TYSAN HOLDINGS LIMITED TYSAN HOLDINGS LIMITED
泰 昇 集 團 控 股 有 限 公 司
(Incorporated in Bermuda with limited liability) (Stock Code : 687)
Interim Report
2020
Tysan Holdings Limited
Contents
Pages | |
Management Discussion and Analysis | 2 |
Corporate Governance | 5 |
Other Information | 6 |
Unaudited Condensed Interim Financial Statements | |
Consolidated Statement of Profit or Loss | 10 |
Consolidated Statement of Comprehensive Income | 11 |
Consolidated Statement of Financial Position | 12 |
Consolidated Statement of Changes in Equity | 14 |
Consolidated Statement of Cash Flows | 16 |
Notes to Unaudited Condensed Interim Financial Statements | 18 |
Corporate Information | 33 |
INTERIM REPORT 2020 | 1 |
Tysan Holdings Limited
Management Discussion and Analysis
The board of directors of Tysan Holdings Limited (the "Company") ("Board of Directors") is pleased to announce the unaudited consolidated results of the Company and its subsidiaries (the "Group") for the six months ended 30 June 2020. During the period under review, the Group recorded a turnover of HK$1,469 million (period ended 30 June 2019: HK$1,346 million) and a loss attributable to ordinary equity holders of the Company of HK$92 million (period ended 30 June 2019: loss of HK$1,121 million), representing a loss of HK$0.03 per ordinary share of the Company ("Share") (period ended 30 June 2019: a loss of HK$0.33 per Share).
Business Review
Foundation Piling
For the period under review, turnover of the Group's foundation piling segment was HK$1,451 million (period ended 30 June 2019: HK$1,251 million) and the segment recorded a loss of HK$72 million (period ended 30 June 2019: HK$66 million). The loss was mainly due to market factors such as labour shortages, rising operating costs, low margin jobs awarded in prior years and market competitions which remain intense.
The Group's major contracts on hand include, inter alia, a public housing project at Pak Tin Estate Phase 10, the private development project at New Kowloon Inland Lot No. 6549, the commercial development projects at Kai Tak twin towers, Taikoo Place Phase 2B, Tsuen Wan Town Lot No. 428 on Ma Kok Street, Tsuen Wan Town Lot No. 49 on Sha Tsui Road, Tuen Mun Town Lot No. 544, Inland Lot No. 9065 on Gage Street and Graham Street, and Hutchison House redevelopment, and the residential development projects at Pak Shek Kok Tai Po Town Lot No. 244 Tai Po, New Kowloon Inland Lot No. 6551 and Tai Po Town Lot No. 157, Sai Sha, Shap Sz Heung.
Investment Activities
Disposal of a Subsidiary of the Company
On 22 November 2019, Tysan Investment Limited ("Tysan Investment"), a wholly-owned subsidiary of the Company, entered into a sale and purchase agreement to dispose of the entire issued capital of Uni-Genius Investments Limited and the shareholder's loan owed to Tysan Investment at a total consideration of HK$343,200,000. Completion of this disposal took place on 5 March 2020. Details of the said disposal have been set out in the announcement of the Company dated 22 November 2019.
Prospects
COVID-19 continues to weigh on Hong Kong's economy. Due to a new wave of the infections, the government has imposed tighter social distancing measures, which are devastating for many service-related industries.
While we expect the Group's short-term business prospects to remain challenging, our main business, foundation piling and construction, is showing signs of improvement. We are fortunate that the foundation piling sector is relatively insulated from the impacts of COVID-19; demand for the Group's foundation piling work remains stable, driven by the resilience of Hong Kong's residential market and construction activities. As a matter of fact, we have seen a mild pick-up of new businesses in our foundation piling and construction segment in recent months. While competition remains keen and profit margins are tight, we are cautiously optimistic that the worst times are behind us. As we have taken the past year to critically examine our existing set-up (including our people and our fleet of equipment) and re-align our focus on driving bottom-line profits, we expect our financial performance to gradually improve in the near future.
In light of the challenging economic conditions, the Group will be prudent in assessing potential investment opportunities in properties. The Group remains in a net cash position and we would have the ability to raise meaningful capital for potential property investments should we come across any good opportunities in the sector.
- INTERIM REPORT 2020
Tysan Holdings Limited
Management Discussion and Analysis
Financial Review
Financial position, liquidity and financial resources
As at 30 June 2020, the Group's cash on hand was about HK$568 million (31 December 2019: HK$2,892 million)
while total assets and net assets were about HK$2,316 million (31 December 2019: HK$4,900 million) and HK$1,444
million (31 December 2019: HK$2,322 million), respectively. Total liabilities were about HK$872 million (31
December 2019: HK$2,578 million), out of which financial liabilities were about HK$572 million (31 December 2019: HK$2,214 million) and the remaining were mainly accruals and provision, contract liabilities and current or deferred tax provision.
As at 30 June 2020, the Group had total interest-bearing borrowings of HK$106 million (31 December 2019: HK$157 million), which included instalment loan of HK$65 million and guaranteed notes of HK$41 million (31 December 2019: short term loan of HK$50 million, instalment loan of HK$67 million and guaranteed notes of HK$40 million). Subsequent to the period end, the guaranteed notes have been fully redeemed on 27 July 2020.
The Group's gearing ratio, calculated on the basis of net debt (including financial liabilities less cash on hand) divided by total equity of the Group, was 0.3% as at 30 June 2020.
Funding and treasury policy
The Group continues to maintain a prudent funding and treasury policy and sustain a sound good capital structure with healthy cash flows. Surplus funds are maintained in the form of deposits with leading banks. Borrowings are all denominated in Hong Kong dollars and mainly subject to floating interest rates, except for the guaranteed notes which is at fixed rate of 7% per annum. Currency exposure is being closely monitored and forward contracts will be considered as required.
Capital expenditure and capital commitments
During the six months ended 30 June 2020, the Group invested about HK$65 million on purchase of machinery and equipment. As at 30 June 2020, the Group had capital commitments in relation to purchase of machinery and equipment of about HK$7 million. Capital expenditure is principally financed by internal resources.
Pledge of assets
As at 30 June 2020, an office premise of the Group with a carrying amount of about HK$142 million was pledged to bank to secure the instalment loan granted to the Group.
Contingent liabilities
Contingent liabilities in relation to corporate guarantees provided by the Group to banks for issue of performance bonds increased from HK$403 million as at 31 December 2019 to HK$446 million as at 30 June 2020. Save as disclosed above, the Group did not have any other material contingent liabilities.
INTERIM REPORT 2020 | 3 |
Tysan Holdings Limited
Management Discussion and Analysis
Remuneration Guidelines and Employment
The Group, including its subsidiaries in Hong Kong, Macau and the PRC, employed approximately 817 employees as at 30 June 2020. The Group's remuneration guidelines are primarily based on prevailing market salary levels and the performance of the respective business units and individuals concerned. Fringe benefits include provident fund, medical insurance and training. In addition, share options may also be granted in accordance with the terms of the Group's approved share option scheme.
Interim Dividend
The Board of Directors has resolved not to declare any interim dividend (period ended 30 June 2019: HK$0.21 per Share) for the six months ended 30 June 2020.
- INTERIM REPORT 2020
Tysan Holdings Limited
Corporate Governance
During the period under review, Tysan Holdings Limited (the "Company") has complied with the code provisions set out in the Corporate Governance Code and Corporate Governance Report contained in Appendix 14 to the Rules Governing the Listing of Securities ("Listing Rules") on The Stock Exchange of Hong Kong Limited save for the following deviations:
Code Provision A.4.1 stipulates that non-executive directors should be appointed for a specific term, subject to re-election.
Three non-executive directors of the Company ("Non-executive Directors"), namely Mr. Justin Wai, Mr. Wang Tianbing and Mr. Yuen Pak Man, and two independent non-executive directors of the Company ("Independent Non-executive Directors"), namely, Mr. Lung Chee Ming, George and Mr. Li Kit Chee are not appointed for a specific term but are subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the bye-laws of the Company. As such, the board (the "Board") of directors of the Company (the "Directors") is of the view that the aforesaid Non-executive Directors and Independent Non-executive Directors do not have to be appointed for a specific term.
