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CHINA RENAISSANCE HOLDINGS LIMITED
華 興 資 本 控 股 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1911)
UNAUDITED INTERIM RESULTS
FOR THE SIX MONTHS ENDED JUNE 30, 2020
HIGHLIGHTS
The board (the "Board") of directors (the "Directors") of China Renaissance Holdings Limited (the "Company" or "China Renaissance", together with its subsidiaries and consolidated affiliated entities, the "Group") is pleased to announce the unaudited consolidated results of the Group for the six months ended June 30, 2020 (the "Reporting Period"). These interim results are unaudited, but have been reviewed by the Company's audit committee (the "Audit
Committee").
These unaudited consolidated financial statements are presented in Renminbi ("RMB"), unless otherwise stated.
1
FINANCIAL HIGHLIGHTS
The following table summarizes our consolidated results of operations for the periods indicated. The summary consolidated financial data set forth below should be read together with, and is qualified in its entirety by reference to, the condensed consolidated financial statements in this announcement, including the related notes. Our financial information was prepared in accordance with International Financial Reporting Standards ("IFRS").
Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the six months ended | ||
June 30, | ||
2020 | 2019 | |
RMB'000 | RMB'000 | |
(restated) | ||
Total revenue | 539,637 | 626,996 |
Total revenue and net investment gains | 1,167,430 | 784,883 |
Total operating expenses | (699,554) | (598,527) |
Operating profit | 467,876 | 186,356 |
Profit before tax | 473,409 | 251,005 |
Income tax expenses | (44,438) | (48,383) |
Profit for the period | 428,971 | 202,622 |
Profit for the period attributable to owners | ||
of the Company | 407,357 | 176,766 |
Annualized return on average equity | 15.3% | 7.1% |
To supplement our financial information presented in accordance with IFRS, we also use adjusted net profit attributable to owners of the Company as an additional financial measure, which is not required by, or presented in accordance with, IFRS. We believe that this non-IFRS measure facilitates comparisons of operating performance from period to period and company to company by adjusting for potential impacts of non-recurring and certain non-cash items and our management considers this non-IFRS measure to be indicative of our operating performance. We believe that this measure provides useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as they help our management. Adjusted net profit attributable to owners of the Company does not have a standardised meaning prescribed by IFRS and may not be comparable to similarly titled measures presented by other companies. The use of this non-IFRS measure has limitations as an analytical tool, and the shareholders of the Company (the "Shareholders") should not consider it in isolation from, or as substitute for analysis of, or our results of operations as reported under IFRS.
2
For the six months ended | ||
June 30, | ||
2020 | 2019 | |
RMB'000 | RMB'000 | |
(restated) | ||
Profit for the period attributable to owners | ||
of the Company | 407,357 | 176,766 |
Add: | ||
Share-based payment expenses | 35,516 | 35,323 |
Subtotal before adjustments relating to carried interest | 442,873 | 212,089 |
Add: | ||
Unrealized net carried interest (1) | 184,093 | 46,208 |
Non-IFRS Measure: Adjusted net profit attributable to owners | ||
of the Company (unaudited) (2) | 626,966 | 258,297 |
Note:
- The unrealized net carried interest is calculated by subtracting our carried interest to management team and other parties from our unrealized income from carried interest as follows.
For the six months ended
June 30,
20202019
RMB'000 RMB'000 (restated)
Unrealized income from carried interest | 808,574 | 149,628 |
Carried interest to management team and other parties | (624,481) | (103,420) |
Unrealized net carried interest | 184,093 | 46,208 |
The unrealized income from carried interest is based on the underlying fair value change of the respective funds under our investment management business. The unrealized income from carried interest is allocated to us based on the cumulative fund performance to date, subject to the achievement of minimum return levels to limited partners. At the end of each reporting period, we calculate the unrealized income from carried interest that would be due to us for each fund, pursuant to the relevant fund agreements, as if the fair value of the underlying investments were realized as of such date, irrespective of whether such amounts have been realized. As of June 30, 2020, accumulated unrealized income from carried interest and unrealized net carried interest were RMB2.5 billion and RMB0.7 billion, respectively. As the fair value of underlying investments varies among reporting periods, it is necessary to make adjustments to amounts presented as unrealized income from carried interest. Such adjustments may, in certain circumstances, reverse the unrealized income from carried interest reported in the prior period due to fluctuations in the value of the underlying investments.
- We define adjusted net profit attributable to owners of the Company as profit or loss for the period attributable to owners of the Company adjusted for the impact of (i) share-based payment expenses, (ii) unrealized income from carried interest, and (iii) carried interest to management team and other parties.
3
Segment Performance
Revenue and Net Investment Gains by Segment (RMB'000)
700,000 | 643,273 | ||||
600,000 | |||||
500,000 | |||||
400,000 | 353,209 | 313,266 | |||
276,815 | |||||
300,000 | |||||
200,000 | 194,202 | ||||
100,000 | 100,380 | ||||
18,028 | 53,140 | ||||
- | Investment Banking | Investment Management | Huajing | Others | |
For the six months ended June 30, 2019 | For the six months ended June 30, 2020 | ||
Operating Profit (loss) by Segment (RMB'000)
450,000 | |||
400,000 | 394,389 | ||
350,000 | |||
300,000 | |||
250,000 | |||
200,000 | |||
150,000 | 147,922 | ||
100,000 | |||
50,000 | 45,251 | 39,097 | 44,869 |
- | 1,158 | ||
(50,000) | (7,975) | (10,479) | |
Investment Banking | Investment Management | Huajing | Others | |
For the six months ended June 30, 2019 | For the six months ended June 30, 2020 | |||
4
MANAGEMENT DISCUSSION AND ANALYSIS
Business Review
First half of 2020 went by fraught with tension, with 2019 Novel Coronavirus ("COVID-19") and geopolitical issues testing the agility and tenacity of all parties involved. For China Renaissance, the events this year have served as a propellant to our accelerated transformation. The Company is well prepared to forge ahead, putting ourselves ahead of our rivals in scale and in sophistication.
Our interim results of the Reporting Period saw substantial investment gains realized as a result of optimized capital allocation towards higher return assets, such as principal investments into our actively managed investment management funds. Not only are such investment gains conducive to our earnings, they are also highly synergistic with our fee-generating business operations, galvanized into accelerated motion. Our cash position at Group level as of June 30, 2020 amounted to RMB4.6 billion, of which RMB2.5 billion sat at Huajing Securities. Returns on Huajing's use of funds had been hampered by license restrictions in preceding reporting periods, but there is notable upside with principal investment and financial product distribution licenses expected to take effect from the second half of 2020 onwards.
Our 15.3% annualized Return on Average Equity ("ROAE") for the first half of 2020 was stronger than expected, yet by no means a fluke. Contrast to the 20% ROAE at China Renaissance Group level (excluding Huajing Securities), ROAE at Huajing Securities itself was merely 1% constrained by investment scope, as aforementioned. We have confidence in our overall ROAE to be maintained at a relatively high level and profit burgeoning in 2021 and 2022, with contributions from: 1) unrealized carried interest progressively becoming realized gains; 2) higher efficiency in capital utilization and higher leverage at Huajing Securities; 3) stronger investment banking pipelines.
Investment management segment, accounting for 55.1% of total revenue and net investment gains for the first half of 2020, has started to reap the benefits from the build-up of investments in previous years. The strong performance of our private equity funds, with average Internal Rate of Return ("IRR") of 33.0%, have paved way for better prospects of future fundraising and asset under management ("AUM") expansion. Considering the relatively high returns, China Renaissance also plans to commit more principal investments into our funds. Since the establishment of this segment in 2013, our funds have accumulated nearly RMB700 million in net unrealized carried interest, which are expected to be gradually realized as net profit in the next 3-4 years as relevant funds start to exit. Separately, in the first half of 2020, we reported RMB20.9 million in realized carried interest. Total AUM as of June 30, 2020 amounted to RMB39.0 billion, comprising RMB24.5 billion of Huaxing Growth Capital, RMB4.0 billion of Huaxing Healthcare Capital, and RMB10.5 billion of project funds. We expect fund performance to maintain a robust trajectory in second half of 2020 and 2021.
Our investment banking businesses have been increasingly integrated with Huajing Securities, the linchpin to our domestic operations. Notwithstanding external conditions, China Renaissance has long prepared for the seismic shift of Chinese companies' listing preferences, thus having obtained licenses across mainland China, Hong Kong, and the United States of America since 2016. Our unremitting commitment to domestic markets, i.e. A-share market and Hong Kong market, resonates at every entity within our Group, as we strive towards our goal of becoming the consummate investment bank for new economy. China Renaissance remains as good a partner in adversity as in prosperity for our clients. Although COVID-19 caused some delays in project progress and revenue recognition in the first half of 2020, our clients, along with ourselves, would still emerge from the pandemic relatively unscathed. Over the past three years, the Company has been investing considerable resources in strengthening initial public offering ("IPO") underwriting, sales and trading, and Huajing Securities, recruiting top talents, and thus expanding our business realm and revenue sources. We expect stronger revenue momentum from our investment banking pipelines in the next 6-18 months.
5
Wealth management business development stayed on track for the first half of 2020, gaining traction amongst new economy clients, and well poised to attain synergies with our investment banking and investment management businesses, complementing our three-prongedlong-term strategy.
Segment Performance
The following table sets forth a breakdown of revenue and net investment gains by reporting segment for the periods indicated.
For the six months ended | ||||
June 30, | ||||
2020 | 2019 | Change | % of change | |
RMB'000 | RMB'000 | RMB'000 | ||
(restated) | ||||
Business Segment | ||||
Investment Banking | 276,815 | 353,209 | (76,394) | -21.6% |
Investment Management | 643,273 | 313,266 | 330,007 | 105.3% |
Huajing | 194,202 | 100,380 | 93,822 | 93.5% |
Others | 53,140 | 18,028 | 35,112 | 194.8% |
Total revenue and net | ||||
investment gains | 1,167,430 | 784,883 | 382,547 | 48.7% |
The following table sets forth a breakdown of operating profit by reporting segment for the periods indicated.
