Unitas Holdings Limited — Interim / Quarterly Report 2019

Feb 14, 2019

UNITAS HOLDINGS LIMITED 宏海控股集團有限公司

(Formerly known as Chanceton Financial Group Limited) (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8020)

2018 THIRD QUARTERLY REPORT

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

GEM has been positioned as a market designed to accommodate 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. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, 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.

Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this report, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this report.

This report, for which the directors (the “Directors”) of Unitas Holdings 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: (1) the information contained in this report is accurate and complete in all material respects and not misleading or deceptive; and (2) there are no other matters the omission of which would make any statement herein or in this report misleading.

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HIGHLIGHTS

• Unaudited revenue of the Group for the nine months ended 31 December 2018 amounted to HK$76,957,000, representing a decrease of approximately 19.3% when compare with the corresponding period in 2017.

• Consolidated profit attributable to owners of the Company for the nine months ended 31 December 2018 was approximately HK$782,000 as compared to a loss of approximately HK$4,074,000 in corresponding period in 2017. Such improvement was mainly due to release from recognition of imputed interest arising from the outstanding convertible bonds last year.

• Earnings per share of the Company for the nine months ended 31 December 2018 was approximately HK$0.03 cents.

• • The Directors do not recommend the payment of any dividend for the nine months ended 31 December 2018.

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FINANCIAL RESULTS (UNAUDITED)

The board of Directors (the “Board”) of Unitas Holdings Limited (the “Company”) is pleased to present the unaudited condensed consolidated results of the Company and its subsidiaries (collectively referred to as the “Group”) for the three months and nine months ended 31 December 2018, together with the unaudited comparative figures for the corresponding period in 2017, as follows:

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the three months and nine months ended 31 December 2018

Notes Revenue 3 Cost of sales Gross profit Other gains and losses 3 Administrative and operating expenses Finance costs 5 Profit/(loss) before tax 6 Income tax 7	Three months ended 31 December Nine months ended 31 December 2018 2017 2018 2017 (Unaudited) (Unaudited) (Unaudited) (Unaudited) HK$’000 HK$’000 HK$’000 HK$’000 (restated) (restated) 23,600 40,193 76,957 95,383 (19,319) (34,543) (62,407) (83,449)
	4,281 5,650 14,550 11,934 (1,274) (611) 542 4,303 (3,316) (4,466) (12,631) (15,982) – (1,081) – (4,301)
	(309) (508) 2,461 (4,046) (425) (257) (1,679) (28)

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Notes Profit/(loss) for the period Other comprehensive income, net of tax Items that may be subsequently reclassified to profit or loss: Other comprehensive income for the period, net of tax Total comprehensive income/ (loss) for the period Profit/(loss) attributable to owners of the Company for the period Total comprehensive income/ (loss) attributable to owners of the Company for the period Profit/(loss) per share attributable to owners of the Company 8 Basic and diluted (HK cents)	Three months ended 31 December Nine months ended 31 December 2018 2017 2018 2017 (Unaudited) (Unaudited) (Unaudited) (Unaudited) HK$’000 HK$’000 HK$’000 HK$’000 (restated) (restated) (734) (765) 782 (4,074) – – – –
	(734) (765) 782 (4,074)
	(734) (765) 782 (4,074)
	(734) (765) 782 (4,074)
	(0.03) (0.03) 0.03 (0.17)

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CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the nine months ended 31 December 2018

