AI assistant
ISP Global Limited — Interim / Quarterly Report 2021
Feb 11, 2021
51468_rns_2021-02-11_709f7d56-1bde-4437-ad81-9504d70d5c1b.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
ISP Global Limited
(incorporated in the Cayman Islands with limited liability)
Stock Code: 8487
Interim Report 2020/2021
==> picture [133 x 95] intentionally omitted <==
CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
This report, for which the directors (the “ Directors ”) of ISP Global Limited (the “ Company ”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange (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 report 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 report misleading.
==> picture [132 x 95] intentionally omitted <==
CONTENTS
| CONTENTS | |
|---|---|
| Unaudited Consolidated Statement | |
| of Profit or Loss and Other | |
| Comprehensive Income | 3 |
| Unaudited Consolidated Statement | |
| of Financial Position | 6 |
| Unaudited Consolidated Statement | |
| of Changes in Equity | 8 |
| Unaudited Condensed Consolidated | |
| Cash Flow Statement | 10 |
| Notes to the Unaudited Condensed | |
| Consolidated Financial Statements | 12 |
| Management Discussion and Analysis | 36 |
| Disclosure of Interests and Other | |
| Information | 53 |
UNAUDITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the three months and six months ended 31 December 2020
UNAUDITED INTERIM RESULTS
The unaudited consolidated interim results of the Company and its subsidiaries (collectively referred to as the “ Group ”) for the three months and six months ended 31 December 2020, together with the unaudited comparative figures for the corresponding periods in 2019, are as follows:
| Notes ` |
Three months ended 31 December Six months ended 31 December 2020 2019 2020 2019 S$ S$ S$ S$ (Unaudited) (Unaudited) (Unaudited) (Unaudited) |
|---|---|
| Revenue 3 Costs of sales/services Gross profit Other income Administrative expenses Other gains and losses 4 Share of loss in associates Finance costs 5 Profit (loss) before taxation 6 Income tax (expense) recovered 7 Profit (loss) for the period |
3,532,502 1,815,668 4,581,675 3,925,884 (2,614,539) (1,050,613) (3,163,344) (2,451,199) |
| 917,963 765,055 1,418,331 1,474,685 129,580 27,956 248,436 52,456 (856,894) (769,421) (1,450,612) (1,366,800) (48,585) (137,530) (220,883) (29,430) (15,958) – (15,958) – (5,624) (8,947) (12,286) (18,202) |
|
| 120,482 (122,887) (32,972) 112,709 (13,742) (48,762) 44,159 (54,688) |
|
| 106,740 (171,649) 11,187 58,021 |
ISP Global Limited · Interim Report 2020/2021 3
UNAUDITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the three months and six months ended 31 December 2020
| Notes ` |
Three months ended 31 December Six months ended 31 December 2020 2019 2020 2019 S$ S$ S$ S$ (Unaudited) (Unaudited) (Unaudited) (Unaudited) |
|---|---|
| Other comprehensive income, after tax Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations Total comprehensive income (loss) for the period Profit (loss) for the period attributable to: Owners of the Company Non-Controlling Interest Profit (loss) for the period |
7,666 52 6,575 15 |
| 114,406 (171,597) 17,762 58,036 |
|
| 52,737 (171,649) (42,816) 58,021 54,003 – 54,003 – |
|
| 106,740 (171,649) 11,187 58,021 |
4 ISP Global Limited · Interim Report 2020/2021
UNAUDITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the three months and six months ended 31 December 2020
| Notes ` |
Three months ended 31 December Six months ended 31 December 2020 2019 2020 2019 S$ S$ S$ S$ (Unaudited) (Unaudited) (Unaudited) (Unaudited) |
|---|---|
| Total comprehensive income (loss) for the period attributable to: Owners of the Company Non-Controlling Interest Total comprehensive income (loss) for the period Earnings (losses) per share Basic and diluted (S$ cents per share) 8 |
61,261 (171,597) (35,383) 58,036 53,145 – 53,145 – |
| 114,406 (171,597) 17,762 58,036 |
|
| 0.01 (0.02) (0.01) 0.01 |
Details of dividends of the Company are set out in note 9.
ISP Global Limited · Interim Report 2020/2021 5
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 December 2020
| Notes As at 31 December 2020 As at 30 June 2020 S$ S$ (Unaudited) (Audited) |
Notes As at 31 December 2020 As at 30 June 2020 S$ S$ (Unaudited) (Audited) |
|---|---|
| ASSETS Non-current assets Property, plant and equipment 10 Pledged bank deposits 15 Investments in associates Goodwill on consolidation 14 Total non-current assets Current assets Inventories Trade receivables 11 Other receivables, deposits and prepayments 12 Contract assets 13 Bank balances and cash 15 Total current assets Total assets |
4,599,377 4,817,053 206,947 206,947 171,430 – 259,668 – |
| 5,237,422 5,024,000 |
|
| 2,203,615 547,592 2,315,549 1,434,658 2,912,836 181,631 43,975 40,415 9,843,971 10,022,877 |
|
| 17,319,946 12,227,173 |
|
| 22,557,368 17,251,173 |
6 ISP Global Limited · Interim Report 2020/2021
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2020
| As at | As at | ||
|---|---|---|---|
| 31 December | 30 June | ||
| Notes | 2020 | 2020 | |
| S$ | S$ | ||
| (Unaudited) | (Audited) | ||
| LIABILITIES AND EQUITY | |||
| Current liabilities | |||
| Trade and other payables | 16 | 5,946,866 | 548,673 |
| Contract liabilities | 13 | 55,626 | 55,012 |
| Borrowings due within | |||
| one year | 17 | 166,420 | 169,453 |
| Income tax payable | 177,612 | 277,919 | |
| Total current liabilities | 6,346,524 | 1,051,057 | |
| Non-current liabilities | |||
| Borrowings due after | |||
| one year | 17 | 1,152,557 | 1,231,318 |
| Deferred tax liabilities | 18 | 34,498 | 62,327 |
| Total non-current liabilities | 1,187,055 | 1,293,645 | |
| Capital and reserves | |||
| Share capital | 19 | 1,372,630 | 1,372,630 |
| Reserves | 13,498,458 | 13,533,841 | |
| Non-controlling interest | 152,701 | – | |
| Total equity | 15,023,789 | 14,906,471 | |
| Total liabilities and equity | 22,557,368 | 17,251,173 |
ISP Global Limited · Interim Report 2020/2021
7
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 31 December 2020
| Attributable to equity shareholders of the Company Share capital Share premium Merger reserve Translation reserves Accumulated profits Equity attributable to owners of the company Non- Controlling Interest Total S$ S$ S$ S$ S$ S$ S$ S$ (Note i) |
|
|---|---|
| Balance at 1 July 2020 (Audited) Total comprehensive income (loss) for the period Profit (loss) for the period Other comprehensive income (loss) for the period Total Non-controlling interest, arising from acquisition of a subsidiary representing transactions with owners, recognised directly in equity Balance at 31 December 2020 (Unaudited) |
1,372,630 8,593,078 524,983 516 4,415,264 14,906,471 – 14,906,471 – – – – (42,816) (42,816) 54,003 11,187 – – – 7,433 – 7,433 (858) 6,575 |
| – – – 7,433 (42,816) (35,383) 53,145 17,762 |
|
| – – – – – – 99,556 99,556 |
|
| 1,372,630 8,593,078 524,983 7,949 4,372,448 14,871,088 152,701 15,023,789 |
8
ISP Global Limited · Interim Report 2020/2021
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 31 December 2019
| Attributable to equity shareholders of the Company Share capital Share premium Merger reserve Translation reserves Accumulated profits Total S$ S$ S$ S$ S$ S$ (Note i) |
|
|---|---|
| Balance at 30 June 2019 1,372,630 8,593,078 524,983 – 4,183,552 14,674,243 Effects of adopting IFRS 9 – – – – (81,157) (81,157) Effects of adopting IFRS 15 – – – – (72,905) (72,905) Balance at 1 July 2019 (Audited) 1,372,630 8,593,078 524,983 – 4,029,490 14,520,181 Total comprehensive income Profit for the period, attributable to the owners of the Company – – – – 64,385 64,385 Other comprehensive income for the period – – – 176 – 176 Total comprehensive income – – – 176 64,385 64,561 Balance at 31 December 2019 (Unaudited) 1,372,630 8,593,078 524,983 176 4,093,875 14,584,742 Note: |
1,372,630 8,593,078 524,983 – 4,183,552 14,674,243 – – – – (81,157) (81,157) – – – – (72,905) (72,905) |
| – – – 176 64,385 64,561 |
|
| 1,372,630 8,593,078 524,983 176 4,093,875 14,584,742 |
|
(i) Merger reserve represents the difference between the nominal value of the shares issued by the Company in exchange for the nominal value of the share capital of its subsidiaries arising from the corporate reorganisation undertaken in the preparation for the listing of the Company’s share (the “ Shares ”) on GEM of the Stock Exchange.