For the six months ended | ||||
June 30, | ||||
2020 | 2019 | Change | % of change | |
RMB'000 | RMB'000 | RMB'000 | ||
(restated) | ||||
Business Segment | ||||
Investment Banking | 39,097 | 45,251 | (6,154) | -13.6% |
Investment Management | 394,389 | 147,922 | 246,467 | 166.6% |
Huajing | 44,869 | (7,975) | 52,844 | n.m. |
Others | (10,479) | 1,158 | (11,637) | n.m. |
Operating profit | 467,876 | 186,356 | 281,520 | 151.1% |
6
Investment Banking
The following table sets forth segment revenue, segment operating expenses, segment operating profit, and segment operating margin for the periods indicated.
For the six months ended | ||||
June 30, | ||||
2020 | 2019 | Change | % of change | |
RMB'000 | RMB'000 | RMB'000 | ||
(restated) | ||||
Investment Banking | ||||
Advisory services | 192,049 | 281,581 | (89,532) | -31.8% |
Equity underwriting | 21,294 | 27,478 | (6,184) | -22.5% |
Sales, trading, and brokerage | 55,152 | 40,080 | 15,072 | 37.6% |
Interest income | 2,618 | 2,882 | (264) | -9.2% |
Segment revenue | 271,113 | 352,021 | (80,908) | -23.0% |
Net investment gains | 5,702 | 1,188 | 4,514 | 380.0% |
Segment revenue and net | ||||
investment gains | 276,815 | 353,209 | (76,394) | -21.6% |
Compensation and benefit expenses | (165,953) | (227,214) | 61,261 | -27.0% |
Impairment loss under expected | ||||
credit loss model, net of reversal | (177) | 1,462 | (1,639) | -112.1% |
Other operating expenses | (71,588) | (82,206) | 10,618 | -12.9% |
Segment operating expenses | (237,718) | (307,958) | 70,240 | -22.8% |
Segment operating profit | 39,097 | 45,251 | (6,154) | -13.6% |
Segment operating margin | 14.1% | 12.8% |
The following table sets forth a breakdown of the transaction value of the investment banking business by major service type for the periods indicated.
For the six months ended June 30, | |||
2020 | 2019 | ||
RMB in million | RMB in million | ||
(restated) | |||
Transaction value | |||
Advisory services | 21,891 | 52,766 | |
Equity underwriting | 33,991 | 16,532 | |
Total | 55,882 | 69,298 | |
Segment Revenue and Net Investment Gains
Investment banking revenue was RMB271.1 million for the six months ended June 30, 2020, a decrease of 23.0% from the six months ended June 30, 2019. This decrease was primarily due to a decrease in private placement advisory fees and merger and acquisition advisory revenue resulting from challenges in the domestic and global economic/financial landscapes and delay on execution due to the impact of COVID-19, partially offset by an increase in sales, trading, and brokerage fees.
7
Interest income and net investment gain mainly come from the structured finance related products. Structured financing is dedicated to exploring and developing non-equity financing services to new economy firms. The interest income and net investment gains from the structured finance related products increased from RMB4.1 million for the six months ended June 30, 2019 to RMB8.3 million for the six months ended June 30, 2020 mainly due to increase in structure finance related products from second half of 2019.
Segment Operating Expenses
For the investment banking segment, segment operating expenses decreased by 22.8% from RMB308.0 million for the six months ended June 30, 2019 to RMB237.7 million for the six months ended June 30, 2020, which was primarily attributed to the decrease in compensation and benefit expenses from RMB227.2 million for the six months ended June 30, 2019 to RMB166.0 million for the six months ended June 30, 2020.
Segment Operating Profit
For the investment banking segment, segment operating profit was RMB39.1 million for the six months ended June 30, 2020, a decrease of 13.6% from the six months ended June 30, 2019. Segment operating margin increased from 12.8% for the six months ended June 30, 2019 to 14.1% for the six months ended June 30, 2020.
8
Investment Management
The following table sets forth segment revenue, segment operating expenses, segment operating profit, segment operating margin, and adjusted segment operating profit for the periods indicated.
For the six months ended | ||||
June 30, | ||||
2020 | 2019 | Change | % of change | |
RMB'000 | RMB'000 | RMB'000 | ||
(restated) | ||||
Investment Management | ||||
Management fees | 199,534 | 219,327 | (19,793) | -9.0% |
Realized income from | ||||
carried interest | 20,931 | 32,390 | (11,459) | -35.4% |
Segment revenue | 220,465 | 251,717 | (31,252) | -12.4% |
Net investment gains | 422,808 | 61,549 | 361,259 | 586.9% |
Segment revenue and net | ||||
investment gains | 643,273 | 313,266 | 330,007 | 105.3% |
Compensation and benefit expenses | (167,020) | (61,051) | (105,969) | 173.6% |
Carried interest to management | ||||
team and other parties | (13,955) | (22,348) | 8,393 | -37.6% |
Investment gains attributable to | ||||
interest holders of consolidated | ||||
structured entities | (24,811) | (13,884) | (10,927) | 78.7% |
Impairment loss under expected | ||||
credit loss model, net of reversal | (116) | (332) | 216 | -65.1% |
Other operating expenses | (42,982) | (67,729) | 24,747 | -36.5% |
Segment operating expenses | (248,884) | (165,344) | (83,540) | 50.5% |
Segment operating profit | 394,389 | 147,922 | 246,467 | 166.6% |
Segment operating margin | 61.3% | 47.2% | ||
Unrealized income from | ||||
carried interest | 808,574 | 149,628 | 658,946 | 440.4% |
Carried interest to management | ||||
team and other parties | (624,481) | (103,420) | (521,061) | 503.8% |
Unrealized net carried interest | 184,093 | 46,208 | 137,885 | 298.4% |
Adjusted segment operating profit | 578,482 | 194,130 | 384,352 | 198.0% |
9
The following table sets forth a breakdown of net investment gains of the investment management business for the periods indicated.
For the six months ended | ||||||||
June 30, | ||||||||
2020 | 2019 | Change | % of change | |||||
RMB'000 | RMB'000 | RMB'000 | ||||||
(restated) | ||||||||
Net investment gains | ||||||||
Investments in our own private | ||||||||
equity funds in our capacity as a | ||||||||
general partner and limited partner | 400,695 | 29,861 | 370,834 | 1,241.9% | ||||
Investments in third-party private | ||||||||
equity funds in our capacity as a | ||||||||
limited partner | 22,113 | 31,688 | (9,575) | -30.2% | ||||
Total | 422,808 | 61,549 | 361,259 | 586.9% | ||||
The following table sets forth certain operational information for the investment management segment as of the dates indicated.
As of June 30, | As of December 31, | |
2020 | 2019 | |
RMB in million | RMB in million | |
Committed Capital | 26,899 | 26,055 |
Invested Capital | 18,903 | 16,629 |
AUM | 38,982 | 34,236 |
10
The following table sets forth certain performance information for our private equity funds as of the dates indicated.
Gross | |||||||||||||||
Multiple | |||||||||||||||
Committed | Invested | Fair Value of Investments | Of Invested | ||||||||||||
Capital | Capital | Realized(1) | Unrealized | Total | Capital(2) | ||||||||||
RMB in million except multiples | |||||||||||||||
As of June 30, 2020 | |||||||||||||||
Main Funds(3) | 20,569 | 12,967 | 3,338 | 21,249 | 24,587 | 1.9 | |||||||||
Project Funds | 6,330 | 5,936 | 912 | 10,064 | 10,976 | 1.8 | |||||||||
Total | 26,899 | 18,903 | 4,250 | 31,313 | 35,563 | 1.9 | |||||||||
As of December 31, 2019 | |||||||||||||||
Main Funds | 20,091 | 10,698 | 2,522 | 16,567 | 19,089 | 1.8 | |||||||||
Project Funds | 5,964 | 5,931 | 372 | 8,753 | 9,125 | 1.5 | |||||||||
Total | |||||||||||||||
26,055 | 16,629 | 2,894 | 25,320 | 28,214 | 1.7 | ||||||||||
- An investment is considered fully or partially realized when it has been disposed of or has otherwise generated disposition proceeds or current income.
- The gross multiples of invested capital measure the aggregate value generated by private equity fund's investments in absolute terms. Each gross multiple of invested capital is calculated by dividing the sum of total realized and unrealized values of a private equity fund's investments by the total amount of capital invested by the private equity fund. Such total amount of capital invested by the private equity fund does not give effect to the allocation of realized and unrealized carried interest or the payment of any applicable management fees or operating expenses.
- As of June 30, 2020, we managed nine main private equity funds, including six under our Huaxing Growth Capital and three under our Huaxing Healthcare Capital.
Segment Revenue and Net Investment Gains
For the investment management segment, total revenue decreased by 12.4% from RMB251.7 million for the six months ended June 30, 2019 to RMB220.5 million for the six months ended June 30, 2020. Management fees decreased by 9.0% from RMB219.3 million for the six months ended June 30, 2019 to RMB199.5 million for the six months ended June 30, 2020. This decrease was primarily due to the slower inflow of new capital commitment in the first half year of 2020 compared to the corresponding period in 2019. The committed capital and AUM of our private equity funds were RMB26.9 billion and RMB39.0 billion as of June 30, 2020, representing an increase of 3.2% and of 13.9% from the end of 2019, respectively.
Net investment gains from the investment management business mainly represents the investment income from the investments in our own private equity funds and third-party private equity funds. Net investment gains increased significantly from RMB61.5 million for the six months ended June 30, 2019 to RMB422.8 million for the six months ended June 30, 2020 resulting from the appreciation in value of the portfolio companies in our own private equity funds. As of June 30, 2020, IRR of investment in our own private equity funds and third-party private equity funds were 33.0% and 21.0%, respectively.
11
During the six months ended June 30, 2020, the total return of a project fund successfully exceeded the agreed return level in the governing agreement, and it is highly improbable that a significant reversal in the amount of cumulative return will occur. Accordingly, the Group was entitled to a performance-based fee and recognized this fee as income from carried interest. The carried interest to management team and other parties was recognized as an operating expense. The realized income from carried interest decreased by 35.4% from RMB32.4 million for the six months ended June 30, 2019 to RMB20.9 million for the six months ended June 30, 2020.
Segment Operating Expenses
For the investment management segment, segment operating expenses increased by 50.5% from RMB165.3 million for the six months ended June 30, 2019 to RMB248.9 million for the six months ended June 30, 2020. This increase was primarily due to the (i) increase in our compensation and benefit expenses, (ii) investment gains attributable to interest holders of consolidated structured entities.