Two Non-executive Directors, namely, Ms. Gu Ye and Ms. Hou Xiangjia, and two Independent Non-executive Directors, namely Ms. Chow Wai Lee and Ms. Jennifer Kwok are appointed for a specific term of three years, subject to renewal after the expiry of the then current term. They are also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the bye-laws of the Company.
Code Provision A.7.1 stipulates that for regular board meetings and as far as practicable in all other cases, an agenda and accompanying board papers should be sent, in full, to all directors. These should be sent in a timely manner and at least 3 days before the intended date of a board or board committee meeting (or other agreed period).
Board papers for most Board meetings have been sent in compliance with the Code Provision A.7.1 except for the ad- hoc Board meeting held to consider a profit warning announcement on 19 February 2020. As more time was needed to collate information for such meeting, Board papers were sent to the Directors less than 3 days before the intended date of the Board meeting.
Audit Committee
As at the date of this report, the audit committee ("Audit Committee") of the Company and it subsidiaries (the "Group") comprises four members, namely, Mr. Li Kit Chee, Mr. Lung Chee Ming, George, Ms. Chow Wai Lee and Ms. Jennifer Kwok who are Independent Non-executive Directors. The chairman of the Audit Committee is Mr. Li Kit Chee.
The primary duties of the Audit Committee are to review and supervise the financial reporting system, risk management and internal control systems of the Group, review the Group's financial information, compliance and provide advice and comments to the Board.
The unaudited condensed interim financial statements of the Group for the six months ended 30 June 2020 have been reviewed by the Audit Committee.
Model Code
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") set out in Appendix 10 to the Listing Rules as the code of conduct regarding directors' securities transactions. Having made specific enquiry, all the Directors have confirmed that they have fully complied with the required standard set out in the Model Code for the period under review.
INTERIM REPORT 2020 | 5 |
Tysan Holdings Limited
Other Information
Directors' and Chief Executive's Interests and Long Positions in Shares and Underlying Shares
As at 30 June 2020, the interest and long positions of the directors (the "Directors") of Tysan Holdings Limited (the "Company") and chief executive of the Company ("Chief Executive") in the shares ("Shares") and underlying Shares of the Company or 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 (the "Stock Exchange") pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") set out in Appendix 10 to the Rules Governing the Listing of Securities, was as follows:
Long Position in Shares of the Company
Number of | |
Shares beneficially | |
Name of director | owned |
Fung Chiu Chak, Victor | 168,380,000 |
As at 30 June 2020, none of the Directors or Chief Executive had registered an interest or short position in the Shares, underlying Shares or 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 pursuant to the Model Code.
Directors' and Chief Executive's Rights to Acquire Shares or Debentures
The Company operates share option schemes for the purpose of providing incentives and rewards to eligible participants including the Directors and other employees of the Company and its subsidiaries (the "Group") who contribute to the success of the Group's operations. On 8 August 2012, the Company adopted a share option scheme (the "Share Option Scheme"). Share options were granted in 2018.
Following the closing of the mandatory unconditional general offer made by Times Holdings II Limited on 2 May 2019, all the outstanding options were cancelled. Since then no share option was granted, exercised, expired or lapsed and there was no outstanding share option under the Share Option Scheme as at 30 June 2020.
Save for the above, at no time during the period for the six months ended 30 June 2020 were rights to acquire benefits by means of the acquisition of Shares or debentures of the Company granted to any Directors or their respective spouse or minor children, or the Chief Executive 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 under the Share Option Scheme.
- INTERIM REPORT 2020
Tysan Holdings Limited
Other Information
Substantial Shareholders' Interests in Shares and Underlying Shares
As at 30 June 2020, the following interests of more than 5% of the issued Share capital of the Company were recorded in the register of interests required to be kept by the Company pursuant to section 336 of the SFO:
Long positions in Shares:
Approximate | |||
percentage of | |||
the Company's | |||
Number of | issued | ||
Name | Capacity | Shares held | Share capital |
Blackstone Group Management L.L.C.(1) | Interest of controlled corporation | 2,356,146,781 | 70.00 |
Blackstone Holdings IV GP L.P.(1) | Interest of controlled corporation | 2,356,146,781 | 70.00 |
Blackstone Holdings IV GP Limited Partner L.L.C.(1) | Interest of controlled corporation | 2,356,146,781 | 70.00 |
Blackstone Holdings IV GP Management (Delaware) L.P.(1) | Interest of controlled corporation | 2,356,146,781 | 70.00 |
Blackstone Holdings IV GP Management L.L.C.(1) | Interest of controlled corporation | 2,356,146,781 | 70.00 |
Blackstone Holdings IV L.P.(1) | Interest of controlled corporation | 2,356,146,781 | 70.00 |
SCHWARZMAN Stephen A.(1) | Interest of controlled corporation | 2,356,146,781 | 70.00 |
The Blackstone Group Inc.(1) (formerly known as | Interest of controlled corporation | 2,356,146,781 | 70.00 |
The Blackstone Group L.P.) | |||
Blackstone Real Estate Associates Asia II L.P.(2) | Interest of controlled corporation | 2,291,316,850 | 68.07 |
Blackstone Real Estate Partners Asia II L.P.(2) | Interest of controlled corporation | 2,291,316,850 | 68.07 |
BREP Asia II Holdings I (NQ) L.P.(2) | Interest of controlled corporation | 2,291,316,850 | 68.07 |
BREP Asia II Holdings I (NQ) Pte. Ltd.(2) | Interest of controlled corporation | 2,291,316,850 | 68.07 |
BREP Asia II L.L.C.(2) | Interest of controlled corporation | 2,291,316,850 | 68.07 |
BREP Asia II Ltd.(2) | Interest of controlled corporation | 2,291,316,850 | 68.07 |
Times Holdings I Limited(2) | Interest of controlled corporation | 2,291,316,850 | 68.07 |
Times Holdings II Limited | Beneficial owner | 2,291,316,850 | 68.07 |
Chen Wai Wai Vivien(3) | Executor or administrator | 268,294,000 | 7.97 |
Chow Suk Han, Anna(3) | Executor or administrator | 268,294,000 | 7.97 |
Lee Pui Ling, Angelina(3) | Executor or administrator | 268,294,000 | 7.97 |
Chen's Group International Limited(4) | Interest of controlled corporation | 268,294,000 | 7.97 |
Chen's Group Holdings Limited(4) | Interest of controlled corporation | 268,294,000 | 7.97 |
Nan Fung International Holdings Limited(4) | Interest of controlled corporation | 268,294,000 | 7.97 |
Nan Fung Group Holdings Limited(4) | Interest of controlled corporation | 268,294,000 | 7.97 |
NF Investment Holdings Limited(4) | Interest of controlled corporation | 268,294,000 | 7.97 |
Keymark Associates Limited(4) | Interest of controlled corporation | 268,294,000 | 7.97 |
Gavast Estates Limited | Beneficial owner | 268,294,000 | 7.97 |
中國交通建設股份有限公司(5) | Interest of controlled corporation | 171,000,000 | 5.08 |
中國路橋工程有限責任公司(5) | Interest of controlled corporation | 171,000,000 | 5.08 |
中交疏浚（集團）股份有限公司(5) | Interest of controlled corporation | 171,000,000 | 5.08 |
香港海事建設有限公司 | Beneficial owner | 171,000,000 | 5.08 |
Fung Chiu Chak, Victor(6) | Interest of controlled corporation | 168,380,000 | 5.00 |
Dragon's Eye Pacific Limited | Beneficial owner | 168,380,000 | 5.00 |
INTERIM REPORT 2020 | 7 |
Tysan Holdings Limited
Other Information
Notes:
- These parties were deemed to have interests in long positions in 2,356,146,781 Shares under the SFO by virtue of their equity interests in Tides Holdings II Ltd. and Times Holdings II Limited.
- These parties were deemed to have interests in long positions in 2,291,316,850 Shares under the SFO by virtue of their equity interests in Times Holdings II Limited.
- These parties were executors of estate of Chen Din Hwa and deemed to have interests in long positions in 268,294,000 Shares under the SFO by a trust holding equity interests in Gavast Estates Limited.
- These parties were deemed to have interests in long positions in 268,294,000 Shares under the SFO by virtue of their equity interests in Gavast Estates Limited.
- These parties were deemed to have interests in long positions in 171,000,000 Shares under the SFO by virtue of their equity interests in 香港海事建設有限公司.
