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SUN KONG HOLDINGS LIMITED
申港控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8631)
SUPPLEMENTAL ANNOUNCEMENT
IN RELATION TO THE ANNUAL REPORT
FOR THE YEAR ENDED 31 MARCH 2019
Reference is made to (i) the prospectus of Sun Kong Holdings Limited (the "Company", together with its subsidiaries, the "Group") dated 21 December 2018 (the "Prospectus") in respect of the listing (the "Listing" of the shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"); (ii) the annual report of the Company for the year ended 31 March 2019 published on 27 June 2019 (the "Annual Report"); and (iii) the announcement of the Company dated 3 July 2020 (the "UOP Announcement") in relation to the change in use of net proceeds from the Listing. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Annual Report.
USE OF PROCEEDS
Further to the information disclosed in the Annual Report, the board (the "Board") of directors (the "Directors") of the Company would like to provide the following additional information regarding the Net Proceeds from the Listing pursuant to Rule 18.32(8) of the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the "GEM Listing Rules").
Proposed use of Net Proceeds at the time of the Listing
As disclosed in the Prospectus, the Net Proceeds were intended to be used for the following purposes:
- approximately HK$15.0 million, representing approximately 43.1% of the Net Proceeds, will be used for purchasing six diesel tank wagons;
- approximately HK$12.5 million, representing approximately 35.9% of the Net Proceeds, will be used for expanding the manpower of the Group, including recruitment of four drivers, one administrative staff, two accounting staff, one safety manager and two logistic assistants;
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- approximately HK$5.0 million, representing approximately 14.4% of the Net Proceeds, will be used for upgrading the information technology systems of the Group; and
- the remaining balance of approximately HK$2.3 million, representing approximately 6.6% of the Net Proceeds, will be used for general working capital of the Group.
Utilisation of Net Proceeds
The table below sets out the (i) percentage and the intended allocation of total Net Proceeds; (ii) the utilised and unutilised Net Proceeds up to 31 March 2019; and (iii) the expected timeline for fully utilising the unutilised amount as at 31 March 2019:
Intended | Approximate | Utilised | Unutilised | Expected timeline | ||||||
allocation of | percentage | Net Proceeds | Net Proceeds | for fully utilising the | ||||||
total Net | of total | up to | up to | unutilised amount as at | ||||||
Use of Net Proceeds | Proceeds | Net Proceeds | 31 March 2019 | 31 March 2019 | 31 March 2019 (Note) | |||||
HK$ million | HK$ million | HK$ million | ||||||||
Purchase of diesel tank wagons | 15.0 | 43.1% | 2.9 | 12.1 | By 31 | March 2021 | ||||
Expand manpower | 12.5 | 35.9% | 0.1 | 12.4 | By 30 | September 2023 | ||||
Upgrade information technology | 5.0 | 14.4% | nil | 5.0 | By 31 | March 2020 | ||||
systems | ||||||||||
Working capital | 2.3 | 6.6% | 2.3 | nil | N/A | |||||
34.8 | 100% | 5.3 | 29.5 | |||||||
Note: The expected timeline for utilising the unutilised Net Proceeds is based on the best estimation of the future market conditions made by the Group. It may be subject to change based on the current and future development of market conditions.
Purchase of diesel tank wagons
During the year ended 31 March 2019 (the "Reporting Period"), the Group had purchased two new diesel tank wagons to replace two existing diesel tank wagons which was consistent with the Group's implementation plan in respect of the total number of diesel tank wagons to be purchased by 31 March 2019 as disclosed in the Prospectus. As at 31 March 2019, approximately 19.3% of the Net Proceeds allocated for such purpose had been utilised and it is expected that the unutilised amount will be fully utilised by 31 March 2021.
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Expand manpower
During the Reporting Period, the Group had hired two drivers and a senior accountant. In addition to hiring two drivers and an accounting staff, it was disclosed in the Prospectus that the Group intended to hire one administrative staff, one additional accounting staff, one safety manager and two logistic assistants by 31 March 2019. Despite the Group's effort in actively recruiting and interviewing potential candidates, the Group was unable to find other suitable candidates for the above positions but will continue to recruit potentials. As at 31 March 2019, approximately 0.8% of the Net Proceeds allocated for such purpose had been utilised and it is expected that the unutilised amount of Net Proceeds allocated to expand manpower of the Group will be fully utilised by 30 September 2023.
Upgrade information technology systems
During the Reporting Period, the Group was still in negotiation with the potential suppliers on the requirements and specification of the new office administrative information technology systems. As at 31 March 2019, approximately nil% of the Net Proceeds allocated for such purpose had been utilised and it is expected to be fully utilised by 31 March 2020. Further to the UOP announcement, please refer to note 2 in the table below for the revised expected timeline of full utilisation.
Working capital
As at 31 March 2019, the Group had already fully utilised the amount of Net Proceeds allocated to general working capital of the Group in financing the cost of services and the daily operations of the Group, which represents approximately 6.6% of the Net Proceeds.
