Interim Report 2020
CONTENTS
- Corporate Information
- Financial Highlights
- Our COVID-19 Journey
8 Management Discussion and Analysis
16 Other Information
- Independent Review Report
- Condensed Consolidated Statement of Profit or Loss
- 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 Financial Statements
CORPORATE INFORMATION
BOARD OF DIRECTORS
Executive Directors
Mr. CHOI Man Shing (Chairman)
Mr. TO Ki Cheung (Chief Executive Officer)
Mr. KOH Ming Fai
Mr. FU Kwok Fu
Non-executive Director
Mr. GUO Pengcheng
Independent Non-executive Directors
Mr. MOK Kwok Cheung Rupert
Mr. AU Yu Chiu Steven
Prof. YUNG Kai Leung
BOARD COMMITTEE
Audit Committee
Mr. AU Yu Chiu Steven (Chairman)
Mr. MOK Kwok Cheung Rupert
Prof. YUNG Kai Leung
Nomination Committee
Mr. CHOI Man Shing (Chairman)
Mr. MOK Kwok Cheung Rupert
Prof. YUNG Kai Leung
Remuneration Committee
Mr. MOK Kwok Cheung Rupert (Chairman)
Mr. CHOI Man Shing
Prof. YUNG Kai Leung
Risk Management Committee
Mr. KOH Ming Fai (Chairman)
Mr. KWOK Kam Ming
Ms. HU Fang
Mr. ZHANG Changqing
Mr. LAI Hoi Ming
Environmental, Social and Governance Committee
Mr. FU Kwok Fu (Chairman)
Mr. LAI Hoi Ming
Ms. TSUI Lai Ki Vicki
COMPANY SECRETARY
Ms. TSUI Lai Ki Vicki
AUTHORISED REPRESENTATIVES
Mr. CHOI Man Shing
Mr. TO Ki Cheung
REGISTERED OFFICE
Cricket Square, Hutchins Drive,
P. O. Box 2681, Grand Cayman,
KY1-1111, Cayman Islands
HEADQUARTERS AND PRINCIPAL PLACE OF BUSINESS IN HONG KONG
Flat B2, 7th Floor, Phase 2, Hang Fung Industrial Building, 2G Hok Yuen Street,
Hung Hom, Kowloon, Hong Kong
AUDITOR
RSM Hong Kong
29th Floor, Lee Garden Two,
28 Yun Ping Road,
Causeway Bay, Hong Kong
PRINCIPAL SHARE REGISTRAR
Conyers Trust Company (Cayman) Limited
Cricket Square, Hutchins Drive,
P. O. Box 2681, Grand Cayman,
KY1-1111, Cayman Islands
HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE
Tricor Investor Services Limited
Level 54, Hopewell Centre,
183 Queen's Road East,
Hong Kong
PRINCIPAL BANKERS
The Hongkong and Shanghai Banking Corporation Limited Hang Seng Bank Limited
Bank of China (Hong Kong) Limited
INVESTOR RELATIONS CONTACTS
IR Department - Vincent Medical Holdings Limited
Telephone | : | (852) 2365 5688 |
Fax | : | (852) 2765 8428 |
: | investors@vincentmedical.com |
STOCK CODE
1612
COMPANY WEBSITE
www.vincentmedical.com
2 | Vincent Medical Holdings Limited INTERIM REPORT 2020 |
FINANCIAL HIGHLIGHTS
For the six months ended 30 June (unaudited) | ||||||||||
2020 | 2019 | Change | ||||||||
HK$'000 | HK$'000 | |||||||||
Revenue | 502,346 | 246,524 | +103.8% | |||||||
Gross profit | 225,304 | 83,698 | +169.2% | |||||||
Profit for the Period | 109,476 | 15,510 | +605.8% | |||||||
Profit attributable to owners of the Company | 91,842 | 13,667 | +572.0% | |||||||
Earnings per share | ||||||||||
Basic (HK cents) | 14.40 | 2.14 | +572.9% | |||||||
Dividend per share (HK cents) | nil | nil | n/a | |||||||
REVENUE ANALYSIS | ||||||||||
By Product Category | ||||||||||
1H2020 | 1H2019 | |||||||||
7% | 17% | 10% | ||||||||
31% | ||||||||||
4% | ||||||||||
72% | 42% | |||||||||
17% | ||||||||||
Respiratory | Imaging disposables | Orthopaedic and rehabilitation | Others | |||||||
By Business Segment | ||||||||||
1H2020 | 1H2019 | |||||||||
25% | ||||||||||
75% | ||||||||||
50% | 50% |
OBM | OEM | |
INTERIM REPORT 2020 Vincent Medical Holdings Limited | 3 |
Our COVID-19 Journey
Early
resumption
of production after Chinese New Year
Accelerating
global product
registration
2,500 sq.m. cleanroom expansion
Contributing to
worldwide
government
stockpile
Protecting health and safety of sta
3x
Production
ramp-up
Battling COVID-19
Our workhorse inspired VHB20 Heated Humidifier, is one of the very few devices in the field that is able to deliver "True Relative Humidity" at >98%.
When connected to a ventilator, it adds moisture to the gas supply to facilitate mucociliary transport and clearance, as well as extra comfort to a patient receiving respiratory assist.
Our inspired IICTM effectively heats the breathing tube and maintaining the temperature in order to keeps water vapor from condensing, which can occur when warm interior and cold exterior temperatures come to touch. Effective heating
will help maintain moisture in gas from in the inspiratory limb to reach the patient. In combination of our high filtration inspired Vent-XTM vapor expellant technology, we are able to reduce and control condensation in the expiratory limb, preventing condensate from flowing back into a ventilator.
Our range of bacteria filters are also used in this humidification system between the expiratory limb of the breathing circuit and the ventilator, to catch any bacteria or virus traveling in water droplets that may be present in the contamination as well as infection against the next patient or caregivers in close proximity with the equipment.
As High Flow Nasal Oxygenation (HFNO) flourishes in all international clinical guidelines as a preferred treatment protocol for Novel Coronavirus, 6,000 units of our inspired O2FLOTM has been distributed around the world in over 30 countries to help treat patients with mild to moderate symptoms in hospitals as well as homecare environments.
Heated and humidified gas when supplied in high flow by a powerful turbine, combined with external oxygen supply, washes out the de-oxygenated deadspace in the upper airway of a patient. By maintaining a continuous positive airway pressure in the respiratory tract, work of breathing is reduced. Oxygen enriched gas, inspired at ease, improves and encourages effective alveoli recruitment.
This relieves hypoxemia - the most common and one of the first COVID symptoms. More importantly, when administered at stages early enough, HFNO can save a patient from mechanical ventilation, which is often traumatic both physically and mentally.
For more information about our latest products, please visit www.inspired-medical.com.
MANAGEMENT DISCUSSION AND ANALYSIS
INTERIM RESULTS
The board (the "Board") of directors (the "Directors") of Vincent Medical Holdings Limited (the "Company") is pleased to present the unaudited condensed consolidated interim results of the Company and its subsidiaries (collectively the "Group") for the six months ended 30 June 2020 ("1H2020" or the "Period"), together with the comparative figures for the six months ended 30 June 2019 ("1H2019"). This report has been reviewed by RSM Hong Kong, the external auditor of the Company, and the Company's audit committee (the "Audit Committee").
1H2020 was transformational for Vincent Medical, as the Group's revenue and profitability soared to record high. Total revenue increased by 103.8% to HK$502.3 million (1H2019: HK$246.5 million), with the original brand manufacturing ("OBM") segment becoming the key growth engine, surpassing the revenue contribution from the original equipment manufacturing ("OEM") segment. Overall gross profit margin significant increased by 10.9 percentage points to 44.9% (1H2019: 34.0%), leading to an exponential growth of 5.7 times in profit attributable to owners of the Company to HK$91.8 million (1H2019: HK$13.7 million). Basic earnings per share of the Company (the "Share(s)") surged 5.7 times to HK14.40 cents (1H2019: HK2.14 cents). The Board did not recommend the payment of an interim dividend to the shareholders of the Company (the "Shareholders") for 1H2020 (1H2019: Nil).
REVIEW OF OPERATIONS
As one of the key global suppliers of respiratory devices and disposables, the COVID-19 pandemic has greatly increased product demand, providing a window for Vincent Medical to contribute and the catalyst for the fast growth in 1H2020.
Towards the end of January 2020, the Group started to see an increasing demand for its respiratory devices from the People's Republic of China (the "PRC"), and has then initiated its crisis management procedure.
Despite the temporary supply shortage in the PRC, the Group strived to ramp up its manufacturing capabilities immediately after Chinese New Year. With the production and supply chain gradually returned to normal, the Group was able to triple its production capacity by June 2020 thanks to the swift response from our devoted staff, along with the support from the local government.
While the Group strived to safeguard the supply of critical devices and consumables to its worldwide partners, safety of staff is always the number one priority. The Group implemented proactive measures to protect the health and safety of our workers including visitor and travel restrictions, social distancing at production facilities, remote work for office-based colleagues, temperature monitoring and supply of personal protective equipment (PPE) to staff and their families.
The significant increase in profitability in 1H2020 was a testament to the Group's long-term strategy of respiratory-focused research and development ("R&D") to optimise product portfolio, its efficient and agile manufacturing capabilities, as well as the solid foundation of its operation.
OBM Segment
During the Period, the OBM segment has become the major revenue contributor to the Group, accounting for slightly over
50.0% (1H2019: 24.6%) of the Group's total revenue. The significant revenue jump of 313.8% to HK$251.2 million (1H2019: HK$60.7 million) was primarily driven by the increasing global demand for respiratory devices and ventilation disposables (breathing circuits and filters) to treat COVID-19 patients, as well as the growth in disposables sales benefited from the increasing number of installed base of the inspiredTM VHB series humidifiers (the "VHB Humidifier") and the inspiredTM O2FLO high flow respiratory humidifier (the "O2FLO"), a standalone nasal high-flow therapy device with dedicated disposables in the existing and new markets.
Segment gross profit margin surged by 16.9 percentage points to 56.3% (1H2019: 39.4%), attributable to the strong growth in sales of the higher-margin O2FLO and the VHB Humidifier.
