Unity Group's 2023/2024 Interim Report

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2023/24

Unity Group Holdings International Limited 知 行 集 團 控 股 國 際 有 限 公 司


Interim Report 中期報告
Unity Group Holdings International Limited
知行集團控股國際有限公司
(incorporated in the Cayman Islands with limited liability)
( 於開曼群島註冊成立的有限公司 )

Stock Code 股份代號 : 1539

Unity Group Holdings International Limited


知行集團控股國際有限公司

Interim Report 2023/24 中期報告

15th Floor
Chinachem Century Tower
178 Gloucester Road
Wan Chai
Hong Kong
香港灣仔告士打道178號
華懋世紀廣場15樓
CONTENTS
2 Corporate Information

4 Financial Highlights

6 Management Discussion and Analysis

15 Corporate Governance

22 Unaudited Condensed Consolidated Statement of Comprehensive Income

24 Unaudited Condensed Consolidated Statement of Financial Position

26 Unaudited Condensed Consolidated Statement of Changes in Equity

27 Unaudited Condensed Consolidated Statement of Cash Flows

29 Notes to the Unaudited Condensed Consolidated Financial Statement


2 Unity Group Holdings International Limited | Interim Report 2023/2024

CORPORATE
INFORMATION
(As at 20 December 2023)

DIRECTORS AUTHORISED REPRESENTATIVES


Executive Director Mr. Wong Man Fai Mansfield
Mr. Wong Ho Kwan
Mr. Wong Man Fai Mansfield
(Chairman and Chief Executive Officer)
REGISTERED OFFICE
Non-executive Director
IN THE CAYMAN ISLANDS
Cricket Square
Mr. Tsang Sze Wai Claudius
Hutchins Drive
P.O. Box 2681
Independent non-executive Directors
Grand Cayman KY1-1111
Mr. Chung Koon Yan Cayman Islands
Mr. Cheung Yick Hung Jackie
Dr. Wong Chi Ying Anthony HEADQUARTERS AND PRINCIPAL PLACE
Mr. Tang Warren Louis OF BUSINESS IN HONG KONG
15th Floor
BOARD COMMITTEES
Chinachem Century Tower
Audit Committee 178 Gloucester Road
Mr. Chung Koon Yan (Chairman) Wan Chai
Mr. Cheung Yick Hung Jackie Hong Kong
Dr. Wong Chi Ying Anthony
PRINCIPAL SHARE REGISTRAR
Remuneration Committee AND TRANSFER OFFICE
IN THE CAYMAN ISLANDS
Mr. Cheung Yick Hung Jackie (Chairman)
Mr. Chung Koon Yan Conyers Trust Company (Cayman) Limited
Dr. Wong Chi Ying Anthony Cricket Square
Hutchins Drive
Nomination Committee P.O. Box 2681
Grand Cayman KY1-1111
Dr. Wong Chi Ying Anthony (Co-Chairman) Cayman Islands
Mr. Tang Warren Louis (Co-Chairman)
Mr. Chung Koon Yan
Mr. Cheung Yick Hung Jackie

COMPANY SECRETARY
Mr. Wong Ho Kwan
Unity Group Holdings International Limited | Interim Report 2023/2024 3

CORPORATE
INFORMATION (As at 20 December 2023)

HONG KONG BRANCH SHARE STOCK CODE


REGISTRAR AND TRANSFER OFFICE 1539 (Listed on the Main Board of the Hong Kong Stock
Tricor Investor Services Limited Exchange ("Stock Exchange"))
17/F
Far East Finance Centre COMPANY WEBSITE
16 Harcourt Road
unitygroup.eco
Hong Kong

INVESTOR ENQUIRY HOTLINE


HONG KONG LEGAL ADVISER
Tel: (852) 2121 8033
Chiu & Partners
40th Floor, Jardine House
INVESTOR ENQUIRY EMAIL ADDRESS
1 Connaught Place
Hong Kong [email protected]

AUDITOR
BDO Limited
25th Floor
Wing On Centre
111 Connaught Road Central
Hong Kong

PRINCIPAL BANKERS
DBS Bank (Hong Kong) Limited
16/F, The Center
99 Queen's Road Central
Central
Hong Kong

Bank of China (Hong Kong) Limited


Bank of China Tower
1 Garden Road, Central
Hong Kong
4 Unity Group Holdings International Limited | Interim Report 2023/2024

FINANCIAL
HIGHLIGHTS

Six months ended


30 September
2023 2022
HK$’000 HK$’000
(Unaudited) (Unaudited)
Revenue
Leasing services of energy saving systems 15,186 3,310
Trading of energy saving products 16,909 2,272
Consultancy service 8,102 –
40,197 5,582
Gross profit 26,827 2,445
EBITDA (Note 1) 23,313 (58,156)
EBIT (Note 1) 21,987 (59,565)
Profit/(loss) attributable to owners of the Company 17,710 (62,240)
Basic earnings/(loss) per share (HK cents) 0.6 (2.6)
Diluted earnings/(loss) per share (HK cents) 0.6 (2.6)
Adjusted profit/(loss) attributable to owners
of the Company excluding some major extraordinary
or non-operating income and expenses (Note 2) 9,623 (23,478)
Basic earnings/(loss) per share (HK cents) 0.3 (1.0)
Diluted earnings/(loss) per share (HK cents) 0.3 (1.0)

As at As at
30 September 31 March
2023 2023
HK$’000 HK$’000
(Unaudited) (Audited)
Total assets 479,254 373,638
Total liabilities 221,389 246,986
Net assets 257,865 126,652

Note 1: EBITDA is defined as earnings before interest expenses and other finance costs, tax, and depreciation. EBIT is defined as earnings before interest
expenses and other finance costs and tax.

Note 2: Amounts are calculated based on adjusted profit/(loss) after excluding some major extraordinary or non-operating income and expenses as
defined by the Group’s management, the details of which can be referred to pages 8 and 9 of this report.
Unity Group Holdings International Limited | Interim Report 2023/2024 5

FINANCIAL
HIGHLIGHTS

– The Group’s revenue increased by 617.9% from approximately HK$5.6 million for the six months ended
30 September 2022 to approximately HK$40.2 million for the six months ended 30 September 2023.

– The Group’s gross profit increased by 102.1% from approximately HK$2.4 million for the six months ended
30 September 2022 to approximately HK$26.8 million for the six months ended 30 September 2023.

– The Group’s profit attributable to the owners of the Company amounted to approximately HK$17.7 million for the
six months ended 30 September 2023, which significantly improved from the loss attributable to the owners of
the Company amounted to approximately HK$62.2 million for the six months ended 30 September 2022. This is
mainly attributable to, inter alia, the substantial increase in the Group’s revenue and gross profit, and reduction in
impairment losses on financial assets.
6 Unity Group Holdings International Limited | Interim Report 2023/2024

MANAGEMENT DISCUSSION
AND ANALYSIS

FINANCIAL REVIEW
Revenue and gross profit
The total revenue of the Group was approximately HK$40.2 million for the six months ended 30 September 2023,
representing an increase of approximately 617.9% as compared to HK$5.6 million for the six months ended 30 September
2022.

An analysis of revenue is presented as follows:

Six months ended 30 September


2023 2022
Note HK$’000 HK$’000

Leasing service of energy saving systems and products


Malaysia Project (a) 13,473 –
Others 1,713 3,310
Trading of energy saving products (b) 16,909 2,272
Consultancy service income (c) 8,102 –
Renewable energy service income – –

40,197 5,582

Notes:

(a) This refers to the “Light Source in the Darkness” project in Malaysia (the “Malaysia Project”), which helps local condominiums to solve their lighting
problems and achieve energy efficiency at the same time. The Malaysia Project is receiving a lot of compliments from customers and government
support locally. The Malaysia Project starts out in Selangor state of Malaysia which has a total of approximately 8,000 condominiums and targets
to install 6 million LED lights by 2025. During the six months ended 30 September 2023, installation of approximately 45,000 LED lights had been
completed under the Malaysia Project, which led to an increase of revenue from nil for six months ended 30 September 2022 to approximately HK$13.5
million for the six months ended 30 September 2023.

(b) The increase was the result of the increase in demand for lighting products purchase from the Group’s trading customers.

(c) The increase was due to the increase in the number of consultancy projects from nil for the six months ended 30 September 2022 to one for the six
months ended 30 September 2023.

The Group’s gross profit margin improved from approximately 43.8% for the six months ended 30 September 2022 to
approximately 66.7% for the six months ended 30 September 2023 mainly due to the fact that revenue from the Malaysia
Project has a relatively higher gross profit margin and that there were no consultancy projects completed for the six
months ended 30 September 2022.
Unity Group Holdings International Limited | Interim Report 2023/2024 7

MANAGEMENT DISCUSSION
AND ANALYSIS

Other income and gains Administrative expenses


The other income and gains of the Group was The Group’s administrative expenses for the six months
approximately HK$16.7 million for the six months ended 30 September 2023 were approximately HK$17.8
ended 30 September 2023, representing an increase of million, representing a decrease of approximately
approximately 3,240% from approximately HK$0.5 million 3.8% from approximately HK$18.5 million for the six
for the six months ended 30 September 2022. The increase months ended 30 September 2022. The decrease in
in other income and gains was mainly due to the gain administrative expenses was the mixed effect of (i) the
from reversal of impairment losses on financial assets of decrease in foreign exchange loss by approximately
approximately HK$15.3 million as a result of improvement HK$2.4 million which was mainly due to the reduced loss
in recoverability of trade receivables. from depreciation of Indonesian rupiah against Hong
Kong dollar; (ii) the decrease in legal and professional
Selling and distribution costs fee of by approximately HK$2.7 million as there were
more fees incurred for the preparation for the scheme
The Group’s selling and distribution costs for the six
of arrangement between the Company and its creditors
months ended 30 September 2023 were approximately
during the six months ended 30 September 2022; (iii) the
HK$2.5 million, representing a decrease of approximately
increase in staff costs by approximately HK$2.1 million
16.7% from approximately HK$3.0 million for the six
as a result of the increase in staff number and share
months ended 30 September 2022. The decrease was
option expenses; and (iv) the increase in travelling and
mainly due to the decrease of advertising expenses by
entertainment costs by approximately HK$2.2 million, as
approximately HK$0.8 million during the six months ended
a result of increase in travelling costs to Middle East and
30 September 2023. The decrease of advertising expenses
Malaysia.
was mainly attributable to more marketing efforts in
advertising for the re-branding of the Group in the previous
Finance costs
period.
The Group’s finance costs were approximately HK$1.8
million for the six months ended 30 September 2023,
representing a decrease of approximately 85.1% from
approximately HK$12.1 million for the six months ended
30 September 2022. The decrease was mainly due to
the decrease of interest expenses on notes payables
and borrowings from approximately HK$7.1 million and
HK$4.0 million respectively for the six months ended
30 September 2022 to approximately HK$0.7 million and nil
respectively for the six months ended 30 September 2023,
as a result of the scheme of arrangement that reduced
relevant interest-bearing debts and the effective interest
rates.
8 Unity Group Holdings International Limited | Interim Report 2023/2024