Segment Operating Profit
For the investment management segment, segment operating profit increased by 166.6% from RMB147.9 million for the six months ended June 30, 2019 to RMB394.4 million for the six months ended June 30, 2020. Segment operating margin improved from 47.2% for the six months ended June 30, 2019 to 61.3% for the six months ended June 30, 2020.
Unrealized Net Carried Interest and Adjusted Segment Operating Profit
Unrealized net carried interest, calculated as unrealized income from carried interest subtracting carried interest to management team and other parties, increased by 298.4% from RMB46.2 million for the six months ended June 30, 2019 to RMB184.1 million for the six months ended June 30, 2020. Unrealized income from carried interest increased by 440.4% from RMB149.6 million for the six months ended June 30, 2019 to RMB808.6 million for the six months ended June 30, 2020 resulting from the appreciation in value of the portfolio companies under our investment management business. Carried interest to management team and third parties increased by 503.8% from RMB103.4 million for the six months ended June 30, 2019 to RMB624.5 million for the six months ended June 30, 2020, in line with the increase of unrealized income from carried interest.
12
Huajing
The following table sets forth segment revenue and net investment gains, segment operating expenses, and segment operating profit (loss) for the periods indicated.
For the six months ended | ||||
June 30, | ||||
2020 | 2019 | Change | % of change | |
RMB'000 | RMB'000 | RMB'000 | ||
(restated) | ||||
Huajing | ||||
Segment revenue | 19,124 | 21,629 | (2,505) | -11.6% |
Segment revenue and net | ||||
investment gains | 194,202 | 100,380 | 93,822 | 93.5% |
Compensation and benefit expenses | (102,976) | (62,629) | (40,347) | 64.4% |
Investment gains attributable to | ||||
interest holders of consolidated | ||||
structured entities | (16,953) | (14,836) | (2,117) | 14.3% |
Impairment loss under expected | ||||
credit loss model, net of reversal | - | (275) | 275 | -100.0% |
Finance cost | (454) | (521) | 67 | -12.9% |
Other operating expenses | (28,950) | (30,094) | 1,144 | -3.8% |
Segment operating expenses | (149,333) | (108,355) | (40,978) | 37.8% |
Segment operating profit (loss) | 44,869 | (7,975) | 52,844 | n.m. |
Segment Revenue and Net Investment Gains
For the Huajing segment, segment revenue and net investment gains were RMB194.2 million for the six months ended June 30, 2020, an increase of 93.5% from the six months ended June 30, 2019. This increase was primarily due to an increase in appreciation of investment in an listed equity in the STAR market of Shanghai Stock Exchange.
Segment Operating Expenses
For the Huajing segment, segment operating expenses increased by 37.8% from RMB108.4 million for the six months ended June 30, 2019 to RMB149.3 million for the six months ended June 30, 2020. This increase was primarily due to the increase in compensation and benefit expense.
Segment Operating Profit (Loss)
For the Huajing segment, segment operating profit was RMB44.9 million for the six months ended June 30, 2020, as compared to segment operating loss of RMB8.0 million for the six months ended June 30, 2019.
13
Others
The others segment mainly comprises of wealth management business, and investment and management of our own funds. Wealth management business provides value-added wealth management services for high net worth individuals and other high net worth groups represented by new-economy entrepreneurs.
The following table sets forth segment revenue, segment operating expenses and segment operating (loss) profit for the periods indicated.
For the six months ended | ||||
June 30, | ||||
2020 | 2019 | Change | % of change | |
RMB'000 | RMB'000 | RMB'000 | ||
(restated) | ||||
Others | ||||
Segment revenue | 28,935 | 1,629 | 27,306 | 1,676.2% |
Segment revenue and net | ||||
investment gains | 53,140 | 18,028 | 35,112 | 194.8% |
Compensation and benefit expenses | (46,476) | (12,506) | (33,970) | 271.6% |
Impairment loss under expected | ||||
credit loss model, net of reversal | 94 | (10) | 104 | n.m. |
Finance cost | (5,057) | (1,915) | (3,142) | 164.1% |
Other operating expenses | (12,180) | (2,439) | (9,741) | 399.4% |
Segment operating expenses | (63,619) | (16,870) | (46,749) | 277.1% |
Segment operating (loss) profit | (10,479) | 1,158 | (11,637) | n.m. |
Segment Revenue and Net Investment Gains
For the others segment, total revenue and net investment gains were RMB53.1 million for the six months ended June 30, 2020, increased significantly from RMB18.0 million for the six months ended June 30, 2019. This increase was primarily due to expansion of wealth management business as well as increased returns on cash management products.
Segment Operating Expenses
For the others segment, segment operating expenses increased by 277.1% from RMB16.9 million for the six months ended June 30, 2019 to RMB63.6 million for the six months ended June 30, 2020. This increase was primarily due to (i) an increase in compensation and benefit expense resulting from an increase in number of employees of wealth management business and (ii) an increase in other operating expense in connection with the expansion of wealth management business.
Segment Operating Profit
For the others segment, total segment operating loss was RMB10.5 million for the six months ended June 30, 2020, as compared to segment operating profit of RMB1.2 million for the six months ended June 30, 2019.
14
Results of Operations
Revenue and Net Investment Gains
The following table sets forth a breakdown of revenue and net investment gains by type for the periods indicated.
For the six months ended | ||||
June 30, | ||||
2020 | 2019 | Change | % of change | |
RMB'000 | RMB'000 | RMB'000 | ||
(restated) | ||||
Transaction and advisory fees | 278,585 | 358,131 | (79,546) | -22.2% |
Management fees | 204,707 | 219,327 | (14,620) | -6.7% |
Interest income | 35,414 | 17,148 | 18,266 | 106.5% |
Realized income from | ||||
carried interest | 20,931 | 32,390 | (11,459) | -35.4% |
Total Revenue | 539,637 | 626,996 | (87,359) | -13.9% |
Net investment gains | 627,793 | 157,887 | 469,906 | 297.6% |
Total revenue and net | ||||
investment gains | 1,167,430 | 784,883 | 382,547 | 48.7% |
Total revenue was RMB539.6 million for the six months ended June 30, 2020, a decrease by 13.9%, from RMB627.0 million for the six months ended June 30, 2019.
- Transaction and advisory fees were RMB278.6 million, a decrease of 22.2% from the prior period.
- Management fees were RMB204.7 million, a decrease of 6.7% from the prior period.
- Interest income was RMB35.4 million, an increase of 106.5% from the prior period.
- The realized income from carried interest was RMB20.9 million, a decrease of 35.4% from the prior period.
The net investment gains were mainly derived from investments in our own private equity funds, investments in third-party private equity funds, listed equity investments, wealth management related products, structured finance related products, financial bonds and other cash management products. The net investment gains increased from RMB157.9 million for the six months ended June 30, 2019 to RMB627.8 million for the six months ended June 30, 2020.
Total revenue and net investment gains were RMB1,167.4 million for the six months ended June 30, 2020, an increase of 48.7% from RMB784.9 million for the six months ended June 30, 2019.
Operating Expenses
Total operating expenses increased by 16.9% from RMB598.5 million for the six months ended June 30, 2019 to RMB699.6 million for the six months ended June 30, 2020.
15
Compensation and benefit expenses increased by 32.8% from RMB363.4 million for the six months ended June 30, 2019 to RMB482.4 million for the six months ended June 30, 2020. Among compensation and benefit expenses, share-based compensation remained stable at RMB35.5 million for the six months ended June 30, 2020, as compared to RMB35.3 million for the six months ended June 30, 2019.
Finance costs increased from RMB2.4 million for the six months ended June 30, 2019 to RMB5.5 million for the six months ended June 30, 2020. This increase in interest expense was primarily due to new bank borrowings drawn in the first half year of 2020.
Provision of impairment losses under expected credit loss model was RMB0.2 million for the six months ended June 30, 2020, as compared to reversal of impairment loss under expected credit loss model of RMB0.8 million for the six months ended June 30, 2019.
Other operating expenses decreased by 14.7% from RMB182.5 million for the six months ended June 30, 2019 to RMB155.7 million for the six months ended June 30, 2020. The decrease was primarily due to the Group's effective cost control.
Operating Profit
Operating profit was RMB467.9 million for the six months ended June 30, 2020, an increase of 151.1% from RMB186.4 million for the six months ended June 30, 2019.
Other Income, Gains or Losses
Other gains were RMB8.1 million for the six months ended June 30, 2020, decreased by 86.9% from RMB61.9 million for the six months ended June 30, 2019. Other gains or loss mainly came from government grants, income for disposal of a subsidiary, charitable donations and net exchange (loss) gain. Please refer to Note 5 to the condensed consolidated financial statements for further details.
Investment income arising from certain incidental and ancillary investments
Incidental to, and ancillary of, our business operations, we have made investments from time to time, the primary types of which include strategic minority equity investments. We make strategic minority equity investments primarily to establish long-term business relationships with selected companies to facilitate our business. These companies operate in various new economy sectors, such as data service and information technology, and we leverage their expertise to enhance our various business operations.
Investment income decreased from RMB5.3 million for the six months ended June 30, 2019 to nil for the six months ended June 30, 2020 mainly due to no change in the fair value of strategic minority equity investments for the six months ended June 30, 2020.
16
Share of Results of Associates
Share of loss of associates decreased from RMB2.5 million for the six months ended June 30, 2019 to RMB1.5 million for the six months ended June 30, 2020. The decrease was mainly attributable to the narrowed losses of the associated companies for the six months ended June 30, 2020.
Share of Results of a Joint Venture
Share of loss of a joint venture was RMB1.1 million for the six months ended June 30, 2020 mainly because the joint venture company operated at a loss for the six months ended June 30, 2020.
Profit before tax
Profit before tax was RMB473.4 million for the six months ended June 30, 2020, increased by 88.6% from RMB251.0 million for the six months ended June 30, 2019.
Income Tax Expense
Income tax expense was RMB44.4 million and RMB48.4 million for the six months ended June 30, 2020 and 2019, respectively. The decrease was primarily due to less taxable income generated for the six months ended June 30, 2020.
Profit for the Period and Profit for the Period Attributable to Owners of the Company
Profit for the period was RMB429.0 million and RMB202.6 million for the six months ended June 30, 2020 and 2019, respectively. Profit attributable to owners of the Company was RMB407.4 million and RMB176.8 million for the six months ended June 30, 2020 and 2019, respectively.