						Attributable	Attributable	to owners of the Company	to owners of the Company	to owners of the Company
														Retained
								Exchange		Convertible		Share base		profits/
		Share		Share		Other		translation		bond		payment	(accumulated			Total
		capital		premium		reserve		reserve		reserve		reserve		losses)		equity
		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000
At 1 April 2018 (audited)		24,730		288,837		19		–		–		1,954		(231,946)		83,594
Profit for the period		–		–		–		–		–		–		782		782
Other comprehensive income
for the period		–		–		–		–		–		–		–		–
Total comprehensive income
for the period		–		–		–		–		–		–		782		782
At 31 December 2018
(unaudited)		24,730		288,837		19		–		–		1,954		(231,164)		84,376
At 1 April 2017 (audited)		23,330		179,881		19		157		22,856		1,954		(213,252)		14,945
Loss for the period		–		–		–		–		–		–		(4,074)		(4,074)
Other comprehensive loss for the
period		–		–		–		–		–		–		–		–
Total comprehensive loss for the
period		–		–		–		–		–		–		(4,074)		(4,074)
Issue of new shares upon full
conversion of the convertible
bonds		1,400		108,956		–		–		(22,856)		–		–		87,500
At 31 December 2017
(unaudited)		24,730		288,837		19		157		–		1,954		(217,326)		98,371

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED THIRD QUARTERLY RESULTS For the nine months ended 31 December 2018

1. GENERAL INFORMATION

The Company was incorporated in the Cayman Islands on 20 April 2011 as an exempted company with limited liability under the Companies Law (2010 Revision) of the Cayman Islands. The registered office of the Company is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The principal place of business is located at Room 801B, 8/F, West Wing, Tsim Sha Tsui Centre, No. 66 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong. The Company’s shares were listed on the GEM of the Stock Exchange on 12 October 2011.

The Company is an investment holding company. The principal activities of its subsidiaries are the provision of corporate finance advisory services mainly to listed and non-listed companies in Hong Kong and the PRC as well as shipping and logistics services.

2. BASIS OF PRESENTATION AND PRINCIPAL ACCOUNTING POLICIES

The unaudited condensed consolidated third quarterly financial statements for the nine months ended 31 December 2018 (the “Third Quarterly Accounts”) have been prepared in accordance with Hong Kong Accounting Standard and Interpretations issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”) and the applicable disclosure requirements of the GEM Listing Rules.

The significant judgments made by management in applying the Group’s accounting policies and key sources of estimate uncertainty used in the preparation of the Third Quarterly Accounts are consistent with those used in the annual financial statements for the year ended 31 March 2018. The Third Quarterly Accounts do not include all of the information required for annual financial statements and thereby they should be read in conjunction with the Group’s annual financial statements for the year ended 31 March 2018, which have been prepared in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”).

The Third Quarterly Accounts have been prepared under the historical cost convention, except for certain financial assets and liabilities which have been measured at fair values. The Third Quarterly Accounts are presented in Hong Kong dollars (“HK$”) except when otherwise indicated.

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3. REVENUE AND OTHER REVENUE

Revenue represents fees income received from corporate finance advisory services rendered during the periods.

Revenue Corporate finance advisory income Dry bulk shipping services Other gains and losses Sundry income Interest income from a promissory note Interest income from a borrowing Management fee income Bank interest income Realised gain/(loss) on financial assets at FVTPL Unrealised (loss)/gain on financial assets at FVTPL	Three months ended 31 December Nine months ended 31 December 2018 2017 2018 2017 (Unaudited) (Unaudited) (Unaudited) (Unaudited) HK$’000 HK$’000 HK$’000 HK$’000 948 1,690 2,099 4,885 22,652 38,503 74,858 90,498
	23,600 40,193 76,957 95,383
	– – 1,963 1 – – – 198 – – 50 – 74 – 224 – – 13 1 14 – (624) – (3,536) (1,348) – (1,696) 7,626
	(1,274) (611) 542 4,303

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4. SEGMENT INFORMATION

The following is an analysis of the Group’s revenue and results by reportable segments:

Revenue Segment results Unallocated corporate expenses Finance cost Profit/(loss) before tax Income tax Profit/(loss) for the period	Corporate finance advisory service Dry bulk shipping Nine months ended 31 December Nine months ended 31 December 2018 2017 2018 2017 HK$’000 HK$’000 HK$’000 HK$’000 2,099 4,885 74,858 90,498	Consolidated Nine months ended 31 December 2018 2017 HK$’000 HK$’000 76,957 95,383
	(2,384) 3,879 10,114 4,458	7,730 8,337 (5,269) (8,082) – (4,301)
		2,461 (4,046) (1,679) (28)
		782 (4,074)

