CORPORATE INFORMATION | ʮ̡༟ࣘ |
Executive Directors | ੂБԫ |
Mr. Lam Shiu Ming, Daneil (Chairman) | ؍ʃ͛€˴ࢩ |
Mr. Lam Kit Sun | ؍௫อ͛ |
Independent Non-Executive Directors | ዹͭڢੂБԫ |
Mr. Lam Chi Keung | ؍ٺ੶͛ |
Mr. Choi Wing Koon | ᇹ͑ڿ͛ |
Mr. Tang Yiu Wing | ᘴ͛ |
Company Secretary | ʮ̡।ࣣ |
Mr. Lam Kit Sun | ؍௫อ͛ |
Authorised Representatives | બᛆ˾ڌ |
Mr. Lam Shiu Ming, Daneil | ؍ʃ͛ |
Mr. Lam Kit Sun | ؍௫อ͛ |
Principal Bankers | ˴ࠅֻԸვБ |
The Hongkong and Shanghai Banking Corporation Limited | ࠰ಥɪऎ䁩ᔮვБϞࠢʮ̡ |
OCBC Wing Hang Bank Limited | ശ྆͑ЖვБϞࠢʮ̡ |
Bank of Communications Co., Ltd. | ʹஷვБٰ΅Ϟࠢʮ̡ |
Auditor | |
Crowe (HK) CPA Limited | బखശ€࠰ಥึࠇࢪԫਕהϞࠢʮ̡ |
Certified Public Accountants | ੂุึࠇࢪ |
Legal Advisers | جܛᚥਪ |
So Keung Yip & Sin | ᘽ۴ᤑܛࢪБ |
1009-1012, 10th Floor | ࠰ಥ |
Nan Fung Tower | ʕᐑ |
173 Des Voeux Road | ᅃႾ༸ʕ173 |
Central | یᔮɽข |
Hong Kong | 10ᅽ1009-1012܃ |
TUNG, NG, TSE & LAM | юᑽ؍ܛࢪԫਕה |
26/F., CMA Building | ࠰ಥʕᐑ |
64 Connaught Road | ʍፕ༸ʕ64 |
Central, Hong Kong | ᅀਠึɽข26ᅽ |
KWC & Associates | ெʪʕܛࢪԫਕה |
Unit 2302-04, 23/F, | ࠰ಥ |
Yuen Long Trade Centre, No.99-109 | อޢʩࣦ |
Castle Peak Road, | ڡʆʮ༩99-109 |
Yuen Long, N.T., | ʩࣦ൱ʕː |
Hong Kong | 23ᅽ2302-04܃ |
寰宇娛樂文化集團有限公司 • 二零二零/二一年中期報告 |
ࣨᅰࢪ
CORPORATE INFORMATION (Continued) | ʮ̡༟ࣘ€ᚃ |
Share Registrar | ٰ΅೮াஈ |
Tricor Abacus Limited | ՙԳඩݡාϞࠢʮ̡ |
Level 54, Hopewell Centre | ࠰ಥ |
183 Queen's Road East | ެΧɽ༸؇183 |
Hong Kong | Υձʕː54ᅽ |
Audit Committee | ᄲࠇ։ࡰึ |
Mr. Choi Wing Koon (Chairman) | ᇹ͑ڿ͛€˴ࢩ |
Mr. Lam Chi Keung | ؍ٺ੶͛ |
Mr. Tang Yiu Wing | ᘴ͛ |
Remuneration Committee | ᑚཇ։ࡰึ |
Mr. Choi Wing Koon (Chairman) | ᇹ͑ڿ͛€˴ࢩ |
Mr. Lam Shiu Ming, Daneil | ؍ʃ͛ |
Mr. Lam Chi Keung | ؍ٺ੶͛ |
Mr. Tang Yiu Wing | ᘴ͛ |
Nomination Committee | Τ։ࡰึ |
Mr. Lam Chi Keung (Chairman) | ؍ٺ੶͛€˴ࢩ |
Mr. Lam Shiu Ming, Daneil | ؍ʃ͛ |
Mr. Choi Wing Koon | ᇹ͑ڿ͛ |
Mr. Tang Yiu Wing | ᘴ͛ |
Registered Office | ൗ̅፬ԫஈ |
Clarendon House | Clarendon House |
2 Church Street | 2 Church Street |
Hamilton HM 11 | Hamilton HM 11 |
Bermuda | Bermuda |
Head Office and Principal Place of Business | ᐼ፬ԫஈʿ˴ࠅᐄุήᓃ |
18th Floor | ࠰ಥ |
Wyler Centre Phase II | อޢ |
192-200 Tai Lin Pai Road | ໟग |
Kwai Chung | ɽஹર༸192Ї200 |
New Territories | ਃࡐʕːୋɚಂ |
Hong Kong | 18ᅽ |
Website | ၣѧ |
www.uih.com.hk | www.uih.com.hk |
Stock Code | ٰ΅˾ |
1046 | 1046 |
The board of directors (the "Director(s)") (the "Board") of
ካρ࢈ᆀ˖ʷණྠϞࠢʮ̡€˜͉ʮ̡™ʘԫ
Universe Entertainment and Culture Group Company Limited €˜ԫ™ึ€˜ԫึ™ʮб͉ʮ̡ʿՉڝ᙮ʮ
(the "Company") announces the unaudited condensed consolidated balance sheet as at 31st December 2020 and the unaudited condensed consolidated statement of comprehensive income, the unaudited condensed consolidated statement of changes in equity and the unaudited condensed consolidated statement of cash flows of the Company and its subsidiaries (collectively, the "Group") for the six months ended 31st December 2020 (the "Period") as follows:
̡€୕၈˜͉ණྠ™ɚཧɚཧϋɤɚ˜ɧɤɓ ˚ʘ͊ᄲࣨᔊၝΥ༟ପࠋවڌ˸ʿ࿚Ї ɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ʬࡈ˜€˜͉ಂ ග™ʘ͊ᄲࣨᔊၝΥΌࠦϗूڌe͊ᄲ ࣨᔊၝΥᛆूᜊਗڌʿ͊ᄲࣨᔊၝΥ ତږݴඎڌνɨj
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS Non-current assets
Property, plant and equipment Investment properties
Other intangible assets
Film rights and films in progress Interests in associates
Loans receivable
Film related deposits Deposits paid Deferred tax assets Other financial assets
༟ପ ڢݴਗ༟ପ يุeዚኜʿண௪ ҳ༟يุ Չ˼ೌҖ༟ପ ཥᅂوᛆʿႡЪʕʘཥᅂ ᑌᐄʮ̡ʘᛆू Ꮠϗ൲ಛ ཥᅂᗫࠈږ ʊ˹ࠈږ ַධ༟ପ Չ˼ږፄ༟ପ
͊ᄲࣨᔊၝΥ ༟ପࠋවڌ
Audited
As at 30th June 2020 ᄲࣨ ɚཧɚཧϋ ʬ˜ɧɤ˚
HK$'000 ɷಥʩ
12,659 17,271
31,460 31,460
2,936 2,239
288,121 221,760
- -
60,581 68,346
209 407
500 271
12,526 10,008
351,762
€ᚃ
(Continued)
Current assets
Inventories Accounts receivable Loans receivable
Amount due from an associate Deposits paid, prepayments and other receivables Trading securities Contingent consideration receivable
Bank balances and cash - trust accounts
Time deposits with maturity over three months at acquisition
Cash and cash equivalents
Total current assets
Total assets
EQUITY
Equity attributable to the owners of the Company Share capital
Share premium Other reserves Accumulated losses
Non-controlling interests Total equity
ݴਗ༟ପ π Ꮠϗሪಛ Ꮠϗ൲ಛ Ꮠϗɓගᑌᐄʮ̡ಛධ ʊ˹ࠈږeཫ˹ಛධʿ
Չ˼Ꮠϗಛධ ʹᗇՎ Ꮠϗא್˾ᄆ ვБഐቱʿତږ - ڦৄሪ˒ ᒅɝࣛՑಂ˚൴ཀ ɧࡈ˜ʘ֛ಂπಛ ତږʿତږഃᄆي
ݴਗ༟ପᐼ࠽ ᐼ༟ପ
ᛆू ͉ʮ̡ኹϞɛᏐЦᛆू
ٰ͉ ٰ΅๐ᄆ Չ˼Ꮇ௪ ଢ଼ࠇᑦฦ
ڢછٰᛆू ᐼᛆू
9,801 10,963
Audited
As at 30th June 2020 ᄲࣨ ɚཧɚཧϋ ʬ˜ɧɤ˚
HK$'000 ɷಥʩ
169,008 73,105
2,882 7,216
- 53
42,134 21,020
7,516 3,300
-
780
- 108,640
177,822 106,949
332,026 683,788
9,066 9,066
35,013 35,013
546,794 547,995
(236,378) 355,696
(804) 354,892
€ᚃ
(Continued)
Audited | ||||
As at | ||||
30th June | ||||
2020 | ||||
ᄲࣨ | ||||
ɚཧɚཧϋ | ||||
ʬ˜ɧɤ˚ | ||||
Note | HK$'000 | HK$'000 | ||
ڝൗ | ɷಥʩ | ɷಥʩ | ||
LIABILITIES | ࠋව | |||
Non-current liabilities | ڢݴਗࠋව | |||
Lease liabilities | ॡ༣ࠋව | 5,163 | 5,612 | |
Deferred tax liabilities | ַධࠋව | 85 | 84 | |
5,248 | 5,696 | |||
Current liabilities | ݴਗࠋව | |||
Accounts payable | Ꮠ˹ሪಛ | 20 | 17,110 | 19,301 |
Other payables and | Չ˼Ꮠ˹ಛධʿ | |||
accrued charges | Ꮠࠇ˕̈ | 16,759 | 158,870 | |
Contingent consideration payable | Ꮠ˹א್˾ᄆ | 21 | 20,400 | 20,400 |
Contract liabilities | Υߒࠋව | 176,902 | 97,397 | |
Deposits received | ʊϗࠈږ | 171,465 | 11,409 | |
Lease liabilities | ॡ༣ࠋව | 8,174 | 9,863 | |
Taxation payable | Ꮠᖮධ | 1,530 | 5,960 | |
Total current liabilities | ݴਗࠋවᐼᕘ | 412,340 | 323,200 | |
Total liabilities | ᐼࠋව | 417,588 | 328,896 | |
Total equity and liabilities | ᐼᛆूʿࠋව | 819,125 | 683,788 | |
Net current (liabilities)/assets | ݴਗ€ࠋවŊ༟ପଋ࠽ | (2,393) | 8,826 | |
Total assets less current liabilities | ᐼ༟ପಯݴਗࠋව | 406,785 | 360,588 |
The notes on pages 13 to 55 form an integral part of this unaudited condensed consolidated interim financial information.
༱ୋ13ࠫЇ55ࠫʘڝൗމ͉͊ᄲࣨᔊ ၝΥʕಂৌਕ༟ࣘʘɓʱf
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
ɚཧɚཧϋ | ɚཧɓɘϋ | |||
Note | HK$'000 | HK$'000 | ||
ڝൗ | ɷಥʩ | ɷಥʩ | ||
CONTINUING OPERATIONS | ܵᚃᐄุਕ | |||
Revenue | ϗू | |||
Sales of goods - video | ቖਯۜ - ྅೯Бe | |||
distribution, optical products | ᗝପۜʿᙒ፶ପۜ | |||
and watches products | 27,584 | 24,915 | ||
Income on film distribution | ཥᅂ೯Бʿ׳݈e | |||
and exhibition, licensing | બ̈ʿᔷબཥᅂوᛆ | |||
and sub-licensing of film rights | ϗɝ | 201,014 | 191,934 | |
Income from other businesses | Չ˼ุਕϗɝ | 8,611 | 7,404 | |
Total revenue | ᐼϗू | 5 | 237,209 | 224,253 |
Cost of revenue | ϗूϓ͉ | |||
Cost of inventories sold | ʊਯπϓ͉ | (19,874) | (16,234) | |
Related cost on film distribution | ཥᅂ೯Бʿ׳݈e | |||
and exhibition, licensing and | બ̈ʿᔷબཥᅂوᛆ | |||
sub-licensing of film rights | ᗫϓ͉ | (132,490) | (106,712) | |
Cost from other businesses | Չ˼ุਕϓ͉ | (6,168) | (3,257) | |
Total cost of revenue | ϗूᐼϓ͉ | (158,532) | (126,203) | |
Selling expenses | ቖਯ൬͜ | (8,247) | (6,133) | |
Administrative expenses | Б݁൬͜ | (32,419) | (43,517) | |
Impairment loss of right-of-use assets | Դ͜ᛆ༟ପʘಯ࠽ᑦฦ | (3,147) | - | |
Change in expected credit loss | ཫಂڦ൲ᑦฦᜊਗ | (681) | (15,444) | |
Amortisation of other intangible | Չ˼ೌҖ༟ପᛅቖ | |||
assets | 6 | (73) | (73) | |
Other gains/(losses) - net | Չ˼ϗूŊ€ᑦฦ- ଋᕘ | 10,601 | 7,445 | |
Other income | Չ˼ϗɝ | 3,617 | 484 | |
Gains/(losses): | ϗूŊ€ᑦฦj | |||
Fair value change | ʹᗇՎʘʮ̻࠽ | |||
on trading securities | ᜊਗ | (809) | - | |
Fair value change on other | ீཀฦूܲʮ̻࠽ɝሪʘ | |||
financial assets at fair value | Չ˼ږፄ༟ପʘ | |||
through profit or loss | ʮ̻࠽ᜊਗ | (271) | 2,600 | |
Finance income | ৌਕϗɝ | 1,047 | 472 | |
Finance costs | ৌਕϓ͉ | 22 | (228) | (273) |
Share of losses of associates | ᏐЦᑌᐄʮ̡ʘᑦฦ | - | (1,085) | |
Profit before tax | ৰۃ๐л | 23 | 48,067 | 42,526 |
Income tax (expense)/credit | ה€ක˕Ŋתе | 24 | (139) | 105 |
Profit for the Period from | ԸІܵᚃᐄุਕʘ | |||
continuing operations | ಂʫ๐л | 47,928 | 42,631 |
Unaudited ͊ᄲࣨ
For the six months ended
31st December
࿚Їɤɚ˜ɧɤɓ˚˟ʬࡈ˜
2019
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Continued)
DISCONTINUED OPERATION
(Loss)/profit for the Period from discontinued operation
Profit for the Period
Other comprehensive
(loss)/income:
Items that may be reclassified to profit or loss:
Currency translation differences
Other comprehensive (loss)/income for the Period, net of tax
Total comprehensive income for the Period
Profit attributable to owners of the Company: - from continuing operations - from discontinued operation
Profit for the Period attributable to owners of the Company
Loss attributable to non-controlling interests: - from continuing operations - from discontinued operation
Loss for the Period attributable to non-controlling interests
€ᚃ
Unaudited ͊ᄲࣨ
For the six months ended
31st December
࿚Їɤɚ˜ɧɤɓ˚˟ʬࡈ˜
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Continued)
Total comprehensive income/(loss) ˸ɨᏐЦಂʫΌࠦϗूŊ
for the Period attributable to: Owners of the Company Non-controlling interests
€ᑦฦᐼᕘj ͉ʮ̡ኹϞɛ ڢછٰᛆू
Total comprehensive income/(loss) ԸІ˸ɨධʘ͉ʮ̡
attributable to owners of the Company arises from: Continuing operations Discontinued operationEarnings per share attributable to the owners of the Company for the Period (expressed in HK cents per share)
From continuing and discontinued operations - basic and diluted
From continuing operations - basic and diluted
ኹϞɛᏐЦΌࠦϗूŊ €ᑦฦᐼᕘj ܵᚃᐄุਕ ʊ˟ᐄุਕ
ಂʫ͉ʮ̡ኹϞɛᏐЦ ӊٰޮл€˸ӊٰಥ̀ΐͪ
ԸІܵᚃᐄุਕʿ ʊ˟ᐄุਕ - ਿ͉ʿᛅᑛ
ԸІܵᚃᐄุਕ - ਿ͉ʿᛅᑛ
€ᚃ
Unaudited ͊ᄲࣨ
For the six months ended
31st December
࿚Їɤɚ˜ɧɤɓ˚˟ʬࡈ˜
2019
ɚཧɓɘϋ
HK$'000 ɷಥʩ
44,063
(335)
43,728
43,128 935 44,063
4.84
4.74
The notes on pages 13 to 55 form an integral part of this unaudited condensed consolidated interim financial information.
༱ୋ13ࠫЇ55ࠫʘڝൗމ͉͊ᄲࣨᔊ ၝΥʕಂৌਕ༟ࣘʘɓʱf
UNAUDITED CONDENSED | ͊ᄲࣨᔊၝΥ |
CONSOLIDATED STATEMENT OF | ᛆूᜊਗڌ |
CHANGES IN EQUITY | |
Attributable to the owners of the Company | |
͉ʮ̡ኹϞɛᏐЦ |
Balance at 1st July 2020
Comprehensive income Profit/(loss) for the Period Other comprehensive loss Currency translation difference Total other comprehensive lossTotal comprehensive income/(loss) ಂʫΌࠦϗूŊ€ᑦฦ
for the Period
Balance at 31st December 2020
UNAUDITED CONDENSED | ͊ᄲࣨᔊၝΥ |
CONSOLIDATED STATEMENT OF | ᛆूᜊਗڌ |
CHANGES IN EQUITY (Continued) | |
Attributable to the owners of the Company | |
͉ʮ̡ኹϞɛᏐЦ |
€ᚃ
€͊ᄲࣨ €͊ᄲࣨ €͊ᄲࣨ
Share capital ٰ͉
Share premium ٰ΅๐ᄆ
Չ˼Ꮇ௪
Other reservesAccumulated losses ଢ଼ࠇᑦฦ
Total ᐼࠇ
Non-controlling interests ڢછٰᛆू
Total equity ᐼᛆू
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
€͊ᄲࣨ €͊ᄲࣨ €͊ᄲࣨ €͊ᄲࣨ
(Note 18) €ڝൗ18
Balance at 1st July 2019
Comprehensive income Profit/(loss) for the period Other comprehensive income Currency translation difference
ɚཧɓɘϋ ɖ˜ɓ˚ʘഐቱ Όࠦϗू ಂʫ๐лŊ€ᑦฦ
Չ˼Όࠦϗू ࿆౬ၑࢨᕘ
Total other comprehensive income Չ˼Όࠦϗूᐼᕘ Total comprehensive income/(loss) ಂʫΌࠦϗूŊ€ᑦฦ
for the Period
Balance at 31st December 2019
9,066
35,013
546,467
(209,315)
381,231
(297) 380,934
-
-
-
43,901
43,901
(335) 43,566
- -
- -
162
162
- -
162
162
- -
162
162
ᐼᕘ ɚཧɓɘϋɤɚ˜ ɧɤɓ˚ʘഐቱ
-
-
162
43,901
44,063
(335)
43,728
9,066
35,013
546,629
(165,414)
425,294
(632)
424,662
The notes on pages 13 to 55 form an integral part of this unaudited condensed consolidated interim financial information.
༱ୋ13Ї 55ࠫʘڝൗމ͉͊ᄲࣨᔊၝ Υʕಂৌਕ༟ࣘʘɓʱf
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Net cash generated from operating activities Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of other intangible assets Decrease in film related deposits Payments for film rights and films in progress
Return of capital from other financial assets
Interest received
Decrease in the deposits with maturity over 3 months Net cash used in investing activities Cash flows from financing activities
Capital element of lease rentals paid
Interest element of lease rentals paid
Net cash used in financing activities
ᐄ༶ݺਗପ͛ʘଋତږ
ҳ༟ݺਗʘତږݴඎ
ᒅɝيุeዚኜʿண௪ ᒅɝՉ˼ೌҖ༟ପ ཥᅂᗫࠈږʘಯˇ ཥᅂوᛆʿႡЪʕཥᅂʘ ˹ಛ
ІՉ˼ږፄ༟ପ ৗᒔ༟͉ ʊϗлࢹ Ցಂ˚൴ཀɧࡈ˜ʘ πಛಯˇ
ҳ༟ݺਗה͜ʘଋତږ ፄ༟ݺਗʘତږݴඎ
ʊ˹ॡږʘ༟͉ʱ ʊ˹ॡږʘлࢹʱ
ፄ༟ݺਗה͜ʘଋତږ
͊ᄲࣨᔊၝΥ
ତږݴඎڌ
Unaudited ͊ᄲࣨ
For the six months ended
31st December
࿚Їɤɚ˜ɧɤɓ˚˟ʬࡈ˜
2019
ɚཧɓɘϋ
HK$'000 ɷಥʩ
34,772
(2,289)
- 10,320
(140,508) (32,643)
- 1,446
1,047 472
-
(24,674) (22,694)
(5,761) (5,652)
(273)
(5,925)
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF
CASH FLOWS (Continued)
ɚཧɚཧϋ | ɚཧɓɘϋ | ||
HK$'000 | HK$'000 | ||
ɷಥʩ | ɷಥʩ | ||
Net increase in cash and | ତږʿତږഃᄆيʘଋᄣ̋ | ||
cash equivalents | 70,873 | 6,153 | |
Currency translation differences | ࿆౬ၑࢨᕘ | - | 13 |
Cash and cash equivalents | ಂڋʘତږʿତږഃᄆي | ||
at the beginning of the Period | 106,949 | 178,228 | |
Cash and cash equivalents | ಂ͋ʘତږʿତږഃᄆي | ||
at the end of the Period | 177,822 | 184,394 | |
Analysis of cash and | ତږʿତږഃᄆيʱؓj | ||
cash equivalents: | |||
Cash and cash equivalents | ତږʿତږഃᄆي | 177,822 | 184,394 |
177,822 | 184,394 |
͊ᄲࣨᔊၝΥ
ତږݴඎڌ
€ᚃ
Unaudited ͊ᄲࣨ
For the six months ended
31st December
࿚Їɤɚ˜ɧɤɓ˚˟ʬࡈ˜
2019
The notes on pages 13 to 55 form an integral part of this unaudited condensed consolidated interim financial information.
༱ୋ13ࠫЇ55ࠫʘڝൗމ͉͊ᄲࣨᔊ ၝΥʕಂৌਕ༟ࣘʘɓʱf
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION
1.
GENERAL INFORMATION
The Group is principally engaged in video distribution, film distribution and exhibition, licensing and sub-licensing of film rights, money lending, leasing of investment properties, entertainment business, securities investment, trading, wholesaling and retailing of optical products and watches products, and provision of financial printing services.
The Company is a limited liability company incorporated in Bermuda. The address of its registered office is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The address of the principal place of business of the Company is 18th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong.
The Company's shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange").
This unaudited condensed consolidated interim financial information is presented in thousands of units of Hong Kong dollars ("HK$'000"), unless otherwise stated. This unaudited condensed consolidated interim financial information has been approved for issue by the Board on 26th February 2021.
͊ᄲࣨᔊၝΥ ʕಂৌਕ༟ࣘڝൗ
1.
ɓছ༟ࣘ
͉ණྠ˴ࠅԫ྅೯Бeཥᅂ೯Бʿ׳ ݈eબ̈ʿᔷબཥᅂوᛆe׳൲ëॡҳ༟ يุe࢈ᆀุਕeᗇՎҳ༟eᗝପۜʿᙒ ፶ପۜ൱eҭ೯ʿཧਯุਕd˸ʿԶৌ ΙՏਕf
͉ʮ̡ɗϵᅉ༺ൗ̅ϓͭʘϞࠢʮ̡d Չൗ̅፬ԫஈήѧމClarendon House, 2 Church Street, Hamilton HM 11, Bermudaf ͉ʮ̡˴ࠅᐄุήᓃЗ࠰ಥอޢໟगɽஹ ર༸192-200ਃࡐʕːɚಂ18ᅽf
͉ʮ̡ʘٰ΅࠰ಥᑌΥʹהϞࠢʮ̡ €˜ᑌʹה™˴ؐɪ̹f ৰ̤ϞႭ̮d͉͊ᄲࣨᔊၝΥʕಂৌ ਕ༟ࣘ˸ɷಥʩ€˜ɷಥʩ™މఊЗяΐf͉ ͊ᄲࣨᔊၝΥʕಂৌਕ༟ࣘʊɚཧɚ ɓϋɚ˜ɚɤʬ˚ᐏԫึҭࡘ̊೯f
2. BASIS OF PREPARATION
This unaudited condensed consolidated interim financial information has been prepared in accordance with the Hong Kong Accounting Standard ("HKAS") 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA") as well as the applicable disclosure provisions of the Rules of Governing the Listing of Securities on the Stock Exchange (the "Listing Rules").
The unaudited condensed consolidated interim financial information has been prepared on the historical cost convention, as modified by the revaluation of financial instruments that are measured at fair values at the end of each reporting period, contingent consideration receivable, contingent consideration payable and investment properties, which are carried at fair value.
The unaudited condensed interim financial information has been prepared in accordance with the same accounting policies adopted in the Company's consolidated financial statements for the year ended 30th June 2020, except for the accounting policy changes that are expected to be reflected in the Company's consolidated financial statements for the year ending 30th June 2021. Details of these changes in accounting policies are set out in note 3.
The preparation of interim condensed consolidated financial statements in conformity with HKAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates.
The unaudited condensed consolidated interim financial information contains selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the annual financial statements for the year ended 30th June 2020. The unaudited condensed consolidated interim financial information and notes thereon do not include all of the information required for full set of financial statements prepared in accordance with the Hong Kong Financial Reporting Standards (the "HKFRSs").
3. CHANGE IN ACCOUNTING POLICIES
The HKICPA has issued a number of amendments to HKFRSs that are first effective for the current accounting period of the Group.
Except for Amendment to HKFRS 16, Covid-19-Related Rent Concessions, none of the developments have had a material effect on how the Group's results and financial position for the current or prior periods have been prepared or presented in this interim financial report. The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period.
2. ᇜႡਿ
͉͊ᄲࣨᔊၝΥʕಂৌਕ༟ࣘɗ࣬ኽ࠰ ಥึࠇࢪʮึ€˜࠰ಥึࠇࢪʮึ™бٙ࠰ ಥึࠇۆ€˜࠰ಥึࠇۆ™ୋ34˜ʕಂৌ ਕజѓ™˸ʿᑌʹהᗇՎɪ̹ۆ€˜ɪ̹ ۆ™ٙቇ͜מᚣૢ˖ϾᇜႡf
͊ᄲࣨᔊၝΥʕಂৌਕ༟ࣘɗܲዝ̦ϓ ͉جᇜႡdԨఱజѓಂ͋ܲʮ̻࠽ࠇඎ ʘږፄʈՈeᏐϗא್˾ᄆeᏐ˹א್˾ ᄆʿҳ༟يุ€ѩܲʮ̻࠽ΐሪٙࠠПϾࡌ ҷf
ৰཫಂਗ਼͉ʮ̡࿚Їɚཧɚɓϋʬ˜ɧɤ ˚˟ϋܓʘၝΥৌਕజڌˀ݈ʘึࠇ݁ഄᜊ ਗ̮d͊ᄲࣨᔊʕಂৌਕ༟ࣘʊܲၾ͉ ʮ̡࿚Їɚཧɚཧϋʬ˜ɧɤ˚˟ϋܓʘၝ ΥৌਕజڌમॶΝʘึࠇ݁ഄᇜႡf༈ഃ ึࠇ݁ഄᜊਗʘ༉ઋ༱ΐڝൗ3f
ᇜႡୌΥ࠰ಥึࠇۆୋ34ٙᔊၝΥʕ ಂৌਕజڌdࠅӋ၍ଣᄴЪ̈кᓙeПࠇʿ ணdϾ༈ഃкᓙeПࠇʿணึᅂᚤ݁ഄ ʘᏐ͜ʿ͟ϋڋЇʦఱ༟ପʿࠋවeϗɝʿ ක˕הяజʘږᕘfྼყഐ؈אึၾϤഃП ࠇϞהʔΝf ͊ᄲࣨᔊၝΥʕಂৌਕ༟ࣘ༱Ϟေ፯ ༆ᙑڝൗfڝൗܼ̍࿁ə༆І࿚Їɚཧɚ ཧϋʬ˜ɧɤ˚˟ϋܓʘϋܓৌਕజڌ˸Ը ͉ණྠৌਕًرʿڌତᜊਗϾԊ᙮ࠠɽٙԫ ʿʹႭf͊ᄲࣨᔊၝΥʕಂৌਕ ༟ࣘʿՉڝൗʔܼ̍࣬ኽ࠰ಥৌਕజѓۆ €˜࠰ಥৌਕజѓۆ™ᇜႡʘΌࢁৌਕజڌ הცٙΌ༟ࣘf
3. ึࠇ݁ഄᜊਗ
࠰ಥึࠇࢪʮึʊ̊೯εධ࠰ಥৌਕజѓ
ۆʘࡌࠈd༈ഃۆʿࡌࠈ͉ණྠۃึ
ࠇಂගϣ͛ࣖf
ৰ࠰ಥৌਕజѓۆୋ16€ࡌࠈ͉dอۨ
ڿًषݭᗫʘॡږᎴ dɪࠑᜊਗ࿁͉ʕ
ಂৌਕజѓᇜႡאΐ͉ͪණྠۃאཀֻಂ
ගุᐶʿৌਕًرʘ˙όԨೌࠠɽᅂᚤf͉
ණྠԨ͊Ꮠ͜Оۃึࠇಂග֠͊͛ࣖ
ʘอࠈۆא༕ᙑf
3. CHANGE IN ACCOUNTING POLICIES (Continued)
Amendments to HKFRS 16, Covid-19-Related Rent Concessions
The amendment provides a practical expedient that allows a lessee to by-pass the need to evaluate whether certain qualifying rent concessions occurring as a direct consequence of the COVID-19 pandemic ("COVID-19-related rent concessions") are lease modifications and, instead, account for those rent concessions as if they were not lease modifications.
The Group applies the practical expedient to all qualifying COVID-19-related rent concessions granted to the Group during the interim reporting period. Consequently, rent concessions received have been accounted for as negative variable lease payments recognised in profit or loss in the period in which the event or condition that triggers those payments occurred. There
is no impact on the opening balance of equity at 1st July 2020.
4. FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
4.1 Financial assets and liabilities measured at fair value (i)
3. ึࠇ݁ഄᜊਗ€ᚃ
࠰ಥৌਕజѓۆୋ16€ࡌࠈ͉d อۨڿًषݭᗫʘॡږᎴ
ࡌࠈ͉Զɓධ̙Бᛆ֝˙جdʪוॡɛ ˡ൙ПٜટΪอۨڿًषݭޥઋପ͛ʘ߰ ʍΥ༟ࣸॡږᎴ€˜อۨڿًषݭᗫʘॡ ږᎴ™݊щ᙮ॡ༣ࡌࠈdϾ݊ܲν༈ഃ ॡږᎴԨڢॡ༣ࡌࠈਗ਼Չɝሪஈଣf
͉ණྠʕಂజѓಂග࿁͉ණྠᐏબʘהϞ Υ༟ࣸอۨڿًषݭᗫʘॡږᎴᏐ͜ྼ ყᛆ֝˙جfΪϤdʊϗ՟ʘॡږᎴʊ ᙃ೯༈ഃ˹ಛʘԫאઋر೯͛ಂගʫίฦ ूʕᆽႩމࠋ̙ᜊॡ༣˹ಛdՉ࿁ɚཧɚ ཧϋɖ˜ɓ˚ʘಂڋᛆूഐቱԨೌᅂᚤf
4. ږፄʈՈʘʮ̻࠽ࠇඎ
4.1 ܲʮ̻࠽ࠇඎʘږፄ༟ପʿࠋව
Fair value hierarchy | ʮ̻࠽ഃॴ |
The following table presents the fair value of the | ɨڌяΐ͉ණྠږፄʈՈʘʮ̻ |
Group's financial instruments measured at the | ࠽d༈ഃږፄʈՈʘʮ̻࠽జ |
end of the reporting period on a recurring basis, | ѓಂ͋ܲ੬ਿࠇඎdԨʱ |
categorised into the three-level fair value hierarchy | ᗳމ࠰ಥৌਕజѓۆୋ13 |
as defined in HKFRS 13 "Fair Value Measurement". | ˜ʮ̻࠽ࠇඎ™הޢ֛ʘɧॴʮ̻ |
The level into which a fair value measurement | ࠽ഃॴfਗ਼ʮ̻࠽ࠇඎʱᗳʘഃ |
is classified is determined with reference to the | ॴɗਞϽνɨП࠽˙جה͜፩ |
observability and significance of the inputs used in | ɝᅰኽʘ̙ᝈ࿀ʿࠠࠅܝᔾ |
the valuation technique as follows: | ֛j |
(i)
• Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date
• Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail to meet Level 1, and not using significant unobservable inputs. Unobservable inputs are inputs for which market data is not available
• Level 3 valuations: Fair value measured using significant unobservable inputs
• ୋɓॴП࠽jසԴ͜ୋɓ ॴ፩ɝᅰኽ€уࠇඎ˚ Νᗳ༟ପאࠋවݺᚔ̹ ఙʘ͊ሜజᄆࠇඎ ʘʮ̻࠽
• ୋɚॴП࠽jԴ͜ୋɚॴ ፩ɝᅰኽ€у͊ঐ༺Ցୋ ɓॴʘ̙ᝈ࿀፩ɝᅰኽ ˲Ԩ͊Դࠠ͜ɽʔ̙ᝈ࿀ ፩ɝᅰኽࠇඎʘʮ̻࠽f ʔ̙ᝈ࿀፩ɝᅰኽމೌ̹ ఙᅰኽʘ፩ɝᅰኽ
• ୋɧॴП࠽jԴࠠ͜ɽʔ ̙ᝈ࿀፩ɝᅰኽࠇඎʘʮ ̻࠽
4.1 Financial assets and liabilities measured at fair value (Continued)
(i)
4.1
ܲʮ̻࠽ࠇඎʘږፄ༟ପʿࠋව€ᚃ
Fair value hierarchy (Continued) | ʮ̻࠽ഃॴ€ᚃ |
The Group has a team headed by the finance | ͉ණྠኹϞɓ˕͟ৌਕଣჯኬ |
manager performing valuations for the financial | ʘྠඟdࠋபఱږፄʈՈආБП |
instruments. The team reports directly to the | ࠽f༈ྠඟٜટΣ͉ʮ̡ԫʿ |
directors of the Company and the audit committee. | ᄲࠇ։ࡰึజѓf༱Ϟʮ̻࠽ࠇ |
Valuation reports with analysis of changes in fair | ඎᜊਗʱؓʘП࠽జѓɗ͟ྠඟ |
value measurement are prepared by the team | ϋܓజѓ˚ಂᇜႡdԨ͉͟ |
at each annual reporting date, and are reviewed | ʮ̡ԫᄲቡʿҭࡘfྠඟఱП |
and approved by the directors of the Company. | ࠽ҏʿഐ؈ӊϋၾԫʿᄲࠇ |
Discussion of the valuation process and results with | ։ࡰึආБՇϣীሞd˸ၾజѓ |
the Directors and the audit committee is held twice | ˚ಂڭܵɓߧf |
a year, to coincide with the reporting dates. | |
Audited | |
Fair value measurements as at | |
30th June 2020 categorised into | |
ᄲࣨ | |
ɚཧɚཧϋʬ˜ɧɤ˚ʘ | |
ʮ̻࠽ࠇඎʱᗳމ |
(i)
Recurring fair value measurements Assets:
Other financial assets: Unlisted investment funds (Note (a))
Derivative financial instruments (Note (a))
Unlisted limited partnership (Note (a))
Unlisted equity securities (Note (e))
Trading securities (Note (d)) Contingent consideration receivable (Note (b))
Liabilities:
Contingent consideration payable (Note (c))Level 1
ୋɓॴ
HK$'000 ɷಥʩ
-
-
Level 2
ୋɚॴ
Level 3
ୋɧॴ
Fair value at 30th June 2020 ɚཧɚཧϋ ʬ˜ɧɤ˚ ʘʮ̻࠽
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
-
322 322
-
8,336 8,336
-
-
1,350 1,350
- -
- -
- 3,300
- 3,300
- -
- -
-
-
13,308
13,308
-
-
(20,400)
(20,400)
4.1 Financial assets and liabilities measured at fair value (Continued)
(i)
4.1
ܲʮ̻࠽ࠇඎʘږፄ༟ପʿࠋව€ᚃ
Fair value hierarchy (Continued) | (i) | ʮ̻࠽ഃॴ€ᚃ |
During the six months ended 31st December 2020 | ࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ | |
and the year ended 30th June 2020, there were no | ˚˟ʬࡈ˜ʿ࿚Їɚཧɚཧϋʬ | |
transfers between Level 1 and Level 2, or transfers | ˜ɧɤ˚˟ϋܓdୋɓॴၾୋɚ | |
into or out of Level 3. | ॴʘගԨೌᔷᅡd͵ೌᔷᅡɝୋ | |
ɧॴאІୋɧॴᔷᅡ̈f | ||
Notes: | ڝൗj |
(a)For unlisted investment funds and limited partnership classified under Level 3 of the fair value measurement hierarchy, the fair values were determined based on the net asset values of those investment funds and limited partnership with reference to third party valuation of underlying investment portfolio and adjustments of related expenses. When the net asset values of the unlisted investment funds and limited partnership increase/decrease by 10% (as at 30th June 2020: 10%), the fair value would increase/ decrease by HK$140,000 (as at 30th June 2020: HK$167,000). The higher the net assets values, the higher the fair value.
(a)
ఱʱᗳމୋɧॴʮ̻࠽ࠇ ඎഃॴٙڢɪ̹ҳ༟ਿږ ʿϞࠢΥྫΆุϾԊdʮ ̻࠽ɗ࣬ኽ༈ഃҳ༟ਿږ ʿϞࠢΥྫΆุʘ༟ପଋ ࠽dਞϽᗫҳ༟ଡ଼Υʘ ୋɧ˙П࠽ʿᗫක˕Ъ ̈ʘሜᔾ֛fڢɪ̹ ҳ༟ਿږʿϞࠢΥྫΆุ ٙ༟ପଋ࠽ᄣ̋Ŋಯˇ 10% €ɚཧɚཧϋʬ˜ ɧɤ˚j10% ࣛdʮ̻ ࠽ਗ਼ᄣ̋Ŋಯˇ140,000 ಥʩ€ɚཧɚཧϋʬ˜ ɧɤ˚j167,000ಥʩf ༟ପଋ࠽൳৷dۆʮ̻࠽ ൳৷f
4.1 Financial assets and liabilities measured at fair value (Continued)
4.1
(i)Fair value hierarchy (Continued)
Notes: (Continued)
ܲʮ̻࠽ࠇඎʘږፄ༟ପʿࠋව€ᚃ (i) ʮ̻࠽ഃॴ€ᚃ ڝൗj€ᚃ
(a)
(Continued)
(a)
€ᚃ
During the year ended 30th June 2019, the Group entered into certain arrangement to dispose one of the unlisted investment funds at a fixed consideration in December 2021. In the opinion of the directors of the Company, the arrangement constituted a derivative contract which should be recognized as a derivative financial instrument ("DFI"). The DFI is net of deferred day one gain, which arise from the difference between its fair value at initial recognition and its transaction price of nil. The deferred day one gain is amortised over the period from March 2019 to December 2021. The valuation techniques and key inputs used for the DFI in Level 3 fair value measurement at the end of the reporting period are as follows:
࿚Їɚཧɓɘϋʬ˜ɧɤ ˚˟ϋܓd͉ණྠࠈͭ߰ ʍτર˸ɚཧɚɓϋɤ ɚ˜ܲո֛˾ᄆ̈ਯՉʕ ɓධڢɪ̹ҳ༟ਿږf͉ ʮ̡ԫႩމd༈ධτર ϓɓ΅ࠃ͛ΥߒdᏐʚ ᆽႩމࠃ͛ږፄʈՈ€˜ࠃ ͛ږፄʈՈ™fࠃ͛ږፄ ʈՈɗϔৰַ˚ϗ ूdɗ͟ՉڋӉᆽႩ ࣛٙʮ̻࠽ၾՉʹᄆࣸ ගٙࢨᕘމཧϾପ͛f ַ˚ϗूɚཧɓɘϋ ɧ˜Їɚཧɚɓϋɤɚ˜ ಂගʫᛅቖfజѓಂ ͋d˸ୋɧॴʮ̻࠽ࠇඎ ʘࠃ͛ږፄʈՈהԴ͜ʘ П࠽˙جʿ˴ࠅ፩ɝᅰኽ νɨj
Valuation techniques
П࠽˙ج
Significant unobservable input ࠠɽʔ̙ᝈ࿀ ፩ɝᅰኽ
Range
ᇍఖ
HK$ ಥʩ
Derivative financial instruments
ࠃ͛ږፄʈՈ
Marking-to-market approach and discounted cash flow approach ̹ᄆࠇ࠽جʿ ൨ତତږݴඎج
Fair value of equity interest in unlisted investment fundHK$322,000
(as at 30th June 2020: HK$322,000)
ڢɪ̹ҳ༟ਿږʘ ٰᛆʮ̻࠽
Credit value adjustment factor
322,000ಥʩ €ɚཧɚཧϋ ʬ˜ɧɤ˚j 322,000ಥʩ 7.06%-11.89%
ڦ൲ᄆ࠽ሜΪ९
(as at 30th June 2020: 7.06%-11.89%) 7.06%-11.89% €ɚཧɚཧϋ ʬ˜ɧɤ˚j 7.06%-11.89%
As at 31st December 2020 and 30th June 2020, it was estimated that a 5% increase or decrease in the fair value of the unlisted investment fund while holding all other variables constant would not significantly affect the value of the DFI. As a result, no sensitivity analysis for the six months ended 31st December 2020 and the year ended 30th June 2020 was disclosed for the impact of changes in the fair value of the unlisted investment fund.
ɚཧɚཧϋɤɚ˜ɧɤ ɓ˚ʿɚཧɚཧϋʬ˜ɧ ɤ˚dࡊהϞՉ˼ᜊᅰၪ ܵʔᜊdڢɪ̹ҳ༟ਿږ ʮ̻࠽ʘ5%ᄣ̋אಯˇ Пࠇਗ਼ʔึ࿁ࠃ͛ږፄʈ Ոʘᄆ࠽ϞࠠɽᅂᚤfΪ Ϥd࿚Їɚཧɚཧϋɤɚ ˜ɧɤɓ˚˟ʬࡈ˜ʿ࿚ Їɚཧɚཧϋʬ˜ɧɤ˚ ˟ϋܓ฿ೌఱڢɪ̹ҳ༟ ਿږʮ̻࠽ᜊਗʘᅂᚤמ ᚣઽชܓʱؓf
4.1 Financial assets and liabilities measured at fair value (Continued)
(i)Fair value hierarchy (Continued)
Notes: (Continued)
4.1
ܲʮ̻࠽ࠇඎʘږፄ༟ପʿࠋව€ᚃ (i) ʮ̻࠽ഃॴ€ᚃ ڝൗj€ᚃ
(a) | (Continued) | €ᚃ |
As at 31st December 2020, a 5% increase | ɚཧɚཧϋɤɚ˜ɧɤ | |
or decrease in the credit value adjustment | ɓ˚dࡊהϞՉ˼ᜊᅰ | |
factor while holding all other variables | ၪܵʔᜊdڦ൲ᄆ࠽ሜ | |
constant would decrease or increase the | Ϊ९ʘ5%ᄣ̋אಯˇਗ਼ | |
carrying amount of the DFI by HK$294,000 | ʱйಯˇאᄣ̋ࠃ͛ږ | |
or HK$294,000 (as at 30th June 2020: | ፄʈՈʘሪࠦ࠽294,000 | |
HK$442,000 or HK$442,000), respectively. | ಥʩא294,000 ಥ ʩ€ | |
ɚཧɚཧϋʬ˜ɧɤ˚j | ||
442,000ಥʩא442,000 | ||
ಥʩf | ||
The following table represents the changes in | ɨڌމࠇɝୋɧॴʮ̻࠽ | |
other financial assets included in Level 3 fair | ࠇඎʘՉ˼ږፄ༟ପʘᜊ | |
value measurements: | ਗj |
(a)
Unlisted investment funds
As at 1st July 2019
Gain/(losses) included in profit or loss Amortisation of deferred day one gain
Return of capital
As at 30th June 2020
Loss included in profit or loss
Amortisation of deferred day one gain
ɚཧɓɘϋ ɖ˜ɓ˚ ࠇɝฦूʘϗूŊ €ᑦฦ ַ˚ϗूʘ ᛅቖ ༟͉Ϋజ ɚཧɚཧϋ ʬ˜ɧɤ˚ ࠇɝฦूʘ ᑦฦ ַ˚ϗूʘ ᛅቖ
As at 31st December 2020 ɚཧɚཧϋ ɤɚ˜ɧɤɓ˚
ڢɪ̹ ҳ༟ਿږ
HK$'000 ɷಥʩ
317
322
322
5 - -
-
-
HK$'000 ɷಥʩ
Unlisted | ||
limited | ||
Derivative financial instruments | partnership | Total |
ڢɪ̹ | ||
ϞࠢΥྫ | ||
ࠃ͛ږፄʈՈ | Άุ | ᐼࠇ |
Deferred | ||
day | ||
HK$'000 | HK$'000 | |
ɷಥʩ | ɷಥʩ | |
7,199 | 9,574 | |
(4,319) | (3,581) | |
- | 5,545 | |
(1,530) | (1,530) | |
1,350 | 10,008 | |
(271) | (271) | |
- | 2,789 | |
1,079 | 12,526 |
-
Gross
ᐼᕘ
15,922
(13,864) 2,058
one gain ַ ˚ϗू
Net
ଋᕘ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
733
- 733
- -
5,545 5,545
-
-
16,655
(8,319)
8,336
-
-
-
2,789
2,789
16,655
(5,530)
11,125
4.1 Financial assets and liabilities measured at fair value (Continued)
4.1
(i)Fair value hierarchy (Continued)
Notes: (Continued)
ܲʮ̻࠽ࠇඎʘږፄ༟ପʿࠋව€ᚃ (i) ʮ̻࠽ഃॴ€ᚃ ڝൗj€ᚃ
(b)The valuation techniques and key inputs used for contingent consideration receivable in Level 3 fair value measurement at the end of the reporting period are as follows:
(b)
జѓಂ͋dᏐϗא್˾ ᄆୋɧॴʮ̻࠽ࠇඎהԴ ͜ʘП࠽˙جʿ˴ࠅ፩ɝ ᅰኽνɨj
Valuation techniques
П࠽˙ج
Significant unobservable input ࠠɽʔ̙ᝈ࿀፩ɝᅰኽ
Range ᇍఖ
Contingent consideration receivable Ꮠϗא್˾ᄆ
Discounted cash flow approachExpected net loss
Expected loss of HK$1,875,845
(as at 30th June 2020: HK$1,875,845)
൨ତତږݴඎج
ཫಂଋᑦฦ
ཫಂᑦฦ1,875,845ಥʩ €ɚཧɚཧϋʬ˜ɧɤ˚j 1,875,845ಥʩ
Discount rate ൨ତଟ
100% (as at 30th June 2020: 100%) 100%€ɚཧɚཧϋʬ˜ɧɤ˚j 100%
The fair value of the contingent consideration | Ꮠϗא್˾ᄆٙʮ̻࠽ܸ |
receivable represented the profit guarantee | ၾ࿁ϗᒅฌܳණྠછٰϞ |
in relation to the adjustments to the | ࠢʮ̡€˜ฌܳණྠ™ٙ˾ |
consideration from the acquisition of AP | ᄆሜϞᗫٙ๐лڭᗇd |
Group Investment Holdings Limited ("AP | ڝൗ8༉ࠑf |
Group") as detailed in Note 8. | |
As at 31st December 2020 and 30th June | ɚཧɚཧϋɤɚ˜ɧɤ |
2020, the contingent consideration receivable | ɓ˚ʿɚཧɚཧϋʬ˜ɧ |
is determined by reference to the financial | ɤ˚dᏐϗא್˾ᄆɗ࣬ |
statements of AP Group and its subsidiaries | ኽฌܳණྠʿՉڝ᙮ʮ̡ |
for the years ended 31st December 2016 | ࿚Їɚཧɓʬϋʿɚཧɓ |
and 2017, in which the consolidated results | ɖϋɤɚ˜ɧɤɓ˚˟ |
showed a net loss position. As at 31st | ϋܓৌਕజڌ€ՉʕၝΥ |
December 2020 and 30th June 2020, it was | ุᐶஈଋᑦฦًرᔾ |
estimated that a 5% increase or decrease | ֛fɚཧɚཧϋɤɚ˜ |
in the expected net loss of AP Group while | ɧɤɓ˚ʿɚཧɚཧϋʬ |
holding all other variables constant would not | ˜ɧɤ˚dணהϞՉ˼ |
significantly affect the value of contingent | ᜊඎၪܵʔᜊdПࠇฌܳ |
consideration receivable. | ණྠཫಂଋᑦฦɪʺאɨ |
ࠥ 5%ਗ਼ʔึᘌࠠᅂᚤᏐ | |
ϗא್˾ᄆٙᄆ࠽f | |
As at 31st December 2020, it was estimated | ɚཧɚཧϋɤɚ˜ɧɤ |
that a 5% increase or decrease in the | ɓ˚dࡊהϞՉ˼ᜊᅰၪ |
discount rate used while holding all other | ܵʔᜊdהԴ͜ʘ൨ତଟ |
variables constant would not significantly | ᄣ̋אಯˇ5%Пࠇਗ਼ʔ |
affect the value of contingent consideration | ึᘌࠠᅂᚤᏐϗא್˾ᄆ |
receivable (as at 30th June 2019: same). | ʘᄆ࠽€ɚཧɓɘϋʬ |
˜ɧɤ˚jΝf | |
There were no movements during the | ಂŊϋʫdୋɧॴʮ̻ |
period/year in the balance of contingent | ࠽ࠇඎʘᏐϗא್˾ᄆഐ |
consideration receivable in Level 3 fair value | ቱԨೌᜊਗf |
measurements. | |
Universe Entertainment and Culture Group Company Limited • Interim Report 2020/21 |
4.1 Financial assets and liabilities measured at fair value (Continued)
(i)Fair value hierarchy (Continued)
Notes: (Continued)
(c)The valuation techniques and key inputs used for contingent consideration payable in Level 3 fair value measurement at the end of the reporting period are as follows:
4.1
ܲʮ̻࠽ࠇඎʘږፄ༟ପʿࠋව€ᚃ (i) ʮ̻࠽ഃॴ€ᚃ ڝൗj€ᚃ
(c)
జѓಂ͋dᏐ˹א್˾ ᄆୋɧॴʮ̻࠽ࠇඎהԴ ͜ʘП࠽˙جʿ˴ࠅ፩ɝ ᅰኽνɨj
Valuation techniques
П࠽˙ج
Significant unobservable input ࠠɽʔ̙ᝈ࿀፩ɝᅰኽ
Expected loss of HK$1,875,845 | |
(as at 30th June 2020: | |
Loss of HK$1,875,845) | |
ཫಂᑦฦ1,875,845ಥʩ | |
€ɚཧɚཧϋʬ˜ɧɤ˚j | |
ᑦฦ1,875,845ಥʩ | |
The fair value of the contingent consideration | Ꮠ˹א್˾ᄆٙʮ̻࠽ܸ |
payable represented the profit guarantee | ၾ࿁̈ਯฌܳණྠٙ˾ᄆ |
in relation to the adjustments to the | ሜϞᗫٙ๐лڭᗇd |
consideration from the disposal of AP Group | ڝൗ21༉ࠑf |
as detailed in Note 21. | |
As at 31st December 2020 and 30th June | ɚཧɚཧϋɤɚ˜ɧɤ |
2020, the contingent consideration payable | ɓ˚ʿɚཧɚཧϋʬ˜ɧ |
is determined by reference to the financial | ɤ˚dᏐ˹א್˾ᄆɗ࣬ |
statements of AP Group and its subsidiaries | ኽฌܳණྠʿՉڝ᙮ʮ̡ |
for the years ended 31st December 2016 | ࿚Їɚཧɓʬϋʿɚཧɓ |
and 2017, in which the consolidated results | ɖϋɤɚ˜ɧɤɓ˚˟ |
showed a net loss position. As at 31st | ϋܓৌਕజڌ€ՉʕၝΥ |
December 2020 and 30th June 2020, it was | ุᐶஈଋᑦฦًرᔾ |
estimated that a 5% increase or decrease | ֛fɚཧɚཧϋɤɚ˜ |
in the expected net loss of AP Group while | ɧɤɓ˚ʿɚཧɚཧϋʬ |
holding all other variables constant would not | ˜ɧɤ˚dணהϞՉ˼ |
significantly affect the value of contingent | ᜊඎၪܵʔᜊdПࠇฌܳ |
consideration payable. The amount would | ණྠཫಂଋᑦฦɪʺאɨ |
become payable once the actual results of | ࠥ 5%ਗ਼ʔึᘌࠠᅂᚤᏐ |
AP Group is finalised and no discount factor | ˹א್˾ᄆٙᄆ࠽fɓ͇ |
is applied to the amount. As a result, no | ໝྼฌܳණྠྼყุᐶd |
sensitivity analysis for the period ended 31st | ༈ږᕘਗ਼˕˹d˲༈ږ |
December 2020 and year ended 30th June | ᕘʔʚ൨ତfΪϤdԨೌ |
2020 was disclosed for the impact of changes | ఱཫಂଋᑦฦᜊਗʿ൨ତ |
in expected net loss and discount rate. | ଟʘᅂᚤמᚣ࿚Їɚཧɚ |
ཧϋɤɚ˜ɧɤɓ˚˟ಂ | |
ගʿ࿚Їɚཧɚཧϋʬ˜ | |
ɧɤ˚˟ϋܓʘઽชܓʱ | |
ؓf |
Contingent consideration payable Ꮠ˹א್˾ᄆ
Discounted cash flow approach
൨ତତږݴඎج
Expected net loss
Range ᇍఖ
ཫಂଋᑦฦ
4.1 Financial assets and liabilities measured at fair value (Continued)
(i)Fair value hierarchy (Continued)
Notes: (Continued)
(c) (Continued)
There were no movements during the
period/year in the balance of contingent
consideration payable in Level 3 fair value
measurements.
(d) The financial assets at fair value through profit or loss classified under Level 3 of the fair value measurement hierarchy represent investment in listed equity securities suspended from trading.
The fair value of those equity instruments is mainly valued based on Guideline Publicly Traded Company (the "GPTC") method whereas the key inputs to the valuation models include the market multiples, share prices of similar companies that are traded in a public market and discount for lack of marketability. The discount for lack of marketability used are unobservable input. As at 31st December 2020 and 30th June 2020, if any of the significant unobservable input above was 5% higher/lower while all the other variables were held constant, the changes in fair value of the listed equity security would not be significant to the Group.
4.1
ܲʮ̻࠽ࠇඎʘږፄ༟ପʿࠋව€ᚃ (i) ʮ̻࠽ഃॴ€ᚃ ڝൗj€ᚃ
(c) €ᚃ
ಂŊϋʫdୋɧॴʮ̻
࠽ࠇඎʘᏐϗא್˾ᄆഐ
ቱԨೌᜊਗf
(d) ʱᗳʮ̻࠽ࠇඎഃॴୋ ɧॴධɨீཀฦूܲʮ̻ ࠽ɝሪʘږፄ༟ପܸɪ ٰ̹͉ᗇՎ€ʊᅲ৾൯ር ʘҳ༟f
༈ഃᛆूʈՈʘʮ̻࠽ɗ
˴ࠅܸܲˏʮකʹʮ̡
€˜ܸˏʮකʹʮ̡™ج
ආБП࠽dί༈˙جɨd
П࠽ᅼۨʘ˴ࠅ፩ɝᅰኽ
ܼ̍ίʮක̹ఙආБʹ
ʘΝᗳʮ̡ʘ̹ఙ࠴ᅰe
ٰᄆʿ࿁ॹ˶̹ఙהЪ
ʘұᜫfה͜ʘ࿁ॹ˶̹
ఙהЪʘұᜫމʔ̙ᝈ
࿀፩ɝᅰኽfɚཧɚཧ
ϋɤɚ˜ɧɤɓ˚ʿɚཧ
ɚཧϋʬ˜ɧɤ˚dࡊɪ
ࠑОࠠɽʔ̙ᝈ࿀፩ɝ
ᅰኽ৷ŊࠥЭ5%Ͼה
ϞՉ˼ᜊඎၪܵʔᜊdۆ
ɪٰ̹͉ᗇՎʘʮ̻࠽ᜊ
ਗ࿁͉ණྠϾԊԨʔࠠ
ɽf
4.1 Financial assets and liabilities measured at fair value (Continued) (i) Fair value hierarchy (Continued)
Notes: (Continued)
(d)
4.1
ܲʮ̻࠽ࠇඎʘږፄ༟ପʿࠋව€ᚃ (i) ʮ̻࠽ഃॴ€ᚃ ڝൗj€ᚃ
(Continued) | €ᚃ |
The movement in the balance of these Level | ༈ୋɧॴʮ̻࠽ࠇඎഐቱ |
3 fair value measurements are as follows: | ʘᜊਗνɨj |
(d)
Listed equity security suspended from trading
At the beginning of the Period/year Total loss included in profit or loss
At the end of the period/year
ɪٰ̹͉ᗇՎ €ʊᅲ৾൯ር ಂŊϋڋ ࠇɝฦूʘ ᑦฦᐼᕘ ಂŊϋ͋
Total loss included in profit or loss for assets held at the end of the reporting period
జѓಂ͋
ܵϞʘ༟ପࠇɝ ฦूʘᑦฦᐼᕘ
Unaudited
Audited
Year ended 30th June 2020 ᄲࣨ ࿚Їɚཧɚཧϋ ʬ˜ɧɤ˚ ˟ϋܓ
HK$'000 ɷಥʩ
8,691
(5,391) 3,300
For the six months ended
31st December ͊ᄲࣨ ࿚Їɤɚ˜ɧɤɓ˚˟ʬࡈ˜
2019 ɚཧɓɘϋ
HK$'000 ɷಥʩ
(5,391)
(e) The fair value of unlisted equity securities under level 3 of the fair value measurement hierarchy was determined based on net asset value of the investee.
4.2
Financial assets and liabilities at other than fair value
The carrying amounts of the Group's financial instruments carried at amortised cost are not materially different from their fair values as at 31st December 2020 and 30th June 2020.