8 | Vincent Medical Holdings Limited INTERIM REPORT 2020 |
MANAGEMENT DISCUSSION AND ANALYSIS
The following table sets forth the revenue breakdown of the Group's OBM segment by product category:
For the six months ended 30 June (unaudited) | ||||||||||||
2020 | 2019 | Change | ||||||||||
% of segment | % of segment | |||||||||||
HK$'000 | revenue | HK$'000 | revenue | |||||||||
Respiratory products | ||||||||||||
- Electronic devices | 127,098 | 50.6% | 10,035 | 16.5% | +1,166.5% | |||||||
- Disposables | 120,573 | 48.0% | 44,808 | 73.8% | +169.1% | |||||||
247,671 | 98.6% | 54,843 | 90.3% | +351.6% | ||||||||
Orthopaedic and | ||||||||||||
rehabilitation products | 3,547 | 1.4% | 5,868 | 9.7% | -39.6% | |||||||
Total | 251,218 | 100.0% | 60,711 | 100.0% | +313.8% | |||||||
Demand for the Group's respiratory devices and disposables across the globe has accelerated in a way that was unprecedented, with sales gaining further momentum in the second quarter of 2020 due to the virus outbreak in Europe, the United States (the "US") and the rest of the world. While there was a huge demand for invasive mechanical ventilator, the active humidification system, a key component of hospital-use mechanical ventilators, was also in huge demand. For patients who are critically ill and require the support of ventilators, the VHB Humidifier is the servo feedback system which is a critical part of the life supporting system for them. Supported by the related disposables including humidification chambers, breathing circuits and filters, the VHB Humidifier provides warm and humidified air to intubated patients, and is a standard of care in mechanical ventilation. During the Period, the Group delivered a total of 95,572 units (1H2019: 3,840 units) of VHB Humidifiers to support ventilator makers, with sales from the VHB Humidifier and the related disposables recorded a significant growth of 587.9% to HK$119.7 million (1H2019: HK$17.4 million).
Meanwhile, the O2FLO has gained traction in the treatment of patients with COVID-19. A series of published evidence, guidance documents issued by the government and health administration and clinical case studies have indicated that high-flow nasal cannula may reduce the need for invasive ventilation and escalation of therapy compared with conventional oxygen therapy in patients with acute hypoxemic respiratory failure and has now become one of the key treatments used in helping patients with milder COVID-19 symptoms.
Since the official launch of the O2FLO in November 2019, the Group has accumulated an installed base of over 6,000 units in over 30 countries, including the PRC, Japan, Saudi Arabia, India, United Kingdom, Germany, Turkey and South Africa. This unit also requires the use of dedicated single-use disposables such as humidification chambers, nasal cannula, breathing circuits and filters, in order to deliver the optimal airflow to patients. During the Period, the Group delivered 4,306 units (1H2019: 200 units) of the O2FLO and the sales of O2FLO's dedicated disposables and accessories reached HK$25.6 million (1H2019: HK$0.2 million).
In addition to the VHB Humidifier and the O2FLO, the HypnusTM positive airway pressure device 7 series and 8 series were one of the first non-invasive ventilators being used in the treatment of COVID-19 patients in the PRC. During the Period, 5,607 units (1H2019: 2,346 units) of the HypnusTM devices were sold.
As for the sales of orthopaedic and rehabilitation products, it was negatively impacted by COVID-19 as planned non-urgent surgical procedures and the relevant marketing activities were postponed.
INTERIM REPORT 2020 Vincent Medical Holdings Limited | 9 |
MANAGEMENT DISCUSSION AND ANALYSIS
The table below sets forth the revenue breakdown of the Group's OBM segment by location of customers:
For the six months ended 30 June (unaudited) | ||||||||||||
2020 | 2019 | Change | ||||||||||
% of segment | % of segment | |||||||||||
HK$'000 | revenue | HK$'000 | revenue | |||||||||
The PRC | 141,020 | 56.1% | 32,031 | 52.8% | +340.3% | |||||||
Europe | 36,978 | 14.7% | 9,705 | 16.0% | +281.0% | |||||||
Saudi Arabia | 30,554 | 12.2% | 271 | 0.4% | +11,174.5% | |||||||
North America | 8,021 | 3.2% | 5,020 | 8.3% | +59.8% | |||||||
India | 6,908 | 2.8% | 817 | 1.3% | +745.5% | |||||||
Others (including Israel, | ||||||||||||
Latin America and etc.) | 27,737 | 11.0% | 12,867 | 21.2% | +115.6% | |||||||
Total | 251,218 | 100.0% | 60,711 | 100.0% | +313.8% | |||||||
The PRC market continues to be the major market for the OBM segment, with sales grew by 340.3% to HK$141.0 million (1H2019: HK$32.0 million). With our persistent efforts to expand and penetrate key markets, the installed base of inspiredTM brand devices recorded a significant growth, resulting in an increasing regional market share at a fast pace. Nonetheless, the Group has further strengthened its cooperation with its business partners and distributors in overseas markets, and gained a sustainable revenue of HK$110.2 million (1H2019: HK$28.7 million) from the international market for the first time. With the grant of Emergency Use Authorization (the "EUA") from the Food and Drug Administration of the US (the "FDA") on the O2FLO and certain disposables, the Group is in negotiation with its partners in North America for the launch of those products.
OEM Segment
For the Group's OEM segment, demand for certain respiratory products has also increased significantly, including the Ventec One-CircuitTM for the VOCSN ventilator, the Ventway Sparrow® ventilator and other respiratory disposable products for its long-term OEM customers. The Group has in turn, boosted its production capacity and to help address the higher demand of such OEM products.
The following table sets forth the revenue breakdown of the Group's OEM segment by product category:
For the six months ended 30 June (unaudited) | |||||||||||||
2020 | 2019 | Change | |||||||||||
% of segment | % of segment | ||||||||||||
HK$'000 | revenue | HK$'000 | revenue | ||||||||||
Respiratory products | 115,751 | 46.1% | 49,126 | 26.4% | +135.6% | ||||||||
Imaging disposable products | 83,602 | 33.3% | 76,752 | 41.3% | +8.9% | ||||||||
Orthopaedic and | |||||||||||||
rehabilitation products | 17,493 | 7.0% | 36,174 | 19.5% | -51.6% | ||||||||
Other products (including moulds, | |||||||||||||
surgical disposables, patient | |||||||||||||
warming blankets and infusion | |||||||||||||
regulators) | 34,282 | 13.6% | 23,761 | 12.8% | +44.3% | ||||||||
Total | 251,128 | 100.0% | 185,813 | 100.0% | +35.2% | ||||||||
10 | |||||||||||||
Vincent Medical Holdings Limited | INTERIM REPORT 2020 |
MANAGEMENT DISCUSSION AND ANALYSIS
Higher revenue contribution from respiratory products were mainly attributable to the additional orders for the Ventec One-CircuitTM and other respiratory disposables from the Group's major OEM customers. Imaging disposable products also recorded a 8.9% growth in revenue as the supply of certain raw materials resumed in the second quarter of 2020. In aggregate, the growth in these two product categories was able to more than offset the decrease in revenue from orthopaedic and rehabilitation products, which was suffering from a decrease in demand due to the postponement of orthopaedic procedures under COVID-19. The OEM segment gross profit margin increased to 33.4% (1H2019: 32.2%), primarily attributable to product mix enhancement and greater economics of scale in production.
The table below sets forth the revenue breakdown of the Group's OEM segment by location of customers:
For the six months ended 30 June (unaudited) | ||||||||||||
2020 | 2019 | Change | ||||||||||
% of segment | % of segment | |||||||||||
HK$'000 | revenue | HK$'000 | revenue | |||||||||
North America | 199,690 | 79.5% | 150,602 | 81.1% | +32.6% | |||||||
Israel | 18,564 | 7.4% | 1,775 | 0.9% | +945.9% | |||||||
Europe | 17,625 | 7.0% | 10,246 | 5.5% | +72.0% | |||||||
Japan | 8,404 | 3.4% | 8,008 | 4.3% | +4.9% | |||||||
Others (including Hong Kong, | ||||||||||||
Australia and etc.) | 6,845 | 2.7% | 15,182 | 8.2% | -54.9% | |||||||
Total | 251,128 | 100.0% | 185,813 | 100.0% | +35.2% | |||||||
During the Period, the Group's OEM sales to North America increased by 32.6% to HK$199.7 million, mainly attributable to the additional orders for ventilator related disposables from customers. Sales to Israel increased by 945.9% attributable primarily to the manufacturing of the Ventway Sparrow® ventilator and the related disposables.
Investments and collaboration
On 29 June 2020, the FDA cleared the Somnera™ positive airway pressure delivery system of Fresca Medical, Inc. ("Fresca"). This is the second FDA approval, a "510(k) clearance", following the granting of our de novo application in mid of 2018. The clearance covers the commercial version of Fresca's system, including the auto-adjusting pressure algorithm, cloud features, "go to sleep" ramp, elegant touchscreen-controlled airbox, and the molded/manufactured versions of all of the system components. The Fresca team is now focusing on ramping up the manufacturing capability and supporting its market launch.
During the Period, the Ventway Sparrow® ventilator of Inovytec Medical Solutions Ltd. ("Inovytec") received strong market demand as this compact, ultra-handy and user-friendly ventilator is suitable for chronic or life support-ventilation of COVID-19 patients. Ventway Sparrow® ventilator received the EUA in March 2020. As a key manufacturer for Inovytec, the Group has expanded its production line for Ventway Sparrow® ventilator and its dedicated disposables.
With an accumulated active user base of over one million individual households and over 1,500 corporate users, 廣州柏 頤信息科技有限公司 (translated as "Guangzhou 100ecare Technology Co. Ltd.", "100ecare") was selected as one of the top 10 "2020 Elderly Care Service Enterprise" in the PRC. In May 2020, 100ecare launched its new "Home Security Alarm" service to connect elderly care service centers with the elderlies at home, by utilizing its smart elderly healthcare platform to consolidate the service needs of elderlies and alert the relevant service support centers in real time.
INTERIM REPORT 2020 Vincent Medical Holdings Limited | 11 |
MANAGEMENT DISCUSSION AND ANALYSIS
OUTLOOK
The pandemic will continue in the second half of 2020 and has already changed the global healthcare system. While we are not certain when COVID-19 will be under control, what is certain is that global demand for COVID-19 related medical devices will continue to increase and Vincent Medical continues in supplying these respiratory devices. With over 20 years in respiratory and humidification, a key supplier to the major global respiratory companies and an increasing distribution network into 70 countries, the Group expects continuous growth for the second half of 2020. Vincent Medical will continue to drive market expansion while building an even stronger intellectual property and patent portfolio. The acceleration of demand has seen a faster installed base of the inspiredTM brand products and in particularly with the VHB Humidifier and O2FLO. The greater use and acceptance of inspiredTM products globally will increase over time and allow the Group to penetrate further with future product portfolio expansion.
Going forward, Vincent Medical will continue to pursue a growth strategy of "device + disposables" through the introduction of new devices, as well as deriving recurring income from dedicated disposables. The pandemic has put the spotlight on the use of high flow oxygen therapy in the treatment of respiratory failure, yet the full potential of high flow oxygen therapy has yet to be realised as the therapy can be used in numerous respiratory treatments beyond COVID-19. We will see accelerated adoption and expansion of the use throughout the hospital and there are signs that such treatments have potential for home use in the future. We will certainly see more and more clinical papers and discussions on high flow oxygen therapy in the near future. To further capture such growing market, the Group will continue to invest in product innovation and aims to be a significant player with strategic collaboration with global medical technology companies and distributors.
On cost and efficiency, the Group will continue to improve its production and operation efficiency in order to support sustainable business growth and further improvement in profitability. It will also strive to streamline its corporate structure and exercise caution over the management of working capital.
