Interim Report
2020
* For identification purpose only
CONTENTS
Corporate Information | 2 |
Review of Operations | 4 |
Condensed Consolidated Statement of Profit or Loss | 10 |
Condensed Consolidated Statement of Comprehensive Income | 11 |
Condensed Consolidated Statement of Financial Position | 12 |
Condensed Consolidated Statement of Changes in Equity | 14 |
Condensed Consolidated Statement of Cash Flows | 15 |
Notes to the Condensed Consolidated Interim Financial Statements | 17 |
Other Information | 38 |
Interim Report 2020 | Chinney Alliance Group Limited | 1 |
CORPORATE INFORMATION
BOARD OF DIRECTORS
Executive Directors
James Sai-Wing WONG (Chairman)
Yuen-KeungCHAN (Vice Chairman and Managing Director)
James Sing-Wai WONG
Philip Bing-Lun LAM
Non-Executive Director
Wendy Kim-See GAN
Independent Non-Executive Directors
Yuen-Tin NG
Chi-Chiu WU
Ronald James BLAKE
AUDIT COMMITTEE
Yuen-Tin NG (Chairman)
Chi-Chiu WU
Wendy Kim-See GAN
REMUNERATION COMMITTEE
Chi-Chiu WU (Chairman)
Yuen-Tin NG
Wendy Kim-See GAN
COMPANY SECRETARY
Yun-Sang LO
PRINCIPAL BANKERS
The Hongkong and Shanghai Banking
Corporation Limited
The Bank of East Asia, Limited
Shanghai Commercial Bank Limited
Hang Seng Bank Limited
Bank of China (Hong Kong) Limited
AUDITOR
Ernst & Young
PRINCIPAL SHARE REGISTRAR
AND TRANSFER OFFICE
Ocorian Management (Bermuda) Limited Victoria Place, 5th Floor
31 Victoria Street
Hamilton HM 10 Bermuda
HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE
Tricor Tengis Limited
Level 54, Hopewell Centre
183 Queen's Road East
Hong Kong
REGISTERED OFFICE
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS
23rd Floor
Wing On Centre
111 Connaught Road Central
Hong Kong
STOCK CODE
SEHK 00385
2 | Chinney Alliance Group Limited | Interim Report 2020 |
CORPORATE INFORMATION
BUSINESS ADDRESSES AND CONTACTS
Chinney Alliance Group Limited | Chinney Construction Company, Limited | ||
23rd Floor | Block A&B, 9th Floor | ||
Wing On Centre | Hong Kong Spinners Industrial Building, Phase VI | ||
111 Connaught Road Central | 481-483 Castle Peak Road | ||
Hong Kong | Kowloon | ||
Hong Kong | |||
Tel | : (852) 2877-3307 | ||
Fax | : (852) 2877-2035 | Tel | : (852) 2371-0100 |
Website | : http://chinneyalliancegroup.etnet.com.hk | Fax | : (852) 2411-1402 |
: general@chinneyhonkwok.com | : chinney@chinney.com.hk |
Kin Wing Engineering Company Limited | DrilTech Ground Engineering Limited | ||
Kin Wing Foundations Limited | DrilTech Geotechnical Engineering Limited | ||
Block A&B, 9th Floor | Block A&B, 8th Floor | ||
Hong Kong Spinners Industrial Building, Phase VI | Hong Kong Spinners Industrial Building, Phase VI | ||
481-483 Castle Peak Road | 481-483 Castle Peak Road | ||
Kowloon | Kowloon | ||
Hong Kong | Hong Kong | ||
Tel | : (852) 2415-6509 | Tel | : (852) 2371-0008 |
Fax | : (852) 2490-0173 | Fax | : (852) 2744-1037 |
Website | : http://www.kinwing.com.hk | Website | : http://www.driltech.com.hk |
: kwecoltd@kinwing.com.hk | : driltech@driltech.com.hk | ||
Shun Cheong Electrical Engineering Company Limited | Jacobson van den Berg (Hong Kong) Limited | ||
Westco Airconditioning Limited | |||
Block C, 9th Floor | Flat A, 7th Floor | ||
Hong Kong Spinners Industrial Building, Phase VI | Cheung Lung Industrial Building | ||
481-483 Castle Peak Road | 10 Cheung Yee Street | ||
Kowloon | Kowloon | ||
Hong Kong | Hong Kong | ||
Tel | : (852) 2426-3123 | Tel | : (852) 2828-9328 |
Fax | : (852) 2481-3463 | Fax | : (852) 2828-9408 |
: general@scee.com.hk | Website | : http://www.jvdb.com | |
: info@jvdb.com | |||
Westco Chinney Limited | Chinney Alliance Engineering Limited | ||
Block C, 9th Floor | Unit 901-903, 9th Floor | ||
Hong Kong Spinners Industrial Building, Phase VI | Laford Centre | ||
481-483 Castle Peak Road | 838 Lai Chi Kok Road | ||
Kowloon | Kowloon | ||
Hong Kong | Hong Kong | ||
Tel | : (852) 2362-4301 | Tel | : (852) 3798-3800 |
Fax | : (852) 2412-1706 | Fax | : (852) 2960-1013 |
Website | : http://www.westcochinney.com | Website | : http://www.chinney-eng.com |
: wcl@westcochinney.com | : focal@chinney-eng.com |
Interim Report 2020 | Chinney Alliance Group Limited | 3 |
REVIEW OF OPERATIONS
RESULTS
The board of directors (the "Board") of Chinney Alliance Group Limited (the "Company", collectively with its subsidiaries, the "Group") is pleased to announced that the Group recorded a revenue of HK$2,177 million (2019: HK$2,453 million), with net profit of HK$60.6 million (2019: HK$91.7 million) for the six months ended 30 June 2020. The profit attributable to the equity holders of the Company was HK$52.3 million (2019: HK$84.8 million).
INTERIM DIVIDEND
The Board does not recommend the payment of an interim dividend for the six months ended 30 June 2020 (2019: Nil).
BUSINESS REVIEW AND PROSPECTS
The results and prospects of our major business segments are set out below:
Trading of plastics and chemical products
Jacobson van den Berg (Hong Kong) Limited and its fellow subsidiaries generated revenue of HK$182 million (2019: HK$235 million) from sales to external customers and an operating loss of HK$1.4 million (2019: loss of HK$2.0 million). The trading environment for our plastics business has been an uphill battle for the past two years. While the US and Mainland China reached an agreement to ease trade tensions at the beginning of the year, manufacturers were hit with shut downs due to the COVID-19 pandemic. The demand for our traditional plastic and chemical products decreased even more. The provision for slow moving plastic and chemical goods and net exchange losses from the weak Renminbi further lowered its margins. Fortunately, an increase in the sale and profit contribution from "JcoNAT" disinfectant products partly compensated for the loss from plastics operations. Our managers are diligently exploring ways to broaden the scope of its trading business to strengthen its market position and maintain quality customers. It is also developing new distribution channels for "JcoNAT" products in Hong Kong and Mainland China to expand its market presence.
Building related contracting services
Shun Cheong Investments Limited and its subsidiaries ("Shun Cheong") has core businesses in heat, ventilation and air-conditioning, water, electrical, and fire services contributing revenue of HK$905 million (2019: HK$1,160 million) with operating profits of HK$41.1 million (2019: HK$52.5 million). The current major projects were still in early stages of construction, thus profit contribution were lower than that of the corresponding period last year. There were also increases in staff costs and overhead to support the increase in the number of active projects. As at the end of the reporting period, the segment had outstanding contract sums of approximately HK$4,167 million, with additional HK$357 million worth projects were awarded subsequently.
Building construction
Chinney Construction Company, Limited ("Chinney Construction") and Chinney Builders Company Limited, which operate in Hong Kong, and Chinney Timwill Construction (Macau) Company Limited earned a combined revenue of HK$305 million (2019: HK$522 million) and achieved an operating profit of HK$14.9 million (2019: HK$46.2 million). This business was affected by previous active projects being completed yet the award of new projects had been delayed due to the social and COVID-19 pandemic situations. Consequently, revenue and profit were both reduced for the current period. However, the award of major projects in the second and the third quarters of this year has improved business prospects for the remainder of the year. An outstanding contract sum of approximately HK$896 million as at 30 June 2020 and additional HK$391 million worth projects were awarded subsequent to the end of the reporting period.
4 | Chinney Alliance Group Limited | Interim Report 2020 |
REVIEW OF OPERATIONS
BUSINESS REVIEW AND PROSPECTS (continued)
Foundation piling and ground investigation
Chinney Kin Wing Holdings Limited ("Chinney Kin Wing", together with its subsidiaries, the "Chinney Kin Wing Group") contributed revenue of HK$687 million (2019: HK$518 million) and operating profit of HK$39.9 million (2019: HK$34.8 million) to the Group. The increase in revenue in the current period was attributable to the contribution from certain sizeable contracts from our foundation division. The gross profit recognised also increased, but not in proportion to the increase in revenue. This was due to lower profit margins resulting from the continuing weak market combined with intense competition. The Chinney Kin Wing Group and market players had to adopt more aggressive pricing policies to win business. Moreover, more stringent contractual requirements as well as higher labour costs due to operational constraints brought on by COVID-19 pandemic further eroded profit margins. At the same time, Chinney Kin Wing Group increased staff costs to reward and retain talented staff so as to maintain workforce performance and productivity.
As at 30 June 2020, Chinney Kin Wing Group had 11 and 48 projects in progress with contract sums of approximately HK$3,107 million and HK$356 million in the foundation and drilling divisions, respectively.