(e)
ʮ̻࠽ࠇඎഃॴୋɧॴධ ɨڢɪٰ̹͉ᗇՎʘʮ̻ ࠽ɗ࣬ኽҳ༟˙ʘ༟ପ ଋ࠽ᔾ֛f
4.2
Ԩڢ˸ʮ̻࠽ΐ࠽ʘږፄ༟ପʿࠋව
͉ණྠܲᛅቖϓ͉ɝሪʘږፄʈՈʘ ሪࠦ࠽ၾՉɚཧɚཧϋɤɚ˜ɧɤ ɓ˚ʿɚཧɚཧϋʬ˜ɧɤ˚ʘʮ̻ ࠽ࢨйʔɽf
SEGMENT INFORMATION | 5. | ʱ༟ࣘ |
The Group manages its businesses by divisions, which are | ͉ණྠܲژྌʱ၍ଣՉุਕdϾژุܲ | |
organised by business lines (products and services). In a manner | ਕ€ପۜʿਕணͭf˸ၾఱ༟๕ʱৣʿڌ | |
consistent with the way in which information is reported | ତ൙ПΣ͉ʮ̡˴ࢩ€މ͉ණྠ˴ࠅᐄ༶Ӕഄ | |
internally to the Chairman of the Company, being the Group's | ٫€˜˴ࠅᐄ༶Ӕഄ٫™ʫяజ༟ࣘ˙όɓ | |
chief operating decision maker ("CODM") for the purposes of | ߧʘ˙όf | |
resources allocation and performance assessment. | ||
During the year ended 30th June 2018, the Group ceased its | ࿚Їɚཧɓɞϋʬ˜ɧɤ˚˟ϋܓd͉ණྠ | |
business in securities brokerage and margin financing which | ˟Չܝৌ݁ಂගʱᗳމʊ˟ᐄุਕ | |
are classified as discontinued operations for the subsequent | ٙᗇՎߏʿៜ࢝ፄ༟ุਕfϞᗫ˟ᗇՎ | |
financial period. Further details of the cessation of the business | ߏʿៜ࢝ፄ༟ุਕٙආɓӉ༉ઋ༱͊ | |
in securities brokerage and margin financing are set out in the | ᄲࣨᔊၝΥৌਕజڌڝൗ26f | |
note 26 to the unaudited condensed consolidated financial | ||
statements. | ||
The Group has presented the following reportable segments. | ͉ණྠʊяΐ˸ɨ̙яజʱf | |
Continuing operations | ܵᚃᐄุਕ | |
- ྅೯Бeཥᅂ೯Бʿ׳݈eબ̈ʿ | ||
ᔷબཥᅂوᛆ |
- | Video distribution, film distribution and exhibition, licensing | ||
and sub-licensing of film rights | |||
- | Trading, wholesaling and retailing of optical products and | - | ᗝପۜʿᙒ፶ପۜ൱eҭ೯ʿ |
watches products | ཧਯ | ||
- | Leasing of investment properties | - | ̈ॡҳ༟يุ |
- | Securities investments | - | ᗇՎҳ༟ |
- | Money lending | - | ׳൲ |
- | Entertainment business | - | ࢈ᆀุਕ |
- | Financial printing services | - | ৌΙՏਕ |
Discontinued operation - Securities brokerage and margin financing
ʊ˟ᐄุਕ - ᗇՎߏʿៜ࢝ፄ༟
SEGMENT INFORMATION (Continued) | 5. | ʱ༟ࣘ€ᚃ |
Management monitors the results of the Group's operating | ၍ଣᄴίЪ̈༟๕ʱৣʿڌତ൙ПʘӔഄࣛ | |
segments separately for the purpose of making decisions about | ึዹ္ͭ࿀͉ණྠᐄʱʘุᐶfʱڌ | |
resources allocation and performance assessment. Segment | ତึܲяజʱ๐лŊ€ᑦฦ൙ПdϤɗ | |
performance is evaluated based on reportable segment | ԸІܵᚃᐄุਕʘৰۃ๐лŊ€ᑦฦٙ | |
profit/(loss), which is a measure of profit/(loss) before tax | ፅඎਿfԸІܵᚃᐄุਕʘৰۃ๐ | |
from continuing operations. The profit/(loss) before tax from | лŊ€ᑦฦʘࠇඎ˙όၾ͉ණྠԸІܵᚃ | |
continuing operations is measured consistently with the Group's | ᐄุਕʘৰۃ๐лŊ€ᑦฦɓߧdઓϞᗫ | |
profit/(loss) before tax from continuing operations except that | ࠇඎʔܼ̍ఱࠃ͛ږፄʈՈᛅቖַ˚ϗ | |
amortisation of deferred day one gain in respect of derivative | ूeீཀฦूܲʮ̻࠽ɝሪٙՉ˼ږፄ༟ପ | |
financial instrument, fair value change on other financial assets at | ʘʮ̻࠽ᜊਗeৌਕϗɝeʱЦᑌᐄʮ̡ᑦ | |
fair value through profit or loss, finance income, share of losses | ฦʿ͊ʱৣΆุක˕f | |
of associates and unallocated corporate expenses. | ||
Segment assets exclude unallocated other intangible assets, | ʱ༟ପʔܼ̍͊ʱৣՉ˼ೌҖ༟ପeᑌ | |
interests in associates, other financial assets, unallocated loan | ᐄʮ̡ʘᛆूeՉ˼ږፄ༟ପe͊ʱৣᏐϗ | |
receivable, unallocated cash and cash equivalents, deferred tax | ൲ಛe͊ʱৣତږʿତږഃᄆيeַධ | |
assets, contingent consideration receivable, tax recoverable and | ༟ପeᏐϗא್˾ᄆe̙ϗΫධʿՉ˼͊ | |
other unallocated corporate assets as these assets are managed | ʱৣΆุ༟ପdࡡΪމ༈ഃ༟ପɗ͟ණྠ୕ | |
on a group basis. | ɓ၍ଣf | |
Segment liabilities exclude tax payable, deferred tax liabilities, | ʱࠋවʔܼ̍Ꮠᖮධeַධࠋවe | |
contingent consideration payable and other unallocated corporate | Ꮠ˹א್˾ᄆʿՉ˼͊ʱৣΆุࠋවdɗΪ | |
liabilities as these liabilities are managed on a group basis. | ༈ഃࠋව͟ණྠ୕ɓ၍ଣf | |
SEGMENT INFORMATION (Continued) | 5. | ʱ༟ࣘ€ᚃ |
Information regarding the Group's reportable segments as | Զʚ͉ණྠ˴ࠅᐄ༶Ӕഄ٫͜Ъ༟๕ʱৣ | |
provided to the Group's CODM for the purposes of resources | ձʱڌତ൙Пʘ͉ණྠ̙яజʱ༟ࣘ༱ | |
allocation and assessment of segment performance is set out | ΐνɨf | |
below. |
For the six months ended 31st December 2020 (Unaudited):
Segment revenue Disaggregate by timing of revenue recognition
- Point in time
- Overtime
- Revenue out of scope of
HKFRS 15
External revenue Inter-segment sales
࿚Їɚཧɚཧϋɤɚ˜ ɧɤɓ˚˟ʬࡈ˜ €͊ᄲࣨj ʱϗू ܲϗूᆽႩࣛගʱװ
- ݔɓࣛᓃ
- ᎇࣛග
- ࠰ಥৌਕజѓۆ ୋ15ᇍఖ̮ʘ ϗू
̮ϗू ʱගቖਯ
Segment results Amortisation of deferred day one gain in respect of derivative financial instrument
Fair value change of other financial assets carried of fair value through profit or loss
Finance income Unallocated corporate expenses
Profit before tax
As at 31st December 2020 (Unaudited):
ʱุᐶ ᛅቖఱࠃ͛ږፄʈՈʘ ַ˚ϗू
ீཀฦूܲʮ̻࠽ ɝሪʘՉ˼ږፄ ༟ପʘʮ̻࠽ᜊਗ
ৌਕϗɝ ͊ʱৣΆุක˕
ৰۃ๐л
ɚཧɚཧϋɤɚ˜ ɧɤɓ˚€͊ᄲࣨj
Reportable segment assets ̙яజʱ༟ପ
Reportable segment liabilities
̙яజʱࠋව
SEGMENT INFORMATION (Continued)
For the six months ended 31st December 2019 (Unaudited):
Segment revenue Disaggregate by timing of revenue recognition
- Point in time
- Overtime
- Revenue out of scope of
HKFRS 15
External revenue Inter-segment salesSegment results Amortisation of deferred day one gain in respect of derivative financial instrument
Fair value change of other financial assets carried of fair value through profit or loss Finance income
࿚Їɚཧɓɘϋɤɚ˜ ɧɤɓ˚˟ʬࡈ˜ €͊ᄲࣨj ʱϗू ܲϗूᆽႩࣛගʱװ
- ݔɓࣛᓃ
- ᎇࣛග
- ࠰ಥৌਕజѓۆ ୋ15ᇍఖ̮ʘ ϗू
̮ϗू ʱගቖਯ
ʱุᐶ ᛅቖఱࠃ͛ږፄʈՈʘ ַ˚ϗू
ீཀฦूܲʮ̻࠽ ɝሪʘՉ˼ږፄ ༟ପʘʮ̻࠽ᜊਗ
ৌਕϗɝ
Share of losses of associates ʱЦᑌᐄʮ̡ᑦฦ
Unallocated corporate expenses
Profit before tax
As at 31st December 2019 (Unaudited):
͊ʱৣΆุක˕
ৰۃ๐л
ɚཧɓɘϋɤɚ˜ ɧɤɓ˚€͊ᄲࣨj
Reportable segment assets ̙яజʱ༟ପ
Reportable segment liabilities
Video distribution,Trading,film wholesaling,distribution and exhibition, licensing and sub-licensing of film rightsand retailing of optical products and watches products
྅೯Бe ᗝପۜʿ
ཥᅂ೯Бʿ
ᙒ፶ପۜ
׳݈eબ̈ʿ ൱eҭ೯
2019 ɚཧɓɘϋ
Continuing operations ܵᚃᐄุਕ
Leasing of investmentSecuritiesproperties investments
62,665
ᔷબཥᅂوᛆ
ʿཧਯ
̈ॡ ҳ༟يุ
ᗇՎҳ༟
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
192,804 -
24,045 -
- -
- -
-
-
570
- 4,058
192,804 -
24,045 -
570 -
- 4,058
192,804
24,045
570
- -
(6,889)
447
(78)
(8,556) (618) (3,427)Money lending
Entertainment businessesFinancial printing services
׳൲
࢈ᆀุਕ
ৌΙՏ ਕ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
- -
95 -
- 2,681
-
-
-
95 -
2,681 293
4,058
95
2,974
410,996
34,845
31,493
8,691
43,861 5,650 8,822
̙яజʱࠋව
Discontinued operation ʊ˟ᐄุਕ
Total for continuing operations
Securities brokerageTotal forand margin discontinuedElimination
financingoperationTotal
תቖ
ܵᚃᐄ ᗇՎߏʿ
ุਕΥࠇ
ៜ࢝ፄ༟
ʊ˟ᐄ ุਕΥࠇ
ᐼࠇ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
- -
216,944 2,681
1 -
1 216,945
- 2,681
- - (293)
4,628
-
- 4,628
224,253 -
1 -
1 224,254
-
-
(293)
224,253
1
1
224,254
43,544
935
935 44,479
2,788
- 2,788
2,600
- 2,600
472 - 472
(1,085)
- (1,085)
(5,793)
- (5,793)
42,526
935
43,461
544,358
7,549
7,549 551,907
251,901
19,324
342
-
- 10,803 4,587
286,957
779
779 287,736
CAPITAL EXPENDITURES
༟͉ක˕
Net carrying amount at
1st July 2020 Additions Disposal Write off
Depreciation and amortisation Currency translation difference Net carrying amount at
31st December 2020
ɚཧɚཧϋɖ˜ɓ˚ʘ ሪࠦଋ࠽ ໄ ̈ਯ ቖ ұᔚʿᛅቖ ࿆౬ၑࢨᕘ ɚཧɚཧϋɤɚ˜ ɧɤɓ˚ʘሪࠦଋ࠽
Net carrying amount at
30th June 2019
Impact on initial adoption of
HKFRS 16 (Note)
Net carrying amount at
1st July 2019 Additions
Depreciation and amortisation
ɚཧɓɘϋʬ˜ɧɤ˚ ʘሪࠦଋ࠽ ڋӉમॶ࠰ಥৌਕజѓۆ ୋ16ʘᅂᚤ€ڝൗ ɚཧɓɘϋɖ˜ɓ˚ʘ ሪࠦଋ࠽ ໄ ұᔚʿᛅቖ
Adjustment for lease modification ॡ༣ᜊһʘሜ
Currency translation difference Net carrying amount at
31st December 2019
࿆౬ၑࢨᕘ ɚཧɓɘϋɤɚ˜ ɧɤɓ˚ʘሪࠦଋ࠽
Unaudited
For the six months ended 31st December 2019 ͊ᄲࣨ ࿚Їɚཧɓɘϋɤɚ˜ɧɤɓ˚˟ʬࡈ˜
Property, plant and equipment يุe ዚኜʿண௪
Right-of-use assetsInvestment propertiesintangible assets
Other
Չ˼
Film rights and films in progress ཥᅂوᛆʿ
Դ͜ᛆ༟ପ
ҳ༟يุ
ೌҖ༟ପ ႡЪʕʘཥᅂ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
4,649
(9)
- 20,384
31,460
2,387
235,304
-
-
-
4,640
20,384
31,460 - - - -
2,387 235,304
2,289
6,356
- 32,643
(1,347)
(5,820)
(73) (35,997)
(8)
-
(355)
(44)
- -
- -
5,574
20,521
31,460
2,314
231,950
Note: The Group has initially applied HKFRS 16 using the | ڝൗj͉ණྠʊڋӉܲࡌࠈ๑جᏐ͜࠰ |
modified retrospective method and adjusted the opening | ಥৌਕజѓۆୋ16dԨሜɚ |
balance at 1st July 2019 to recognise right-of-use assets | ཧɓɘϋɖ˜ɓ˚ʘಂڋഐቱd˸ᆽ |
relating to leases which were previously classified as | ႩϞᗫॡ༣ʘԴ͜ᛆ༟ପd༈ഃॡ༣ |
operating leases under HKAS 17. | ۃί࠰ಥึࠇۆୋ17ɨᐏʱᗳ |
މᐄॡ༣f |
CAPITAL EXPENDITURES (Continued)
The valuation of investment properties carried at fair value was reassessed as at 31st December 2020 by the Directors using the same valuation technique used by the Group's independent valuer when carrying out the valuation as at 30th June 2020. The Directors estimated that the fair value as at 31st December 2020 was approximately the same as the fair value as at 30th June 2020.
The fair value measurement information for these investment properties in accordance with HKFRS 13 is given below.
Fair value hierarchy
ʮ̻࠽ഃॴ
Recurring fair value measurements
Investment properties - Residential - Hong Kong
੬ʮ̻࠽ࠇඎ
ҳ༟يุ - Иσ - ࠰ಥ
ɚཧɚཧϋɤɚ˜ɧɤɓ˚dԫમ͜ ɚཧɚཧϋʬ˜ɧɤ˚͉ණྠዹͭП࠽ࢪආ БП࠽ࣛה͜ʘΝП࠽˙جd࿁ܲʮ̻࠽ ΐሪʘҳ༟يุʘП࠽Ъ̈ࠠПfԫП ࠇdɚཧɚཧϋɤɚ˜ɧɤɓ˚ʘʮ̻࠽ၾ ɚཧɚཧϋʬ˜ɧɤ˚ʘʮ̻࠽߰f
༈ഃҳ༟يุ࣬ኽ࠰ಥৌਕజѓۆୋ13 ʘʮ̻࠽ࠇඎ༟ࣘΐɨ˖f
Unaudited
Fair value measurement at 31st December 2020 categorised into ͊ᄲࣨ ʮ̻࠽ࠇඎ ɚཧɚཧϋɤɚ˜ɧɤɓ˚ʱᗳމ
Quoted prices in active markets for identical assets
Ν༟ପί ݺᚔ̹ఙٙజᄆ
Significant other observable inputs
Չ˼ࠠɽ ̙ᝈ࿀፩ɝ
(Level 1)
(Level 2)
€ୋɓॴ
€ୋɚॴ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
-
-
Significant unobservable inputs ࠠɽʔ̙ ᝈ࿀፩ɝ
(Level 3)
€ୋɧॴ
HK$'000 ɷಥʩ
31,460
CAPITAL EXPENDITURES (Continued) | ༟͉ක˕€ᚃ |
Audited | |
Fair value measurement | |
Fair value hierarchy | at 30th June 2020 categorised into |
ᄲࣨ | |
ʮ̻࠽ࠇඎ | |
ʮ̻࠽ഃॴ | ɚཧɚཧϋʬ˜ɧɤ˚ʱᗳމ |
Recurring fair value measurements
Investment properties - Residential - Hong Kong
੬ʮ̻࠽ࠇඎ
ҳ༟يุ - Иσ - ࠰ಥ
Quoted prices in active markets for identical assets
Ν༟ପί ݺᚔ̹ఙٙజᄆ
(Level 1)
€ୋɓॴ
HK$'000 ɷಥʩ
-
Significant other observable inputs
Չ˼ࠠɽ ̙ᝈ࿀፩ɝ
(Level 2)
€ୋɚॴ
HK$'000 ɷಥʩ
-
Significant unobservable inputs ࠠɽʔ̙ ᝈ࿀፩ɝ
(Level 3)
€ୋɧॴ
HK$'000 ɷಥʩ
31,460
During the six months ended 31st December 2020 and the year ended 30th June 2020, there were no transfers between Level 1 and Level 2, or transfer into or out of Level 3. The Group's policy is to recognise transfers between levels of fair value hierarchy as at the end of the reporting period in which they occur.
The fair value of investment properties located in Hong Kong is determined by direct comparison approach with reference to recent sales price of comparable properties on a price per square feet basis, adjusted for a premium or discount specific to the quality of the Group's properties compared to recent sales on the comparable transaction. Higher discount for lower quality properties will result in a lower fair value measurement.
There were no movements during the period/year in the carrying amount of investment properties in Level 3 fair value measurements.
࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ʬࡈ˜ ʿ࿚Їɚཧɚཧϋʬ˜ɧɤ˚˟ϋܓdୋɓ ॴၾୋɚॴʘගԨೌᔷᅡd͵ೌᔷᅡɝୋɧ ॴאІୋɧॴᔷᅡ̈f͉ණྠʘ݁ഄމ೯ ͛ʘజѓಂ͋ᆽႩʮ̻࠽ഃॴ˥̻ʘගʘ ᔷᅡf
З࠰ಥʘҳ༟يุʘʮ̻࠽ɗԴٜ͜ટˢ ༰جᔾ֛dՉਞϽ̙Զˢ༰يุܲӊ̻˙ ъᄆࣸਿࠇၑʘڐಂਯᄆd˲ʊఱ͉ණྠ يุሯඎʘत֛๐ᄆאұᜫ€ၾڐಂ̙ˢ༰ቖ ਯʹˢ༰הЪ̈ሜf༰Эሯ९يุ ʘұᜫ༰৷dԨึኬߧ༰Эʘʮ̻࠽ࠇඎᅰ ࠽f ಂŊϋʫdୋɧॴʮ̻࠽ࠇඎʘҳ༟يุ ሪࠦ࠽ቱԨೌᜊਗf
INTERESTS IN ASSOCIATES/AMOUNT DUE FROM/TO AN | ᑌᐄʮ̡ʘᛆूŊᏐϗŊᏐ˹ɓගᑌ |
ASSOCIATE | ᐄʮ̡ʘಛධ |
(a) Interests in associates | (a) ᑌᐄʮ̡ʘᛆू |
Cost of investments in associates, unlisted
Share of post-acquisition profits Less: Disposal
Less: Accumulated impairment loss Less: Dividend received
Derecognised accumulated impairment loss due to disposal
ڢɪ̹ - 42,314
ᏐЦϗᒅܝ๐л - 1,197
ಯj̈ਯ - (35,530)
ಯjଢ଼ࠇಯ࠽ᑦฦ - (38,758)
ಯjʊϗٰࢹ - (4,753) ΪᏐ̈ਯ˟ᆽႩଢ଼ࠇ
Audited
As at 30th June 2020 ᄲࣨ ɚཧɚཧϋ ʬ˜ɧɤ˚
HK$'000 ɷಥʩ
35,530 -
(b) Amount due from an associate
The amount due from an associate is unsecured,
interest free and repayable on demand. The balance is
denominated in Hong Kong dollars and approximate to its
fair value.
(c) As at 30th June 2020, the interest in associate represented the 34.5% equity interest in Hong Kong Optical Company Limited ("HKO") which was fully impaired in prior years. On 19th August 2020, the Group's representative in the Board of HKO resigned as a director of HKO and the Group ceased to be in a position to exercise significant influence over HKO. As a result, the investment in HKO was reclassified to financial assets measured at fair value through profit or loss during the Period.
(b) Ꮠϗɓගᑌᐄʮ̡ʘಛධ
Ꮠϗɓගᑌᐄʮ̡ʘಛධ᙮ೌתץe ʔࠇࢹʿܲࠅӋᎵᒔf༈ഐቱɗ˸ ಥʩࠇ࠽ʿၾՉʮ̻࠽߰f
(c) ɚཧɚཧϋʬ˜ɧɤ˚dᑌᐄʮ ̡ʘᛆूܸ࠰ಥ߱ᗝϞࠢʮ̡ €˜߱ᗝ™ʘ34.5%ٰᛆdՉʊཀ ֻϋܓᅰಯ࠽fɚཧɚཧϋɞ˜ ɤɘ˚d͉ණྠ߱ᗝԫึʘ ˾ڌᗘ߱ᗝԫdϾ͉ණྠʔ Ύ࿁߱ᗝϞࠠɽᅂᚤɢfΪϤd ߱ᗝʘҳ༟͉ಂගࠠอʱᗳ މீཀฦूܲʮ̻࠽ɝሪʘږፄ༟ ପf
CONTINGENT CONSIDERATION RECEIVABLE | 8. | Ꮠϗא್˾ᄆ |
The fair value of the contingent consideration receivable | Ꮠϗא್˾ᄆʘʮ̻࠽ܸၾ࿚Їɚཧɓʬ | |
represented the profit guarantee in relation to the adjustments | ϋʬ˜ɧɤ˚˟ϋܓϗᒅฌܳණྠʘ˾ᄆʘ | |
to the consideration from the acquisition of AP Group during | ሜϞᗫʘ๐лዄڭ€༉༱ɨ˖ڝൗ(i)fᏐ | |
the year ended 30th June 2016 as detailed in Note (i) below. | ϗא್˾ᄆɗజѓಂ͋ܲʮ̻࠽ࠇၑfᏐ | |
Contingent consideration receivable is measured at fair value at | ϗא್˾ᄆʮ̻࠽ʘᜊਗνɨj | |
the end of the reporting period. The movements of the fair value | ||
of contingent consideration receivable are as follows: |
At fair value:
At beginning of the period/year Fair value change
At end of the period/year
ܲʮ̻࠽ࠇඎj ಂŊϋڋ ʮ̻࠽ᜊਗ ಂŊϋ͋
Audited
As at 30th June 2020 ᄲࣨ ɚཧɚཧϋ ʬ˜ɧɤ˚
HK$'000 ɷಥʩ
- - -
Notes:
(i) Adjustment to the consideration
Pursuant to the sale and purchase agreement entered in relation to the acquisition of AP Group, in the event that the audited consolidated profit after tax of AP Group for the period from 1st January 2016 to 31st December 2017 is less than HK$16,000,000, the vendors shall, and the guarantors shall procure the vendors to, pay to the Group the adjustment amount (the "Adjustment Amount") in accordance with the formula set out below:
ڝൗj
(i) ˾ᄆʘሜ
࣬ኽఱϗᒅฌܳණྠࠈͭʘ൯ር ᙄdࡊฌܳණྠІɚཧɓʬϋɓ˜ɓ ˚ৎЇɚཧɓɖϋɤɚ˜ɧɤɓ˚ ˟ಂගʘᄲࣨৰܝၝΥ๐лˇ 16,000,000ಥʩdۆር˙ᏐʿዄڭɛᏐ ڮԴር˙࣬ኽɨࠑʮόΣ͉ණྠ˕˹ ሜږᕘ€˜ሜږᕘ™j
A = HK$20,400,000 - (NP/2) x 5 x 51%
Where:
"A" means the amount of Adjustment Amount in HK$; and
"NP" means the net profit for the period from 1st January 2016 to 31st December 2017. Where the NP is a negative figure, NP shall be deemed to be zero.
The fair value of the contingent consideration receivable as at 31st December 2020 and 30th June 2020 are based on the valuation performed by the Directors. Details of fair value measurement are set out in Note 4.1.
(ii) After the end of the reporting period, the Group entered into a settlement agreement with relevant parties in connection with the sale and purchase agreement entered in relation to the acquisition of AP Group. Please refer to Note 30 for the details of the settlement agreement.
A=20,400,000ಥʩ - (NP/2) x 5 x 51%
Չʕj
˜A™ܸ˸ಥʩࠇ࠽ʘሜږᕘʘᅰ࠽i ʿ
˜NP™ܸІɚཧɓʬϋɓ˜ɓ˚ৎЇɚ ཧɓɖϋɤɚ˜ɧɤɓ˚˟ಂගʘ๐ лଋᕘfࡊ๐лଋᕘމࠋ࠽dۆ๐л ଋᕘᏐൖЪཧf Ꮠϗא್˾ᄆɚཧɚཧϋɤɚ˜ɧ ɤɓ˚ʿɚཧɚཧϋʬ˜ɧɤ˚ʘʮ ̻࠽ɗਿԫආБʘП࠽ᔾ֛fʮ ̻࠽ࠇၑٙ༉ઋ༱ڝൗ4.1f
(ii) జѓಂ͋ܝd͉ණྠၾᗫࠈߒ˙ ఱϞᗫϗᒅฌܳණྠࠈͭʘ൯ርᙄ ࠈͭձ༆ᙄfϞᗫձ༆ᙄٙ༉ ઋdሗਞቡڝൗ30f
9. OTHER NON-CURRENT FINANCIAL ASSETS
Financial assets measured at fair value through profit or loss
- Unlisted investment funds
- Unlisted limited partnership
- Derivative financial instruments
- Unlisted equity investment (note 7(c))
ீཀฦूܲʮ̻࠽ɝሪʘ ږፄ༟ପ
- ڢɪ̹ҳ༟ਿږ
- ڢɪ̹ϞࠢΥྫΆุ
- ࠃ͛ږፄʈՈ
Չ˼ڢݴਗږፄ༟ପ
- ͊ɪٰ̹͉ҳ༟€ڝൗ7(c)
Audited
As at 30th June 2020 ᄲࣨ ɚཧɚཧϋ ʬ˜ɧɤ˚
HK$'000 ɷಥʩ
322 322
1,079 1,350
11,125 8,336
- 10,008
10. ACCOUNTS RECEIVABLE
Accounts receivable arising from securities brokerage and margin financing business: - Clearing house, brokers and cash clients
Less: Impairment loss
Net
Accounts receivable arising from other businesses:
Accounts receivable - others Less: Impairment loss
Net
Accounts receivable - net
ᗇՎߏʿៜ࢝ፄ༟ุਕ ପ͛ʘᏐϗሪಛj
10.
Ꮠϗሪಛ
- ഐၑהeߏʿତږ܄˒ ಯjಯ࠽ᑦฦ
ଋᕘ
Չ˼ุਕପ͛ʘᏐϗሪಛj
Ꮠϗሪಛ - Չ˼ ಯjಯ࠽ᑦฦ
ଋᕘ Ꮠϗሪಛ - ଋᕘ
Audited
As at 30th June 2020 ᄲࣨ ɚཧɚཧϋ ʬ˜ɧɤ˚
HK$'000 ɷಥʩ
16 -
16
74,155 (1,066)
73,089 73,105
The carrying amount of accounts receivable approximates to their fair values.
Ꮠϗሪಛʘሪࠦ࠽ၾՉʮ̻࠽߰f
10.
ACCOUNTS RECEIVABLE (Continued) | 10. | Ꮠϗሪಛ€ᚃ |
Notes: | ڝൗj |
(a)Accounts receivable arising from clearing house, brokers and cash clients
As at 31st December 2020, the ageing analysis of the accounts receivable from clearing house, brokers and cash clients which are past due but not impaired as of the end of the reporting period was as follow:
(a)
ԸІഐၑהeߏʿତږ܄˒ٙᏐϗ ሪಛ ɚཧɚཧϋɤɚ˜ɧɤɓ˚dజ ѓಂ͋གྷಂШ͊ಯ࠽ٙᏐϗഐၑהe ߏʿତږ܄˒ٙሪಛሪᙧʱؓν ɨj
Audited
As at 30th June 2020 ᄲࣨ ɚཧɚཧϋ ʬ˜ɧɤ˚
HK$'000 ɷಥʩ
-
-
16
16
The normal settlement terms of accounts receivable from | ᗇՎߏʿៜ࢝ፄ༟ุਕପ͛ʘᏐϗ |
clearing house, brokers and cash clients, which arise from | ഐၑהeߏʿତږ܄˒ሪಛʘɓছ |
the securities brokerage and margin financing business, | ഐၑಂމʹ˚ܝՇ˚ʫf |
are within two days after trade date. |
10.
ACCOUNTS RECEIVABLE (Continued) | 10. | Ꮠϗሪಛ€ᚃ |
Notes: (Continued) | ڝൗj€ᚃ |
(b)Accounts receivable arising from other businesses
As at 31st December 2020, the ageing analysis of the accounts receivable arising from other businesses, based on invoice date or date of revenue recognition was as follows:
(b)
ԸІՉ˼ุਕٙᏐϗሪಛ ɚཧɚཧϋɤɚ˜ɧɤɓ˚dՉ˼ ุਕପ͛ʘᏐϗሪಛܲ೯ୃ˚ಂאϗ ूᆽႩ˚ಂяΐʘሪᙧʱؓνɨj
Sales of videogram products are with credit terms of 7 | ቖਯ྅ପۜʘڦ൲ಂމ7˚Ї60˚f |
days to 60 days. Sales from film exhibition, licensing and | ཥᅂ׳݈eબ̈ʿᔷબཥᅂوᛆʘቖ |
sub-licensing of film rights are on open account terms. | ਯѩ˸াሪҖόආБfᗝପۜʿᙒ |
Sales from trading and wholesaling of optical products | ፶ପۜ൱ʿҭ೯ʘቖਯ˸ʿԶৌ |
and watches products, and provisions of financial printing | ΙՏਕʘڦ൲ಂމ0Ї90˚ʔഃf |
services are with credit terms of 0-90 days. Sales to retail | Σཧਯ܄˒ቖਯѩ˸ତږҖόאீཀ |
customers are made in cash or via major credit cards. | ˴ࠅڦ̔͜ආБf͉ණྠʊՓ֛݁ഄ |
The Group has policies in place to ensure that sales of | ᆽڭପۜቖਯڦ൲ಂɗΣՈϞԄλڦ |
products on credit terms are made to customers with an | ͜াٙ܄˒Ъ̈d͉ණྠ࿁Չ܄˒ |
appropriate credit history and the Group performs periodic | ආБ֛ಂڦ൲൙Пf |
credit evaluations of its customers. | |
Included in accounts receivable is a receivable for video | Ꮠϗሪಛܼ̍ɚཧɚཧϋɤɚ˜ɧ |
distribution, film distribution and exhibition, licensing | ɤɓ˚ሪࠦ࠽ߒމɛ͏࿆49,365,000ʩ |
and sub-licensing of film rights, with a carrying amount | €ߒ58,818,000ಥʩ€ɚཧɚ |
of approximately RMB49,365,000 (equivalent to | ཧϋʬ˜ɧɤ˚jߒɛ͏࿆49,365,000 |
approximately HK$58,818,000) as at 31st December 2020. | ʩ€ߒ54,079,000ಥʩʘ྅ |
(As at 30th June 2020: approximately RMB49,365,000 | ೯Бeཥᅂ೯Бʿ׳݈eબ̈ʿᔷબ |
(equivalent to approximately HK$54,079,000)) Arbitration | ཥᅂوᛆʘᏐϗሪಛf͉ණྠ͍ఱ༈ |
is undergoing between the Group and the customers for | അᏐϗሪಛၾϞᗫ܄˒ආБf |
this accounts receivable. The Board obtained legal opinion | ԫึʊఱ͉ණྠϗΫϞᗫږᕘʘᛆл |
on the Group's right to recover the amount and assessed | ՟جܛจԈd൙Пܝ༈അᏐϗሪ |
that there is no recoverability problem for this accounts | ಛԨೌ̙ϗΫਪᕚd˲࿁͉ණྠ |
receivable and there are no material adverse effect on the | ɚཧɚཧϋɤɚ˜ɧɤɓ˚ʘุਕᐄ |
business operation and financial position of the Group as | ༶ʿৌਕًرԨೌࠠɽʔлᅂᚤf |
at 31st December 2020. |
11. DIVIDENDS
No interim dividend was declared or paid by the Company for the Period (2019: Nil).
12. LOANS RECEIVABLE
Loans receivable from third parties
Loans to third parties Less: loss allowanceThe maturity profile of the loans receivable, based on the maturity date is as follows: - Non-current - Current
બʚୋɧ˙ʘ൲ಛ ಯjᑦฦᅡ௪
11. ٰࢹ
͉ʮ̡͉ಂගԨೌ܁ݼʿݼ˹ʕಂٰࢹ
€ɚཧɓɘϋjೌf
12. Ꮠϗ൲ಛ Ꮠϗୋɧ˙൲ಛ
࣬ኽՑಂ˚яΐʘᏐϗ൲ಛ
Ցಂઋرνɨj - ڢуಂ - уಂ
Audited
As at 30th June 2020 ᄲࣨ ɚཧɚཧϋ ʬ˜ɧɤ˚
HK$'000 ɷಥʩ
7,475 (259)
7,216
- 7,216 7,216
The credit quality analysis of the loans receivable is as follows:Unsecured loans
Not past due Secured loans
Less than 30 days past dueLess: loss allowance
ೌתץ൲ಛ ͊གྷಂ Ϟתץ൲ಛ གྷಂ30˚˸ɨ
Ꮠϗ൲ಛٙڦ൲ሯ९ʱؓνɨj
ಯjಯ࠽ᅡ௪
Unaudited Audited
As at As at 31st December 30th June 2020 2020 ͊ᄲࣨ ᄲࣨ
ɚཧɚཧϋ ʬ˜ɧɤ˚
HK$'000 ɷಥʩ
3,533 5,832
- 1,643
7,475 (259)
7,216
12.