The Group would not be able to achieve the above without the support of its stakeholders. As such, the Group would like to recognise its suppliers, customers, business partners, government agencies - and especially, its employees - for their enormous contributions during this challenging time. Everyone at Vincent Medical have worked tirelessly and selflessly in fighting COVID-19 everyday. As one of the key respiratory suppliers, the Group will continue to do everything to support the healthcare system in fighting against the pandemic.
FINANCIAL REVIEW
REVENUE
Total revenue increased by 103.8% to HK$502.3 million (1H2019: HK$246.5 million), largely driven by the surging demand for respiratory products, the launch of new products under the OBM segment and new orders under the OEM segment.
GROSS PROFIT AND GROSS PROFIT MARGIN
Gross profit margin significantly improved to 44.9% (1H2019: 34.0%), largely reflecting the enhancement of product mix with much stronger sales from electronic devices and greater economies of scale in production as revenue continued to increase with a relatively stable cost of revenue. Gross profit recorded a strong growth of 169.2% to HK$225.3 million (1H2019: HK$83.7 million).
SELLING AND DISTRIBUTION EXPENSES
Selling and distribution expenses increased by 42.3% to HK$22.2 million (1H2019: HK$15.6 million) with its percentage of
revenue decreased to 4.4% (1H2019: 6.3%), primarily attributable to the increase in sales volume yet under an effective control of selling and distribution expenses.
12 | Vincent Medical Holdings Limited INTERIM REPORT 2020 |
MANAGEMENT DISCUSSION AND ANALYSIS
ADMINISTRATIVE EXPENSES
Administrative expenses increased by 53.4% to HK$73.5 million (1H2019: HK$47.9 million), primarily attributable to increased R&D expenses and higher administrative personnel related expenses due to increased number of staff and general increase in average salary. Administrative expenses for the Period accounted for 14.6% of revenue (1H2019: 19.4%).
INCOME TAX EXPENSE
Income tax expense increased by 473.5% to HK$19.5 million (1H2019: HK$3.4 million), implying an effective tax rate for the
Group of 15.1% for the Period (1H2019: 18.0%).
PROFIT ATTRIBUTABLE TO OWNERS OF THE COMPANY
Profit attributable to owners of the Company increased by 570.1% to HK$91.8 million (1H2019: HK$13.7 million), attributable primarily to the strong growth in revenue, greater economies of scale in production and effective control of expenses during the Period.
PROPERTY, PLANT AND EQUIPMENT
During the Period, the Group expanded its production capacity through the purchase of additional machineries, tooling and equipment and the fitting of an additional floor of production area. Capital expenditure on property, plant and equipment for the Period were HK$21.6 million (1H2019: HK$16.5 million). As at 30 June 2020, property, plant and equipment was HK$80.6 million (31 December 2019: HK$68.7 million).
INVENTORIES
Inventories as at 30 June 2020 was HK$224.6 million (31 December 2019: HK$118.5 million). The increase was attributable to the additional safety stock in raw materials in response to the surging market demand.
TRADE RECEIVABLES
Trade receivables as at 30 June 2020 was HK$191.5 million (31 December 2019: HK$112.7 million), in line with the higher sales during the Period.
HUMAN RESOURCES
As at 30 June 2020, the total number of full-time employees of the Group was 2,151 (31 December 2019: 1,149). The remuneration of employees was determined according to their experience, qualifications, result of operations of the Group and market condition. We offered senior management performance-based bonus and share options to reward and retain a high calibre management team. We also adopted commission and incentive plans to motivate and reward our sales and marketing team.
During the Period, staff costs including Directors' emoluments (excluding capitalised salaries and wages of R&D staff) amounted to HK$108.1 million (1H2019: HK$74.3 million), representing 21.5% (1H2019: 30.1%) of the Group's revenue. The increase was mainly due to the increase in the number of employees, salary adjustment and rise in overtime wages.
INTERIM REPORT 2020 Vincent Medical Holdings Limited | 13 |
MANAGEMENT DISCUSSION AND ANALYSIS
LIQUIDITY AND FINANCIAL RESOURCES AND BORROWINGS
Bank and cash balances as at 30 June 2020 was HK$109.9 million (31 December 2019: HK$70.0 million). This was a result of the net cash inflow from operating activities of HK$71.7 million, net cash outflow from investing activities of HK$29.3 million, net cash inflow from financing activities of HK$1.0 million and the negative effect of foreign exchange rate changes of HK$3.5 million. Most of the bank and cash balances were denominated in HKD, US dollars ("USD") and Renminbi ("RMB").
Net cash outflow from investing activities during the Period were mainly due to the purchase of property, plant and equipment of HK$21.6 million and additions to other intangible assets of HK$7.9 million, while net cash inflow from financing activities mainly arose from net cash inflow of HK$16.8 million from borrowings, net off by dividend paid to owners of the Company and principal elements of lease payment.
As at 30 June 2020, total borrowings amounted to HK$47.0 million (31 December 2019: HK$30.6 million). The increase was primarily due to new bank loans of HK$18.2 million raised during the Period. The net gearing ratio, which was calculated on the basis of the amount of total borrowings divided by the total equity attributable to owners of the Company, was 0.11 (31 December 2019: 0.09). As at 30 June 2020, the Group had unutilised bank facilities of HK$20.0 million.
CAPITAL STRUCTURE
As at 30 June 2020, the issued share capital of the Company was approximately HK$6.4 million, comprising 637,650,000 Shares of nominal value of HK$0.01 per Share.
SIGNIFICANT INVESTMENTS
As at 30 June 2020, the Company considered that the significant investments were as follows:
Equity investments at fair value through other comprehensive income | |||||||
Approximate | |||||||
Name of | percentage of | Fair value of | Assets ratio defined | ||||
company | Principal business | shareholding | Total investment | the equity investment | under the Listing Rules | ||
30 June | 31 December | 30 June | 31 December | ||||
2020 | 2019 | 2020 | 2019 | ||||
(unaudited) | (audited) | (unaudited) | (audited) | ||||
Inovytec | An Israeli medical device company | 13.68% | US$3.0 million | US$1.9 million | US$1.9 million | 1.8% | 2.6% |
specialises in the development, | (equivalent to | (equivalent to | (equivalent to | ||||
production and marketing of devices | HK$23.4 million) | HK$15.1 million) | HK$15.1 million) | ||||
for out-of-hospital critical care, | |||||||
respiratory, cardiac, central nervous | |||||||
system and trauma emergencies. | |||||||
Fresca | A US California-based sleep solution and | 17.5% | US$3.0 million | US$0.8 million | US$1.1 million | 0.7% | 1.5% |
connected health company that is | (equivalent to | (equivalent to | (equivalent to | ||||
developing a system for the treatment | HK$23.4 million) | HK$5.9 million) | HK$8.6 million) | ||||
of obstructive sleep apnea. |
14 | Vincent Medical Holdings Limited INTERIM REPORT 2020 |
MANAGEMENT DISCUSSION AND ANALYSIS
Investment in a joint venture | |||||||
Approximate | |||||||
Name of | percentage of | Carrying amount | Assets ratio defined | ||||
company | Principal business | shareholding | Total investment | of investment | under the Listing Rules | ||
30 June | 31 December | 30 June | 31 December | ||||
2020 | 2019 | 2020 | 2019 | ||||
(unaudited) | (audited) | (unaudited) | (audited) | ||||
100ecare | A PRC-based company specialises in | 10% | RMB8.0 million | RMB8.4 million | RMB8.4 million | 1.1% | 1.6% |
design, development and sale of a | (equivalent to | (equivalent to | (equivalent to | ||||
series of wearable smart devices, and | HK$9.2 million) | HK$9.2 million) | HK$9.4 million) | ||||
operate a cloud-based safety and | |||||||
healthcare platform targeting the | |||||||
elderly population in the PRC. |
For additional information regarding the performance during the Period and prospects of the above significant investments, please refer to the paragraph headed "Investments and Collaboration" above.
MATERIAL ACQUISITIONS AND DISPOSALS
During the Period, the Group had no material acquisitions or disposals of subsidiaries and associated companies.
EVENTS AFTER THE REPORTING PERIOD
On 25 August 2020 (after trading hours), the Company entered into a memorandum of understanding with Bayer Medical Care, Inc. whereby the parties agreed to enter into an agreement in respect of the possible acquisition by the Company or its subsidiary of the 1,718,861 shares in Vincent Medical Manufacturing Co., Limited (永勝醫療製品有限 公司), representing approximately 19.90% of its issued shares, and 3.98% equity interest in 東莞永勝醫療製品有限公
司 (translated as "Vincent Medical (Dongguan) Mfg. Co. Ltd."). For details, please refer to the Company's announcement dated 25 August 2020.
On 25 August 2020, an environmental, social and governance committee of the Company (the "ESG Committee") has been established with its written terms of reference. The purpose of the ESG Committee is to advise and assist the Board in managing matters relating to the environmental, social and governance of the Group, such as governance, policies, initiatives, performance and reporting. Mr. Fu Kwok Fu, an executive Director, has been appointed as the chairman of the ESG Committee. Mr. Lai Hoi Ming, the Group's chief financial officer and Ms. Tsui Lai Ki Vicki, the Group's company secretary have been appointed as members of the ESG Committee, all with effect from 25 August 2020.
Saved as disclosed above, there were no other significant events after the reporting period and up to the date of this report.
CHARGES ON THE GROUP'S ASSETS
As at 30 June 2020, none of the assets of the Group were pledged.
FOREIGN EXCHANGE EXPOSURE
While some of the Group's costs and expenses are denominated in RMB, there was a substantial amount of sales denominated in USD given the export-oriented nature of the business. Thus, any appreciation of RMB against USD may subject the Group to increased costs and lower profitability. The Directors have assessed the impact of such foreign currency risk and considered that it may materially affect the Group's profitability. The Group currently does not have a foreign currency hedging policy in respect of foreign currency transactions, assets and liabilities. The Group monitors its foreign currency exposure closely and will consider hedging significant foreign currency exposure should the need arise.
CONTINGENT LIABILITIES
As at 30 June 2020, the Group did not have other contingent liabilities.
INTERIM REPORT 2020 Vincent Medical Holdings Limited | 15 |
OTHER INFORMATION
INTERIM DIVIDEND
The Board did not recommend the payment of an interim dividend for the six months ended 30 June 2020 (1H2019: Nil).
DIRECTORS' AND CHIEF EXECUTIVES' INTERESTS AND/OR SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY
As at 30 June 2020, to the best knowledge of the Directors and chief executives of the Company, the interests or short positions of the Directors and chief executives 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 Securities and Futures Ordinance ("SFO")) which had been notified to the Company and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO) or which were required to be disclosed pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required to be notified to the Company and the Stock Exchange, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in Appendix 10 to the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") were as follows:
Interests in Shares and underlying Shares
Approximate | |||
percentage of | |||
Name of Director | Capacity/Type of interest | Number of Shares (L) | shareholding |
(Note 1) | (Note 6) | ||
Mr. Choi Man Shing | Beneficial owner/interest of | 385,191,890 | 60.41% |
controlled corporations | (Note 2) | ||
Mr. To Ki Cheung | Beneficial owner | 20,174,110 | 3.16% |
(Note 3) | |||
Mr. Koh Ming Fai | Beneficial owner/interest of spouse | 7,144,000 | 1.12% |
(Note 4) | |||
Mr. Fu Kwok Fu | Beneficial owner | 6,970,000 | 1.09% |
(Note 5) | |||
Prof. Yung Kai Leung | Beneficial owner | 1,200,000 | 0.19% |
16 | Vincent Medical Holdings Limited INTERIM REPORT 2020 |
OTHER INFORMATION
Notes:
- The letter "L" denotes the person's long position in the Shares or the underlying Shares.