Since the outbreak of the COVID-19, the management of Chinney Kin Wing Group implemented a series of precautionary and control measures to ensure the safety of our staff and members, with the purpose of providing a safe and hassle-free workplace. To sustain business growth and achieve financial stability amid fierce competitions in the foundation market, Chinney Kin Wing Group will continue to implement a series of practical and effective measures, including but not limited to stringent cost controls, reduction of administrative expenses, optimisation of the workforce and resource allocation, enhancing production efficiency, empowering project management teams as well as strengthening the core and extended business fundamentals through a significant investment in staff recruitment and various resources in a timely manner. The management of Chinney Kin Wing will focus on bidding for large-scale and complex foundation contracts offered by public and private sectors as well as diversifying their scope of business activities. At the same time, the drilling division, DrilTech, will endeavour to diversify its business by allocating resources to expand the scope of services in marine ground investigation, instrumentation and field testing. Given their sizeable pool of exceptionally talented team members, the management of Chinney Kin Wing foresees that DrilTech will continue to expand its client base and contribute to the stable and sustainable development of the Chinney Kin Wing Group through 2020, and in turn enhance the revenue and profit contribution in the coming years.
On 20 July 2020, the Company and Chinney Kin Wing announced a possible acquisition of the 50% equity interest in a company which holds land that can be used by the Chinney Kin Wing Group as a storage depot. If the acquisition materialises, this depot will serve as an ideal hub for our production team and general workforce to better streamline, centralise and enhance the Chinney Kin Wing Group's plant maintenance and engineering works as well as optimise the machinery and equipment storage system.
Other businesses
Other businesses recorded a profit of HK$2.2 million (2019: loss of HK$2.3 million), due mainly to profit contributions from Chinney Alliance Engineering Limited (the Group's aviation business) of HK$3.3 million. The aviation business is running some significant projects for the Hong Kong International Airport and is expected to contribute profit to the Group in the coming years.
Interim Report 2020 | Chinney Alliance Group Limited | 5 |
REVIEW OF OPERATIONS
FINANCIAL REVIEW
Liquidity and financial resources
Total interest-bearing debts of the Group, which included trust receipt loans, bank loans and lease liabilities, amounted to HK$290.7 million as at 30 June 2020 (31 December 2019: HK$315.0 million), with no bank overdrafts (31 December 2019: bank overdrafts HK$7.2 million excluded from total interest-bearing debts). The Group's lease liabilities amounted to HK$66.0 million as at 30 June 2020
(31 December 2019: HK$71.1 million). There were HK$234.3 million or 81% (31 December 2019: HK$256.2 million or 81%) of interest-bearing debts classified as current liabilities. The current portion of interest-bearing debts included bank borrowings with repayment-on-demand conditions imposed by the lenders. If that portion of the bank borrowings repayable after one year was classified as non-current liabilities, the current portion of the total interest-bearing debts would be reduced by HK$16.8 million to HK$217.5 million, or 75% of the total interest-bearing debts. Included in the current portion of interest-bearing debts were trust receipt loans of HK$121.4 million (31 December 2019: HK$144.8 million) for financing the purchases of goods by the Plastic Trading segment and the purchases of materials and equipment for installation in the projects of the Building Services segment. Current ratio of the Group as at 30 June 2020, measured by total current assets over total current liabilities, was 1.8 (31 December 2019: 1.7). Total unpledged cash and bank balances less bank overdrafts as at 30 June 2020 were HK$561.9 million (31 December 2019: HK$640.6 million). The decrease in unpledged cash and bank balances less bank overdrafts was mainly due to net cash outflow from operations of HK$30.5 million and net cash outflow for the purchase of property, plant and equipment of HK$22.9 million, net repayment of trust receipt loans of HK$23.4 million and repayment of lease liabilities of HK$6.3 million, net of net inflow from bank loans drawn less repayments of HK$4.2 million.
The Group had a total of HK$2,080 million undrawn banking facilities at period-end available for its working capital, trade finance and issue of performance/surety bonds. The gearing ratio of the Group, measured by total interest-bearing borrowings of HK$290.7 million over the equity attributable to the owners of the Company of HK$1,954.5 million, was 14.9% as at 30 June 2020 (31 December 2019: 16.3%).
Funding and treasury policy
The Group maintains a prudent funding and treasury policy. Surplus funds are maintained in the form of cash deposits with leading banks. Borrowings are mainly denominated in Hong Kong dollars and bear interest at floating rates. Forward contracts of a non-speculative nature are entered to hedge the foreign currency trade purchase commitments of the Group when desirable.
Pledge of assets
As of 30 June 2020, certain properties having an aggregate book value of HK$185.1 million were pledged to banks to secure bank loans and general banking facilities extended to the Group. In addition, time deposits of HK$0.5 million were pledged to banks to secure the performance/surety bonds issued in favour of the Group's clients on contracting works.
6 | Chinney Alliance Group Limited | Interim Report 2020 |
REVIEW OF OPERATIONS
FINANCIAL REVIEW (continued)
Contingent liability
Details of the contingent liabilities of the Group are set out in note 15 to the condensed consolidated interim financial statements.
Employees and remuneration policies
The Group employed approximately 1,840 staff in Hong Kong and other parts of the People's Republic of China (the "PRC") as of 30 June 2020. Remuneration packages are reviewed annually and determined by reference to market pay and individual performance. In addition to salary payments and year-end discretionary bonuses, the Group also provides other employment benefits including medical insurance cover, provident fund and educational subsidies to eligible staff.
CONNECTED TRANSACTIONS
-
On 20 September 2016, Gold Famous Development Limited ("Gold Famous"), an indirect wholly-owned subsidiary of Hon Kwok Land Investment Company, Limited ("Hon Kwok") and an indirect non wholly-owned subsidiary of Chinney Investments, Limited ("Chinney Investments"), as the employer entered into a framework agreement (the "Foundation Framework Agreement") with Kin Wing Foundations Limited ("KWF"), an indirect wholly-owned subsidiary of Chinney Kin Wing and an indirect non wholly-owned subsidiary of the Company, as a contractor for the construction of piling foundation, pipe piling, bored pile wall works at K.C.T.L. 495, Kin Chuen Street, Kwai Chung, New Territories, Hong Kong (the "Land") at a contract sum of HK$210 million (the "Foundation Construction Works"). The entering into the Foundation Framework Agreement constituted a connected transaction of each of Chinney Investments, Hon Kwok, the Company and Chinney Kin Wing under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). On 7 November 2016, at the respective extraordinary general meetings held by each of Chinney Investments and Hon Kwok and at the respective special general meetings held by each of the Company and Chinney Kin Wing, the transaction was approved by the independent shareholders of each of Chinney Investments, Hon Kwok, the Company and Chinney Kin Wing.
Details of the transaction were set out in the joint announcement of Chinney Investments, Hon Kwok, the Company and Chinney Kin Wing dated 20 September 2016 and the Company's circular dated 21 October 2016. During the six months ended 30 June 2020, no revenue was recognised by KWF as the Foundation Construction Works were substantially completed and pending for agreement of variation orders and final account of the project.
Interim Report 2020 | Chinney Alliance Group Limited | 7 |
REVIEW OF OPERATIONS
CONNECTED TRANSACTIONS (continued)
- On 12 June 2018, Shun Cheong Data Centre Solutions Company Limited ("Shun Cheong Data Centre Solutions"), an indirect wholly-owned subsidiary of the Company, as a consultant entered into a consultancy agreement with Gold Famous (as the employer) for the provision of consultancy services by Shun Cheong Data Centre Solutions to Gold Famous in relation to the construction and development of a data centre in the Land (the "Data Centre Project") at a consultancy fee of HK$16,200,000 (the "Consultancy Agreement"). The entering into the Consultancy Agreement constituted a connected transaction for each of Chinney Investments, Hon Kwok and the Company. As the applicable percentage ratios for each of Chinney Investments, Hon Kwok and the Company were more than 0.1% but less than 5%, the transactions contemplated under the Consultancy Agreement were subject to the reporting and announcement requirements but exempt from the circular and independent shareholders' approval requirement for each of the companies under Chapter 14A of the Listing Rules.
Details of the Consultancy Agreement and transactions contemplated thereunder were set out in a joint announcement of the Chinney Investments, Hon Kwok and the Company dated 12 June 2018. The revenue recognised by Shun Cheong Data Centre Solutions in respect of the transaction amounted to HK$4,050,000 during the six months ended 30 June 2020. The Consultancy Agreement was completed and the consultancy fee of HK$16,200,000 was received in full. - On 12 July 2018, Chinney Construction, an indirect wholly-owned subsidiary of the Company, entered into a framework agreement with Gold Famous as the employer for the construction works to be carried out by Chinney Construction as the main contractor for the Data Centre Project at a total contract sum of HK$757,838,691.70 (the "Construction Framework Agreement"). The entering into of the Construction Framework Agreement constituted a connected transaction of each of Chinney Investments, Hon Kwok and the Company. Pursuant to Rules 14A.81 and 14A.82 of the Listing Rules, the Consultancy Agreement and the Construction Framework Agreement should be aggregated as a series of transactions as they were entered into within a 12-month period and involved parties which were connected with one another among Chinney Investments, Hon Kwok and the Company. On 24 August 2018, at the respective extraordinary general meetings held by each of Chinney Investments and Hon Kwok and on the special general meeting held by the Company, the transaction was approved by the independent shareholders of each of Chinney Investments, Hon Kwok and the Company.
Details of the transaction were set out in the joint announcement of Chinney Investments, Hon Kwok and the Company dated 12 July 2018 and the Company's circular dated 8 August 2018. During the six months ended 30 June 2020, revenue of HK$155,018,000 was recognised by Chinney Construction in respect of the transaction.