LOANS RECEIVABLE (Continued) | 12. | Ꮠϗ൲ಛ€ᚃ |
Loans receivable from third parties (Continued) | Ꮠϗୋɧ˙܄˒൲ಛ€ᚃ | |
Except for unsecured loans receivables of HK$2,321,000 which | ৰᏐϗೌתץ൲ಛ2,321,000ಥʩ˸ɛ͏࿆ࠇ | |
are denominated in Renminbi, interest bearing and repayable | ࠽eࠇࢹʿ֛ܲʘո֛ϋಂᎵᒔ€ɚཧɚ | |
with fixed terms agreed (as at 30th June 2020: HK$4,382,000) all | ཧϋʬ˜ɧɤ˚jᏐϗೌתץ൲ಛ4,382,000 | |
remaining loans receivable are due from third party customers, | ಥʩ̮dהϞቱɨʘᏐϗୋɧ˙܄˒൲ಛ | |
which arose from the money lending business in Hong Kong, | €࠰ಥٙ׳൲ุਕהପ͛ɗ˸ಥʩࠇ࠽eࠇ | |
and are denominated in Hong Kong dollars, interest bearing and | ࢹʿܲၾ܄˒֛ʘո֛ϋಂᎵᒔf | |
repayable with fixed terms agreed with the customers. | ||
As at 30th June 2020, the secured loans receivables of | ɚཧɚཧϋʬ˜ɧɤ˚dᏐϗϞתץ൲ಛ | |
HK$1,643,000 are secured by 20% investment share of | 1,643,000ಥʩ˸͊ɪ݈ཥᅂʘ20%ҳ༟΅ | |
unreleased film. | ᕘתץf | |
The maximum exposure to credit risk at each balance sheet date | ഐၑ˚௰ɽٙڦ൲ࠬᎈމᏐϗ൲ಛʘሪ | |
is the carrying value of the loans receivable. | ࠦ࠽f | |
All the loans receivable are entered with contractual maturity | הϞᏐϗ൲ಛהࠈΥߒՑಂ˚ʧ˷ 1 Ї 2ϋ | |
within 1 to 2 years. The Group seeks to maintain tight control | ʫf͉ණྠߧɢீཀᄲቡ࠾ಛɛאዄڭɛٙ | |
over its loans receivable in order to minimise credit risk by | ৌਕًرdၪܵ࿁Ꮠϗ൲ಛٙᘌࣸછՓdਕ | |
reviewing the borrowers' or guarantors' financial positions. | Ӌਗ਼ڦ൲ࠬᎈಯЇ௰Эf | |
Loans receivable are interest-bearing at rates ranging from 8.5% | Ꮠϗ൲ಛܲʧ˷8.5% Ї 10%ʘϋлଟࠇࢹ | |
to 10% per annum (as at 30th June 2020: 8.5% to 12% per | €ɚཧɚཧϋʬ˜ɧɤ˚jӊϋ8.5%Ї | |
annum). | 12%f | |
Interest income of approximately HK$569,000 (for the six months | лࢹϗɝߒ569,000ಥʩ€࿚Їɚཧɓɘϋɤ | |
ended 31st December 2019: approximately HK$4,058,000) | ɚ˜ɧɤɓ˚˟ʬࡈ˜jߒ4,058,000ಥʩ | |
has been recognised in "revenue" in the unaudited condensed | ʊ͉ಂගʘ͊ᄲࣨᔊၝΥΌࠦϗूڌ | |
consolidated statement of comprehensive income during the | ʘ˜ϗू™ʫᆽႩf | |
Period. |
13. TRADING SECURITIES
Listed equity securities at fair value through profit or loss - listed in Hong Kong
ீཀฦूܲʮ̻࠽ɝሪʘ ɪٰ̹͉ᗇՎ - ࠰ಥɪ̹
ʹᗇՎ
Audited
As at 30th June 2020 ᄲࣨ ɚཧɚཧϋ ʬ˜ɧɤ˚
HK$'000 ɷಥʩ
3,300
Trading securities are presented within "operating activities" as part of changes in working capital in the unaudited condensed consolidated statement of cash flows.
As at 31st December 2020, the trading securities of HK$2,640,000 (as at 30th June 2020: HK$3,300,000) represents listed equity securities suspended from trading. The fair value of the listed equity suspended from trading is determined based on valuation techniques and inputs as stated in note 4.1(i)(d).
14. BANK BALANCES AND CASH - TRUST ACCOUNTS
The Group maintains segregated trust accounts with licensed banks to hold clients' monies arising from its normal course of business. These clients' monies are maintained in one or more trust accounts. The Group has recognised the corresponding amount in accounts payable to the respective customers in current liabilities section as the Group is liable for any loss or misappropriation of clients' monies. The Group is not allowed to use the clients' monies to settle its own obligations. The trust accounts bank balances are restricted and governed by the Securities and Futures (Client Money) Rules under the Hong Kong Securities and Futures Ordinance.
ʹᗇՎɗࠇɝ˜ᐄ༶ݺਗ™Ԩ͊ᄲࣨ ᔊၝΥତږݴඎڌʫЪމᐄ༶༟ږᜊਗʘ ɓ΅f
ɚཧɚཧϋɤɚ˜ɧɤɓ˚ʿɚཧɓɘϋ ʬ˜ɧɤ˚dʹᗇՎ2,640,000ಥʩ€ɚ ཧɚཧϋʬ˜ɧɤ˚j3,300,000ಥʩމɪ ٰ̹͉ᗇՎ€ʊᅲ৾൯ርfɪٰ̹͉ᗇՎ€ʊ ᅲ৾൯ርʘʮ̻࠽ɗ࣬ኽڝൗ4.1(i)(d)הࠑʘ П࠽˙جʿ፩ɝᅰኽᔾ֛f
14.
ვБഐቱʿତږ - ڦৄሪ˒
͉ණྠܵვБකணዹͭڦৄሪ˒d˸π ׳Չ˚੬ุਕཀʕପ͛ٙ܄˒ಛධf༈ഃ ܄˒ٙಛධπ׳ɓࡈא˸ɪڦৄሪ˒f͟ ͉ණྠ࿁܄˒ಛධቊաฦ̰א࣑͜Ͼ וዄபd݂ึܲᗫ܄˒ᆽႩᏐٙᏐ ˹ሪಛf͉ණྠʔԴ͜܄˒ಛධᎵՉІ Ԓවਕfڦৄሪ˒ٙვБഐቱա࠰ಥᗇՎʿ ಂૢԷධɨᗇՎʿಂ€܄˒ಛධۆה ࠢʿաՉ၍f
15.
INTERESTS IN JOINT OPERATIONS
The Group has entered into certain joint operation arrangements to produce and distribute two (as at 30th June 2020: two) television series, twenty-three (as at 30th June 2020: sixteen) films and one webisode (as at 30th June 2020: five) respectively. The Group has participating interests ranging from 5% to 90% (as at 30th June 2020: 5% to 90%) in these joint operations. As at 31st December 2020, the aggregate amounts of assets, liabilities and profit after income tax recognised in the unaudited condensed consolidated interim financial information relating to the Group's interests in these joint operation arrangements are as follows:
Assets
Film rights and films in progress Film related deposits
Accounts receivable and other receivables
Liabilities
Accounts payable and other payables Deposits received
Contract liabilities
Revenue Expenses
Profit after income tax
༟ପ ཥᅂوᛆʿႡЪʕʘཥᅂ ཥᅂᗫࠈږ ᏐϗሪಛʿՉ˼Ꮠϗಛධ
Υᐄุਕʘᛆू
͉ණྠʊࠈͭ߰ʍΥᐄุਕτરd˸ʱйႡ Ъʿ೯БՇ€ɚཧɚཧϋʬ˜ɧɤ˚jՇ ཥൖஹᚃᄌeɚɤɧ€ɚཧɚཧϋʬ ˜ɧɤ˚jɤʬཥᅂʿɓ€ɚཧɚཧ ϋʬ˜ɧɤ˚jʞၣഖᄌf͉ණྠ༈ഃ ΥᐄุਕʕኹϞʧ˷5%Ї90%€ɚཧɚཧ ϋʬ˜ɧɤ˚j5%Ї90%ʘਞၾᛆूf ɚཧɚཧϋɤɚ˜ɧɤɓ˚dϞᗫ͉ණྠ ϤഃΥᐄุਕτરʘᛆूʕdʊ͊ᄲࣨ ᔊၝΥʕಂৌਕ༟ࣘʕᆽႩʘ༟ପeࠋව ʿৰהܝ๐лᐼᕘνɨj
ࠋව Ꮠ˹ሪಛʿՉ˼Ꮠ˹ಛධ ʊϗࠈږ
Υߒࠋව
ϗू ൬͜ ৰהܝ๐л
131,113 15,605
Audited
As at 30th June 2020 ᄲࣨ ɚཧɚཧϋ ʬ˜ɧɤ˚
HK$'000 ɷಥʩ
26,312 29,020
71,148 58,787
103,412
450 9,895
1,043 995
794 825
11,715
Unaudited
For the six months ended
31st December ͊ᄲࣨ ࿚Їɤɚ˜ɧɤɓ˚˟ʬࡈ˜
2019 ɚཧɓɘϋ
HK$'000 ɷಥʩ
189,924 (106,404)
83,520
16. SHARE CAPITAL
ٰ͉
Audited
As at 31st December 2020
As at 30th June 2020
͊ᄲࣨ
ᄲࣨ
ɚཧɚཧϋ
ɚཧɚཧϋ
ɤɚ˜ɧɤɓ˚
ʬ˜ɧɤ˚
Unaudited
Number of shares ٰ΅ᅰͦ '000 ɷٰ
Authorised:
Ordinary shares of HK$0.01 each
Issued and fully paid:
Ordinary shares of HK$0.01 each
ج֛j
ӊٰ0.01ಥʩʘ౷ஷٰ ʊ೯Бʿᖮԑj ӊٰ0.01ಥʩʘ౷ஷٰ
10,000,000
Nominal value ࠦ࠽
HK$'000 ɷಥʩ
100,000
906,632
Number of shares ٰ΅ᅰͦ '000 ɷٰ
10,000,000
9,066
Nominal value ࠦ࠽
HK$'000 ɷಥʩ
100,000
906,632
9,066
There are no movements in the issued share capital of the Company during the year ended 30th June 2020 and six months
ended 31st December 2020.
17. SHARE OPTIONS
Pursuant to an ordinary resolution passed in the annual general meeting held on 2nd December 2013, the Company conditionally approved and adopted a share option scheme (the "Share Option Scheme") in compliance with the Listing Rules. The Company operates the Share Option Scheme for the purpose of providing incentives and rewards to eligible participants who contributed to the success of the Group's operations.
There is no share options outstanding during the six months ended 31st December 2020 and year ended 30th June 2020.
͉ʮ̡࿚Їɚཧɚཧϋʬ˜ɧɤ˚˟ϋܓ ʿ࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ʬࡈ˜ ٙʊ೯Бٰ͉Ԩೌᜊਗf
17.
ᒅٰᛆ
࣬ኽɚཧɓɧϋɤɚ˜ɚ˚ᑘБʘٰ؇ ϋɽึɪஷཀʘɓධ౷ஷӔᙄࣩd͉ʮ̡࣬ ኽɪ̹ۆϞૢҭࡘʿમॶɓධᒅٰᛆ ࠇྌ€˜ᒅٰᛆࠇྌ™f͉ʮ̡ᐄ༶ᒅٰᛆࠇ ྌd˸Σ࿁͉ණྠุਕԳᐶЪ্̈ᘠٙΥ༟ ࣸਞၾ٫ԶᆤᎸʿజཇf
࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ʬࡈ˜ ʿ࿚Їɚཧɚཧϋʬ˜ɧɤ˚˟ϋܓ฿ೌ֠ ͊БԴᒅٰᛆf
18.
OTHER RESERVES
Չ˼Ꮇ௪
As at 1st July 2020
Currency translation difference
As at 31st December 2020
ɚཧɚཧϋɖ˜ɓ˚ ිгࢨᕘ ɚཧɚཧϋ ɤɚ˜ɧɤɓ˚
Reserves arising on consolidation ၝΥሪͦ הᎷ௪
Reorganisation reserve
ࠠଡ଼Ꮇ௪
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
As at 1st July 2019
Currency translation difference
As at 31st December 2019
ɚཧɓɘϋɖ˜ɓ˚ ිгࢨᕘ ɚཧɓɘϋ ɤɚ˜ɧɤɓ˚
871 -
Contributed surplusTranslation reserve
Total
ྼᖮޮቱ
ිгᎷ௪
ᐼᕘ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
60,577 -
871
60,577
485,360 -
(341) 162
546,467 162
485,360
(179)
546,629
EMPLOYEE BENEFITS EXPENSES INCLUDING DIRECTORS' | 19. | ྇ࡰ၅лක˕€ܼ̍ԫཇږ |
EMOLUMENTS | ||
The Group operates a Mandatory Provident Fund Scheme ("the | ͉ණྠ࣬ኽ࠰ಥ੶ՓʮጐږࠇྌૢԷމί | |
MPF scheme") under the Hong Kong Mandatory Provident | ࠰ಥ྇ૢԷڭღɨա໌ٙ྇ࡰணͭɓධ੶ | |
Fund Schemes Ordinance for employees employed under the | Փʮጐږࠇྌ€˜੶ጐږࠇྌ™f੶ጐږࠇ | |
jurisdiction of the Hong Kong Employment Ordinance. The MPF | ྌމɓධ͟ዹͭաৄɛ၍ଣ֛ٙᕘԶಛৗ; | |
scheme is a defined contribution retirement plan administered | ࠇྌf࣬ኽ੶ጐږࠇྌd྇˴ʿՉ྇ࡰІ | |
by independent trustees. Under the MPF scheme, the employer | ܲ྇ࡰᗫϗɝٙ5%ΣࠇྌԶಛd௰৷ӊ | |
and its employees are each required to make contributions to the | ˜ᗫϗɝމ30,000ಥʩfࠇྌԶಛуࣛᓥ | |
plan at 5% of the employee's relevant income, subject to a cap | ᙮f | |
of monthly relevant income of HK$30,000. Contributions to the | ||
plan vest immediately. | ||
The employees of the Group's subsidiaries in the PRC are | ͉ණྠʕٙڝ᙮ʮ̡྇ࡰѩਞၾ͟ʕ | |
members of a state-managed retirement benefit scheme | ִ݁ணͭٙ၍ଣৗ;၅лࠇྌf༈ഃڝ | |
operated by the government of the PRC. The subsidiaries are | ᙮ʮ̡ܲᑚږ֛ٙϵʱˢΣ༈ৗ;၅л | |
required to contribute a specified percentage of payroll costs to | ࠇྌԶಛ˸˕˹၅лf͉ණྠ࿁༈ৗ;၅л | |
the retirement benefit scheme to fund the benefits. The only | ࠇྌٙਬɓபމЪ֛̈ٙԶಛf | |
obligation of the Group with respect to the retirement benefit | ||
scheme is to make the specified contribution. | ||
Unaudited | ||
For the six months ended 31st December | ||
͊ᄲࣨ | ||
࿚Їɤɚ˜ɧɤɓ˚˟ʬࡈ˜ | ||
2020 |
2019 | |||||||
ɚཧɚཧϋ | ɚཧɓɘϋ | ||||||
Continuing | Discontinued | Continuing | Discontinued | ||||
operations | operation | Total | operations | operation | Total | ||
ܵᚃ | ʊ˟ | ܵᚃ | ʊ˟ | ||||
ᐄุਕ | ᐄุਕ | ᐼࠇ | ᐄุਕ | ᐄุਕ | ᐼࠇ | ||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||
ɷಥʩ | ɷಥʩ | ɷಥʩ | ɷಥʩ | ɷಥʩ | ɷಥʩ | ||
Wages and salaries | ʈ༟ʿᑚږ | 20,700 | - | 20,700 | 15,877 | - | 15,877 |
Directors and staff bonus | ԫʿࡰʈڀߎ | 2,261 | - | 2,261 | 13,732 | - | 13,732 |
Provision for unutilised annual leave | ͊͜ϋʘᅡ௪ | 23 | - | 23 | - | - | - |
Write-back of provision for unutilised | ᅡΫ͊ਗ͜ϋᅡ௪ | ||||||
annual leave | (16) | - | (16) | (143) | - | (143) | |
Provision for long service payment | ڗಂਕږᅡ௪ | 223 | - | 223 | - | - | - |
Write-back of provision for long service | ᅡΫڗಂਕږᅡ௪ | ||||||
payment | (9) | - | (9) | (231) | - | (231) | |
Staff welfare | ࡰʈ၅л | 294 | - | 294 | 444 | - | 444 |
Pension costs - defined contribution plan | ৗ;ږϓ͉ - ޢ֛Զಛࠇྌ | 830 | - | 830 | 1,024 | - | 1,024 |
Total including directors' emoluments | ܼ̍ԫཇږʘᐼᕘ | 24,306 | - | 24,306 | 30,703 | - | 30,703 |
20.
ACCOUNTS PAYABLE
Accounts payable arising from securities brokerage and margin financing business: - cash clients - margin clients
Accounts payable arising from other business
ᗇՎߏʿៜ࢝ፄ༟ุਕ ପ͛ʘᏐ˹ሪಛj
Ꮠ˹ሪಛ
- ତږ܄˒ - ៜ࢝܄˒
Չ˼ุਕପ͛ʘᏐ˹ሪಛ
25 31
Audited
As at 30th June 2020 ᄲࣨ ɚཧɚཧϋ ʬ˜ɧɤ˚
HK$'000 ɷಥʩ
506 506
537 18,764 19,301
The settlement terms of accounts payable to cash client, arising from securities brokerage and margin financing business are within two days after the trade date. Accounts payable to cash clients are repayable on demand subsequent to settlement date. Accounts payable to margin clients are repayable on demand. No ageing analysis is disclosed as in the opinion of the directors of the Company, the ageing analysis does not give additional value in view of the nature of this business.
Accounts payable in the amount of HK$784,000 as at 31st December 2020 (as at 30th June 20: HK$780,000) were payable to clients in respect of the trust and segregated bank balances received and held for clients in the course of conducting the regulated activities. However, the Group does not have a currently enforceable right to offset these payables with the deposits placed.
ᗇՎߏʿៜ࢝ፄ༟ุਕପ͛ʘᏐ˹ତږ܄ ˒ሪಛഐၑಂމʹ˚ܝՇ˚ʫfᏐ˹ତږ ܄˒ሪಛഐၑ˚ܝܲࠅӋᎵᒔfᏐ˹ៜ࢝ ܄˒ሪಛܲࠅӋᎵᒔf͉ʮ̡ԫႩމdᛡ ุ͉ਕʘሯdՉሪᙧʱؓԨೌ੭Ըᕘ̮ ᄆ࠽dΪϤԨೌמᚣሪᙧʱؓf
ఱίආБա၍ุਕཀʕމ܄˒ϗ՟ʿܵ ϞʘڦৄʿዹͭვБഐቱϾԊdɚཧɚཧ ϋɤɚ˜ɧɤɓ˚ʘᏐ˹ሪಛܼ̍Σ܄˒ ˕˹ʘಛධ784,000ಥʩ€ɚཧɚཧϋʬ˜ ɧɤ˚j780,000ಥʩf್Ͼd͉ණྠԨೌ ˸הπ׳ʘࠈږתቖ༈ഃᏐ˹ಛධʘତ̙ࣛ ੶ՓੂБᛆf
20. ACCOUNTS PAYABLE (Continued)
As at 31st December 2020, the ageing analysis of the accounts payable arising from other businesses based on invoice date was as follows:
1 to 90 days 91 days to 180 days Over 180 days
21. CONTINGENT CONSIDERATION PAYABLE
1Ї90˚ 91˚Ї180˚ 180˚˸ɪ
21.
ɚཧɚཧϋɤɚ˜ɧɤɓ˚dܲ೯ୃ˚ಂ яΐՉ˼ุਕପ͛ʘᏐ˹ሪಛʘሪᙧʱؓν ɨj
11,220 16,562
2,891 211
2,468 1,991
Ꮠ˹א್˾ᄆ
The fair value of the contingent consideration payable represented the profit guarantee in relation to the adjustments to the consideration from the disposal of AP Group during the year ended 30th June 2017 as detailed in Note (i) below. Contingent consideration payable is measured at fair value at the end of the reporting period. The movements of the fair value of contingent consideration payable are as follows:
At fair value:
At beginning and end of the period/year
ܲʮ̻࠽ࠇඎj ಂŊϋڋʿಂŊϋ͋
Ꮠ˹א್˾ᄆʘʮ̻࠽ܸϞᗫ࿚Їɚཧɓ ɖϋʬ˜ɧɤ˚˟ϋܓሜ̈ਯฌܳණྠה ˾ᄆ€νɨ˖ڝൗ(i)ה༉ࠑʘ๐лڭᗇfᏐ ˹א್˾ᄆజѓಂ͋ܲʮ̻࠽ࠇඎfᏐ˹ א್˾ᄆʘʮ̻࠽ᜊਗνɨj
Audited
As at 30th June 2020 ᄲࣨ ɚཧɚཧϋ ʬ˜ɧɤ˚
HK$'000 ɷಥʩ
18,764
Audited
As at 30th June 2020 ᄲࣨ ɚཧɚཧϋ ʬ˜ɧɤ˚
HK$'000 ɷಥʩ
20,400
21. CONTINGENT CONSIDERATION PAYABLE (Continued)
Notes:
(i) Adjustment to the consideration
Pursuant to the sale and purchase agreement entered in relation to the disposal of AP Group, in the event that the audited consolidated profit after tax of AP Group for the period from 1st January 2016 to 31st December 2017 is less than HK$16,000,000, the Group shall pay to the purchaser the adjustment amount (the "Adjustment Amount") in accordance with the formula set out below:
21. Ꮠ˹א್˾ᄆ€ᚃ ڝൗj
(i) ˾ᄆʘሜ
࣬ኽఱϗᒅฌܳණྠࠈͭʘ൯ር ᙄdࡊฌܳණྠІɚཧɓʬϋɓ˜ɓ ˚ৎЇɚཧɓɖϋɤɚ˜ɧɤɓ˚ ˟ಂගʘᄲࣨৰܝၝΥ๐лˇ 16,000,000ಥʩdۆ͉ණྠΣ൯˙˕ ˹ܲɨ˖ה༱ʮόࠇၑٙሜږᕘ€˜ሜ ږᕘ™j
A = HK$20,400,000 - (NP/2) x 5 x 51%
Where:
"A" means the amount of Adjustment Amount in HK$; and
"NP" means the net profit for the period from 1st January 2016 to 31st December 2017. Where the NP is a negative figure, NP shall be deemed to be zero.
The fair value of the contingent consideration payable as at 31st December 2019 and 30th June 2019 are based on valuation performed by directors of the Company. Details of their fair value measurement are set out in Note 4.1.
(ii) After the end of the reporting period, the Group entered into a settlement agreement with relevant parties in connection with the sale and purchase agreement entered in relation to the disposal of AP Group. Please refer to Note 30 for the details of the settlement agreement.
22. FINANCE COSTS
Interest on lease liabilities
(ii) జѓಂ͋ܝd͉ණྠၾᗫࠈߒ˙ ఱϞᗫϗᒅฌܳණྠࠈͭʘ൯ርᙄ ࠈͭձ༆ᙄfϞᗫձ༆ᙄٙ༉d ሗਞቡڝൗ30f
A = 20,400,000ಥʩ - (NP/2) x 5 x 51%
Չʕj
˜A™ܸ˸ಥʩࠇ࠽ʘሜږᕘʘᅰ࠽i ʿ
˜NP™ܸІɚཧɓʬϋɓ˜ɓ˚ৎЇɚ ཧɓɖϋɤɚ˜ɧɤɓ˚˟ಂගʘ๐ лଋᕘfࡊ๐лଋᕘމࠋ࠽dۆ๐л ଋᕘᏐൖЪཧf
Ꮠ˹א್˾ᄆɚཧɓɘϋɤɚ˜ɧ ɤɓ˚ʿɚཧɓɘϋʬ˜ɧɤ˚ʘʮ ̻࠽ɗਿ͉ʮ̡ԫආБʘП࠽ᔾ ֛fʮ̻࠽ࠇၑٙ༉ઋ༱ڝൗ4.1f
22. ৌਕϓ͉
Unaudited
For the six months ended 31st December
͊ᄲࣨ
࿚Їɤɚ˜ɧɤɓ˚˟ʬࡈ˜
ॡ༣ࠋවлࢹ
2019 ɚཧɓɘϋ
Discontinued
Operation ʊ˟ ᐄุਕ
Total
ᐼࠇ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
-
273
23. PROFIT BEFORE TAX
Profit before tax is arrived at after charging:
Amortisation of film right Amortisation of other intangible assets Depreciation of property, plant and equipment Depreciation of right-of-use assets Employee benefits expenses including directors' emoluments
Cost of inventories sold
ཥᅂوᛆʘᛅቖ Չ˼ೌҖ༟ପʘᛅቖ يุeዚኜʿண௪ұᔚ
Դ͜ᛆ༟ପұᔚ ྇ࡰ၅лක˕€ܼ̍ԫཇږ ʊਯπϓ͉
ৰۃ๐л ৰۃ๐лɗϔৰɨΐධܝ̈j
Unaudited
For the six months ended 31st December
͊ᄲࣨ
࿚Їɤɚ˜ɧɤɓ˚˟ʬࡈ˜
2019 ɚཧɓɘϋ
Discontinued
Operation ʊ˟ ᐄุਕ
Total
ᐼࠇ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
-
35,997
73 - 73
1,347 - 1,347
5,820 - 5,820
30,703 - 30,703
16,234 - 16,234
24. INCOME TAX (EXPENSE)/CREDIT
The amount of income tax (expense)/credit (charged)/credited
to the unaudited condensed consolidated statement of
comprehensive income represents:
Hong Kong Profits Tax - current Deferred tax relating to the origination and reversal of temporary differences
Income tax (expense)/credit
࠰ಥл - уಂ ၾᅲࣛࢨᕘʘପ͛ʿᔷΫ Ϟᗫַٙධ ה€ක˕Ŋתе
24.
ה€ක˕Ŋתе
͊ᄲࣨᔊၝΥΌࠦϗूڌʫ€ϔৰŊ ࠇɝٙה€ක˕Ŋתеږᕘνɨj
Unaudited
For the six months ended 31st December
͊ᄲࣨ
࿚Їɤɚ˜ɧɤɓ˚˟ʬࡈ˜
2019 ɚཧɓɘϋ
Discontinued
Operation ʊ˟ ᐄุਕ
Total
ᐼࠇ
HK$'000 ɷಥʩ
HK$'000 ɷಥʩ
-
164
- -
(59) 105
25.
EARNINGS PER SHARE
ӊٰޮл
Basic | (a) | ਿ͉ |
Basic earnings per ordinary share is calculated by dividing | ӊٰ౷ஷٰਿ͉ޮлɗܲ࿚Їɚཧɚ | |
the profit attributable to the owners of the Company and | ཧϋʿɚཧɓɘϋɤɚ˜ɧɤɓ˚˟ | |
the weighted average number of ordinary shares in issue | ʬࡈ˜͉ʮ̡ኹϞɛᏐЦ๐лৰ˸ʊ | |
during the six months ended 31st December 2020 and | ೯Б౷ஷٰʘ̋ᛆ̻ѩᅰࠇၑf | |
2019. |
(i) Profit/(loss) for the Period attributable to the owners of the Company
Profit/(loss) for the Period attributable to the owners of the Company
- from continuing operations
- from discontinued operation
- from continuing and discontinued operations
(i)
͉ʮ̡ኹϞɛᏐЦಂʫ๐лŊ €ᑦฦ
Unaudited
For the six months ended
31st December ͊ᄲࣨ ࿚Їɤɚ˜ɧɤɓ˚˟ʬࡈ˜
2020
2019
ɚཧɚཧϋ
ɚཧɓɘϋ
HK$'000
HK$'000
ɷಥʩ
ɷಥʩ
42,966 935
43,901
(ii) Weighted average number of ordinary shares in issue
2020 | 2019 | |
ɚཧɚཧϋ | ɚཧɓɘϋ | |
Weighted average number of | ಂ͋ʊ೯Б౷ஷٰʘ | |
ordinary shares in issue | ̋ᛆ̻ѩᅰ | |
at the end of the Period | 906,632 | 906,632 |
(ii)
ʊ೯Б౷ஷٰʘ̋ᛆ̻ѩᅰ
Number of shares ٰ΅ᅰͦ
(in thousand)
€ɷٰ
(b)
Diluted
ᛅᑛ | |
For the six months ended 31st December 2019 and | ࿚Їɚཧɓɘϋʿɚཧɚཧϋɤɚ˜ |
2020, diluted earnings per ordinary share equals to basic | ɧɤɓ˚˟ʬࡈ˜dӊٰ౷ஷٰʘᛅ |
earnings per ordinary share as there was no potential | ᑛޮлഃӊٰ౷ஷٰʘਿ͉ޮ |
dilutive ordinary share outstanding during the Period. | лdࡡΪ͉݊ಂගԨೌՈᆑίᛅᑛᅂ |
ᚤʘ͊೯Б౷ஷٰf |
(b)
26.
DISCONTINUED OPERATION
During the year ended 30th June 2018, the Group ceased its business in securities brokerage and margin financing due to deterioration of operating results and financial performance during that year. The analysis of the results of discontinued operation is as follows:
2020 | |||
ɚཧɚཧϋ | |||
HK$'000 | |||
ɷಥʩ | |||
Revenue | ϗू | 1 | 1 |
Cost of revenue | ϗूϓ͉ | - | - |
Gross profit | ˣл | 1 | 1 |
Other income | Չ˼ϗɝ | - | 35 |
Other gains/(losses) | Չ˼ϗूŊ€ᑦฦ | 13 | (26) |
Administrative expenses | Б݁ක˕ | (96) | (575) |
Change in expected credit loss | ཫಂڦ൲ᑦฦᜊਗ | - | 1,500 |
(Loss)/profit before taxation from | ԸІʊ˟ᐄุਕʘ | ||
discontinued operation | ৰۃ€ᑦฦŊ๐л | (82) | 935 |
Income tax credit | התе | - | - |
(Loss)/profit for the period from | ԸІʊ˟ᐄุਕʘ | ||
discontinued operation | ಂග€ᑦฦŊ๐л | (82) | 935 |
Attributable to: | ˸ɨɛɻᏐЦj | ||
Owners of the Company | ͉ʮ̡ኹϞɛ | (82) | 935 |
(82) | 935 |
HK$'000 ɷಥʩ
ʊ˟ᐄุਕ
࿚Їɚཧɓɞϋʬ˜ɧɤ˚˟ϋܓd͉ණྠ Ϊ༈ϋᐄุᐶʿৌਕڌତᔷࢨϾ˟Չᗇ Վߏʿៜ࢝ፄ༟ุਕfʊ˟ᐄุਕʘ ุᐶʱؓνɨj
Unaudited
For the six months ended
31st December ͊ᄲࣨ ࿚Їɤɚ˜ɧɤɓ˚˟ʬࡈ˜
2019 ɚཧɓɘϋ
Net cash flows from discontinued operation are as follows:
ɚཧɚཧϋ | ɚཧɓɘϋ | ||
HK$'000 | HK$'000 | ||
ɷಥʩ | ɷಥʩ | ||
Net cash outflows from operating activities | ᐄุਕה༶͜ʘତږଋᕘ | 88 | 12,789 |
Net cash outflows from investing activities | ҳ༟ุਕה༶͜ʘତږଋᕘ | - | - |
Net cash outflows from financing activities | ፄ༟ݺਗה༶͜ʘତږଋᕘ | - | - |
Total net cash outflows | ଋତږݴ̈ᐼᕘ | 88 | 12,789 |
ʊ˟ᐄุਕʘତږଋݴඎνɨj
2020 2019
27.
PENDING LITIGATIONS
A court action was commenced in the Court of First Instance of the Hong Kong Special Administrative Region on 17th April 2002 by The Star Overseas Limited ("Star"), an independent third party, against Universe Entertainment Limited ("UEL"), an indirect wholly-owned subsidiary of the Company.
By the above action, Star alleges that a sum of US$935,872 (equivalent to HK$7,299,799) was payable by UEL to Star as its share of the revenue of the movie entitled "Shaolin Soccer" (the "Movie").
Pursuant to an Order (the "Order") made by the High Court on 21st February 2003, UEL was ordered and had paid to Star a sum of HK$5,495,700, being part of the licence fee of the Movie received by UEL from Miramax Films (being the licencee of the Movie) and which was also part of the sum claimed by Star. Pursuant to the Order, UEL is also liable to pay Star interest in the sum of HK$350,905 and some of the costs of the application leading to the making of the Order, all of which have been settled. As the Order has not disposed of all the claims of US$935,872 (equivalent to HK$7,299,799) by Star, UEL is entitled to continue to defend the claim by Star for recovering the remaining balance in the sum of approximately HK$1,804,099 (HK$7,299,799 less HK$5,495,700).