- These interests represented:
- 3,002,000 Shares held by Mr. Choi Man Shing ("Mr. Choi"), the chairman and an executive Director of the Company;
- 381,939,890 Shares held by VINCENT RAYA INTERNATIONAL LIMITED ("VRI"). Mr. Choi holds 57.89% of the issued share capital of VRI. By virtue of the SFO, Mr. Choi is deemed to be interested in all the Shares in which VRI is interested; and
- 250,000 Shares held by VINCENT RAYA CO., LIMITED (永勝宏基集團有限公司) ("VRHK"). VRI holds the entire issued share capital of VRHK and therefore by virtue of the SFO, Mr. Choi is deemed to be interested in all the Shares in which VRHK is interested.
- These interests represented:
- 17,647,778 Shares held by Mr. To Ki Cheung, the Chief Executive Officer and executive Director of the Company;
- 526,332 options granted to Mr. To Ki Cheung, which are subject to certain vesting conditions pursuant to the pre-IPO share option scheme of the Company, details of which are set out in the section headed "Share Option Schemes" below; and
- 2,000,000 options granted to Mr. To Ki Cheung, which are subject to certain vesting conditions pursuant to the share option scheme of the Company, details of which are set out in the section headed "Share Option Schemes"below.
- These interests represented:
- 4,941,166 Shares held by Mr. Koh Ming Fai, an executive Director;
- 174,000 Shares held by the spouse of Mr. Koh Ming Fai. By virtue of the SFO, Mr. Koh is deemed to be interested in all the Shares in which his spouse is interested;
- 528,834 options granted to Mr. Koh Ming Fai, which are subject to certain vesting conditions pursuant to the pre-IPO share option scheme of the Company, details of which are set out in the section headed "Share Option Schemes" below; and
- 1,500,000 options granted to Mr. Koh Ming Fai, which are subject to certain vesting conditions pursuant to the share option scheme of the Company, details of which are set out in the section headed "Share Option Schemes" below.
- These interests represented:
- 4,941,166 Shares held by Mr. Fu Kwok Fu, an executive Director;
- 528,834 options granted to Mr. Fu Kwok Fu, which are subject to certain vesting conditions pursuant to the pre-IPO share option scheme of the Company, details of which are set out in the section headed "Share Option Schemes" below; and
- 1,500,000 options granted to Mr. Fu Kwok Fu, which are subject to certain vesting conditions pursuant to the share option scheme of the Company, details of which are set out in the section headed "Share Option Schemes" below.
- Approximate percentage calculated based on the 637,650,000 Shares in issue as at 30 June 2020.
INTERIM REPORT 2020 Vincent Medical Holdings Limited | 17 |
OTHER INFORMATION
Save as disclosed above and to the best knowledge of the Directors, as at 30 June 2020, none of the Directors or chief executives of the Company had any interests or short positions in the Shares, underlying Shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO) or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code.
SUBSTANTIAL SHAREHOLDERS' INTERESTS AND/OR SHORT POSITIONS IN SHARES AND UNDERLYING SHARES OF THE COMPANY
As at 30 June 2020, so far as the Directors are aware, the following persons (other than the Directors or chief executives of the Company), were directly or indirectly, interested in 5% or more of the Shares or short positions in the Shares and the underlying Shares of the Company, which were required to be disclosed under provisions of Divisions 2 and 3 of Part XV of the SFO, or which were required, pursuant to Section 336 of the SFO, to be entered in the register referred to therein:
Interests in Shares and underlying Shares
Approximate | |||
percentage of | |||
Name of Shareholder | Capacity/Type of interest | Number of Shares (L) | shareholding |
(Note 1) | (Note 5) | ||
Ms. Liu Pui Ching | Interest of spouse/interest of | 385,191,890 | 60.41% |
controlled corporations | (Note 2) | ||
VRI | Beneficial owner/interest of a | 382,189,890 | 59.94% |
controlled corporation | (Note 3) | ||
China Orient Asset Management | Interest of controlled corporations | 33,000,000 | 5.18% |
Corporation | (Note 4) | ||
Dong Yin Development (Holdings) | Interest of a controlled corporation | 33,000,000 | 5.18% |
Limited | (Note 4) | ||
Bright Way Enterprise Inc. | Beneficial owner | 33,000,000 | 5.18% |
(Note 4) |
Notes:
- The letter "L" denotes the person/entity's long position in the Shares or the underlying Shares.
- These interests represented:
- 3,002,000 Shares held by Mr. Choi. Mr. Choi is the spouse of Ms. Liu Pui Ching ("Ms. Liu"). By virtue of the SFO, Ms. Liu is deemed to be interested in all the Shares in which Mr. Choi is interested;
- 381,939,890 Shares held by VRI. Ms. Liu holds 42.11% of the issued share capital of VRI. By virtue of the SFO, Ms. Liu is deemed to be interested in all the Shares in which VRI is interested; and
- 250,000 Shares held by VRHK. VRI holds the entire issued share capital of VRHK and therefore by virtue of the SFO, Ms. Liu is deemed to be interested in all the Shares in which VRHK is interested.
18 | Vincent Medical Holdings Limited INTERIM REPORT 2020 |
OTHER INFORMATION
- These interests represented:
- 381,939,890 Shares held by VRI; and
- 250,000 Shares held by VRHK. VRI holds the entire issued share capital of VRHK and therefore by the virtue of the SFO, VRI is deemed to be interested in all the Shares held by VRHK.
- China Orient Asset Management Corporation holds 100% interest of Dong Yin Development (Holdings) Limited, which in turns holds 100% interest of Bright Way Enterprise Inc. Therefore, each of China Orient Asset Management Corporation and Dong Yin Development (Holdings) Limited is deemed to be interested in the same 33,000,000 Shares held by Bright Way Enterprise Inc.. Subsequent to the reporting period, Bright Way Enterprise Inc. has disposed 6,400,000 Shares, of which its shareholding was decreased from 5.18% to 4.17% based on the issued share capital as at 30 June 2020. By virtue of the SFO, China Orient Asset Management Corporation, Dong Yin Development (Holdings) Limited and Bright Way Enterprise Inc. ceased to be the substantial shareholders of the Company after the relevant event.
- Approximate percentage calculated based on the 637,650,000 Shares in issue as at 30 June 2020.
Save as disclosed above, as at 30 June 2020, the Directors were not aware of any other corporation or individual (other than the Directors or chief executives of the Company) who had an interest or a short position in the Shares or underlying Shares of the Company as recorded in the register of required to be kept pursuant to Section 336 of the SFO.
SHARE OPTION SCHEMES
Pre-IPO Share Option Scheme adopted on 17 June 2016
A pre-IPO share option scheme (the "Pre-IPOShare Option Scheme") was adopted by the Company on 17 June 2016. The purpose of the Pre-IPO Share Option Scheme is to recognise and acknowledge the contributions made by certain executives, Directors, employees and/or consultants of the Group to the growth of the Group by granting options to them as rewards and further incentives. The Pre-IPO Share Option Scheme will expire in 16 June 2026 and the remaining life of the Pre-IPO Share Option Scheme as at the date of this report is around 6 years.
Pursuant to the Pre-IPO Share Option Scheme, on 17 June 2016, the Company conditionally granted the options to subscribe for an aggregate of 19,684,000 Shares to a total of 91 grantees at exercise price of HK$0.80 per Share which is an amount equal to 80% of the final price (i.e. HK$1.00) for each offer share of the Hong Kong public offering and the international placing in connection with the Company's listing of the Shares on the main board of the Stock Exchange on 13 July 2016. Save for the options which have been granted on 17 June 2016, no further options will be granted under the Pre-IPO Share Option Scheme.
For the six months ended 30 June 2020, none of the share options under the Pre-IPO Share Option Scheme were exercised and a total of 460,000 share options were lapsed as a result of voluntary resignation of the relevant option holders. As at 30 June 2020, the maximum number of Shares which might be issued upon exercise of all outstanding options granted under the Pre-IPO Share Option Scheme was 15,604,000 Shares, representing approximately 2.4% of the Company's issued share capital as at 30 June 2020.
INTERIM REPORT 2020 Vincent Medical Holdings Limited | 19 |
OTHER INFORMATION
Details of the outstanding share options under the Pre-IPO Share Option Scheme during the Period are as follows:
Number of Shares underlying the share options granted | |||||||
Outstanding | Outstanding | ||||||
as at | Exercised | Lapsed | as at | ||||
1 January | during the | during the | 30 June | ||||
Grantee | Date of grant | Vesting schedule | Exercise period | 2020 | Period | Period | 2020 |
Directors | ||
Mr. To Ki Cheung | 17 June 2016 | 25% of options will vest |
on each of 13 July 2017, | ||
2018, 2019 and 2020 | ||
respectively |
25% of options will be 526,332 - - 526,332 exercisable from each of
13 July 2017, 2018, 2019 and 2020 respectively to 16 June 2026
Mr. Koh Ming Fai | 17 June 2016 | 25% of options will vest |
on each of 13 July 2017, | ||
2018, 2019 and 2020 | ||
respectively |
25% of options will be 528,834 - - 528,834 exercisable from each of
13 July 2017, 2018, 2019 and 2020 respectively to 16 June 2026
Mr. Fu Kwok Fu | 17 June 2016 | 25% of options will vest |
on each of 13 July 2017, | ||
2018, 2019 and 2020 | ||
respectively |
25% of options will be 528,834 - - 528,834 exercisable from each of
13 July 2017, 2018, 2019 and 2020 respectively to 16 June 2026
In aggregate | ||
Consultant | ||
In aggregate | 17 June 2016 | 25% of options will vest |
on each of 13 July 2017, | ||
2018, 2019 and 2020 | ||
respectively | ||
Senior management and | ||
other employees |
1,584,000 | - | - | 1,584,000 | |
25% of options will be | 528,000 | - | - | 528,000 |
exercisable from each of 13 July 2017, 2018, 2019 and 2020 respectively to 16 June 2026
In aggregate | 17 June 2016 | 25% of options will vest |
on each of 13 July 2017, | ||
2018, 2019 and 2020 | ||
respectively |
25% of options will be 13,952,000 - (460,000) 13,492,000
exercisable from each of 13 July 2017, 2018, 2019 and 2020 respectively to 16 June 2026
Total | 16,064,000 | - | (460,000) | 15,604,000 | |||
20 | Vincent Medical Holdings Limited INTERIM REPORT 2020 |
OTHER INFORMATION
Share option scheme adopted on 24 June 2016
A share option scheme (the "Share Option Scheme") was adopted by the Company on 24 June 2016. The purpose of the Share Option Scheme is to recognise and acknowledge the contributions of eligible participants of the Share Option Scheme including any executive, Director, employee, advisor, consultant, professional, agent, contractor, customer, provider of goods and/or services or business or joint-venture partner to the Group (the "Eligible Participant(s)") by granting options to them as incentives or rewards. HK$1.00 is payable by an Eligible Participant upon acceptance of an offer of option. The Share Option Scheme will expire on 23 June 2026 and the remaining life of the Share Option Scheme as at the date of this report is around 6 years.