MANAGEMENT DISCUSSION
AND ANALYSIS

Other expenses EBITDA/EBIT


The Group’s other expenses decreased from approximately As a result of the foregoing, the Group’s EBITDA increased
HK$41.7 million for the six months ended 30 September from a loss of approximately HK$58.2 million for the
2022 to approximately HK$1.6 million for the six months six months ended 30 September 2022 to a profit of
ended 30 September 2023. approximately HK$23.3 million for the six months ended
30 September 2023. The Group’s EBIT increased from a
The decrease in other expenses was mainly due to the loss of approximately HK$59.6 million for the six months
decrease of provision for impairment losses on financial ended 30 September 2022 to a profit of approximately
assets from approximately HK$41.7 million for the six HK$22.0 million for the six months ended 30 September
months ended 30 September 2022 to nil for the six months 2023.
ended 30 September 2023, as a result of improvement of
recoverability in long ageing trade receivables. Profit/(loss) for the period attributable to the
owners of the Company
Income tax expense/credit
The Group’s profit/(loss) attributable to the owners
The Group’s income tax expense for the six months ended of the Company increased by approximately HK$79.9
30 September 2023 was approximately HK$2.4 million million from a loss of approximately HK$62.2 million for
while the Group’s income tax credit for the period ended the six months ended 30 September 2022 to a profit of
30 September 2022 was approximately HK$8.8 million. The approximately HK$17.7 million for the six months ended
increase is the result of estimated tax impact as a result 30 September 2023. Excluding some major extraordinary
of the changes in the provision for impairment losses on or non-operating income and expenses, the adjusted
financial assets. profit/(loss) attributable to the owners of the Company
increased from a loss of approximately HK$23.5 million
Share of results of associates for the six months ended 30 September 2022 to a profit
The Group’s share of results of associates for the six of approximately HK$9.6 million for the six months ended
months ended 30 September 2023 was approximately 30 September 2023.
HK$0.4 million while the Group’s share of results of
associates for the six months ended 30 September 2022
was approximately HK$0.8 million. The decrease was
mainly due to the decrease in sales of the customised
LED products in the retail outlets of a major retailer in
South Africa as the deployment of lighting works were
substantially completed.
Unity Group Holdings International Limited | Interim Report 2023/2024 9

MANAGEMENT DISCUSSION
AND ANALYSIS

The following table reconciles the adjusted profit/(loss) attributable to the owners of the Company excluding some major
extraordinary or non-operating income and expenses as defined by the Group’s management for the periods indicated:

Six months ended 30 September


2023 2022
HK$’000 HK$’000

Profit/(loss) for the period attributable to the owners of the Company 17,710 (62,240)

Add/(less) major extraordinary or non-operating expenses/(income):


Fair value loss on equity investment at FVTPL 1,589 –
(Reversal of)/provision for impairment losses on financial assets,
net of deferred tax (12,856) 34,398
Share-based payment expenses in respect of share options 1,199 –
Net foreign exchange loss 1,981 4,364

Adjusted profit/(loss) attributable to the owners of the Company


excluding some major extraordinary or non-operating income and expenses 9,623 (23,478)

LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE


The Group mainly finances its business with internally generated cash flows and bank and other borrowings. As at
30 September 2023, current assets of the Group amounted to approximately HK$303.7 million, representing an increase
of approximately 50.6% compared to approximately HK$201.6 million as at 31 March 2023. Current assets are mainly
comprised of pledged bank deposits and cash and bank balances of approximately HK$83.7 million (31 March 2023:
approximately HK$18.1 million), trade receivables of approximately HK$185.8 million (31 March 2023: approximately
HK$155.4 million), and amount due from an associate of approximately HK$7.2 million (31 March 2023: approximately
HK$12.0 million).

As at 30 September 2023, the Group’s current liabilities are mainly comprised of borrowings of approximately HK$18.7
million (31 March 2023: approximately HK$9.0 million), trade payables of approximately HK$13.4 million (31 March 2023:
approximately HK$8.7 million) and accruals, other payables and deposits received of approximately HK$38.1 million
(31 March 2023: approximately HK$42.9 million), amount due to the scheme creditors of approximately HK$59.6 million
(31 March 2023: approximately HK$133.8 million).
10 Unity Group Holdings International Limited | Interim Report 2023/2024

MANAGEMENT DISCUSSION
AND ANALYSIS

The changes in the debt structure of the Group is summarized as follows:

30 September 31 March
2023 2023
HK$’million HK$’million

Bank borrowings 9.0 9.0


Other borrowings 9.7 –
Convertible bonds 75.8 –
Due to scheme creditors to be settled by cash payments 70.6 69.7
Due to scheme creditors settled subsequently by issue of
shares of the Company – 104.4

165.1 183.1

The overall decrease in the debts is mainly due to the fact that amount due to scheme creditors of approximately HK$104.4
million was settled by issue of shares of the Company on 28 June 2023.

The amount due to scheme creditors of approximately HK$70.6 million (31 March 2023: HK$69.7 million) will be settled by
cash payments over a period of two and a half years at a fixed interest rate of 2.5% per annum. For further details, please
refer to the Company’s announcements dated 3 August 2022, 14 October 2022, 11 November 2022, 17 February 2023,
14 April 2023 and 15 June 2023.

On the other hand, the bank borrowings of approximately HK$9.0 and the other borrowings of approximately HK$9.7
million have a maturity of 10 years and 5 years respectively and they incur interest at floating interest rate.

The Group has pledged its pledged deposits of approximately HK$1.1 million and finance lease and trade receivables (net
of impairment) of approximately HK$14.2 million of a subsidiary of the Group to secure the other borrowings.

The Group has pledged trade receivables (net of impairment) of approximately HK$196.8 million from a subsidiary of the
Group to secure Convertible Bonds.

As at 30 September 2023, the Group’s total equity was approximately HK$257.9 million, representing an increase of
approximately 103.6% from approximately HK$126.7 million as at 31 March 2023. As at 30 September 2023, except
disclosed in as above, the Group has no other charges on its assets.
Unity Group Holdings International Limited | Interim Report 2023/2024 11

MANAGEMENT DISCUSSION
AND ANALYSIS

CONTINGENT LIABILITIES The Investment in Associates is accounted for by equity


method in which 47.5% share of the results of the
The Group had no significant contingent liabilities as at KSL Group is reflected in the carrying amount of the
30 September 2023. investment. During the six months ended 30 September
2023, share of profits from the KSL Group amounted
GUARANTEES to approximately HK$0.4 million (six months ended 30
The Group had no material guarantees as at 30 September September 2022: approximately HK$0.8 million) was
2023. recognised in the unaudited condensed statement of
comprehensive income of the Group.
SIGNIFICANT INVESTMENTS
The decrease in share of profits was due to the decrease
As at 30 September 2023, the Group held two investments
in the net profit attributable to the shareholders of the
with a value above 5% of the total assets of the Group.
KSL Group from approximately HK$1.7 million for the
The two investments are (a) the interests in associates
six months ended 30 September 2022 to approximately
in Kedah Synergy Limited (“KSL”), together with its
HK$0.8 million for the six months ended 30 September
subsidiaries (the “KSL Group”), which accounted for
2023, as the trading revenue of customised LED product
approximately 14.1% of the Group’s total assets as at 30
decreased.
September 2023 (the “Investment in Associates”); and
(b) the equity investment at fair value through profit or
No dividend income from KSL was recognised during
loss in InVinity Energy Group Limited, which accounted
the six months ended 30 September 2023. The Group
for approximately 5.1% of the Group’s total assets as at 30
will continue to hold the investment in the KSL Group as
September 2023 (the “Equity Investment”).
long-term investment as the management believes the
investment will continue to generate profit for the Group
Investment in Associates
and the business of the KSL Group is in line with the
The Investment in Associates represents the Group’s Group’s core business.
investment in the KSL Group. The KSL Group includes
associated companies of the Group which were owned Equity Investment
as to 47.5% by the Group as at 30 September 2023. The
T he Equit y Investment represent s the Group’s
KSL Group is principally engaged in trading of energy
approximately 23.6% equity interest in InVinity Energy
saving products and provision of cost-saving energy
Group Limited (“InVinity”, together with its subsidiaries,
management solutions. The total initial investment cost
the “InVinity Group”). The InVinity Group is principally
in the KSL Group was approximately HK$27.7 million. As
engaged in investing in mining activities in relation to
at 30 September 2023, the Investment in Associates was
vanadium. The total initial investment cost in InVinity
approximately HK$67.7 million.
was US$3.2 million, or approximately HK$24.8 million.
As at 30 September 2023, the carrying amount of Equity
Investment was approximately HK$24.3 million (31 March
2023: approximately HK$25.9 million).
12 Unity Group Holdings International Limited | Interim Report 2023/2024

MANAGEMENT DISCUSSION
AND ANALYSIS

The Group will continue to hold the investment in InVinity FOREIGN CURRENCY EXPOSURE
as long-term investment as the management believes the
investment is in line with the Group’s business strategy and The Group’s revenue and expenses are mainly in Hong
development in the global energy market. Kong dollar which is the functional currency of most of
the entities making up the Group. As it is expected that
Saved as disclosed above, there were no other significant there will be a continuous increase in revenue from
investments held, and other plans for material investments overseas market, the Directors believe that the Group
or capital assets during the six months ended 30 will be exposed to foreign exchange risk due to exchange
September 2023. rate fluctuations. After considering the current and future
exchange rate level and the foreign currency market,
EMPLOYEES AND REMUNERATION the Group does not adopt any foreign currency hedging
POLICIES measure as at the date of this report. However, the Group
will monitor its foreign exchange exposure and will
As at 30 September 2023, the Group had 67 full-time consider hedging the foreign currency exposure should the
employees (31 March 2023: 57 full-time employees). need arises.
The Group offers a competitive remuneration package
commensurate with industry practice and provides GEARING RATIO
benefits to its employees, including bonuses, medical
coverage and provident fund contributions. As at 30 September 2023, the gearing ratio of the Group,
which is calculated on the basis of the amount of total
The Group has arranged for its Hong Kong employees debts divided by the total equity, was 65.4% (31 March
to join the Mandatory Provident Fund Scheme (“MPF 2023: 144.6%).
Scheme”). Under the MPF Scheme, each of the Group
companies (i.e. the employer) and its employees DIVIDEND
make monthly contributions to the scheme at 5% of The Board did not recommend the payment of any interim
the employees’ monthly earnings as defined under the dividend for the six months ended 30 September 2023.
Mandatory Provident Fund Legislation. The contributions
from each of the employers and employees are subject to The Company is not aware of any arrangement under
a cap of HK$1,500 per month and thereafter contributions which a shareholder has waived or agreed to waive any
are voluntary. Except for voluntary contribution, no dividends.
forfeited contribution under the MPF Scheme is available
to reduce the contribution payable in future years.

