Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

China Vered Financial Holding Corporation Limited

中 薇 金 融 控 股 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 245)

(1) INTERIM RESULTS

FOR THE SIX MONTHS ENDED 30 JUNE 2020;

    1. CHANGE OF COMPANY WEBSITE ADDRESS; AND
  1. CANCELLATION OF THE STRATEGY EXECUTION COMMITTEE

The board (the "Board") of directors (the "Directors") of China Vered Financial Holding Corporation Limited (the "Company") presents the unaudited condensed consolidated financial statements of the Company and its subsidiaries (the "Group") for the six months ended 30 June 2020 as follows:

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS (UNAUDITED)

FOR THE SIX MONTHS ENDED 30 JUNE 2020

Six months ended 30 June

2020

2019

Note

HK$'000

HK$'000

Interest income

8

140,051

66,644

Commission and fee income

9

11,968

(10,115)

Investment income

10

5,011

425

Total revenue

6

157,030

56,954

Net gain/(loss) on financial assets

  at fair value through profit or loss and

  financial assets at fair value through

17,629

  other comprehensive income

(45,458)

Other income

80

6

Trading costs

(10,030)

(1,087)

Commission expenses

(59)

-

Staff costs and related expenses

(38,810)

(44,169)

Premises expenses

(11,661)

(24,664)

Legal and professional fees

(8,591)

(6,104)

Depreciation

6

(6,203)

(2,906)

Information technology expenses

(2,466)

(2,829)

Expected credit losses allowance

16,17

(8,120)

(26,262)

Other operating expenses

(22,737)

(18,599)

Share of post-tax profit/(loss) of associates

14

23,320

(2,214)

Finance costs

(7,024)

(5,854)

Profit/(loss) before income tax

6

82,358

(123,186)

Income tax (expense)/credit

7

(14,935)

18,826

Profit/(loss) for the period

67,423

(104,360)

- 1 -

Six months ended 30 June

2020

2019

Note

HK$'000

HK$'000

Profit/(loss) attributable to:

68,050

- Owners of the Company

(103,144)

- Non-controlling interests

(627)

(1,216)

67,423

(104,360)

HK Cents

HK Cents

per share

per share

Earnings/(loss) per share attributable to

  owners of the Company

Basic earnings/(loss) per share

12

0.20

(0.36)

Diluted earnings/(loss) per share

12

0.20

(0.36)

- 2 -

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

FOR THE SIX MONTHS ENDED 30 JUNE 2020

Six months ended 30 June

2020

2019

HK$'000

HK$'000

Profit/(loss) for the period

67,423

(104,360)

Other comprehensive (loss)/income

Items that will not be reclassified to profit or loss

Net change on fair value of financial assets at

  other comprehensive income, net of tax

(36,589)

(53,728)

Items that may be reclassified subsequently to profit or loss

Net change on fair value of financial assets at

  other comprehensive income, net of tax

(11,496)

3,570

Exchange differences on translation of foreign operations

(4,179)

1,774

Other comprehensive loss for the period, net of tax

(52,264)

(48,384)

Total comprehensive income/(loss) for the period

15,159

(152,744)

Total comprehensive income/(loss) for the

  period attributable to:

- Owners of the Company

11,056

(152,525)

- Non-controlling interests

4,103

(219)

15,159

(152,744)

- 3 -

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)

AS AT 30 JUNE 2020

30 June

31 December

2020

2019

Note

HK$'000

HK$'000

ASSETS

Non-current assets

Property, plant and equipment

13

21,907

27,022

Right-of-use assets

22,822

24,630

Goodwill

15,871

15,871

Other intangible assets

700

700

Investments in associates

14

164,575

138,942

Rental and other deposits

3,605

6,585

Financial assets at fair value through profit or loss

15

1,105,598

853,734

Financial assets at fair value through

other comprehensive income

16

1,772,492

1,372,404

Financial assets at amortised cost

402,630

523,001

Deferred tax assets

96,847

99,194

Total non-current assets

3,607,047

3,062,083

Current assets

Margin receivables and other trade receivables

74,070

78,709

Financial assets at fair value through profit or loss

15

420,648

217,587

Financial assets at fair value through

other comprehensive income

16

62,698

-

Financial assets at amortised cost

369,269

-

Loan and interest receivables

17

77,380

175,089

Other interest receivables

52,863

53,058

Tax receivables

578

694

Other receivables, prepayments and deposits

45,690

13,294

Pledged bank deposits

302

292

Deposits with brokers

435,007

18,936

Cash and bank balances

315,559

2,117,233

Total current assets

1,854,064

2,674,892

Total assets

5,461,111

5,736,975

- 4 -

30 June

31 December

2020

2019

Note

HK$'000

HK$'000

EQUITY

Equity attributable to owners of the Company

Share capital

6,154,374

6,154,374

Other reserves

411,788

647,082

Accumulated losses

(1,291,420)

(1,359,470)

5,274,742

5,441,986

Non-controlling interests

(240,263)

(244,366)