5. FINANCE COSTS

	Three months ended	Three months ended	Nine months ended	Nine months ended
	31 December		31 December
	2018	2017	2018	2017
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
	HK$’000	HK$’000	HK$’000	HK$’000
Imputed interest on convertible
bond	–	1,081	–	4,301

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6. PROFIT/(LOSS) BEFORE TAX

The Group’s (loss)/profit before tax is arrived at after charging:

Depreciation Minimum lease payment under operating lease: – Property rental – Wages, salaries, allowances and bonus – Pension scheme contributions	Three months ended 31 December Nine months ended 31 December 2018 2017 2018 2017 (Unaudited) (Unaudited) (Unaudited) (Unaudited) HK$’000 HK$’000 HK$’000 HK$’000 120 122 362 365 291 245 801 734 2,220 3,568 8,651 12,664 46 71 184 191
	2,266 3,639 8,835 12,855

7. INCOME TAX

Hong Kong profits tax has been provided at the rate of 16.5% (2017: 16.5%) for the three months and nine months ended 31 December 2018 and 2017.

Current tax Deferred tax	Three months ended 31 December Nine months ended 31 December 2018 2017 2018 2017 (Unaudited) (Unaudited) (Unaudited) (Unaudited) HK$’000 HK$’000 HK$’000 HK$’000 425 436 1,679 738 – (179) – (710)
	425 257 1,679 28

There was no significant unprovided deferred tax for the relevant periods and at the end of each reporting period.

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8. DIVIDENDS

The Board does not recommend the payment of any dividend for the nine months ended 31 December 2018.

9. EARNINGS/(LOSS) PER SHARE

Basic earnings/(loss) per share for each of the three months and nine months ended 31 December 2018 and 2017 are calculated by dividing the (loss)/profit attributable to the owners of the Company by the weighted average number of ordinary shares in issue during the periods.

	For the three	For the nine	For the three	For the nine
	months ended	months ended	months ended	months ended
	31 December 2018	31 December 2018	31 December 2017	31 December 2017
Profit/(Loss) attributable to the owners of the
Company	(HK$734,000)	HK$782,000	(HK$765,000)	(HK$4,074,000)
Weighted average number of ordinary share in issue	2,472,959,333	2,472,959,333	2,357,848,221	2,350,187,673
Earnings/(loss) per share (HK cents per share)	(0.03)	0.03	(0.03)	(0.17)

All outstanding share options of the Company have not been included in the computation of diluted earnings per share as they did not have a dilutive effect to the Company’s earnings/(loss) per share during the three months and nine months ended 31 December 2018 because the exercise prices of these Company’s share options were higher than the average market prices of the Company’s shares during the period.

10. APPROVAL OF THIRD QUARTERLY FINANCIAL STATEMENTS

The Third Quarterly Accounts were approved and authorised for issue by the Board on 14 February 2018.

DIVIDEND

The Directors do not recommend the payment of an dividend for the nine months ended 31 December 2018.

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MANAGEMENT DISCUSSION AND ANALYSIS

Business Review

The Group is principally engaged in the provision of corporate finance advisory services mainly to listed and non-listed companies in Hong Kong and the PRC as well as provision of shipping and logistics services.

Corporate finance advisory business

The Group continues seeking to position itself as one of the active local corporate finance advisory service providers in Hong Kong. The Group provides a broad range of corporate finance advisory services to its clients, including:

• (i) advising on the The Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rule”), the GEM Listing Rules and The Codes on Takeovers and Mergers and Share Repurchases (the “Takeovers Code”);

• (ii) acting as independent financial adviser to transactions of listed issuers falling under the Listing Rules, the GEM Listing Rules and the Takeovers Code;

• (iii) advising on merger(s) and acquisition(s) (the “M&A”) activities and other corporate activities; and

• (iv) advising on corporate resumption.