On 30th April 2002, UEL claimed against Star for the latter's wrongful exploitation of certain rights in the Movie co-owned by both parties. UEL claimed to recover all losses and damages suffered by UEL as a result of the wrongful exploitation.
On 9th September 2002, Universe Laser & Video Co. Limited ("ULV"), an indirect wholly-owned subsidiary of the Company, claimed against Star for the latter's infringement of the licensed rights in the Movie held by ULV. ULV claimed to recover all loss and damages suffered by ULV as a result of the said infringement.
In the opinion of legal counsel, it is premature to predict the outcome of the claim against UEL. The Board is of the opinion that the outcome of the said claim against UEL will have no material financial impact to the Group for the Period.
͊Ӕൡத
(a)
ɚཧཧɚϋ̬˜ɤɖ˚dዹͭୋɧ ˙ሾऎ̮Ϟࠢʮ̡€˜ሾ™࿁͉ʮ̡ ʘɓගගટΌ༟ڝ᙮ʮ̡ካρ࢈ᆀϞ ࠢʮ̡€˜ካρ࢈ᆀ™࠰ಥࡡதجࢬ࢝ කɓධجࢬൡதf
ሾίɪࠑൡதʕܸ၈ካρ࢈ᆀᏐΣ Չ˕˹935,872ߕʩ€7,299,799 ಥʩdЪމʱԮɓΤމ˜ˇ؍ԑଢ™ ʘཥᅂ€˜༈ཥᅂ™ʘʱϗɝf ࣬ኽ৷ഃج৫ɚཧཧɧϋɚ˜ɚɤ ɓ˚೯ʘܸ˿€˜༈ܸ˿™dካρ࢈ ᆀቊ˿ʿʊΣሾ˕˹5,495,700ಥ ʩdуካρ࢈ᆀఱ༈ཥᅂϾMiramax Films€у༈ཥᅂʘوᛆܵϞɛϗ՟ʘ ʱوᛆ൬ʿሾ॰Ꮅʘʱږᕘf ࣬ኽ༈ܸ˿dካρ࢈ᆀ͵Σሾ ˕˹ږᕘ350,905ಥʩʘлࢹʿ͡ሗ ༈ܸ˿הঃʱ൬͜dϞᗫ൬͜ѩʊ ˕˹f͟༈ܸ˿Ԩೌ༆Ӕሾމᅰ 935,872ߕʩ€7,299,799ಥʩʘ הϞ॰Ꮅd݂Ϥካρ࢈ᆀϞᛆᘱᚃఱ ሾীቱɨމᅰߒ1,804,099ಥʩ€у 7,299,799ಥʩಯ5,495,700ಥʩʘಛ ධආБҤᚗf ɚཧཧɚϋ̬˜ɧɤ˚dካρ࢈ᆀ Σሾ̈॰Ꮅdܸܝ٫ʔήԴ͜ ᙮ᕐ˙ΝኹϞʘ༈ཥᅂʕʘ߰ʍ ᛆлfካρ࢈ᆀীΪ༈ʔԴ͜ᛆ лϾ˿Չႆաʘɓʲฦ̰ʿฦf ɚཧཧɚϋɘ˜ɘ˚d͉ʮ̡ʘɓ ගගટΌ༟ڝ᙮ʮ̡ካρᚚ࢛ᅂϞ ࠢʮ̡€˜ካρᚚ࢛™Ϊܸሾڧ͕ካρ ᚚ࢛ఱ༈ཥᅂהܵٙतᛆлϾΣՉ ̈॰Ꮅfካρᚚ࢛ীΪɪࠑڧᛆ БމϾ˿Չႆաʘɓʲฦ̰ʿฦf ࣬ኽجܛᚥਪʘจԈdତචݬཫ࿁ ካρ࢈ᆀٙɪࠑ॰Ꮅഐ؈֠މࣛཀ ϘfԫึႩމ࿁ካρ࢈ᆀٙɪࠑ॰ Ꮅʘഐ؈ʔึ͉ಂග࿁͉ණྠϓ ࠠɽৌਕᅂᚤf
27.
(b) On 1st September 2008, Koninklijke Philips Electronics N.V. ("KPE") claimed against among other persons, the Company, ULV and Mr. Lam Shiu Ming, Daneil (one of the Directors), being three of the defendants named therein, in respect of damages arising from alleged infringement of the patents regarding Video Compact Disc owned by KPE.
In the opinion of legal counsel, it is premature to predict the outcome of the said claim made against the Company, ULV and Mr. Lam Shiu Ming, Daneil. The Board is of the opinion that the outflow of economic benefits cannot be reliably estimated and accordingly no provision for any liability that may result has been made in the unaudited condensed consolidated interim financial information for the Period.
(c) On 8th January 2010, KPE claimed against among other persons, the Company, ULV and Mr. Lam Shiu Ming, Daneil (one of the Directors), being three of the defendants named therein, in respect of damages arising from alleged infringement of the patents regarding Digital Video Disc owned by KPE.
On 6th June 2012, the action was discontinued against the
Company and Mr. Lam Shiu Ming, Daneil. The claim made
against ULV has been agreed with KPE and settled by
ULV and appropriate legal costs provision was recognised
accordingly in the consolidated financial statements for the
year ended 30th June 2012.
No additional provision has been made in the unaudited
condensed consolidated interim financial information for
the Period. Based on the consultation with legal counsel,
no further material outflow of economic benefits will be
incurred for ULV.
(d) Universe Artiste Management Limited ("UAM"), an indirect wholly-owned subsidiary of the Company, commenced Court of First Instance Action against Kwong Ling and Oriental Prosperous Int'l Entertainments Limited (collectively the "Defendants") on 30th June 2014 claiming inter alia for a declaration that UAM is entitled to extend/renew the term of the Artist Management Contract of the Defendants with UAM (the "Artist Management Contract") for 5 years as from 3rd May 2014 to 2nd May 2019.
(b) ɚཧཧɞϋɘ˜ɓ˚dKoninklijke Philips Electronics N.V€.˜KPE™Σ€Չʕ ܼ͉̍ʮ̡eካρᚚ࢛ʿ؍ʃ͛ €ՉʕɓΤԫ€ෂৃ˿ًɪʘՉʕɧ Τѓ̈ϞᗫΪᑊ၈ڧ͕ KPEהܵ ϞᗫᅂࠪΈဿٙਖ਼лᛆϾପ͛ʘฦ̰ ʘ॰Ꮅf
࣬ኽجܛᚥਪʘจԈdତචݬཫ࿁
͉ʮ̡eካρᚚ࢛ʿ؍ʃ͛ٙɪ
ࠑ॰Ꮅഐ؈֠މࣛཀϘfԫึႩމ
Ϟᗫٙлूݴ̈͊ঐ̙ቦήП
ࠇd݂Ԩೌί͉ಂගʘ͊ᄲࣨᔊ
ၝΥʕಂৌਕ༟ࣘʫఱ̙ঐପ͛ٙ
ОࠋවЪ̈ᅡ௪f
(c) ɚཧɓཧϋɓ˜ɞ˚dKPE Σ€Չ ʕ ܼ͉̍ʮ̡eካρᚚ࢛ʿ؍ʃ͛ €ՉʕɓΤԫ€ෂৃ˿ًɪʘՉʕɧ Τѓ̈ϞᗫΪᑊ၈ڧ͕ KPEהܵ ϞᗫᅰᇁᅂࠪΈဿٙਖ਼лᛆϾପ͛ʘ ฦ̰ʘ॰Ꮅf ɚཧɓɚϋʬ˜ʬ˚d࿁͉ʮ̡ʿ ؍ʃ͛ʘൡதʊЪ˟f࿁ካρ ᚚ࢛ʘ॰ᎵʊၾKPE༺ϓᙄԨʊ͟ካ ρᚚ࢛ഐd˲ʊ࿚Їɚཧɓɚϋ ʬ˜ɧɤ˚˟ϋܓʘၝΥৌਕజڌʫ ᏐήᆽႩቇٙجܛ൬͜ᅡ௪f ฿ೌ͉ಂගʘ͊ᄲࣨᔊၝΥʕ ಂৌਕ༟ࣘʫЪ̈Չ˼ᅡ௪f࣬ኽج ܛᚥਪٙจԈdካρᚚ࢛Ԩೌࠦᑗආ ɓӉٙࠠɽлूݴ̈f
(d) ɚཧɓ̬ϋʬ˜ɧɤ˚dካρᖵɛ ၍ଣϞࠢʮ̡€˜ካρᖵɛ၍ଣ™d͉ʮ ̡ɓගගટΌ༟ڝ᙮ʮ̡ࡡதجࢬ ఱϪޛʿ؇ყ࢈ᆀϞࠢʮ̡€୕၈ ˜ѓ™࢝කɓධجࢬൡதd̈€Չʕ ܼ̍ካρᖵɛ၍ଣϞᛆַڗŊࠠᚃ ѓၾካρᖵɛ၍ଣٙᖵɛ၍ଣΥߒ€˜ᖵ ɛ၍ଣΥߒ™ٙಂࠢdϋಂІɚཧɓ̬ ϋʞ˜ɧ˚ৎЇɚཧɓɘϋʞ˜ɚ˚ ˟dʞϋf
27.
(d) (Continued)
The Defendants filed their defence and counterclaimed on 29th September 2014. By such counterclaim, the Defendants claiming against UAM inter alia for a declaration that the Artist Management Contract was void and unenforceable, the Artist Management Contract to be rescinded, damages for breach of the Artist Management Contract and for breach of fiduciary duties, a declaration that UAM is liable to account to the Defendants and an order for payment of all sums found to be due by UAM to the Defendants. The parties have finalized their pleadings and completed discovery and exchange of witness statements. As well as other matters for setting down this action for trial. Pursuant to the application of the parties, the trial of this action has been fixed by the court to take place on 27th September 2021 with 10 days reserved.
Given the complexities of the factual and legal issues to be resolved, in the opinion of legal counsel, it is premature to assess the likely outcome of this Action.
The Board considers that the amounts of counterclaim by the Defendants against UAM is insignificant to the Group as a whole.
(e)On 16th July 2018, Lucky Famous Limited ("Lucky Famous") commenced Court of First Instance Action claimed against Fragrant River Entertainment Culture (Holdings) Limited ("Fragrant River"), an indirect wholly-owned subsidiary of the Company, and the Company for, inter alia, the sum of HK$20.4 million as the adjustment to the consideration (the "Adjustment Amount") alleged to be payable under an agreement dated 13th June 2016 (the "Disposal Agreement") pursuant to which Lucky Famous purchased from Fragrant River 51% of the issued share capital of AP Group Investment Holdings Limited ("AP Group"). Lucky Famous applied to amend the writ and statement of claim to join Mr. Chan Sze Long ("Mr. Chan") and Ms. Lim Wah Elsa ("Ms. Lim") as defendants in the Lucky Famous Actions for certain claims against them. The Court allowed the application of Lucky Famous on 24th September 2019.
After the end of reporting period, the Group entered into a settlement agreement with the relevant parties to settle all claims and complaint against the Group in connection with the Disposal Agreement and the acquisition agreement in relation to the acquisition of 51% equity interest in AP Group dated 12th October 2015.
Please refer to note 30 - "Non-Adjusting Events After The Reporting Period" for the details.
(d) €ᚃ ѓɚཧɓ̬ϋɘ˜ɚɤɘ˚Ъ̈ Ҥᚗʿৎˀ͡॰f࣬ኽϞᗫˀ͡ ॰dѓఱካρᖵɛ၍ଣ̈€Չʕ̍ ܼᖵɛ၍ଣΥߒ᙮ೌࣖʿʔ̙੶Փ ੂБdᏐᄻৰᖵɛ၍ଣΥߒdఱ༼ˀ ᖵɛ၍ଣΥߒʿաڦபٙฦ̰̈ ॰Ꮅd˴ੵካρᖵɛ၍ଣᏐ࿁ѓࠋ பdԨᏐк˿ካρᖵɛ၍ଣ˕˹Ꮠ˹ ѓٙהϞಛධfછᚗᕐ˙ʊҁϓՉ ͡ᚗdמᚣʿʹ౬ᗇɛࠑࣣҏ˸ ʿϞᗫ֛͉ൡதᄲৃʘՉ˼ԫධf ࣬ኽᕐ˙ʘ͡ሗdج৫ʊᆽ֛༈ൡத ʘᄲৃਗ਼ɚཧɚɓϋɘ˜ɚɤɖ˚ ආБ€ཫव10˂f
ᛡܙӔʘԫྼʿجܛਪᕚʘልᕏ dجܛᚥਪႩމd൙П༈ൡத̙ٙ ঐഐ؈މࣛ֠Ϙf ԫึႩމdѓఱካρᖵɛ၍ଣ ̈ˀ͡॰ٙᅰᕘ࿁͉ණྠϾԊ᙮ ฆʔԑ༸f
(e) ɚཧɓɞϋɖ˜ɤʬ˚dLucky Famous Limited€˜Lucky Famous™ ࡡதجࢬ࿁࠰Ϫ࢈ᆀ˖ʷ€છٰϞࠢʮ ̡€˜࠰Ϫ™d͉ʮ̡ɓගගટΌ༟ڝ᙮ ʮ̡ʿ͉ʮ̡ৎൡதdࠅӋ€Չʕ̍ ܼ˕˹Չהᑊ၈࣬ኽ˚ಂމɚཧɓʬ ϋʬ˜ɤɧ˚ʘᙄ€˜̈ਯᙄ™dኽ ϤdLucky FamousΣ࠰Ϫᒅ൯ฌܳණ ྠછٰϞࠢʮ̡€˜ฌܳණྠ™51%ʊ೯ Бٰ͉ධɨ˾ᄆʘሜږᕘ20.4ϵຬ ಥʩ€˜ሜږᕘ™fLucky Famousʊ ͡ሗࡌҷࣣࠦ͡॰ࠑࣣd˸ίLucky Famous ൡத̋ɝܠࣦ͛€˜ ͛™ʿ ؍ ዏ ɾ ɻ€˜؍ ɾ ɻ™މ Lucky FamousൡதʘѓdΣ־ഃЪ̈߰ʍ ॰Ꮅfɚཧɓɘϋɘ˜ɚɤ̬˚d جࢬҭࡘLucky Famousʘ͡ሗf
జѓಂ͋ܝd͉ණྠၾᗫࠈߒ˙ ࠈͭձ༆ᙄd˸༆Ӕఱ̈ਯᙄʿ ˚ಂމɚཧɓʞϋɤ˜ɤɚ˚Ϟᗫϗ ᒅฌܳණྠ 51%ٰᛆʘϗᒅᙄϾ০ ࿁͉ණྠʘהϞ॰Ꮅʿҳൡf
Ϟᗫ༉ઋሗਞቡڝൗ30 -˜జѓಂܝʘ ڢሜԫධ™f
27.
(f)On 11th March 2020, China Jianxin Credit Services Limited ("China Jianxin"), a wholly owned subsidiary of the Company commenced the Court of First Instance Action of the High Court of Hong Kong against China Wah Yan Healthcare Limited ("China Wah Yan") for among other things, (a) the outstanding balance of HK$16,175,304.11, being the outstanding principal and the interest accrued up to 11th March 2020 thereon under a loan agreement entered into between China Jianxin and China Wah Yan on 30th April 2019; (b) interest on the said outstanding principal of HK$15,800,000.00 at the rate of 8.5% per annum from 12th March 2020 until full payment; (c) costs of the Action; and (d) further and other reliefs (the "Original Action").
China Wah Yan filed their defence and counterclaim on 15th September 2020. According to such defence and counterclaim, China Wah Yan and Sky Clear Bright Group Limited ("Sky Bright"), the wholly owned subsidiary of the China Wah Yan counterclaim against China Jianxin, Precise Reach Group Limited, a wholly owned subsidiary of the Company, and Mr. Lam Shiu Ming, Daneil, the director of the Company for the damages to be assessed, interest, costs and further or other reliefs in relation to the alleged misrepresentation and the alleged set-off by China Wah Yan and Sky Bright in extinction or in diminution of the claim of the Original Action.
Up to the date of this report, as the exchange of evidence has not been completed, in the opinion of legal advisor, it is not practicable to assess the likely outcome of this Action.
Save as disclosed above, as at 31st December 2020, no litigation or claim of material importance is known to the Directors to be pending against either the Company or any of its subsidiaries.
(f)
ɚཧɚཧϋɧ˜ɤɓ˚d͉ʮ̡ʘ Ό༟ڝ᙮ʮ̡ʕܔڦڦ൲Ϟࠢʮ̡ €˜ʕܔڦ™࠰ಥ৷ഃج৫ࡡதج ࢬ࿁ʕശʠᔼᐕϞࠢʮ̡€˜ʕശ ʠ™ৎൡதdী€Չʕܼ̍ (a)࣬ ኽʕܔڦၾʕശʠɚཧɓɘϋ ̬˜ɧɤ˚ࠈͭʘ൲ಛᙄʘ͊Ꮅᒔ ഐቱ16,175,304.11ಥʩ€у͊Ꮅᒔ͉ږ ʿ࿚Їɚཧɚཧϋɧ˜ɤɓ˚ʘᏐࠇ лࢹi(b)Іɚཧɚཧϋɧ˜ɤɚ˚ৎ ٜЇᅰ˹ಛಂගdɪࠑ͊Ꮅᒔ͉ږ 15,800,000.00ಥʩܲϋлଟ8.5%ࠇၑ ٙлࢹi(c)ൡத൬iʿ(d)ආɓӉʿՉ ˼ሦᎵ€˜ࡡൡத™f ʕശʠɚཧɚཧϋɘ˜ɤʞ˚ ̈Ҥᚗʿˀ͡॰f࣬ኽ༈Ҥᚗʿˀ͡ ॰dʕശʠʿʕശʠʘΌ༟ڝ᙮ ʮ̡Sky Clear Bright Group Limited €˜Sky Bright™࿁ʕܔڦeၚ༺ණྠ Ϟࠢʮ̡€͉ʮ̡ʘΌ༟ڝ᙮ʮ̡ʿ؍ ʃ͛€͉ʮ̡ԫ̈ˀ͡॰dఱ ᑊ၈̰ྼࠑীਗ਼ʚ൙Пʘฦ̰e лࢹeϓ͉ʿආɓӉאՉ˼ሦᎵʿʕ ശʠʿSky BrightЪ̈ʘᑊ၈תቖא ۂಯࡡൡதʘ॰Ꮅf
࿚Ї͉జѓ˚ಂdجܛᚥਪႩމd͟ ʹ౬ᗇኽ֠͊ҁϓd൙П༈ൡதʘ ̙ঐഐ؈Ԩʔ̙Бf
ৰɪ˖המᚣ٫̮dɚཧɚཧϋɤɚ˜ɧ ɤɓ˚dఱԫהٝd͉ʮ̡אՉОڝ᙮ ʮ̡ԨೌࠦᑗОࠠɽ͊Ӕൡதא॰Ꮅf
28.
COMMITMENTS
Other commitments
As at 31st December 2020, the Group has commitments contracted but not provided for in the unaudited condensed consolidated interim financial information as follows:
Purchase of film rights and production of films (Note i)
ᒅ൯ཥᅂوᛆʿཥᅂႡЪ €ڝൗi
וዄ
(a)
Չ˼וዄ
ɚཧɚཧϋɤɚ˜ɧɤɓ˚d͉ණ ྠʊࠈߒШ͊͊ᄲࣨᔊၝΥʕ ಂৌਕ༟ࣘᅡ௪ʘוዄνɨj
Audited
As at 30th June 2020 ᄲࣨ ɚཧɚཧϋ ʬ˜ɧɤ˚
HK$'000 ɷಥʩ
74,112
Note i: Included in the commitment of purchase of film | ڝൗij ɚཧɚཧϋɤɚ˜ɧɤɓ˚ |
rights and production of films, an amount of | ࠇɝᒅ൯ཥᅂوᛆʿཥᅂႡЪ |
approximately HK$9,671,000 related to the joint | וዄٙږᕘߒ9,671,000ಥʩ |
operations arrangements of film production as | €ɚཧɚཧϋʬ˜ɧɤ˚jߒ |
at 31st December 2020 (as at 30th June 2020: | 6,001,000 ಥʩၾႡЪཥᅂʘ |
approximately HK$6,001,000). | ΥᐄτરϞᗫf |
29.
RELATED PARTY TRANSACTIONS
(a) Details of key management compensation
Salaries and other short-term employee benefits Employer's contribution to retirement scheme
(b) Tenancy Agreement (Note a)
(i) Repayment of lease liabilities
(ii) Interest on lease liabilities
(c)Transactions with an associate
(i) Rental income received from an associate
(ii) Purchase of optical products from an associate
(iii) Sales of optical products to an associate
(iv) License and management fee paid to an associate
(v) Income for recharge of motor vehicle expense
(c)
(b) ॡ༣ᙄ€ڝൗa
(a) ˴ࠅ၍ଣᄴజཇ
2020 | 2019 | |
ɚཧɚཧϋ | ɚཧɓɘϋ | |
HK$'000 | HK$'000 | |
ɷಥʩ | ɷಥʩ | |
4,143 | 3,958 | |
36 | 18 | |
4,179 | 3,976 | |
1,445 | 1,412 | |
19 | 52 | |
(i) Іɓගᑌᐄʮ̡ϗ՟ʘ | ||
ॡږϗɝ | 93 | 186 |
(ii) Σɓගᑌᐄʮ̡ᒅ൯ | ||
ᗝପۜ | 699 | 15,152 |
(iii) Σɓගᑌᐄʮ̡ቖਯ | ||
ᙒ፶ପۜ | 658 | - |
42 | 874 | |
16 | - |
ᑚږʿՉ˼ಂ྇ࡰ
၅л
ৗ;ࠇྌʘ྇˴Զಛ
(i) Ꮅᒔॡ༣ࠋව
(ii) ॡ༣ࠋවлࢹ
ၾᑌᐄʮ̡ʘʹ
Ϟᗫஹɛɻʘʹ
(iv) Σɓගᑌᐄʮ̡˕˹ʘ ̙ʿ၍ଣ൬
(v) ӛԓ̂ཥ൬͜ϗɝ
Unaudited
For the six months ended
31st December ͊ᄲࣨ ࿚Їɤɚ˜ɧɤɓ˚˟ʬࡈ˜
Save as disclosed above and elsewhere in these unaudited condensed consolidated financial statements, no other material related party transactions have been entered into by the Group. The transactions were carried out after negotiations between the Group and the related parties in the ordinary course of business.
Note:
(a)Universe Digital Entertainment Limited ("UDE"), an indirect wholly-owned subsidiary of the Company, entered into a tenancy agreement with Universe Property Investment Limited ("UPI"), a company owned by Mr. Lam Shiu Ming, Daneil, the Chairman and executive Director of the Company, for renting (1) an industrial unit and (2) 5 carparking spaces of an industrial building for warehouse, ancillary office and carparking uses in Kwai Chung from 25th February 2018 to 24th February 2021, with a monthly rental of HK$244,000 (the "Tenancy Agreement") which was arrived at following arm's length negotiation between the Group and UPI with reference to the rental valuation performed by Ravia Global Appraisal Advisory Limited, an independent property valuer, as at 22nd January 2018 which reflected the then market rent.
ৰɪ˖ʿϤഃ͊ᄲࣨᔊၝΥৌਕజڌ Չ˼ʱהמᚣ٫̮d͉ණྠԨೌࠈͭՉ˼ ࠠɽᗫஹɛɻʹf༈ഃʹɗ˚੬ุਕ ཀʕ͉ණྠʿᗫஹɛɻਠᙄܝආБf
ڝൗj
(a)
͉ʮ̡ගટΌ༟ڝ᙮ʮ̡ካρᅰᇁ࢈ ᆀϞࠢʮ̡€˜ካρᅰᇁ࢈ᆀ™ၾ͉ʮ̡ ˴ࢩࡒੂБԫ؍ʃ͛ኹϞʘʮ ̡ካρيุҳ༟Ϟࠢʮ̡€˜ካρيุҳ ༟™ఱІɚཧɓɞϋɚ˜ɚɤʞ˚ৎЇ ɚཧɚɓϋɚ˜ɚɤ̬˚˟˸˜ॡږ 244,000ಥʩॡ͜(1)ɓࡈʈุఊЗʿ(2) Ѭໝໟगɓಊ͜Ъࡑࢫeৣࢁ፬ʮ ܃ʿ৾ԓఙٙʈุɽขʘ5ࡈ৾ԓЗࠈ ͭॡ༣ᙄd༈ᙄ͉͟ණྠၾካρ يุҳ༟ਞϽዹͭيุП࠽ࢪᔮ ᐑଢ൙Пፔ༔Ϟࠢʮ̡ɚཧɓɞϋ ɓ˜ɚɤɚ˚Ъ̈ٙॡږП࠽€ˀ݈ ̹ࣛఙॡږܝʮ̻ᆻਠᔾ֛f
30.
NON-ADJUSTING EVENTS AFTER THE REPORTING PERIOD | 30. | జѓಂܝʘڢሜԫධ |
After the end of the reporting period, on 1st February 2021, | జѓಂ͋dɚཧɚɓϋɚ˜ɓ˚dLucky | |
Lucky Famous, Fragrant River, the Company and other relevant | Famouse࠰Ϫe͉ʮ̡ʿՉ˼ᗫ˙ίʔ | |
parties, without admission of any liability in relation to the Lucky | וዄОऒʿLucky Famousൡதபʘઋر | |
Famous Action, entered into a settlement agreement (the | ɨࠈͭձ༆ᙄ€˜ձ༆ᙄ™d˸༆ӔLucky | |
"Settlement Agreement") to settle all claims and complaint | FamousൡதהˏৎהϞ০࿁˙ʘ͡॰ʿ͡ | |
against each other arising out of the Lucky Famous Action and | ൡ˸ʿ̈ਯᙄʿ˚ಂމɚཧɓʞϋɤ˜ɤ | |
any amount of any other nature arising out of or in connection | ɚ˚Ϟᗫϗᒅฌܳණྠ 51%ٰᛆٙϗᒅᙄ | |
with the Disposal Agreement and the acquisition agreement in | הପ͛אၾʘϞᗫОՉ˼ሯʘОږᕘ | |
relation to the acquisition of 51% equity interest in AP Group | €୕၈˜نᙄԫධ™f | |
dated 12th October 2015 (collectively the "Dispute Matters"). | ||
Under the Settlement Agreement, Fragrant River and the | ࣬ኽձ༆ᙄd࠰Ϫʿ͉ʮ̡ΝจΣLucky | |
Company agreed to pay Lucky Famous a sum of HK$1,500,000 | Famous˕˹1,500,000ಥʩʘಛධ˸Όࠦʿ | |
in full as final settlement of the Dispute Matters and the | ௰༆ӔنᙄԫධʿᏐ˹א್˾ᄆfՉ˼ | |
contingent consideration payable. The other relevant parties | ᗫ˙ೌცఱᏐϗא್˾ᄆʿنᙄԫධΣ͉ණ | |
do not need to pay any amount to the Group for the contingent | ྠ˕˹Оಛධf | |
consideration receivable and the Dispute Matters. | ||
Before entering the Settlement Agreement, without admitting | ࠈͭձ༆ᙄۃdίʔߧוዄLucky Famous | |
any liability to Lucky Famous under the Disposal Agreement | ̈ਯᙄධɨʘОப˲ίʔฦΣ | |
and also without prejudice to any rights and remedies against | ͛e؍ɾɻʿŊאՉ˼ᗫ˙ীఱϗ | |
Mr. Chan, Ms. Lim and/or other relevant parties under the sale | ᒅฌܳණྠࠈͭʘ൯ርᙄධɨʘОᛆл | |
and purchase agreement entered in relation to the acquisition | ʿᎵʘઋرɨd͉ණྠՉɚཧɚཧϋɤ | |
of AP Group, the Group recognised the fair value of the | ɚ˜ɧɤɓ˚ʘ͊ᄲࣨᔊၝΥʕಂৌਕ | |
contingent consideration payable for the Lucky Famous Action | ༟ࣘʕdᆽႩᏐ˹Lucky Famousൡதʘא್ | |
and the contingent consideration receivable at HK$20.4 million | ˾ᄆʿᏐϗא್˾ᄆʮ̻࠽ʱйމ20.4ϵຬ | |
and HK$ Nil respectively in the Group's unaudited condensed | ಥʩʿཧಥʩfࠈͭձ༆ᙄܝdΪϾПࠇ | |
consolidated interim financial information as at 31st December | ͉ණྠ࿚Їɚཧɚɓϋʬ˜ɧɤ˚˟ϋܓ | |
2020. As a result of the entering into the Settlement Agreement, | ਗ਼ᅡΫᏐ˹א್˾ᄆʘ͊ᄲࣨɓϣ | |
it is estimated that the Group will recognise an unaudited one- | ϗूߒ18.0ϵຬಥʩdɗԱኽ˸ɨՇ٫ʘࢨ | |
off gain of approximately HK$18.0 million on the written back | ᕘЪ̈Пࠇj(i)ɚཧɚཧϋɤɚ˜ɧɤɓ | |
of the contingent consideration payable during the year ending | ˚ʘᏐ˹א್˾ᄆʮ̻࠽20.4ϵຬಥʩʿ(ii) | |
30th June 2021 which is estimated based on the difference | ͉ණྠఱLucky Famousൡத˕˹ʘձ༆˹ಛ | |
between (i) the fair value of the contingent consideration | 1.5ϵຬಥʩʿՉ˼൬͜f | |
payable at HK$20.4 million as at 31st December 2020 and (ii) the | ||
Settlement Payment of HK$1.5 million and other costs paid by | ||
the Group for the Lucky Famous Action. | ||
Please refer to the Company's announcement dated 1st February | Ϟᗫձ༆ᙄʘ༉ઋሗਞቡ͉ʮ̡˚ಂމɚ | |
2021 for the details of the Settlement Agreement. | ཧɚɓϋɚ˜ɓ˚ʘʮбf |
INTERIM DIVIDEND
No interim dividend was declared and paid by the Company for the Period (2019: Nil).
ʕಂٰࢹ
͉ʮ̡͉ಂගԨೌ܁ݼʿݼ˹ʕಂٰࢹ €ɚཧɓɘϋjೌf
MANAGEMENT DISCUSSION AND ANALYSIS
The Group's revenue of approximately HK$237.2 million for the Period was approximately HK$12.9 million or 5.8% higher than the same period last year. The Group recorded a net profit of approximately HK$47.8 million for the Period, representing an increase of approximately 9.6% as compared to the net profit of approximately HK$43.6 million for the same period last year.
၍ଣᄴীሞၾʱؓ
͉ණྠ͉ಂගʘϗूߒމ237.2ϵຬಥʩd ༰ɪϋΝಂᄣ̋ߒ12.9ϵຬಥʩא5.8%f͉ ණྠ͉ಂගଋ๐лߒ47.8ϵຬಥʩd ༰ɪϋΝಂଋ๐лߒ43.6ϵຬಥʩᄣ̋ߒ 9.6%f
Benefiting from the re-opening of cinemas in People's Republic of China (which excludes Hong Kong for the purpose of this report (the "PRC")) in July 2020, the Group's new blockbuster called "Shock Wave 2" ("װᅁਖ਼2") had been theatrically released in the PRC in late December 2020 and recorded a satisfactory performance during the Period, the films distribution an exhibition, licensing and sub-licensing of film rights segment continuously contributed substantially revenues and profit to the Group and outweighed the adverse impact of the outbreak of Coronavirus Disease 2019 ("COVID-19") on the Group's other segments during the Period. As a result, the Group's revenue and profit was steady during the Period as compared to the same period last year.