- Mr. Fung Chiu Chak, Victor was deemed to have interests in long positions in 168,380,000 Shares under the SFO by virtue of his equity interests in Dragon's Eye Pacific Limited.
Apart from the foregoing, as at 30 June 2020, no person, other than the Directors and Chief Executive, whose interests are set out in the section headed "Directors' and Chief Executive's Interests and Long Positions in Shares and Underlying Shares" 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 Listed Securities of the Company
Neither the Company, nor any of its subsidiaries has purchased, sold or redeemed any of the Company's listed securities during the period.
- INTERIM REPORT 2020
Tysan Holdings Limited
Other Information
Changes in information of the Directors
Changes in information of members of the board of Directors (the "Board") and Board committees since the publication of the 2019 annual report of the Company and up to the date of this report are as follows:
- Mr. David Robert McClure resigned as a non-executive Director ("Non-executive Director") with effect from 1 July 2020;
- Mr. Fan Chor Ho resigned as an independent non-executive Director ("Independent Non-executive Director"), a member of each of the audit committee, nomination committee and remuneration committee of the Board with effect from 1 July 2020;
- Mr. Tse Man Bun resigned as an Independent Non-executive Director, a member of each of the audit committee, nomination committee and remuneration committee of the Board with effect from 1 July 2020;
- Mr. Chiu Chin Hung was appointed as an executive Director ("Executive Director") with effect from 1 July 2020;
- Mr. Lau Kin Fai was appointed as an Executive Director with effect from 1 July 2020;
- Ms. Chow Wai Lee was appointed as an Independent Non-executive Director, a member of each of the audit committee, nomination committee and remuneration committee of the Board with effect from 1 July 2020; and
- Ms. Jennifer Kwok was appointed as an Independent Non-executive Director, a member of each of the audit committee, nomination committee and remuneration committee of the Board with effect from 1 July 2020.
An updated list of Directors identifying their roles and functions and whether they are Executive Directors, Non-executive Directors or Independent Non-executive Directors has been maintained on the Company's website (www.tysan.com) and the Hong Kong Exchanges and Clearing Limited's website (www.hkexnews.com).
INTERIM REPORT 2020 | 9 |
Tysan Holdings Limited
Consolidated Statement of Profit or Loss
Six months ended 30 June | |||||||
Notes | 2020 | 2019 | |||||
HK$'000 | HK$'000 | ||||||
(Unaudited) | (Unaudited) | ||||||
REVENUE | 4 | 1,469,042 | 1,346,151 | ||||
Cost of sales | (1,537,254) | (1,381,001) | |||||
Gross loss | (68,212) | (34,850) | |||||
Other income and gains | 5 | 18,998 | 77,162 | ||||
Gain/(loss) on disposal of subsidiaries | 16 | 33,930 | (692,526) | ||||
Selling expenses | - | (5,643) | |||||
Administrative expenses | (41,646) | (81,817) | |||||
Fair value change of an investment property | - | (105,000) | |||||
Other expenses, net | (34,715) | (233,624) | |||||
Finance costs | (3,502) | (29,462) | |||||
LOSS BEFORE TAX | 6 | (95,147) | (1,105,760) | ||||
Income tax credit/(expense) | 7 | 3,534 | (15,431) | ||||
LOSS FOR THE PERIOD | (91,613) | (1,121,191) | |||||
Attributable to: | |||||||
Ordinary equity holders of the Company | (91,613) | (1,121,181) | |||||
Non-controlling interests | - | (10) | |||||
(91,613) | (1,121,191) | ||||||
LOSS PER SHARE ATTRIBUTABLE TO | 9 | ||||||
ORDINARY EQUITY HOLDERS OF THE COMPANY | |||||||
Basic | (HK2.72 cents) | (HK33.31 cents) | |||||
Diluted | (HK2.72 cents) | (HK33.31 cents) | |||||
10 INTERIM REPORT 2020
Tysan Holdings Limited
Consolidated Statement of Comprehensive Income
Six months ended 30 June | ||||||||
2020 | 2019 | |||||||
HK$'000 | HK$'000 | |||||||
(Unaudited) | (Unaudited) | |||||||
LOSS FOR THE PERIOD | (91,613) | (1,121,191) | ||||||
OTHER COMPREHENSIVE INCOME | ||||||||
Other comprehensive income that may be reclassified to | ||||||||
profit or loss in subsequent periods: | ||||||||
Exchange differences: | ||||||||
Exchange difference on translation of foreign operations | 21,683 | 822 | ||||||
OTHER COMPREHENSIVE INCOME FOR THE PERIOD, | 822 | |||||||
NET OF TAX | 21,683 | |||||||
TOTAL COMPREHENSIVE EXPENSES FOR THE PERIOD | (69,930) | (1,120,369) | ||||||
Attributable to: | ||||||||
Ordinary equity holders of the Company | (69,930) | (1,120,359) | ||||||
Non-controlling interests | - | (10) | ||||||
(69,930) | (1,120,369) | |||||||
INTERIM REPORT 2020 11
Tysan Holdings Limited
Consolidated Statement of Financial Position
As at | As at | ||||||
Notes | 30 June | 31 December | |||||
2020 | 2019 | ||||||
HK$'000 | HK$'000 | ||||||
(Unaudited) | (Audited) | ||||||
NON-CURRENT ASSETS | |||||||
Property, plant and equipment | 10 | 204,365 | 177,297 | ||||
Right-of-use assets | 113,934 | 118,132 | |||||
Prepayments, deposits and other receivables | 1,707 | 2,008 | |||||
Deferred tax assets | 1,391 | - | |||||
Total non-current assets | 321,397 | 297,437 | |||||
CURRENT ASSETS | |||||||
Inventories | 14,789 | 22,563 | |||||
Trade receivables | 11 | 253,996 | 226,660 | ||||
Contract assets | 1,108,010 | 1,113,421 | |||||
Prepayments, deposits and other receivables | 49,552 | 38,475 | |||||
Cash and cash equivalents | 568,057 | 2,891,781 | |||||
1,994,404 | 4,292,900 | ||||||
Assets of disposal groups classified as held for sale | 16(a) | - | 309,320 | ||||
Total current assets | 1,994,404 | 4,602,220 | |||||
CURRENT LIABILITIES | |||||||
Trade and retention payables, accruals and provision | 12 | 673,088 | 611,816 | ||||
Dividend payable | - | 1,683,018 | |||||
Other payables, deposits received and receipts in advance | 2,207 | 1,360 | |||||
Contract liabilities | 55,068 | 46,833 | |||||
Interest-bearing bank borrowings | 4,458 | 54,135 | |||||
Guaranteed notes | 40,660 | 40,390 | |||||
Lease liabilities | 12,294 | 10,121 | |||||
Tax payable | 14,808 | 50,595 | |||||
Total current liabilities | 802,583 | 2,498,268 | |||||
NET CURRENT ASSETS | 1,191,821 | 2,103,952 | |||||
12 INTERIM REPORT 2020
Tysan Holdings Limited
Consolidated Statement of Financial Position (Cont'd)
As at | As at | |||||
Notes | 30 June | 31 December | ||||
2020 | 2019 | |||||
HK$'000 | HK$'000 | |||||
(Unaudited) | (Audited) | |||||
TOTAL ASSETS LESS CURRENT LIABILITIES | 1,513,218 | 2,401,389 | ||||
NON-CURRENT LIABILITIES | ||||||
Interest-bearing bank borrowings | 60,200 | 62,577 | ||||
Lease liabilities | 4,319 | 8,737 | ||||
Deferred tax liabilities | 4,612 | 8,209 | ||||
Total non-current liabilities | 69,131 | 79,523 | ||||
Net assets | 1,444,087 | 2,321,866 | ||||
EQUITY | ||||||
Equity attributable to ordinary equity holders of the Company | ||||||
Issued capital | 13 | 336,603 | 336,603 | |||
Reserves | 1,107,484 | 1,985,263 | ||||
Total equity | 1,444,087 | 2,321,866 | ||||
INTERIM REPORT 2020 13
Tysan Holdings Limited
Consolidated Statement of Changes in Equity
Attributable to ordinary equity holders of the Company | |||||||||||||||||||||||||
Share | Share | Exchange | Non- | ||||||||||||||||||||||
Issued | premium | Contributed | option | Statutory | fluctuation | Retained | controlling | Total | |||||||||||||||||
capital | account | surplus | reserve | reserves | reserve | profits | Total | interests | equity | ||||||||||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||||||||||||||||
At 1 January 2020 (audited) | 336,603 | 2,481* | 1,446,193* | -* | 2,188* | (32,106)* | 566,507* | 2,321,866 | - | 2,321,866 | |||||||||||||||
Loss for the period | - | - | - | - | - | - | (91,613) | (91,613) | - | (91,613) | |||||||||||||||
Other comprehensive income for | |||||||||||||||||||||||||
the period: | |||||||||||||||||||||||||
Exchange difference on translation of | |||||||||||||||||||||||||
foreign operations | - | - | - | - | - | 21,683 | - | 21,683 | - | 21,683 | |||||||||||||||
Total comprehensive | |||||||||||||||||||||||||
income/(expenses) for the period | - | - | - | - | - | 21,683 | (91,613) | (69,930) | - | (69,930) | |||||||||||||||
2020 special dividend declared and | |||||||||||||||||||||||||
paid (note 8) | - | - | (807,849) | - | - | - | - | (807,849) | - | (807,849) | |||||||||||||||
At 30 June 2020 (unaudited) | 336,603 | 2,481* | 638,344* | -* | 2,188* | (10,423)* | 474,894* | 1,444,087 | - | 1,444,087 | |||||||||||||||