The Group also operates a number of defined contribution


retirement schemes outside Hong Kong in accordance with
local statutory requirements. The assets of these schemes
are generally held in separate administered funds and are
generally funded by payments from employees and by the
relevant group companies.
Unity Group Holdings International Limited | Interim Report 2023/2024 13

MANAGEMENT DISCUSSION
AND ANALYSIS

FUTURE OUTLOOK On 4 September 2023, the Group and Lembaga


Perumahan Dan Hartanah Selangor (“LPHS”), the
Financial status Malaysian state government agency responsible for the
The Group’s financial status continues to improve after planning and management of real estate development in
the series of restructuring actions completed in June 2023 Selangor, have entered into a collaboration agreement
and new source of financing from banks and financing (the “LPHS Agreement”) in Hong Kong with the aim to
companies. In particular, the Group completed the issue of accelerate the Malaysia Project and accomplish the goal of
US$10 million convertible bonds with aggregate principal the Malaysia Project earlier.
amount of US$10 million to an investor on 29 September
2023, in which convertible bonds with aggregate principal According to the LPHS Agreement, LPHS will impose key
amounts of US$7.5 million was further converted into performance targets (“KPI”) to the twelve Commissioner
equity shares of the Company on 17 November 2023, of Buildings (“COB”) under the management of LPHS,
greatly enhancing the capital structure and the financial which manages approximately 8,000 condominiums in
health of the Group. Selangor. The Group will provide necessary support to
respective COB to achieve such KPI.
The Group will continue to build new banking
relationships, explore other means of financings such as In accordance to the LPHS Agreement, the aggregate KPI
bonds, equity, and co-investment with investment funds, for COB is set out in two tiers:
so as to continue refining the capital structure of the Group.
Tier 1: condominiums under their management
Business contribute more than 800,000 LED lights (being
10% of estimated total number of lights of
Malaysia
condominiums under their management) to the
The Group’s “Light Source in the Darkness” project in Malaysia Project by 31 December 2023.
Malaysia, (the “Malaysia Project”), which helps local
condominiums to solve their lighting problems and achieve Tier 2: condominiums under their management
energy efficiency at the same time, is receiving a lot of contribute more than 1,600,000 LED lights
compliments by customers and government support (being 20% of estimated total number
locally. The Malaysia Project starts out in Selangor state of light s of condominiums under their
of Malaysia which has a total of approximately 8,000 management) to the Malaysia Project by
condominiums and targets to install 6 million LED lights by 31 December 2023.
2025.
With the continual support and commitment from LPHS
and COB, the Group believes the deployment of the
Malaysia Project is entering into a next stage of rapid
growth in the near future.
14 Unity Group Holdings International Limited | Interim Report 2023/2024

MANAGEMENT DISCUSSION
AND ANALYSIS

Mainland China Middle East

In September 2023, the Group has strategically partnered The Group kicked off its business in the Middle East during
with Tongwei Solar Energy (Hefei) Co. Ltd*(通威太陽 the period and is currently in the process of an energy
能(合肥)有限公司)(“TW Solar”) in Hefei of Mainland saving project with Leaf Tower in United Arab Emirates
China, the largest polysilicon manufacturer and the largest (“U.A.E.”) through enhancement of their lighting and
solar cell provider in the world since 2022. The parties cooling systems.
agreed to cooperate in provision of co-branded solar
equipment products with local customers for ground- On the other hand, on 27 September 2023, the Group
mounted and rooftop solar power generation market in held a signing ceremony in Hong Kong which signified its
Middle East and also Central Asia, Southeast Asia and East start of cooperation with local partners in Middle East.
Asia with a targeted market size of not less than 30 GW by The Group entered into a memorandum of understanding
2030. This allows the Group to capture the tremendous with Lead International Investments L.L.C., a subsidiary,
market opportunity in the Middle East and other regions of which focuses on energy business, of a conglomerate
the world. established in U.A.E., for upcoming business collaboration
in the Middle East, including but not limited to the
Further to the above, the Group will continue its business following:
development regarding energy saving solution and
renewable projects in the PRC. The Group believes there (a) Provision of energy management contract energy-
will be many more opportunities in the future given the saving solutions in the Middle East, starting with
“double carbon” objectives in the Mainland China. around 700 commercial, residential and corporation
buildings in Abu Dhabi and expanding to cover the
* For identification purpose
entire U.A.E. and Middle East market;

(b) Procurement and offering of private-label solar


equipment to meet the demand for a potential
of 100GW solar projects in U.A.E. with estimated
aggregate monetary amount of US$15 billion by
2030; and

(c) Establishment of a carbon emission reduction


offsetting platform.

This signifies the Group’s expansion into the Middle East


market with the support of local partners. The Group
believes tapping into the Middle East market brings in
tremendous business growth potential to the Group in the
future.
Unity Group Holdings International Limited | Interim Report 2023/2024 15

CORPORATE
GOVERNANCE

DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND SHORT POSITIONS IN


SHARES, UNDERLYING SHARES AND DEBENTURES
As at 30 September 2023, the interests of the Directors and chief executives of our Company in the shares, underlying
shares and debentures of our Company or any of its associated corporations (within the meaning of Part XV of the
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”)) which were notified to our
Company and the Stock Exchange under Divisions 7 and 8 of Part XV of the SFO (including interests which they were taken
or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be
entered in the register as referred to therein, or pursuant to the Model Code for Securities Transactions by Directors of
Listed Issuers (the “Model Code”) as set out in Appendix 10 to the Listing Rules required to be notified to our Company and
the Stock Exchange, were as follows:

Interests of Directors and Chief Executives in the shares and underlying shares of the Company
Approximate
percentage of
Number of Shares issued share
Name of Director Nature of interest and capacity (Note 1)
capital (Note 4)

WONG Man Fai Mansfield (Note 2) Interest in controlled corporation 1,829,455,360 (L) 57.67%
Beneficial owner 85,360,121 (L)(Note 3) 2.69%
TSANG Sze Wai Claudius Beneficial owner 18,000,000 (L) 0.57%
CHEUNG Yick Hung Jackie Beneficial owner 368,000 (L)(Note 5) 0.01%
CHUNG Koon Yan Beneficial owner 268,000 (L)(Note 6) 0.01%
WONG Chi Ying Anthony Beneficial owner 268,000 (L)(Note 7) 0.01%
TANG Warren Louis Beneficial owner 250,000 (L)(Note 8) 0.01%

Notes:

1. The letter “L” denotes the person’s long position in such shares respectively.

2. Abundance Development Limited is wholly-owned by Mr. WONG Man Fai Mansfield. Under the SFO, Mr. WONG Man Fai Mansfield is deemed to be
interested in all the shares of the Company owned by Abundance Development Limited.

3. These shares included 23,856,680 underlying shares under the share options granted to Mr. WONG Man Fai Mansfield by the Company on 20 March
2023 pursuant to the share option scheme, which was approved by the independent shareholders at an extraordinary general meeting held on 15 June
2023. For details, please refer to the Company's announcements dated 20 March 2023 and 15 June 2023, and the circular of the Company dated 23
May 2023.

4. The total number of issued shares of the Company as at 30 September 2023 was 3,172,016,232.
16 Unity Group Holdings International Limited | Interim Report 2023/2024

CORPORATE
GOVERNANCE

5. These shares represented 125,000 underlying shares under the options granted by the Company on 12 December 2022 pursuant to the Share Option
Scheme, and 243,000 shares beneficially owned by Mr. CHEUNG Yick Hung Jackie.

6. These shares represented 125,000 underlying shares under the options granted by the Company on 12 December 2022 pursuant to the Share Option
Scheme, and 143,000 shares beneficially owned by Mr. CHUNG Koon Yan.

7. These shares represented 250,000 underlying shares under the options granted by the Company on 12 December 2022 pursuant to the Share Option
Scheme, and 18,000 shares beneficially owned by Dr. WONG Chi Ying Anthony.

8. These shares represented 125,000 underlying shares under the options granted by the Company on 12 December 2022 pursuant to the Share Option
Scheme, and 125,000 shares beneficially owned by Mr. TANG Warren Louis.

Save as disclosed above, as at 30 September 2023, none of the Directors or chief executives of our Company had
any interest or short position in the shares, underlying shares or debentures of our Company or any of its associated
corporations (within the meaning of Part XV of the SFO) which would have to be notified to our Company and the Stock
Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they are taken
or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be
entered in the register referred to therein, or were required, pursuant to the Model Code, to be notified to the Company
and the Stock Exchange.