8 | Chinney Alliance Group Limited | Interim Report 2020 |
REVIEW OF OPERATIONS
OUTLOOK
Hong Kong's economic outlook continues to be severely restricted by the COVID-19 pandemic. At the same time, the relationship between the US and China continues to deteriorate and their conflict is widening beyond trade.
In Hong Kong, GDP fell by 9% year-on-year in the second quarter of 2020. The unemployment rate once reached 6.2%: the highest in more than 15 years, and then reduced to 6.1% in May to July 2020. The local economy has been alternatively tightening and loosening based upon the number of local COVID-19 cases, with the most recent tightening measures implement to combat the third wave of the pandemic in July. The services industry has been the worst affected and there is speculation of a new wave of bankruptcies and layoffs before the end of the year. The Cash Pay-off Scheme, the Employment Support Scheme and other funding schemes have eased some of the difficulties faced by of businesses entities and households. The Group's businesses have also been affected as well as have received benefits in this economic environment. The Plastic Trading segment continues the development of products and distribution channels to grow its health related business segment. The Foundation, Building Construction and Building Services segments are facing keen competition on price and skilled workers, but have maintained their reputations for reliability and excellence. While the Group has satisfactory level of contracts secured, we are facing the most difficult business environment since the last SARS epidemic. However, we remain optimistic about prospects. As announced by the Government in the Long-term Housing Strategy Annual Progress Report 2019, the total housing supply targets for the 10-year period from fiscal year 2020/21 to 2029/30 will be 430,000 units. We believe this signals an increase in demand for the construction industry related businesses in Hong Kong for both public and private sectors for the next ten years.
APPRECIATION
I would like to thank my fellow directors for their advice and continued support, and more importantly to our staff at all levels for their dedication, hard work and contribution during these difficult times. I would also like to thank you, our shareholders, for your loyalty and support. And also thank you to our business partners and other stakeholders with whom we share our business development and success.
By Order of the Board
James Sai-Wing Wong
Chairman
Hong Kong, 26 August 2020
Interim Report 2020 | Chinney Alliance Group Limited | 9 |
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
Six months ended 30 June | |||||
2020 | 2019 | ||||
(Unaudited) | (Unaudited) | ||||
Notes | HK$'000 | HK$'000 | |||
REVENUE | 3 | 2,177,135 | 2,453,426 | ||
Cost of sales/services provided | (1,847,472) | (2,098,110) | |||
Gross profit | 329,663 | 355,316 | |||
Other income | 3 | 3,004 | 3,276 | ||
Selling and distribution costs | (6,480) | (6,882) | |||
Administrative expenses | (258,075) | (229,261) | |||
Other operating income/(expenses), net | 16,988 | (258) | |||
Finance costs | 4 | (7,334) | (5,953) | ||
PROFIT BEFORE TAX | 5 | 77,766 | 116,238 | ||
Income tax expense | 6 | (17,176) | (24,524) | ||
PROFIT FOR THE PERIOD | 60,590 | 91,714 | |||
Attributable to: | |||||
Owners of the Company | 52,256 | 84,766 | |||
Non-controlling interests | 8,334 | 6,948 | |||
60,590 | 91,714 | ||||
EARNINGS PER SHARE ATTRIBUTABLE TO | |||||
ORDINARY EQUITY HOLDERS OF THE COMPANY | 7 | ||||
Basic and diluted | HK8.8 cents | HK14.3 cents | |||
10 | Chinney Alliance Group Limited | Interim Report 2020 |
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months ended 30 June | ||||
2020 | 2019 | |||
(Unaudited) | (Unaudited) | |||
HK$'000 | HK$'000 | |||
PROFIT FOR THE PERIOD | 60,590 | 91,714 | ||
OTHER COMPREHENSIVE INCOME/(LOSS) | ||||
Other comprehensive income/(loss) that may be reclassified to | ||||
profit or loss in subsequent periods: | ||||
Exchange differences on translation of foreign operations and | ||||
net other comprehensive income/(loss) that may be reclassified | ||||
to profit or loss in subsequent periods | (2,221) | 247 | ||
Other comprehensive loss that will not be reclassified to | ||||
profit or loss in subsequent periods: | ||||
Change in fair value of equity investment at fair value through | ||||
other comprehensive income | (207) | (82) | ||
OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD, | ||||
NET OF TAX | (2,428) | 165 | ||
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | 58,162 | 91,879 | ||
Attributable to: | ||||
Owners of the Company | 49,828 | 84,931 | ||
Non-controlling interests | 8,334 | 6,948 | ||
58,162 | 91,879 | |||
Interim Report 2020 | Chinney Alliance Group Limited | 11 |
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 June | 31 December | |||
2020 | 2019 | |||
(Unaudited) | (Audited) | |||
Notes | HK$'000 | HK$'000 | ||
NON-CURRENT ASSETS | ||||
Property, plant and equipment | 9 | 964,503 | 881,258 | |
Investment properties | 39,191 | 39,191 | ||
Investment in a joint venture | - | - | ||
Equity investment at fair value through | ||||
other comprehensive income | 2,623 | 2,830 | ||
Goodwill | 14,369 | 14,369 | ||
Financial assets at fair value through profit or loss | 6,781 | 6,053 | ||
Prepayment, deposits and other receivables | 2,077 | 2,516 | ||
Deferred tax assets | 50 | 50 | ||
Total non-current assets | 1,029,594 | 946,267 | ||
CURRENT ASSETS | ||||
Inventories | 79,462 | 74,150 | ||
Contract assets | 1,345,201 | 1,169,182 | ||
Trade receivables | 10 | 548,389 | 730,073 | |
Amount due from a related company | 11 | 37,583 | 106,642 | |
Amount due from a joint venture | 967 | 967 | ||
Prepayments, deposits and other receivables | 102,619 | 271,077 | ||
Derivative financial instruments | 1,854 | - | ||
Tax recoverable | 3,993 | 8,024 | ||
Pledged time deposits | 529 | 452 | ||
Cash and cash equivalents | 561,912 | 647,827 | ||
Total current assets | 2,682,509 | 3,008,394 | ||
CURRENT LIABILITIES | ||||
Trade, bills and retention monies payables | 12 | 591,649 | 714,509 | |
Trust receipt loans | 121,376 | 144,804 | ||
Other payables and accruals | 620,178 | 717,519 | ||
Tax payable | 32,944 | 51,939 | ||
Interest-bearing bank borrowings | 103,317 | 106,332 | ||
Lease liabilities | 9,653 | 12,356 | ||
Total current liabilities | 1,479,117 | 1,747,459 | ||
NET CURRENT ASSETS | 1,203,392 | 1,260,935 | ||
TOTAL ASSETS LESS CURRENT LIABILITIES | 2,232,986 | 2,207,202 | ||
12 | Chinney Alliance Group Limited | Interim Report 2020 |
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 June | 31 December | |||
2020 | 2019 | |||
(Unaudited) | (Audited) | |||
Notes | HK$'000 | HK$'000 | ||
NON-CURRENT LIABILITIES | ||||
Lease liabilities | 56,379 | 58,756 | ||
Deferred tax liabilities | 96,233 | 96,700 | ||
Total non-current liabilities | 152,612 | 155,456 | ||
Net assets | 2,080,374 | 2,051,746 | ||
EQUITY | ||||
Equity attributable to owners of the Company | ||||
Issued capital | 13 | 59,490 | 59,490 | |
Reserves | 1,895,029 | 1,868,997 | ||
1,954,519 | 1,928,487 | |||
Non-controlling interests | 125,855 | 123,259 | ||
Total equity | 2,080,374 | 2,051,746 | ||
Interim Report 2020 | Chinney Alliance Group Limited | 13 |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to owners of the Company | ||||||||||||||||||||||||||||||||
Fair value | ||||||||||||||||||||||||||||||||
Share | Asset | reserve | Exchange | Non- | ||||||||||||||||||||||||||||
Issued | premium | Contributed | revaluation | (non- | Legal | fluctuation | Retained | controlling | Total | |||||||||||||||||||||||
capital | account | surplus | reserve | recycling) | reserve | reserve | profits | Total | interests | equity | ||||||||||||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||||||||||||||||||||||
At 1 January 2020 | 59,490 | 60,978 | 120,946 | 303,068 | (213) | 1,505 | (2,406) | 1,385,119 | 1,928,487 | 123,259 | 2,051,746 | |||||||||||||||||||||
Profit for the period | - | - | - | - | - | - | - | 52,256 | 52,256 | 8,334 | 60,590 | |||||||||||||||||||||
Other comprehensive loss | ||||||||||||||||||||||||||||||||
for the period: | ||||||||||||||||||||||||||||||||
Exchange differences related to | ||||||||||||||||||||||||||||||||
foreign operations | - | - | - | - | - | - | (2,221) | - | (2,221) | - | (2,221) | |||||||||||||||||||||
Change in fair value of equity | ||||||||||||||||||||||||||||||||
investment at fair value through | ||||||||||||||||||||||||||||||||
other comprehensive income | - | - | - | - | (207) | - | - | - | (207) | - | (207) | |||||||||||||||||||||
Total comprehensive income | ||||||||||||||||||||||||||||||||
for the period | - | - | - | - | (207) | - | (2,221) | 52,256 | 49,828 | 8,334 | 58,162 | |||||||||||||||||||||
Release of revaluation reserve on | ||||||||||||||||||||||||||||||||
leasehold land and owned | ||||||||||||||||||||||||||||||||
buildings to retained profits | - | - | - | (6,425) | - | - | - | 6,425 | - | - | - | |||||||||||||||||||||
Dividends paid to non-controlling | ||||||||||||||||||||||||||||||||
shareholders | - | - | - | - | - | - | - | - | - | (5,738) | (5,738) | |||||||||||||||||||||
Final 2019 dividend declared | - | - | - | - | - | - | - | (23,796) | (23,796) | - | (23,796) | |||||||||||||||||||||
At 30 June 2020 | 59,490 | 60,978* | 120,946* | 296,643* | (420)* | 1,505* | (4,627)* | 1,420,004* | 1,954,519 | 125,855 | 2,080,374 | |||||||||||||||||||||
At 1 January 2019 | 59,490 | 60,978 | 120,946 | 314,177 | 111 | 1,505 | (1,026) | 1,277,084 | 1,833,265 | 118,113 | 1,951,378 | |||||||||||||||||||||
Profit for the period | - | - | - | - | - | - | - | 84,766 | 84,766 | 6,948 | 91,714 | |||||||||||||||||||||
Other comprehensive income/(loss) | ||||||||||||||||||||||||||||||||
for the period: | ||||||||||||||||||||||||||||||||
Exchange differences on translation | ||||||||||||||||||||||||||||||||
of foreign operations | - | - | - | - | - | - | 247 | - | 247 | - | 247 | |||||||||||||||||||||
Loss on change in fair value of | ||||||||||||||||||||||||||||||||
equity investment designated at | ||||||||||||||||||||||||||||||||
fair value through other | ||||||||||||||||||||||||||||||||
comprehensive income | - | - | - | - | (82) | - | - | - | (82) | - | (82) | |||||||||||||||||||||
Total comprehensive income | ||||||||||||||||||||||||||||||||
for the period | - | - | - | - | (82) | - | 247 | 84,766 | 84,931 | 6,948 | 91,879 | |||||||||||||||||||||
Release of revaluation reserve on | ||||||||||||||||||||||||||||||||
land and buildings to retained | ||||||||||||||||||||||||||||||||
profits | - | - | - | (6,373) | - | - | - | 6,373 | - | - | - | |||||||||||||||||||||
Dividends declared to non-controlling | ||||||||||||||||||||||||||||||||
shareholders | - | - | - | - | - | - | - | - | - | (7,650) | (7,650) | |||||||||||||||||||||
Final 2018 dividend declared | - | - | - | - | - | - | - | (35,694) | (35,694) | - | (35,694) | |||||||||||||||||||||
At 30 June 2019 | 59,490 | 60,978 | 120,946 | 307,804 | 29 | 1,505 | (779) | 1,332,529 | 1,882,502 | 117,411 | 1,999,913 | |||||||||||||||||||||
- These reserve accounts comprise the consolidated reserves of HK$1,895,029,000 in the condensed consolidated statement of financial position.