14 INTERIM REPORT 2020
Tysan Holdings Limited
Consolidated Statement of Changes in Equity (Cont'd)
Attributable to ordinary equity holders of the Company | |||||||||||||||||||||||||
Share | Share | Exchange | Non- | ||||||||||||||||||||||
Issued | premium | Contributed | option | Statutory | fluctuation | Retained | controlling | Total | |||||||||||||||||
capital | account | surplus | reserve | reserves | reserve | profits | Total | interests | equity | ||||||||||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | ||||||||||||||||
At 1 January 2019 (audited) | 336,483 | 10,004,289 | 563,861 | 149,275 | 2,188 | (63,394) | 1,169,963 | 12,162,665 | (2) | 12,162,663 | |||||||||||||||
Loss for the period | - | - | - | - | - | - | (1,121,181) | (1,121,181) | (10) | (1,121,191) | |||||||||||||||
Other comprehensive income for | |||||||||||||||||||||||||
the period: | |||||||||||||||||||||||||
Exchange difference on translation of | |||||||||||||||||||||||||
foreign operations | - | - | - | - | - | 822 | - | 822 | - | 822 | |||||||||||||||
Total comprehensive income/(expenses) | |||||||||||||||||||||||||
for the period | - | - | - | - | - | 822 | (1,121,181) | (1,120,359) | (10) | (1,120,369) | |||||||||||||||
Equity-settled share option arrangements | - | - | - | 14,425 | - | - | - | 14,425 | - | 14,425 | |||||||||||||||
Issue of shares | 120 | 2,481 | - | (501) | - | - | - | 2,100 | - | 2,100 | |||||||||||||||
Transfer of share option reserve upon | |||||||||||||||||||||||||
the cancellation of share options | - | - | - | (163,199) | - | - | 163,199 | - | - | - | |||||||||||||||
Transfer to contributed surplus# | - | (10,004,289) | 10,004,289 | - | - | - | - | - | - | - | |||||||||||||||
2019 special dividend declared (note 8) | - | - | (4,981,733) | - | - | - | - | (4,981,733) | - | (4,981,733) | |||||||||||||||
At 30 June 2019 (unaudited) | 336,603 | 2,481 | 5,586,417 | - | 2,188 | (62,572) | 211,981 | 6,077,098 | (12) | 6,077,086 | |||||||||||||||
- These reserve accounts comprise the consolidated reserves of HK$1,107,484,000 (31 December 2019: HK$1,985,263,000) in the consolidated statement of financial position.
- Pursuant to a special resolution passed at the annual general meeting of the Company held on 12 June 2019, an amount of approximately HK$10,004,289,000 standing to the credit of share premium account of the Company as at 31 December 2018 was reduced and the corresponding balance arising therefrom was credited to the contributed surplus account of the Company.
INTERIM REPORT 2020 15
Tysan Holdings Limited
Consolidated Statement of Cash Flows
Six months ended 30 June | |||||||
Notes | 2020 | 2019 | |||||
HK$'000 | HK$'000 | ||||||
(Unaudited) | (Unaudited) | ||||||
Cash flows from operating activities | |||||||
Loss before tax | (95,147) | (1,105,760) | |||||
Adjustments for: | |||||||
Finance costs | 3,502 | 29,462 | |||||
Finance costs included in cost of sales | 27 | 15 | |||||
Loss/(gain) on disposal of subsidiaries | (33,930) | 692,526 | |||||
Interest income | (8,607) | (56,647) | |||||
Loss on disposal and write-off of items of property, plant and | |||||||
equipment | 7,536 | 1,832 | |||||
Loss on disposal and write-off of items of property, plant and | |||||||
equipment included in cost of sales | 2,701 | - | |||||
Equity-settled share option expense | - | 14,425 | |||||
Depreciation of property, plant and equipment | 6 | 26,276 | 25,352 | ||||
Depreciation of right-of-use assets | 6 | 7,054 | 9,835 | ||||
Fair value losses on financial assets at | |||||||
fair value through profit or loss | 6 | - | 201,485 | ||||
Changes in fair value of an investment property | - | 105,000 | |||||
Impairment of assets of disposal groups classified as held for sale | 6 | - | 580 | ||||
Write-off of inventories | 6 | 272 | - | ||||
Impairment of right-of-use assets | 6 | - | 23,538 | ||||
Impairment of goodwill | 6 | - | 2,034 | ||||
Impairment of trade receivables | 6 | 278 | 428 | ||||
Increase in properties under development and | (90,038) | (55,895) | |||||
properties held for sale, net | - | (12,900) | |||||
Decrease in inventories | 7,502 | 3,924 | |||||
Decrease/(increase) in contract assets | 5,411 | (54,110) | |||||
Increase in trade receivables | (27,614) | (82,506) | |||||
Decrease/(increase) in prepayments, deposits and other receivables | (14,758) | 9,895 | |||||
Increase/(decrease) in trade and retention payables, accruals and | |||||||
provision | 61,468 | (119,805) | |||||
Increase/(decrease) in other payables, deposits received and receipts in | |||||||
advance | 847 | (492) | |||||
Increase in contract liabilities | 8,235 | 2,139 | |||||
Cash used in operations | (48,947) | (309,750) | |||||
Taxes paid in the People's Republic of China (the "PRC"): | |||||||
Hong Kong | (33,999) | (995) | |||||
Elsewhere | (3,231) | (9,976) | |||||
Taxes refunded in the PRC: | |||||||
Elsewhere | - | 1,140 | |||||
Effect of foreign exchange rate changes, net | (17) | (1,127) | |||||
Net cash flows used in operating activities | (86,194) | (320,708) | |||||
16 INTERIM REPORT 2020
Tysan Holdings Limited
Consolidated Statement of Cash Flows (Cont'd)
Six months ended 30 June | ||||||||
Notes | 2020 | 2019 | ||||||
HK$'000 | HK$'000 | |||||||
(Unaudited) | (Unaudited) | |||||||
Cash flows from investing activities | ||||||||
Interest received | 12,424 | 65,778 | ||||||
Overseas taxes paid on investing activities | - | (52,326) | ||||||
Purchases of items of property, plant and equipment | (64,580) | (37,585) | ||||||
Deposits paid for acquisition of items of property, plant and equipment | (60) | (411) | ||||||
Proceeds from disposal of items of property, plant and equipment | 1,224 | 1,048 | ||||||
Acquisition of subsidiaries | 17 | - | (699,651) | |||||
Proceeds from disposal of subsidiaries | 16 | 343,200 | 5,147,916 | |||||
Proceeds from disposal of subsidiaries in prior years | - | 596,415 | ||||||
Distribution from financial assets at fair value through profit or loss | - | 60,152 | ||||||
Decrease in restricted cash | - | 154,501 | ||||||
Decrease in structured deposits | - | 580,686 | ||||||
Decrease in non-pledged time deposits with original maturity of more | ||||||||
than three months when acquired | - | 1,000,000 | ||||||
Net cash flows from investing activities | 292,208 | 6,816,523 | ||||||
Cash flows from financing activities | ||||||||
Interest paid | (3,026) | (52,136) | ||||||
Interest element of lease payments | (429) | (1,056) | ||||||
Repayment of bank borrowings | (52,054) | (230,965) | ||||||
Repayment of other borrowing | - | (300,000) | ||||||
Redemption of guaranteed notes | - | (264,300) | ||||||
Principal portion of lease payments | (5,101) | (7,868) | ||||||
Dividends paid | (2,490,867) | - | ||||||
Net cash flows used in financing activities | (2,551,477) | (856,325) | ||||||
NET INCREASE/(DECREASE) IN CASH AND CASH | 5,639,490 | |||||||
EQUIVALENTS | (2,345,463) | |||||||
Cash and cash equivalents at beginning of period | 2,891,831 | 915,409 | ||||||
Effect of foreign exchange rate changes, net | 21,689 | (10,882) | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 568,057 | 6,544,017 | ||||||
Analysis of balances of cash and cash equivalents | ||||||||
Cash and bank balances | 142,517 | 2,027,794 | ||||||
Non-pledged time deposits | 425,540 | 5,490,820 | ||||||
Cash and cash equivalents as stated in the consolidated statement of | ||||||||
financial position | 568,057 | 7,518,614 | ||||||
Less: Non-pledged time deposits with original maturity of over three | ||||||||
months when acquired | - | (1,000,000) | ||||||
Add: Cash and cash equivalents attributable to the disposal groups | - | 25,403 | ||||||
Cash and cash equivalents as stated in the consolidated statement of | ||||||||
cash flows | 568,057 | 6,544,017 | ||||||
INTERIM REPORT 2020 17
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements
1. CORPORATE INFORMATION
Tysan Holdings Limited (the "Company") is a limited liability company incorporated in Bermuda. The principal place of business of the Company is located at 20th Floor, One Island South, No.2 Heung Yip Road, Wong Chuk Hang, Hong Kong. The Company and its subsidiaries (the "Group") is principally engaged in foundation piling and site investigation, property development and investment and investment business. The Company's shares ("Shares") are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange").