SUBSTANTIAL SHAREHOLDERS’ AND OTHER PERSON’S INTERESTS IN SHARES AND


UNDERLYING SHARES
So far as our Directors are aware, as at 30 September 2023, the persons/entities (other than the Directors or chief
executives of our Company) who had interests or short positions in the shares or underlying shares which would fall to
be disclosed to our Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in
the register of our Company required to be kept under section 336 of the SFO or who were directly or indirectly interested
in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general
meetings of any member of our Group were as follows:

Interests in the shares and underlying shares of the Company


Approximate
percentage of
Number of issued share
Name of substantial shareholder Nature of interest and capacity Shares (Note 1) capital (Note 6)

Abundance Development Limited (Note 2) Beneficial owner 1,819,375,360 (L) 57.36%


Mpplication Group Limited (Note 3) Beneficial owner 10,080,000 (L) 0.32%
CAI Linda Xin Xin (Note 4) Interest of spouse 1,914,815,481 (L) 60.37%
Asia JIT Capital Investment L.L.C. (Note 5) Beneficial owner 354,545,454 (L) 11.18%
Adel Abdulhameed Ibrahim Abdulla Interest of controlled corporation 354,545,454 (L) 11.18%
Alhosani (Note 5)
Ancient Wisdom Limited (Note 6) Person having a security interest in 1,240,547,360 (L) 39.11%
shares
WU Shang Tun Mason (Note 6) Interest of controlled corporation 1,240,547,360 (L) 39.11%
Unity Group Holdings International Limited | Interim Report 2023/2024 17

CORPORATE
GOVERNANCE

Notes:
SHARE OPTION SCHEME
1. The letter “L” denotes the person’s/entity’s long position in such
The Company has adopted the Share Option Scheme
shares respectively.
on 5 March 2015 (which was amended on 26 October
2. Abundance Development Limited is wholly-owned by Mr. WONG 2016) (“Share Option Scheme”). Under the Share Option
Man Fai Mansfield.
Scheme, the Board may in its absolute discretion grant
3. Mpplication Group Limited is wholly-owned by Mr. WONG Man Fai options to directors or employees (whether full-time
Mansfield. or part-time) of our Company and its subsidiaries and
4. Ms. CAI Linda Xin Xin is the spouse of Mr. WONG Man Fai Mansfield. associated companies (the “Qualified Participants”) to
Under the SFO, Mr. WONG Man Fai Mansfield is deemed to be subscribe for its shares. The purpose of the Share Option
interested in all the shares of the Company owned by Abundance
Scheme is to enable the Company to provide an incentive
Development Limited, and Ms. CAI Linda Xin Xin is deemed to be
interested in all the shares of the Company in which Mr. WONG Man for the Qualified Participants to work with commitment
Fai Mansfield is interested. towards enhancing the value of our Company and its
5. Pursuant to the Convertible Bond Subscription Agreement dated
shares for the benefit of the shareholders, and to maintain
9 June 2023 entered into between the Company and Asia JIT Capital or attract business relationships with the Qualified
Investment L.L.C. as subscriber, the Company issued convertible Participants whose contributions are or may be beneficial
bonds in an aggregate principal amount of US$15,000,000 with
8% interest per annum maturing on the second anniversary from to the growth of our Group. Details of which are set out
the date of issuance on the convertible bonds. Asia JIT Capital in the paragraph headed “Share Option Scheme” in the
Investment L.L.C. was interested in 354,545,454 underlying shares
section headed “Management Discussion and Analysis” in
of the Company, which may be issued upon full conversion of the
convertible bond issued by the Company. Since 51% and 49% of Asia our 2022/2023 Annual Report.
JIT Capital Investment L.L.C. were controlled by Mr. Abdulhameed
Ibrahim Abdulla Alhosani Adel and Mr. Kwok Wai Tak, they were
deemed to be interested in the Shares to which Asia JIT Capital
Investment L.L.C. was interested in under the SFO.

6. Ancient Wisdom Limited is wholly-owned by Mr. WU Shang Tun


Mason. Under the SFO, Mr. WU Shang Tun Mason is deemed to
be interested in all the shares of the Company owned by Ancient
Wisdom Limited.

7. The total number of issued shares of the Company as at


30 September 2023 was 3,172,016,232.

Save as disclosed above, as at 30 September 2023, the


Directors were not aware of any persons/entities who
had any interest or short position in the securities in the
Company that would fall to be disclosed to the Company
under the provisions of Divisions 2 and 3 of Part XV of the
SFO, or which would be recorded in the register of the
Company required to be kept under section 336 of the SFO.
18 Unity Group Holdings International Limited | Interim Report 2023/2024

CORPORATE
GOVERNANCE

The following tables discloses movements in the Company’s share options during the six months ended 30 September
2023:

Number of share options


Closing price
per share Performance Outstanding Lapsed/ Outstanding
Exercise immediately target or as at Granted Exercised forfeited Cancelled as at
price before the clawback 1 April during during during during 30 September
Grantees Date of grant Vesting period Exercise period per share date of grant mechanism 2023 the period the period the period the period 2023
(HK$) (HK$)

Directors
WONG Man Fai 20 March 2023 20 March 2023 to 20 March 2024 to 0.139 0.133 Nil 23,856,680 – – – – 23,856,680
Mansfield 19 March 2024 19 March 2026
CHUNG Koon Yan 2 April 2020 2 April 2020 to 2 January 2022 to 0.290 0.290 N/A 750 – – (750) – –
1 January 2022 1 April 2023
2 April 2020 to 2 April 2022 to 0.290 0.290 N/A 6,250 – – (6,250) – –
1 April 2022 1 April 2023
12 December 2022 – 12 December 2022 to 0.172 0.162 N/A 125,000 – (125,000) – – –
11 December 2024
12 December 2022 to 12 December 2023 to 0.172 0.162 N/A 125,000 – – – – 125,000
11 December 2023 11 December 2024
CHEUNG Yick Hung 2 April 2020 2 April 2020 to 2 January 2022 to 0.290 0.290 N/A 750 – – (750) – –
Jackie 1 January 2022 1 April 2023
2 April 2020 to 2 April 2022 to 0.290 0.290 N/A 6,250 – – (6,250) – –
1 April 2022 1 April 2023
12 December 2022 – 12 December 2022 to 0.172 0.162 N/A 125,000 – (125,000) – – –
11 December 2024
12 December 2022 to 12 December 2023 to 0.172 0.162 N/A 125,000 – – – – 125,000
11 December 2023 11 December 2024
WONG Chi Ying 2 April 2020 2 April 2020 to 2 January 2022 to 0.290 0.290 N/A 750 – – (750) – –
Anthony 1 January 2022 1 April 2023
2 April 2020 to 2 April 2022 to 0.290 0.290 N/A 6,250 – – (6,250) – –
1 April 2022 1 April 2023
12 December 2022 – 12 December 2022 to 0.172 0.162 N/A 125,000 – – – – 125,000
11 December 2024
12 December 2022 to 12 December 2023 to 0.172 0.162 N/A 125,000 – – – – 125,000
11 December 2023 11 December 2024
TANG Warren Louis 12 December 2022 – 12 December 2022 to 0.172 0.162 N/A 125,000 – (125,000) – – –
11 December 2024
12 December 2022 to 12 December 2023 to 0.172 0.162 N/A 125,000 – – – – 125,000
11 December 2023 11 December 2024

Employees
Employees in 2 April 2020 2 April 2020 to 2 January 2022 to 0.290 0.290 N/A 5,500 – – (5,500) – –
aggregate 1 January 2022 1 April 2023
2 April 2020 to 2 April 2022 to 0.290 0.290 N/A 862,500 – – (862,500) – –
1 April 2022 1 April 2023
12 December 2022 – 12 December 2022 to 0.172 0.162 N/A 80,318,000 – (55,912,000) – – 24,406,000
11 December 2024
12 December 2022 to 12 December 2023 to 0.172 0.162 N/A 8,750,000 – – – – 8,750,000
11 December 2023 11 December 2024
20 March 2023 20 March 2023 to 20 March 2024 to 0.139 0.133 Nil 4,500,000 – – – – 4,500,000
19 March 2024 19 March 2026

119,313,680 – (56,287,000) (889,000) – 62,137,680


(Note 2)
Unity Group Holdings International Limited | Interim Report 2023/2024 19

CORPORATE
GOVERNANCE

Notes:
PURCHASE, SALE AND REDEMPTION OF
1. For the grant of share options on 20 March 2023, 28,356,680 THE COMPANY’S LISTED SECURITIES
share options granted will vest in one year from the date of grant
and are exercisable in three years from the date of grant. Out of Neither the Company, nor any of its subsidiaries
the 28,356,680 share options granted, the grant of 23,856,680 purchased, sold or redeemed any of the Company’s listed
share options to Mr. Mansfield WONG (an executive Director, chief
executive officer and substantial shareholder of the Company), was
securities during the six months ended 30 September
approved by the shareholders at an extraordinary general meeting 2023.
held on 15 June 2023.

2. The weighted average closing price of shares immediately before the DIRECTORS’ INTERESTS IN COMPETING
dates on which the options were exercised was HK$0.371. BUSINESS
As of 30 September 2023, none of the Directors, the
As at 1 April 2023 and 30 September 2023, the total
substantial shareholders or their respective close
number of share options available for grant under the
associates (as defined under the Listing Rules) of the
Share Option Scheme were 120,142,120 shares.
Company had held any position or had any interest in any
businesses or companies that were or might be materially,
As at the date of this Interim Report, the total number
either directly or indirectly, competing with the business of
of share options available for issue under the Share
the Group, or gave rise to any concern regarding conflict of
Option Scheme was 182,154,800 shares, representing
interests during the six months ended 30 September 2023.
approximately 5.44% of the total issued shares of the
Company as at the date of this Interim Report (i.e.
3,349,413,959 shares).