Adjusted net profit attributable to owners of the Company
Adjusted net profit attributable to owners of the Company without unrealized net carried interest increased from RMB212.1 million for the six months ended June 30, 2019 to RMB442.9 million for the six months ended June 30, 2020. Unrealized net carried interest, calculated as unrealized income from carried interest subtracting carried interest to management team and other parties, increased from RMB46.2 million for the six months ended June 30, 2019 to RMB184.1 million for the six months ended June 30, 2020. Adjusted net profit attributable to owners of the Company with unrealized net carried interest increased from RMB258.3 million for the six months ended June 30, 2019 to RMB627.0 million for the six months ended June 30, 2020.
17
Off-Balance Sheet Commitments and Arrangements
As of June 30, 2020, we had not entered into any off-balance sheet transactions.
Capital Structure
We manage our capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to Shareholders through the optimisation of our capital structure.
The Group has maintained sound financial strength during the period ended June 30, 2020. The Group is aware of the need to use capital for further business expansion, continuously seeking various means of financing. As of June 30, 2020, the Group had RMB183.2 million of outstanding bank borrowings and held credit facilities from authorized institutions in aggregate principal amount of RMB1,028.3 million.
Gearing Ratio
The gearing ratio of the Group, which is calculated as total liabilities divided by total assets, excluding the effect of right-of-use assets, lease liabilities, open trade receivable, open trade payable, consolidated structured entities, cash held on behalf of brokerage clients, payable to brokerage clients, receivable on behalf of underwriting clients and payable to underwriting clients was 15.5% as of June 30, 2020, compared with 10.4% as of December 31, 2019. The increase was mainly due to an increase of advanced management fees from funds managed by the Group and outstanding bank borrowings as of June 30, 2020.
18
Significant Investments Held
The following table sets forth the fair value of investments of our primary investment activities as of the dates indicated.
As of June 30, As of December 31, | ||||
2020 | 2019 | |||
RMB'000 | RMB'000 | |||
Investments in our own private equity funds in our | ||||
capacity as a general partner | 490,738 | 346,188 | ||
Investments in our own private equity funds in our | ||||
capacity as a limited partner | 683,413 | 249,826 | ||
Investments in third-party private equity funds in our | ||||
capacity as a limited partner | 449,086 | 414,015 | ||
Strategic minority equity investments | ||||
- Investments in the form of preferred shares of other | ||||
companies | 147,514 | 145,361 | ||
- Passive equity holdings in non-associate companies | 455,631 | 313,433 | ||
Investment in a portfolio company of the | ||||
consolidated fund | 508,890 | 508,890 | ||
Total | 2,735,272 | 1,977,713 | ||
As of June 30, 2020, the Group had investments of our primary investment activities amounting to an aggregate of approximately RMB2,735.3 million measured in fair value, which increased by 38.3% as compared to December 31, 2019. Each investment was individually less than 5% of the total assets of the Group as of June 30, 2020.
Future Plans for Material Investments and Capital Assets
For details of the Group's future plans for material investments and capital assets, please refer to the section headed "Future Plans and Use of Proceeds" in the Prospectus and the interim report of the Group for the six months ended June 30, 2020 to be published.
Save as disclosed above, the Group did not have other plans for material investments and capital assets as at June 30, 2020.
Material Acquisitions and Disposals of Subsidiaries and Affiliated Companies
The Group did not have material acquisitions and disposals of subsidiaries and affiliated companies for the six months ended June 30, 2020.
Employee and Remuneration Policy
As of June 30, 2020, we had 614 full-time employees, including over 81% advisory and investment professionals.
19
The following table sets forth the number of our employees by function as of June 30, 2020.
Number of | |||
Function | Employees | Percentage | |
Investment Banking | 240 | 39% | |
Investment Management | 59 | 10% | |
Huajing Securities | 181 | 29% | |
Others | 22 | 4% | |
Group Middle and Back Office | 112 | 18% | |
Total | 614 | 100% | |
The following table sets forth the number of our employees by geographic region as of June 30, 2020.
Geographic Region | Number of | |||
Employees | Percentage | |||
Beijing, China | 310 | 51% | ||
Shanghai, China | 162 | 26% | ||
Other cities in China | 19 | 3% | ||
Hong Kong, China | 103 | 17% | ||
United States | 19 | 3% | ||
Singapore | 1 | / | ||
Total | ||||
614 | 100% | |||
Our success depends on our ability to attract, retain and motivate qualified personnel. As part of our retention strategy, we offer employees performance-based cash bonuses and other incentives in addition to base salaries. As of June 30, 2020, 97 grantees held options granted under the ESOP (as defined in the Prospectus) and restricted shares under the RSU Plan (as defined in the Prospectus) which remained outstanding. The total remuneration expenses, including share-based payment expense, for the six months ended June 30, 2020 were RMB482.4 million, representing an increase of 32.8% as compared to six months ended June 30, 2019.
Foreign Exchange Risk
Foreign currency risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. Although we operate businesses in different countries, our primary subsidiaries operate in the PRC with most of the transactions settled in Renminbi. When considered appropriate, we enter into hedging activities with regard to exchange rate risk. As of June 30, 2020, we did not hedge or consider it necessary to use financial instruments for hedging purposes.
20
Pledge of Assets
As of June 30, 2020, the Company pledged two US$ bank deposits of US$36.0 million (equivalent to approximately RMB254.9 million) to secure the short term credit facilities of RMB300.0 million granted by China Merchants Bank to the Group for the daily operations in mainland China. The short term credit facilities of RMB100.0 million and RMB200.0 million were expired in June and July 2020, respectively. The pledged bank deposits were released in July 2020.
Contingent Liabilities
As of June 30, 2020, we did not have any material contingent liabilities.
Interim Dividends
The Board does not recommend the distribution of an interim dividend for the six months ended June 30, 2020.
The Company has adopted a dividend policy (the "Dividend Policy"), which aims to increase or maintain the value of dividends per share of the Company, to provide reasonable return in investment of investors, and to allow the Shareholders to assess its dividend payout trend and intention.
Pursuant to the Dividend Policy, a dividend may only be declared and paid out of the profits and reserves of the Company lawfully available for distribution (including share premium), and may not be declared and paid out if this would result in the Company being unable to pay its debts as they fall due in the ordinary course of business. The Board has absolute discretion on whether to pay a dividend and alternatively, Shareholders may by ordinary resolution declare dividends, but no dividend may be declared in excess of the amount recommended by the Board. In addition, the Company does not currently have a fixed dividend payout ratio. Even if the Board decides to pay dividends, the form, frequency and amount of dividends will depend on, among other things,
- current and future operations, and future business prospects, (b) the Company's liquidity position, cash flows, general financial condition, capital adequacy ratio and capital requirements, and (c) the availability of dividends received from subsidiaries and associates in light of statutory and regulatory restrictions on the payment of dividends.
During the six months ended June 30, 2020, a final dividend of RMB15 cents per share in respect of the year ended December 31, 2019 was declared to owners of the Company. The aggregate amount of the final dividend declared in the six months ended June 30, 2020 amounted to RMB79.9 million, and such cash dividend was paid on August 10, 2020.
The following table sets forth our dividend declarations for the periods indicated.
For the six months ended
June 30,
20202019
RMB'000 RMB'000
Dividends to shareholders of the Company | 79,896 | - |
21
CORPORATE GOVERNANCE AND OTHER INFORMATION
The Company was incorporated in the Cayman Islands on July 13, 2011 with limited liability, and the Shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") on September 27, 2018.
The Board is committed to achieving high corporate governance standards. The Board believes that high corporate governance standards are essential in providing a framework for the Group to safeguard the interests of shareholders and to enhance corporate value and accountability.
Compliance with the Corporate Governance Code
During the six months ended June 30, 2020, the Company has complied with all applicable code provisions set out in the Corporate Governance Code and Corporate Governance Report (the "CG Code") contained in Appendix 14 to the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") except for the following deviations.
Code provision A.2.1 of the CG Code stipulates that the roles of chairman and chief executive should be separate and should not be performed by the same individual. Mr. Bao Fan is the Chairman and Chief Executive Officer of the Company. The Board believes that vesting the roles of both Chairman and Chief Executive Officer in Mr. Bao Fan has the benefit of ensuring consistent leadership within the Group and enabling more effective and efficient overall strategic planning for the Group. Furthermore, the Board considers that the balance of power and authority for the present arrangement will not be impaired and this structure will enable the Company to make and implement decisions promptly and effectively. The Board will continue to review and consider splitting the roles of Chairman and Chief Executive Officer of the Company at a time when it is appropriate by taking into account the circumstances of the Group as a whole.
Compliance with the Model Code for Securities Transactions by Directors
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") as set out in Appendix 10 to the Listing Rules as its own securities dealing code to regulate all dealings by Directors and relevant employees of securities in the Company and other matters covered by the Model Code.
Specific enquiry has been made of all the Directors and they have confirmed that they have complied with the Model Code during the six months ended June 30, 2020.
Purchase, Sale or Redemption of the Company's Listed Securities
During the six months ended June 30, 2020, the Company repurchased 8,747,400 Shares on the Stock Exchange for an aggregate consideration of approximately HK$116.5 million including expenses. The repurchased Shares were subsequently cancelled. The repurchase was effected because the Board considered that the then trading price of the Shares did not reflect their intrinsic value and business prospects as perceived by the Board and that it presented a good opportunity for the Company to repurchase Shares.
22
Details of the Shares repurchased during the six months ended June 30, 2020 are as follows:
No. of | Highest | Lowest | ||||
Shares | price paid | price paid | Aggregate | |||
Month of repurchase | repurchased | per share | per share | consideration | ||
(HK$) | (HK$) | (HK$'000) | ||||
January | 6,996,300 | 15.46 | 14.00 | 98,140 | ||
April | 94,300 | 12.33 | 12.12 | 1,155 | ||
May | 1,637,200 | 10.82 | 10.26 | 16,934 | ||
June | 19,600 | 12.76 | 10.96 | 221 | ||
Total | ||||||
8,747,400 | 116,450 | |||||
Save as disclosed above, neither the Company nor any member of the Group purchased, sold or redeemed any listed securities of the Company during the six months ended June 30, 2020.