14 | Chinney Alliance Group Limited | Interim Report 2020 |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended 30 June | |||||||
2020 | 2019 | ||||||
(Unaudited) | (Unaudited) | ||||||
Notes | HK$'000 | HK$'000 | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
Profit before tax | 77,766 | 116,238 | |||||
Adjustments for: | |||||||
Finance costs | 4 | 7,334 | 5,953 | ||||
Depreciation of property, plant and equipment | 5 | 38,146 | 43,783 | ||||
Depreciation of right-of-use assets | 5 | 16,246 | 6,993 | ||||
Provision for inventories included in cost of | |||||||
inventories sold | 893 | 266 | |||||
Loss/(gain) on disposal of items of property, | |||||||
plant and equipment, net | 5 | (4) | 263 | ||||
Fair value loss/(gain) on derivative financial instruments | 5 | (1,854) | 3 | ||||
Fair value changes in financial assets at fair value | |||||||
through profit or loss | 5 | 286 | - | ||||
Interest income | 3 | (1,799) | (1,525) | ||||
137,014 | 171,974 | ||||||
Decrease/(increase) in inventories | (6,205) | 27,509 | |||||
Increase in contract assets | (176,019) | (112,648) | |||||
Decrease in trade receivables | 181,684 | 28,069 | |||||
Decrease/(increase) in amount due from a | |||||||
related company | 69,059 | (32,665) | |||||
Decrease/(increase) in prepayments, deposits and | |||||||
other receivables | 52,104 | (50,729) | |||||
Decrease in trade, bills and retention monies payables | (122,860) | (76,845) | |||||
Decrease in other payables and accruals | (127,119) | (88,256) | |||||
Cash generated from/(used in) operations | 7,658 | (133,591) | |||||
Interest received | 1,799 | 1,525 | |||||
Interest paid | (7,334) | (5,953) | |||||
Hong Kong profits tax paid, net | (25,950) | - | |||||
Overseas tax paid, net | (6,653) | (378) | |||||
Net cash flows used in operating activities | (30,480) | (138,397) | |||||
Interim Report 2020 | Chinney Alliance Group Limited | 15 |
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended 30 June | ||||
2020 | 2019 | |||
(Unaudited) | (Unaudited) | |||
Notes | HK$'000 | HK$'000 | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of items of property, plant and equipment | (22,885) | (49,550) | ||
Purchase of equity investment at fair value through | ||||
other comprehensive income | - | (235) | ||
Purchase of financial assets at fair value through | ||||
profit or loss | (1,014) | - | ||
Proceeds from disposals of items of property, | ||||
plant and equipment | 6 | 18 | ||
Proceeds from disposal of derivative financial instruments | - | 493 | ||
Net cash flows used in investing activities | (23,893) | (49,274) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Increase in trust receipt loans | (23,428) | (35,363) | ||
New bank loans | 75,000 | 40,000 | ||
Repayment of bank loans | (70,789) | (10,470) | ||
Decrease/(increase) in pledged time deposits | (77) | 1,611 | ||
Principal portion of lease payments | (6,250) | (5,332) | ||
Net cash flows used in financing activities | (25,544) | (9,554) | ||
NET DECREASE IN CASH AND CASH EQUIVALENTS | (79,917) | (197,225) | ||
Cash and cash equivalents at beginning of period | 640,601 | 778,936 | ||
Effect of foreign exchange rate changes, net | 1,228 | 206 | ||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 561,912 | 581,917 | ||
ANALYSIS OF BALANCES OF CASH AND CASH | ||||
EQUIVALENTS | ||||
Cash and bank balances | 410,239 | 486,765 | ||
Non-pledged time deposits with original maturity of less | ||||
than three months when acquired | 151,673 | 100,772 | ||
Cash and cash equivalents as stated in the condensed | ||||
consolidated statement of financial position | 561,912 | 587,537 | ||
Bank overdrafts | - | (5,620) | ||
Cash and cash equivalents as stated in the condensed | ||||
consolidated statement of cash flows | 561,912 | 581,917 | ||
16 | Chinney Alliance Group Limited | Interim Report 2020 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. BASIS OF PREPARATION AND CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
The unaudited condensed consolidated interim financial statements have been prepared in accordance with Hong Kong Accounting Standard ("HKAS") 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA") and with the applicable disclosure requirements of Appendix 16 to the Listing Rules.
The unaudited condensed consolidated interim financial statements do not include all the information and disclosures required in the financial statements, and should be read in conjunction with the Group's annual financial statements for the year ended 31 December 2019.
The unaudited condensed consolidated interim financial statements have been prepared under the historical cost convention, except for investment properties, leasehold land and buildings included in property, plant and equipment, equity investment at fair value through other comprehensive income, financial assets at fair value through profit or loss as well as derivative financial instruments, which have been measured at fair value. The accounting policies adopted in the preparation of the unaudited condensed consolidated interim financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2019, except as described below. The Group has applied, for the first time, the following revised Hong Kong Financial Reporting Standards ("HKFRS", which include all HKFRSs, HKASs and Interpretations) issued by the HKICPA for the current period's financial information.
Amendments to HKFRS 3 | Definition of a Business |
Amendments to HKFRS 9, HKAS 39 | Interest Rate Benchmark Reform |
and HKFRS 7 | |
Amendments to HKFRS 16 | Covid-19-Related Rent Concessions (early adopted) |
Amendments to HKAS 1 and HKAS 8 | Definition of Material |
The adoption of these revised accounting standards does not have material impact on the Group's unaudited condensed consolidated interim financial statements.
Interim Report 2020 | Chinney Alliance Group Limited | 17 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
2. OPERATING SEGMENT INFORMATION
The Group is principally engaged in the trading of plastics and chemical products, provision of building related contracting services, provision of foundation piling works and sub-structure works, building construction works for both public and private sectors and others, which include distribution of aviation system and other hi-tech products and property and investment holding.