9
ISP Global Limited · Interim Report 2020/2021
UNAUDITED CONDENSED CONSOLIDATED CASH FLOW STATEMENT
For the six months ended 31 December 2020
| Six months ended | Six months ended | |
|---|---|---|
| 31 December | ||
| 2020 | 2019 | |
| S$ | S$ | |
| (Unaudited) | (Unaudited) | |
| Operating activities | ||
| (Loss)profit before taxation | (35,383) | 112,709 |
| Adjustments for: | ||
| Share of losses of associates | 15,958 | – |
| Depreciation of property, plant | ||
| and equipment | 266,410 | 262,685 |
| Unrealised foreign exchange loss | 45,376 | 18,460 |
| Impairment losses, net of reversals, | ||
| on financial assets and | ||
| other items subject to ECL | 41,058 | – |
| Interest income | (6,430) | (52,456) |
| Finance costs | 12,286 | 18,202 |
| Operating cash flows before | ||
| movements in working capital | 339,275 | 359,600 |
| Movements in working capital | ||
| Increase in trade receivables | (921,949) | (478,269) |
| Increase in other receivables, | ||
| deposits and prepayments | (2,731,205) | (38,947) |
| (Increase) decrease in contract | ||
| assets | (3,560) | 49,060 |
| Decrease in contract costs | – | 36,000 |
| Increase in inventories | (1,656,023) | (39,290) |
| Increase (decrease) in contract | ||
| liabilities | 614 | (31,411) |
| Increase in trade and | ||
| other payables | 5,398,193 | 169,190 |
| Cash generated from operations | 425,345 | 25,933 |
| Interest received | 6,430 | 52,456 |
| Income tax paid | (83,977) | (109,069) |
10 ISP Global Limited · Interim Report 2020/2021
UNAUDITED CONDENSED CONSOLIDATED CASH FLOW STATEMENT
For the six months ended 31 December 2020
| Six months ended | Six months ended | |
|---|---|---|
| 31 December | ||
| 2020 | 2019 | |
| S$ | S$ | |
| (Unaudited) | (Unaudited) | |
| Net cash generated from (used in) | ||
| operating activities | 347,798 | (30,680) |
| Investing activities | ||
| Acquisition of property, plant and | ||
| equipment | (48,342) | (25,692) |
| Additions to investment in associates | (188,570) | – |
| Net cash used in investing activities | (236,912) | (25,692) |
| Financing activities | ||
| Repayment of borrowings | (81,794) | (78,030) |
| Interest paid | (12,286) | (28,295) |
| Net cash used in financing activities | (94,080) | (106,325) |
| Net increase (decrease) in cash and | ||
| cash equivalents | 16,806 | (162,697) |
| Cash and cash equivalents at | ||
| beginning of the period | 10,022,877 | 9,675,472 |
| Effect of foreign exchange rate | ||
| changes on the balance of | ||
| cash held in foreign currencies | (195,712) | (19,080) |
| Cash and cash equivalents at end | ||
| of the period represented | ||
| by bank balances and cash | 9,843,971 | 9,493,695 |
ISP Global Limited · Interim Report 2020/2021 11
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
ISP Global Limited was incorporated and registered as an exempted Company in the Cayman Islands with limited liability on 21 July 2017 and its registered office is Clifton House, 75 Fort Street, P.O. Box 1350, Grand Cayman KY1-1108, Cayman Islands. The Company was registered with the Registrar of Companies in Hong Kong as a non-Hong Kong company under Part 16 of the Companies Ordinance (Chapter 622 of the laws of Hong Kong) on 8 September 2017 and the principal place of business in Hong Kong registered is Suites 1801-03, 18/F, One Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong. The head office and principal place of business of the Group is at No. 3 Ang Mo Kio Street 62, #01-39, LINK@AMK, Singapore 569139. The Shares have been listed on GEM of the Stock Exchange with effect from 16 January 2018.
The Company is an investment holding company and the principal activities of its operating subsidiaries are sale of sound and communication systems and related services, provision of integrated services of sound and communication systems, provision of alert alarm system services in Singapore, and provision of e-commerce services.
The unaudited condensed consolidated financial statements are presented in Singapore Dollars (“ S$ ”), which is also the functional currency of the Company.
The unaudited condensed consolidated financial statements are approved by the board of Directors (the “ Board ”) on 11 February 2021.
12 ISP Global Limited · Interim Report 2020/2021
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. BASIS OF PREPARATION AND APPLICATION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS
For the purpose of preparing and presenting the unaudited condensed consolidated financial statement for the reporting period, the Group has consistently applied IFRSs that are effective for the financial year beginning on 1 July 2020 throughout the reporting period. At the date of issuance of this report, the Group has not applied the following new IFRSs, amendments to IFRSs, amendments to International Accounting Standards (“ IASs ”), and the new interpretations that have been issued but are not yet effective:
Amendments to References to the Conceptual Framework in IFRSs[1]
Amendments resulting from Annual Improvements to IFRS Standards 2018-2020[1]
- Effective for annual periods beginning on or after 1 January 2022, with early application permitted.
ISP Global Limited · Interim Report 2020/2021 13
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. REVENUE AND SEGMENT INFORMATION
Revenue represents the fair value of amounts received and receivable from (1) sale of sound and communication systems and related services (“ Sale of Sound and Communication Systems and Related Services ”), (2) provision of integrated services of sound and communication systems, which includes installation and customisation of sound and communication systems in buildings in Singapore (“ Integrated Services of Sound and Communication Systems ”), (3) provision of alert alarm system services (“ Alert Alarm System Services ”), (4) provision E-commerce services (“ E-commerce ”) to external customers. An analysis of the Group’s revenue is as follows:
| Three months ended 31 December Six months ended 31 December 2020 2019 2020 2019 S$ S$ S$ S$ (Unaudited) (Unaudited) (Unaudited) (Unaudited) |
|
|---|---|
| Revenue from: Sale of Sound and Communication Systems and Related Services Integrated Services of Sound and Communication Systems Alert Alarm System Services E-commerce |
1,126,164 1,278,352 1,846,451 2,954,620 – 318,430 110,000 533,492 218,886 218,886 437,772 437,772 2,187,452 – 2,187,452 – |
| 3,532,502 1,815,668 4,581,675 3,925,884 |
14 ISP Global Limited · Interim Report 2020/2021
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. REVENUE AND SEGMENT INFORMATION (Cont’d)
Information about the Major Customers
Revenue from external customers contributing over 10% of total revenue of the Group are as follows:
| Six months ended 31 December | Six months ended 31 December | |
|---|---|---|
| 2020 | 2019 | |
| S$ | S$ | |
| (Unaudited) | (Unaudited) | |
| Customer I | –^ | 539,832 |
| Customer II | –^ | 519,830 |
| Customer III | –^ | 439,172 |
^ For the six months ended 31 December 2020, the corresponding revenue from that customer did not amount to more than 10% of total Group revenue for the period.