Audit Committee and Review of Financial Statements
The Company has established an Audit Committee with written terms of reference in compliance with Rule 3.21 of the Listing Rules and the CG Code as set out in Appendix 14 to the Listing Rules. The primary duties of the Audit Committee are to review and supervise the financial reporting process and internal controls system (including risk management) of the Group, review and approve connected transactions and provide advice and comments to the Board. The Audit Committee consists of three members, namely Ms. Yao Jue, Mr. Ye Junying and Mr. Zhao Yue. Ms. Yao Jue is the chairman of the Audit Committee.
The Audit Committee has reviewed the unaudited interim results of the Group for the six months ended June 30, 2020. The Audit Committee has also discussed matters with respect to the accounting policies and practices adopted by the Company with senior management members and the external auditor of the Company, Deloitte Touche Tohmatsu.
The condensed consolidated financial statements of the Group for the six months ended June 30, 2020 has been reviewed by the Audit Committee of the Company and by the Company's external auditor in accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the International Auditing and Assurance Standards Board.
Other Board Committees
In addition to the Audit Committee, the Company has also established a nomination committee, a remuneration committee and an executive committee.
23
Subsequent Events after the Reporting Period
On July 13, 2020, the Company cancelled a total number of 19,600 Shares which it had repurchased on the open market of the Stock Exchange from June 3, 2020 to June 30, 2020, pursuant to the general mandate to repurchase Shares approved by the Shareholders at the annual general meetings of the Company held on May 28, 2019 and June 11, 2020, respectively, from its issued share capital.
On August 10, 2020, a final dividend of RMB15 cents (HK$0.16405) per Share for the year ended December 31, 2019 (the "Final Dividend") has been paid up by the Company out of the share premium account in Hong Kong dollars to Shareholders whose names appear on the register of members of the Company as at the close of business on Monday, June 22, 2020. For details of the payment date and exchange rate for the Final Dividend payment, please refer to the Company's announcement dated June 22, 2020.
Save as disclosed above, no important events affecting the Company have occurred since June 30, 2020 and up to the date of this announcement.
24
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2020
Six months ended June 30, | |||||||
2020 | 2019 | ||||||
Notes | RMB'000 | RMB'000 | |||||
(unaudited) | (unaudited) | ||||||
(restated) | |||||||
Revenue | 3 | ||||||
Transaction and advisory fees | 278,585 | 358,131 | |||||
Management fees | 204,707 | 219,327 | |||||
Interest income | 35,414 | 17,148 | |||||
Income from carried interest | 20,931 | 32,390 | |||||
Total revenue | 539,637 | 626,996 | |||||
Net investment gains | 4 | 627,793 | 157,887 | ||||
Total revenue and net investment gains | 1,167,430 | 784,883 | |||||
Compensation and benefit expenses | (482,425) | (363,400) | |||||
Carried interest to management team and other parties | (13,955) | (22,348) | |||||
Investment gains attributable to interest holders of | |||||||
consolidated structured entities | (41,764) | (28,720) | |||||
Impairment loss under expected credit loss model, | |||||||
net of reversal | 13 | (199) | 845 | ||||
Finance costs | (5,511) | (2,436) | |||||
Other operating expenses | (155,700) | (182,468) | |||||
Total operating expenses | (699,554) | (598,527) | |||||
Operating profit | 467,876 | 186,356 | |||||
Other income, gains or losses | 5 | 8,095 | 61,893 | ||||
Investment income arising from certain incidental | |||||||
and ancillary investments | 6 | - | 5,275 | ||||
Share of results of associates | (1,501) | (2,519) | |||||
Share of results of a joint venture | (1,061) | - | |||||
Profit before tax | 473,409 | 251,005 | |||||
Income tax expense | 7 | (44,438) | (48,383) | ||||
Profit for the period | 428,971 | 202,622 | |||||
25
Six months ended June 30, | ||
2020 | 2019 | |
Notes | RMB'000 | RMB'000 |
(unaudited) | (unaudited) | |
(restated) | ||
Other comprehensive income (expense) | ||
Items that will not be reclassified to profit or loss: | ||
Exchange differences on translation from | ||
functional currency to presentation currency | 119,720 | 13,704 |
Items that may be reclassified subsequently to
- profit or loss:
- Exchange differences arising on translation of
foreign operations | (78,154) | (12,503) | ||
Fair value gain on debt instruments measured at fair value | ||||
through other comprehensive income | - | 379 |
- Reclassification adjustment to profit or loss on disposal of
- debt instruments measured at fair value through
other comprehensive income | - | (1,873) | |||
Impairment loss for debt instruments at fair value through | |||||
other comprehensive income included in profit or loss | - | (41) | |||
Other comprehensive income (expense) for the period, | |||||
net of tax | 41,566 | (334) | |||
Total comprehensive income for the period | 470,537 | 202,288 | |||
Profit for the period attributable to: | |||||
- Owners of the Company | 407,357 | 176,766 | |||
- Non-controlling interests | 21,614 | 25,856 | |||
428,971 | 202,622 | ||||
Total comprehensive income | |||||
for the period attributable to: | |||||
- Owners of the Company | 448,238 | 177,218 | |||
- Non-controlling interests | 22,299 | 25,070 | |||
470,537 | 202,288 | ||||
Earnings Per Share | |||||
Basic | 9 | RMB0.83 | RMB0.35 | ||
Diluted | 9 | RMB0.78 | RMB0.33 | ||
26
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT JUNE 30, 2020
June 30, | December 31, | ||||
2020 | 2019 | ||||
Notes | RMB'000 | RMB'000 | |||
(unaudited) | (audited) | ||||
Non-current assets | |||||
Property and equipment | 112,826 | 144,062 | |||
Intangible assets | 57,497 | 51,707 | |||
Deferred tax assets | 169,985 | 130,574 | |||
Investments in associates | 10 | 1,237,277 | 660,515 | ||
Investment in a joint venture | 4,588 | 5,649 | |||
Financial assets at fair value through profit or loss | 11 | 1,749,722 | 1,507,186 | ||
Rental deposits | 16,845 | 16,366 | |||
Loans to third parties | - | 65,063 | |||
Other financial assets | 141,718 | 139,650 | |||
3,490,458 | 2,720,772 | ||||
Current assets | |||||
Accounts and other receivables | 12 | 1,720,386 | 879,094 | ||
Loans to third parties | 332,987 | 38,245 | |||
Amounts due from related parties | 59,814 | 52,586 | |||
Financial assets at fair value through profit or loss | 11 | 2,830,054 | 3,222,352 | ||
Other financial assets | 67,448 | 142,695 | |||
Term deposits | 217,372 | 492,564 | |||
Pledged bank deposits | 260,932 | 254,237 | |||
Cash held on behalf of brokerage clients | 175,352 | 685,842 | |||
Cash and cash equivalents | 1,259,401 | 1,022,043 | |||
6,923,746 | 6,789,658 | ||||
TOTAL ASSETS | 10,414,204 | 9,510,430 | |||
27
June 30, | December 31, | ||||
2020 | 2019 | ||||
Notes | RMB'000 | RMB'000 | |||
(unaudited) | (audited) | ||||
Current liabilities | |||||
Accounts and other payables | 14 | 1,816,739 | 1,286,790 | ||
Payables to interest holders of | |||||
consolidated structured entities | 785,763 | 747,284 | |||
Amounts due to related parties | 56,991 | 453,830 | |||
Contract liabilities | 155,133 | 21,614 | |||
Bank borrowings | 15 | 183,230 | 129,504 | ||
Lease liabilities | 53,496 | 53,461 | |||
Income tax payables | 37,335 | 47,893 | |||
Financial liabilities at fair value through profit or loss | 222,295 | - | |||
3,310,982 | 2,740,376 | ||||
Net current assets | 3,612,764 | 4,049,282 | |||
TOTAL ASSETS LESS CURRENT LIABILITIES | 7,103,222 | 6,770,054 | |||
Non-current liabilities | |||||
Lease liabilities | 32,283 | 56,876 | |||
Contract liabilities | 16,496 | 13,747 | |||
Deferred tax liabilities | 63,347 | 27,286 | |||
112,126 | 97,909 | ||||
NET ASSETS | 6,991,096 | 6,672,145 | |||
Capital and reserves | |||||
Share capital | 16 | 88 | 89 | ||
Reserves | 5,459,867 | 5,159,016 | |||
Equity attributable to owners of the Company | 5,459,955 | 5,159,105 | |||
Non-controlling interests | 1,531,141 | 1,513,040 | |||
6,991,096 | 6,672,145 | ||||
28
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2020
-
BASIS OF PREPARATION
The condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting issued by the International Accounting Standards Board as well as with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). - PRINCIPAL ACCOUNTING POLICIES
The condensed consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair values, as appropriate.
Other than changes in accounting policies resulting from application of new and amendments to International Financial Reporting Standards ("IFRSs"), the accounting policies and methods of computation used in the condensed consolidated financial statements for the six months ended June 30, 2020 are the same as those presented in the Group's annual consolidated financial statements for the year ended December 31, 2019.
Application of new and amendments to IFRSs
In the current interim period, the Group has applied the Amendments to References to the Conceptual Framework in IFRSs and the following amendments to IFRSs issued by International Accounting Standards Board, for the first time, which are mandatory effective for the annual period beginning on or after January 1, 2020 for the preparation of the Group's condensed consolidated financial statements:
Amendments to IAS 1 and IAS 8 | Definition of Material | |
Amendments to IFRS | 3 | Definition of a Business |
Amendments to IFRS | 9, IAS 39 and IFRS 7 | Interest Rate Benchmark Reform |
The application of the Amendments to References to the Conceptual Framework in IFRSs and amendments to IFRSs in the current period has had no material impact on the Group's financial positions and performance for the current and prior periods and/or on the disclosures set out in these condensed consolidated financial statements.
29
3. REVENUE AND SEGMENT INFORMATION
For the purposes of resources allocation and assessment of segment performance, the executive directors of the Company, being the chief operating decision maker ("CODM"), regularly review types of services delivered or provided by focusing on different business models. No operating segments have been aggregated in arriving at the reportable segments of the Group.
In the prior period, the Group had four operating segments (a) investment banking;
- investment management; (c) Huajing and (d) new business. In the current period, the Group changed its internal reporting structure and reallocated structured financing from new business segment to investment banking segment. Subsequent to the change of the internal reporting structure, the Group has four reportable operating segments, which are (a) investment banking;
- investment management; (c) Huajing and (d) others.
