmed, following a specific enquiry by the Company, that they have fully complied with the required standard as set out in the Model Code throughout the period under review.
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AUDIT COMMITTEE AND REVIEW OF FINANCIAL STATEMENTS
The Group has established an Audit Committee with written terms of reference in accordance with the Listing Rules. The Audit Committee comprises 3 members, whom are independent non-executive directors, namely Mr. Yu Leung Fai, Mr. Fang Jixin and Dr. Li Jue. This Committee is chaired by Mr. Yu Leung Fai. The Audit Committee has reviewed with management about the accounting principles and practices adopted by the Group and discussed auditing, risk management, internal controls and financial reporting matters including a review of the unaudited interim results for the six months ended 30 June 2019.
PUBLICATION OF THE INTERIM RESULTS AND 2019 INTERIM REPORT ON THE WEBSITES OF THE STOCK EXCHANGE AND THE COMPANY
This interim results announcement is published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (http://www.realord.com.hk), and the 2019 interim report containing all the information required by the Listing Rules will be despatched to the shareholders and published on the respective websites of the Stock Exchange and the Company in due course.
APPRECIATION
On behalf of the Board, I would like to express its sincere gratitude to all our staff for their dedication and contribution, as well as to all our customers, suppliers, business associates and shareholders for their continuous support to the Group over the period.
By Order of the Board
Lin Xiaohui
Chairman
Hong Kong, 28 August 2019
As at the date of this announcement, the executive Directors of the Company are Dr. Lin Xiaohui, Madam Su Jiaohua and Mr. Lin Xiaodong and the independent non-executive Directors are Mr. Yu Leung Fai, Mr. Fang Jixin and Dr. Li Jue.
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Realord Group Holdings Ltd. published this content on 29 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 August 2019 22:35:05 UTC