The exercise price per Share shall be determined by the Board and notified to the grantee at the time of offer of the options. The exercise price should at least be the highest of:
- the nominal value of the Shares;
- the closing price of the Shares as stated in the Stock Exchange's daily quotations sheet on the date of offer, which must be a day on which the Stock Exchange is open for the business of dealing in securities (the "Business Day"); and
- the average closing prices of the Shares as stated in the Stock Exchange's daily quotations sheets for the five Business Days immediately preceding the date of offer,
or (where applicable) such price as from time to time adjusted pursuant to the Share Option Scheme.
As at the date of this report, the total number of Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme shall not in aggregate exceed 63,800,000 Shares, being 10% of the total number of Shares in issue at the time dealings in the Shares first commenced on the Stock Exchange. The total number of Shares issued and to be issued upon the exercise of the options granted or to be granted under the Share Option Scheme and any other schemes of the Company (including exercised, cancelled and outstanding options) to each Eligible Participant in any 12 consecutive months up to and including the date of grant shall not exceed 1% of the Shares in issue as at the date of grant.
For the six months ended 30 June 2020, no share option was granted under the Share Option Scheme and none of the share options under the Share Option Scheme were exercised and lapsed. As at 30 June 2020, the maximum number of Shares which might be issued upon exercise of all outstanding options granted under the Share Option Scheme was 15,400,000 Shares, representing approximately 2.4% of the Company's issued share capital as at 30 June 2020.
INTERIM REPORT 2020 Vincent Medical Holdings Limited | 21 |
OTHER INFORMATION
Details of the outstanding share options under the Share Option Scheme during the Period as follows:
Number of Shares underlying the share options granted | |||||||
Outstanding | |||||||
as at | Exercised | Lapsed | Outstanding | ||||
1 January | during the | during the | as at 30 June | ||||
Grantee | Date of grant | Vesting schedule | Exercise period | 2020 | Period | Period | 2020 |
Directors | ||
Mr. To Ki Cheung | 28 May 2018 | 25% of options will vest |
on each of 28 May 2019, 2020, 2021 and 2022 respectively
25% of options will be 2,000,000 - - 2,000,000 exercisable from each of
28 May 2019, 2020, 2021 and 2022 respectively to 23 June 2026
Mr. Koh Ming Fai 28 May 2018 25% of options will vest on each of 28 May 2019, 2020, 2021 and 2022 respectively
25% of options will be 1,500,000 - - 1,500,000 exercisable from each of
28 May 2019, 2020, 2021 and 2022 respectively to 23 June 2026
Mr. Fu Kwok Fu 28 May 2018 25% of options will vest on each of 28 May 2019, 2020, 2021 and 2022 respectively
25% of options will be 1,500,000 - - 1,500,000 exercisable from each of
28 May 2019, 2020, 2021 and 2022 respectively to 23 June 2026
In aggregate | ||
Consultant | ||
In aggregate | 25 March 2019 | 25% of options will vest |
on each of 25 March | ||
2020, 2021, 2022 and | ||
2023 respectively |
5,000,000 | - | - | 5,000,000 | |
25% of options will be | 300,000 | - | - | - |
exercisable from each of | (Note) | |||
25 March 2020, 2021, 2022 | ||||
and 2023 respectively to | ||||
23 June 2026 |
Senior management and 28 May 2018 | 25% of options will vest |
other employees | on each of 28 May 2019, |
2020, 2021 and 2022 | |
respectively |
25% of options will be 7,300,000 - - 7,300,000 exercisable from each of
28 May 2019, 2020, 2021 and 2022 respectively to 23 June 2026
25 March 2019 25% of options will vest on each of 25 March 2020, 2021, 2022 and 2023 respectively
25% of options will be | 2,800,000 | - | - | 3,100,000 |
exercisable from each of | (Note) |
25 March 2020, 2021, 2022 and 2023 respectively to 23 June 2026
In aggregate | 10,100,000 | - | - | 10,400,000 | |||
Total | 15,400,000 | - | - | 15,400,000 | |||
Note:
The consultant joined the Group as a senior project engineer during the Period. Therefore, the outstanding balance of 300,000 share options under the category of "Consultant" as at 30 June 2020 were included in the category of "Senior management and other employees".
22 | Vincent Medical Holdings Limited INTERIM REPORT 2020 |
OTHER INFORMATION
Further details of the share options are set out in Note 17 to the condensed consolidated financial statements of this report.
CHANGE OF DIRECTORS' INFORMATION
Subsequent to publication of the 2019 annual report, the change of Directors' information, which are required to be disclosed pursuant to Rule 13.51(2) and Rule 13.51B(1) of the Listing Rules, is set out below:
Name of Director | Details of change |
Fu Kwok Fu | Appointed as the chairman of the ESG Committee with effect from 25 August 2020 |
The biographies of Directors are available in "About Us" section of the Company's website.
CORPORATE GOVERNANCE PRACTICES
The Board is committed to maintaining the highest possible standards of corporate governance, and strives to maintain transparent, responsible and value-driven management practices that will enhance and safeguard the interests of the Shareholders. The Board believes that effective and high quality corporate governance is an essential platform for creating value for the Shareholders. The Board is committed to continuously reviewing and improving the Group's corporate governance practices, and maintaining the highest standards of ethical corporate behaviour across the organisation.
The Company has adopted the Corporate Governance Code and Corporate Governance Report (the "CG Code") as contained in Appendix 14 to the Listing Rules as its own code of corporate governance. The corporate governance principles of the Company emphasise a quality Board, sound internal controls and risk management, and transparency and accountability to all Shareholders.
In the opinion of the Directors, the Company has complied with the code provisions set out in the CG Code throughout the Period and up to the date of this report.
MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS
The Company has adopted the Model Code as its own code of conduct for dealing in securities of the Company by the Directors. Having made specific enquiries with all Directors, all Directors confirmed that they have complied with the required standard set out in the Model Code regarding their securities transactions throughout the Period and up to the date of this report.
AUDIT COMMITTEE
The Company established the Audit Committee with written terms of reference which deal clearly with its authority and duties. The Audit Committee currently consists of three independent non-executive Directors, namely Mr. Au Yu Chiu Steven, Mr. Mok Kwok Cheung Rupert and Prof. Yung Kai Leung.
The Group's unaudited consolidated interim results for the six months ended 30 June 2020 have been reviewed by the Audit Committee.
RSM Hong Kong, the Company's auditor, has reviewed the unaudited consolidated interim results of the Group for the six months ended 30 June 2020 in accordance with Hong Kong Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Hong Kong Institute of Certified Public Accountants. The auditor's independent review report is set out on page 25 of this report.
INTERIM REPORT 2020 Vincent Medical Holdings Limited | 23 |
OTHER INFORMATION
PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES
Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company's listed securities for the six months ended 30 June 2020.
SUFFICIENCY OF PUBLIC FLOAT
Based on the information that is publicly available to the Company and within the knowledge of the Board, the Company had maintained a sufficient public float of not less than 25% of its total issued Shares as required under the Listing Rules throughout the Period and up to the date of this report.
PUBLICATION OF INTERIM REPORT
The interim report of the Company for the six months ended 30 June 2020 containing all the relevant information required by the Listing Rules and the relevant laws and regulations has been published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.vincentmedical.com).
By Order of the Board
Vincent Medical Holdings Limited
Choi Man Shing
Chairman and Executive Director
Hong Kong, 25 August 2020
24 | Vincent Medical Holdings Limited INTERIM REPORT 2020 |
INDEPENDENT REVIEW REPORT
TO THE BOARD OF DIRECTORS OF VINCENT MEDICAL HOLDINGS LIMITED (Incorporated in the Cayman Islands with limited liability)
Introduction
We have reviewed the interim financial information set out on pages 26 to 44 which comprises the condensed consolidated statement of financial position of the Company and its subsidiaries as at 30 June 2020 and the related condensed consolidated statement of profit or loss, condensed consolidated statement of profit or loss and other comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the six-month period then ended, and a summary of significant accounting policies and other explanatory notes. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on interim financial information to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standard 34 "Interim Financial Reporting" ("HKAS 34") issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA"). The directors are responsible for the preparation and presentation of this interim financial information in accordance with HKAS 34. Our responsibility is to express a conclusion on this interim financial information based on our review and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.
Scope of Review
We conducted our review in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the HKICPA. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the interim financial information is not prepared, in all material respects, in accordance with HKAS 34.