Specifically, the Group's reportable segments under IFRS 8 are as follows:
- The investment banking is a segment of the Group's operations whereby the Group provides (1) early to late stage financial advisory, Merger & Acquisition advisory inside and outside mainland China, equity underwriting, sales, trading, and brokerage, and research in Hong Kong and the United States of America (the "USA"); and (2) structured financing dedicated to exploring and developing non-equity financing services for new-economy firms;
- The investment management is a segment of the Group's operations whereby the Group provides fund and asset management for individual and institutional clients, and manages its own investment in funds to obtain investment returns;
- Huajing comprises the Group's investment banking and asset management businesses in mainland China, which overlap with the other two segments in nature but are otherwise separately operated and focuses on regulated securities market in mainland China and has an independent risk control framework;
- The others segment mainly comprises of wealth management business, and investment and management of its own funds. Wealth management business provides value-added wealth management services for high net worth individuals and other high net worth groups represented by new-economy entrepreneurs, and this business also helps the Group integrate and enhance investment and management of its own funds.
30
Segment revenue and results
The following is an analysis of the Group's revenue and results by reportable segments:
Six months ended June 30, 2020 (unaudited) | |||||||||||||||
Consolidation | |||||||||||||||
adjustments | |||||||||||||||
Investment | Investment | and reconciling | Total | ||||||||||||
banking | management | Huajing | Others | items | consolidated | ||||||||||
RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | ||||||||||
Transaction and advisory fees | 268,495 | - | 10,090 | - | - | 278,585 | |||||||||
Management fees | - | 199,534 | - | 5,173 | - | 204,707 | |||||||||
Interest income | 2,618 | - | 9,034 | 23,762 | - | 35,414 | |||||||||
Income from carried interest | - | 829,505 | - | - | (808,574)(note) | 20,931 | |||||||||
Total revenue | 271,113 | 1,029,039 | 19,124 | 28,935 | (808,574) | 539,637 | |||||||||
Net investment gains | 5,702 | 422,808 | 175,078 | 24,205 | - | 627,793 | |||||||||
Total revenue and net investment gains | 276,815 | 1,451,847 | 194,202 | 53,140 | (808,574) | 1,167,430 | |||||||||
Compensation and benefit expenses | (165,953) | (167,020) | (102,976) | (46,476) | - | (482,425) | |||||||||
Carried interest to management team | |||||||||||||||
and other parties | - | (638,436) | - | - | 624,481(note) | (13,955) | |||||||||
Investment gains attributable to interest | |||||||||||||||
holders of consolidated structured entities | - | (24,811) | (16,953) | - | - | (41,764) | |||||||||
Impairment loss under expected credit | |||||||||||||||
loss model, net of reversal | (177) | (116) | - | 94 | - | (199) | |||||||||
Finance cost | - | - | (454) | (5,057) | - | (5,511) | |||||||||
Other operating expenses | (71,588) | (42,982) | (28,950) | (12,180) | - | (155,700) | |||||||||
Operating profit (loss) | 39,097 | 578,482 | 44,869 | (10,479) | (184,093) | 467,876 | |||||||||
Other income, gains or losses | 8,095 | ||||||||||||||
Share of results of associates | (1,501) | ||||||||||||||
Share of results of a joint venture | (1,061) | ||||||||||||||
Profit before tax | 473,409 | ||||||||||||||
Income tax expense | (44,438) | ||||||||||||||
Profit for the period | 428,971 | ||||||||||||||
31
Six months ended June 30, 2019 (unaudited) (restated) | ||||||||||||||
Consolidation | ||||||||||||||
adjustments | ||||||||||||||
Investment | Investment | and reconciling | Total | |||||||||||
banking | management | Huajing | Others | items | consolidated | |||||||||
RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | |||||||||
Transaction and advisory fees | 349,139 | - | 8,992 | - | - | 358,131 | ||||||||
Management fees | - | 219,327 | - | - | - | 219,327 | ||||||||
Interest income | 2,882 | - | 12,637 | 1,629 | - | 17,148 | ||||||||
Income from carried interest | - | 182,018 | - | - | (149,628)(note) | 32,390 | ||||||||
Total revenue | 352,021 | 401,345 | 21,629 | 1,629 | (149,628) | 626,996 | ||||||||
Net investment gains | 1,188 | 61,549 | 78,751 | 16,399 | - | 157,887 | ||||||||
Total revenue and net investment gains | 353,209 | 462,894 | 100,380 | 18,028 | (149,628) | 784,883 | ||||||||
Compensation and benefit expenses | (227,214) | (61,051) | (62,629) | (12,506) | - | (363,400) | ||||||||
Carried interest to management team | ||||||||||||||
and other parties | - | (125,768) | - | - | 103,420(note) | (22,348) | ||||||||
Investment gains attributable to interest | ||||||||||||||
holders of consolidated structured entities | - | (13,884) | (14,836) | - | - | (28,720) | ||||||||
Impairment loss under expected credit | ||||||||||||||
loss model, net of reversal | 1,462 | (332) | (275) | (10) | - | 845 | ||||||||
Finance cost | - | - | (521) | (1,915) | - | (2,436) | ||||||||
Other operating expenses | (82,206) | (67,729) | (30,094) | (2,439) | - | (182,468) | ||||||||
Operating profit (loss) | 45,251 | 194,130 | (7,975) | 1,158 | (46,208) | 186,356 | ||||||||
Other income, gains or losses | 61,893 | |||||||||||||
Investment income arising from certain | ||||||||||||||
incidental and ancillary investments | 5,275 | |||||||||||||
Share of results of associates | (2,519) | |||||||||||||
Profit before tax | 251,005 | |||||||||||||
Income tax expense | (48,383) | |||||||||||||
Profit for the period | 202,622 | |||||||||||||
Segment profit or loss represents the results of each segment without allocation of corporate items including other income, gains or losses, investment income arising from certain incidental and ancillary investments (the "Passive Investment Income"), share of results of associates, share of results of a joint venture and income tax expense. This is the measure reported to the CODM for the purposes of resource allocation and assessment of segment performance.
32
Note:
Income from carried interest earned based on the performance of the managed funds ("Carried Interest") is a form of variable consideration in their contracts with customers to provide investment management services. Carried Interest are earned based on fund performance during the period, subject to the achievement of minimum return levels, or high water marks, in accordance with the respective terms set out in each fund's governing agreements. The segment results of investment management include the unrealised income from Carried Interest calculated on an as-if liquidation basis in the segment information as it is a key measure of value creation, a benchmark of the Group's performance and a major factor in the Group's decision making of resource deployment. The revenue adjustments represent the unrealised income from Carried Interest of RMB808,574,000 and RMB149,628,000 for the six months ended June 30, 2020 and 2019 respectively, which are based on the underlying fair value change of the respective funds managed by the Group. The associated expense adjustments represent the proportion of unrealised Carried Interest of RMB624,481,000 and RMB103,420,000 for the six months ended June 30, 2020 and 2019 respectively, that would be payable to fund management teams and other third parties. The unrealised income from Carried Interest is allocated to the general partners based on the cumulative fund performance to date, subject to the achievement of minimum return levels to limited partners on an as-if liquidation basis. At the end of each reporting period, the general partners calculate the income from Carried Interest that would be due to the general partners for each fund, pursuant to the fund agreements, as if the fair value of the underlying investments were realised as of such date, irrespective of whether such amounts have been realised.
As the fair value of underlying investments varies among reporting periods, it is necessary to make adjustments to amounts presented as income from Carried Interest to reflect either (a) positive performance in the period resulting in an increase in the Carried Interest allocated to the general partners or (b) negative performance in the period that would cause the amounts due to the general partners to be less than the amounts previously presented as revenue, resulting in a negative adjustment to the Carried Interest allocated to the general partners. The proportion of Carried Interest recognised that is allocated to fund management teams and other parties (and only payable as a proportion of any Carried Interest received) is included, on a basis consistent with such income from Carried Interest, as an expense in the investment management segment.
However, for the six months ended June 30, 2020 and 2019, except for RMB20,931,000 and RMB32,390,000, respectively, of Carried Interest realised for certain fund, no income from Carried Interest for other funds was recognised as revenue and it will not be recognised until (a) it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur, or (b) the uncertainty associated with the variable consideration is subsequently resolved. All allocations of Carried Interest as an expense are recognised only when the amounts that will eventually be paid out can be reliably measured, which is generally at the later stage of the applicable commitment period when the amounts are contractually payable, or "crystallised".
33
Segment assets and liabilities
Information of segment assets and liabilities that are available for reportable and operating segments are not provided to the CODM for their review. Therefore, no analysis of the Group's assets and liabilities by reportable and operating segments are presented.
Geographical information
The Company is domiciled in the Cayman Islands while the Group mainly operates its businesses in the mainland China and Hong Kong. The geographical information of the total revenues and non-current assets is as follows:
Revenue from external | Non-current assets (note) | ||||||
customers | |||||||
Six months ended June 30, | At June 30, At December 31, | ||||||
2020 | 2019 | 2020 | 2019 | ||||
RMB'000 | RMB'000 | RMB'000 | RMB'000 | ||||
(unaudited) | (unaudited) | (unaudited) | (audited) | ||||
(restated) | |||||||
Mainland China | 409,158 | 546,566 | 1,360,845 | 800,844 | |||
Hong Kong | 107,732 | 59,473 | 37,645 | 45,192 | |||
USA | 22,747 | 20,957 | 13,698 | 15,897 | |||
539,637 | 626,996 | 1,412,188 | 861,933 | ||||
Note: Non-current assets excluded the deferred tax assets and the financial instruments.