The holding company of the Company is Times Holdings II Limited, which is incorporated in Cayman Islands and ultimately controlled by The Blackstone Group Inc., a company listed on The New York Stock Exchange.
2. BASIS OF PREPARATION AND ACCOUNTING POLICIES
2.1 Basis of Preparation
The unaudited condensed interim financial statements have been prepared in accordance with the applicable disclosure provisions of the Rules Governing the Listing of Securities on the Stock Exchange and the Hong Kong Accounting Standard ("HKAS") 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA") and should be read in conjunction with the financial statements for the year ended 31 December 2019.
The unaudited condensed interim financial statements have been prepared under historical cost convention, except for investment properties and financial assets at fair value through profit or loss which have been measured at fair value. Disposal groups held for sale are stated at the lower of their carrying amounts and fair values less costs to sell. The accounting policies used in the preparation of the unaudited condensed interim financial statements are consistent with those adopted in the financial statements for the year ended 31 December 2019, except for the changes in accounting policies made after the adoption of the revised Hong Kong Financial Reporting Standards ("HKFRSs") as further detailed in note 2.2 below.
2.2 Amendments to HKFRSs adopted by the Group
In the current period, the Group has applied the following amendments to HKFRSs issued by the HKICPA for the first time for the current period's financial information.
Amendments to HKFRS 3
Amendments to HKFRS 9, HKAS 19 and HKFRS 7 Amendments to HKFRS 16
Amendments to HKAS 1 and HKAS 8
Definition of a Business
Interest Rate Benchmark Reform COVID-19-Related Rent Concessions (early adopted) Definition of Material
The adoption of these amendments to HKFRSs has had no significant financial effect on the unaudited condensed interim financial statements of the Group.
18 INTERIM REPORT 2020
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements (Cont'd)
3. SEGMENT INFORMATION
The Group's operating businesses are structured and managed separately according to the nature of their operations and the products and services they provided. Operating segments are reported in a manner consistent with internal reporting to the Company's key management personnel.
For the six months ended 30 June 2020 and 2019
Property development and | ||||||||||||||||||||||||||||||
Foundation piling | investment | Investment | Corporate and others | Consolidated | ||||||||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | |||||||||||||||||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||||||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||||||||
Segment revenue: | ||||||||||||||||||||||||||||||
Sales to external customers | 1,450,899 | 1,251,425 | - | 23,366 | - | 55,920 | 18,143 | 15,440 | 1,469,042 | 1,346,151 | ||||||||||||||||||||
Intersegment sales | - | 103,368 | - | - | - | - | - | - | - | 103,368 | ||||||||||||||||||||
Other income and gains | 8,181 | 681 | 1,453 | 18,885 | - | - | 757 | 949 | 10,391 | 20,515 | ||||||||||||||||||||
Total | 1,459,080 | 1,355,474 | 1,453 | 42,251 | - | 55,920 | 18,900 | 16,389 | 1,479,433 | 1,470,034 | ||||||||||||||||||||
Reconciliation: | ||||||||||||||||||||||||||||||
Elimination of | ||||||||||||||||||||||||||||||
intersegment sales | - | (103,368) | ||||||||||||||||||||||||||||
Revenue | 1,479,433 | 1,366,666 | ||||||||||||||||||||||||||||
Segment results | (71,672) | (65,998) | (25,607) | (803,792) | (45) | (103,203) | (3,330) | (160,994) | (100,654) | (1,133,987) | ||||||||||||||||||||
Interest income | 8,607 | 56,647 | ||||||||||||||||||||||||||||
Finance costs | ||||||||||||||||||||||||||||||
(other than interest on | ||||||||||||||||||||||||||||||
lease liabilities) | (3,100) | (28,420) | ||||||||||||||||||||||||||||
Loss before tax | (95,147) | (1,105,760) | ||||||||||||||||||||||||||||
Income tax credit/(expense) | 3,534 | (15,431) | ||||||||||||||||||||||||||||
Loss for the period | (91,613) | (1,121,191) | ||||||||||||||||||||||||||||
INTERIM REPORT 2020 19
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements (Cont'd)
4. REVENUE
An analysis of revenue is as follows: | |||||
Six months ended 30 June | |||||
2019 | |||||
2020 | |||||
HK$'000 | HK$'000 | ||||
(Unaudited) | (Unaudited) | ||||
Revenue from contracts with customers | 1,463,286 | 1,335,732 | |||
Revenue from other sources | |||||
Gross rental income from properties held for sale and | |||||
investment property operating leases | - | 4,985 | |||
Gross rental income from machinery leasing | 5,756 | 5,434 | |||
1,469,042 | 1,346,151 | ||||
Disaggregated Revenue Information for Revenue from Contracts with Customers
For the six months ended 30 June 2020 | |||||||||||
Property | |||||||||||
development | |||||||||||
Foundation | and | Corporate | |||||||||
Segments | piling | investment | Investment | and others | Total | ||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||
Types of goods or services | |||||||||||
Machinery trading | - | - | - | 30 | 30 | ||||||
Construction services | 1,450,899 | - | - | - | 1,450,899 | ||||||
Machinery engineering services | - | - | - | 12,357 | 12,357 | ||||||
Total revenue from contracts with customers | |||||||||||
1,450,899 | - | - | 12,387 | 1,463,286 | |||||||
Geographical markets | |||||||||||
Hong Kong | 1,450,899 | - | - | 12,387 | 1,463,286 | ||||||
Timing of revenue recognition | |||||||||||
Good transferred at a point of time | - | - | - | 30 | 30 | ||||||
Services transferred over time | 1,450,899 | - | - | 12,357 | 1,463,256 | ||||||
Total revenue from contracts with customers | |||||||||||
1,450,899 | - | - | 12,387 | 1,463,286 | |||||||
20 INTERIM REPORT 2020
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements (Cont'd)
4. REVENUE (Cont'd)
Disaggregated Revenue Information for Revenue from Contracts with Customers (Cont'd)
For the six months ended 30 June 2019 | |||||||||
Property | |||||||||
development | |||||||||
Foundation | and | Corporate | |||||||
Segments | piling | investment | Investment | and others | Total | ||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||
Types of goods or services | |||||||||
Machinery trading | - | - | - | 197 | 197 | ||||
Sale of properties held for sale | - | 18,381 | - | - | 18,381 | ||||
Construction services | 1,251,425 | - | - | - | 1,251,425 | ||||
Machinery engineering services | - | - | - | 9,809 | 9,809 | ||||
Management services | - | - | 55,920 | - | 55,920 | ||||
Total revenue from contracts with customers | 1,251,425 | 18,381 | 55,920 | 10,006 | 1,335,732 | ||||
Geographical markets | |||||||||
Hong Kong | 1,251,425 | - | 55,920 | 10,006 | 1,317,351 | ||||
Mainland China | - | 18,381 | - | - | 18,381 | ||||
Total revenue from contracts with customers | 1,251,425 | 18,381 | 55,920 | 10,006 | 1,335,732 | ||||
Timing of revenue recognition | |||||||||