Change in use of Net Proceeds
Subsequent to the publication of the Annual Report, as disclosed in the UOP Announcement, the Board after taking into account the outbreak of the coronavirus disease (the "COVID-19") worldwide, the global and local economic activities have been contracting as the governments globally and of the Hong Kong Special Administrative Region have implemented various measures such as travel and transportation restrictions to prevent the spread of COVID-19. Due to these measures, the market demand for diesel oil in Hong Kong was reduced and the supply and logistic chains have also been disrupted as a result.
For the year ended 31 March 2020 and up to the date of the UOP Announcement, the Company considered that increase in the Group's general working capital would enable the Group to maintain a healthy financial position and support its business operation. The Directors consider it prudent to enhance its working capital and liquidity position.
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As at the 31 March 2019, the Group had fully utilised the amount of Net Proceeds allocated for the Group's working capital in the sum of approximately HK$2.3 million. The Directors are of the view that it will be in the interest of the Group to re-allocate the unutilised Net Proceeds of HK$10.8 million which was originally allocated to expand manpower of the Group to working capital of the Group (the "Change in UOP").
The table below sets out (i) the intended allocation of Net Proceeds as disclosed in the Prospectus;
- the utilised and unutilised Net Proceeds up to the date of the UOP Announcement; (iii) the revised allocation of the Net Proceeds after the Change in UOP; (iv) the amount of unutilised Net Proceeds after the Change in UOP as at the date of UOP Announcement; and (v) the expected timeline for fully utilising the unutilised amount as at the date of this supplemental announcement:
Expected | |||||||||||||||||
timeline for | |||||||||||||||||
Unutilised | fully utilising | ||||||||||||||||
Net Proceeds | the unutilised | ||||||||||||||||
Utilised Net | Unutilised Net | after the | amount as at | ||||||||||||||
Proceeds up | Proceeds up | Change in | the date of | ||||||||||||||
to the date of | to the date of | Revised allocation of | UOP as at the | supplemental | |||||||||||||
Intended allocation of | the UOP | the UOP | the Net Proceeds | date of UOP | announcement | ||||||||||||
Use of Net Proceeds | total Net Proceeds | Announcement | Announcement | after the Change in UOP | Announcement | (Note 1) | |||||||||||
% of | % of | ||||||||||||||||
HK$ million | net proceeds | HK$ million | HK$ million | HK$ million | net proceeds | HK$ million | |||||||||||
Purchase of diesel tank wagons | 15.0 | 43.1% | 10.1 | 4.9 | 15 | 43.1% | 4.9 | By 31 March 2021 | |||||||||
Expand manpower system | 12.5 | 35.9% | 1.7 | 10.8 | 1.7 | 4.9% | nil | N/A | |||||||||
By 31 March 2021 | |||||||||||||||||
Upgrade information technology | 5.0 | 14.4% | nil | 5.0 | 5.0 | 14.4% | 5.0 | (Note 2) | |||||||||
Working capital | 2.3 | 6.6% | 2.3 | nil | 13.1 | 37.6% | nil | N/A | |||||||||
Total | 34.8 | 100% | (14.1) | 20.7 | 34.8 | 100% | 9.9 | ||||||||||
Note:
- The expected timeline for utilising the unutilised Net Proceeds is based on the best estimation of the future market conditions made by the Group. It may be subject to change based on the current and future development of market conditions.
- As disclosed above, the Group planned to utilise approximately HK$5.0 million of the Net Proceeds for upgrading the information technology systems of the Group and such proposal was still in negotiation with the potential suppliers on the requirements and specification of the new office administrative information technology systems as at 31 March 2020, the original expected timeline as set out in the Prospectus. Nonetheless, the Company will continue to adopt a prudent approach for such purpose and will continue to apply the Net Proceeds in accordance with the proceeds allocation set out in the Prospectus and it is expected to be fully utilised by 31 March 2021 as set out in the above table. Save as disclosed above, the Directors are not aware of any material change to the implementation plans in relation to the Net Proceeds as stated in the Prospectus.
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As disclosed in the UOP Announcement, the Board will continuously assess the implementation plans for the intended allocation of the Net Proceeds as set out in the Prospectus, the annual reports and interim reports of the Company, and may revise or amend such implementation plans where necessary, to cope with the changing market conditions and strive for better business performance for the Group. Please refer to the UOP Announcement for further details of the Change in UOP.
Save as disclosed above, the Net Proceeds (other than the amount of unutilised Net Proceeds) have been utilised in the manner and proportions as disclosed in the Prospectus.
The Board confirms that the above additional information does not affect other information contained in the Annual Report. Save as disclosed above, all other information in the Annual Report remains unchanged.
By order of the Board
Sun Kong Holdings Limited
Law Ming Yik
Chairman and executive Director
Hong Kong, 18 August 2020
As at the date of this announcement, the executive Directors are Mr. LAW Ming Yik (chairman) and Mr. LI Isaiah (chief executive officer); and the independent non-executive Directors are Mr. FENN David, Mr. WONG Ka Chun, Matthew and Mr. HO Cheung Kong.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
This announcement will remain on GEM's website at www.hkgem.com on the "Latest Listed Company Information" page for at least 7 days from the date of its posting. This announcement will also be published on the Company's website at www.skhl.com.hk.
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Sun Kong Holdings Ltd. published this content on 18 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 August 2020 22:37:05 UTC