Timing of revenue recognition for revenue from contract of customers
Six months ended June 30, | |||
2020 | 2019 | ||
RMB'000 | RMB'000 | ||
(unaudited) | (unaudited) | ||
(restated) | |||
A point of time | 299,516 | 390,521 | |
Over time | 204,707 | 219,327 | |
504,223 | 609,848 | ||
34
4. NET INVESTMENT GAINS | |||
Six months ended June 30, | |||
2020 | 2019 | ||
RMB'000 | RMB'000 | ||
(unaudited) | (unaudited) | ||
(restated) | |||
Net realised and unrealised gains from financial assets at | |||
fair value through profit or loss ("FVTPL") | |||
- Wealth management related products | 17,695 | 13,632 | |
- Asset management schemes | 4,780 | 53,060 | |
- Structured finance related products | 5,702 | 1,188 | |
- Financial bonds | 7,836 | - | |
- Unlisted investment funds at fair value | 22,113 | 31,688 | |
- Listed equity security investments | 141,998 | - | |
Net realised gains from financial assets at | |||
fair value through other comprehensive income ("FVTOCI") | |||
- Financial bonds | - | 8,927 | |
Gross gain from consolidated structured entities | |||
- Asset management schemes | 20,463 | 15,934 | |
Gross gain from investments in associates | |||
measured at fair value | |||
- Investment in funds | 495,193 | 29,861 | |
Net unrealised losses from financial liabilities at FVTPL | |||
- Securities borrowing | (94,498) | - | |
Dividend income from | |||
- Wealth management related products | 6,511 | 3,597 | |
627,793 | 157,887 | ||
35
5. OTHER INCOME, GAINS OR LOSSES | ||||
Six months ended June 30, | ||||
2020 | 2019 | |||
RMB'000 | RMB'000 | |||
(unaudited) | (unaudited) | |||
(restated) | ||||
Government grants (a) | 14,549 | 20,901 | ||
Bank and loans interest income | - | 22,357 | ||
Net exchange (loss) gain | (3,465) | 419 | ||
Gain on disposal of a subsidiary | - | 23,423 | ||
Others (b) | (2,989) | (5,207) | ||
8,095 | 61,893 | |||
Notes:
- The government grants were mainly incentives provided by local government authorities, which primarily included tax incentive awards and industry support funds granted by local government authorities in Shanghai, the People's Republic of China (the "PRC"), based on the Group's contribution to the development of the local financial sector. In addition, the Group recognised government grants of RMB852,000 in respect of Covid-19-related subsidies, of which RMB806,000 related to Employment Support Scheme provided by the Hong Kong government.
- Others mainly included:
An aggregated amount of RMB2,989,000 charitable donations were made by the Group for the six months ended June 30, 2020 (for the six months June 30, 2019: RMB4,932,000).
36
6. INVESTMENT INCOME ARISING FROM CERTAIN INCIDENTAL AND ANCILLARY INVESTMENTS
Six months ended June 30, | ||||
2020 | 2019 | |||
RMB'000 | RMB'000 | |||
(unaudited) | (unaudited) | |||
(restated) | ||||
Passive Investment Income from | ||||
- Equity security investment | - | 6,632 | ||
- Cash management products | - | 1,589 | ||
- Others | - | (2,946) | ||
- | 5,275 | |||
Investment income arising from certain incidental and ancillary investments represents certain passive investments made from time to time, the primary type of which include investments in the form of preferred shares of other companies, and other passive equity holdings in non- associate companies and derivatives.
37
7. INCOME TAX EXPENSE | |||
Six months ended June 30, | |||
2020 | 2019 | ||
RMB'000 | RMB'000 | ||
(unaudited) | (unaudited) | ||
(restated) | |||
Current tax: | |||
Mainland China | 47,675 | 42,769 | |
Hong Kong | 7 | 24 | |
In respect of current period | 47,682 | 42,793 | |
Deferred tax: | |||
- In respect of current period | (3,244) | 5,590 | |
Total income tax expense | 44,438 | 48,383 | |
Mainland China
The applicable tax rate of group entities incorporated in the mainland China is 25%. Certain group entities incorporated in Tibet Autonomous Region are subject to a tax rate of 15% for both six month ended June 30, 2020 and 2019, according to the local preferential tax policies.
Hong Kong
Under the two-tiered profits tax rates regime, the first HK$2 million of profits of the qualifying group entity will be taxed at 8.25%, and profits above HK$2 million will be taxed at 16.5%. The profits of group entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%.
Accordingly, the Hong Kong profits tax of the qualifying group entity is calculated at 8.25% on the first HK$2 million of the estimated assessable profits and at 16.5% on the estimated assessable profits above HK$2 million.
USA
The group entity incorporated in the USA is subject to the federal tax rate at 21% and state income tax rate at 6.5% for both six-month periods ended June 30, 2020 and 2019.
Cayman Islands and British Virgin Islands ("BVI")
The Company and other group entities incorporated in the Cayman Islands are not subject to income or capital gains tax under the law of Cayman Islands. In addition, dividend payments are not subject to withholding tax in the Cayman Islands.
The group entities established in BVI are not subject to income tax or capital gains tax under the law of BVI.
38
8. DIVIDENDS
Six months ended June 30,
2020 2019
RMB'000 RMB'000
(unaudited) (unaudited)
Dividends to shareholders of the Company | 79,896 | - | |
During the six months ended June 30, 2020, a final dividend of RMB15 cents per share in respect of the year ended December 31, 2019 was declared to owners of the Company. The aggregate amount of the final dividend declared in the six months ended June 30, 2020 amounted to RMB79,896,000, and such cash dividend was paid on August 10, 2020.
No dividends were paid, declared or proposed during the six months ended June 30, 2019.
9. EARNINGS PER SHARE
The calculation of basic and diluted earnings per share attributable to the owners of the Company is based on the following data:
Six months ended June 30,
2020 2019 (unaudited) (unaudited)
(restated)
Earnings for the purpose of basic and | |||
diluted earnings per share | |||
Earnings for the period attributable to | |||
owners of the Company (RMB'000) | 407,357 | 176,766 | |
Number of shares | |||
Weighted average number of ordinary shares for the | |||
purpose of basic earnings per share | 491,278,923 | 501,991,058 | |
Effect of dilutive potential ordinary shares: | |||
Share options of the Group | 26,648,750 | 38,448,073 | |
Restricted share units of the Group | 1,963,047 | - | |
Weighted average number of ordinary shares for the | |||
purpose of diluted earnings per share | 519,890,720 | 540,439,131 | |
Basic earnings per share (RMB) | 0.83 | 0.35 | |
Diluted earnings per share (RMB) | 0.78 | 0.33 | |
39
For the six months ended June 30, 2020, the share options and restricted share units granted by the Company have potential dilutive effect on the earnings per share. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding by the assumption of the conversion of all potential dilutive ordinary shares arising from share options and restricted share units granted by the Company. No adjustment is made to earnings.
For the six months ended June 30, 2019, the share options granted by the Company have potential dilutive effect on the earnings per share. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding by the assumption of the conversion of all potential dilutive ordinary shares arising from share options granted by the Company. No adjustment is made to earnings. The computation of diluted earnings per share for the six months ended June 30, 2019 has not considered the effect of restricted share units given that the effects are anti-dilutive.
10. INVESTMENTS IN ASSOCIATES | ||||||||
As at | As at | |||||||
June 30, | December 31, | |||||||
2020 | 2019 | |||||||
RMB'000 | RMB'000 | |||||||
(unaudited) | (audited) | |||||||
Investments in unlisted companies (a) | 63,126 | 64,501 | ||||||
Investments in funds (b) | 1,174,151 | 596,014 | ||||||
1,237,277 | 660,515 | |||||||
(a) Investments in unlisted companies | ||||||||
As at | As at | |||||||
June 30, | December 31, | |||||||
2020 | 2019 | |||||||
RMB'000 | RMB'000 | |||||||
(unaudited) | (audited) | |||||||
Cost of unlisted investments in associates | 107,912 | 107,997 | ||||||
Share of post-acquisition profit or loss and other comprehensive income | (5,501) | (4,000) | ||||||
Impairment loss | (39,026) | (39,026) | ||||||
Exchange adjustments | (259) | (470) | ||||||
63,126 | 64,501 | |||||||
40
-
Investments in funds
The Group invested in associates that are investment funds it manages, and the Group elected to measure investment in these associates at fair value. Details of such investment funds are summarised as follows:
As at | As at | ||
June 30, | December 31, | ||
2020 | 2019 | ||
RMB'000 | RMB'000 | ||
(unaudited) | (audited) | ||
Cost of investments in funds | 521,042 | 438,508 | |
Fair value changes in funds (note) | 629,527 | 140,587 | |
Exchange adjustments | 23,582 | 16,919 | |
1,174,151 | 596,014 | ||
Note: The fair value changes on funds were recorded in the net investment gains in the condensed consolidated statement of profit or loss and other comprehensive income.
11. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
As at | As at | |||
June 30, | December 31, | |||
2020 | 2019 | |||
RMB'000 | RMB'000 | |||
(unaudited) | (audited) | |||
Current | ||||
Unlisted cash management products (Note i) | 2,287,983 | 2,613,525 | ||
Money market funds (Note ii) | 113,233 | 78,370 | ||
Listed financial bonds (Note iii) | 401,018 | 409,451 | ||
Trust products (Note iv) | 27,820 | 121,006 | ||
2,830,054 | 3,222,352 | |||
Non-current | ||||
Trust products (Note iv) | 89,488 | 27,820 | ||
Listed equity security investments (Note v) | 239,804 | 97,806 | ||
Unlisted investment funds at fair value (Note vi) | 449,086 | 414,015 | ||
Unlisted debt security investments (Note vii) | 145,391 | 143,268 | ||
Unlisted equity security investments (Note viii) | 724,717 | 724,517 | ||
Restricted shares arising from investment in Sumscope | ||||
(Note ix) | 2,123 | 2,093 | ||
Call option for obtaining non-controlling interests | ||||
(Note x) | 99,113 | 97,667 | ||
1,749,722 | 1,507,186 | |||
41
Note i: The Group purchased cash management products with expected rates of return per annum ranging from 2.00% to 3.26% as at June 30, 2020 (December 31, 2019: 1.46% to 3.13%). As these cash management products held by the Group were managed within a business model whose objective is to sell these investments and the contractual terms do not give rise on specified dates to cash flow that are solely payments of principal and interest on the principal amount outstanding, they were subsequently measured at FVTPL.
Note ii: The Group invested in money market funds through its consolidated asset management schemes. As these money market funds held by the Group were managed within a business model whose objective is to sell these investments and the contractual terms do not give rise on specified dates to cash flow that are solely payments of principal and interest on the principal amount outstanding, they were subsequently measured at FVTPL.