Good transferred at a point of time | - | 18,381 | - | 197 | 18,578 | ||||
Services transferred over time | 1,251,425 | - | 55,920 | 9,809 | 1,317,154 | ||||
Total revenue from contracts with customers | 1,251,425 | 18,381 | 55,920 | 10,006 | 1,335,732 | ||||
INTERIM REPORT 2020 21
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements (Cont'd)
4. REVENUE (Cont'd)
Disaggregated Revenue Information for Revenue from Contracts with Customers (Cont'd)
Set out below is the reconciliation of the revenue from contracts with customers with the amounts disclosed in the segment information:
For the six months ended 30 June 2020 | |||||||||||
Property | |||||||||||
development | |||||||||||
Foundation | and | Corporate | |||||||||
Segments | piling | investment | Investment | and others | Total | ||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||
Revenue from contracts with customers | |||||||||||
External customers | 1,450,899 | - | - | 12,387 | 1,463,286 | ||||||
Intersegment sales | - | - | - | - | - | ||||||
Intersegment adjustments and eliminations | 1,450,899 | - | - | 12,387 | 1,463,286 | ||||||
- | - | - | - | - | |||||||
Total revenue from contracts with customers | |||||||||||
1,450,899 | - | - | 12,387 | 1,463,286 | |||||||
For the six months ended 30 June 2019 | |||||||||||
Property | |||||||||||
development | |||||||||||
Foundation | and | Corporate | |||||||||
Segments | piling | investment | Investment | and others | Total | ||||||
HK$'000 | HK$'000 | HK$'000 | HK$'000 | HK$'000 | |||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||
Revenue from contracts with customers | |||||||||||
External customers | 1,251,425 | 18,381 | 55,920 | 10,006 | 1,335,732 | ||||||
Intersegment sales | 103,368 | - | - | - | 103,368 | ||||||
1,354,793 | 18,381 | 55,920 | 10,006 | 1,439,100 | |||||||
Intersegment adjustments and eliminations | (103,368) | - | - | - | (103,368) | ||||||
Total revenue from contracts with customers | 1,251,425 | 18,381 | 55,920 | 10,006 | 1,335,732 | ||||||
22 INTERIM REPORT 2020
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements (Cont'd)
5. OTHER INCOME AND GAINS
Six months ended 30 June | |||||
2020 | 2019 | ||||
HK$'000 | HK$'000 | ||||
(Unaudited) | (Unaudited) | ||||
Interest income | 8,607 | 56,647 | |||
Insurance claims | 543 | 558 | |||
Subsidy income* | 7,386 | - | |||
Foreign exchange gains, net | - | 12,174 | |||
Others | 2,462 | 7,783 | |||
18,998 | 77,162 | ||||
* There are no unfulfilled conditions or contingencies relating to this income.
6. LOSS BEFORE TAX
The Group's loss before tax is arrived at after charging/(crediting): | ||||||
Six months ended 30 June | ||||||
2019 | ||||||
2020 | ||||||
HK$'000 | HK$'000 | |||||
(Unaudited) | (Unaudited) | |||||
Depreciation of property, plant and equipment | 26,276 | 25,352 | ||||
Depreciation of right-of-use assets | 7,054 | 9,835 | ||||
Fair value losses on financial assets at fair value through profit or loss* | - | 201,485 | ||||
Loss on disposal and write-off of items of property, plant and equipment# | 10,237 | 1,832 | ||||
Impairment of trade receivables* | 278 | 428 | ||||
Impairment of right-of-use assets* | - | 23,538 | ||||
Impairment of goodwill* | - | 2,034 | ||||
Impairment of assets of disposal groups classified as held for sale* | - | 580 | ||||
Write-off of inventories* | 272 | - | ||||
Foreign exchange differences, net* | 25,085 | (12,174) | ||||
- These amounts are included in "Other income and gains" or "Other expenses, net" in the consolidated statement of profit or loss.
-
Loss on disposal and write-off of items of property, plant and equipment of HK$2,701,000 (2019: Nil) and
HK$7,536,000 (2019: HK$1,832,000) is included in "Cost of sales" and "Other expenses, net", respectively.
INTERIM REPORT 2020 23
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements (Cont'd)
7. INCOME TAX | ||||||
Hong Kong profits tax has been provided at the rate of 16.5% (2019: 16.5%) on the estimated assessable profits | ||||||
arising in Hong Kong during the period. Taxes on profits assessable elsewhere in the PRC have been calculated at | ||||||
the applicable tax rates prevailing in the areas in which the Group operates. | ||||||
Six months ended 30 June | ||||||
2019 | ||||||
2020 | ||||||
HK$'000 | HK$'000 | |||||
(Unaudited) | (Unaudited) | |||||
Current: | ||||||
Provision for tax in respect of profit for the period: | ||||||
PRC: | ||||||
Hong Kong | 157 | 9,463 | ||||
Elsewhere | 273 | 6,232 | ||||
Overprovision in the prior years: | 430 | 15,695 | ||||
PRC: | ||||||
Hong Kong | (225) | - | ||||
Elsewhere | (1,438) | (1,139) | ||||
(1,663) | (1,139) | |||||
Deferred tax | (2,301) | 875 | ||||
Total tax charge/(credit) for the period | (3,534) | 15,431 | ||||
8. DIVIDENDS
Six months ended 30 June | ||||||
Notes | 2020 | 2019 | ||||
HK$'000 | HK$'000 | |||||
(Unaudited) | (Unaudited) | |||||
Dividends declared during the period: | ||||||
Special dividend - HK$0.24 (2019: HK$1.48) | (a) | |||||
per ordinary share | 807,849 | 4,981,733 | ||||
Interim dividend - Nil (2019: HK$0.21 per ordinary share) | (b) | - | 706,867 | |||
807,849 | 5,688,600 | |||||
Notes:
- A special dividend of HK$0.24 per ordinary share, totaling approximately HK$807,849,000, was approved by the board of directors (the "Board") on 23 March 2020, and was paid on 29 April 2020. During the period ended 30 June 2019, a special dividend of HK$1.48 per ordinary share, totaling approximately HK$4,981,733,000, was approved by the Board on 3 June 2019 and was paid on 4 July 2019.
- The Board has resolved not to declare an interim dividend for six months ended 30 June 2020 (period ended 30 June 2019: HK$0.21 per ordinary share).
24 INTERIM REPORT 2020
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements (Cont'd)
9. LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY
The calculation of the basic loss per share amount is based on the loss for the period attributable to ordinary equity holders of the Company of HK$91,613,000 (2019: HK$1,121,181,000), and the weighted average number of ordinary shares of 3,366,035,709 (2019: 3,365,942,891) in issue during the period.
The Group had no potentially dilutive ordinary shares in issue during the period ended 30 June 2020. No adjustment has been made to the basic loss per share amounts presented for the period ended 30 June 2019 in respect of a dilution as the impact of the share options had an anti-dilutive effect in the basic loss per share amounts presented.
10. PROPERTY, PLANT AND EQUIPMENT
During the period, the Group acquired property, plant and equipment with a cost of HK$64,805,000 (2019: HK$37,921,000, excluding property, plant and equipment acquired through a business combination disclosed in note 17 to the unaudited condensed interim financial statements). Property, plant and equipment with a net carrying amount of HK$11,461,000 were disposed of and written off by the Group during the six months ended
30 June 2020 (2019: HK$2,880,000) resulting in a net loss on disposal and written off of HK$10,237,000 (2019: net loss of HK$1,832,000).