Six months ended 30 June 2020
Building | Foundation | |||||||||||
Plastic and | related | piling and | ||||||||||
chemical | contracting | Building | ground | |||||||||
products | services | construction | investigation | Others | Total | |||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||
Segment revenue: | ||||||||||||
Sales to external customers | 181,547 | 904,601 | 305,291 | 686,820 | 98,876 | 2,177,135 | ||||||
Intersegment sales | 122 | 33,747 | - | - | - | 33,869 | ||||||
Other revenue | 243 | 322 | 607 | 42 | 30 | 1,244 | ||||||
181,912 | 938,670 | 305,898 | 686,862 | 98,906 | 2,212,248 | |||||||
Reconciliation: | ||||||||||||
Elimination of | ||||||||||||
intersegment sales | (33,869) | |||||||||||
Revenue | 2,178,379 | |||||||||||
Segment results | (1,421) | 41,077 | 14,949 | 39,863 | 2,226 | 96,694 | ||||||
Reconciliation: | ||||||||||||
Interest income and | ||||||||||||
unallocated gains | 1,760 | |||||||||||
Unallocated expenses | (20,688) | |||||||||||
Profit before tax | 77,766 | |||||||||||
18 | Chinney Alliance Group Limited | Interim Report 2020 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
2. OPERATING SEGMENT INFORMATION (continued)
As at 30 June 2020
Building | Foundation | ||||||
Plastic and | related | piling and | |||||
chemical | contracting | Building | ground | ||||
products | services | construction | investigation | Others | Total | ||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||
Segment assets | 338,427 | 1,402,038 | 667,493 | 871,049 | 379,214 | 3,658,221 | |
Reconciliation: | |||||||
Elimination of intersegment | |||||||
receivables | (58,288) | ||||||
Equity investment at fair | |||||||
value through other | |||||||
comprehensive income | 2,623 | ||||||
Financial assets at fair value | |||||||
through profit or loss | 2,500 | ||||||
Corporate and other | |||||||
unallocated assets | 107,047 | ||||||
Total assets | 3,712,103 | ||||||
Segment liabilities | 87,448 | 840,229 | 172,726 | 339,341 | 95,359 | 1,535,103 | |
Reconciliation: | |||||||
Elimination of intersegment | |||||||
payables | (58,288) | ||||||
Corporate and other | |||||||
unallocated liabilities | 154,914 | ||||||
Total liabilities | 1,631,729 | ||||||
Interim Report 2020 | Chinney Alliance Group Limited | 19 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
2. OPERATING SEGMENT INFORMATION (continued)
Six months ended 30 June 2019
Building | Foundation | |||||||||||
Plastic and | related | piling and | ||||||||||
chemical | contracting | Building | ground | |||||||||
products | services | construction | investigation | Others | Total | |||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||
Segment revenue: | ||||||||||||
Sales to external customers | 234,947 | 1,159,620 | 521,664 | 518,096 | 19,099 | 2,453,426 | ||||||
Intersegment sales | 101 | 11,004 | - | - | - | 11,105 | ||||||
Other revenue | 497 | 63 | 23 | 1,879 | 2 | 2,464 | ||||||
235,545 | 1,170,687 | 521,687 | 519,975 | 19,101 | 2,466,995 | |||||||
Reconciliation: | ||||||||||||
Elimination of | ||||||||||||
intersegment sales | (11,105) | |||||||||||
Revenue | 2,455,890 | |||||||||||
Segment results | ||||||||||||
(2,043) | 52,510 | 46,192 | 34,763 | (2,266) | 129,156 | |||||||
Reconciliation: | ||||||||||||
Interest income and | ||||||||||||
unallocated gains | 812 | |||||||||||
Unallocated expenses | (13,730) | |||||||||||
Profit before tax | 116,238 | |||||||||||
20 | Chinney Alliance Group Limited | Interim Report 2020 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
2. OPERATING SEGMENT INFORMATION (continued)
As at 31 December 2019
Building | Foundation | ||||||
Plastic and | related | piling and | |||||
chemical | contracting | Building | ground | ||||
products | services | construction | investigation | Others | Total | ||
(Audited) | (Audited) | (Audited) | (Audited) | (Audited) | (Audited) | ||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||
Segment assets | 361,494 | 1,518,685 | 734,277 | 892,941 | 268,509 | 3,775,906 | |
Reconciliation: | |||||||
Elimination of intersegment | |||||||
receivables | (59,695) | ||||||
Equity investment at fair | |||||||
value through other | |||||||
comprehensive income | 2,830 | ||||||
Financial assets at fair value | |||||||
through profit or loss | 1,647 | ||||||
Corporate and other | |||||||
unallocated assets | 233,973 | ||||||
Total assets | 3,954,661 | ||||||
Segment liabilities | |||||||
95,449 | 961,412 | 246,117 | 387,919 | 99,063 | 1,789,960 | ||
Reconciliation: | |||||||
Elimination of intersegment | |||||||
payables | (59,695) | ||||||
Corporate and other | |||||||
unallocated liabilities | 172,650 | ||||||
Total liabilities | 1,902,915 | ||||||
Interim Report 2020 | Chinney Alliance Group Limited | 21 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
3. REVENUE AND OTHER INCOME
An analysis of revenue and other income is as follows:
REVENUE FROM CONTRACTS WITH CUSTOMERS
Six months ended 30 June | |||
2020 | 2019 | ||
(Unaudited) | (Unaudited) | ||
HK$'000 | HK$'000 | ||
Type of goods and services | |||
Sales of goods | 233,427 | 346,760 | |
Construction services | 1,943,708 | 2,106,666 | |
Total revenue from contracts with customers | 2,177,135 | 2,453,426 | |
Timing of revenue recognition | |||
Goods transferred at a point in time | 233,427 | 346,760 | |
Services transferred over time | 1,943,708 | 2,106,666 | |
Total revenue from contracts with customers | 2,177,135 | 2,453,426 | |
22 | Chinney Alliance Group Limited | Interim Report 2020 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
3. REVENUE AND OTHER INCOME (continued)
REVENUE FROM CONTRACTS WITH CUSTOMERS (continued)
- Disaggregated revenue information
For the six months ended 30 June 2020
Building | Foundation | |||||||||||
Plastic and | related | piling and | ||||||||||
chemical | contracting | Building | ground | |||||||||
Segments | products | services | construction | investigation | Others | Total | ||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||
Type of goods or services | ||||||||||||
Sales of goods | 181,547 | 51,880 | - | - | - | 233,427 | ||||||
Construction services | - | 852,721 | 305,291 | 686,820 | 98,876 | 1,943,708 | ||||||
Total revenue from | ||||||||||||
contracts with customers | 181,547 | 904,601 | 305,291 | 686,820 | 98,876 | 2,177,135 | ||||||
Geographical markets | ||||||||||||
Hong Kong | 128,678 | 843,447 | 212,694 | 686,820 | 95,025 | 1,966,664 | ||||||
Mainland China and Macau | 52,869 | 61,154 | 92,597 | - | 3,851 | 210,471 | ||||||
Total revenue from | ||||||||||||
contracts with customers | 181,547 | 904,601 | 305,291 | 686,820 | 98,876 | 2,177,135 | ||||||
Timing of revenue | ||||||||||||
recognition | ||||||||||||
Goods transferred at a | ||||||||||||
point in time | 181,547 | 51,880 | - | - | - | 233,427 | ||||||
Services transferred over | ||||||||||||
time | - | 852,721 | 305,291 | 686,820 | 98,876 | 1,943,708 | ||||||
Total revenue from | ||||||||||||
contracts with customers | 181,547 | 904,601 | 305,291 | 686,820 | 98,876 | 2,177,135 | ||||||
Interim Report 2020 | Chinney Alliance Group Limited | 23 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
3. REVENUE AND OTHER INCOME (continued)
REVENUE FROM CONTRACTS WITH CUSTOMERS (continued)
- Disaggregated revenue information (continued) For the six months ended 30 June 2019
Building | Foundation | |||||||||||
Plastic and | related | piling and | ||||||||||
chemical | contracting | Building | ground | |||||||||
Segments | products | services | construction | investigation | Others | Total | ||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||
Type of goods or | ||||||||||||
services | ||||||||||||
Sales of goods | 234,947 | 111,813 | - | - | - | 346,760 | ||||||
Construction services | - | 1,047,807 | 521,664 | 518,096 | 19,099 | 2,106,666 | ||||||
Total revenue from | ||||||||||||
contracts with customers | 234,947 | 1,159,620 | 521,664 | 518,096 | 19,099 | 2,453,426 | ||||||
Geographical markets | ||||||||||||
Hong Kong | 168,946 | 1,036,480 | 454,455 | 516,536 | 14,269 | 2,192,246 | ||||||
Mainland China, | ||||||||||||
Macau and Singapore | 66,001 | 123,140 | 67,209 | 1,560 | 4,830 | 261,180 | ||||||
Total revenue from | ||||||||||||
contracts with customers | 234,947 | 1,159,620 | 521,664 | 518,096 | 19,099 | 2,453,426 | ||||||
Timing of revenue | ||||||||||||
recognition | ||||||||||||
Goods transferred at a | ||||||||||||
point in time | 234,947 | 111,813 | - | - | - | 346,760 | ||||||
Services transferred over | ||||||||||||
time | - | 1,047,807 | 521,664 | 518,096 | 19,099 | 2,106,666 | ||||||
Total revenue from | ||||||||||||
contracts with customers | 234,947 | 1,159,620 | 521,664 | 518,096 | 19,099 | 2,453,426 | ||||||
24 | Chinney Alliance Group Limited | Interim Report 2020 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
3. REVENUE AND OTHER INCOME (continued)
REVENUE FROM CONTRACTS WITH CUSTOMERS (continued)
- Disaggregated revenue information (continued)
Set out below is the reconciliation of the revenue from contracts with customers with the amounts disclosed in the segment information:
For the six months ended 30 June 2020
Building | Foundation | |||||||||||||
Plastic and | related | piling and | ||||||||||||
chemical | contracting | Building | ground | |||||||||||
Segments | products | services | construction | investigation | Others | Total | ||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||||
Revenue from contracts | ||||||||||||||
with customers | ||||||||||||||
Sales to external customers | 181,547 | 904,601 | 305,291 | 686,820 | 98,876 | 2,177,135 | ||||||||
Intersegment sales | 122 | 33,747 | - | - | - | 33,869 | ||||||||
181,669 | 938,348 | 305,291 | 686,820 | 98,876 | 2,211,004 | |||||||||
Intersegment adjustments | ||||||||||||||
and eliminations | (122) | (33,747) | - | - | - | (33,869) | ||||||||
181,547 | 904,601 | 305,291 | 686,820 | 98,876 | 2,177,135 | |||||||||
For the six months ended 30 June 2019 | ||||||||||||||
Building | Foundation | |||||||||||||
Plastic and | related | piling and | ||||||||||||
chemical | contracting | Building | ground | |||||||||||
Segments | products | services | construction | investigation | Others | Total | ||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||||
Revenue from contracts | ||||||||||||||
with customers | ||||||||||||||
Sales to external customers | 234,947 | 1,159,620 | 521,664 | 518,096 | 19,099 | 2,453,426 | ||||||||
Intersegment sales | 101 | 11,004 | - | - | - | 11,105 | ||||||||
235,048 | 1,170,624 | 521,664 | 518,096 | 19,099 | 2,464,531 | |||||||||
Intersegment adjustments | ||||||||||||||
and eliminations | (101) | (11,004) | - | - | - | (11,105) | ||||||||
234,947 | 1,159,620 | 521,664 | 518,096 | 19,099 | 2,453,426 | |||||||||
Interim Report 2020 | Chinney Alliance Group Limited | 25 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
3. REVENUE AND OTHER INCOME (continued)
REVENUE FROM CONTRACTS WITH CUSTOMERS (continued)
- Disaggregated revenue information (continued)
The following table shows the amounts of revenue recognised in the current reporting period that were included in the contract liabilities at the beginning of the reporting:
Six months ended 30 June | |||
2020 | 2019 | ||
(Unaudited) | (Unaudited) | ||
HK$'000 | HK$'000 | ||
Revenue recognised that was included in contract | |||
liabilities at the beginning of the reporting period: | |||
Construction services | 351,609 | 196,518 | |
Six months ended 30 June | |||
2020 | 2019 | ||
(Unaudited) | (Unaudited) | ||
HK$'000 | HK$'000 | ||
Revenue recognised from performance obligations | |||
satisfied in previous periods: | |||
Construction services not previously recognised due to | |||
constraints on variable consideration | 10,696 | 16,837 | |
- Performance obligations
Information about the Group's performance obligations is summarised below:
Sale of products
The performance obligation is satisfied upon delivery of the products and payment is generally due within 60 days from delivery, except for new customers, where payment in advance is normally required.