աɚཧɚཧϋɖ˜ʕശɛ͏ձ€˜ʕ ™dఱ͉జѓϾԊdʔܼ̍࠰ಥࠠකཥᅂ ৫d͉ණྠʘอርࢭམ˪˜װᅁਖ਼2™ʊɚ ཧɚཧϋɤɚ˜ֵίʕཥᅂ৫ɪ݈Ԩ͉ ಂගଣซڌତdཥᅂ೯Бʿ׳݈eબ̈ ʿᔷબཥᅂوᛆʱܵᚃމ͉ණྠ্ᘠɽ ʱϗूʿ๐лdתቖəอۨڿًषݭ€˜อۨڿ ًषݭ™ᖑ೯࿁͉ණྠՉ˼ʱ͉ಂගʘʔ лᅂᚤfΪϤd͉ණྠ͉ಂගʘϗूʿ๐ лၾɪϋΝಂˢၪܵᖢ֛f
Films distribution and exhibition, licensing and sub-licensing of film rights
The cinemas of the PRC which had been shut down in the wake of the outbreak of COVID-19 pandemic since late January 2020, resumed operation starting from mid-July 2020. A number of blockbusters had been theatrically released from late August 2020 and the total attendance of the cinemas in PRC was increasing during the Period. As a result, the China's film market gradually recovered from the COVID-19 pandemic in the second half of 2020.
ཥᅂ೯Бʿ׳݈eબ̈ʿᔷબ ཥᅂوᛆ
Іɚཧɚཧϋɓ˜ֵৎdʕཥᅂ৫Ϊᖑ೯ อۨڿًषݭޥઋϾᗫௐdԨІɚཧɚཧϋ ɖ˜ʕකܨూᐄ༶fɚཧɚཧϋɞ˜ֵ ৎεርࢭམ˪ʊཥᅂ৫ɪ݈dʕཥ ᅂ৫͉ಂගʘᐼɝఙɛϣ͵Ϟהᄣ̋fΪ Ϥdʕཥᅂ̹ఙɚཧɚཧϋɨ̒ϋန อۨڿًषݭޥઋʕూཀԸf
In late December 2020, the Group theatrically released a new blockbuster called "Shock Wave 2" ("װᅁਖ਼2") directed by Herman Yau (ړᓿᏹ) and starring Andy Lau (ᄎᅃശ), Sean Lau (ᄎڡථ) and Ni Ni (ࡎ) in the PRC and recorded a remarkable box office of approximately RMB1.3 billion, of which approximately RMB600 million was generated during the Period.
ɚཧɚཧϋɤɚ˜ֵd͉ණྠʕཥᅂ ৫ɪ݈Τމ˜װᅁਖ਼2™ʘอርࢭམ˪d༈ཥ ᅂ͟ړᓿᏹੂኬdစࡰܼ̍ᄎᅃശeᄎڡථ ʿࡎdԨߒɛ͏࿆13ᄂʩʘଣซୃג Չʕdߒɛ͏࿆6ᄂʩމ͉ಂගପ͛f
Films distribution and exhibition, licensing and sub-licensing of film rights (Continued)
Due to the satisfactory performance of the new film released during the Period, the Group recorded revenue from this business segment of approximately HK$201.6 million, representing an increase of approximately 4.6% as compared to approximately HK$192.8 million in the same period last year. It accounted for approximately 85.0% (2019: approximately 86.0%) of the Group's revenue during the Period. The Group recorded a segmental profit of approximately HK$58.3 million from this business segment for the Period, representing a decrease of approximately 7.0% as compared to the segment profit of approximately HK$62.7 million for the same period last year.
ཥᅂ೯Бʿ׳݈eબ̈ʿᔷબ ཥᅂوᛆ€ᚃ
͉͟ಂගɪ݈ʘอཥᅂڌତଣซd͉ණྠ ί༈ุਕʱϗूߒ201.6ϵຬಥʩd༰ ɪϋΝಂߒ192.8ϵຬಥʩᄣ̋ߒ4.6%fՉ Ц͉ණྠ͉ಂගϗूʘߒ85.0%€ɚཧɓɘ ϋjߒ86.0%f͉ණྠ͉ಂගί༈ุਕʱ ʱ๐лߒ58.3ϵຬಥʩd༰ɪϋΝಂ ʘʱ๐лߒ62.7ϵຬಥʩಯˇߒ7.0%f
Going forward, the Group continues to invest in original production of quality films in Hong Kong and China in response to the recovery of the film market in PRC. In particular, the Group invested a new film called "Flashover" ("ᜓ˂હ౪") directed by Oxide Pang (ుන) and starring Du Jiang ("ӁϪ"), Wang Qianyuan ("ˮɷ๕") and Tong Liya ("ᠬᘆẝ"), which is planning to release during the period ending 30th June 2022. In addition, the Group also plans to commence the shooting of another two blockbusters called "White Storm 3" ("ધݭ3") directed by Herman Yau (ړᓿᏹ) and starring Louis Koo (̚˂ ᆀ), Aaron Kwok (ெబ۬) and Sean Lau (ᄎڡථ) and "Shock Wave 3" ("װᅁਖ਼3") directed by Herman Yau (ړᓿᏹ) and starring Andy Lau (ᄎᅃശ) in coming years.
࢝ૐ͊Ըdᎇഹʕཥᅂ̹ఙూd͉ණྠ ึᘱᚃҳ༟࠰ಥʿʕٙᎴሯཥᅂࡡ௴Ъ ۜfˈՉ݊d͉ණྠҳ༟ɓΤމ˜ᜓ˂હ౪™ ʘอཥᅂd༈ཥᅂ͟ుනੂኬdစࡰܼ̍Ӂ Ϫeˮɷ๕ʿᠬᘆẝdԨࠇྌ࿚Їɚཧɚ ɚϋʬ˜ɧɤ˚˟ಂගɪ݈fϤ̮d͉ණྠ ͵ࠇྌ͊Ըᅰϋකשᙲ̤̮Շርࢭམ ˪dʱйމ͟ړᓿᏹੂኬԨ̚͟˂ᆀeெబ ۬ʿᄎڡථ˴စʘ˜ધݭ3™ʿ͟ړᓿᏹੂኬԨ ͟ᄎᅃശ˴စʘ˜װᅁਖ਼3™f
The Group will continue to closely monitor the challenging operating environment and review its business plan and strategy from time to time to seek for new opportunities to further expand our business of this segment.
͉ණྠਗ਼ᘱᚃʲءൖ̂တܿʘᐄ༶ᐑ ྤdԨʔࣛᏨীՉุਕࠇྌʿഄଫd˸రӋ อዚึආɓӉᓒ࢝Ϥʱʘุਕf
Trade, wholesale and retail of optical and watches products
The Group engaged in trading, wholesaling and retailing of optical products and watches products in Hong Kong and the PRC. Revenue from this business segment during the Period was approximately HK$27.0 million, representing an increase of approximately 12.5% as compared to approximately HK$24.0 million in the same period last year. It accounted for approximately 11.4% (2019: approximately 10.7%) of the Group's revenue during the Period. The increase in revenue of this business segment was mainly due to the increase of the revenue from the wholesales business during the Period.
ᗝʿᙒ፶ପۜ൱eҭ೯ʿ ཧਯ
͉ණྠ࠰ಥʿʕԫᗝʿᙒ፶ପۜ൱ eҭ೯ʿཧਯุਕf͉ಂගd༈ุਕʱ ପ͛ʘϗूߒމ27.0ϵຬಥʩd༰ɪϋΝ ಂߒ24.0ϵຬಥʩᄣ̋ߒ12.5%fՉЦ͉ණ ྠ͉ಂගϗूʘߒ11.4%€ɚཧɓɘϋjߒ 10.7%f༈ุਕʱϗूᄣ̋˴ࠅ͉݊͟ ಂගҭ೯ุਕϗूᄣ̋f
Segmental loss from this business segment during the Period was approximately HK$9.6 million, representing an increase of approximately 39.1% as compared to approximately HK$6.9 million in the same period last year. The increase in segmental loss is mainly due to the business and profit margin of the Group's watches and optical retail shops in Hong Kong and the PRC was negatively affected by the outbreak of the COVID-19 epidemic and the control measures imposed by the PRC and Hong Kong government during the Period. To mitigate the negative financial impact under the unprecedented challenging operational environment, we have imposed cost saving measures during the Period including negotiation with landlords for temporary rental relief and reduction of the shop's operation hours to cope with the decrease in business activities as a result of social distancing measures imposed by the government. Staff costs were reduced through reduction of headcount, no pay leave arrangement and the clearance of the annual leave of the staff. However, the savings from our cost control works could not completely offset the negative impact of COVID-19 pandemic during the Period. In addition, taking into account the combined effect of the COVID-19 pandemic and the expected slow recovery from current market conditions, the Group recorded an impairment of the right-of-use assets of its retail shops and provision of the inventory of approximately HK$3.1 million (2019: Nil) and approximately HK$1.7 million (2019: Nil) respectively during the Period. As a result, the segmental loss of the Group's optical and watch business increased significantly during the Period as compared to the same period in last year.
༈ุਕʱ͉ಂගʘʱᑦฦߒމ9.6ϵ ຬಥʩd༰ɪϋΝಂߒ6.9ϵຬಥʩᄣ̋ߒ 39.1%fʱᑦฦᄣ̋ɗ˴ࠅ͉͟ಂගᖑ ೯อۨڿًषݭޥઋ˸ʿʕʿ࠰ಥִ݁ྼ ݄ʘછՓણ݄࿁͉ණྠ࠰ಥʿʕʘᙒ፶ ʿᗝཧਯֳʘุਕʿᗙყлᆗிϓࠋࠦᅂ ᚤfࠦ࿁ۃה͊Ϟʿ̂တܿٙᐄᐑྤd މࠥЭʔлৌਕᅂᚤdҢࡁ͉ಂගྼ݄ື ϓ͉ણ݄dܼ̍ၾุ˴ආБᆻਠ˸ᐏᑗ ࣛॡږᄱеdΝִࣛ݁͟ྼ݄ٟʹ൷ᕎણ ݄dኬߧุਕݺਗಯˇdΪϾᐵəਠֳٙ ᐄุࣛගdԨீཀࡰeೌᑚ;τરʿࡰ ʈഐϋԸࠥЭࡰʈϓ͉f್Ͼdϓ͉છ ՓʈЪהືʘϓ͉͊ঐҁΌתቖอۨڿً षݭޥઋ͉ಂගʘࠋࠦᅂᚤfϤ̮dϽᅇ ՑอۨڿًषݭޥઋʘၝΥᅂᚤʿཫಂۃ ̹رూᇠ࿔d͉ණྠ͉ಂගՉཧਯ ֳʘԴ͜ᛆ༟ପಯ࠽ʿπᅡ௪ʱйߒ3.1ϵ ຬಥʩ€ɚཧɓɘϋjೌʿߒ1.7ϵຬಥʩ€ɚ ཧɓɘϋjೌfΪϤd͉ණྠ͉ಂගᗝʿ ᙒ፶ุਕʘʱᑦฦ༰ɪϋΝಂɽషᄣ̋f
Trade, wholesale and retail of optical and watches products (Continued)
The Group will continue to adopt cost control measures, closely monitoring the market situation and timely adjusting the business strategies in view of the development of the COVID-19 pandemic.
ᗝʿᙒ፶ପۜ൱eҭ೯ʿ ཧਯ€ᚃ
͉ණྠਗ਼ᘱᚃમ՟ϓ͉છՓણ݄eʲ္࿀ ̹رԨΪᏐอۨڿًषݭޥઋ೯࢝ʿࣛሜ ุਕഄଫf
Trading Securities
As at 31st December 2020, the Group's trading securities amounted to approximately HK$7.5 million (30th June 2020: approximately HK$3.3 million) which accounted for approximately 0.9% (30th June 2020: approximately 0.5%) of the Group's unaudited consolidated total assets as at 31st December 2020.
ʹᗇՎ
ɚཧɚཧϋɤɚ˜ɧɤɓ˚d͉ණྠʘʹ ᗇՎߒ7.5 ϵຬಥʩ€ɚཧɚཧϋʬ˜ɧɤ ˚jߒ3.3 ϵຬಥʩЦ͉ණྠɚཧɚཧϋ ɤɚ˜ɧɤɓ˚ʘ͊ᄲࣨၝΥ༟ପᐼ࠽ߒ 0.9%€ɚཧɚཧϋʬ˜ɧɤ˚jߒ0.5%f
The Group's portfolio of trading securities comprised 4 (30th June 2020: 3) equity securities listed in Hong Kong and engaged in money lending, solar energy, healthcare and utilities industries.
͉ණྠʘʹᗇՎଡ଼Υܼ̍4 ධ€ɚཧɚཧϋ ʬ˜ɧɤ˚j3 ධ࠰ಥɪ̹Ԩऒʿ׳൲e ˄ජঐeᔼᐕڭʿʮԫุБุʘٰ͉ᗇ Վf
The Group recorded a fair value loss arising from the change in fair value of trading securities of approximately HK$0.8 million (2019: approximately HK$Nil) for the Period. Such loss was mainly attributable to the poor performance of certain investments during the Period. As a result, the overall segment loss of the securities investment segment was approximately HK$547,000 (2019: approximately HK$78,000) during the Period.
͉ණྠ͉ಂගʹᗇՎʮ̻࠽ᜊਗϾ ପ͛ʘʮ̻࠽ᑦฦߒ0.8 ϵຬಥʩ€ɚཧɓɘ ϋjߒཧಥʩf༈ᑦฦ˴ࠅ͉݊͟ಂග߰ ʍҳ༟ڌତ˞ԳהߧfΪϤd͉ಂගᗇՎ ҳ༟ʱʘʱᑦฦߒމ547,000ಥʩ€ɚ ཧɓɘϋjߒ78,000ಥʩf
COVID-19 epidemic has posted unprecedented challenges to worldwide economy. Taking into account the recent development on the possible availability of vaccine, the pandemic situation is hopefully to be recovered and the investment market will gradually restore to normal. Looking forward, the Group will continue to actively seek investment opportunities to reduce the risk and achieve a stable return to the Group under the current market circumstance.
อۨڿًषݭޥઋމΌଢ੭Ըۃה͊Ϟ ٙܿfϽᅇՑ௰ڐϞऊࢹܸ̙ঐᐏޥߴ ટ၇dޥઋ̙ૐಯৗdҳ༟̹ఙਗ਼Ӊܨూ ͍੬f࢝ૐ͊Ըd͉ණྠਗ਼ᘱᚃጐరӋҳ ༟ዚึd˸ίۃ̹رɨࠥЭࠬᎈʿމ͉ණ ྠྼତᖢ֛Ϋజf
MANAGEMENT DISCUSSION AND | ၍ଣᄴীሞၾʱؓ€ᚃ |
ANALYSIS (Continued) | |
Other financial assets | Չ˼ږፄ༟ପ |
Below is a table setting out the list of the material other | ɨڌމɚཧɚཧϋɤɚ˜ɧɤɓ˚͉ණྠ |
financial assets held by the Group as at 31st December 2020: | הܵʘՉ˼ࠠɽږፄ༟ପΐڌj |
Percentage to |
Percentage of total issued share capital of the investee
Name of investee company
ҳ༟ʮ̡Τ၈
Number of company as atPercentage to Percentage toFair value as atthe Group's total assets as atthe Group's net assets as atthe Group's total other financial assets as at
Change inPlace of Notes incorporationshares held 31st December 31st December 31st December 31st December 31st December fair value forby the Group
2020
2020
2020
2020
Цҳ༟ʮ̡ ɚཧɚཧϋ ɤɚ˜ɧɤɓ˚
Ц͉ණྠ ɚཧɚཧϋ
Ц͉ණྠ
ɚཧɚཧϋ
ɚཧɚཧϋ ɤɚ˜ɧɤɓ˚
͉ණྠ הٰܵ΅ᅰͦ
ʊ೯Бٰ͉ ɤɚ˜ɧɤɓ˚ ɤɚ˜ɧɤɓ˚ ɤɚ˜ɧɤɓ˚
ڝൗ ൗ̅ϓͭήᓃ
ᐼᅰʘϵʱˢ
ʘʮ̻࠽ ᐼ༟ପʘϵʱˢ ଋ༟ପʘϵʱˢ
2020
the PeriodReturn of invested capital
Dividend income for the Period
Ц͉ණྠ ɚཧɚཧϋ
Չ˼ږፄ༟ପ ͉ಂග ҳ༟ ͉ಂග ᐼᕘʘϵʱˢ ʮ̻࠽ᜊਗ ༟͉Ϋజ ٰࢹϗɝ
(approximately (approximately (approximately (approximately (approximately (approximately (approximately (approximately
%)HK$'000)
€฿ߒ% €฿ߒɷಥʩ
%) €฿ߒ%
%) €฿ߒ%
%) HK$'000) HK$'000) HK$'000) €฿ߒ% €฿ߒɷಥʩ €฿ߒɷಥʩ €฿ߒɷಥʩ
Cassia Investment Limited Partnership II
1 Cayman Islands කਟ໊ࢥ
N/A ʔቇ͜
N/A ʔቇ͜
1,079
0.1
0.3
8.6
(271)
-
-
Promising Social Media Private Equity Fund
2 Cayman Islands කਟ໊ࢥ
1,982.215
21.08
322 less than 0.1
0.1
2.6
-
-
-
ˇ0.1
Derivative financial instruments 㠘͛ږፄʈՈ
2 N/A
N/A
N/A
11,125
1.4
2.8
88.8
-
-
-
ʔቇ͜
ʔቇ͜
ʔቇ͜
12,526
1.5
3.2
100.0
(271)
-
-
MANAGEMENT DISCUSSION AND | ၍ଣᄴীሞၾʱؓ€ᚃ |
ANALYSIS (Continued) | |
Other financial assets (Continued) | Չ˼ږፄ༟ପ€ᚃ |
Notes: | ڝൗj |
1. Cassia Investment Limited Partnership II ("Cassia II") is an exempted limited partnership established in accordance with the Exempted Limited Partnership Law of Cayman Islands offering limited partnership interests for the purpose of obtaining capital appreciation through making private equity investments mainly in the consumer sector across Greater China and South East Asia, as well as in non-Asian enterprises that have a strong exposure to Asian consumers market. Cassia II intends to target companies that it believes will benefit from the growing disposable income of the Asian middle class and can capture the behavioural consumer trends that follow such growing household wealth and structured equity transactions primarily in Greater China, Thailand, Indonesia, Vietnam and the Philippines.
1. Cassia Investment Limited Partnership II €˜Cassia II ™މ࣬ኽකਟ໊ࢥᒀеϞࠢப ΥྫԫุجϓͭʘᐏᒀеϞࠢΥྫԫุdϞ ᗫٙϞࠢΥྫᛆू˴ࠅீཀ࿁ίɽʕശʿ؇ یԭήਜऊ൬Бุ˸ʿԭݲऊ൬̹ఙኹϞ ɽඎุਕٙڢԭݲήਜΆุආБӷٰ͉ҳ ༟˸ᐏ༟͉ᄣ࠽fCassia IIᏝҳ༟ՉႩ މਗ਼ԭݲʕପචᄴ̙˕ৣϗɝ˚ूᄣڗʕ աूʿ̙Ҫᎇഹɪࠑࢬৌబᄣڗה੭Ը ٙऊ൬ᒈැʘʮ̡d˸ʿ˴ࠅЗɽʕശe इeΙ̵e൳یʿിܛႷٙഐٰᛆʹ f
2. Promising Social Media Private Equity Fund (the "PSM Fund") is a close-ended investment fund incorporated in the Cayman Islands on 5th February 2014 under the laws of the Cayman Islands as an exempted company with limited liability. The PSM Fund is not a regulated mutual fund for the purposes of the Mutual Funds Law (Revised) of the Cayman Islands. The principal investment objective of the PSM Fund is to maximize capital growth through investing businesses which are engaged in or derive a significant proportion of their income from the field of social media. The PSM Fund commenced operation on 29th April 2015. Weluck Development Limited ("Weluck"), a wholly owned subsidiary of the Company first invested in the PSM Fund in April 2015 and subscribed a total of 1,982.215 class A shares of the PSM Fund (the "PSM Shares") with a total investment cost of approximately HK$19.5 million. The manager of the Fund (the "Fund Manager") had been delegated authority to manage the Fund.
2. Promising Social Media Private Equity Fund €˜PSMਿږ™݊ɚཧɓ̬ϋɚ˜ʞ˚࣬ኽ කਟ໊ࢥجܛίකਟ໊ࢥൗ̅ϓͭٙ܆ௐό ҳ༟ਿږ€ЪމᐏᒀеϞࠢʮ̡fఱකਟ໊ ࢥΝਿږج€ࡌࠈ͉ϾԊdPSMਿږԨڢ ա၍ٙΝਿږfPSMਿږٙ˴ࠅҳ༟ͦ ᅺ݊ீཀҳ༟ԫٟʹదჯਹאɽʱϗ ɝԸІٟʹదჯਹุٙਕԴ༟͉ᄣڗ௰ɽ ʷfPSMਿږɚཧɓʞϋ̬˜ɚɤɘ˚ක ᐄ༶f͑ঐ೯࢝Ϟࠢʮ̡€˜͑ঐ™d͉ʮ̡ Ό༟ڝ᙮ʮ̡ɚཧɓʞϋ̬˜ϣҳ༟ PSMਿږʿႩᒅPSMਿږ1,982.215ٰAᗳ ٰ€˜PSMٰ΅™dҳ༟ᐼϓ͉ߒމ19.5ϵຬ ಥʩf༈ਿږʘଣ€˜ਿږଣ™ʊᐏબᛆ ၍ଣ༈ਿږf
MANAGEMENT DISCUSSION AND | ၍ଣᄴীሞၾʱؓ€ᚃ |
ANALYSIS (Continued) | |
Other financial assets (Continued) | Չ˼ږፄ༟ପ€ᚃ |
Notes: (Continued) | ڝൗj€ᚃ |
2.
(Continued) | 2. | €ᚃ |
Since the subscription of the PSM Shares by Weluck, the fair | І͑ঐႩᒅPSMٰ΅˸ԸdPSMਿږʘʮ̻ | |
value of the PSM Fund significantly decreased because of the | ࠽ᜑഹɨࠥdࡡΪ݊PSMਿږڌତ˞Գf༐ | |
under performance of the PSM Fund. As informed by the Fund | νਿږଣɚཧɓɞϋɤɚ˜הٝึdᛡ | |
Manager in December 2018, in view of the real litigation risks | ఖᔎਿږଣછٰʮ̡ʘॆྼൡதࠬᎈʿ | |
and regulatory risks surrounding the Fund Manager's holding | ္၍ࠬᎈ˸ʿԫྼɪᗫҳ༟͍ᑦฦd | |
company and the fact that the underlying investment was loss | ਿږଣӔ֛ܲɽషЭҳ༟ϓ͉ᄆࣸ̈ਯ | |
making, the Fund Manager decided to divest the underlying | PSMਿږܵϞʘᗫҳ༟fϤ̮dਿږଣ | |
investment held by the PSM Fund at a price significantly below | ʘΝӻڝ᙮ʮ̡€˜൯˙™d͉ණྠʘዹͭୋɧ | |
the its investment cost. In addition, a fellow subsidiary of the | ˙Νจ̈Ϟૢࠅߒ€˜ࠅߒ™˸Ϋᒅ͑ঐ | |
Fund Manager (the "Purchaser" and is an independent third | ܵϞʘPSMٰ΅d˾ᄆߒމ17.8ϵຬಥʩd | |
party of the Group) agreed to provide conditional offer ("Offer") | ɗਞϽ͑ঐʱЦɚཧɓɖϋɤɚ˜ɧɤɓ | |
to buy-back the PSM Shares held by Weluck at a consideration of | ˚௰ڐ̙ʘPSMਿږᄲࣨ༟ପଋ࠽f | |
approximately HK$17.8 million by reference to Weluck's sharing | ||
of latest available audited net asset of the PSM Fund as at 31st | ||
December 2017. | ||
On 1st March 2019, Weluck accepted the Offer to dispose the | ɚཧɓɘϋɧ˜ɓ˚d͑ঐટաࠅߒd˸ | |
PSM Shares at a consideration of approximately HK$17.8 million | ˾ᄆߒ17.8ϵຬಥʩ̈ਯPSMٰ΅€˜̈ਯԫ | |
(the "Disposal"). The Purchaser shall settle the consideration | ධ™f൯˙ʱಂܲ34ࡈ˜˸ତږ˕˹̈ਯ | |
of the Disposal to Weluck in cash by 34 monthly instalments, | ԫධʘ˾ᄆʚ͑ঐdՉʕ(i)ߒ1,483,000ಥʩ | |
whereby (i) approximately HK$1,483,000 shall be paid on or | ɚཧɓɘϋɧ˜ɚɤɘ˚אʘۃ˕˹ʿ | |
before 29th March 2019 and (ii) approximately HK$494,000 on | (ii)ߒ 494,000ಥʩ͟ɚཧɓɘϋ̬˜Їɚ | |
or before the last business day of each consecutive month from | ཧɚɓϋɤɚ˜˜ʘ௰ܝᐄุ˚אʘۃ | |
April 2019 to December 2021. Completion of the Disposal is | ˕˹f൯˙࣬ኽɪࠑࣛගڌᅰ˕˹̈ਯ | |
conditional upon the Purchaser having paid the consideration of | ԫධʘ˾ᄆʚ͑ঐܝd̈ਯԫධʑѓҁϓf | |
the Disposal to Weluck in full in accordance with the schedule | PSMٰ΅ਗ਼͑ঐᅰϗՑ̈ਯԫධʘ˾ᄆ | |
described above. The PSM Shares will be transferred to the | ܝᔷᜫʚ൯˙fԫႩމdϞᗫτરϓɓ | |
Purchaser on receipt of the consideration of the Disposal in full | ΅ࠃ͛Υߒd˸˚ܝܲո֛˾ᄆ̈ਯPSM | |
by Weluck. In the opinion of the Directors, the arrangement | ٰ΅d݂ᏐᆽႩމࠃ͛ږፄʈՈ€˜ࠃ͛ږፄ | |
constitute a derivatives contract to dispose the PSM Shares at | ʈՈ™f࣬ኽၾ͉ණྠ฿ೌᗫஹٙዹͭਖ਼ุ | |
a fixed consideration in the future and should be recognized as | П࠽ࢪ೯ڌุٙਕП࠽జѓdࠃ͛ږፄʈՈ | |
a derivative financial instrument ("DFI"). Based on the business | ɚཧɓɘϋɧ˜ٙʮ̻࠽ߒމ15.5ϵຬಥ | |
valuation report issued by an independent professional valuer | ʩfࠃ͛ږፄʈՈٙʮ̻࠽ਗ਼ɚཧɓɘϋ | |
which was not connected with the Group, the fair value of | ɧ˜Їɚཧɚɓϋɤɚ˜ܲࣛගˢԷ͉ණ | |
the DFI was approximately HK$15.5 million in March 2019. | ྠၝΥΌࠦϗूڌʕᆽႩމϗूʿ͉ණྠ | |
The fair value of the DFI would be recognised as a gain in the | ၝΥ༟ପࠋවڌʕᆽႩމՉ˼ږፄ༟ପf | |
consolidated statement of comprehensive income of the Group | ||
and recognized as the other financial assets on the consolidated | ||
balance sheet of the Group over the time proportionally from | ||
March 2019 to December 2021. |
Leasing of investment properties
The rental income from leasing of investment properties remained stable during the Period. The Group recorded rental income of approximately HK$0.6 million (2019: approximately HK$0.6 million) during the Period.
̈ॡҳ༟يุ
͉ಂගʫd̈ॡҳ༟يุʘॡږϗɝڭܵ ᖢ֛f͉ණྠ͉ಂගʫॡږϗɝߒ0.6 ϵຬಥʩ€ɚཧɓɘϋjߒ0.6ϵຬಥʩf
The segment profit of this business segment was approximately HK$370,000 (2019: approximately HK$447,000) during the Period.
͉ಂගʫd༈ุਕʱʘʱ๐лߒމ 370,000ಥʩ€ɚཧɓɘϋjߒ447,000ಥʩf
Money lending business
As at 31st December 2020, the Group had loans receivable of approximately HK$747,000 arising from money lending business, (as at 30th June 2020: approximately HK$1.5 million) and recognised interest income of approximately HK$569,000 (2019: approximately HK$4.1 million). It accounted for
׳൲ุਕ
ɚཧɚཧϋɤɚ˜ɧɤɓ˚d͉ණྠ׳൲ ุਕʘᏐϗ൲ಛߒމ747,000 ಥʩ€ɚཧɚ ཧϋʬ˜ɧɤ˚jߒ1.5ϵຬಥʩʿᆽႩлࢹ ϗɝߒ569,000ಥ ʩ€ɚ ཧ ɓ ɘ ϋ j ߒ4.1ϵຬ ಥʩfՉЦ͉ණྠ͉ಂගʫϗूʘߒ0.2%
approximately 0.2% (2019: approximately 1.8%) of the Group's €ɚཧɓɘϋjߒ1.8%f revenue during the Period.
The segment profit of this business segment was approximately HK$138,000 during the Period while the Group recorded a segment loss of approximately HK$8.6 million for the same period last year. The decrease in segmental loss was mainly attributable to an decrease in expected credit loss allowance during the Period.
͉ಂගʫd༈ุਕʱʘʱ๐лߒމ 138,000ಥʩdϾ͉ණྠɪϋΝಂۆʱ ᑦฦߒ8.6ϵຬಥʩfʱᑦฦಯˇɗ˴ࠅ ͉͟ಂගʫཫಂڦ൲ᑦฦᅡ௪ಯˇהߧf
Due to the unfavourable economic situation and the highly competitive business environment in Hong Kong, the Group will take a cautions approach to grant new loans in the coming year.
ᛡ࠰ಥًرʔԳʿุਕᐑྤᘩنዧ डd͉ණྠਗ਼͊Ըɓϋίબ̈อ൲ಛ˙ࠦ મ՟ᄲฐ࿒ܓf
Entertainment business
This segment primarily relates to the artiste and model management and organisation of concerts. Revenue from this business segment during the Period was approximately HK$7,000, representing a decrease of approximately 92.6% as compared to approximately HK$95,000 in the same period last year. Due to the outbreak of COVID-19 epidemic during the Period, the Group did not invest in any concerts held during the Period (2019: Nil) and therefore the turnover decreased to almost zero during the Period. Segmental loss of approximately of HK$177,000 was recorded during the Period (2019: segmental loss of approximately HK$618,000). The decrease in segmental loss from this segment was due to the cost control measures taken during the Period.
࢈ᆀุਕ
༈ʱ˴ࠅၾᖵɛʿᅼतՅ၍ଣ˸ʿଡ଼ᔌࠪ ᆀึϞᗫf͉ಂගd༈ุਕʱପ͛ʘϗ ूމߒ7,000ಥʩd༰ɪϋΝಂߒ95,000ಥʩ ಯˇߒ92.6%f͉͟ಂගʫᖑ೯อۨڿًष ݭޥઋd͉ණྠԨೌҳ༟͉ಂගʫᑘБʘ Оစਨึ€ɚཧɓɘϋjೌʿΪϤ͉ಂගʘ ᐄุᕘಯˇЇڐ˷ཧf͉ಂගdʱ ᑦฦߒ177,000ಥʩ€ɚཧɓɘϋjʱᑦฦߒ 618,000ಥʩf༈ʱᑦฦಯˇɗ͉͟ಂග ʫྼ݄ϓ͉છՓણ݄הߧf
Financial Printing
The Group engaged in the business of financial printing services to provide the services of type-setting, translation, printing, design, distribution of financial print products and other related services to the financial sectors in Hong Kong through Formex Financial Press Limited, a wholly-owned subsidiary of the Company.