11. TRADE RECEIVABLES
The Group has established credit policies that follow local industry standards. The average normal credit periods offered to trade customers are within 30 days, and are subject to periodic review by management. In view of the aforementioned and the fact that the Group's trade receivables relate to a large number of diversified customers, there is no significant concentration of credit risk. The Group does not hold any collateral or other credit enhancements over its trade receivable balances. Trade receivables are non-interest-bearing.
As at | As at | |||||
30 June | 31 December | |||||
2020 | 2019 | |||||
HK$'000 | HK$'000 | |||||
(Unaudited) | (Audited) | |||||
Trade receivables | 255,263 | 227,649 | ||||
Impairment | (1,267) | (989) | ||||
253,996 | 226,660 | |||||
INTERIM REPORT 2020 25
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements (Cont'd)
11. TRADE RECEIVABLES (Cont'd)
An ageing analysis of the trade receivables as at the end of the reporting period, based on the invoice date and net of loss allowance, is as follows:
As at | As at | ||||
30 June | 31 December | ||||
2020 | 2019 | ||||
HK$'000 | HK$'000 | ||||
(Unaudited) | (Audited) | ||||
Within 90 days | 250,778 | 216,429 | |||
91 to 180 days | 2,787 | 9,676 | |||
181 to 365 days | 399 | 555 | |||
Over 365 days | 32 | - | |||
253,996 | 226,660 | ||||
Included in the trade receivables is an amount due from a related company of HK$136,000 (31 December 2019: HK$280,000), which is repayable on credit terms similar to those offered to the major customers of the Group.
12. TRADE AND RETENTION PAYABLES, ACCRUALS AND PROVISION
An ageing analysis of the trade payables as at the end of the reporting period, based on the invoice date, is as follows:
As at | As at | ||||
30 June | 31 December | ||||
2020 | 2019 | ||||
HK$'000 | HK$'000 | ||||
(Unaudited) | (Audited) | ||||
Trade payables: | |||||
Within 90 days | 353,801 | 286,045 | |||
91 to 180 days | 683 | 30 | |||
Over 180 days | 193 | 144 | |||
354,677 | 286,219 | ||||
Retention payables | 93,869 | 68,257 | |||
Accruals | 184,365 | 220,078 | |||
Provision | 40,177 | 37,262 | |||
673,088 | 611,816 | ||||
As at 30 June 2020, retention payables, amounting to HK$86,272,000 (31 December 2019: HK$43,669,000) were expected to be repayable within twelve months after the end of the reporting period.
26 INTERIM REPORT 2020
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements (Cont'd)
13. SHARE CAPITAL
As at | As at | ||||
30 June | 31 December | ||||
2020 | 2019 | ||||
HK$'000 | HK$'000 | ||||
(Unaudited) | (Audited) | ||||
Authorised: | |||||
6,000,000,000 ordinary shares of HK$0.10 each | 600,000 | 600,000 | |||
Issued and fully paid: | |||||
3,366,035,709 ordinary shares of HK$0.10 each | 336,603 | 336,603 | |||
14. CONTINGENT LIABILITIES
As at | As at | ||||
30 June | 31 December | ||||
2020 | 2019 | ||||
HK$'000 | HK$'000 | ||||
(Unaudited) | (Audited) | ||||
Guarantees in respect of performance bonds in relation to subsidiaries | 445,597 | 403,267 | |||
15. COMMITMENTS
As at | As at | ||||
30 June | 31 December | ||||
2020 | 2019 | ||||
HK$'000 | HK$'000 | ||||
(Unaudited) | (Audited) | ||||
Property, plant and equipment: | |||||
- contracted, but not provided for | 6,868 | 68,322 | |||
INTERIM REPORT 2020 27
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements (Cont'd)
16. DISPOSAL OF SUBSIDIARIES
For the period ended 30 June 2020
-
Disposal of Uni-Genius Investments Limited
On 22 November 2019, Tysan Investment Limited ("Tysan Investment"), a wholly-owned subsidiary of the Company, entered into a sale and purchase agreement with HNA Finance I Co., Ltd. ("HNA Finance I"), the former controlling shareholder of the Company, to dispose of its entire equity interest in Uni-Genius Investments Limited ("Uni-Genius") and assign all amounts which Uni-Genius owed to Tysan Investment at a cash consideration of HK$343,200,000 (the "Uni-Genius Disposal"). The principal activity of Uni-Genius was trading of financial products and holding of an unlisted wealth management investment in a fund. As at 31 December 2019, the disposal group classified as held for sale included the assets of Uni-Genius of HK$309,320,000. The Uni-Genius Disposal was completed on 5 March 2020.
HK$'000 | |||
Net liabilities disposed of: | |||
Financial asset at fair value through profit or loss | 309,270 | ||
Loan from the Group | (321,963) | ||
(12,693) | |||
Loan from the Group assigned | 321,963 | ||
Gain on disposal of a subsidiary credited to profit or loss | 33,930 | ||
343,200 | |||
Satisfied by: | |||
Cash consideration | 343,200 | ||
An analysis of the net inflow of cash and cash equivalents in respect of the Uni-Genius Disposal during the period is as follows:
HK$'000 | |||
Cash consideration and net inflow of cash and cash equivalents in respect | |||
of the Uni-Genius Disposal | 343,200 | ||
28 INTERIM REPORT 2020
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements (Cont'd)
16. DISPOSAL OF SUBSIDIARIES (Cont'd)
For the period ended 30 June 2019
-
Disposal of Twinpeak Assets Limited
On 15 February 2019, Omnilink Assets Limited ("Omnilink"), a wholly-owned subsidiary of the Company, disposed of its entire equity interest in Twinpeak Assets Limited and assigned all amounts which Twinpeak Assets Limited owed to Omnilink as at that date to an independent third party, Fabulous New Limited, at a final cash consideration of HK$5,192,449,000 (the "Twinpeak Disposal"). The principal assets of Twinpeak Assets Limited comprised all the issued share capital of Milway Development Limited, the owner of the development under construction on New Kowloon Inland Lot No. 6563 on Kai Tak Area 1L Site 2, Kai Tak, Kowloon, Hong Kong.
HK$'000 | ||
Net liabilities disposed of: | ||
Properties under development | 7,531,449 | |
Prepayments, deposits and other receivables | 118 | |
Pledged bank balances | 37,469 | |
Restricted cash | 1,276,396 | |
Cash and cash equivalents | 7,064 | |
Trade and retention payables and accruals | (31,378) | |
Other payables, deposits received and receipt in advance | (80) | |
Interest-bearing bank borrowings | (2,936,063) | |
Loan from the Group | (6,489,641) | |
(604,666) | ||
Loan from the Group assigned | 6,489,641 | |
Loss on disposal of subsidiaries debited to profit or loss | (692,526) | |
5,192,449 | ||
Satisfied by: | ||
Cash consideration | 5,192,449 | |
An analysis of the net inflow of cash and cash equivalents in respect of the Twinpeak Disposal during the period ended 30 June 2019 is as follows:
HK$'000 | ||
Cash consideration | 5,192,449 | |
Pledged bank balances disposed of | (37,469) | |
Cash and cash equivalents disposed of | (7,064) | |
Net inflow of cash and cash equivalents in respect of the Twinpeak Disposal | 5,147,916 | |
Details of the Twinpeak Disposal were set out in the Company's announcements dated 1 February 2019 and 15 February 2019 and the circular dated 25 February 2019.
INTERIM REPORT 2020 29
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements (Cont'd)
17. BUSINESS COMBINATION
For the period ended 30 June 2019
On 28 February 2019, Fundamental Assets IV Limited ("Fundamental Assets IV"), a wholly-owned subsidiary of the Company, and Jinshang International Investment Company Limited ("Jinshang International"), an independent third party, entered into a sale and purchase agreement, pursuant to which, Fundamental Assets IV agreed to purchase and Jinshang International agreed to sell the entire issued capital of Superior Choice Holdings Limited ("Superior Choice") and the loans owned by Superior Choice and its subsidiary to Jinshang International at cash consideration of HK$700,000,000 (subject to adjustment) (the "Superior Choice Acquisition"). The principal assets of Superior Choice comprise all the issued share capital of Excel Pointer Limited, the sole legal and beneficial owner of a property known as "CentreHollywood" located at No. 151 Hollywood Road, Hong Kong. The Superior Choice Acquisition was completed on 28 February 2019 and the final consideration was agreed at HK$698,018,000.