Construction services
The performance obligation is satisfied over time as services are rendered and payment is generally due within 30 to 60 days from the date of billing. A certain percentage of payment is retained by customers until the end of the retention period as the Group's entitlement to the final payment is conditional on the satisfaction of the service quality by the customers over a certain period as stipulated in the contracts.
26 | Chinney Alliance Group Limited | Interim Report 2020 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
3. REVENUE AND OTHER INCOME (continued)
REVENUE FROM CONTRACTS WITH CUSTOMERS (continued)
- Performance obligations (continued)
The amounts of transaction prices allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as at end of the reporting period are as follows:
30 June | 31 December | ||
2020 | 2019 | ||
(Unaudited) | (Audited) | ||
HK$'000 | HK$'000 | ||
Amounts expected to be recognised as revenue: | |||
Within one year | 6,071,231 | 5,315,623 | |
After one year | 2,642,928 | 3,134,125 | |
8,714,159 | 8,449,748 | ||
The amounts of transaction prices allocated to the remaining performance obligations which are expected to be recognised as revenue after one year relate to construction services, of which the performance obligations are to be satisfied within five years. All the other amounts of transaction prices allocated to the remaining performance obligations are expected to be recognised as revenue within one year. The amounts disclosed above do not include variable consideration which is constrained.
OTHER INCOME | |||
Six months ended 30 June | |||
2020 | 2019 | ||
(Unaudited) | (Unaudited) | ||
HK$'000 | HK$'000 | ||
Interest income | 1,799 | 1,525 | |
Gross rental income | 258 | 1,500 | |
Others | 947 | 251 | |
3,004 | 3,276 | ||
Interim Report 2020 | Chinney Alliance Group Limited | 27 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
4. FINANCE COSTS
An analysis of finance costs is as follows:
Six months ended 30 June | |||
2020 | 2019 | ||
(Unaudited) | (Unaudited) | ||
HK$'000 | HK$'000 | ||
Interest on bank loans and overdrafts | 5,221 | 3,587 | |
Interest on lease liabilities | 2,113 | 2,366 | |
7,334 | 5,953 | ||
5. PROFIT BEFORE TAX
The Group's profit before tax is arrived at after charging/(crediting):
Six months ended 30 June | ||||
2020 | 2019 | |||
(Unaudited) | (Unaudited) | |||
HK$'000 | HK$'000 | |||
Depreciation of property, plant and equipment | ||||
(excluding right-of-use assets) | 38,146 | 43,783 | ||
Less: Amount included in cost of services provided | (5,255) | (4,576) | ||
32,891 | 39,207 | |||
Depreciation of right-of-use assets | 16,246 | 6,993 | ||
Employee benefit expense (including directors' remuneration) | 435,472 | 405,306 | ||
Less: Amount included in cost of services provided | (284,184) | (275,636) | ||
151,288 | 129,670 | |||
Loss/(gain) on disposal of items of property, plant and | ||||
equipment, net* | (4) | 263 | ||
Government subsidies* (note) | (15,136) | - | ||
Fair value changes in financial assets at fair value through | ||||
profit or loss* | 286 | - | ||
Fair value loss/(gain) on derivative financial instruments | ||||
- transaction not qualifying as hedge* | (1,854) | 3 | ||
Foreign exchange differences, net* | 157 | (8) | ||
- These expenses/(income) are included in "Other operating income/(expenses), net" in the condensed consolidated statement of profit or loss.
Note: The government subsidies represented mainly grants from the Employment Support Scheme of the Hong Kong Government, which aims to retain employment and combat COVID-19. There are no unfulfilled conditions or contingencies relating to these subsidies.
28 | Chinney Alliance Group Limited | Interim Report 2020 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
6. | INCOME TAX | ||||
Six months ended 30 June | |||||
2020 | 2019 | ||||
(Unaudited) | (Unaudited) | ||||
HK$'000 | HK$'000 | ||||
Current - Hong Kong | |||||
Charge for the period | 16,394 | 24,172 | |||
Under provision in prior years | 307 | - | |||
Current - Elsewhere | |||||
Charge for the period | 690 | 2,543 | |||
Under provision in prior years | 252 | - | |||
Deferred | (467) | (2,191) | |||
Total tax charge for the period | 17,176 | 24,524 | |||
Hong Kong profits tax has been provided at the rate of 16.5% (2019: 16.5%) on the estimated assessable profits arising in Hong Kong during the period. Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the jurisdictions in which the Group operates.
-
EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY
The calculation of basic earnings per share amounts is based on the profit for the period attributable to ordinary equity holders of the Company of HK$52,256,000 (2019: HK$84,766,000) and the number of 594,899,245 ordinary shares in issue during both periods.
The Group had no potential dilutive ordinary shares in issue during the periods ended 30 June 2020 and 2019. - DIVIDEND
The Board does not recommend the payment of an interim dividend for the six months ended 30 June 2020 (2019: Nil).
The final dividend of HK4.0 cents per ordinary share for the year ended 31 December 2019 was approved by the Company's shareholders at the annual general meeting of the Company held on 9 June 2020 and paid on 7 July 2020. - PROPERTY, PLANT AND EQUIPMENT
During the six months ended 30 June 2020, the Group has acquired property, plant and equipment at cost of HK$117,037,000 through an acquisition of a wholly foreign owned enterprise established in the PRC. This acquisition was accounted for as an acquisition of assets and liabilities through the acquisition of a subsidiary.
Interim Report 2020 | Chinney Alliance Group Limited | 29 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
10. TRADE RECEIVABLES
30 June | 31 December | ||
2020 | 2019 | ||
(Unaudited) | (Audited) | ||
HK$'000 | HK$'000 | ||
Trade receivables | 548,389 | 730,073 | |
The Group's trading terms with its customers are mainly on credit. The credit periods range from cash on delivery to 60 days. A longer credit period may be allowed to customers with good business relationships with the Group. Each customer has a maximum credit limit. The Group seeks to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by senior management. In view of the aforementioned and the fact that the Group's trade receivables relate to a large number of diversified customers, there is no significant concentration of credit risk. The Group does not hold any collateral or other credit enhancements over its trade receivable balances. Trade receivables are non-interest-bearing.
An ageing analysis of the trade receivables as at the end of the reporting period, based on the invoice date and net of loss allowance, is as follows:
30 June | 31 December | ||
2020 | 2019 | ||
(Unaudited) | (Audited) | ||
HK$'000 | HK$'000 | ||
Current to 30 days | 289,488 | 400,129 | |
31 to 60 days | 113,429 | 183,634 | |
61 to 90 days | 56,844 | 66,267 | |
Over 90 days | 88,628 | 80,043 | |
548,389 | 730,073 | ||
11. AMOUNT DUE FROM A RELATED COMPANY
The amount due from a related company represents construction contracting income certified from Gold Famous. Gold Famous is an indirect wholly-owned subsidiary of Hon Kwok of which Dr. James Sai-Wing Wong, a director and a controlling shareholder of the Company, is also a director of and has a beneficial interest in. Mr. James Sing-Wai Wong and Mr. Philip Bing-Lun Lam are common directors of the Company and Hon Kwok.