RSM Hong Kong
Certified Public Accountants
Hong Kong
25 August 2020
INTERIM REPORT 2020 Vincent Medical Holdings Limited | 25 |
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE SIX MONTHS ENDED 30 JUNE 2020
Six months ended 30 June | ||||||||
2020 | 2019 | |||||||
Note | HK$'000 | HK$'000 | ||||||
(unaudited) | (unaudited) | |||||||
Revenue | 5 | 502,346 | 246,524 | |||||
Cost of sales | (277,042) | (162,826) | ||||||
Gross profit | 225,304 | 83,698 | ||||||
Other income, other gains and losses | 2,040 | 1,348 | ||||||
Selling and distribution expenses | (22,203) | (15,617) | ||||||
Administrative expenses | (73,549) | (47,942) | ||||||
Profit from operations | 131,592 | 21,487 | ||||||
Finance costs | (1,551) | (1,451) | ||||||
Share of losses of associates | (428) | (455) | ||||||
Share of losses of joint ventures | (624) | (677) | ||||||
Profit before tax | 128,989 | 18,904 | ||||||
Income tax expense | 6 | (19,513) | (3,394) | |||||
Profit for the period | 7 | 109,476 | 15,510 | |||||
Attributable to: | ||||||||
Owners of the Company | 91,842 | 13,667 | ||||||
Non-controlling interests | 17,634 | 1,843 | ||||||
109,476 | 15,510 | |||||||
Earnings per share | 9 | |||||||
Basic | HK14.40 cents | HK2.14 cents | ||||||
Diluted | n/a | n/a | ||||||
26 | Vincent Medical Holdings Limited INTERIM REPORT 2020 |
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2020 | ||||||
Six months ended 30 June | ||||||
2020 | 2019 | |||||
HK$'000 | HK$'000 | |||||
(unaudited) | (unaudited) | |||||
Profit for the period | 109,476 | 15,510 | ||||
Other comprehensive income: | ||||||
Items that will not be reclassified to profit or loss: | ||||||
Fair value changes of equity investments at fair value through other | ||||||
comprehensive income ("FVTOCI") | (2,678) | 2,684 | ||||
Items that will be reclassified to profit or loss: | ||||||
Exchange differences on translating foreign operations | (4,607) | (1,017) | ||||
Share of other comprehensive income of associates and joint ventures | - | 39 | ||||
(4,607) | (978) | |||||
Other comprehensive income for the period, net of tax | (7,285) | 1,706 | ||||
Total comprehensive income for the period | 102,191 | 17,216 | ||||
Attributable to: | ||||||
Owners of the Company | 85,349 | 15,281 | ||||
Non-controlling interests | 16,842 | 1,935 | ||||
102,191 | 17,216 | |||||
INTERIM REPORT 2020 Vincent Medical Holdings Limited | 27 |
CONDENSED CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
AT 30 JUNE 2020
30 June | 31 December | |||||||||
Note | 2020 | 2019 | ||||||||
HK$'000 | HK$'000 | |||||||||
(unaudited) | (audited) | |||||||||
ASSETS | ||||||||||
Non-current assets | 80,600 | |||||||||
Property, plant and equipment | 10 | 68,732 | ||||||||
Right-of-use assets | 11 | 20,305 | 21,408 | |||||||
Goodwill | - | - | ||||||||
Other intangible assets | 34,743 | 31,123 | ||||||||
Investments in associates | 4,775 | 5,204 | ||||||||
Investments in joint ventures | 16,130 | 17,027 | ||||||||
Equity investments at FVTOCI | 40,521 | 43,199 | ||||||||
Deferred tax assets | 1,856 | 1,892 | ||||||||
Total non-current assets | 198,930 | 188,585 | ||||||||
Current assets | ||||||||||
224,598 | ||||||||||
Inventories | 118,544 | |||||||||
Trade receivables | 12 | 191,485 | 112,707 | |||||||
Contract assets | 9,397 | 12,991 | ||||||||
Prepayments, deposits and other receivables | 13 | 115,154 | 67,541 | |||||||
Bank and cash balances | 109,897 | 69,951 | ||||||||
Total current assets | 650,531 | 381,734 | ||||||||
TOTAL ASSETS | 849,461 | 570,319 | ||||||||
EQUITY AND LIABILITIES | ||||||||||
6,377 | ||||||||||
Share capital | 16 | 6,377 | ||||||||
Reserves | 424,841 | 346,074 | ||||||||
Equity attributable to owners of the Company | 431,218 | 352,451 | ||||||||
Non-controlling interests | 76,435 | 61,696 | ||||||||
Total equity | 507,653 | 414,147 | ||||||||
Non-current liabilities | ||||||||||
7,767 | ||||||||||
Lease liabilities | 11,528 | |||||||||
Deferred tax liabilities | 5,424 | 5,830 | ||||||||
Total non-current liabilities | 13,191 | 17,358 | ||||||||
Current liabilities | ||||||||||
145,274 | ||||||||||
Trade payables | 14 | 43,277 | ||||||||
Other payables and accruals | 15 | 97,684 | 41,899 | |||||||
Lease liabilities | 13,498 | 10,675 | ||||||||
Borrowings | 46,965 | 30,598 | ||||||||
Current tax liabilities | 25,196 | 12,365 | ||||||||
Total current liabilities | 328,617 | 138,814 | ||||||||
TOTAL EQUITY AND LIABILITIES | 849,461 | 570,319 | ||||||||
Net current assets | 321,914 | 242,920 | ||||||||
Total assets less current liabilities | 520,844 | 431,505 | ||||||||
28 | Vincent Medical Holdings Limited INTERIM REPORT 2020 | |||||||||
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2020 | ||||||||||||||||||||||||
Attributable to owners of the Company | ||||||||||||||||||||||||
Foreign | ||||||||||||||||||||||||
Share | Share-based | currency | Non- | |||||||||||||||||||||
Share | premium | payment | Merger | translation | FVTOCI | Retained | controlling | Total | ||||||||||||||||
capital | account | reserve | reserve | reserve | reserve | profits | Total | interests | equity | |||||||||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||||||||||
At 1 January 2019 (audited) | 6,377 | 151,957 | 8,514 | 12,094 | (6,741) | (6,323) | 208,573 | 374,451 | 59,742 | 434,193 | ||||||||||||||
Total comprehensive income | ||||||||||||||||||||||||
for the period | - | - | - | - | (1,070) | 2,684 | 13,667 | 15,281 | 1,935 | 17,216 | ||||||||||||||
Share-based payments | - | - | 1,347 | - | - | - | - | 1,347 | - | 1,347 | ||||||||||||||
Dividend paid | - | (10,202) | - | - | - | - | - | (10,202) | - | (10,202) | ||||||||||||||
Changes in equity for the period | - | (10,202) | 1,347 | - | (1,070) | 2,684 | 13,667 | 6,426 | 1,935 | 8,361 | ||||||||||||||
At 30 June 2019 (unaudited) | 6,377 | 141,755 | 9,861 | 12,094 | (7,811) | (3,639) | 222,240 | 380,877 | 61,677 | 442,554 | ||||||||||||||
At 1 January 2020 (audited) | 6,377 | 141,755 | 10,620 | 12,094 | (11,065) | (27,428) | 220,098 | 352,451 | 61,696 | 414,147 | ||||||||||||||
Total comprehensive income | ||||||||||||||||||||||||
for the period | - | - | - | - | (3,815) | (2,678) | 91,842 | 85,349 | 16,842 | 102,191 | ||||||||||||||
Capital contribution from | ||||||||||||||||||||||||
non-controlling shareholders | - | - | - | - | - | - | - | - | 138 | 138 | ||||||||||||||
Share-based payments | - | - | 650 | - | - | - | - | 650 | - | 650 | ||||||||||||||
Dividend paid | - | (7,014) | - | - | - | - | - | (7,014) | - | (7,014) | ||||||||||||||
Purchases of non-controlling interests | - | - | - | - | - | - | (218) | (218) | (2,241) | (2,459) | ||||||||||||||
Changes in equity for the period | - | (7,014) | 650 | - | (3,815) | (2,678) | 91,624 | 78,767 | 14,739 | 93,506 | ||||||||||||||
At 30 June 2020 (unaudited) | 6,377 | 134,741 | 11,270 | 12,094 | (14,880) | (30,106) | 311,722 | 431,218 | 76,435 | 507,653 | ||||||||||||||
INTERIM REPORT 2020 Vincent Medical Holdings Limited | 29 |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2020
Six months ended 30 June | |||||||||
2020 | 2019 | ||||||||
HK$'000 | HK$'000 | ||||||||
(unaudited) | (unaudited) | ||||||||
NET CASH GENERATED FROM OPERATING ACTIVITIES | 71,717 | 24,299 | |||||||
Purchases of property, plant and equipment | (21,585) | (16,459) | |||||||
Additions to other intangible assets | (7,852) | (2,350) | |||||||
Other investing cash flows (net) | 159 | 69 | |||||||
NET CASH USED IN INVESTING ACTIVITIES | (29,278) | (18,740) | |||||||
Borrowings raised | 18,216 | - | |||||||
Repayment of borrowings | (1,406) | (907) | |||||||
Principal elements of lease payment | (6,473) | (5,638) | |||||||
Capital contribution from non-controlling shareholders | 138 | - | |||||||
Purchases of non-controlling interests | (2,459) | - | |||||||
Dividend paid to owners of the Company | (7,014) | (10,202) | |||||||
NET CASH GENERATED FROM/(USED IN) FINANCING ACTIVITIES | 1,002 | (16,747) | |||||||
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS | 43,441 | (11,188) | |||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 69,951 | 81,141 | |||||||
EFFECT OF FOREIGN EXCHANGE RATE CHANGES | (3,495) | (622) | |||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD, REPRESENTED BY | 109,897 | 69,331 | |||||||
Bank and cash balances | 109,897 | 69,331 | |||||||
30 | Vincent Medical Holdings Limited INTERIM REPORT 2020 |
NOTESTOTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2020
1. BASIS OF PREPARATION
These condensed consolidated 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") and the applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
These condensed consolidated financial statements should be read in conjunction with the 2019 annual financial statements. The accounting policies (including the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty) and methods of computation used in the preparation of these condensed consolidated financial statements are consistent with those used in the annual financial statements for the year ended 31 December 2019 except as stated below.
Provision for warranty cost
Provision for warranty cost is recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated.
The Group recognises the estimated liability to repair or replace products still under warranty at the end of reporting period. This provision is calculated based on historical experience of the level of repairs and replacements.
2. 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 January 2020. HKFRSs comprise Hong Kong Financial Reporting Standards; Hong Kong Accounting Standards; and Interpretations. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
The accounting policies applied in these condensed consolidated financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2019. A number of new or amended standards are effective from 1 January 2020 but they do not have a material effect on the Group's consolidated financial statements.
3. FAIR VALUE MEASUREMENTS
The carrying amounts of the Group's financial assets and financial liabilities as reflected in the condensed consolidated statement of financial position approximate their respective fair values.
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:
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. | |
Level 3 inputs: | unobservable inputs for the asset or liability. |
INTERIM REPORT 2020 Vincent Medical Holdings Limited | 31 |
NOTESTOTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2020
3. FAIR VALUE MEASUREMENTS (CONTINUED)
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.
The following table shows the carrying amounts and fair value of financial assets, including their levels in the fair value hierarchy. It does not include fair value information for financial assets not measured at fair value of the carrying amount is a reasonable approximation of fair value. Further, for the current year the fair value disclosure of lease liabilities is also not required.
- Disclosures of level in fair value hierarchy at 30 June 2020:
Fair value measurements as at 30 June 2020 | ||||||||||
(unaudited) | ||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | ||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||
Recurring fair value measurements: | ||||||||||
Financial assets at FVTOCI | ||||||||||
- Unlisted equity securities | - | - | 40,521 | 40,521 | ||||||
Fair value measurements as at 31 December 2019 | ||||||||||
(audited) | ||||||||||
Description | Level 1 | Level 2 | Level 3 | Total | ||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||
Recurring fair value measurements: | ||||||||||
Financial assets at FVTOCI | ||||||||||
- Unlisted equity securities | - | - | 43,199 | 43,199 | ||||||
- Reconciliation of financial assets measured at fair value based on Level 3:
Financial assets at FVTOCI
30 June 31 December
20202019
HK$'000 HK$'000
(unaudited) (audited)
At beginning of period/year | 43,199 | 64,304 | ||||
Total gains or losses recognised in other | ||||||
comprehensive income | (2,678) | (21,105) | ||||
At end of period/year | 40,521 | 43,199 | ||||
The total gains or losses recognised in other comprehensive income are presented in fair value changes of equity investments at FVTOCI in the condensed consolidated statement of profit or loss and other comprehensive income.
32 | Vincent Medical Holdings Limited INTERIM REPORT 2020 |
NOTESTOTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2020
3. FAIR VALUE MEASUREMENTS (CONTINUED)
-
Disclosure of valuation process used by the Group and valuation techniques and inputs used in fair value measurements at 30 June 2020:
The Group's chief financial officer is responsible for the fair value measurements of financial assets and financial liabilities required for financial reporting purposes, including Level 3 fair value measurements. The chief financial officer reports directly to the Board of Directors for these fair value measurements. Discussions of valuation processes and results are held between the chief financial officer and the Board of Directors at least twice a year.