The fair value of the identifiable assets and liabilities of Superior Choice and Excel Pointer Limited (collectively referred as the "Superior Choice Group") as at the date of acquisition were as follows:
Fair value | ||
recognised on | ||
acquisition | ||
HK$'000 | ||
Property, plant and equipment | 174 | |
Investment property | 700,000 | |
Prepayments, deposits and other receivables | 369 | |
Cash and cash equivalents | 349 | |
Trade payables and accruals | (636) | |
Other payables, deposits received and receipt in advance | (2,066) | |
Tax payable | (321) | |
Deferred tax liabilities | (1,885) | |
Loans from the shareholder | (338,687) | |
Total identifiable net assets at fair value | 357,297 | |
Loans from the shareholder assigned to the Group | 338,687 | |
Goodwill on acquisition | 2,034 | |
698,018 | ||
Satisfied by: | ||
Cash consideration | 700,000 | |
Other receivable | (1,982) | |
Total consideration | 698,018 | |
30 INTERIM REPORT 2020
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements (Cont'd)
17. BUSINESS COMBINATION (Cont'd)
For the period ended 30 June 2019 (Cont'd)
The Group incurred transaction costs of HK$4,025,000 for this transaction of which HK$3,291,000 were recorded during the period ended 30 June 2019. These transaction costs had been expensed and were included in administrative expenses in the consolidated statement of profit or loss.
An analysis of the net outflow of cash and cash equivalents in respect of the Superior Choice Acquisition during the period ended 30 June 2019 is as follows:
HK$'000 | |||
Cash consideration | (700,000) | ||
Cash and cash equivalents acquired | 349 | ||
Net outflow of cash and cash equivalents included in cash flows from investing activities | (699,651) | ||
Transaction costs of the acquisition included in cash flows from operating activities | (3,291) | ||
(702,942) | |||
18. RELATED PARTY TRANSACTIONS
Save as disclosed elsewhere in the unaudited condensed interim financial statements, the Group had the following transactions with related parties during the period ended 30 June 2020:
- For the period ended 30 June 2020, compensation to key management personnel of the Group amounted to HK$6,853,000 (period ended 30 June 2019: HK$27,158,000).
- Details of the Group's balance with a related company as at the end of the reporting period are included in note 11 to the unaudited condensed interim financial statements.
-
During the period ended 30 June 2020, the Group recorded licence income of HK$77,000 from Tysan Building Construction Company Limited ("TBC") (period ended 30 June 2019: HK$55,000) for sub-lease of a closed storage place.
TBC is ultimately controlled by Mr. Fung Chiu Chak, Victor, an executive director of the Company.
INTERIM REPORT 2020 31
Tysan Holdings Limited
Notes to Unaudited Condensed Interim Financial Statements (Cont'd)
18. RELATED PARTY TRANSACTIONS (Cont'd)
Save as disclosed elsewhere in the unaudited condensed interim financial statements, the Group had the following transactions with related parties during the period ended 30 June 2020: (Cont'd)
- During the period from 1 January 2019 to 27 March 2019, the Group recorded a management fee income of HK$14,208,000 from HKICIM Fund II, L.P. ("Fund II"), HK$9,004,000 from HKICIM Fund III, L.P. ("Fund III") and HK$7,068,000 from HKICIM Fund V, L.P. ("Fund V"), respectively.
Fund II, Fund III and Fund V are non-wholly-owned subsidiaries of HNA Holding Group Co., Ltd., which in turn is the holding company of HNA Finance I, the former controlling shareholder of the Company. Upon the completion of the transfer of approximately 69.54% of issued shares of the Company by HNA Finance I to Times Holdings II Limited on 27 March 2019, Fund II, Fund III and Fund V ceased to be related companies of the Company. - During the period from 1 January 2019 to 27 March 2019, interest expenses of HK$1,976,000 and HK$1,737,000 were charged by Tysan Land (Shanghai) Limited ("Tysan Shanghai") and Tysan Property Development (Tianjin) Company Limited ("Tysan Tianjin"), respectively. The interest expenses were charged at the interest rate published by The People's Bank of China ("PBOC").
Tysan Shanghai and Tysan Tianjin are wholly-owned subsidiaries of Hainan HNA Shou Fu Investment Co., Ltd. ("HNA Shou Fu"), a subsidiary of HNA Group Co., Ltd., which in turn is the holding company of HNA Finance I, the former controlling shareholder of the Company. Upon the completion of the transfer of approximately 69.54% of issued shares of the Company by HNA Finance I to Times Holdings II Limited on 27 March 2019, Tysan Shanghai and Tysan Tianjin ceased to be related companies of the Company. - During the period from 1 January 2019 to 27 March 2019, the Group was charged HK$19,000 by Hainan Marine Construction Project Management Contracting Co., Limited ("Hainan Marine Construction") in relation to the provision of a platform for managing, editing and searching building information model ("BIM") documents and BIM models ("BIM platform").
Hainan Marine Construction is a non-wholly-owned subsidiary of HNA Group Co., Ltd., which in turn is the holding company of HNA Finance I, the former controlling shareholder of the Company. Upon the completion of the transfer of approximately 69.54% of issued shares of the Company by HNA Finance I to Times Holdings II Limited on 27 March 2019, Hainan Marine Construction ceased to be a related company of the Company.
These transactions were entered into by the Group and its related companies in accordance with the terms of the respective agreements.
32 INTERIM REPORT 2020
Board of Directors
Executive Directors
Mr. FUNG Chiu Chak, Victor (Vice Chairman)
Mr. CHIU Chin Hung
Mr. LAU Kin Fai
Non-executive Directors
Mr. Justin WAI (Chairman)
Mr. WANG Tianbing
Mr. YUEN Pak Man
Ms. GU Ye
Ms. HOU Xiangjia
Independent Non-executive Directors
Mr. LUNG Chee Ming, George
Mr. LI Kit Chee
Ms. CHOW Wai Lee
Ms. Jennifer KWOK
Audit Committee
Mr. LI Kit Chee (Chairman)
Mr. LUNG Chee Ming, George
Ms. CHOW Wai Lee
Ms. Jennifer KWOK
Remuneration Committee
Mr. LUNG Chee Ming, George (Chairman)
Mr. Justin WAI
Mr. FUNG Chiu Chak, Victor
Mr. WANG Tianbing
Mr. LI Kit Chee
Ms. CHOW Wai Lee
Ms. Jennifer KWOK
Tysan Holdings Limited
Corporate Information
Nomination Committee
Mr. Justin WAI (Chairman)
Mr. FUNG Chiu Chak, Victor
Mr. WANG Tianbing
Mr. LUNG Chee Ming, George
Mr. LI Kit Chee
Ms. CHOW Wai Lee
Ms. Jennifer KWOK
Financial Controller
Ms. YIP Pui Shan
Company Secretary
Ms. WONG Suk Han, Kitty
Auditors
Ernst & Young
Legal Advisers
Conyers, Dill & Pearman
Reed Smith Richards Butler
Principal Bankers
Agricultural Bank of China Limited, Hong Kong Branch BNP Paribas Hong Kong Branch
China Citic Bank International Limited China Construction Bank
Hang Seng Bank Limited
Shanghai Commercial Bank Limited
The Hongkong and Shanghai Banking Corporation Limited
Registered Office
Clarendon House
2 Church Street
Hamilton, HM 11
Bermuda
INTERIM REPORT 2020 33
Tysan Holdings Limited
Corporate Information
Head Office and Principal Place of Business
20th Floor, One Island South
No. 2 Heung Yip Road
Wong Chuk Hang
Hong Kong
Branch Registrar in Hong Kong
Tricor Tengis Limited
Level 54, Hopewell Centre
183 Queen's Road East
Hong Kong
HKSE Stock Code
687
Website
www.tysan.com
34 INTERIM REPORT 2020
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Hong Kong International Construction Investment Management Group Co. Ltd. published this content on 09 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 September 2020 08:44:06 UTC