ISP Global Limited · Interim Report 2020/2021 15
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. REVENUE AND SEGMENT INFORMATION (Cont’d)
Geographical information
The Group revenue from customers and information about its specified non-current assets, comprising property, plant and equipment, goodwill on consolidation, and interest in an associate, by geographical location are detailed below.
a) Revenue from external customers
| Three months ended 31 December Six months ended 31 December 2020 2019 2020 2019 S$ S$ S$ S$ (Unaudited) (Unaudited) (Unaudited) (Unaudited) |
|
|---|---|
| Singapore China |
1,345,050 1,815,668 2,394,223 3,925,884 2,187,452 – 2,187,452 – |
| 3,532,502 1,815,668 4,581,675 3,925,884 |
b) Non-current assets
| As at 31 December 2020 As at 30 June 2020 S$ S$ (Unaudited) (Unaudited) |
|
|---|---|
| Singapore China Malaysia |
4,802,170 5,024,000 431,098 – 4,154 – |
| 5,237,422 5,024,000 |
16 ISP Global Limited · Interim Report 2020/2021
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4. OTHER GAINS AND LOSSES
| Three months ended 31 December Six months ended 31 December 2020 2019 2020 2019 S$ S$ S$ S$ (Unaudited) (Unaudited) (Unaudited) (Unaudited) |
|
|---|---|
| Net foreign exchange loss Loss (reversed) recognised on expected credit losses (“ECL”) on trade receivables |
79,928 121,904 179,825 24,699 (31,343) 15,626 41,058 4,731 |
| 48,585 137,530 220,883 29,430 |
5. FINANCE COSTS
| Three months ended | Three months ended | Six months | ended | ||
|---|---|---|---|---|---|
| 31 December | 31 December | ||||
| 2020 | 2019 | 2020 | 2019 | ||
| S$ | S$ | S$ | S$ | ||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||
| Interest | on: | ||||
| Banking | borrowings | 5,624 | 8,947 | 12,286 | 18,202 |
ISP Global Limited · Interim Report 2020/2021 17
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6. PROFIT (LOSS) BEFORE TAXATION
Profit (loss) before income tax is arrived at after charging/ (crediting):
| Three months ended 31 December Six months ended 31 December 2020 2019 2020 2019 S$ S$ S$ S$ (Unaudited) (Unaudited) (Unaudited) (Unaudited) |
|
|---|---|
| Depreciation of property, plant and equipment (Note a) 133,741 131,708 266,410 262,685 Directors’ remuneration 234,660 299,902 442,530 531,959 Other staff costs – Salaries, wages and other benefit 469,507 510,705 860,131 1,035,358 – Defined contribution plans, including retirement benefits 22,231 20,207 42,433 38,541 – Foreign worker levy and skill development levy 40,002 66,463 44,495 136,432 Total staff costs (inclusive of Directors’ remuneration) (Note b) 766,400 897,277 1,389,589 1,742,290 Cost of materials recognised as costs of sales/services 2,150,627 485,385 2,279,495 1,197,263 Subcontractor costs recognised as costs of sales/services 24,036 48,270 68,396 154,836 |
133,741 131,708 266,410 262,685 |
| 234,660 299,902 442,530 531,959 469,507 510,705 860,131 1,035,358 22,231 20,207 42,433 38,541 40,002 66,463 44,495 136,432 |
|
| 2,150,627 485,385 2,279,495 1,197,263 24,036 48,270 68,396 154,836 |
Notes:
-
a. For the Relevant Period, depreciation of S$198,149 (period ended 31 December 2019: S$198,149) is included in costs of sales/services.
-
b. For the Relevant Period, staff costs of S$617,305 (period ended 31 December 2019: S$900,952) is included in costs of sales/services.
18 ISP Global Limited · Interim Report 2020/2021
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
7. INCOME TAX EXPENSE (RECOVERED)
Singapore corporate income tax has been provided at the rate of 17% (six months ended 31 December 2019: 17%). Singapore corporate income tax has been provided at the rate of 17%. The People’s Republic of China (“ PRC ”) corporate income tax has been provided at the rate of 25%. A breakdown of the income tax expenses is as follows:
| Three months ended 31 December Six months ended 31 December 2020 2019 2020 2019 S$ S$ S$ S$ (Unaudited) (Unaudited) (Unaudited) (Unaudited) |
|
|---|---|
| Current tax expense (recovered) – Singapore corporate income tax Current tax – PRC corporate income tax Deferred tax |
21,714 66,871 (22,166) 90,906 5,836 – 5,836 – (13,808) (18,109) (27,829) (36,218) |
| 13,742 48,762 (44,159) 54,688 |
ISP Global Limited · Interim Report 2020/2021 19
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
8. EARNINGS (LOSSES) PER SHARE FOR THE PERIOD
| Three months ended 31 December Six months ended 31 December 2020 2019 2020 2019 S$ S$ S$ S$ (Unaudited) (Unaudited) (Unaudited) (Unaudited) |
|
|---|---|
| Profit (loss) for the period attributable to owners of the Company Weighted average number of ordinary shares (’000) (Note (a)) Basic and diluted earnings (losses) per share (S$ cents per share) |
52,737 (171,649) (42,816) 58,021 800,000 800,000 800,000 800,000 |
| 0.01 (0.02) (0.01) 0.01 |
Note:
- (a) The calculation of basic earnings (losses) per share is based on the profit (loss) for the period attributable to owners of the Company and the weighted average number of shares in issue.
The diluted earnings (losses) per share is equal to the basic earnings (losses) per share as there were no dilutive potential ordinary shares in issue during the respective periods.
20 ISP Global Limited · Interim Report 2020/2021
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
9. DIVIDENDS
No dividends have been proposed or paid by the Company or any of its subsidiaries during the six months ended 31 December 2020 (six months ended 31 December 2019: Nil).
10. PROPERTY, PLANT AND EQUIPMENT
During the six months ended 31 December 2020, the Group acquired equipment amounting to approximately S$48,342 (six months ended 31 December 2019: S$25,692).
11. TRADE RECEIVABLES
As of the end of the reporting period, the aging analysis of trade receivables (which are included in trade and other receivables), based on the invoice date, is as follows:
| As at | As at | |
|---|---|---|
| 31 December | 30 June | |
| 2020 | 2020 | |
| S$ | S$ | |
| (Unaudited) | (Audited) | |
| Trade receivables | 2,369,739 | 1,464,362 |
| Unbilled revenue (Note) | 54,632 | 38,060 |
| Loss allowance | (108,822) | (67,764) |
| 2,315,549 | 1,434,658 |
ISP Global Limited · Interim Report 2020/2021 21
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
11. TRADE RECEIVABLES (Cont’d)
Note: Unbilled revenue relates to accrued revenue for which the contract works has been performed before period end but no billing has been raised to customers. The Group’s rights of the unbilled revenue are unconditional.
The Group grants credit terms to customers typically between 30 to 90 days (30 June 2020: 30 to 90 days) from the invoice date for trade receivables. The Group does not charge interest nor hold any collateral over these balances.
In 2020, the loss allowance for trade receivables is measured at an amount equal to lifetime ECL. The ECL on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.
There has been no change in the estimation techniques or significant assumptions made during the current reporting period.
A trade receivable is written off when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery.
22 ISP Global Limited · Interim Report 2020/2021
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
11. TRADE RECEIVABLES (Cont’d)
The following table details the risk profile of trade receivables from contracts with customers based on the Group’s provision matrix. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished between the Group’s different customer base.
| Group Trade receivables – days past due December 31, 2020 < 30 days 31 – 90 days 91 – 180 days 181 – 365 days >365 days |
Total |
|---|---|
| ECL rate – – – 45% 82% Estimated total gross carrying amount at default 1,912,927 209,425 74,541 210,026 17,452 Lifetime ECL – – – (94,512) (14,310) Group Trade receivables – days past due June 30, 2020 < 30 days 31 – 90 days 91 – 180 days 181 – 365 days >365 days |
2,424,371 (108,822) |
| 2,315,549 | |
| Total | |
| ECL rate – – – 45% 82% Estimated total gross carrying amount at default 641,975 514,488 207,259 124,243 14,457 Lifetime ECL – – – (55,909) (11,855) |
1,502,422 (67,764) |
| 1,434,658 |
ISP Global Limited · Interim Report 2020/2021 23
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
11. TRADE RECEIVABLES (Cont’d)
The table below shows the movement in lifetime ECL that has been recognised for trade receivables in accordance with the simplified approach set out in IFRS 9.
| Group | Lifetime ECL – credit-impaired As at 31 December 2020 As at 30 June 2020 S$ S$ (Unaudited) (Audited) |
|---|---|
| Balance as at 1 July 2020 and 2019 Change in loss allowance due to new trade receivables originated, net of those derecognised due to settlement Balance as at end of period |
67,764 36,094 41,058 31,670 |
| 108,822 67,764 |
24 ISP Global Limited · Interim Report 2020/2021
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
12. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS
| As at 31 December 2020 As at 30 June 2020 S$ S$ (Unaudited) (Audited) 78,771 43,131 2,811,475 122,486 22,590 16,014 2,912,836 181,631 |
|
|---|---|
| Deposits Prepayments Advances to staff |
13. CONTRACT ASSETS AND CONTRACT LIABILITIES
| As at 31 December 2020 As at 30 June 2020 S$ S$ (Unaudited) (Audited) 43,975 40,415 55,626 55,012 |
|
|---|---|
| Contract assets Retention receivables Contract liabilities Advance billing to customer |
ISP Global Limited · Interim Report 2020/2021 25
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
13. CONTRACT ASSETS AND CONTRACT LIABILITIES (Cont’d)
Contract Assets
The contract assets include retention receivables which represent monies withheld by customers of contract works that will be released after the end of warranty period of the relevant contracts, and are classified as current as they are expected to be received within the Group’s normal operating cycle. Any amount previously recognised as a contract asset is reclassified to trade receivables at the point at which it becomes unconditional and is invoiced to the customer.