Note iii: The Group invested in financial bonds with fixed interest rates ranging from 2.90% to 7.20% as at June 30, 2020 (December 31, 2019: 3.60% to 7.20%) and can be traded in the public bonds market at any time and settled at the prevailing market prices. As these financial bonds held by the Group were managed within a business model whose objective is to sell the debt instruments, they were subsequently measured at FVTPL.
Note iv: The Group invested in trust products with expected return rate ranging from 9.50% to 11.0% per annum as at June 30, 2020 (December 31, 2019: 8.50% to 9.85%). As the trust product held by the Group was managed within a business model whose objective is to sell the investment and the contractual terms do not give rise on specified dates to cash flow that are solely payments of principal and interest on the principal amount outstanding, they were subsequently measured at FVTPL.
Note v: These investments represent equity investments in listed companies, and subsequent fair value change of the investments are recorded in the net investment gains in the condensed consolidated statement of profit or loss and other comprehensive income.
Note vi: The fair values of the unlisted investment funds are based on the net asset values of the investment funds reported to the limited partners by the general partners at the end of the reporting period. The fair value changes are recorded in the net investment gains in the condensed consolidated statement of profit or loss and other comprehensive income.
Note vii: These investments represent investments in the preferred shares of unlisted companies, and subsequent fair value change of the investments are recorded in the Passive Investment Income in the condensed consolidated statement of profit or loss and other comprehensive income.
Note viii: These investments represent equity investments in the unlisted companies, and subsequent fair value change of the investments are recorded in the Passive Investment Income in the condensed consolidated statement of profit or loss and other comprehensive income.
Note ix: On May 22, 2018, the Group entered into a series of agreements to (i) subscribe for preferred shares in Sumscope Inc. for an aggregate consideration of approximately US$10 million, (ii) subscribe for a warrant to acquire additional preferred shares in Sumscope Inc. for up to a total investment amount of US$14 million, and
- subscribe for restricted ordinary shares, which shall be vested in accordance with a vesting schedule of four years, twenty-five percent of which shall vest annually in equal instalments over four years as of the execution of the agreements. The investments in preferred shares, warrant and restricted shares are measured at fair value, and changes in fair value are recognised in profit or loss. The warrant was exercised during the year of 2019. The investment in preferred shares are included in "unlisted debt security investments" at FVTPL.
Note x: The Group holds a call option to obtain any non-controlling interests from the non-controlling shareholders of a subsidiary of the Group, China Renaissance Securities (China) Co. Ltd. ("Huajing Securities"), at the book value of the non-controlling interests exercisable at any time after its establishment. The fair value as at June 30, 2020 amounted to RMB99,113,000 (December 31, 2019: RMB97,667,000). The call option is not traded in an active market and the respective fair value is determined by using valuation technique. The fair values has been determined in accordance with Black Scholes model based on fair value of underlying net assets of Huajing Securities and the estimate of the exercisability of the call option.
42
12. ACCOUNTS AND OTHER RECEIVABLES | ||||||
As at | As at | |||||
June 30, | December 31, | |||||
2020 | 2019 | |||||
RMB'000 | RMB'000 | |||||
(unaudited) | (audited) | |||||
Accounts receivables | 123,017 | |||||
- Accounts receivable (Note i) | 139,634 | |||||
- Open trade receivable (Note ii) | 867,602 | 584,285 | ||||
- Receivable on behalf of underwriting clients (Note iii) | 315,361 | - | ||||
Advance to suppliers | 21,555 | 23,126 | ||||
Other receivables | 342,830 | |||||
- Refundable deposits | 95,881 | |||||
- Staff loans | 19,661 | 22,324 | ||||
- Value-added tax recoverable | 7,446 | 7,688 | ||||
Others | 24,638 | 7,896 | ||||
Subtotal | 1,722,110 | 880,834 | ||||
Less: Impairment loss allowance | (1,724) | (1,740) | ||||
Total | 1,720,386 | 879,094 | ||||
Note i: The Group allows an average credit period of 180 days for its customers. The following is an aging analysis of accounts receivables based on invoice dates at the end of the reporting periods:
Aging of accounts receivable (net of impairment loss allowance) | |||
As at | As at | ||
June 30, | December 31, | ||
2020 | 2019 | ||
RMB'000 | RMB'000 | ||
(unaudited) | (audited) | ||
0-30 days | 105,833 | 114,698 | |
31-60 days | 86 | 15,800 | |
61-90 days | 1,840 | 502 | |
91-180 days | 11,707 | 5,873 | |
181-360 days | 2,973 | 1,561 | |
> 360 days | 32 | 214 | |
122,471 | 138,648 | ||
Note ii: Open trade receivable arose from the Group's brokerage business in respect of securities trading. As the Group currently does not have an enforceable right to offset these receivables with corresponding payables to counterparties, the two balances are presented separately.
Note iii: Receivable on behalf of underwriting clients arose from the Group's underwriting business. As the Group currently does not have an enforceable right to offset these receivables with corresponding payables to underwriting clients, the two balances are presented separately.
Details of the impairment assessment are set out in Note 13.
43
13. IMPAIRMENT ASSESSMENT ON FINANCIAL ASSETS SUBJECT TO EXPECTED CREDIT LOSS MODEL
Six months ended June 30, | ||||
2020 | 2019 | |||
RMB'000 | RMB'000 | |||
(unaudited) | (unaudited) | |||
(restated) | ||||
Impairment loss recognised/(reversed) in respect of | ||||
Accounts and other receivables | 200 | (1,497) | ||
Loans to third parties | (1,437) | 391 | ||
Loans to related parties | - | (27) | ||
Amounts due from related parties | 1,443 | 332 | ||
Financial assets at FVTOCI | - | (44) | ||
Other financial assets | (7) | - | ||
199 | (845) | |||
The basis of determining the inputs and assumptions and the estimation techniques used in the condensed consolidated financial statements for the six months ended June 30, 2020 are the same as those followed in the preparation of the Group's annual consolidated financial statements for the year ended December 31, 2019.
14. ACCOUNTS AND OTHER PAYABLES | ||||
As at | As at | |||
June 30, | December 31, | |||
2020 | 2019 | |||
RMB'000 | RMB'000 | |||
(unaudited) | (audited) | |||
Salaries, bonus and other benefit payables | 343,332 | 381,040 | ||
Open trade payable (note) | 867,602 | 584,285 | ||
Payable to brokerage clients (note) | 121,410 | 232,933 | ||
Payable to underwriting clients (note) | 315,361 | - | ||
Other payables | 31,635 | 37,298 | ||
Consultancy fee payables | 20,047 | 18,735 | ||
Carried interests to management team and other parties | 5,438 | 3,561 | ||
Other tax payables | 11,847 | 14,679 | ||
Accrued listing expenses and issue costs | 251 | 2,016 | ||
Accrued expenses | 19,920 | 12,243 | ||
Dividend payable | 79,896 | - | ||
1,816,739 | 1,286,790 | |||
Note: No aging analysis is disclosed. In the opinion of the directors of the Company, the aging analysis does not give additional value to the readers of these condensed consolidated financial statements in view of the nature of these business.
44
-
BANK BORROWINGS
During the current interim period, the Group obtained new bank loans amounting to RMB202,340,000 (six months ended June 30, 2019: nil) and repaid bank loans amounting to RMB147,256,000 (six months ended June 30, 2019: nil). The loans carry interest at fixed market rates per annum ranging from 2.19375% to 5.90% are repayable in instalments over a period within one year. The proceeds were used for daily operation for the Group. - SHARE CAPITAL
Nominal | ||||||||||
Number of | value | Share | ||||||||
shares | per share | capital | ||||||||
US$ | US$ | |||||||||
Authorised | ||||||||||
At January 1, 2019, January 1, 2020 and | ||||||||||
June 30, 2020 | 2,000,000,000 | 0.000025 | 50,000 | |||||||
Amount | ||||||||||
shown | ||||||||||
Nominal | in the | |||||||||
Number of | value | Share | financial | |||||||
shares | per share | capital | statements | |||||||
US$ | US$ | RMB | ||||||||
Issued and fully paid | ||||||||||
At January 1, 2019 | 543,863,412 | 0.000025 | 13,597 | 89,228 | ||||||
Shares repurchased and cancelled | (3,878,400) | 0.000025 | (97) | (668) | ||||||
Exercise of share options | 1,394,000 | 0.000025 | 35 | 240 | ||||||
At January 1, 2020 | 541,379,012 | 0.000025 | 13,535 | 88,800 | ||||||
Shares repurchased and cancelled | ||||||||||
(note) | (8,737,800) | 0.000025 | (218) | (1,546) | ||||||
Exercise of share options | 2,223,500 | 0.000025 | 56 | 394 | ||||||
At June 30, 2020 | 534,864,712 | 13,373 | 87,648 | |||||||
45
As at | As at | ||
June 30, | December 31, | ||
2020 | 2019 | ||
RMB'000 | RMB'000 | ||
(unaudited) | (audited) | ||
Presented as | 88 | 89 | |
Note:
Out of 8,747,400 ordinary shares repurchased during the six months ended June 30, 2020, 8,727,800 shares were cancelled while the remaining 19,600 ordinary shares were cancelled in July 2020. Besides, 10,000 shares repurchased in December 2019 and cancelled in February 2020.
17. COMPARATIVE FIGURES
The condensed consolidated statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the six-month ended June 30, 2019, and certain explanatory notes have been restated to conform with the current period presentation.
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PUBLICATION OF THE INTERIM RESULTS ANNOUNCEMENT AND INTERIM REPORT
This interim results announcement is published on the website of the Stock Exchange at www.hkexnews.hk and the website of the Company at www.huaxing.com. The interim report of the Group for the six months ended June 30, 2020 will be published on the aforesaid websites of the Stock Exchange and the Company and will be dispatched to the Shareholders in due course.
By order of the Board
China Renaissance Holdings Limited
Bao Fan
Chairman and Executive Director
Hong Kong, August 21, 2020
As at the date of this announcement, the Board comprises Mr. Bao Fan as Chairman and Executive Director, Mr. Xie Yi Jing and Mr. Du Yongbo as Executive Directors, Mr. Li Shujun, Mr. Li Eric Xun and Mr. Liu Xing as Non-executive Directors, and Ms. Yao Jue, Mr. Ye Junying and Mr. Zhao Yue as Independent Non- executive Directors.
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China Renaissance Holdings Ltd. published this content on 21 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 August 2020 09:39:09 UTC