For Level 3 fair value measurements, the Group will normally engage external valuation experts with the recognised professional qualifications and recent experience to perform the valuations.
Level 3 fair value measurements
Effect on | Fair value | |||||
fair value | ||||||
Valuation | Unobservable | for increase | 30 June | 31 December | ||
Description | technique | inputs | Range | of input | 2020 | 2019 |
HK$'000 | HK$'000 | |||||
(unaudited) | (audited) | |||||
Unlisted equity securities | Discounted | Weighted average | 30% - 50% | Decrease | 40,521 | 43,199 |
classified as financial | cash flows | cost of capital | (31 December | |||
assets at FVTOCI | 2019: | |||||
34% - 50%) | ||||||
Discount for lack | 20% - 25% | Decrease | ||||
of marketability | (31 December | |||||
2019: | ||||||
20% - 25%) | ||||||
Long-term | 2% | Increase | ||||
growth rate | (31 December | |||||
2019: 2%) | ||||||
Unlisted equity securities | Cost approach | n/a | n/a | n/a | - | - |
classified as financial | ||||||
assets at FVTOCI |
There were no changes in the valuation techniques used.
INTERIM REPORT 2020 Vincent Medical Holdings Limited | 33 |
NOTESTOTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2020
4. SEGMENT INFORMATION
Information about reportable segment profit or loss:
OBM | OEM | Total | ||||||||||||
HK$'000 | HK$'000 | HK$'000 | ||||||||||||
(unaudited) | (unaudited) | (unaudited) | ||||||||||||
Six months ended 30 June 2020 | ||||||||||||||
Revenue from external customers | 251,218 | 251,128 | 502,346 | |||||||||||
Segment profit | 77,036 | 57,689 | 134,725 | |||||||||||
Six months ended 30 June 2019 | ||||||||||||||
Revenue from external customers | 60,711 | 185,813 | 246,524 | |||||||||||
Segment (loss)/profit | (5,061) | 28,567 | 23,506 | |||||||||||
Reconciliation of reportable segment profit or loss: | ||||||||||||||
Six months ended 30 June | ||||||||||||||
2020 | 2019 | |||||||||||||
HK$'000 | HK$'000 | |||||||||||||
(unaudited) | (unaudited) | |||||||||||||
Total profit or loss of reportable segments | 134,725 | 23,506 | ||||||||||||
Interest income | 48 | 69 | ||||||||||||
Interest expenses | (1,551) | (1,451) | ||||||||||||
Share-based payments | (650) | (1,347) | ||||||||||||
Share of losses of associates | (428) | (455) | ||||||||||||
Share of losses of joint ventures | (624) | (677) | ||||||||||||
Unallocated corporate income | 2,312 | 523 | ||||||||||||
Unallocated corporate expenses | (4,843) | (1,264) | ||||||||||||
Consolidated profit before tax | 128,989 | 18,904 | ||||||||||||
34 | Vincent Medical Holdings Limited INTERIM REPORT 2020 |
NOTESTOTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2020
4. SEGMENT INFORMATION (CONTINUED)
Revenue from major customers:
Six months ended 30 June | ||||||
2020 | 2019 | |||||
HK$'000 | HK$'000 | |||||
(unaudited) | (unaudited) | |||||
OEM segment | ||||||
Customer A | 91,034 | 78,694 | ||||
Customer B (Note) | n/a | 37,630 | ||||
Customer C | 54,877 | - | ||||
Note:
Revenue from Customer B represented less than 10% of the Group's revenue for the six months ended 30 June 2020.
5. REVENUE
The Group's operations and main revenue streams are those described in the last annual financial statements. The Group's revenue is derived from contracts with customers.
In the following table, revenue is disaggregated by product category, geographical market and timing of revenue recognition.
Six months ended 30 June (unaudited) | |||||||||||||||||||||
OBM | OEM | Total | |||||||||||||||||||
2020 | 2019 | 2020 | 2019 | 2020 | 2019 | ||||||||||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||||||||||||||||
By product category | |||||||||||||||||||||
Respiratory products | 247,671 | 54,843 | 115,751 | 49,126 | 363,422 | 103,969 | |||||||||||||||
Imaging disposable products | - | - | 83,602 | 76,752 | 83,602 | 76,752 | |||||||||||||||
Orthopaedic and rehabilitation | |||||||||||||||||||||
products | 3,547 | 5,868 | 17,493 | 36,174 | 21,040 | 42,042 | |||||||||||||||
Other products | - | - | 34,282 | 23,761 | 34,282 | 23,761 | |||||||||||||||
251,218 | 60,711 | 251,128 | 185,813 | 502,346 | 246,524 | ||||||||||||||||
INTERIM REPORT 2020 Vincent Medical Holdings Limited | 35 |
NOTESTOTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2020 | |||||||||||||||||||||||
5. | REVENUE (CONTINUED) | ||||||||||||||||||||||
Six months ended 30 June (unaudited) | |||||||||||||||||||||||
OBM | OEM | Total | |||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | 2020 | 2019 | ||||||||||||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||||||||||||||||||
By geographical market | |||||||||||||||||||||||
United States | 6,532 | 2,952 | 199,690 | 150,602 | 206,222 | 153,554 | |||||||||||||||||
The People's Republic of China | |||||||||||||||||||||||
(the "PRC") | 141,020 | 32,031 | - | - | 141,020 | 32,031 | |||||||||||||||||
Saudi Arabia | 30,554 | 271 | - | - | 30,554 | 271 | |||||||||||||||||
Israel | 4,850 | 1,371 | 18,564 | 1,775 | 23,414 | 3,146 | |||||||||||||||||
The Netherlands | 746 | - | 11,761 | 7,516 | 12,507 | 7,516 | |||||||||||||||||
Japan | 3,265 | 2,658 | 8,404 | 8,008 | 11,669 | 10,666 | |||||||||||||||||
Australia | 1,291 | 749 | 5,813 | 12,056 | 7,104 | 12,805 | |||||||||||||||||
Others | 62,960 | 20,679 | 6,896 | 5,856 | 69,856 | 26,535 | |||||||||||||||||
251,218 | 60,711 | 251,128 | 185,813 | 502,346 | 246,524 | ||||||||||||||||||
By timing of revenue | |||||||||||||||||||||||
recognition | |||||||||||||||||||||||
Products transferred at a point | |||||||||||||||||||||||
in time | 251,218 | 60,711 | 167,526 | 109,061 | 418,744 | 169,772 | |||||||||||||||||
Products transferred over time | - | - | 83,602 | 76,752 | 83,602 | 76,752 | |||||||||||||||||
251,218 | 60,711 | 251,128 | 185,813 | 502,346 | 246,524 | ||||||||||||||||||
The following table provides information about receivables and contract assets from contracts with customers:
30 June | 31 December | |||||
2020 | 2019 | |||||
HK$'000 | HK$'000 | |||||
(unaudited) | (audited) | |||||
Receivables, which included in "trade receivables" | 191,485 | 112,707 | ||||
Contract assets | 9,397 | 12,991 | ||||
Contract assets primarily consist of unbilled amount resulting from sales of OEM products transferred over time. Contract assets are transferred to receivables when the rights become unconditional. This usually occurs when the Group issues an invoice to the customer.
36 | Vincent Medical Holdings Limited INTERIM REPORT 2020 |
NOTESTOTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2020 | |||||||
6. | INCOME TAX EXPENSE | ||||||
Six months ended 30 June | |||||||
2020 | 2019 | ||||||
HK$'000 | HK$'000 | ||||||
(unaudited) | (unaudited) | ||||||
Current tax | |||||||
- Hong Kong Profits Tax | 8,671 | 2,071 | |||||
- PRC Corporate Income Tax | 11,174 | 973 | |||||
Deferred tax | (332) | 350 | |||||
19,513 | 3,394 | ||||||
Under the two-tiered profits tax regime, profits tax rate for the first HK$2.0 million of assessable profits of the qualifying corporation established in Hong Kong will be lowered to 8.25%, and profits above that amount will be subject to the tax rate of 16.5%. For the other Hong Kong established subsidiaries, Hong Kong Profits Tax has been provided at a rate of 16.5% (six months ended 30 June 2019: 16.5%) on the estimated assessable profits.
PRC Corporate Income Tax has been provided at tax rates ranging from 15% to 25% for the six months ended 30 June 2020 (six months ended 30 June 2019: 10% to 25%).
7. PROFIT FOR THE PERIOD
The Group's profit for the period is arrived at after charging:
Six months ended 30 June | ||||||
2020 | 2019 | |||||
HK$'000 | HK$'000 | |||||
(unaudited) | (unaudited) | |||||
Allowance for inventories (included in cost of inventories sold) | 6,399 | - | ||||
Amortisation | 3,119 | 1,122 | ||||
Cost of inventories sold | 277,042 | 162,826 | ||||
Depreciation of property, plant and equipment | 7,569 | 7,371 | ||||
Depreciation of right-of-use assets | 6,689 | 5,157 | ||||
Directors' emoluments | 3,159 | 3,061 | ||||
Equity-settledshare-based payments | 650 | 1,347 | ||||
Exchange loss, net (included in other gains and losses) | 914 | 1,668 | ||||
Impairment of trade receivables (included in other gains and losses) | 144 | - | ||||
Research and development expenditure | 15,754 | 11,696 | ||||
Staff costs including directors' emoluments | 108,105 | 74,319 | ||||
Write off of inventories (included in cost of inventories sold) | - | 982 | ||||
Write off of property, plant and equipment | ||||||
(included in other gains and losses) | 768 | 27 | ||||
INTERIM REPORT 2020 Vincent Medical Holdings Limited | 37 |
NOTESTOTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2020
8. DIVIDEND
The Board of Directors of the Company has resolved not to declare any interim dividend for the six months ended 30 June 2020 (six months ended 30 June 2019: Nil).
The final dividend of HK1.10 cents amounting to approximately HK$7,014,000 for the year ended 31 December 2019 has been approved and paid on 18 June 2020.
9. EARNINGS PER SHARE
The calculation of basic and diluted earnings per share is based on the following:
Six months ended 30 June | |||||
2020 | 2019 | ||||
HK$'000 | HK$'000 | ||||
(unaudited) | (unaudited) | ||||
Earnings | |||||
Profit attributable to owners of the Company, used in the basic and | |||||
diluted earnings per share calculation | 91,842 | 13,667 | |||
'000 | '000 | ||||
Number of shares | |||||
Weighted average number of ordinary shares for the purpose of | |||||
calculating basic earnings per share | 637,650 | 637,650 | |||
Effect of dilutive potential ordinary shares arising from share options | |||||
issued by the Company (Note) | n/a | n/a | |||
Weighted average number of ordinary shares for the purpose of | |||||
calculating diluted earnings per share | n/a | n/a | |||
Note:
No diluted earnings per share are presented as the Company did not have any dilutive ordinary shares during the six months ended 30 June 2020 and 2019.