Contract Liabilities
The contract liabilities represent the Group’s obligation to transfer services to customers for which the Group has received consideration (or an amount of consideration is due) from the customers and remains as contract liabilities until the Group has transferred the control of the services to the customers.
The Group recognised revenue of S$55,012 (30 June 2020: S$57,723) which was included in the contract liability balance at the beginning of the period. There was no revenue recognised in the current reporting period relating to performance obligations which were satisfied in a prior year.
26 ISP Global Limited · Interim Report 2020/2021
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
14. GOODWILL ON CONSOLIDATION
| As at 31 December 2020 S$ (Unaudited) – 259,668 259,668 |
|
|---|---|
| Cost: At 1 July 2020 Arising on acquisition of a subsidiary At 31 December 2020 |
Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units (“ CGUs ”) that are expected to benefit from that business combination. Before recognition of impairment losses, the carrying amount of goodwill had been allocated as follows:
| As at 31 December 2020 S$ (Unaudited) 259,668 259,668 |
|
|---|---|
| E-commerce: 團多多(深圳)商業顧問有限公司 (single CGU) |
ISP Global Limited · Interim Report 2020/2021 27
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
15. PLEDGED BANK DEPOSITS/BANK BALANCES AND CASH
| As at | As at | |
|---|---|---|
| 31 December | 30 June | |
| 2020 | 2020 | |
| S$ | S$ | |
| (Unaudited) | (Audited) | |
| Pledged bank deposits | ||
| (Note a) | 206,947 | 206,947 |
| Bank balances and | ||
| cash (Note b) | 9,843,871 | 10,022,877 |
Notes:
-
a. The balances represent deposits placed to a bank for corresponding amounts of performance guarantee granted to the Group in favour of a customer with a maturity term of 36 months ending in April 2022. The balances carry interest rate of 0.65% (30 June 2020: 0.65%) per annum at 31 December 2020.
-
b. Approximately S$609,000 (30 June 2020: S$5,813,000) included in bank balances carry interest rate of approximately 0.05% (30 June 2020: ranging from 0.05% to 2.75%) per annum at 31 December 2020. The remaining bank balances and cash are interest free.
28 ISP Global Limited · Interim Report 2020/2021
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
16. TRADE AND OTHER PAYABLES
| As at | As at | |
|---|---|---|
| 31 December | 30 June | |
| 2020 | 2020 | |
| S$ | S$ | |
| (Unaudited) | (Audited) | |
| Trade payables | 5,691,042 | 91,311 |
| Retention payables | 26,500 | 26,500 |
| 5,717,542 | 117,811 | |
| Other payables: | ||
| Goods and | ||
| Services Tax | ||
| (“GST”) payable | 49,666 | 60,449 |
| Accrued operating | ||
| expenses | 118,073 | 324,142 |
| Accrued payroll costs | 52,330 | 42,056 |
| Others | 9,255 | 4,215 |
| 5,946,866 | 548,673 |
ISP Global Limited · Interim Report 2020/2021 29
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
16. TRADE AND OTHER PAYABLES (Cont’d)
The following is an aged analysis of trade payables presented based on the invoice date at the end of each reporting period:
| As at 31 December 2020 As at 30 June 2020 S$ S$ (Unaudited) (Audited) |
|
|---|---|
| Within 30 days 31 days to 90 days 91 days to 180 days Over 180 days |
5,654,633 26,012 31,916 27,666 50 33,851 4,443 3,782 |
| 5,691,042 91,311 |
The credit period on purchases from suppliers and subcontractors is between 30 to 60 days (30 June 2020: 30 to 60 days) or payable upon delivery.
30 ISP Global Limited · Interim Report 2020/2021
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
17. BORROWINGS
| As at | As at | |
|---|---|---|
| 31 December | 30 June | |
| 2020 | 2020 | |
| S$ | S$ | |
| (Unaudited) | (Audited) | |
| Bank loans – Secured | 1,318,977 | 1,400,771 |
| Analysed as: | ||
| Carrying amount | ||
| repayable within | ||
| 1 year | 166,420 | 169,453 |
| Carrying amount | ||
| repayable more | ||
| than 1 year, but not | ||
| exceeding 2 years | 160,003 | 173,108 |
| Carrying amount | ||
| repayable more | ||
| than 2 years, but not | ||
| exceeding 5 years | 497,347 | 479,113 |
| Carrying amount | ||
| repayable more than | ||
| 5 years | 495,207 | 579,097 |
| 1,318,977 | 1,400,771 | |
| Less: Amount due | ||
| within 1 year | ||
| (shown under | ||
| current liabilities) | (166,420) | (169,453) |
| Amount shown under | ||
| non-current liabilities | 1,152,557 | 1,231,318 |
ISP Global Limited · Interim Report 2020/2021 31
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
17. BORROWINGS (Cont’d)
The loans were secured by the legal mortgage over the Group’s leasehold land and property (Note 10) with corporate guarantee provided by the Company. The loans bear floating interest rates with weighted average effective interest rate at 1.75% (30 June 2020: 2.38%) per annum as at 31 December 2020.
18. DEFERRED TAX LIABILITIES
| As at 31 December 2020 As at 30 June 2020 S$ S$ (Unaudited) (Audited) |
|
|---|---|
| As at period beginning 1 July 2020, 2019 Credited to profit or loss for the period: Accelerated tax depreciation As at period end |
62,327 133,435 (27,829) (71,108) |
| 34,498 62,327 |
The deferred tax liabilities resulted from temporary taxable differences arising from accelerated depreciation in relation to capital allowance claims on qualified assets in accordance with prevailing tax laws in Singapore.
32 ISP Global Limited · Interim Report 2020/2021
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
19. SHARE CAPITAL
| Company | Company | |||||
|---|---|---|---|---|---|---|
| As at | As at | As at | ||||
| 31 | As at | 31 | As at | 31 | As at | |
| December | 30 June | December | 30 June | December | 30 June | |
| 2020 | 2020 | 2020 | 2020 | 2020 | 2020 | |
| Notes | Number | of shares | Par Value | Share | Capital | |
| ’000,000 | ’000,000 | HK$ | HK$ | HK$’000 | HK$’000 |
| Authorised share capital of the Company: At beginning of the year or incorporation of the Company on 21 July 2017 (a) Increase on 14 December 2017 (c) As at end of the period/year |
1,500 10 0.01 0.01 15,000 100 – 1,490 – 0.01 – 14,900 |
|---|---|
| 1,500 1,500 0.01 0.01 15,000 15,000 |
ISP Global Limited · Interim Report 2020/2021 33
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
19. SHARE CAPITAL (Cont’d)
| Company As at 31 December 2020 As at 30 June 2020 As at 31 December 2020 As at 30 June 2020 Number of shares Share capital HK$ S$ |
|
|---|---|
| Issued and fully paid share capital: At the beginning of the year or incorporation of the Company on 21 July 2017 (a) Issue of shares pursuant to the reorganisation (b) Issue of shares pursuant to the capitalisation issue (c) Issue of shares under the Share Offer (d) As at end of the year |
800,000,000 1 1 – – 9,999 9,999 17 – 599,990,000 599,990,000 1,034,483 – 200,000,000 200,000,000 338,130 |
| 800,000,000 800,000,000 800,000,000 1,372,630 |
Fully paid ordinary shares, which have no par value, carry one vote per share and a right to dividends as and when declared by the Group.