Given that no share option had been granted under


the Share Option Scheme during the six months ended
30 September 2023, it is not applicable for the Company
to disclose the number of shares that may be issued in
respect of all the share options granted under the Share
Option Scheme during the six months ended 30 September
2023 divided by the weighted average number of ordinary
shares in issue of the Company for the six months ended
30 September 2023.
20 Unity Group Holdings International Limited | Interim Report 2023/2024

CORPORATE
GOVERNANCE

CORPORATE GOVERNANCE Code provision C.2.1

The Board is committed to achieving and maintaining high The roles of Chairman of the Board and Chief Executive
standards of corporate governance. The Board believes Officer of the Company have been performed Mr. WONG
that good corporate governance standards are essential Man Fai Mansfield. Although under code provision C.2.1
in providing a framework for the Group to safeguard the of the Corporate Governance Code, the roles of chairman
interests of shareholders of the Company and to enhance and chief executive should be separate and should not
corporate value, transparency and accountability, and to be performed by the same individual, the combination of
formulate its business strategies and policies. the roles of chairman and chief executive officer by Mr.
WONG was considered to be in the best interests of the
The Company has applied the principles as set out Company and its shareholders as a whole. Mr. WONG
in the Corporate Governance Code (the “Corporate has been leading the Group as the Chief Executive Officer
Governance Code”) contained in Appendix 14 to the Listing and one of our subsidiaries since 2009, thus, the Board
Rules, together with compliance with the relevant code believes that the combined roles of Mr. WONG promotes
provisions. better leadership for both the Board and management and
enables more focused development of business strategies
The Board is of the view that, throughout the six months and implementation of objectives and policies. The
ended 30 September 2023, the Company has complied, balance between power and authority is maintained by the
to the extent applicable and permissible, with the code openness and cooperative spirit of the senior management
provisions set out in the Corporate Governance Code, and the Board, which comprise experienced and high-
except for the deviation from code provisions C.2.1 and calibre individuals. The Board currently comprises
F.2.2 as explained below. four independent non-executive Directors and has a
fairly strong independence element in its composition.
The structure is supported by the Company’s well
established corporate governance structure and internal
control system. Therefore, the Board considers that the
deviation from code provision C.2.1 is appropriate in the
circumstances. The Board will review the management
structure regularly and consider separating the roles of
chairman and chief executive, if and when appropriate.
Unity Group Holdings International Limited | Interim Report 2023/2024 21

CORPORATE
GOVERNANCE

Code provision F.2.2 AUDIT COMMITTEE AND REVIEW OF


Code provision F.2.2 of the Corporate Governance Code INTERIM FINANCIAL STATEMENTS
stipulates that the chairman of the board should attend The audit committee of the Board (the “Audit Committee”)
the annual general meeting. Due to other business was established with its defined written terms of reference
engagements, Mr. WONG Man Fai Mansfield, the Chairman in compliance with Rules 3.21 to 3.23 of the Listing Rules
of the Board, was unable to attend the annual general and code provision D.3.3 of the Corporate Governance
meeting of the Company held on 28 September 2023. Code. As at the date of this report, the Audit Committee
Dr. Wong Chi Ying Anthony, an independent non-executive comprises three independent non-executive Directors,
Director of the Company, took the chair of the annual namely Mr. CHUNG Koon Yan (Chairman of the Audit
general meeting pursuant to the articles of association Committee), Mr. CHEUNG Yick Hung Jackie and Dr. WONG
of the Company. The Board will continue to monitor and Chi Ying Anthony, with Mr. CHUNG Koon Yan possessing
review the Company’s corporate governance practices the appropriate professional qualifications and accounting
and procedures and make necessary changes when it and related financial management expertise.
considers appropriate.
The unaudited condensed consolidated financial
COMPLIANCE WITH THE MODEL CODE information of the Group for the six months ended 30
AND SECURITIES DEALING CODE September 2023 contained in this report had not been
The Company has adopted its own code of conduct for audited by the Company’s auditor, but were reviewed
dealing in securities of the Company by the Directors and by the Audit Committee, which was of the opinion that
the relevant employees of the Group who are likely to be the preparation of such interim financial information
in possession of unpublished inside information of the complied with the applicable accounting standards
Company (the “Securities Dealing Code”) on terms no and requirements and the Listing Rules, and adequate
less exacting than the standard as set out in the Model disclosures had been made.
Code as set out in Appendix 10 to the Listing Rules. Having
made specific enquiries with all Directors and relevant COMPLIANCE DISCLOSURES AND OTHER
employees of the Group, all Directors and relevant MATTERS
employees have confirmed that they have complied with The Listing Rules require certain corporate governance
the Securities Dealing Code and therefore, complied disclosures to be made. This section details certain
with the Model Code throughout the six months ended disclosures that have not been covered above.
30 September 2023 and up to the date of this report.
DISCLOSURE OF DIRECTORS'
INFORMATION PURSUANT TO RULE
13.51B(1) OF THE LISTING RULES
Changes in Other Major Appointments
Mr. TANG Warren Louis, our independent non-executive
Director, has been appointed as the legal consultant of the
Yan Chai Hospital Board since March 2022.
22 Unity Group Holdings International Limited | Interim Report 2023/2024

UNAUDITEDCONDENSEDCONSOLIDATED
STATEMENTOFCOMPREHENSIVEINCOME
For the six months ended 30 September 2023

INTERIM RESULTS
The board (the “Board”) of directors (the “Directors”) of Unity Group Holdings International Limited (the “Company”) is
pleased to announce the unaudited condensed consolidated results of the Company and its subsidiaries (collectively, the
“Group”) for the six months ended 30 September 2023 together with the comparative figures for the corresponding period
in 2022 as follows:

Six months ended


30 September
2023 2022
Notes HK$’000 HK$’000
(Unaudited) (Unaudited)
Revenue 4(a) 40,197 5,582
Cost of sales (13,370) (3,137)
Gross profit 26,827 2,445
Other income and gains 4(b) 16,722 453
Administrative expenses (17,811) (18,511)
Selling and distribution costs (2,490) (3,035)
Finance costs 5 (1,764) (12,087)
Other expenses (1,621) (41,692)
Share of results of associates 360 775
Profit/(loss) before income tax 6 20,223 (71,652)
Income tax (expense)/credit 7 (2,428) 8,831
Profit/(loss) for the period 17,795 (62,821)
Other comprehensive income for the period
Items that may be reclassified subsequently to profit or loss:
– Exchange difference arising on translation of financial statements of
foreign operations (596) (776)
– Share of other comprehensive income of associates 63 (48)
Other comprehensive income for the period,
net of tax (533) (824)
Total comprehensive income for the period 17,262 (63,645)
Unity Group Holdings International Limited | Interim Report 2023/2024 23

UNAUDITEDCONDENSEDCONSOLIDATED
STATEMENTOFCOMPREHENSIVEINCOME For the six months ended 30 September 2023

Six months ended


30 September
2023 2022
Notes HK$’000 HK$’000
(Unaudited) (Unaudited)
Profit/(loss) for the period attributable to:
Owners of the Company 17,710 (62,240)
Non-controlling interests 85 (581)
17,795 (62,821)

Total comprehensive income for the period attributable to:


Owners of the Company 17,035 (63,448)
Non-controlling interests 227 (197)
17,262 (63,645)

Profit/(loss) per share attributable to owners of the Company


Basic (HK cents) 9(a) 0.6 (2.6)
Diluted (HK cents) 9(b) 0.6 (2.6)
24 Unity Group Holdings International Limited | Interim Report 2023/2024

UNAUDITEDCONDENSEDCONSOLIDATED
STATEMENT OF FINANCIAL POSITION
As at 30 September 2023

As at As at
30 September 31 March
2023 2023
Notes HK$’000 HK$’000
(Unaudited) (Audited)
ASSETS AND LIABILITIES
Non-current assets
Property, plant and equipment 10 2,442 4,115
Interests in associates 67,716 67,293
Equity investment at fair value through profit or loss ("FVTPL") 24,289 25,878
Trade receivables 11 9,080 9,719
Finance lease receivables 22,907 12,889
Deposits and other receivables 123 641
Deferred tax assets 49,031 51,458
175,588 171,993
Current assets
Inventories 3,123 1,671
Trade receivables 11 185,829 155,392
Finance lease receivables 1,849 2,628
Deposits, prepayments and other receivables 21,987 11,881
Due from an associate 7,174 12,005
Pledged bank deposits 1,050 –
Cash and cash equivalents 82,654 18,068
303,666 201,645
Current liabilities
Trade payables 12 13,374 8,698
Contract liabilities 312 312
Accruals, other payables and deposits received 13 38,137 42,936
Borrowings 14 18,673 9,000
Lease liabilities 1,460 2,650
Due to a related company 168 352
Due to a director 1,618 2,986
Amount due to the scheme creditors 15 59,604 133,779
Financial liabilities at FVTPL – 3,558
133,346 204,271
Net current assets/(liabilities) 170,320 (2,626)
Total assets less current liabilities 345,908 169,367
Unity Group Holdings International Limited | Interim Report 2023/2024 25

UNAUDITEDCONDENSEDCONSOLIDATED
STATEMENT OF FINANCIAL POSITION As at 30 September 2023

As at As at
30 September 31 March
2023 2023
Notes HK$’000 HK$’000
(Unaudited) (Audited)
Non-current liabilities
Deposits received 1,009 1,713
Lease liabilities 222 674
Amount due to the scheme creditors 15 10,999 40,328
Convertible bonds 16 75,813 –
88,043 42,715
Net assets 257,865 126,652

EQUITY
Share capital 17 31,720 23,857
Reserves 236,984 113,861
Equity attributable to owners of the Company 268,704 137,718
Non-controlling interests (10,839) (11,066)
Total equity 257,865 126,652
26 Unity Group Holdings International Limited | Interim Report 2023/2024

UNAUDITEDCONDENSEDCONSOLIDATED
STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 September 2023

Share Foreign Convertible Non-


Share Share option Capital Merger exchange bond Accumulated controlling
capital premium* reserve* reserves* reserve* reserves* reserves* losses* Subtotal interests Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
At 1 April 2023 (Audited) 23,857 565,198 5,446 7,388 12,183 201 – (476,555) 137,718 (11,066) 126,652
Equity option under scheme
arrangement 7,300 97,098 – – – – – – 104,398 – 104,398
Exercise of share option 563 9,118 (3,514) – – – – – 6,167 – 6,167
Equity-settled share option
arrangements – – 1,199 – – – – – 1,199 - 1,199
Release of share option reserve upon
the forfeit or lapse of share options – – (100) – – – – 100 – – –
Issuance of convertible bond – equity
component – – – – – – 2,187 – 2,187 – 2,187
Profit for the period – – – – – – – 17,710 17,710 85 17,795
Other comprehensive income:
Exchange difference arising on
translation of financial statements
of foreign operations – – – – – (738) – – (738) 142 (596)
Share of other comprehensive
income of associates – – – – – 63 – – 63 – 63
Total comprehensive income
for the period – – – – – (675) – 17,710 17,035 227 17,262
At 30 September 2023 (Unaudited) 31,720 671,414 3,031 7,388 12,183 (474) 2,187 (458,745) 268,704 (10,839) 257,865