30 | Chinney Alliance Group Limited | Interim Report 2020 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
12. TRADE, BILLS AND RETENTION MONIES PAYABLES
30 June | 31 December | ||
2020 | 2019 | ||
(Unaudited) | (Audited) | ||
HK$'000 | HK$'000 | ||
Trade payables | 310,311 | 416,371 | |
Bills payable | 12,347 | 15,432 | |
Retention monies payable | 268,991 | 282,706 | |
591,649 | 714,509 | ||
An ageing analysis of the trade payables as at the end of the reporting period, based on the invoice date, is as follows:
30 June | 31 December | ||
2020 | 2019 | ||
(Unaudited) | (Audited) | ||
HK$'000 | HK$'000 | ||
Current to 30 days | 207,403 | 328,461 | |
31 to 60 days | 66,441 | 56,234 | |
61 to 90 days | 11,876 | 22,465 | |
Over 90 days | 24,591 | 9,211 | |
310,311 | 416,371 | ||
The trade payables are non-interest-bearing and are normally settled within terms of 60 to 120 days.
13. SHARE CAPITAL
30 June | 31 December | ||
2020 | 2019 | ||
(Unaudited) | (Audited) | ||
HK$'000 | HK$'000 | ||
Authorised: | |||
2,500,000,000 (31 December 2019: 2,500,000,000) ordinary | |||
shares of HK$0.10 (31 December 2019: HK$0.10) each | 250,000 | 250,000 | |
Issued and fully paid: | |||
594,899,245 (31 December 2019: 594,899,245) ordinary | |||
shares of HK$0.10 (31 December 2019: HK$0.10) each | 59,490 | 59,490 | |
Interim Report 2020 | Chinney Alliance Group Limited | 31 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
14. RELATED PARTY TRANSACTIONS
- The Group had the following material transactions with related parties during the period:
Six months ended 30 June | ||||
2020 | 2019 | |||
(Unaudited) | (Unaudited) | |||
Notes | HK$'000 | HK$'000 | ||
Share of rental and office expenses with a | ||||
related company | (i) | 488 | 1,379 | |
Construction contract income on foundation | ||||
pilings and construction works from a | ||||
related company | (ii) | 155,018 | 202,287 | |
Consultancy income from a related company | (iii) | 4,050 | 2,430 | |
Income on maintenance works from related | ||||
companies | (iv) | 46 | 2,722 | |
Notes:
- The rental and office expenses were charged by Hon Kwok, a subsidiary of Chinney Investments, on an actual basis. Dr. James Sai-Wing Wong is a director of and has a beneficial interest in Hon Kwok. Mr. James Sing-Wai Wong and Mr. Philip Bing-Lun Lam are common directors of the Company and Hon Kwok.
- The construction contracting income on foundation piling and construction works received from a related company was negotiated between the concerned parties by reference to prevailing market rates. The transactions constituted connected transactions of the Group and were approved by the independent shareholders of the Company at the special general meetings held on 7 November 2016 and 24 August 2018, respectively.
- The consultancy income received from a related company was negotiated between the concerned parties by reference to prevailing market rates. The transaction constitutes a connected transaction of the Company but exempted for circular and independent shareholders' approval requirements of the Listing Rules.
- The income on maintenance works received from Hon Kwok and its subsidiaries was negotiated between the concerned parties by reference to prevailing market rates.
- Compensation of key management personnel of the Group:
Six months ended 30 June | |||
2020 | 2019 | ||
(Unaudited) | (Unaudited) | ||
HK$'000 | HK$'000 | ||
Short-term employee benefits | 65,083 | 50,582 | |
Post-employment benefits | 1,622 | 1,664 | |
Total compensation paid to key management personnel | 66,705 | 52,246 | |
32 | Chinney Alliance Group Limited | Interim Report 2020 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
-
CONTINGENT LIABILITY
As at 30 June 2020, the Group provided corporate guarantees and indemnities to certain banks and financial institutions of an aggregate amount of HK$911.6 million to secure the surety/performance bonds issued in favour of the Group's clients on contracting works. This amount included surety/performance bonds issued in favour of the clients of Chinney Kin Wing Group of which corporate guarantees and indemnities of HK$273.7 million were provided by Chinney Kin Wing Group.
Save as disclosed above, the Group had no other material contingent liabilities as at 30 June 2020. - COMMITMENTS
The Group had the following capital commitments at the end of the reporting period:
30 June | 31 December | ||
2020 | 2019 | ||
(Unaudited) | (Audited) | ||
HK$'000 | HK$'000 | ||
Contracted, but not provided for: | |||
Purchase of property, plant and equipment | 17,143 | - | |
Capital contribution to financial assets at fair value | 2,379 | 3,393 | |
19,522 | 3,393 | ||
17. Acquisition of assets and liabilities through acquisition of a subsidiary
The Group entered into an acquisition agreement on 26 November 2019 for the acquisition of the entire equity interest in 東莞東寶龍燈光設備有限公司 (Dongguan Dongbaolong Light Equipment Co., Ltd., for identification only), a wholly foreign owned enterprise established in the PRC, from an independent third party for a cash consideration of RMB104,000,000 (equivalent to HK$116,896,000), which was paid upon signing of the acquisition agreement as deposit and stakeholder monies. The transaction was completed on 20 January 2020. This acquisition was accounted for as an acquisition of assets and liabilities through the acquisition of a subsidiary.
The net inflow of cash and cash equivalents from this acquisition reflected in the consolidated statement of cash flows as part of the cash flow movement in individual assets and liabilities acquired.
Interim Report 2020 | Chinney Alliance Group Limited | 33 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
17. Acquisition of assets and liabilities through acquisition of a subsidiary (continued)
The net assets acquired in the acquisition are as follows:
HK$'000 | ||
Net assets acquired: | ||
Property, plant and equipment | 117,037 | |
Prepayments, deposits and other receivables | 68 | |
Cash and cash equivalents | 35 | |
Other payables and accruals | (244) | |
116,896 | ||
Satisfied by: | ||
Deposit and stakeholder monies paid in last year | 116,896 | |
Cash and cash equivalents acquired | 35 | |
18. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS
The carrying amounts and fair values of the Group's financial instruments, other than those with carrying amounts that reasonably approximate to fair values, are as follows:
Carrying amounts | Fair Values | ||||||||||
30 June | 31 December | 30 June | 31 December | ||||||||
2020 | 2019 | 2020 | 2019 | ||||||||
(Unaudited) | (Audited) | (Unaudited) | (Audited) | ||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||||||||
Financial assets | |||||||||||
Equity investment at fair value through | |||||||||||
other comprehensive income | 2,623 | 2,830 | 2,623 | 2,830 | |||||||
Financial assets at fair value through | |||||||||||
profit or loss | 6,781 | 6,053 | 6,781 | 6,053 | |||||||
Derivative financial instruments | 1,854 | - | 1,854 | - | |||||||
11,258 | 8,883 | 11,258 | 8,883 | ||||||||
34 | Chinney Alliance Group Limited | Interim Report 2020 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
18. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (continued)
Management has assessed that the fair values of cash and cash equivalents, pledged time deposits, trade receivables, trade, bills and retention monies payables, trust receipt loans, financial assets included in prepayments, deposits and other receivables, financial liabilities included in other payables and accruals, lease liabilities, interest-bearing bank borrowings, an amount due from a related company and an amount due from a joint venture approximate to their carrying amounts largely due to the short-term maturities of these instruments.
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
The fair values of the non-current portion of financial assets included in prepayments, deposits and other receivables and lease liabilities have been calculated by discounting the expected future cash flows using rates currently available for instruments with similar terms, credit risk and remaining maturities.
The fair values of certain financial assets at fair value through profit or loss and derivative financial instruments was based on market observable transactions. The fair values of the unlisted equity investment designated at fair value through other comprehensive income and certain financial assets at fair value through profit or loss were derived from the latest transaction price.
Fair value hierarchy
Assets measured at fair value:
Fair value measurement as at 30 June 2020 using | ||||||||
Quoted prices | Significant | Significant | ||||||
in active | observable | unobservable | ||||||
markets | inputs | inputs | ||||||
(Level 1) | (Level 2) | (Level 3) | Total | |||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||
Equity investment at fair | ||||||||
value through other | ||||||||
comprehensive income | - | - | 2,623 | 2,623 | ||||
Financial assets at fair value | ||||||||
through profit or loss | - | 4,564 | 2,217 | 6,781 | ||||
Derivative financial instruments | - | 1,854 | - | 1,854 | ||||
- | 6,418 | 4,840 | 11,258 | |||||
Interim Report 2020 | Chinney Alliance Group Limited | 35 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
18. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (continued)
Fair value hierarchy (continued) Assets measured at fair value:
Fair value measurement as at 31 December 2019 using | |||||||
Quoted prices | Significant | Significant | |||||
in active | observable | unobservable | |||||
markets | inputs | inputs | |||||
(Level 1) | (Level 2) | (Level 3) | Total | ||||
(Audited) | (Audited) | (Audited) | (Audited) | ||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||||
Equity investment at fair | |||||||
value through other | |||||||
comprehensive income | - | - | 2,830 | 2,830 | |||
Financial assets at fair value | |||||||
through profit or loss | - | 4,689 | 1,364 | 6,053 | |||
- | 4,689 | 4,194 | 8,883 | ||||
The Group did not have any financial liabilities measured at fair value as at 30 June 2020 and 31 December 2019.
During the six months ended 30 June 2020, there were no transfers of fair value measurements between Level 1 and Level 2 and no transfers into or out of Level 3 for both financial assets and financial liabilities (2019: Nil).
36 | Chinney Alliance Group Limited | Interim Report 2020 |
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
19. EVENTS AFTER THE REPORTING PERIOD
-
On 20 July 2020, Kin Wing Chinney (BVI) Limited (an indirect non wholly-owned subsidiary of the Company and a direct wholly-owned subsidiary of Chinney Kin Wing, as purchaser), Chinney Kin Wing and Profit Gainer Holdings Limited (an independent third party, as vendor) entered into a memorandum of understanding in relation to the possible acquisition of 50% of the issued share capital of Senior Rich Development Limited (the "Possible Acquisition"). The Possible Acquisition, which is still under negotiation, if materialises, may constitute a major transaction for the Company and Chinney Kin Wing and will be subject to the announcement, reporting and shareholders' approval requirements under the Listing Rules. Details of the transaction were set out in the joint announcement of the Company and Chinney Kin Wing issued on 20 July 2020.