Notes:
- a. On 21 July 2017, the Company was incorporated in the Cayman Islands with an authorised share capital of HK$100,000 divided into 10,000,000 shares of HK$0.01 each, of which one share was allotted and issued in nil-paid form to the initial subscriber, an independent third party. The said share was transferred to Express Ventures, a company not forming part of the Group and is controlled by Mr. Mong and Ms. Choon on the same date.
34 ISP Global Limited · Interim Report 2020/2021
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
19. SHARE CAPITAL (Cont’d)
-
b. On 8 December 2017, the Company issued and allotted 9,999 new shares of par value HK0.01 each to Express Ventures at the instructions of the Controlling Shareholders, all credited as fully paid.
-
c. Pursuant to written resolution of the sole shareholder of the Company passed on 14 December 2017, it is resolved, among other things:
-
the authorised share capital of the Company was increased from HK$100,000 to HK$15,000,000 by the creation of an additional 1,490,000,000 ordinary shares of HK$0.01 each; and
-
conditional upon the share premium account of the Company being credited as a result of the share offer, the Company was authorised to capitalise the amount of HK$5,999,900 (equivalent to approximately S$1,034,483) from the amount standing to the credit of the share premium account of the Company by applying such sum to pay up in full at par a total of 599,990,000 ordinary shares for allotment, ranking pari passu in all respects with the existing shares.
-
d. The shares of the Company were successfully listed on GEM of the Stock Exchange on 16 January 2018 by way of placing of 180,000,000 ordinary shares and public offer of 20,000,000 ordinary shares at the price of HK$0.35 per share (“ Share Offer ”). The Company’s share of net proceeds after deducting the underwriting commissions and estimated expenses paid or payable by the Company in relation to the Share Offer amounted to approximately HK$44 million (S$7 million).
Included in share issue expenses are audit fees and non-audit fees of S$35,000 and S$11,250 paid to the auditors of the Company respectively, and non-audit fees of S$42,500 paid to other auditors of the Group.
ISP Global Limited · Interim Report 2020/2021 35
MANAGEMENT DISCUSSION AND ANALYSIS
DEVELOPMENT OF BUSINESS AND PROSPECTS
The Group is principally engaged in the sales, installation and maintenance of sound and communication system solutions, and alert alarm systems in Singapore and e-commerce services in China.
For the six months ended 31 December 2020 (the “ Relevant Period ”), the Group recorded a net profit of approximately S$58 thousand as compared to approximately S$64 thousand for the same period in 2019. The Directors are of the view that the reduction in net profit was mainly attributable to, among other things, (i) the increase of approximately S$84 thousand, or 6.1%, in administrative costs and expenses related to funding of business opportunities in the Group’s new E-commerce segment in China from approximately S$1.4 million for the six months ended 31 December 2019 to approximately S$1.5 million for the Relevant Period; and (ii) the decrease in gross profits in the Group’s integrated services of sound and communication systems segment which was primarily due to delays in project completion in the Relevant Period.
OUTLOOK
The Group always strives to improve its operation efficiency and profitability of its business.
Due to the Singapore government’s response to the global pandemic caused by the Novel Coronavirus Sars-CoV II (“ COVID-19 ”), the Group’s business in Singapore had been adversely affected by in sales and projects delays. The Group recorded a significant decline in revenues and incurred losses due to slowdown in demand for sales, installation and maintenance of sound and communication
36 ISP Global Limited · Interim Report 2020/2021
MANAGEMENT DISCUSSION AND ANALYSIS
system solutions, and alert alarm systems in Singapore during 2020. Throughout the pandemic, the Group adopted contingency plans and optimised our cost structure through maintaining customer relationships in the Healthcare and Education sectors through contactless means, and increasing our professional expertise through the hiring of employees with relevant experience. The Group adopted social distancing measures and emphasised on increased workplace health and safety measures to ensure employee wellbeing and to prevent the spread of COVID-19 within the Group.
The Group has also been assessing the viability of business expansion opportunities in the geographical territories of China and south-eastern Asia. The COVID-19 control measures in China was successful to a substantial extent, managing to sufficiently quell the spread of the virus within China. Moreover, with the introduction of antitrust laws in China in recent years, the Group believes there is an opportunity for new entrants to develop and compete against any existing large incumbents in the market.
ESTABLISHING BUSINESS EXPANSION IN CHINA TO INCREASE SHAREHOLDER VALUE
A Nielsen study on global trends and analysis revealed that the COVID-19 global pandemic not only caused huge disruptions to the retail industry around the world, but also catalysed a shift in consumer spending habits towards online transactions. Due to the pandemic causing disruptions in the retail industry, some iconic American retailers, which were unable to keep up with online transaction trends, have filed for bankruptcy. On the other hand, retailers with online presence such as Amazon, Target and Walmart
ISP Global Limited · Interim Report 2020/2021 37
MANAGEMENT DISCUSSION AND ANALYSIS
are not significantly affected and in fact Amazon continues to forecast a 7% increase in online sales fulfilment in 2020 when compared to 2019, bringing the total to US$4.75 trillion. With the pandemic here to stay, the Group intends to explore new business opportunities within the online retailing space.
In a separate forecast report by the International Monetary Fund, China is expected to be the only major economy in the world to achieve positive growth during this pandemic so far. This could be due to the effective prevention and control of the pandemic in China, resulting in consumption recovery which was boosted by the boom in online retail sales during the pandemic, the reestablishment of offline retail sales channels and demand, and the resumption of community activities. According to data released by the National Bureau of Statistics of China, the total retail sales of consumer goods in the third quarter of 2020 increased by 0.9%, representing the first positive quarterly growth rate this year since the pandemic began.
According to the abovementioned macroeconomic trends, the Group will diversify its offerings to include e-commerce of certain brands appealing to consumers in China (“ E-commerce segment ”). For the avoidance of doubt, in alignment with the use of proceeds as disclosed in the prospectus issued by the Company on 29 December 2017 (the “ Prospectus ”), the Group will not apply funds obtained from the Share Offer in connection with the abovementioned business expansion. Instead, the Group will expect to apply funds generated from operating cash flows in operating subsidiary ISPL Pte Ltd (“ ISPL ”).
38 ISP Global Limited · Interim Report 2020/2021
MANAGEMENT DISCUSSION AND ANALYSIS
THE E-COMMERCE MARKET IN CHINA
E-commerce is an industry that has developed with e-commerce platforms and is vital for brand merchants and e-commerce platforms in stakeholder engagement. Online store building, digital marketing, warehousing logistics, data operations, consumer management, customer service, etc. provide integrated online marketing services to help brands successfully achieve digital marketing. The revenue of the e-commerce industry mainly comes from (1) managing the supply chain of contracted brands, and (2) fee revenue from online marketing services of contracted brands.
The Group believes there are high growth opportunities in China’s Business-to-Consumer (“ B2C ”) e-commerce market due to high growth rates in user base and increased penetration rates due to the switch towards consumers’ online spending habit. In 2019, China’s online retail market reached 10.6 trillion Chinese Yuan, representing a 16.5% year-on-year increase, and is considered to be a high-growth industry. Within the online retail market, the B2C e-commerce segment share increased 15.2% from 2018, to 78.0% in 2019. Accordingly, the e-commerce market also grew rapidly, reaching a market size of 563.5 billion Chinese Yuan in 2019 with a combined growth rate between 2016 to 2019 of 39.2%, and the market penetration rate of 10.5%. According to iResearch data, the total value of e-commerce industry is expected to be at 2.04 trillion Chinese Yuan, with a penetration rate increased to 13.7%. This is due to the mobility restrictions incurred by COVID-19 which has catalysed the need for brands to develop online e-commerce capabilities to augment the digital transformation of the brand, expand the brand outreach, and substitute the offline product distribution channels.
ISP Global Limited · Interim Report 2020/2021 39
MANAGEMENT DISCUSSION AND ANALYSIS
Data from iResearch suggests that in 2019, 80%-90% of international brands in China reported to have used brand service providers, due to the fact that 1) outsourcing to brand service providers has cost advantages as opposed to the relatively high cost of setting up Chinese domestic e-commerce teams by international brands, and; 2) gaining domestic consumer insights and understanding through brand service providers, can help international brands to better focus their resources in China. In terms of domestic Chinese brands, the demand proportion for brand service providers is about 20%-30% amongst all and the demand for such services is driven by different needs: 1) For those traditional Chinese domestic brands which have suffered from slow adoption of online channels, and are typically dealing with products which have been in the market for a long time, these brands could use e-commerce service providers to achieve rapid growth in customer outreach and radical supply chain transformation. 2) For those domestic small and medium-sized Chinese brands, usage of e-commerce service providers will greatly improve cost efficiency in both the short run and the long run.