ৌΙՏ
͉ණྠԫৌΙՏਕุਕdீཀ͉ʮ̡ ʘΌ༟ڝ᙮ʮ̡˙ৃৌΙՏϞࠢʮ̡d ԶৌΙՏପۜʘરوeᔕᙇeΙՏeண ࠇeʱݼਕʿՉ˼ᗫਕʚ࠰ಥৌ ޢf
During the Period, the Group recorded turnover and segmental loss of approximately HK$7.5 million (2019: approximately HK$2.7 million) and approximately HK$301,000 (2019: approximately HK$3.4 million) respectively in this segment. It accounts for approximately 3.1% (2019: approximately 1.2%) of the Group's revenue during the Period. Revenue from this business segment increased by approximately 177.8% during the Period as compared to that of the same period of last year, which was mainly attributable to the increase of our client's base of listed companies in Hong Kong. Segmental loss reduced significantly by approximately 91.2% which is mainly due to the substantial increase of the revenue during the Period.
͉ಂගd͉ණྠϤʱᐄุᕘʿʱ ᑦฦʱйߒ7.5 ϵຬಥʩ€ɚཧɓɘϋjߒ 2.7ϵຬಥʩʿߒ301,000ಥʩ€ɚཧɓɘϋj ߒ3.4ϵຬಥʩfՉ͉ಂගЦ͉ණྠϗूߒ 3.1%€ɚཧɓɘϋjߒ1.2%f͉ಂගd༈ ุਕʱʘϗू༰ɪϋΝಂᄣ̋ߒ177.8%d ˴ࠅ͟࠰ಥɪ̹ʮ̡ʘ܄˒ਿᓾᓒɽה ߧfʱᑦฦɽషಯˇߒ91.2%d˴ࠅ͉͟ ಂගϗूɽషᄣ̋הߧf
Hong Kong initial public offering market is expected to be strong and active in 2021, including a number of high profile secondary and biotech listings which will foster the demand for financial printing services in Hong Kong. We expect our revenue of this segment will continue to grow and the future prospect of our financial printing business is positive.
ཫಂɚཧɚɓϋ࠰ಥϣʮකםٰ̹ఙݺᚔ ੶ۊdܼ̍ε৳ɽۨୋɚʿ͛ي߅Ҧٰɪ ̹dਗ਼ڮආ࠰ಥ࿁ৌΙՏਕʘცӋfҢ ࡁཫಂ༈ʱʘϗूਗ਼ᘱᚃᄣڗdϾৌΙ Տุਕʘ͊Ըۃ౻ᆀᝈf
Discontinued operation - Securities brokerage and margin financing
The Company engaged in securities brokerage and margin financing business through its wholly owned subsidiary China Jianxin Financial Services Limited ("China Jianxin"). China Jianxin is a company licensed under the Securities and Future Ordinance to carry out Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activities, the principal activities of which are provision of brokerage services and securities margin financing to clients during the year ended 30th June 2018. The Group ceased the securities brokerage and margin financing business on 30th June 2018 and the details of the cessation are set out in the Company's announcement dated 17th May 2018.
ʊ˟ᐄุਕ - ᗇՎߏʿ ៜ࢝ፄ༟
͉ʮ̡ீཀΌ༟ڝ᙮ʮ̡ʕܔڦږፄਕ Ϟࠢʮ̡€˜ʕܔڦ™ԫᗇՎߏʿៜ࢝ፄ ༟ุਕfʕܔڦމɓග࣬ኽᗇՎʿಂૢ Էԫୋ1ᗳ€ᗇՎʹʿୋ4ᗳ€ఱᗇՎԶ จԈա၍ݺਗٙܵʮ̡dՉ࿚Їɚཧɓ ɞϋʬ˜ɧɤ˚˟ϋܓٙ˴ࠅุਕމΣ܄˒ ԶߏਕʿᗇՎៜ࢝ፄ༟f͉ණྠɚ ཧɓɞϋʬ˜ɧɤ˚˟ᗇՎߏʿៜ࢝ፄ ༟ุਕdϞᗫ༉ઋ༱͉ʮ̡˚ಂމɚཧɓ ɞϋʞ˜ɤɖ˚ʘʮбf
The Group recorded the loss before tax from the discontinued securities and brokerage and margin financing business of approximately HK$82,000 (2019: profit before tax of approximately HK$935,000) during the Period. For the six months period ended 31st December 2019, profit from this segment was mainly from the recovery of certain bad and doubtful debt and no such gain was recorded during the Period.
͉ණྠʘʊ˟ᗇՎʿߏุਕ͉ಂග ৰۃᑦฦߒ82,000ಥʩ€ɚཧɓɘϋjৰ ۃ๐лߒ935,000ಥʩf࿚Їɚཧɓɘϋɤ ɚ˜ɧɤɓ˚˟ʬࡈ˜d༈ʱʘ๐л˴ࠅ ԸІϗΫ߰ʍьᕸሪd˲͉ಂගԨೌϞ ᗫϗूf
Geographical contribution
In terms of geographical contribution, overseas markets accounted for approximately 88% (2019: approximately 86%) of the Group's revenue during the Period.
ήਜ্ᘠ
ఱήਜ্ᘠϾԊdऎ̮̹ఙЦ͉ණྠ͉ಂ ගʘϗूߒ88%€ɚཧɓɘϋjߒ86%f
Selling expenses
Selling expenses for the Period increased by approximately 34.4% to approximately HK$8.2 million as compared to approximately HK$6.1 million in the same period last year. The increase in selling expenses was mainly due to the increase in selling activities with the aim to increase the turnover of the Group during the Period.
ቖਯ൬͜
͉ಂගቖਯ൬͜༰ɪϋΝಂʘߒ6.1ϵຬಥʩ ᄣ̋ߒ34.4%Їߒ8.2ϵຬಥʩfቖਯ൬͜ᄣ ̋˴ࠅ͉݊͟ණྠ͉ಂගʘቖਯݺਗᄣ ̋˸Դᐄุᕘᄣ̋הߧf
Administrative expenses
Administrative expenses for the Period decreased by approximately 25.5% to approximately HK$32.4 million as compared to approximately HK$43.5 million in the same period last year. The decrease in administrative expenses was mainly due to the decrease in directors and staff bonus and the cost control measures taken during the Period.
Б݁൬͜
͉ಂගʫʘБ݁൬͜͟ɪϋΝಂٙߒ43.5ϵຬ ಥʩಯˇߒ25.5%Їߒ32.4ϵຬಥʩfБ݁൬ ͜ಯˇ˴ࠅ͉݊͟ಂගԫʿࡰʈڀߎಯ ˇʿྼ݄ϓ͉છՓણ݄הߧf
Update on the adjustment to the consideration of AP Group Investment Holdings Limited
On 12th October 2015, Fragrant River Entertainment Culture
ሜฌܳණྠછٰϞࠢʮ̡˾ᄆ ٙ௰อऊࢹ
ɚཧɓʞϋɤ˜ɤɚ˚d࠰Ϫ࢈ᆀ˖ʷ
(Holdings) Limited ("Fragrant River"), a wholly owned subsidiary €છٰϞࠢʮ̡€˜࠰Ϫ™d͉ʮ̡Ό༟ڝ᙮ʮ
of the Company entered into a sale and purchase agreement ("AP Acquisition Agreement") with two independent third party
̡ၾՇΤዹͭୋɧ˙ር˙Very Easy Limited €˜Very Easy™ʿCity Link Consultancy Limitedvendors, namely Very Easy Limited ("Very Easy") and City €˜City Link™ʿ־ഃІٙ௰ྼूኹϞɛ
Link Consultancy Limited ("City Link"), and their respective ultimate beneficial owners, namely Mr. Chan Sze Long ("Mr. Chan") and Ms. Lim Wah Elsa ("Ms. Lim"), as guarantors to acquire 51% equity interest of AP Group Investment Holdings Limited ("AP Group") at a consideration of HK$20,400,000 (subject to downward adjustment in respect of the guaranteed profit as described in the AP Acquisition Agreement) (the "AP Acquisition"). AP Group and its subsidiaries were principally engaged in the provision of education and training programs in relation to self-improvement and self-enhancement in Hong Kong and the PRC. The AP Acquisition was completed on 14th December 2015.
ܠࣦ͛€˜͛™ʿ؍ዏɾɻ€˜؍ɾɻ™€Ъ މዄڭɛࠈͭ൯ርᙄ€˜ฌܳϗᒅᙄ™d ˸ϗᒅฌܳණྠછٰϞࠢʮ̡€˜ฌܳණྠ™ 51%ٰᛆd˾ᄆމ20,400,000ಥʩ€̙ఱฌܳ ϗᒅᙄהࠑʘڭᗇ๐лΣɨሜ€˜ฌܳϗ ᒅԫධ™fฌܳණྠʿՉڝ᙮ʮ̡˴ࠅ࠰ಥ ʿʕԫԶϞᗫІҢҁഛʿІҢʺٙ ԃʿධͦfฌܳϗᒅԫධʊɚཧɓ ʞϋɤɚ˜ɤ̬˚ҁϓf
On 13th June 2016, (i) Fragrant River as the vendor and the Company as the guarantor of Fragrant River; and (ii) Lucky Famous, an independent third party entered into a disposal agreement (the "AP Disposal Agreement") pursuant to which Fragrant River sold to Lucky Famous the 51% of the equity
ɚཧɓʬϋʬ˜ɤɧ˚d(i) ࠰Ϫ€Ъމር ˙ʿ ͉ ʮ ̡€Ъ މ ࠰ Ϫ ዄ ڭ ɛi ʿ(ii)ዹͭୋ ɧ˙Lucky Famousࠈͭ̈ਯᙄ€˜ฌܳ̈ਯ ᙄ™dኽϤd࠰ϪΣLucky Famous̈ਯฌ ܳණྠ 51%ʘٰᛆd˾ᄆމ20,400,000ಥʩ
interest of AP Group at the consideration of HK$20,400,000 €˜˾ᄆ™€̙ܲɨ˖הࠑΣɨሜ€˜ฌܳ̈ਯ
(the "Consideration") subject to downward adjustments as described below (the "AP Disposal"). The amount of the Consideration was the same as the consideration for the AP Acquisition. Completion of the AP Disposal took place on 1st July 2016.
ԫධ™f˾ᄆږᕘၾฌܳϗᒅԫධʘ˾ᄆ Νfฌܳ̈ਯԫධʊɚཧɓʬϋɖ˜ɓ˚ ҁϓf
Under the AP Disposal Agreement, in the event that the audited consolidated profit after tax of the AP Group attributable to owners of the AP Group for the period from 1st January 2016 to 31st December 2017 ("FY 2016 & 2017") (which would only include income or gain generated by activities in the ordinary and usual course of business of AP Group and its subsidiaries) (the "FY 2016 & 2017 Net Profit") is less than HK$16,000,000, the Group should pay to Lucky Famous (or to its order) the Adjustment Amount (as defined below) in cash within fourteen (14) days after the audited consolidated financial statements of AP Group for the period of FY 2016 & 2017 ("FY 2016 & 2017 Audited Accounts") are available.
࣬ኽฌܳ̈ਯᙄdࡊІɚཧɓʬϋɓ˜ɓ ˚ৎЇɚཧɓɖϋɤɚ˜ɧɤɓ˚˟ಂග€˜ɚ ཧɓʬʿɚཧɓɖৌϋ™dฌܳණྠኹϞɛᏐ ЦฌܳණྠᄲࣨၝΥৰܝ๐л€༈๐лਗ਼ සܼ̍ฌܳණྠʿՉڝ᙮ʮ̡ɓছʿ˚੬ ุਕཀʕʘݺਗପ͛ٙϗɝאϗू€˜ɚཧ ɓʬʿɚཧɓɖৌϋଋ๐л™ˇ16,000,000 ಥʩd͉ණྠᏐίฌܳණྠ̊೯ɚཧɓʬʿ ɚཧɓɖৌϋಂගٙᄲࣨၝΥৌਕజڌ€˜ɚ ཧɓʬʿɚཧɓɖৌϋᄲࣨሪͦ™ܝɤ̬ (14)˚ʫΣLucky Famou€s א࣬ኽՉܸ˿˸ତ ږ˙ό˕˹ሜږᕘ€່֛Ԉɨ˖f
Update on the adjustment to the consideration of AP Group Investment Holdings Limited (Continued)
The adjustment amount under the AP Disposal Agreement (the "Adjustment Amount") will be determined in accordance with the formula set out below:
ሜฌܳණྠછٰϞࠢʮ̡˾ᄆ ٙ௰อऊࢹ€ᚃ
ฌܳ̈ਯᙄٙሜږᕘ€˜ሜږᕘ™ਗ਼࣬ኽ ˸ɨʮόᔾ֛j
A = HK$20,400,000.00 - (NP/2) x 5 x 51%
A = 20,400,000.00ಥʩ - (NP/2) x 5 x 51%Where:
Չʕj
"A" means the amount of Adjustment Amount in HK$; and ˜A™ܸሜږᕘ€ಥʩiʿ˜NP™ܸɚཧɓʬʿ
"NP" means the FY 2016 & 2017 Net Profit. Where the FY 2016 & 2017 Net Profit is a negative figure, "NP" shall be deemed to be zero.
ɚཧɓɖৌϋଋ๐лfࡊɚཧɓʬʿɚཧɓ ɖৌϋଋ๐лމࠋᅰdۆ˜NP™ਗ਼ൖЪމཧf
The FY 2016 & 2017 Audited Accounts will be prepared in accordance with the Hong Kong Financial Reporting Standards and audited, at the cost of AP Group, by an accounting firm as approved by Lucky Famous, adjusted for any non-recurring items.
ɚཧɓʬʿɚཧɓɖৌϋᄲࣨሪͦਗ਼࣬ኽ ࠰ಥৌਕజѓۆᇜႡdԨ͟Lucky Famous Ⴉ̙ٙึࠇࢪԫਕהᄲࣨ€൬͜͟ฌܳණྠו ዄdԨఱОڢ੬ධͦЪ̈ሜf
Such downward adjustment mechanism for the Consideration under the AP Disposal Agreement depending on the actual performance of the AP Group for the FY 2016 & 2017 is virtually in the same terms as the downward adjustment mechanism of the consideration in respect of the AP Acquisition from Very Easy and City Link under the AP Acquisition Agreement. Details of such acquisition are set out in the Company's announcement dated 12th October 2015.
ฌܳ̈ਯᙄධɨ˾ᄆʘϞᗫɨሜዚՓ€՟Ӕ ฌܳණྠɚཧɓʬʿɚཧɓɖৌϋٙྼ ყڌତٙૢಛၾVery EasyʿCity Link࣬ኽฌ ܳϗᒅᙄϞᗫฌܳϗᒅԫධʘ˾ᄆɨሜዚ ՓٙૢಛΝfϞᗫϗᒅٙ༉ઋ༱͉ʮ̡ ˚ಂމɚཧɓʞϋɤ˜ɤɚ˚ʘʮбf
In the event there is a shortfall between the FY 2016 & 2017 Net Profit and the target profit of the AP Group for FY 2016 & 2017 of HK$16,000,000 under the AP Acquisition Agreement, an adjustment amount under such agreement (the "Contingent Consideration Receivable") is payable by Very Easy and City Link, being the vendors under the AP Acquisition, to the Group within 7 days after the FY 2016 & 2017 Audited Accounts for the purpose of the AP Acquisition Agreement are available. The obligations of Very Easy and City Link to pay such adjustment amount to the Group are guaranteed by their respective beneficial owners.
ࡊɚཧɓʬʿɚཧɓɖৌϋଋ๐л༰ฌܳණ ྠ࣬ኽฌܳϗᒅᙄɚཧɓʬʿɚཧɓɖৌ ϋٙͦᅺ๐л€16,000,000ಥʩ̈ତॹᕘd ۆฌܳϗᒅԫධධɨʘር˙Very EasyʿCity Link࣬ኽ༈ᙄఱฌܳϗᒅᙄ̊೯ɚཧ ɓʬʿɚཧɓɖৌϋᄲࣨሪͦܝɖ˚ʫΣ ͉ණྠ˕˹ሜږᕘ€˜Ꮠϗא್˾ᄆ™fVery EasyʿCity LinkΣ͉ණྠ˕˹Ϟᗫሜږᕘٙ ப͟ՉІྼूኹϞɛዄڭf
Update on the adjustment to the consideration of AP Group Investment Holdings Limited (Continued)
As mentioned above, in the event there is a shortfall between the FY 2016 & 2017 Net Profit and the target profit of the AP Group for FY 2016 & 2017 of HK$16,000,000 under the AP Disposal Agreement, an adjustment amount under such agreement (the "Contingent Consideration Payable") is payable by the Group to Lucky Famous within 14 days after the FY 2016 & 2017 Audited Accounts for the purpose of the AP Disposal Agreement are available.
ሜฌܳණྠછٰϞࠢʮ̡˾ᄆ ٙ௰อऊࢹ€ᚃ
ܲɪ˖הࠑdࡊɚཧɓʬʿɚཧɓɖৌϋଋ ๐л༰ฌܳණྠ࣬ኽฌܳ̈ਯᙄɚཧɓʬ ʿɚཧɓɖৌϋٙͦᅺ๐л€16,000,000ಥʩ ̈ତॹᕘdۆ͉ණྠ࣬ኽ༈ᙄఱฌ ܳ̈ਯᙄ̊೯ٙɚཧɓʬʿɚཧɓɖৌϋ ᄲࣨሪͦܝ14˚ʫΣLucky Famous˕˹ሜ ږᕘ€˜Ꮠ˹א್˾ᄆ™f
On 12th June 2018, the Group received a demand letter (the "Demand Letter") from Lucky Famous whereby it was alleged that the AP Group recorded a net loss of HK$189,799 based on the alleged FY2016 & FY2017 Audited Accounts dated 11th June 2018. As set out in the Demand Letter, Lucky Famous demanded Fragrant River or the Company to fully pay the amount of HK$20,400,000, being the alleged Adjustment Amount pursuant to the terms and conditions of the AP Disposal Agreement, to Lucky Famous on or before 26th June 2018, and upon default, steps would be taken by Lucky Famous to enforce its rights under the AP Disposal Agreement without further notice.
ɚཧɓɞϋʬ˜ɤɚ˚d͉ණྠટᐏLucky FamousළಛՌ€˜ළಛՌ™dኽϤᑊ၈࣬ኽ˚ ಂމɚཧɓɞϋʬ˜ɤɓ˚ٙɚཧɓʬৌϋ ʿɚཧɓɖৌϋᄲࣨሪͦdฌܳණྠ ᑦฦଋᕘ189,799ಥʩf༐νළಛՌה༱d Lucky FamousࠅӋ࠰Ϫא͉ʮ̡ɚཧɓɞ ϋʬ˜ɚɤʬ˚אʘۃΣLucky Famous ᅰ˕˹20,400,000ಥʩ€˜ᑊ၈॰Ꮅ™€у࣬ኽ ฌܳ̈ਯᙄʘૢಛʿૢהᑊ၈ʘሜږ ᕘdν༼ߒdLucky Famousਗ਼ʔ೯̈ආɓӉ ஷٝϾમ՟ણ݄ੂБՉฌܳ̈ਯᙄධɨ ʘᛆлf
In response to the Lucky Famous Demand Letter, Fragrant River and the Company have through the letter from their legal advisers dated 22nd June 2018 stated that they would defend the purported claim of Lucky Famous for the payment of the Adjustment Amount under the AP Disposal Agreement as alleged by it.
ટᐏLucky FamousළಛՌܝd࠰Ϫʿ͉ʮ ̡ʊீཀՉ˚ಂމɚཧɓɞϋʬ˜ɚɤɚ˚ ٙجܛᚥਪՌڌͪd־ഃਗ਼ఱLucky Famous ࠅӋ˕˹Չהᑊ၈ฌܳ̈ਯᙄධɨሜږ ᕘٙ͡॰ආБҤᚗf
In light of the Lucky Famous Demand Letter and the alleged net loss of the AP Group for FY 2016 & 2017, and in order to protect the interest of the Group, but without admitting any liability to Lucky Famous under the AP Disposal Agreement, Fragrant River issued corresponding demand letters all dated 22nd June 2018 (collectively, the "Fragrant River Demand Letters") to Very Easy, City Link, Mr. Chan and Ms. Lim, respectively demanding the payment of an amount of HK$20,400,000 (the "Fragrant River Claim") to Fragrant River within seven (7) days from the date of the Fragrant River Demand Letters pursuant to the terms and conditions of the AP Acquisition Agreement, and if default, Fragrant River would take further action to protect its interest without further notice.
ᛡLucky FamousළಛՌʿᑊ၈ɚཧɓʬ ʿɚཧɓɖৌϋฌܳණྠᑦฦଋᕘd˸ ʿމڭღ͉ණྠлूdШίʔߧוዄLucky Famousฌܳ̈ਯᙄɨʘОபٙઋ رɨd࠰ϪʊʱйΣVery EasyeCity Linke ͛ʿ؍ɾɻ೯̈ᏐʘළಛՌdΌ˚ ಂމɚཧɓɞϋʬ˜ɚɤɚ˚€୕၈˜࠰Ϫළ ಛՌ™dࠅӋ࣬ኽฌܳϗᒅᙄʘૢಛʿૢ ί࠰ϪළಛՌ˚ಂৎɖ(7)˚ʫΣ࠰Ϫ˕˹ 20,400,000ಥʩ€˜࠰Ϫ॰Ꮅ™dν༼ߒd࠰Ϫ ਗ਼ʔ೯̈ආɓӉஷٝϾમ՟ආɓӉБਗڭღ Չлूf
Update on the adjustment to the consideration of AP Group Investment Holdings Limited (Continued)
On 16th July 2018, Lucky Famous as the plaintiff commenced court action (HCA No. 1646 of 2018) at the Court of First Instance of the High Court of Hong Kong against Fragrant River
ሜฌܳණྠછٰϞࠢʮ̡˾ᄆ ٙ௰อऊࢹ€ᚃ
ɚཧɓɞϋɖ˜ɤʬ˚dLucky Famou€s Ъ މࡡѓ࠰ಥ৷ഃج৫ࡡதجࢬ࿁࠰Ϫ€Ъމ ୋɓѓʿ͉ʮ̡€Ъމୋɚѓৎൡத
as the 1st defendant and the Company as the 2nd defendant €ൡதᇜjɚཧɓɞϋHCA 1646€˜Lucky
(the "Lucky Famous Action"). Lucky Famous claimed against Fragrant River and the Company for (a) the Adjustment Amount of HK$20,400,000; (b) interests; (c) costs; and (d) further and/or other relief. Fragrant River and the Company filed the defence on 26th October 2018.
Famousൡத™fLucky Famousఱ(a)ሜږ ᕘ20,400,000ಥʩi(b)ᗫлࢹi(c)ᗫ൬ ͜iʿ(d)ආɓӉʿŊאՉ˼ሦᎵΣ࠰Ϫʿ ͉ʮ̡̈॰Ꮅfɚཧɓɞϋɤ˜ɚɤʬ ˚d࠰Ϫʿ͉ʮ̡ʹҤᚗࣣf
Lucky Famous applied to amend the writ and statement of claim to join Mr. Chan and Ms. Lim as defendants in the Lucky Famous Actions for certain claims against them. The Court allowed the application of Lucky Famous on 24th September 2019.
Lucky Famousʊ͡ሗࡌҷࣣࠦ͡॰ࠑࣣd ˸ίLucky Famousൡத̋ɝ͛ʿ؍ɾɻ މLucky FamousൡதʘѓdΣ־ഃЪ̈߰ ʍ॰Ꮅfɚཧɓɘϋɘ˜ɚɤ̬˚dجࢬ ҭࡘLucky Famousʘ͡ሗf
After the reporting period, on 1st February 2021, Lucky Famous, Fragrant River, the Company, Very Easy, City Link, Mr. Chan and Ms. Lim, without admission of any liability in relation to the Lucky Famous Action, entered into a settlement agreement (the "Settlement Agreement") to settle all claims and complaint against each other arising out of the Lucky Famous Action, Fragrant River's Claim and any amount of any other nature arising out of or in connection with the Disposal Agreement and the Acquisition Agreement (collectively the "Dispute Matters").
జѓಂܝdɚཧɚɓϋɚ˜ɓ˚dLucky Famouse࠰Ϫe͉ʮ̡eVery Easye City Linke͛ʿ؍ɾɻίʔוዄОऒʿ Lucky Famousൡதபʘઋرɨࠈͭձ༆ ᙄ€˜ձ༆ᙄ™d˸༆ӔLucky Famousൡ தהˏৎהϞ০࿁˙ʘ͡॰ʿ͡ൡe࠰Ϫ ॰Ꮅ˸ʿ̈ਯᙄʿϗᒅᙄהପ͛אၾʘ ϞᗫОՉ˼ሯʘОږᕘ€୕၈˜نᙄԫ ධ™f
Under the Settlement Agreement, Fragrant River and the Company paid Lucky Famous a sum of HK$1,500,000 in full and final settlement of the Dispute Matters. Very Easy, City Link, Mr. Chan and Ms. Lim do not need to pay any amount to Fragrant River for the settlement of the Fragrant River's Claim under the Settlement Agreement.
࣬ኽձ༆ᙄd࠰Ϫʿ͉ʮ̡Σ Lucky Famous˕˹1,500,000ಥʩʘಛධ˸Όࠦʿ௰ ༆ӔنᙄԫධfVery EasyeCity Linke ͛ʿ؍ɾɻೌცΣ࠰Ϫ˕˹Оږᕘd˸ ༆Ӕձ༆ᙄɨʘ࠰Ϫ॰Ꮅf
Update on the adjustment to the consideration of AP Group Investment Holdings Limited (Continued)
In view of (1) the said legal proceedings under the Lucky Famous Action among Lucky Famous, Fragrant River, the Company, Mr. Chan and Ms. Lim having lasted for more than 2.5 years that the Group has already incurred considerable legal costs in this respect and that, should the Group continue the said legal proceedings under the Lucky Famous Action and the Fragrant River's Claim, it is estimated that the Company will further incur a substantial amount of legal expenses; and (2) the uncertainty of the outcome of the said legal proceedings of Lucky Famous Action and Fragrant River's Claim, the directors of the Company consider that the entering into the Settlement Agreement is fair and reasonable and in the interests of the Company and its shareholders as a whole.
ሜฌܳණྠછٰϞࠢʮ̡˾ᄆ ٙ௰อऊࢹ€ᚃ
ᛡ(1)Lucky FamousൡதɨLucky Famouse ࠰Ϫe͉ʮ̡e͛ʿ؍ɾɻʘගආБٙ ɪࠑجܛҏዝࣛ൴ཀ2.5ϋdϾ͉ණྠʊ Ϟᗫ˙ࠦପ͛ɽඎجܛ൬͜d˲ࡊ͉ණྠᘱ ᚃ࢝කLucky Famousൡதɨʘɪࠑجܛҏ ʿ࠰Ϫ॰ᎵdПࠇ͉ʮ̡ਗ਼ආɓӉପ͛ᕼɽ ږᕘʘجܛක˕iʿ(2)Lucky Famousൡத ʿ࠰Ϫ॰Ꮅʘɪࠑجܛҏɨʘഐ؈͊Ԉ ࣦdΪϤ͉ʮ̡ԫႩމdࠈͭձ༆ᙄ᙮ ʮ̻Υଣd˲ୌΥ͉ʮ̡ʿՉٰ؇ʘл ूf
Before entering the Settlement Agreement, without admitting any liability to Lucky Famous under the Disposal Agreement and also without prejudice to any rights and remedies against Very Easy, City Link, Mr. Chan and/or Ms. Lim under the Acquisition Agreement, the Group recorded the fair value of the contingent consideration payable for the Lucky Famous Action and the contingent consideration receivable for the Fragrant River's Claim at HK$20.4 million and HK$ Nil respectively in the Group's audited consolidated balance sheet as at 30th June 2020 in accordance with the Hong Kong Financial Reporting Standards. As a result of the entering into the Settlement Agreement, it is estimated that the Group will record an unaudited one-off gain of approximately HK$18.0 million on the written back of the contingent consideration payable during the year ending 30th June 2021 which is estimated based on the difference between (i) the fair value of the contingent consideration payable at HK$20.4 million as at 30th June 2020 and (ii) the Settlement Payment of HK$1.5 million and other costs paid by the Group for the Lucky Famous Action. The Group paid the Settlement Payment by internal resources. The directors of the Company consider that there will be no material adverse impact on the financial position of the Group as a result of the Settlement Payment.
ࠈͭձ༆ᙄۃdίʔߧוዄLucky Famous ̈ਯᙄධɨʘОப˲ίʔฦΣVery EasyeCity Linke͛ʿŊא؍ɾɻী ϗᒅᙄධɨʘОᛆлʿᎵʘઋرɨd ܲ࠰ಥৌਕజѓۆd͉ණྠɚཧɚཧ ϋʬ˜ɧɤ˚ʘᄲࣨၝΥ༟ପࠋවڌʕd ͉ණྠᏐ˹Lucky Famousൡதʘא್˾ ᄆʿᏐϗ࠰Ϫ॰Ꮅʘא್˾ᄆʮ̻࠽ʱйމ 20.4ϵຬಥʩʿཧಥʩfࠈͭձ༆ᙄܝdΪ ϾПࠇ͉ණྠ࿚Їɚཧɚɓϋʬ˜ɧɤ˚ ˟ϋܓਗ਼ᅡΫᏐ˹א್˾ᄆʘ͊ᄲࣨ ɓϣϗूߒ18.0ϵຬಥʩdɗԱኽ˸ɨՇ٫ ʘࢨᕘЪ̈Пࠇj(i)ɚཧɚཧϋʬ˜ɧɤ˚ ʘᏐ˹א್˾ᄆʮ̻࠽20.4ϵຬಥʩʿ(ii)͉ණ ྠఱLucky Famousൡத˕˹ʘձ༆˹ಛ1.5ϵ ຬಥʩʿՉ˼൬͜f͉ණྠ˸ʫ༟๕ᅡ˹ ձ༆˹ಛf͉ʮ̡ԫႩމdձ༆˹ಛਗ਼ʔ ึ࿁͉ණྠʘৌਕًرிϓࠠɽʔлᅂᚤf
Please refer to the Company's announcement dated 1st February 2021 for the details of the Settlement Agreement.
Ϟᗫձ༆ᙄʘ༉ઋሗਞቡ͉ʮ̡˚ಂމɚ ཧɚɓϋɚ˜ɓ˚ʘʮбf
OUTLOOK
The PRC's economy has been gradually recovering in second half of 2020 as a result of better control of the COVID-19 epidemic. Forward looking, we are prudently optimistic about the prospect of our films distribution an exhibition, licensing and sublicensing of film rights business in the PRC market. However, the continuing outbreak of COVID-19 epidemic still negatively affected the other Group's operating segment operations especially for the business operating in Hong Kong. With the innovation of the vaccines COVID-19, we expect that the spread of COVID-19 in the world will be under control and the Group's operations will gradually recover soon in coming years.