During the period under review, the Group recorded revenue of approximately HK$2,099,000, representing a decrease of approximately 57% when compared to the corresponding period in 2017.

Shipping and logistics business

During the period under review, dry bulk shipping business recorded revenue of approximately HK$74,858,000, representing a decrease of approximately 17.3% when compared with the corresponding period in 2017.

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MANAGEMENT DISCUSSION AND ANALYSIS (CONTINUED)

Financial Review

Results

For the nine months ended 31 December 2018, the revenue of the Group decreased by approximately 19.3% to approximately HK$76,957,000 compared to approximately HK$95,383,000 in the corresponding period in 2017. The decrease was mainly due to the decline in performance of the Group’s shipping and logistics business.

The Group’s administrative and operating expenses for the nine months ended 31 December 2018 was approximately HK$12,631,000 as compare to approximately HK$15,892,000 recorded in the corresponding period in 2017.

The Group’s profit attributable to owners of the Company for the nine months ended 31 December 2018 was approximately HK$782,000 compared to a loss of approximately HK$4,074,000 in the corresponding period last year. Such improvement was mainly due to release from recognition of imputed interest arising from the outstanding convertible bonds last year.

FOREIGN EXCHANGE EXPOSURE

The Group continues to adopt a conservative treasury policy with all bank deposits being kept in Hong Kong dollars, keeping a minimum exposure to foreign exchange risks.

TREASURY POLICIES

The Group adopts a conservative approach towards its treasury policies. The Group strives to reduce exposure to credit risk by performing ongoing credit evaluation of the financial conditions of its clients. To manage liquidity risk, the Board closely monitors the Group’s liquidity position to ensure that the liquidity structure of the Group’s assets, liabilities and commitments can meet its funding requirements.

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PLEDGE OF ASSETS

As at 31 December 2018, the Group did not pledge any of its assets (31 December 2017: nil) as securities for the banking facilities granted to the Group.

EMPLOYEES AND REMUNERATION POLICIES

As at 31 December 2018, the Group had 20 full-time employees (31 December 2017: 25), including the Directors. Total employee benefit expenses (including Directors’ emoluments) were approximately HK$8,835,000 for the nine months ended 31 December 2018 as compared to approximately HK$12,855,000 for the nine months ended 31 December 2017. Remuneration is determined with reference to market terms and the performance, qualification and experience of individual employee. Discretionary bonuses will be paid to employees with reference to the financial performance of the Group in the preceding financial year as recognition of and reward for their contributions. Other benefits include contributions to statutory mandatory provident fund scheme and medical benefit to its employees in Hong Kong.

OUTLOOK

In spite of the uncertainties in the global economy and the competitive business environment, we are optimistic and see potential opportunities in the corporate finance advisory services industry and shipping and logistics industry. We will continue to pursue our core business and to strengthen it by enhancing technical competence, expanding the alliance network and improving public awareness.

The Company’s Directors and management will continue to dedicate their best effort to lead the Group to strive for the best interests for its shareholders.

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SHARE OPTION SCHEME

The Company has conditionally adopted the share option scheme (the “Scheme”) on 21 September 2011 under which certain selected classes of participants (including, among others, full-time employees) may be granted options to subscribe for the Company’s shares. The principal terms of the Scheme are summarised in the paragraph headed “Share Option Scheme” in Appendix V to the prospectus of the Company.