THE GROUP’S MARKET-ENTRY STRATEGY IN CHINA’S E-COMMERCE MARKET
The Group will establish a new operating team in mainland China to carry out relevant business, mainly through (1) forming a new subsidiary company (wholly-owned or holding) to recruit outstanding e-commerce operation talent; and (2) acquiring or merging with outstanding companies in the industry for the Group to quickly enter this new market.
40 ISP Global Limited · Interim Report 2020/2021
MANAGEMENT DISCUSSION AND ANALYSIS
In light of recent developments, the Group will continue to expand its business operation team, and work together with our clients, the brand owners, to provide valuable e-commerce operations services for our clients in order to increase their market penetration and share and thereby creating more value for the Group’s shareholders.
FINANCIAL REVIEW
Revenue
During the Relevant Period, the Group’s revenue amounted to approximately S$4.6 million, which had increased by approximately S$0.7 million, or 16.7%, from approximately S$3.9 million for the six months ended 31 December 2019. This was principally due to the contributions of S$2.2 million by the Group’s new E-commerce segment. Such increase is offset by a decrease in revenues of S$1.5 million, compared with the corresponding period in 2019, during the Relevant Period as there were less projects being awarded to the Group in both the integrated sales of sound and communication and sales of sound and communication systems and related services segments.
ISP Global Limited · Interim Report 2020/2021 41
MANAGEMENT DISCUSSION AND ANALYSIS
Gross profit and gross profit margin
The Group’s gross profit decreased by approximately S$0.1 million, or 3.8%, from approximately S$1.5 million for the six months ended 31 December 2019, to approximately S$1.4 million for the Relevant Period. Accordingly, the Group’s gross profit margin decreased from 37.6% for the six months ended 31 December 2019, to 31.0% for the Relevant Period. The decrease in the Group’s gross profit was primarily due to higher material purchase costs and lower gross margins of the new E-commerce segment.
Other income, gains and losses
Other income, gains and losses increased by approximately S$5 thousand, or 19.7%, from a net gain of approximately S$23 thousand for the six months ended 31 December 2019, to a net gain of approximately S$28 thousand for the Relevant Period. The increase was mainly attributed to the increased governmental grant income from the Singapore government to help enterprises to offset payroll costs of operating in the built environment in Singapore. This is substantially offset by the increase in foreign exchange losses from settlement of trade expenses held in currencies other than S$, such as CNY, US$ and HK$, which had appreciated against the S$ during the Relevant Period.
Administrative expenses
Administrative expenses increased by approximately S$0.1 million or 6.1%, from approximately S$1.4 million for the six months ended 31 December 2019, to approximately S$1.5 million for the Relevant Period. The increase was primarily due to an increase of administrative costs related to funding of business opportunities in the Group’s new E-commerce segment in China.
42 ISP Global Limited · Interim Report 2020/2021
MANAGEMENT DISCUSSION AND ANALYSIS
Finance costs
Finance costs decreased slightly from approximately S$18 thousand for the six months ended 31 December 2019 to approximately S$12 thousand for the Relevant Period. Such decrease of the finance costs was due to the repayment of mortgage loan principal during the Relevant Period.
Share of losses in associates
The share of losses in associates which were newly acquired during the Relevant Period amounted to approximately S$16 thousand.
Profit (loss) attributable to the owners for the period
During the Relevant Period, the Group recorded a net loss attributable to the owners of the Company of approximately S$43 thousand as compared to a net profit of approximately S$58 thousand for the same period in 2019. The Directors are of the view that the reduction in net profit was mainly attributable to, among other things, (i) the increase of approximately S$84 thousand, or 6.1%, in administrative costs and expenses related to funding of business opportunities in the Group’s new E-commerce segment in China from approximately S$1.4 million for the six months ended 31 December 2019 to approximately S$1.5 million for the Relevant Period; and (ii) the decrease in gross profits in the Group’s integrated services of sound and communication systems segment which was primarily due to delays in project completion in the Relevant Period.
Interim dividends
The Directors do not recommend the payment of an interim dividend for the Relevant Period (six months ended 31 December 2019: S$ Nil).
ISP Global Limited · Interim Report 2020/2021 43
MANAGEMENT DISCUSSION AND ANALYSIS
Use of proceeds from Share Offer and Comparison of Business Objectives with Actual Business Progress
Up to 31 December 2020, the net proceeds raised from the listing of shares of the Company were utilised in accordance with the designated uses set out in the Prospectus and the supplemental announcement issued on 31 July 2020 (the “ Supplemental Announcement ”) as follows:
| Description | Amount designated in the Prospectus Actual use of proceeds as at 31/12/20 Unutilised amount as at 31/12/20 % utilised as at 31/12/20 Expected date to fully utilise the unutilised amount HK$M HK$M HK$M % utilised |
|---|---|
| Strengthen our marketing efforts in the sound and communication industry in Singapore Expand and train our sales and marketing, technical and support workforce Purchase transportation vehicles Setting up of a new sales office in Singapore Partial repayment of bank loan Resources for the provision of performance bonds Take steps to obtain higher grade level under our current mechanical and electrical workhead General working capital and general corporate purposes Grand total |
1.4 0.4 1.0 28.6% 31/12/22 11.6 5.9 5.7 50.9% 30/06/23 3.0 0.7 2.3 23.3% 30/06/23 10.0 – 10.0 0.0% 30/06/22 10.0 10.0 Nil 100.0% N/A 2.0 0.2 1.8 10.0% 30/06/21 2.5 – 2.5 0.0% 30/06/23 3.5 3.5 Nil 100.0% N/A 44.0 20.7 23.3 47.0% |
44 ISP Global Limited · Interim Report 2020/2021
MANAGEMENT DISCUSSION AND ANALYSIS
The following table sets forth the designated and actual implementation plan up to 31 December 2020:
| Purpose | Implementation Plan | Actual implementation activities |
|---|---|---|
| Strengthen our marketing | • Implement corporate branding |
• Maintained and improved our |
| efforts in the sound and | and identity for our sound and | corporate websites, by using in- |
| communication industry | communication services solution | house resources to develop and |
| in Singapore | operations in Singapore which includes | maintain the Group’s website |
| printing of marketing materials and | instead of engaging external | |
| advertisement | website designers | |
| • Maintain and improve our corporate | ||
| websites by the external consultant for | ||
| customised website development | ||
| • Participate in industry trade show(s) | ||
| Expand and train our sales | • Staff costs for retaining the | • New headcount of approximately |
| and marketing, | approximately one project manager, | 8 technicians were recruited by |
| technical and support | two engineers and 10 technicians to | June 2018 |
| workforce | be recruited by February 2018, and the | • New headcount of approximately |
| associated staff accommodation costs | two engineers and 9 technicians |
-
Maintained and improved our corporate websites, by using inhouse resources to develop and maintain the Group’s website instead of engaging external website designers
-
New headcount of approximately two engineers and 9 technicians were recruited by June 2019
-
Staff costs for retaining the approximately one sales manager, two sales and marketing executives and 10 technicians to be recruited by July 2018, and the associated staff accommodation costs
-
New headcount of approximately two sales and marketing executives were recruited by June 2019
-
Provided internal and external trainings and workshops to our technical staff
-
To provide internal and external trainings and workshops to our sales and technical staff
-
In the process of seeking suitable candidates to the remaining positions
ISP Global Limited · Interim Report 2020/2021 45
MANAGEMENT DISCUSSION AND ANALYSIS
| Purpose | Implementation Plan | Actual implementation activities |
|---|---|---|
| Purchase transportation | • Purchase of three vans for maintenance | • Purchased two vans for |
| vehicles | operations and, transportation of | maintenance, operations and |
| relevant equipment and/or labour | transportation of relevant | |
| • Purchase of two lorries for delivery | equipment and/or labour | |
| and transportation of larger equipment | • Considered and monitored the | |
| and/or labour | Group’s current project portfolio | |
| but postponed the purchase of | ||
| lorry due to current different | ||
| project requirements | ||
| Setting up a new sales | • Purchase of one new property | • Considered and monitored the |
| office in Singapore | to be used by our sales and | Group’s project tenders and |
| contract department and act as a | plan was postponed due to the | |
| demonstration facility for our sound | latest observation of industry | |
| and communication systems | customers’ requirements and | |
| the property prices in Singapore | ||
| were surged up higher than | ||
| expected which the Group | ||
| requires additional time to | ||
| identify the suitable premises | ||
| in order to meet the Group’s | ||
| financial budget | ||
| Partial repayment of | • Partial repayment for the bank loan in | • The mortgage loan was partially |
| bank loan | relation to the mortgage loan secured | repaid on 11 July 2018 |
| for the purchase of our head office in | ||
| Singapore |
46 ISP Global Limited · Interim Report 2020/2021
MANAGEMENT DISCUSSION AND ANALYSIS
| Purpose | Implementation Plan | Actual implementation activities |
|---|---|---|
| Expansion of our sound | • To explore, evaluate and tender for | • Postponed due to performance |
| and communication | potential integrated services of sound | bond not required in recent |
| services solution | and communication systems projects | awarded tenders to the Group |
| business | in Singapore, particularly larger scale | • In the process of exploring |
| projects which may be required for the | large scale potential projects | |
| provision of performance bonds. | which requires the provision of | |
| performance bonds | ||
| Take steps to obtain | • Satisfy the minimum financial | • Considered and monitored the |
| higher grade level | requirements for “L6” grade under | Group’s project portfolio and |
| under our current | our current mechanical and electrical | postponed to April 2020 |
| mechanical and | workhead | • The Group is currently |
| electrical workhead | accumulating the necessary track | |
| record requirement |
The net proceeds raised from the listing of the shares of the Company on GEM of the Stock Exchange, after deducting the related expenses, were approximately HK$44.0 million. As at the disclosures stated in the Supplemental Announcement, the expected timeline for fully utilise the unutilised proceeds disclosed above is based on the best estimation from the Board with latest information available. Given the recent adverse impacts on Singapore economy as a results of the outbreak of COVID-19, it is expected that the unutilised proceeds will be utilised on or before 30 June 2023.