At 1 April 2022 (Audited) 23,857 565,198 99 7,388 12,183 706 2,187 (451,471) 157,960 (12,319) 145,641
Loss for the period – – – – – – – (62,240) (62,240) (581) (62,821)
Other comprehensive income:
Exchange difference arising on
translation of financial statements
of foreign operations – – – – – (1,160) – – (1,160) 384 (776)
Share of other comprehensive
income of associates – – – – – (48) – – (48) – (48)
Total comprehensive income
for the period – – – – – (1,208) – (62,240) (63,448) (197) (63,645)
At 30 September 2022 (Unaudited) 23,857 565,198 99 7,388 12,183 (502) – (513,711) 94,512 (12,516) 81,996

* These reserve accounts comprise the consolidated reserves of HK$236,984,000 in the condensed consolidated statement of financial position as at 30
September 2023 (31 March 2023: HK$113,861,000).
Unity Group Holdings International Limited | Interim Report 2023/2024 27

UNAUDITEDCONDENSEDCONSOLIDATED
STATEMENT OF CASH FLOWS For the six months ended 30 September 2023

Six months ended


30 September
2023 2022
HK$’000 HK$’000
(Unaudited) (Unaudited)
Cash flows from operating activities
Profit/(loss) before income tax 20,223 (71,652)
Adjustments for:
Interest income (372) (309)
Interest expense 1,764 12,087
Bad debts written off – 56
Depreciation of property, plant and equipment 1,326 1,409
Equity-settled share option expense 1,199 –
Fair value loss on equity investment at fair value through profit or loss 1,589 –
Gain on early termination of lease (13) (2)
Reversal of interest payables (1,037) –
(Reversal of)/provision for impairment loss of financial assets (15,284) 41,636
Share of results of associates (360) (775)
Provision for/(reversal of) warranty provision, net 66 (5)
Operating profit before working capital changes 11,175 (17,555)
(Increase)/decrease in inventories (1,452) 148
(Increase)/decrease in trade receivables (14,997) 8,748
(Increase)/decrease in finance lease receivables (8,758) 5,809
Increase in deposits, prepayments and other receivables (9,388) (2,301)
Increase/(decrease) in trade payables 4,676 (1,882)
Decrease in amount due to a related company (184) (96)
Decrease in contract liabilities – (118)
(Decrease)/increase in accruals, other payables and deposits received (6,608) 3,825
Cash used in operations (25,536) (3,422)
Income tax paid – (956)
Net cash used in operating activities (25,536) (4,378)
28 Unity Group Holdings International Limited | Interim Report 2023/2024

UNAUDITEDCONDENSEDCONSOLIDATED
STATEMENT OF CASH FLOWS
For the six months ended 30 September 2023

Six months ended


30 September
2023 2022
HK$’000 HK$’000
(Unaudited) (Unaudited)
Cash flows from investing activities
Purchases of property, plant and equipment (39) (422)
Repayments from associates 4,831 5,320
Interest received 173 55
Net cash generated from investing activities 4,965 4,953
Cash flows from financing activities
Proceed from share option arrangement 6,167 –
Interest paid on other payables – (1,750)
Interest paid on borrowings (624) (364)
Interest element on lease payments (47) (15)
Capital element of lease payments (1,299) (1,270)
Proceed from borrowings 10,434 –
Repayment of borrowings (760) (4,163)
Net proceed from issuance of convertible bonds 78,000 –
Repayment to financial liabilities at fair value through profit or loss (3,424) –
Advances from a director 4,962 –
Repayments of advances from a director (6,331) –
Net cash generated from/(used in) financing activities 87,078 (7,562)
Net increase/(decrease) in cash and cash equivalents 66,507 (6,987)
Cash and cash equivalents at beginning of the period 18,068 26,311
Effect of foreign exchange rate changes (871) (502)
Cash and cash equivalents at end of the period 83,704 18,822
Unity Group Holdings International Limited | Interim Report 2023/2024 29

NOTES TO THE UNAUDITED CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Unity Group Holdings International Limited (the “Company”) was incorporated as an exempted company with limited
liability in the Cayman Islands on 14 December 2011. The address of the Company’s registered office is Cricket
Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The principal place of business of
the Company is 15th Floor, Chinachem Century Tower, 178 Gloucester Road, Wan Chai, Hong Kong.

The principal activity of the Company is investment holding. The Company and its subsidiaries are collectively
referred to as the “Group” hereafter. The Group is principally engaged in the provision of leasing services of energy
saving systems and products, consultancy service, installation services of renewable energy systems and trading of
energy saving products.

2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES


(a) Basis of compliance
The unaudited condensed consolidated financial statements have been prepared in accordance with Hong
Kong Accounting Standard (“HKAS”) 34 issued by the Hong Kong Institute of Certified Public Accountants and
the disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong
Kong Limited.

The accounting policies and methods of computation used in the preparation of the unaudited condensed
consolidated financial statements are consistent with those used in the annual financial statements for the year
ended 31 March 2023 except that the Group has adopted the newly issued and revised Hong Kong Financial
Reporting Standards (“HKFRSs”), which are effective for the annual period beginning on 1 April 2023, as
disclosed in the annual financial statements for the year ended 31 March 2023. The adoption of these new and
revised HKFRSs does not have a significant impact on the Group’s results and financial position.

These unaudited condensed consolidated financial statements should be read in conjunction with the annual
report for the year ended 31 March 2023.
30 Unity Group Holdings International Limited | Interim Report 2023/2024

NOTES TO THE UNAUDITED CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
(b) Adoption of New and Revised Hong Kong Financial Reporting Standards
The following new/revised HKFRSs, potentially relevant to the Group’s unaudited condensed consolidated
financial statements, have been issued, but are not yet effective and have not been early adopted by the Group.
The Group’s current intention is to apply these changes on the date they become effective.

Amendments to HKAS 1 and HKFRS Disclosure of Accounting Policies


Practice Statement 2
Amendments to HKAS 8 Definition of Accounting Estimates
Amendments to HKAS 12 Deferred tax Related to Assets and Liabilities arising
from a Single Transaction

(c) Basis of measurement


These unaudited condensed consolidated financial statements have been prepared under the historical cost
basis except for certain financial instruments which are measured at fair values.

(d) Functional and presentation currency


These unaudited condensed consolidated financial statements are presented in Hong Kong Dollars (“HK$”) and
all values are rounded to the nearest thousand except when otherwise indicated.
Unity Group Holdings International Limited | Interim Report 2023/2024 31

NOTES TO THE UNAUDITED CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
3. SEGMENT INFORMATION
For the purpose of resources allocation and performance assessment, financial information relating to these
operations is reported internally and is regularly reviewed by the executive director, being the chief operating
decision maker, based on the following segments:

(1) Provision of leasing service of energy saving systems and products;

(2) Trading of energy saving products;

(3) Provision of consultancy service (“Consultancy service”); and

(4) Provision of installation services of renewable energy systems (“Renewable energy service”)

Segment revenue below represents revenue from external customers. There were no inter-segment sales during
the period.

Leasing
services Trading
of energy of energy Renewable
saving saving Consultancy energy
systems products service service Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Six months ended 30 September 2023 (Unaudited)
Revenue from external customers 15,186 16,909 8,102 – 40,197

Reportable segment profit 5,095 19,054 7,621 19 31,789

Depreciation 500 – – – 500

Six months ended 30 September 2022 (Unaudited)


Revenue from external customers 3,310 2,272 – – 5,582

Reportable segment loss (4,932) (28,870) (13,559) – (47,361)

Depreciation 1,173 – – – 1,173


32 Unity Group Holdings International Limited | Interim Report 2023/2024

NOTES TO THE UNAUDITED CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
3. SEGMENT INFORMATION (Continued)
Leasing
services Trading
of energy of energy Renewable
saving saving Consultancy energy
systems products service service Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
As at 30 September 2023 (Unaudited)
Reportable segment assets 85,002 142,548 46,187 206 273,943

Reportable segment liabilities 15,711 12,271 16 85 28,083

As at 31 March 2023 (Audited)


Reportable segment assets 38,170 159,597 38,068 322 236,157

Reportable segment liabilities 14,744 9,503 16 237 24,500

The total presented for the Group’s operating segments reconcile to the Group’s key financial figures as presented as
follows:

Six months ended


30 September
2023 2022
HK$’000 HK$’000
(Unaudited) (Unaudited)
Reportable segment profit/(loss) 31,789 (47,361)
Unallocated corporate income (Note) 1,423 406
Unallocated corporate expenses (Note) (11,585) (13,385)
Finance costs (1,764) (12,087)
Share of results of associates 360 775
Profit/(loss) before income tax 20,223 (71,652)

Note: Unallocated corporate income mainly includes net foreign exchange gain. Unallocated corporate expenses mainly include depreciation of right-
of-use assets, legal and professional fees, salaries and other staff costs.
Unity Group Holdings International Limited | Interim Report 2023/2024 33

NOTES TO THE UNAUDITED CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
3. SEGMENT INFORMATION (Continued)
As at As at
30 September 31 March
2023 2023
HK$’000 HK$’000
(Unaudited) (Audited)
Reportable segment assets 273,943 236,157
Interest in associates 67,716 67,293
Equity investment at FVTPL 24,289 25,878
Pledged bank deposits 1,050 –
Cash and cash equivalents 82,654 18,068
Due from an associate 7,174 12,005
Deferred tax assets 169 169
Other corporate assets 22,259 14,068
Group assets 479,254 373,638
Reportable segment liabilities 28,083 24,500
Borrowings 18,673 9,000
Lease liabilities 1,574 3,098
Convertible bonds 75,813 –
Financial liabilities at FVTPL – 3,558
Due to a related company 168 352
Due to a director 1,618 2,986
Amounts due to the scheme creditors 70,603 174,107
Other corporate liabilities (note) 24,857 29,385
Group liabilities 221,389 246,986