Further announcement will be made by the Company and Chinney Kin Wing in accordance with the applicable requirements of the Listing Rules as and when appropriate. - On 18 August 2020, the Company and FRO Management Holdings Limited ("FRO Management", an independent third party within the meaning of the Listing Rules) entered into a settlement deed (the "Settlement Deed"), pursuant to which (i) the Company agreed to buy back and FRO Management agreed to sell to the Company 25% of the issued shares in Chinney Shun Cheong Holdings Limited ("Chinney Shun Cheong", a direct 75% subsidiary of the Company immediate before the execution of the Settlement Deed) at a cash consideration of HK$40,000,000 together with the payment of interest of HK$6,630,137; and (ii) FRO Management waived all rights and claims it may have under or arising from the subscription agreement dated 9 February 2017 and supplemental agreement dated 27 April 2017 entered into between Chinney Shun Cheong and FRO Management in relation to the subscription of the 5% interest bearing convertible bond in the principal amount of HK$40,000,000 issued by Chinney Shun Cheong to FRO Management on 27 April 2017 (the "Convertible Bond"), the exercise of the conversion right under the Convertible Bond or otherwise in connection with FRO Management's potential investment in the building services segment engaged by the Group under Shun Cheong Investments Limited and its subsidiaries. The transaction contemplated under the Settlement Deed was completed on 18 August 2020 and Chinney Shun Cheong has become a direct wholly-owned subsidiary of the Company since then. Details of the transaction were set out in the Company's announcement published on 18 August 2020.
Interim Report 2020 | Chinney Alliance Group Limited | 37 |
OTHER INFORMATION
CORPORATE GOVERNANCE
Model Code for Securities Transactions by Directors
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") set out in Appendix 10 of the Listing Rules. On specific enquiries made, all directors of the Company have confirmed that they have complied with the required standard set out in the Model Code throughout the six months ended 30 June 2020.
Compliance with the Corporate Governance Code
In the opinion of the directors, the Company has complied with all relevant code provisions of the Corporate Governance Code (the "CG Code") as set out in Appendix 14 to the Listing Rules during the six months ended 30 June 2020, except A.4.1, A.4.2, A.5.1 to A.5.4, A.6.7 and E.1.2, which are explained below.
-
Code provision A.4.1 of the CG Code stipulates that non-executive directors should be appointed for a specific term, subject to re-election and that code provision A.4.2 of the CG Code stipulates that every director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years.
The existing non-executive directors of the Company do not have a specific term of appointment but are subject to retirement by rotation and re-election at the Company's annual general meeting under the Bye-laws of the Company. As such, the Board considers that sufficient measures have been taken to ensure that the Company's corporate governance practices are no less exacting than those in the CG Code.
According to the provisions of the Company's Bye-laws, at each annual general meeting one-third of the directors for the time being (or, if their number is not a multiple of three, the number nearest to but not greater than one-third) shall retire from office by rotation save that the Chairman and/or the Managing Director of the Company shall not be subject to retirement by rotation or be taken into account in determining the number of directors to retire in each year.
Dr. James Sai-Wing Wong, the beneficial owner of Chinney Investments, Enhancement Investments Limited and Chinney Capital Limited, which collectively hold approximately 73.68% interest in the Company, is the Chairman of the Board to safeguard their investments in the Company. In addition, the Board considers that the continuity of the office of the Chairman and Managing Director provide the Group with a strong and consistent leadership for the smooth operation of the businesses of the Group. As a result, the Board concurred that the Chairman and the Managing Director need not be subject to retirement by rotation. - Code provisions A.5.1 to A.5.4 of the CG Code in respect of the establishment, terms of reference and resources of a nomination committee. The Company has not established a nomination committee. The Board is responsible for considering the suitability of a candidate to act as a director, and collectively approving and terminating the appointment of a director as this allows a more informed and balanced decision to be made. The Chairman is mainly responsible for identifying suitable candidates for members of the Board when there is a vacancy or an additional director is considered necessary. The Chairman will propose the appointment of such candidates to the Board for consideration and the Board will determine the suitability of the relevant candidates having due regard to the Nomination Policy and the Board Diversity Policy adopted by the Company and assess the independence of the proposed independent non-executive director(s) as appropriate.
38 | Chinney Alliance Group Limited | Interim Report 2020 |
OTHER INFORMATION
CORPORATE GOVERNANCE (continued)
Compliance with the Corporate Governance Code (continued)
- Code provision A.6.7 of the CG Code requires that independent non-executive directors and other non-executive directors shall attend general meetings to gain and develop a balanced understanding of the views of shareholders. Mr. Yuen-Tin Ng, being independent non-executive director of the Company, did not attend the annual general meeting of the Company held on 9 June 2020 due to engagement in his own business.
- Code provision E.1.2 of the CG Code requires that the chairman of the board should attend the annual general meeting. Dr. James Sai-Wing Wong, the Chairman of the Board, did not attend the annual general meeting of the Company held on 9 June 2020 due to engagement in his own business.
Audit Committee
Regular meetings have been held by the audit committee of the Company (the "Audit Committee") since establishment and it meets at least twice each year to review and supervise the Group's financial reporting process and internal control. The Company's interim results for the six months ended 30 June 2020 has not been audited, but has been reviewed by the Audit Committee.
DIRECTORS' INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES
As at 30 June 2020, the interests and short positions of the directors in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the "SFO")), as recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise notified to the Company and The Stock Exchange of Hong Kong Limited pursuant to the Model Code in the Listing Rules, were as follows:
Long positions in ordinary shares of the Company | ||||||
Number of shares held, capacity and nature of interest | ||||||
Percentage of the | ||||||
Personal | Family | Corporate | Company's issued | |||
Name of Director | interests | interests | interests | Total | share capital | |
James Sai-Wing Wong | - | - | 438,334,216 | 438,334,216 | 73.68% | |
(Note) |
Note: Amongst these shares, 21,996,000 shares are held by Chinney Capital Limited, 173,093,695 shares are held by Multi-Investment Group Limited and 243,244,521 shares are held by Enhancement Investments Limited, all of which Dr. James Sai-Wing Wong is a director and a controlling shareholder and has beneficial interests.
Save as disclosed above, as at 30 June 2020, none of the directors had registered an interest or short position in the shares, underlying shares and debentures of the Company or any of its associated corporations that was required to be recorded pursuant to Section 352 of the SFO, or as otherwise notified to the Company and The Stock Exchange of Hong Kong Limited pursuant to the Model Code.
Interim Report 2020 | Chinney Alliance Group Limited | 39 |
OTHER INFORMATION
DIRECTORS' RIGHTS TO ACQUIRE SHARES OR DEBENTURES
At no time during the six-month period ended 30 June 2020 were rights to acquire benefits by means of the acquisition of shares in or debentures of the Company granted to any director or their respective spouse or minor children, or were any such rights exercised by them; or was the Company or any of its subsidiaries a party to any arrangement to enable the directors to acquire such rights in any other body corporate.
SUBSTANTIAL SHAREHOLDERS' AND OTHER PERSONS' INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES OF THE COMPANY
As at 30 June 2020, the interests and short positions of those persons in the shares and underlying shares of the Company as recorded in the register of interests required to be kept by the Company under Section 336 of the SFO were as follows:
Long positions in ordinary shares of the Company | ||||
Percentage of | ||||
Number of | the Company's | |||
Capacity and | ordinary | issued share | ||
Name | Notes | nature of interest | shares held | capital |
James Sai-Wing Wong | 1, 2, 3 | Interest through controlled | 438,334,216 | 73.68% |
corporations | ||||
Lucky Year Finance Limited | 1 | Interest through a controlled | 173,093,695 | 29.10% |
corporation | ||||
Chinney Holdings Limited | 1 | Interest through a controlled | 173,093,695 | 29.10% |
corporation | ||||
Chinney Investments | 1 | Interest through a controlled | 173,093,695 | 29.10% |
corporation | ||||
Newsworthy Resources Limited | 1 | Interest through a controlled | 173,093,695 | 29.10% |
corporation | ||||
Multi-Investment Group Limited | 1 | Beneficial owner | 173,093,695 | 29.10% |
Enhancement Investments Limited | 2 | Beneficial owner | 243,244,521 | 40.89% |
Notes:
- Dr. James Sai-Wing Wong, Lucky Year Finance Limited, Chinney Holdings Limited, Chinney Investments, Newsworthy Resources Limited and Multi-Investment Group Limited are deemed to be interested in the same parcel of 173,093,695 shares by virtue of Section 316 of the SFO;
- Enhancement Investments Limited is beneficially wholly-owned by Dr. James Sai-Wing Wong; and
- 21,996,000 shares are held by Chinney Capital Limited, which is beneficially wholly-owned by Dr. James Sai-Wing Wong.
Save as disclosed above, as at 30 June 2020, no person, other than the directors of the Company, whose interests are set out in the section "Directors' interests and short positions in shares, underlying shares and debentures" above, had registered an interest or short position in the shares or underlying shares of the Company that was required to be recorded pursuant to Section 336 of the SFO.
PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SHARES
Neither the Company, nor any of its subsidiaries had purchased, sold or redeemed any of the Company's listed shares during the six months ended 30 June 2020.
40 | Chinney Alliance Group Limited | Interim Report 2020 |
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