The expected timeline for fully utilise the unutilised proceeds disclosed above is based on the best estimation from the Board with latest information as at the date of this report. The Board confirms that there is no material change in the business nature of the Group as
ISP Global Limited · Interim Report 2020/2021 47
MANAGEMENT DISCUSSION AND ANALYSIS
set out in the Prospectus and the Group continue to being invited for tender and being awarded projects from its customers during the relevant periods and therefore considers that the delay in use of proceeds and business expansion do not have any material adverse impacts on the operation of the Group. However, due to the adverse impacts of the outbreak of COVID-19 on worldwide economies and the three-phased approach embarked by the Singapore government to resume usual daily activities after the 2020 Singapore Circuit Breaker measures, the Board will continue closely monitor the situation and evaluate the impacts on the timeline to utilise the unutilised proceeds and will keep shareholders and potential investors informed if there is any material changes.
Capital structure, liquidity and financial resources
The Company was listed on the GEM by way of share offer on 16 January 2018 and there has been no change in the capital structure of the Group after the Share Offer. The capital of the Group only comprises of ordinary shares.
As at 31 December 2020, the Group had total assets of approximately S$22.6 million, total liabilities and shareholders’ equity of approximately S$7.5 million and S$15.0 million, respectively. The Group’s current ratio as at 31 December 2020 was approximately 2.7 compared to 11.6 as at 30 June 2020. The significant decrease in current ratio was primarily due to S$5.4 million increase in accounts payables in relation to the new E-commerce segment as at 31 December 2020.
48 ISP Global Limited · Interim Report 2020/2021
MANAGEMENT DISCUSSION AND ANALYSIS
The gearing ratio for the Group as at 31 December 2020 was 8.8% (30 June 2020: 9.4%). It was calculated by dividing total obligations under total bank borrowings by total equity as at the end of each reporting period multiplied by 100%.
Material acquisitions and disposals of subsidiaries and affiliated companies
During Relevant Period, the Company completed the acquisition of 100% equity interest in Haohui Industries Co. Ltd. (灝輝實業有限 公司), a Hong Kong company and its PRC subsidiary (collectively, the “ Haohui Group* ”), which is principally engaged in the E-commerce business and operating in the brand name of “團多多” in China.
Save as disclosed above, there were no other significant investments, material acquisitions and disposals of subsidiaries and associated companies by the Company during the Relevant Period.
Foreign exchange exposure
The Group’s transactions are mainly denominated in Singapore Dollar which is the functional and presentation currency of the Group. Significant fluctuations in unrealised foreign exchange losses observed in the Relevant Period amounted to approximately S$0.18 million due to the monies held in currencies other than Singapore Dollar, such as in United State Dollar, Hong Kong Dollar, and Chinese Yuan.
ISP Global Limited · Interim Report 2020/2021 49
MANAGEMENT DISCUSSION AND ANALYSIS
Capital expenditure
Total capital expenditure for the Relevant Period was approximately S$48,342, which was used to purchase property, plant and equipment.
Contingent liabilities
As at 31 December 2020, the Group had no significant contingent liabilities.
Commitments
As at 31 December 2020, the Group had no significant capital and operating lease commitments.
Employees and Remuneration Policy
As at 31 December 2020, the total number of employees of the Group was 74 (31 December 2019: 65) and the Directors’ emoluments incurred during the Relevant Period were approximately S$0.4 million (six months ended 31 December 2019: approximately S$0.5 million).
The Group recognises employees as valuable assets and the Group’s success is underpinned by every employees. In line with the Human Resources policies, the Group is committed to providing attractive remuneration packages, and a fair and harmonious working environment to safeguard the legitimate rights and interests of the employees. The Group regularly reviews our Human Resources policies which outline the Group’s compensation, working hours, rest periods and other benefits and welfare, to ensure compliance with laws and regulations. The Group always places emphasis on attracting
50 ISP Global Limited · Interim Report 2020/2021
MANAGEMENT DISCUSSION AND ANALYSIS
qualified applicants by offering competitive remuneration packages which would be reviewed based on employees’ performance and reference to prevailing market conditions, and these remuneration packages would be adjusted in a timely manner to keep them competitive in line with market benchmarking.
The Group operates the retirement scheme for employees which is outlined in the Central Provident Fund Act, (Chapter 36 of Singapore). In addition, the Company has conditionally adopted a share option scheme, (the “ Share Option Scheme ”) on 14 December 2017 so as to motivate, attract and retain the appropriate employees.
Share Option Scheme
The Company has adopted the Share Option Scheme on 14 December 2017.
As of the report date, no share option has been granted, exercised, cancelled, or lapsed under the Share Option Scheme since its adoption on 14 December 2017.
Events after reporting period
Pursuant to the announcement of the Company dated 29 January 2021, the board lot size of the ordinary shares in the Company will be changed from 10,000 Shares to 2,000 Shares with effect from 9:00 a.m. on Tuesday, 23 February 2021.
ISP Global Limited · Interim Report 2020/2021 51
MANAGEMENT DISCUSSION AND ANALYSIS
On 5 February 2021, Haohui Shenzhen (“ Haohui Shenzhen ”), an indirect wholly-owned subsidiary of the Company, entered into a sale and purchase agreement with three vendors who are independent third parties, pursuant to which Haohui Shenzhen conditionally agreed to acquired entire interest in Global Sourcing Supply Chain Management (Shanghai) Co., Ltd.* (上海格洛博森供應鏈管理有限 公司) for a consideration of RMB2.17 million in cash. For details, please refer to the announcement of the Company dated 5 February 2021. As at the date of this report, the said acquisition has not been completed.
Other than stated above, the Group had no other significant events which were subsequent to the end of the reporting period of this report.