Details of options granted are as follows:

					Remaining
			Exercise	Fair value at	contractual
Options	Date of	Exercisable	price per	grant date	life of
type	grant	period	share	per share	options
			HK$	HK$
2014	17/9/2014	17/9/2014 –	0.68	0.13027	6 years
		16/9/2024

The following table discloses movements of the Company’s share options held by employees and directors during the period ended 31 December 2018:

Participant Date of grant Exercise price per share Exercise period HK$ Employees other than directors 17/9/2014 0.68 17/9/2014 – 16/9/2024 Consultants 17/9/2014 0.68 17/9/2014 – 16/9/2024	Number of options At 1 April 2018 Granted during the period Exercised during the period Cancelled during the period Lapsed during the period At 31 December 2018 ‘000 ‘000 ‘000 12,500 – – – – 12,500 2,500 – – – – 2,500
	15,000 – – – – 15,000

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DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ANY ASSOCIATED CORPORATION

As at 31 December 2018, the interests and short positions of each Director and chief executive of the Company in the shares, underlying shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) (“SFO”)) which were required to be 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 they were taken or deemed to have under such provisions of the SFO) or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or which were required, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by the Directors, to be notified to the Company and the Stock Exchange, were as follows:

Long positions in the Company

				Approximate
				percentage of
		Number of	Number of	shareholding
Name of Director and		ordinary	underlying	in the
chief executive	Type of interests	shares held	shares held	Company
Ms. Ho Chiu Ha Maisy	Beneficial owner	406,000,000	–	16.42%
(Note 1)
	Interest of a	229,062,500	–	9.26%
	controlled
	corporation
Mr. Wong Kam Wah (Note 2)	Interest of a	70,000,000	–	2.83%
	controlled
	corporation
Ms. Man Wing Yee Ginny	Beneficial owner	440,040,000	–	17.79%
Mr. Wang Qiang	Beneficial owner	100,000,000	–	4.04%
Mr. Lau Ling Tak	Beneficial owner	43,937,500	–	1.78%

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DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ANY ASSOCIATED CORPORATION (CONTINUED)

Long positions in the Company (Continued)

Note(s):

1. Ms. Ho Chiu Ha Maisy has a total interest in 635,062,500 shares/underlying shares (representing an aggregate of approximately 25.68% shareholding in the Company), of which (i) 227,062,500 shares were held by Refulgent Sunrise Limited, a company owned as to 36% by Ms. Ho Chiu Ha Maisy. As a result, Ms. Ho Chiu Ha Maisy is deemed to be interested in the 229,062,500 shares of the Company through Refulgent Sunrise Limited by virtue of the SFO; and (ii) Ms. Ho Chiu Ha Maisy personal held 406,000,000 shares.

2. The 70,000,000 shares are registered in the name of Kate Glory Limited. Mr. Wong Kam Wah is the beneficial owner of 100% of the issued share capital of Kate Glory Limited. By virtue of the SFO, Mr. Wong Kam Wah is deemed to be interested in 70,000,000 shares held by Kate Glory Limited.

Save as disclosed above, as at 31 December 2018, none of the Directors and chief executive of the Company had any other interests or short positions in any shares, underlying shares or debentures of the Company or its associated corporation (within the meaning of Part XV of the SFO) which were required to be 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 they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or which were required, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by the Directors, to be notified to the Company and the Stock Exchange.

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SUBSTANTIAL SHAREHOLDERS’ INTERESTS IN SHARES

As at 31 December 2018, so far as was known to the Directors, the following persons/ entities (other than the Directors or chief executive of the Company) had, or were deemed to have, interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company 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, or who were directly or indirectly interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company or any member of the Group were as follows:

Long positions in the Company

				Approximate
				percentage of
		Number of	Number of	shareholding
		ordinary	underlying	in the
Name of shareholders	Capacity	shares held	shares held	Company
Refulgent Sunrise Limited	Beneficial owner	229,062,500	–	9.26%
(Note)
Mr. Zhao Genlong	Beneficial owner	200,000,000	–	8.09%

Note:

Refulgent Sunrise Limited is a company incorporated in BVI with limited liabilities and is owned as to 36% by Ms. Ho Chiu Ha Maisy. As a result, Ms. Ho Chiu Ha Maisy is deemed to be interested in this shareholding through Refulgent Sunrise Limited by virtue of the SFO. Ms. Ho Chiu Ha Maisy personally held 406,000,000 shares.