࢝ૐ
͟อۨڿًषݭޥઋՑ༰λٙછՓdʕ ɚཧɚཧϋɨ̒ϋӉూf࢝ૐ ͊ԸdҢࡁ࿁ཥᅂ೯Бʿ׳݈eબ̈ʿᔷબ ཥᅂوᛆุਕʕ̹ఙʘۃ౻ܵᄲฐᆀᝈ ࿒ܓf್Ͼdอۨڿًषݭޥઋܵᚃʥ࿁͉ ණྠՉ˼ᐄʱุਕ€ˈՉ݊࠰ಥᐄ༶ʘ ุਕிϓࠋࠦᅂᚤfᎇഹอۨڿًषݭޥߴ ʘ೯dҢࡁཫಂอۨڿًषݭίΌଢᇶַ ʘઋرਗ਼աՑછՓdϾ͉ණྠʘุਕਗ਼͊ ԸᅰϋӉܨూf
FINANCIAL RESOURCES/LIQUIDITY
As at 31st December 2020, the Group had cash balances and time deposits with maturity over three months at acquisition of approximately HK$177.8 million (30th June 2020: approximately HK$106.9 million) and Nil, respectively (30th June 2020: HK$108.6 million). As at 31st December 2020, the Group had total assets of approximately HK$819.1 million (30th June 2020: approximately HK$683.8 million).
ৌਕ༟๕Ŋݴਗ༟ږ
ɚཧɚཧϋɤɚ˜ɧɤɓ˚d͉ණྠϞତ ږഐቱʿᒅɝࣛՑಂ˚൴ཀɧࡈ˜ʘ֛ಂ πಛʱйߒ177.8ϵຬಥʩ€ɚཧɚཧϋʬ˜ɧ ɤ˚jߒ106.9ϵຬಥʩʿཧಥʩ€ɚཧɚཧ ϋʬ˜ɧɤ˚j108.6ϵຬಥʩfɚཧɚཧ ϋɤɚ˜ɧɤɓ˚d͉ණྠʘ༟ପᐼ࠽ߒމ 819.1 ϵຬಥʩ€ɚཧɚཧϋʬ˜ɧɤ˚jߒ 683.8ϵຬಥʩf
The Group's gearing ratio as at 31st December 2020 was approximately 3.3% (as at 30th June 2020: approximately 4.4%), which was calculated on the basis of the Group's total debt (including borrowings, lease liability and bank overdraft) divided by total equity of the Group.
͉ණྠɚཧɚཧϋɤɚ˜ɧɤɓ˚ʘ༟ପ ࠋවˢଟߒމ3.3%€ɚཧɚཧϋʬ˜ɧɤ˚j ߒ4.4%dɗ࣬ኽ͉ණྠʘවਕᐼᕘ€ܼ̍࠾ ൲eॡ༣ࠋවʿვБீ˕ৰ˸ᐼᛆूࠇၑf
The Group incurred financial cost of approximately HK$228,000, which is attributable to the interest on lease liabilities during the Period (for the six months ended 31st December 2019: HK$273,000).
͉ණྠ͉ಂගପ͛ৌਕϓ͉ߒ228,000ಥ ʩdɗᓥΪॡ༣ࠋවʘлࢹ€࿚Їɚཧɓɘϋ ɤɚ˜ɧɤɓ˚˟ʬࡈ˜j273,000ಥʩf
FINANCIAL RESOURCES/LIQUIDITY
(Continued)
In light of the fact that most of the Group's transactions are denominated in Hong Kong dollars, Renminbi and United States dollars, the Group is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to Renminbi. The Group will continue to take proactive measures and monitor its exposure to the movements of these currencies closely.
ৌਕ༟๕Ŋݴਗ༟ږ€ᚃ
ᛡ͉ණྠɽʱʹ˸ಥʩeɛ͏࿆ʿߕ ʩࠇ࠽d͉ණྠࠦᑗ၇࿆г౬הପ͛ٙ ̮ිࠬᎈd˴ࠅ݊Ϟᗫɛ͏࿆ٙࠬᎈf͉ණ ྠਗ਼ᘱᚃમ՟ጐણ݄dԨʲ္છՉࠦᑗ ٙ༈ഃ࿆ʘᜊਗה੭Ըٙࠬᎈf
As at 31st December 2020, current ratio (defined as total current assets divided by total current liabilities) was approximately 0.99 (as at 30th June 2020: approximately 1.03).
ɚཧɚཧϋɤɚ˜ɧɤɓ˚dݴਗˢଟ€֛ ່މᐼݴਗ༟ପৰ˸ᐼݴਗࠋවމߒ0.99€ ɚཧɚཧϋʬ˜ɧɤ˚jߒ1.03f
CAPITAL STRUCTURE
As at 31st December 2020, the Group had shareholders' capital of approximately HK$9.1 million (as at 30th June 2020: approximately HK$9.1 million). The shareholders' capital of the Company is constituted of 906,632,276 shares.
༟͉ഐ
ɚཧɚཧϋɤɚ˜ɧɤɓ˚d͉ණྠʘٰ ؇༟͉މߒ9.1ϵຬಥʩ€ɚཧɚཧϋʬ˜ɧ ɤ˚jߒ9.1ϵຬಥʩf͉ʮ̡ʘٰ؇༟͉͟ 906,632,276ٰٰ΅ଡ଼ϓf
THE PLEDGE OF GROUP ASSETS
As at 31st December 2020, none of the Group's assets was pledged to secure any liabilities (As at 30th June 2020: None).
ණྠ༟ପתץ
ɚཧɚཧϋɤɚ˜ɧɤɓ˚d฿ೌ͉ණྠ ༟ପʊЪתץЪމОࠋවʘዄڭ€ɚཧɚ ཧϋʬ˜ɧɤ˚jೌf
EMPLOYEES AND REMUNERATION POLICIES
As at 31st December 2020, the Group had 144 staff (as at 30th June 2020: 101). Remuneration is reviewed annually and certain staffs are entitled to commission. In addition to basic salaries, staff benefits include discretionary bonus, medical insurance scheme and mandatory provident fund.
྇ࡰʿᑚཇ݁ഄ
ɚཧɚཧϋɤɚ˜ɧɤɓ˚d͉ණྠኹϞ 144 Τ€ɚཧɚཧϋʬ˜ɧɤ˚j101 Τ ྇ࡰfᑚཇึӊϋᏨীd߰ʍ྇ࡰ̙ԮϞЩ ږfৰਿ͉ᑚږ̮d྇ࡰ၅л͵ܼ̍ઋڀ ߎeᔼᐕڭᎈࠇྌʿ੶Փʮጐږf
DIRECTORS' AND CHIEF EXECUTIVES' INTERESTS IN SHARES, UNDERLYING SHARES AND DEBENTURES
As at 31st December 2020, the interests of each of the Directors and chief executives of the Company in the shares (within the meaning of the SFO) which were required to be (a) notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of SFO (including interest which any such Director was taken or deemed to have under such provisions of the SFO) or; (b) entered in the register required to be kept by the Company pursuant to Section 352 of Part XV of the SFO or; (c) 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 Listing Rules are as follows:
Name
֑Τ
Mr. Lam Shiu Ming, Daneil (Director)
؍ʃ͛€ԫ
Nature of interest
ԫʿ˴ࠅБ݁ɛࡰ ٰ΅eᗫٰ΅ʿවՎ ʘᛆू
ɚཧɚཧϋɤɚ˜ɧɤɓ˚dԫʿ͉ ʮ̡˴ࠅБ݁ɛࡰٰ΅€່֛ԈᗇՎʿಂ ૢԷʕኹϞ(a)࣬ኽᗇՎʿಂૢԷୋXVୋ 7ʿୋ8ʱٝึ͉ʮ̡ʿᑌʹהʘᛆू€̍ ܼО༈ഃԫ࣬ኽᗇՎʿಂૢԷϞᗫૢ ˖ЪאൖމኹϞʘᛆूאi(b)া ͉ʮ̡ܲᗇՎʿಂૢԷୋXVୋ352ૢ֛ ໄπʘ೮া̅ʫʘᛆूאi(c)࣬ኽɪ̹ ۆڝ10ה༱ʘɪ̹೯БɛԫආБᗇՎʹ ٙᅺςۆ€˜ᅺςۆ™ٝึ͉ʮ̡ʿᑌ ʹהʘᛆूνɨj
ᛆूሯ
Beneficial owner ྼूኹϞɛ
Founder and the discretionary object of a discretionary trust
(Note a)
Όᛆڦৄʘ௴፬ɛʿΌᛆ ڦৄ࿁€ڝൗa Interest of a controlled corporation (Note b) աછՓجྠᛆू€ڝൗb
Number of theCompany's shares held ה͉ܵʮ̡ ٰ΅ᅰͦ
Percentage of shareholding
ٰܵϵʱˢ
200,860,000 22.16%
33,546,853 3.70%
430,120,020 47.44%
664,526,873
73.30%
؍௫อ͛€ԫ
Mr. Lam Kit Sun (Director)
Beneficial owner ྼूኹϞɛ
5,920,000
0.65%
DIRECTORS' AND CHIEF EXECUTIVES' | ԫʿ˴ࠅБ݁ɛࡰ |
INTERESTS IN SHARES, UNDERLYING | ٰ΅eᗫٰ΅ʿවՎ |
SHARES AND DEBENTURES (Continued) | ʘᛆू€ᚃ |
Notes: | ڝൗj |
(a) The trustee of the discretionary trust is Central Core Resources Limited which owns the entire issued share capital of the Globalcrest Enterprises Limited (the "Globalcrest") which in turn was interested in 33,546,853 shares of the Company as at 31st December 2020. Mr. Lam Shiu Ming, Daneil is the discretionary object of the discretionary trust.
(a) ༈ΌᛆڦৄʘաৄɛމCentral Core Resources LimiteddՉኹϞGlobalcrest Enterprises Limited€˜Globalcrest™ʘΌʊ೯Бٰ͉dϾ Globalcrestɚཧɚཧϋɤɚ˜ɧɤɓ˚͉ʮ ̡33,546,853ٰٰ΅ʕኹϞᛆूf؍ʃ͛މ ༈ΌᛆڦৄʘΌᛆڦৄ࿁f
(b) Pioneer Entertainment Group Limited ("Pioneer Entertainment"), a company incorporated in the British Virgin Islands with limited liability and is wholly-owned by Mr. Lam Shiu Ming, Daneil, was interested in 430,120,020 shares of the Company as at 31st December 2020.
(b) Pioneer Entertainment Group Limited €˜Pioneer Entertainment™މɓߵ᙮ஈɾ໊ ࢥൗ̅ϓͭʘϞࠢʮ̡d͟؍ʃ͛Ό༟ ኹϞdɚཧɚཧϋɤɚ˜ɧɤɓ˚͉ʮ ̡430,120,020ٰٰ΅ʕኹϞᛆूf
All the interests in the shares and underlying shares of the Company were long positions.
הϞ͉ʮٰ̡΅ʿᗫٰ΅ʘᛆूѩމλ ࡑf
Save as disclosed above, as at 31st December 2020, none of the Directors or chief executives of the Company had any interests or short positions in the shares, underlying shares and debentures of the Company and its associated corporations which were required to be (a) notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests which they were deemed or taken to have under such provisions of the SFO) or; (b) entered in the register kept by the Company pursuant to Section 352 of Part XV of the SFO or; (c) notified to the Company and the Stock Exchange pursuant to the Model Code.
ৰɪ˖המᚣ٫̮dɚཧɚཧϋɤɚ˜ɧ ɤɓ˚dԫא͉ʮ̡˴ࠅБ݁ɛࡰ฿ೌ ͉ʮ̡ʿՉᑌجྠٰٙ΅eᗫٰ΅ʿ වՎʕኹϞ(a)࣬ኽᗇՎʿಂૢԷୋXVୋ7 ʿୋ8ʱٝึ͉ʮ̡ʿᑌʹהʘОᛆू א૱ࡑ€ܼ̍־ഃ࣬ኽᗇՎʿಂૢԷϞᗫૢ ˖ൖމאЪኹϞʘᛆूאi(b)া ͉ʮ̡ܲᗇՎʿಂૢԷୋXVୋ352ૢໄπ ʘ೮া̅ʫʘОᛆूא૱ࡑאi(c)࣬ኽᅺ ςۆٝึ͉ʮ̡ʿᑌʹהʘОᛆूא ૱ࡑf
Save as disclosed above, at no time during the Period, the Directors and chief executives of the Company (including their spouse and children under 18 years of age) had any interests in, or had been granted, or exercised, any rights to
ৰɪ˖המᚣ٫̮d͉ಂගʫОࣛගd ԫʿ͉ʮ̡˴ࠅБ݁ɛࡰ€ܼ̍־ഃʘৣ ਅʿ18๋˸ɨʘɿɾԨೌኹϞeאᐏબʚא БԴО̙Ⴉᒅ͉ʮ̡ʿՉᑌجྠʘٰ΅
subscribe for shares (or warrants or debentures, if applicable) €אႩٰᛆᗇאවՎdνቇ͜ʘᛆлʘОᛆ
of the Company and its associated corporations required to be disclosed pursuant to the SFO.
ूϾ࣬ኽᗇՎʿಂૢԷЪ̈מᚣf
In addition, at no time during the Period was the Company, its holding company, its subsidiaries, its associated company or its fellow subsidiaries a party to any arrangement to enable the Directors and chief executives of the Company (including their spouse and children under 18 years of age) to hold any interests or short positions in the shares or underlying shares in or debentures of, the Company or its associated corporation.
Ϥ̮d͉ʮ̡eՉછٰʮ̡eՉڝ᙮ʮ̡e Չᑌᐄʮ̡אՉΝӻڝ᙮ʮ̡͉ಂගʫ ОࣛගԨೌࠈͭОτરdԴԫʿ͉ʮ̡ ʘ˴ࠅБ݁ɛࡰ€ܼ̍־ഃʘৣਅʿ18๋˸ɨ ʘɿɾ̙͉ʮ̡אՉᑌجྠʘٰ΅א ᗫٰ΅אවՎʕኹϞОᛆूא૱ࡑf
SHARE OPTION SCHEME
Pursuant to an ordinary resolution passed in the annual general meeting held on 2nd December 2013, the Company conditionally approved and adopted a share option scheme in compliance with the Listing Rules (the "Share Option Scheme"). Details of the Share Option Scheme are as follows:
ᒅٰᛆࠇྌ
࣬ኽɚཧɓɧϋɤɚ˜ɚ˚ᑘБʘٰ؇ ϋɽึɪஷཀʘɓධ౷ஷӔᙄࣩd͉ʮ̡࣬ ኽɪ̹ۆϞૢҭࡘʿમॶɓධᒅٰᛆࠇ ྌ€˜ᒅٰᛆࠇྌ™fᒅٰᛆࠇྌʘ༉ઋνɨj
(1)Purpose of the Share Option Scheme
The purpose of the Share Option Scheme is to enable the Company to grant share options to selected Participants (as defined below) as incentive and/or rewards for their contributions and support to the Group and any invested entity.
(1) ᒅٰᛆࠇྌʘͦٙ
ᒅٰᛆࠇྌʘͦٙ݊Դ͉ʮ̡̙Σ ཀ፯֛ʘਞၾɛ€່֛Ԉɨ˖બ̈ᒅٰ ᛆdЪމՉ࿁͉ණྠʿОҳ༟ྼʘ ্ᘠʿ˕ܵʘᆤᎸʿŊאᆤሧf
(2) Participants of the Share Option Scheme
The Board may, at its discretion, invite any person
belonging to any of the following classes of participants
for their contributions and support to the Group and any
invested entity (the "Participants" and individually, a
"Participant") to take up share options to subscribe for
shares.
(a) any full-time employee of the Company, any of its subsidiary or any invested entity, including (without limitation) any executive director of the Company, any of its subsidiary or invested entity;
(2)
ᒅٰᛆࠇྌٙਞၾɛ
ԫึ̙ઋᒗሗ᙮˸ɨОਞၾɛ ᗳйd࿁͉ණྠʿОҳ༟ྼϞ্ᘠ ʿЪ̈˕ܵʘОɛɻ€˜ਞၾɛ™dᔟ ટॶᒅٰᛆ˸Ⴉᒅٰ΅f
(a) ͉ʮ̡eՉОڝ᙮ʮ̡אОҳ ༟ྼʘОΌᔖ྇ࡰdܼ̍€Ш ʔ͉ࠢʮ̡eՉОڝ᙮ʮ̡ אҳ༟ྼʘОੂБԫi
(b) any non-executive director (including independent non-executive directors) of the Company, any of its subsidiary or any invested entity;
(b) ͉ʮ̡eՉОڝ᙮ʮ̡אОҳ ༟ྼʘОڢੂБԫ€ܼ̍ዹ ͭڢੂБԫi
(c) any supplier of goods or services to any member of the Group or any invested entity;
(c) ͉ණྠОϓࡰʮ̡אОҳ༟ྼ ʘОۜאਕԶᏐਠi
(d) any customer of the Group or any invested entity;
(d) ͉ණྠאОҳ༟ྼʘО܄ ˒i
(e) any person or entity that provides research, development or other technical support to the Group or any invested entity;
(e) Σ͉ණྠאОҳ༟ྼԶ Ӻeක೯אՉ˼Ҧஔ˕౪ʘОɛ ɻאྼi
(2) Participants of the Share Option Scheme
(Continued)
(f) any shareholder of any member of the Group or any invested entity or any holder of any securities issued by any member of the Group or any invested entity;
(2) ᒅٰᛆࠇྌٙਞၾɛ€ᚃ
(f) ͉ණྠОϓࡰʮ̡אОҳ༟ྼ
ʘОٰ؇א͉ණྠОϓࡰʮ
̡אОҳ༟ྼה೯БʘОᗇ
ՎʘОܵϞɛi
(g) any adviser (professional or otherwise) or consultant to any area of business or business development of any member of the Group or any invested entity; and
(g) ͉ණྠОϓࡰʮ̡אОҳ༟ྼ ʘОุਕᇍఖאุਕ೯࢝ʘ Оᚥਪ€ਖ਼ุאڢਖ਼ุאፔ༔ɛi ʿ
(h) any joint venture partner or counter-party to business operation or business arrangements of the Group.
(h) ͉ණྠุਕ༶ЪאุਕτરʘО ΥྫɛאΥЪɛf
(3) Maximum number of share options available for issue under the Share Option Scheme
(a) The maximum number of shares of the Company which may be issued upon exercise of all outstanding share option granted and yet to be exercised under the Share Option Scheme and any other schemes for the time being of the Company shall not exceed 30% of the shares in issue from time to time. Share options of the Company which are lapsed or cancelled for the time being shall not be counted for the purpose of calculating the said 30% limit; and
(3)
࣬ኽᒅٰᛆࠇྌ̙Զ೯Б ᒅٰᛆʘᅰͦɪࠢ
(a) ࣬ኽᒅٰᛆࠇྌʿ͉ʮ̡ࣛО Չ˼ࠇྌબ̈ʘהϞ͊БԴᒅٰ ᛆᐏБԴ̙ࣛ೯Бʘ͉ʮٰ̡΅ᅰ ͦd௰εʔ൴ཀʔࣛʊ೯Бٰ΅ ʘ 30%f͉ʮ̡ࣛЪᄻאൗቖ ʘᒅٰᛆdࠇၑ˸ɪʘ30%ɪ ࠢࣛdʔࠇၑίʫiʿ
(b) The maximum number of shares of the Company which may be issued upon exercise of all options granted and to be granted under the Share Option Scheme is an amount equivalent to 10% of the shares of the Company in issue as at the dates of approval of the Share Option Scheme unless approval for refreshing the 10% limit from the Company's shareholders has been obtained.
(b) ৰᐏ͉ʮٰ̡؇ҭࡘһอ10%ʘ ɪ̮ࠢd࣬ኽᒅٰᛆࠇྌʊબ̈ʿ ਗ਼ʚબ̈ʘהϞᒅٰᛆᐏБԴ̙ࣛ ʚ೯Бʘ͉ʮٰ̡΅௰৷ᅰͦ ҭࡘᒅٰᛆࠇྌ˚͉ʮ̡ʊ೯ Бٰ΅ᅰͦʘ10%f
(4)Maximum entitlement of each participant
The total number of shares of the Company issued upon exercise of the share options granted and to be granted to each grantee under the Share Option Scheme and any other schemes for the time being of the Company (including both exercised and outstanding share options) in any 12-month period up to the date of grant to each grantee must not exceed 1% of the aggregate number of shares for the time being in issue.
(4) ਞၾɛʘᛆлɪࠢ
࿚ЇΣӊЗᐏબɛબ̈˚ಂމ˟ʘ
О12ࡈ˜ಂගʫd࣬ኽᒅٰᛆࠇྌʿ͉
ʮ̡ࣛОՉ˼ࠇྌΣӊЗᐏબɛબ
̈ʿਗ਼ʚબ̈ʘᒅٰᛆ€ܼ̍ʊБԴʿ͊
БԴʘᒅٰᛆᐏБԴϾʊ೯Бʘ͉ʮ̡
ٰ΅ᐼᅰdʔ൴ཀࣛʊ೯Бٰ΅ᐼ
ᅰʘ1%f
(5) Remaining life and exercisable period of the share options
There is no general requirement that a share option
must be held for any minimum period before it can be
exercised but the Board is empowered to impose at
its discretion any such minimum period at the time of
grant of any particular share option. A share option may
be exercised in accordance with the terms of the Share
Option Scheme at any time during a period of 10 years
commencing on the date of grant and expiring on the last
day of the said 10 year period.
(6) Payment on acceptance of the share options offer
A sum of HK$1 is payable by the Participant on
acceptance of the share option offer.
(5) ᒅٰᛆʘ௵ቱྪնʿБԴ ࣛࠢ
ତࣛԨೌɓছ֛ࠢՓᒅٰᛆ̀ܵ
ϞО௰ಂࠢܝ˙̙БԴdઓԫึ
ᐏબᛆબ̈Оत֛ᒅٰᛆࣛd̙
ઋ݄̋О༈ഃ௰ಂࠢࠢՓf͟બ̈
˚ಂৎࠇ10ϋЇ༈ݬ10ϋಂග௰ܝɓ˚
ʫОࣛගdᒅٰᛆ̙࣬ኽᒅٰᛆࠇྌ
ʘૢಛБԴf
(6) ટॶᒅٰᛆܔᙄࣛʘᏐ˹ ˾ᄆ
ਞၾɛટॶᒅٰᛆܔᙄࣛᏐ˹1ಥʩ
ʘ˾ᄆf
(7) Basis of determining the subscription price
The subscription price for shares under the Share Option Scheme should be a price notified by the Board to a Participant to whom any offer of the grant of a share option is made and shall be at least the higher of (a) the closing price of the shares as stated in the Stock Exchange's daily quotations sheet on the date of grant which must be a business day; and (b) the average closing price of the shares as stated in the Stock Exchange's daily quotations sheets for the five business days immediately preceding the date of grant, provided that the subscription price should not be lower than the nominal value of a share.
(7) ᔾ֛Ⴉᒅᄆʘਿ
࣬ኽᒅٰᛆࠇྌᔾ֛ʘٰ΅Ⴉᒅᄆމ
ԫึΣʊᐏОબ̈ᒅٰᛆܔᙄʘਞ
ၾɛהٝึʘᄆࣸdઓʔЭ˸ɨ
ධʘ༰৷ᅰ࠽j(a)બ̈˚ಂ€̀މᐄ
ุ˚ٰ΅ίᑌʹהӊ˚జᄆڌהజʘϗ
̹ᄆiʿ(b)ၡટબ̈˚ಂۃʞࡈᐄุ
˚ٰ΅ᑌʹהӊ˚జᄆڌהజʘ̻ѩ
ϗ̹ᄆdઓႩᒅᄆʔЭɓٰٰ΅ʘ
ࠦ࠽f
No share options under the Share Option Scheme was issued and outstanding during the Period.
͉ಂගԨೌᒅٰᛆࠇྌධɨʊ೯Бʿ֠͊ БԴʘᒅٰᛆf
SUBSTANTIAL SHAREHOLDERS
So far as is known to any Director or chief executive of the Company, as at 31st December 2020, shareholders (other than Directors or chief executive of the Company disclosed above) who had interests or short positions in shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO, or which were recorded in the register kept by the Company under Section 336 of Part XV of the SFO are as follows:
˴ࠅٰ؇
ఱОԫא͉ʮ̡˴ࠅБ݁ɛࡰהٝd ɚཧɚཧϋɤɚ˜ɧɤɓ˚dৰ˸ɪמᚣ ʘԫא͉ʮ̡˴ࠅБ݁ɛࡰ̮d˸ɨٰ؇ ͉ʮٰ̡΅אᗫٰ΅ʕኹϞ࣬ኽᗇՎʿ ಂૢԷୋXVୋ2ʿୋ3ʱ֛Σ͉ʮ ̡מᚣdאা͉ʮ̡ܲᗇՎʿಂૢԷ ୋXVୋ336ૢ֛ໄπʘ೮া̅ʘᛆूא૱ ࡑνɨj
Name
Τ၈
Pioneer Entertainment (Note a) Pioneer Entertainment€ڝൗa
Capacity
Ԓʱ
Beneficial owner ྼूኹϞɛ
Number of shares and underlying shares of the Company held
ה͉ܵʮ̡ ٰ΅ʿᗫ ٰ΅ᅰͦ
430,120,020
Approximate percentage of the total issued share capital of the Company
Ц͉ʮ̡ ʊ೯Бٰ͉ ᐼᕘʘ ฿ߒϵʱˢ
47.44%
Note:
ڝൗj
(a)Pioneer Entertainment, a company incorporated in the British Virgin Islands with limited liability and is wholly-owned by Mr. Lam Shiu Ming, Daneil.
(a)
Pioneer Entertainmentމɓߵ᙮ஈɾ໊ ࢥൗ̅ϓͭʘϞࠢʮ̡d͟؍ʃ͛Ό༟ ኹϞf
All the interests disclosed above represent long positions in shares.
ɪ˖המᚣʘהϞᛆूѩމٰ΅ʘλࡑf
Save as disclosed above, as at 31st December 2020, no other person has any interests or short positions in the shares, underlying shares and debentures of the Company in the register required to be kept by Company under Section 336 of Part XV of the SFO.
ৰɪ˖המᚣ٫̮dɚཧɚཧϋɤɚ˜ɧ ɤɓ˚d฿ೌՉ˼ɛɻ͉ʮ̡ʘٰ΅e ᗫٰ΅ʿවՎʕኹϞা͉ʮ̡࣬ኽᗇՎ ʿಂૢԷୋXVୋ336ૢʚໄπʘ೮া̅ ʫʘОᛆूא૱ࡑf
MANAGEMENT CONTRACTS
No contracts concerning the management and administration of the whole or any substantial part of the business of the Company were entered into or existed during the Period.
၍ଣΥߒ
͉ಂගd͉ʮ̡ԨೌఱุਕאОࠠ ࠅุਕʘ၍ଣʿБ݁ʈЪᖦࠈאπίОΥ ߒf
CORPORATE GOVERNANCE CODE
The Company has, throughout the six months ended 31st December 2020, complied with the code provisions contained in Corporate Governance Code (the "Code") set out in Appendix 14 to the Listing Rules except for the code provision
Άุ၍طςۆ
͉ʮ̡࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ ʬࡈ˜ʫʊ፭ςɪ̹ۆڝ14ה༱ʘΆุ ၍طςۆ€˜ςۆ™ה༱ʘςۆૢ˖dৰɨ˖ה ࠑςۆʘςۆૢ˖A.2.1Ϟᗫ˴ࢩၾБ݁ᐼ
A.2.1 of the Code for the separation of the roles of Chairman €˜Б݁ᐼ™ԉЍਜʱ̮f and Chief Executive Officer ("CEO") as described in the following.
Code provision A.2.1 of the Code sets out that the roles of the Chairman and CEO should be separate and should not be performed by the same individual. The Company does not at present have any officer holding the position of CEO. Mr. Lam Shiu Ming, Daneil is the founder and Chairman of the Company and has also carried out the responsibilities of CEO. Mr. Lam Shiu Ming, Daneil possesses the essential leadership skills to manage the Board and extensive knowledge in the business of the Group. The Board considers the present structure to be more suitable to the Company because it can promote the efficient formulation and implementation of the Group's strategies.
ςۆʘςۆૢ˖A.2.1֛d˴ࢩʿБ݁ᐼ ʘԉЍᏐʚ˸ਜʱdԨʔᏐ͟Νɓɛዄf ͉ʮ̡ͦۃԨೌО৷ॴᔖࡰዄБ݁ᐼ ɓᔖf؍ʃ͛މ͉ʮ̡௴፬ɛʿ˴ࢩd ԨʊᄵББ݁ᐼʘᔖபf؍ʃ͛Ո௪ ၍ଣԫึהცʘჯኬʑঐʿ࿁͉ණྠʘุ ਕኹϞଉێႩᗆfԫึႩމͦۃٙݖһ ቇΥ͉ʮ̡dΪ༈ݖ̙˿͉ණྠʘഄଫһ ϞࣖήՓ֛ʿໝྼf
AUDIT COMMITTEE
The Audit Committee was established on 11th October 1999. Its current members include three independent non-executive Directors, namely Mr. Choi Wing Koon (Chairman), Mr. Lam Chi Keung and Mr. Tang Yiu Wing.
ᄲࠇ։ࡰึ
ᄲࠇ։ࡰึϓͭɓɘɘɘϋɤ˜ɤɓ˚d ତ͟ɧΤዹͭڢੂБԫᇹ͑ڿ͛€˴ࢩe ؍ٺ੶͛ʿᘴ͛ଡ଼ϓf
The Audit Committee has reviewed the accounting principles and practises adopted by the Group and discussed internal control, risk management and financial reporting matters including a review of the unaudited condensed consolidated interim financial information for the six months ended 31st December 2020 with the management.
ᄲࠇ։ࡰึʊᄲቡ͉ණྠהમ͜ʘึࠇࡡۆ ʿ˙جdԨʊၾ၍ଣᄴীሞʫ္છeࠬᎈ ၍ଣʿৌਕ͡జԫ֝dܼ̍ᄲቡ࿚Їɚཧɚ ཧϋɤɚ˜ɧɤɓ˚˟ʬࡈ˜ʘ͊ᄲࣨᔊ ၝΥʕಂৌਕ༟ࣘf
PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES
The Company has not redeemed any of its shares during the six months ended 31st December 2020. Neither the Company nor any of its subsidiaries has purchased or sold any of the Company's listed securities during the Period.
ᒅ൯ëਯאᛙΫ͉ʮ̡ ʘɪ̹ᗇՎ
͉ʮ̡࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ ʬࡈ˜ʫԨೌᛙΫՉОٰ΅f͉ʮ̡ʿՉ Оڝ᙮ʮ̡͉ಂගʫ฿ೌᒅ൯א̈ਯ О͉ʮ̡ʘɪ̹ᗇՎf
MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS OF LISTED ISSUERS
During the six months ended 31st December 2020, the Company has adopted the Model Code as the code for dealing in securities of the Company by Directors. Having made specific enquiries, all Directors confirmed that they had complied with the Model Code throughout the Period.
ɪ̹೯БɛԫආБᗇՎ ʹٙᅺςۆ
࿚Їɚཧɚཧϋɤɚ˜ɧɤɓ˚˟ʬࡈ˜ ʫd͉ʮ̡ʊમॶᅺςۆЪމԫ൯ር͉ ʮ̡ᗇՎٙςۆfΣΌԫЪ̈त֛ݟ ༔ܝd־ഃѩᆽႩ͉ಂගʫʊ፭ςᅺς ۆf
Lam Shiu Ming, Daneil Chairman and Executive Director
By Order of the Board
וԫึն ˴ࢩࡒੂБԫ
؍ʃ
Hong Kong, 26th February 2021
࠰ಥdɚཧɚɓϋɚ˜ɚɤʬ˚
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Universe International Financial Holdings Ltd. published this content on 30 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 March 2021 08:52:03 UTC.