Unity Group's 2023/2024 Interim Report
Unity Group's 2023/2024 Interim Report
Unity Group's 2023/2024 Interim Report
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
15 Corporate Governance
CORPORATE
INFORMATION
(As at 20 December 2023)
COMPANY SECRETARY
Mr. Wong Ho Kwan
Unity Group Holdings International Limited | Interim Report 2023/2024 3
CORPORATE
INFORMATION (As at 20 December 2023)
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
FINANCIAL
HIGHLIGHTS
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.
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
MANAGEMENT DISCUSSION
AND ANALYSIS
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:
Profit/(loss) for the period attributable to the owners of the Company 17,710 (62,240)
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$133.8 million).
10 Unity Group Holdings International Limited | Interim Report 2023/2024
MANAGEMENT DISCUSSION
AND ANALYSIS
30 September 31 March
2023 2023
HK$’million HK$’million
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
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.
MANAGEMENT DISCUSSION
AND ANALYSIS
MANAGEMENT DISCUSSION
AND ANALYSIS
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;
CORPORATE
GOVERNANCE
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.
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.
CORPORATE
GOVERNANCE
The following tables discloses movements in the Company’s share options during the six months ended 30 September
2023:
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
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).
CORPORATE
GOVERNANCE
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
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:
UNAUDITEDCONDENSEDCONSOLIDATED
STATEMENTOFCOMPREHENSIVEINCOME For the six months ended 30 September 2023
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
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$113,861,000).
Unity Group Holdings International Limited | Interim Report 2023/2024 27
UNAUDITEDCONDENSEDCONSOLIDATED
STATEMENT OF CASH FLOWS For the six months ended 30 September 2023
UNAUDITEDCONDENSEDCONSOLIDATED
STATEMENT OF CASH FLOWS
For the six months ended 30 September 2023
The principal activity of the Company is investment holding. The Company and its subsidiaries are collectively
referred to as the “Group” hereafter. The Group is principally engaged in the provision of leasing services of energy
saving systems and products, consultancy service, installation services of renewable energy systems and trading of
energy saving products.
The accounting policies and methods of computation used in the preparation of the unaudited condensed
consolidated financial statements are consistent with those used in the annual financial statements for the year
ended 31 March 2023 except that the Group has adopted the newly issued and revised Hong Kong Financial
Reporting Standards (“HKFRSs”), which are effective for the annual period beginning on 1 April 2023, as
disclosed in the annual financial statements for the year ended 31 March 2023. The adoption of these new and
revised HKFRSs does not have a significant impact on the Group’s results and financial position.
These unaudited condensed consolidated financial statements should be read in conjunction with the annual
report for the year ended 31 March 2023.
30 Unity Group Holdings International Limited | Interim Report 2023/2024
(4) Provision of installation services of renewable energy systems (“Renewable energy service”)
Segment revenue below represents revenue from external customers. There were no inter-segment sales during
the period.
Leasing
services Trading
of energy of energy Renewable
saving saving Consultancy energy
systems products service service Total
HK$’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
The total presented for the Group’s operating segments reconcile to the Group’s key financial figures as presented as
follows:
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
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
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):
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
#
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
* 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
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$2,000,000 of qualified entity’s assessable
profit being calculated at 8.25%, which is in accordance with the new two-tiered profits tax rates regime with effect
from the year of assessment 2018/19.
Provision for the enterprise income tax in the People’s Republic of China (the “PRC”) is calculated based on a
statutory tax rate of 25% (six months ended 30 September 2022: 25%) of the estimated assessable profits as
determined in accordance with the relevant income tax law in the PRC.
A subsidiary in Malaysia has elected to pay a lump sum income taxation charge of Malaysian Ringgit (“RM”) 20,000
per annum. Another subsidiary in Malaysia’s corporate income tax is calculated at the applicable rate in Malaysia.
8. DIVIDENDS
No dividend has been paid or declared by the Company for the six months ended 30 September 2023 (for the six
months ended 30 September 2022: Nil).
Unity Group Holdings International Limited | Interim Report 2023/2024 39
HK cent HK cents
Basic earnings/(loss) per share 0.6 (2.6)
40 Unity Group Holdings International Limited | Interim Report 2023/2024
HK cent HK cents
Diluted earnings/(loss) per share 0.6 (2.6)
Classified as:
Non-current assets 9,080 9,719
Current assets 185,829 155,392
194,909 165,111
The Group’s trading terms with its customers are mainly on credit. Generally, the credit period is ranging from cash
on delivery to 365 days, except for a customer who has been granted the settlement schedule of 84 months from the
Group.
Based on invoices date, ageing analysis of the Group’s trade receivables (net of provision for impairment loss) is as
follows:
As at As at
30 September 31 March
2023 2023
HK$’000 HK$’000
(Unaudited) (Audited)
0 to 30 days 27,782 20,595
31 to 90 days 3,371 10,078
91 to 180 days 5,908 6,493
181 to 365 days 30,510 12,122
Over 365 days 127,338 115,823
194,909 165,111
42 Unity Group Holdings International Limited | Interim Report 2023/2024
Classified as:
Current liabilities 13,374 8,698
Based on goods receipts date, ageing analysis of the Group’s trade payables is as follows:
As at As at
30 September 31 March
2023 2023
HK$’000 HK$’000
(Unaudited) (Audited)
0 to 30 days 9,335 7,962
31 to 90 days 412 192
91 to 180 days 643 71
181 to 365 days 2,513 –
Over 365 days 471 473
13,374 8,698
Unity Group Holdings International Limited | Interim Report 2023/2024 43
Non-current liabilities:
Deposits received 1,009 1,713
14. BORROWINGS
As at As at
30 September 31 March
2023 2023
HK$’000 HK$’000
(Unaudited) (Audited)
Unsecured and guaranteed bank borrowing
Amounts repayable on demand (a) 9,000 9,000
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$14,200,000.
44 Unity Group Holdings International Limited | Interim Report 2023/2024
As at As at
30 September 31 March
2023 2023
HK$’000 HK$’000
(Unaudited) (Audited)
Within one year 2,728 214
After one year but within two years 2,966 873
After two years but within five years 11,101 3,815
After five years 1,878 4,098
18,673 9,000
As at As at
30 September 31 March
2023 2023
HK$’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
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:
(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
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.
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
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$97,098,000 were credited against share capital and share premium, respectively.
Computer software consultancy service fees paid to a related company 187 168
The following table provides an analysis of financial instruments carried at fair value by level of the fair value
hierarchy:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Reconciliation for financial instruments carried at fair value based on significant unobservable inputs (Level 3) are as
follows:
As at As at
30 September 31 March
2023 2023
HK$’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
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