Note: Other corporate liabilities mainly include accruals and other payables for legal and professional fees, salaries and other operating expenses.
34 Unity Group Holdings International Limited | Interim Report 2023/2024

NOTES TO THE UNAUDITED CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
3. SEGMENT INFORMATION (Continued)
The Group’s revenue from external customers are divided into the following geographical areas:

Revenue from
external customers
Six months ended
30 September
2023 2022
HK$’000 HK$’000
(Unaudited) (Unaudited)
Hong Kong (domiciled) 35 1,274
Australia 7,867 –
Indonesia 340 961
Japan 8,726 –
Malaysia 15,102 3,043
Others 8,127 304
40,197 5,582

The Group’s non-current assets are mainly located in Hong Kong and Malaysia, which are divided into the following
geographical areas (other than financial assets and deferred tax assets):

Specified non-current assets


As at As at
30 September 31 March
2023 2023
HK$’000 HK$’000
(Unaudited) (Audited)
Hong Kong (domiciled) 68,567 68,876
Malaysia 1,451 2,251
Others 140 281
70,158 71,408

The geographical location of revenue allocated is based on the location at which the goods were delivered and
services were provided. The geographical location of non-current assets is based on the physical location of the
assets. The Company is an investment holding company where the Group has majority of its operation and workforce
in Hong Kong, and therefore, Hong Kong is considered as the Group’s place of domicile for the purpose of the
disclosures as required by HKFRS 8 “Operating Segments”.
Unity Group Holdings International Limited | Interim Report 2023/2024 35

NOTES TO THE UNAUDITED CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
3. SEGMENT INFORMATION (Continued)
The Group’s customer base is diversified and includes only the following customers with whom transactions have
exceeded 10% of the Group’s revenues. Revenue derived from these customers are as follows:

Six months ended


30 September
2023 2022
HK$’000 HK$’000
(Unaudited) (Unaudited)
Customer A # 8,726 N/A
Customer B ## 8,102 N/A
Customer C # N/A 1,077
Customer D # 7,867 N/A
Customer E ### N/A 961
Customer F # N/A 668
Customer G #### N/A 644
Customer H #### N/A 767

#
Attributable to segment of trading of energy saving products

##
Attributable to segment of Consultancy service

###
Attributable to segments of leasing service of energy saving systems and trading of energy saving products

####
Attributable to segments of leasing service of energy saving systems

N/A Transactions did not exceed 10% of the Group’s revenue


36 Unity Group Holdings International Limited | Interim Report 2023/2024

NOTES TO THE UNAUDITED CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
4. REVENUE AND OTHER INCOME AND GAINS
(a) Revenue represents the income from trading of energy saving products, provision of leasing service,
consultancy service and renewable energy service. An analysis of revenue is as follows:

Six months ended


30 September
2023 2022
HK$’000 HK$’000
(Unaudited) (Unaudited)
Revenue from contracts with customer within the scope of HKFRS 15
Trading of energy saving products 16,909 2,272
Consultancy service income 8,102 –
Renewable energy service income – –
25,011 2,272

Revenue from other sources


Leasing service income 15,186 3,310
40,197 5,582
Timing of revenue recognition
At a point in time 25,011 2,272

(b) An analysis of the Group’s other income and gains is as follows:


Six months ended
30 September
2023 2022
HK$’000 HK$’000
(Unaudited) (Unaudited)
Interest income
– From bank deposits 173 110
– From other receivables 199 199
372 309
Government grants – 49
Reversal of impairment losses on financial assets 15,284 –
Others 1,066 95
16,722 453
Unity Group Holdings International Limited | Interim Report 2023/2024 37

NOTES TO THE UNAUDITED CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
5. FINANCE COSTS
Six months ended
30 September
2023 2022
HK$’000 HK$’000
(Unaudited) (Unaudited)
Interest on financial liabilities carried at amortised cost
– Interest on other payables 1 7,116
– Interest on borrowings 624 3,983
– Interest on notes payable – 691
– Interest on lease liabilities 47 82
– Interest on amounts due to the scheme creditors 894 –
1,566 11,872
Interest on financial liabilities at FVTPL 198 215
1,764 12,087

6. LOSS BEFORE INCOME TAX


Loss before income tax is arrived at after charging/(crediting):

Six months ended


30 September
2023 2022
HK$’000 HK$’000
(Unaudited) (Unaudited)
Cost of inventories recognised as expenses
– Cost of inventories sold 10,701 1,775

Depreciation of property, plant and equipment


– Owned 265 329
– Right-of-use assets 1,061 1,080
1,326 1,409
Employee benefit expenses
– Salaries and welfare 8,407 7,384
– Equity-settled share option expense 1,199 –
– Defined contributions 567 468
10,173 7,852
Provision for/(reversal of) warranty provision, net 66 (5)
(Reversal of)/provision for impairment loss of financial assets* (15,284) 41,636
Bad debts written off – 56
Net foreign exchange loss 1,981 4,364

* These items have been included in other income and gains and other expenses in the condensed consolidated statement of comprehensive
income for the six months ended 30 September 2023 and 30 September 2022 respectively.
38 Unity Group Holdings International Limited | Interim Report 2023/2024

NOTES TO THE UNAUDITED CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
7. INCOME TAX EXPENSE/(CREDIT)
Income tax expense/(credit) in the unaudited condensed consolidated statement of comprehensive income
represents:

Six months ended


30 September
2023 2022
HK$’000 HK$’000
(Unaudited) (Unaudited)
Current tax
– Over-provision in respect of prior years – (1,592)
Deferred tax
– Current period 2,428 (7,239)
Income tax expense/(credit) 2,428 (8,831)

Hong Kong profits tax is calculated at the rate of 16.5% (six months ended 30 September 2022: 16.5%) on the
estimated assessable profits arising in Hong Kong, except for the first HK$2,000,000 of qualified entity’s assessable
profit being calculated at 8.25%, which is in accordance with the new two-tiered profits tax rates regime with effect
from the year of assessment 2018/19.

Provision for the enterprise income tax in the People’s Republic of China (the “PRC”) is calculated based on a
statutory tax rate of 25% (six months ended 30 September 2022: 25%) of the estimated assessable profits as
determined in accordance with the relevant income tax law in the PRC.

A subsidiary in Malaysia has elected to pay a lump sum income taxation charge of Malaysian Ringgit (“RM”) 20,000
per annum. Another subsidiary in Malaysia’s corporate income tax is calculated at the applicable rate in Malaysia.

8. DIVIDENDS
No dividend has been paid or declared by the Company for the six months ended 30 September 2023 (for the six
months ended 30 September 2022: Nil).
Unity Group Holdings International Limited | Interim Report 2023/2024 39

NOTES TO THE UNAUDITED CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
9. EARNINGS/(LOSS) PER SHARE
(a) Basic earnings/(loss) per share
Six months ended
30 September
2023 2022
HK$’000 HK$’000
(Unaudited) (Unaudited)
Profit/(loss) for the period attributable to owners of the Company
for the purpose of calculating basic earnings/(loss) per share 17,710 (62,240)

Six months ended


30 September
2023 2022
’000 ’000
(Unaudited) (Unaudited)
Number of shares
Weighted average number of shares for the purpose of calculating
basic earnings/(loss) per share 2,791,185 2,385,668

HK cent HK cents
Basic earnings/(loss) per share 0.6 (2.6)
40 Unity Group Holdings International Limited | Interim Report 2023/2024

NOTES TO THE UNAUDITED CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
9. EARNINGS/(LOSS) PER SHARE (Continued)
(b) Diluted earnings/(loss) per share
The calculation of the diluted earnings/(loss) per share attributable to the owners of the Company for the six
months ended 30 September 2023 and 2022.

Six months ended


30 September
2023 2022
HK$’000 HK$’000
(Unaudited) (Unaudited)
Profit/(loss) for the period attributable to owners of the Company 17,710 (62,240)

Six months ended


30 September
2023 2022
’000 ’000
(Unaudited) (Unaudited)
Number of shares
Weighted average number of shares in issue 2,791,185 2,385,668
Effect of dilutive potential shares on convertible bonds 1,292 –
Effect of dilutive potential shares on share options 38,558 –
Weighted average number of shares for diluted
earnings/(loss) per share 2,831,035 2,385,668

HK cent HK cents
Diluted earnings/(loss) per share 0.6 (2.6)

10. PROPERTY, PLANT AND EQUIPMENT


During the six months ended 30 September 2023, the Group acquired items of property, plant and equipment at cost
of approximately HK$39,000 (six months ended 30 September 2022: approximately HK$422,000).
Unity Group Holdings International Limited | Interim Report 2023/2024 41

NOTES TO THE UNAUDITED CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
11. TRADE RECEIVABLES
As at As at
30 September 31 March
2023 2023
HK$’000 HK$’000
(Unaudited) (Audited)
Trade receivables 493,812 479,019
Less: Provision for impairment loss (298,903) (313,908)
Trade receivables, net 194,909 165,111

Classified as:
Non-current assets 9,080 9,719
Current assets 185,829 155,392
194,909 165,111

The Group’s trading terms with its customers are mainly on credit. Generally, the credit period is ranging from cash
on delivery to 365 days, except for a customer who has been granted the settlement schedule of 84 months from the
Group.