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SUBSTANTIAL SHAREHOLDERS’ INTERESTS IN SHARES (CONTINUED)

Long positions in the Company (Continued)

Save as disclosed above, as at 31 December 2018, the Directors were not aware of any other persons/entities (other than the Directors and chief executive of the Company) who had interests or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company 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, or who is directly or indirectly interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company or any member of the Group.

DIRECTOR’S RIGHTS TO ACQUIRE SHARES OR DEBENTURES

At no time during the reporting period were rights to acquire benefits by means of the acquisition of shares in or debentures of the Company or of any other body corporate granted to any Directors or their respective spouse or children under 18 years of age, or were any such rights exercised by them; or was the Company, its holding company or any of its subsidiaries a party to any arrangements to enable the Directors, their respective spouse or children under 18 years of age to acquire such rights in the Company or any other body corporate.

PURCHASE, REDEMPTION OR SALE OF THE LISTED SECURITIES OF THE COMPANY

Neither the Company, nor any of its subsidiaries, has purchased, redeemed or sold any of the Company’s listed shares during the nine months ended 31 December 2018.

DIRECTOR’S INTERESTS IN COMPETING INTERESTS

During the nine months ended 31 December 2018, none of the Directors, the management shareholders of the Company and their respective associates (as defined in the GEM Listing Rules) had any interest in a business which causes or may cause a significant competition with the business of the Group and any other conflicts of interest which any such person has or may have with the Group.

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CODE OF CONDUCT REGARDING SECURITIES TRANSACTIONS BY DIRECTORS

The Company has adopted a code of conduct regarding securities transactions by directors on terms no less exacting than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules. Having made specific enquiry of all directors, the Company was not aware of any non-compliance with such required standard of dealings and its code of conduct regarding securities transactions by directors during the nine months ended 31 December 2018.

CODE OF CORPORATE GOVERNANCE PRACTICES

Throughout the nine months ended 31 December 2018, the Company had complied with all the code provisions set out in the Appendix 15 Corporate Governance Code and Corporate Governance Report (the “CG Code”) of the GEM Listing Rules with the exception of the following deviation:

CODE PROVISION E.1.2

Code provision E.1.2 of the CG Code stipulates that the chairman of the board should attend the annual general meeting.

DEVIATION

The chairlady of the Board, Ms. Ho Chiu Ha Maisy, was unable to attend the annual general meeting of the Company held on 28 September 2018 (the “AGM 2018“) as she had other important business engagement. However, Mr. Lau Ling Tak, an executive Director, had chaired the AGM 2018 in accordance with the articles of association of the Company.

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AUDIT COMMITTEE

The Company set up an audit committee (the “Committee”) on 21 September 2011, with written terms of reference in compliance with the GEM Listing Rules, for the purpose of reviewing and providing supervision over the financial reporting process and internal control of the Group. The Committee comprises four independent non-executive Directors, namely Mr. Siu Chi Yiu Kenny, Mr. Lee Chi Keung Jim, Mr. William Robert Majcher and Mr. Yau Yan Ming Raymond (as the Committee chairman). The unaudited condensed consolidated financial statements of the Group for the nine months ended 31 December 2018 have not been audited by the Company’s auditors, but have been reviewed by the Committee, who is of the opinion that the financial statements comply with the applicable accounting standards, the Stock Exchange and legal requirements, and that adequate disclosures have been made.

By Order of the Board Unitas Holdings Limited Ho Chiu Ha Maisy Chairlady

Hong Kong, 14 February 2019

As at the date of this report, the Company’s executive Directors are Ms. Ho Chiu Ha Maisy (Chairlady), Mr. Wong Kam Wah, Mr. Lau Ling Tak, Ms. Man Wing Yee Ginny, and Mr. Wang Qiang, and the independent non-executive Directors are Mr. Siu Chi Yiu Kenny, Mr. Lee Chi Keung Jim, Mr. William Robert Majcher and Mr. Yau Yan Ming Raymond.

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