52 ISP Global Limited · Interim Report 2020/2021
DISCLOSURE OF INTERESTS AND OTHER INFORMATION
DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS AND/OR SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ANY ASSOCIATED CORPORATIONS
As at 31 December 2020, the interests and short positions of the Directors and chief executive in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong) (the “ SFO ”)) which were notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which he/she is taken or deemed to have under such provisions of the SFO, or which were recorded in the register required to be kept by the Company under Section 352 of the SFO), or which were required, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules, to be notified to the Company and the Stock Exchange, were as follows:
Long position in ordinary shares of the Company
| Number of | Percentage | ||
|---|---|---|---|
| Shares held/ | of | ||
| Name | Capacity/Nature | interested | shareholding |
| Mr. Mong Kean Yeow | Interest in a controlled | 120,000,000 | 15.00% |
| (Note) | corporation; interest | ||
| held jointly with another | |||
| person | |||
| Ms. Choon Shew Lang | Interest in a controlled | 120,000,000 | 15.00% |
| (Note) | corporation; interest | ||
| held jointly with another | |||
| person |
ISP Global Limited · Interim Report 2020/2021 53
DISCLOSURE OF INTERESTS AND OTHER INFORMATION
- Note: Express Ventures is beneficially owned as to 97.14% by Mr. Mong Kean Yeow and 2.86% by Ms. Choon Shew Lang. On 22 August 2017, Mr. Mong Kean Yeow and Ms. Choon Shew Lang entered into an acting in concert confirmation to acknowledge and confirm, among other things, that they are parties acting in concert within the meaning of the Hong Kong Code on Takeovers and Mergers. By virtue of the SFO, Mr. Mong Kean Yeow and Ms. Choon Shew Lang are deemed to be interested in the shares of the Company held by Express Ventures.
Long position in ordinary shares of associated corporation – Express Ventures
| Number of | Percentage | |||
|---|---|---|---|---|
| Name of associated | Shares held/ | of | ||
| Name | corporation | Capacity/Nature | interested | shareholding |
| Mr. Mong Kean | Express Ventures | Beneficial owner | 510 | 97.14% |
| Yeow | ||||
| Ms. Choon Shew | Express Ventures | Beneficial owner | 15 | 2.86% |
| Lang |
Long position in ordinary shares of associated corporation – Global Premium (Zhengzhou) Network Technology Co., Ltd.* (環球優品(鄭州)網絡科技有限公司)
| Percentage | |||
|---|---|---|---|
| Name of associated | Capacity/ | of | |
| Name | corporation | Nature | shareholding |
| Mr. Yuan | Global Premium (Zhengzhou) | Beneficial | 60.00% |
| Jianzhong | Network Technology Co., Ltd.* | owner | |
| (環球優品(鄭州)網絡科技 | |||
| 有限公司) |
54 ISP Global Limited · Interim Report 2020/2021
DISCLOSURE OF INTERESTS AND OTHER INFORMATION
Save as disclosed above, as at 31 December 2020, none of the Directors and chief executive of the Company had an interest or short position in the shares, underlying shares and debentures of the Company or any of its associated corporations that was notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO, or was recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise required to be notified to the Company and the Stock Exchange pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules.
SUBSTANTIAL SHAREHOLDERS’ AND OTHER PERSONS’ INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES AND DEBENTURES OF THE COMPANY
As at 31 December 2020, so far as is known to the Directors, the following person (other than Directors or chief executive of the Company) had or were deemed or taken to have interests and short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or which were recorded in the register required to be kept by the Company under Section 336 of the SFO was as follows:
ISP Global Limited · Interim Report 2020/2021 55
DISCLOSURE OF INTERESTS AND OTHER INFORMATION
Long position in ordinary shares of the Company
| Number of | Percentage | ||
|---|---|---|---|
| Shares held/ | of | ||
| Name | Capacity/Nature | interested | shareholding |
| Express Ventures | Beneficial owner | 120,000,000 | 15.00% |
| Li Chao | Beneficial owner | 100,000,000 | 12.50% |
| Cao Chunmeng | Beneficial owner | 76,800,000 | 9.60% |
| Cai Linzhou | Beneficial owner | 41,400,000 | 5.18% |
Save as disclosed above, as at 31 December 2020, so far as is known to the Directors or chief executive of the Company, no other persons, other than the Directors and chief executive of the Company whose interests are set out in the section “ DIRECTORS’ AND CHIEF
EXECUTIVE’S INTERESTS AND/OR SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR
ANY ASSOCIATED CORPORATIONS ” above, had any interest or a short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under Section 336 of the SFO.
56 ISP Global Limited · Interim Report 2020/2021
DISCLOSURE OF INTERESTS AND OTHER INFORMATION
CODE OF CONDUCT FOR SECURITIES TRANSACTIONS BY DIRECTORS
The Company has adopted the required standard of dealing, as set out in Rules 5.48 to 5.67 of the GEM Listing Rules as the code of conduct for securities transactions by the Directors in respect of the shares of the Company. Having made specific enquiry of all Directors, all Directors have confirmed that they have complied with the required standard of dealing and the code of conduct for securities transactions by the Directors during the Relevant Period.
NO CHANGE IN INFORMATION OF DIRECTORS
There was no change in the information of Directors required to be disclosed pursuant to Rule 17.50A(1) of the GEM Listing Rules.
SUFFICIENCY OF PUBLIC FLOAT
Based on the information that is publicly available to the Company and within the best knowledge of the Directors, Directors confirmed that the Company has maintained a sufficient amount of public float for its shares of the Company as required under the GEM Listing Rules.
COMPETITION AND CONFLICT OF INTERESTS
None of the Directors, the Controlling Shareholders or substantial shareholders of the Company or any of their respective close associates (as defined in the GEM Listing Rules) has engaged in any business or interest that competes or may compete, either directly or indirectly, with the businesses of the Group, or has any other conflict of interests with the Group as required to be disclosed pursuant to Rule 11.04 of the GEM Listing Rules during the Relevant Period.
ISP Global Limited · Interim Report 2020/2021 57
DISCLOSURE OF INTERESTS AND OTHER INFORMATION
PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES OF THE COMPANY
The Board confirms that during the Relevant Period, neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company’s listed securities.
COMPLIANCE WITH CORPORATE GOVERNANCE CODE
The Company is committed to achieve a high standard of corporate governance practices in enhancing the confidence of shareholders, investors, employees, creditors and business partners and also the growth of its business. The Board has and will continue to review and improve the Company’s corporate governance practices from time to time in order to increase its transparency and accountability to shareholders. The Company has adopted the code provisions as set out in the Corporate Governance Code (the “ CG Code ”) contained in Appendix 15 of the GEM Listing Rules as its own corporate governance code since the shares of the Company were listed on GEM of Stock Exchange on 16 January 2018. The Company has, so far as applicable, principally complied with the CG Code throughout the Relevant Period.
58 ISP Global Limited · Interim Report 2020/2021
DISCLOSURE OF INTERESTS AND OTHER INFORMATION
AUDIT COMMITTEE
The Company established an audit committee with written terms of reference in compliance with Rules 5.28 to 5.33 of the GEM Listing Rules on 14 December 2017 and revised on 11 January 2019 (the “ Audit Committee ”). The primary duties of the audit committee include, among others, (a) making recommendations to our Board on the appointment, re-appointment and removal of the external auditor and approving the remuneration and terms of engagement of the external auditor; (b) reviewing the Group’s financial statements, annual report and accounts, half-year report, and quarterly report and significant financial reporting judgements contained therein; and (c) reviewing the financial control, internal control and risk management systems of the Group. As at the date of this report, the Audit Committee comprises of three independent non-executive Directors, namely Mr. Tang Chi Wai, Dr. Cai Rongxin and Mr. Yan Xiaotian. Mr. Tang Chi Wai is the chairman of the Audit Committee.
The unaudited interim results of the Company for the Relevant Period not been audited by the Company’s independent auditors, but have been reviewed by the Audit Committee members who have provided advice and comments thereon.
ISP Global Limited · Interim Report 2020/2021 59
DISCLOSURE OF INTERESTS AND OTHER INFORMATION
Unless otherwise specified in this report and for the purpose of illustration only, S$ is translated into HK$ at the rate of S$1 = HK$5.85. No representation is made that any amounts in S$ have been or could be converted at the above rate of at any other rates or at all.
By order of the Board ISP Global Limited Mong Kean Yeow Chairman and executive Director
Hong Kong, 11 February 2021
As at the date of this report, the executive Directors are Mr. Mong Kean Yeow, Ms. Choon Shew Lang and Mr. Yuan Jianzhong, the non-executive Director is Mr. Cao Chunmeng and the independent non-executive Directors are Dr. Cai Rongxin, Mr. Tang Chi Wai, Mr. Yan Xiaotian, and Mr. Yuan Shuangshun.
This report will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting. This report will also be published on the Company’s website at www.ispg.hk.
- English name for identification purpose only
60 ISP Global Limited · Interim Report 2020/2021