Based on invoices date, ageing analysis of the Group’s trade receivables (net of provision for impairment loss) is as
follows:

As at As at
30 September 31 March
2023 2023
HK$’000 HK$’000
(Unaudited) (Audited)
0 to 30 days 27,782 20,595
31 to 90 days 3,371 10,078
91 to 180 days 5,908 6,493
181 to 365 days 30,510 12,122
Over 365 days 127,338 115,823
194,909 165,111
42 Unity Group Holdings International Limited | Interim Report 2023/2024

NOTES TO THE UNAUDITED CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
12. TRADE PAYABLES
As at As at
30 September 31 March
2023 2023
HK$’000 HK$’000
(Unaudited) (Audited)
Trade payables 13,374 8,698

Classified as:
Current liabilities 13,374 8,698

Based on goods receipts date, ageing analysis of the Group’s trade payables is as follows:

As at As at
30 September 31 March
2023 2023
HK$’000 HK$’000
(Unaudited) (Audited)
0 to 30 days 9,335 7,962
31 to 90 days 412 192
91 to 180 days 643 71
181 to 365 days 2,513 –
Over 365 days 471 473
13,374 8,698
Unity Group Holdings International Limited | Interim Report 2023/2024 43

NOTES TO THE UNAUDITED CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
13. ACCRUALS, OTHER PAYABLES AND DEPOSITS RECEIVED
As at As at
30 September 31 March
2023 2023
HK$’000 HK$’000
(Unaudited) (Audited)
Current liabilities:
Accruals 13,059 15,081
Other payables 21,822 24,661
Warranty provision 2,083 2,016
Deposits received 1,174 1,178
38,138 42,936

Non-current liabilities:
Deposits received 1,009 1,713

14. BORROWINGS
As at As at
30 September 31 March
2023 2023
HK$’000 HK$’000
(Unaudited) (Audited)
Unsecured and guaranteed bank borrowing
Amounts repayable on demand (a) 9,000 9,000

Secured and guaranteed other borrowings


Amounts repayable on demand (b) 9,673 –
Total borrowings 18,673 9,000

Notes:

(a) As at 30 September 2023, the bank borrowing of approximately HK$9,000,000 (31 March 2023: approximately HK$9,000,000) was under
personal guarantee from Mr. Mansfield Wong and the guarantee from the Government of Hong Kong.

(b) As at 30 September 2023, the other borrowings of approximately HK$9,673,000 (31 March 2023: Nil) are under corporate guarantees from
a subsidiary of the Group and personal guarantee from Mr. Mansfield Wong. The borrowings are also secured by pledged bank deposits of
approximately HK$1,050,000 and the finance lease and trade receivables (net of impairment) of approximately HK$14,200,000.
44 Unity Group Holdings International Limited | Interim Report 2023/2024

NOTES TO THE UNAUDITED CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
14. BORROWINGS (Continued)
Based on the schedule repayment dates set out in the bank loans and other loan agreements and without taking into
consideration of any repayment on demand clause, the borrowings are repayable as follows:

As at As at
30 September 31 March
2023 2023
HK$’000 HK$’000
(Unaudited) (Audited)
Within one year 2,728 214
After one year but within two years 2,966 873
After two years but within five years 11,101 3,815
After five years 1,878 4,098
18,673 9,000

15. AMOUNT DUE TO SCHEME CREDITORS

As at As at
30 September 31 March
2023 2023
HK$’000 HK$’000
(Unaudited) (Audited)
Non-current liabilities 10,999 40,328
Current liabilities 59,604 133,779
70,603 174,107

As at As at
30 September 31 March
2023 2023
HK$’000 HK$’000
(Unaudited) (Audited)
Within one year 59,605 133,779
After one year but within two years 10,998 29,330
After two years but within five years – 10,998
70,603 174,107
Unity Group Holdings International Limited | Interim Report 2023/2024 45

NOTES TO THE UNAUDITED CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
15. AMOUNT DUE TO SCHEME CREDITORS (Continued)
Note:

The Group initiated the debt restructuring scheme in the previous years. All necessary statutory, regulatory, and creditors’ approvals of the scheme
have been obtained during the year ended 31 March 2023. The Scheme became effective on 21 February 2023. All admitted claims owned by the
Company to those creditors would be discharged and released in full as against the Company on the effective date of the Scheme. The duration of the
Scheme shall be 30 months. Under the Scheme, there are two settlement options for scheme creditors to elect for the settlement preference.

Under cash option, the outstanding balances would be settled on the following basis:

(1) 5% of total outstanding principal on the effective date of the Scheme;

(2) 40% of total outstanding principal prior to the first anniversary of the effective date of the Scheme;

(3) 40% of total outstanding principal prior to the second anniversary of the effective date of the Scheme; and

(4) 15% of total outstanding principal at the end of the Scheme.

All outstanding interest would be discharged on the effective date of the Scheme and the outstanding balance would be charged at 2.5% per annum
commencing on the effective date of the Scheme.

Under equity option, the Company will allot, issue and register in the name of scheme creditors such number of new shares, credited as fully paid at a
premium of 25% of debts, to the average closing price of the Company as quoted on the Stock Exchange for the last five consecutive trading days prior
to the effective date of the Scheme.

All scheme creditors have to elect the settlement option before 22 March 2023, in which certain scheme creditors with the total admitted claims
balances of approximately HK$104,399,000 as at 31 March 2023 have elected the equity option. For the remaining balances of HK$69,708,000, those
balances would be settled by cash according to the abovementioned schedule.

The abovementioned settlement shares has been approved by independent shareholders in an extraordinary general meeting on 15 June 2023 for
allotment and issuance. On 28 June 2023, 730,061,232 shares were allotted and issued to the relevant scheme creditors.

Details are set out in the Company’s announcements dated 3 August 2022, 14 October 2022, 11 November 2022, 17 February 2023, 14 April 2023 and
15 June 2023.

16. CONVERTIBLE BONDS


Debt Equity
component component Total
HK$’000 HK$’000 HK$’000
As at 1 April 2023 – – –
Issuance of convertible bonds 75,813 2,187 78,000
As at 30 September 2023 (Unaudited) 75,813 2,187 78,000

On 29 September 2023, the Company issued convertible bonds in an aggregate principal amount of US$10,000,000
(the “Convertible Bonds”) in Hong Kong with a coupon rate of 8.0% per annum and a maturity of 24 months. Holders
of the Convertible Bonds shall have the rights to convert all or part of the principal amount of its Convertible Bonds
into shares of the Company at HK$0.33 per share. (Please refer to the Company’s announcements dated 9 June 2023
and 29 September 2023 for details).

The Convertible Bonds is also secured by trade receivables (net of impairment) of approximately HK$196.8 million
from a subsidiary of the Group.

Subsequent to the reporting date, Convertible Bonds with an aggregate principal amount of US$7,500,000
was converted into 177,272,727 newly issued shares of the Company by holders of the Convertible Bonds on
17 November 2023.
46 Unity Group Holdings International Limited | Interim Report 2023/2024

NOTES TO THE UNAUDITED CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
17. SHARE CAPITAL
Number of
shares Amount
’000 HK$’000
Issued and fully paid ordinary shares:
At 1 April 2022, 31 March 2023 (Audited) and 1 April 2023 2,385,668 23,857
Issue of shares under share option scheme 56,287 563
Issue of shares under scheme arrangement (note (a)) 730,061 7,300
At 30 September 2023 (Unaudited) 3,172,016 31,720

Note:

(a) On 15 June 2023, the Company has completed issuance of new shares of 730,061,000 at HK$0.143 each to the certain scheme creditors for
settlement of debts. The consideration has been fully satisfied by the corresponding amount of debts (Note 15). Upon the completion of the
settlement, approximately HK$7,300,000 and HK$97,098,000 were credited against share capital and share premium, respectively.

18. RELATED PARTY TRANSACTIONS


(a) The Group had the following material related party transactions during the period:
Six months ended
30 September
2023 2022
HK$’000 HK$’000
(Unaudited) (Unaudited)
Sales of goods to associates – 1,077

Computer software consultancy service fees paid to a related company 187 168

(b) Compensation of key management personnel


The remuneration of directors and other members of key management during the period was as follows:

Six months ended


30 September
2023 2022
HK$’000 HK$’000
(Unaudited) (Unaudited)
Short-term employee benefits 2,063 1,544
Equity-settled share option expense 1,642 –
3,705 1,544
Unity Group Holdings International Limited | Interim Report 2023/2024 47

NOTES TO THE UNAUDITED CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
19. FINANCIAL INSTRUMENTS
Fair value measurement
The fair values of the Group’s current portion of financial assets and liabilities measured at amortised cost are not
materially different from their carrying amounts because of the immediate or short term maturity. The fair values of
the non-current portion of financial assets and liabilities measured at amortised cost are not disclosed because the
values are not materially different from their carrying amounts.

The following table provides an analysis of financial instruments carried at fair value by level of the fair value
hierarchy:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).

30 September 2023 (Unaudited)


Level 1 Level 2 Level 3 Total
HK$’000 HK$’000 HK$’000 HK$’000
Equity investment at FVTPL
Unlisted equity investment – – 24,289 24,289

31 March 2023 (Audited)


Level 1 Level 2 Level 3 Total
HK$’000 HK$’000 HK$’000 HK$’000
Equity investment at FVTPL
Unlisted equity investment – – 25,878 25,878
Financial liabilities at FVTPL
Redeemable preference shares – – (3,558) (3,558)

There were no transfers between different levels during the period.


48 Unity Group Holdings International Limited | Interim Report 2023/2024

NOTES TO THE UNAUDITED CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS
19. FINANCIAL INSTRUMENTS (Continued)
Information about level 3 fair value measurements
The fair value of the unlisted equity investment is estimated using asset-based method under cost model.

Reconciliation for financial instruments carried at fair value based on significant unobservable inputs (Level 3) are as
follows:

As at As at
30 September 31 March
2023 2023
HK$’000 HK$’000
(Unaudited) (Audited)
At beginning of the period/year 25,878 29,140
Fair value adjustment (1,589) (3,262)
At end of the period/year 24,289 25,878

One of key significant unobservable inputs to determine the fair value of unlisted equity investment is the discount
on age and condition of receivables. The higher discount on these factors would result in the lower in the fair value
measurement of the fair value of unlisted equity investment, and vice versa.

The fair value of convertible bonds – debt component is determined using a discounted cash flow method.

One of key significant unobservable inputs to determine the fair value of redeemable preference shares is the
discount rate. A higher discount rate would result in a decrease in the fair value of convertible bonds – debt
component, and vice versa.
2023/24

Unity Group Holdings International Limited 知 行 集 團 控 股 國 際 有 限 公 司


Interim Report 中期報告
Unity Group Holdings International Limited
知行集團控股國際有限公司
(incorporated in the Cayman Islands with limited liability)
( 於開曼群島註冊成立的有限公司 )

Stock Code 股份代號 : 1539

Unity Group Holdings International Limited


知行集團控股國際有限公司

Interim Report 2023/24 中期報告

15th Floor
Chinachem Century Tower
178 Gloucester Road
Wan Chai
Hong Kong
香港灣仔告士打道178號
華懋世紀廣場15樓

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