10. PROPERTY, PLANT AND EQUIPMENT
During the six months ended 30 June 2020, the Group acquired property, plant and equipment of approximately HK$21,585,000 (six months ended 30 June 2019: HK$16,459,000).
11. RIGHT-OF-USE ASSETS
During the six months ended 30 June 2020, the Group entered into new lease agreements for offices and factory premises for 2 years. The Group makes fixed payments during the contract period. On lease commencement, the Group recognised approximately HK$5,715,000 of right-of-use assets and lease liabilities.
38 | Vincent Medical Holdings Limited INTERIM REPORT 2020 |
NOTESTOTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2020
12. TRADE RECEIVABLES
The general credit terms of the Group granted to its customers range from 30 to 90 days. The Group seeks to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by the directors.
The ageing analysis of trade receivables, based on the invoice date, and net of allowance, is as follows:
30 June | 31 December | |||||
2020 | 2019 | |||||
HK$'000 | HK$'000 | |||||
(unaudited) | (audited) | |||||
0 to 30 days | 65,980 | 26,905 | ||||
31 to 60 days | 61,741 | 24,548 | ||||
61 to 90 days | 37,462 | 28,712 | ||||
Over 90 days | 26,302 | 32,542 | ||||
191,485 | 112,707 | |||||
13. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES
30 June | 31 December | |||||
2020 | 2019 | |||||
HK$'000 | HK$'000 | |||||
(unaudited) | (audited) | |||||
Deposit for an investment | 7,837 | 7,837 | ||||
Deposits for license and distribution rights | 11,626 | 13,427 | ||||
Deposits for purchases of property, plant and equipment | 19,500 | 10,939 | ||||
Deposits for purchases of goods | 46,062 | 15,239 | ||||
Prepaid expenses | 6,163 | 6,120 | ||||
Rental and other deposits | 3,172 | 2,091 | ||||
Value-added tax and other receivables | 20,794 | 11,888 | ||||
115,154 | 67,541 | |||||
INTERIM REPORT 2020 Vincent Medical Holdings Limited | 39 |
NOTESTOTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2020
14. TRADE PAYABLES
The ageing analysis of trade payables, based on the date of receipt of goods, is as follows:
30 June 2020
HK$'000 (unaudited)
31 December 2019
HK$'000 (audited)
0 to 30 days | 100,796 | 24,508 | ||||||
31 to 60 days | 25,007 | 7,795 | ||||||
Over 60 days | 19,471 | 10,974 | ||||||
145,274 | 43,277 | |||||||
15. OTHER PAYABLES AND ACCRUALS | ||||||||
30 June | 31 December | |||||||
2020 | 2019 | |||||||
HK$'000 | HK$'000 | |||||||
(unaudited) | (audited) | |||||||
Accrued staff costs | 41,651 | 19,446 | ||||||
Other accrued expenses | 7,668 | 6,324 | ||||||
Other payables | 13,227 | 8,690 | ||||||
Provision for warranty cost | 4,600 | - | ||||||
Contract liabilities | 30,538 | 7,439 | ||||||
97,684 | 41,899 | |||||||
16. SHARE CAPITAL | ||||||||
30 June | 31 December | |||||||
2020 | 2019 | |||||||
HK$'000 | HK$'000 | |||||||
(unaudited) | (audited) | |||||||
Authorised: | ||||||||
10,000,000,000 ordinary shares of HK$0.01 each | 100,000 | 100,000 | ||||||
Issued and fully paid: | ||||||||
637,650,000 (at 31 December 2019: 637,650,000) | ||||||||
ordinary shares at HK$0.01 each | 6,377 | 6,377 | ||||||
40 | Vincent Medical Holdings Limited INTERIM REPORT 2020 |
NOTESTOTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2020
17. SHARE OPTIONS
Pre-IPO share option scheme adopted on 17 June 2016
A pre-IPO share option scheme (the "Pre-IPOShare Option Scheme") was approved and adopted on 17 June 2016. The purpose of the Pre-IPO Share Option Scheme is to recognise and acknowledge the contributions made by certain executives, directors, employees and/or consultants of the Group to the growth of the Group by granting options to them as rewards and further incentives. The Pre-IPO Share Option Scheme will expire on 16 June 2026.
Each option granted under the Pre-IPO Share Option Scheme is subject to the following vesting schedule:
Percentage of | ||
Tranche | Vesting Date | an option vested |
First | First anniversary of 13 July 2016 (the "Listing Date") | 25% |
Second | Second anniversary of the Listing Date | 25% |
Third | Third anniversary of the Listing Date | 25% |
Fourth | Fourth anniversary of the Listing Date | 25% |
Each vested tranche of an option is exercisable during a period from and including the vesting date of the relevant tranche to and including the business day immediately preceding the tenth anniversary of the date of grant of the option.
The subscription price per share shall be HK$0.80. On 17 June 2016, 19,684,000 options were granted. No further options will be offered or granted under the Pre-IPO Share Option Scheme.
Details of each tranche of options are as follows:
Tranche | Date of grant | Vesting period | Exercise period | Exercise price |
HK$ | ||||
First | 17 June 2016 | 17 June 2016 to | 13 July 2017 to | 0.80 |
13 July 2017 | 16 June 2026 | |||
Second | 17 June 2016 | 17 June 2016 to | 13 July 2018 to | 0.80 |
13 July 2018 | 16 June 2026 | |||
Third | 17 June 2016 | 17 June 2016 to | 13 July 2019 to | 0.80 |
13 July 2019 | 16 June 2026 | |||
Fourth | 17 June 2016 | 17 June 2016 to | 13 July 2020 to | 0.80 |
13 July 2020 | 16 June 2026 | |||
If the options remain unexercised after a period of ten years from the date of grant, the options will be expired. Options are lapsed if the directors, employees and/or consultants leave the Group.
INTERIM REPORT 2020 Vincent Medical Holdings Limited | 41 |
NOTESTOTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2020
17. SHARE OPTIONS (CONTINUED)
Pre-IPO share option scheme adopted on 17 June 2016 (continued)
Details of the movement of share options during the period are as follows: | |||||
Weighted | |||||
Number of | average | ||||
share options | exercise price | ||||
HK$ | |||||
Outstanding at the beginning of the period | 16,064,000 | 0.80 | |||
Lapsed during the period | (460,000) | 0.80 | |||
Outstanding at the end of the period | 15,604,000 | 0.80 | |||
Exercisable at the end of the period | 11,703,000 | 0.80 | |||
Share option scheme adopted on 24 June 2016
A share option scheme (the "Share Option Scheme") was approved and adopted on 24 June 2016. Pursuant to the Share Option Scheme, the Board of Directors may, as its discretion, grant share options to any executive, director, employee, advisor, consultant, professional, agent, contractor, customer, provider of goods and/or services or partner of the Group. The Share Option Scheme will expire on 23 June 2026.
The subscription price per share shall be determined by the Board of Directors and notified to the grantee at the time of offer of the option.
On 28 May 2018, the Group granted 14,300,000 share options with exercise price of HK$0.80 per share to certain directors and employees. 25% of the options will vest on each of 28 May 2019, 2020, 2021 and 2022 respectively and will be exercisable from each of 28 May 2019, 2020, 2021 and 2022 respectively to 23 June 2026.
On 25 March 2019, the Group further granted 4,600,000 share options with exercise price of HK$0.80 per share to certain employees and consultant. 25% of the options will vest on each of 25 March 2020, 2021, 2022 and 2023 respectively and will be exercisable from each of 25 March 2020, 2021, 2022 and 2023 respectively to 23 June 2026.
If the options remain unexercised after 23 June 2026, the options will be expired. Options are lapsed if the directors and/or employees leave the Group.
Details of the movement of share options during the period are as follows: | |||||
Weighted | |||||
Number of | average | ||||
share options | exercise price | ||||
HK$ | |||||
Outstanding at the beginning and end of the period | 15,400,000 | 0.80 | |||
Exercisable at the end of the period | 6,925,000 | 0.80 | |||
42 | Vincent Medical Holdings Limited INTERIM REPORT 2020 |
NOTESTOTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2020
18. RELATED PARTY TRANSACTIONS
The Group had the following transactions and balances with its related parties during the period:
Six months ended 30 June | ||||||
2020 | 2019 | |||||
HK$'000 | HK$'000 | |||||
(unaudited) | (unaudited) | |||||
Sales of goods to an associate | 1,333 | - | ||||
Purchases of goods from a joint venture | 558 | - | ||||
Purchases of goods from a related company | 1,194 | 134 | ||||
Catering service fee paid to a related company | 595 | 520 | ||||
Rental expenses paid to related companies | 5,201 | 5,144 | ||||
Metal supplies and processing service fee to a related company | 4,486 | 2,633 | ||||
Electronic assembly service fee to a related company | 5,755 | - | ||||
30 June
2020 HK$'000 (unaudited)
31 December
2019 HK$'000 (audited)
Trade receivables from an associate | 1,857 | 495 | |||
Prepayments and deposits paid to an associate | 49 | 2,081 | |||
Other payables to an associate | 1,743 | - | |||
Other payables to a related company | 7,073 | 2,913 | |||
Other receivables from a related company | 84 | 84 | |||
Note:
Mr. Choi Man Shing, an executive director of the Company has beneficial interest in these related companies.
19. CONTINGENT LIABILITIES
The Group did not have any significant contingent liabilities at 30 June 2020 (at 31 December 2019: Nil).
INTERIM REPORT 2020 Vincent Medical Holdings Limited | 43 |
NOTESTOTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2020
20. CAPITAL COMMITMENTS
Capital commitments contracted for at the end of reporting period but not yet incurred are as follows:
30 June | 31 December | ||||||
2020 | 2019 | ||||||
HK$'000 | HK$'000 | ||||||
(unaudited) | (audited) | ||||||
Property, plant and equipment | 14,882 | 7,018 | |||||
Intangible assets | - | 6,107 | |||||
14,882 | 13,125 | ||||||
21. EVENTS AFTER THE REPORTING PERIOD
On 25 August 2020 (after trading hours), the Company entered into a memorandum of understanding with Bayer Medical Care, Inc. whereby the parties agreed to enter into an agreement in respect of the possible acquisition
by the Company or its subsidiary of the 1,718,861 shares in Vincent Medical Manufacturing Co., Limited (永勝醫 療製品有限公司), representing approximately 19.90% of its issued shares, and 3.98% equity interest in 東莞永 勝醫療製品有限公司 (translated as "Vincent Medical (Dongguan) Mfg. Co. Ltd."). For details, please refer to the Company's announcement dated 25 August 2020.
Saved as disclosed above, there were no other significant events after the reporting period and up to the date of this report.
22. APPROVAL OF FINANCIAL STATEMENTS
The interim financial statements were approved and authorised for issue by the Board of Directors on 25 August 2020.
44 | Vincent Medical Holdings Limited INTERIM REPORT 2020 |
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Vincent Medical Holdings Ltd. published this content on 10 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 September 2020 08:34:25 UTC