Total equity

5,034,479

5,197,620

LIABILITIES

Non-current liability

Lease liabilities

13,514

11,534

Total non-current liability

13,514

11,534

Current liabilities

Loan and interest payables

75,200

312,933

Margin payables

229,402

31,325

Current tax liabilities

42,055

30,051

Accruals and other payables

56,821

139,996

Lease liabilities

9,640

13,516

Total current liabilities

413,118

527,821

Total liabilities

426,632

539,355

Total equity and liabilities

5,461,111

5,736,975

- 5 -

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

  1. GENERAL INFORMATION
    China Vered Financial Holding Corporation Limited (formerly known as China Minsheng Financial Holding Corporation Limited) (the "Company") and its subsidiaries (together, "the Group") was incorporated in Hong Kong with limited liability. The address of its registered and business office is 22/F, China Taiping Tower, 8 Sunning Road, Causeway Bay, Hong Kong. The condensed consolidated financial statements were authorised for issue on 26 August 2020.
    The Company has its primary listing on the Main Board of the Stock Exchange of Hong Kong Limited. The
    Company changed its English name from "China Minsheng Financial Holding Corporation Limited" to "China Vered Financial Holding Corporation Limited" and its Chinese name from "中國民生金融控股有限 公司" to "中薇金融控股有限公司" on 13 July 2020.
    The Company is an investment holding company. The principal activities of its principal subsidiaries include investment holding, provision of asset management services, consultancy services, financing services, securities advisory and securities brokerage services.
    These condensed consolidated financial statements are presented in Hong Kong dollars ("HK$"), unless otherwise stated.
    The financial information relating to the year ended 31 December 2019 that is included in the condensed consolidated financial statements for the six months ended 30 June 2020 as comparative information does not constitute the Company's statutory annual consolidated financial statements for that year but is derived from those financial statements. Further information relating to these statutory financial statements required to be disclosed in accordance with section 436 of the Hong Kong Companies Ordinance (Cap. 622) is as follows:
    The Company has delivered the financial statements for the year ended 31 December 2019 to the Registrar of Companies as required by section 662(3) of, and Part 3 of Schedule 6 to, the Hong Kong Companies Ordinance (Cap. 622).
  2. BASIS OF PREPARATION
    These condensed consolidated financial statements have been prepared in accordance with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and in compliance with Hong Kong Accounting Standard ("HKAS") 34, Interim Financial Reporting, issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA"). The condensed consolidated financial statements were reviewed by the Audit Committee. The Board of Directors of the Group has approved the condensed consolidated financial statements on 26 August 2020.
    The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended 31 December 2019, which have been prepared in accordance with Hong Kong Financial Reporting Standards ("HKFRSs").
    The condensed consolidated financial statements are unaudited, but has been reviewed by PricewaterhouseCoopers in accordance with Hong Kong Standards on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by HKICPA.

- 6 -

  1. ACCOUNTING POLICIES
    The accounting policies applied in preparing these condensed consolidated financial statements are the same as those applied in preparing the consolidated financial statements for the year ended 31 December 2019, as disclosed in the Annual Report for 2019.
    Standards applied during half-year to 30 June 2020
    There were no new standards or amendments to standards that had a material effect to these interim condensed consolidated financial statements.
  2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
    The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
    In preparing this condensed consolidated financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2019.
  3. FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS
    1. Financial risk factors
      The Group's activities expose it to a variety of financial risks: market risk (including foreign exchange risk, price risk and interest rate risk), credit risk and liquidity risk.
      The interim condensed consolidated financial information do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements as at 31 December 2019.
      There have been no material changes in the risk management policies since year end.
    2. Liquidity risk

Compared to year ended 31 December 2019, the contractual undiscounted cash out flows for financial liabilities in the Group is as follows:

As at 30 June 2020

On demand

or less than

Between

Between

1 year

1 and 2 years

2 and 5 years

Over 5 years

Total

HK'000

HK$'000

HK$'000

HK$'000

HK$'000

Loan and interest payables

3,513

76,533

-

-

80,046

Margin payables

229,402

-

-

-

229,402

Other payables

8,938

-

-

-

8,938

Lease liabilities

9,640

8,742

4,772

-

23,154

251,493

85,275

4,772

-

341,540

- 7 -

As at 31 December 2019

On demand

or less than

Between

Between

1 year

1 and 2 years

2 and 5 years

Over 5 years

Total

HK'000

HK$'000

HK$'000

HK$'000

HK$'000

Loan and interest payables

329,971

-

-

-

329,971

Margin payables

31,325

-

-

-

31,325

Other payables

83,426

-

-

-

83,426

Lease liabilities

13,516

8,745

2,789

-

25,050

458,238

8,745

2,789

-

469,772

5.3 Fair value of financial assets and liabilities

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

  • Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
  • Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).
  • Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

The following table presents the Group's financial assets and liabilities that are measured at fair value as at 30 June 2020.

Level 1

Level 2

Level 3

Total

HK$'000

HK$'000

HK$'000

HK$'000

Assets

Financial assets at fair value

  through profit or loss

- Listed equity investments

238,611

-

-

238,611

- Unlisted equity investments

-

-

457,454

457,454

- Unlisted investment funds

-

-

169,369

169,369

- Convertible bonds, note and loan

-

53,111

344,942

398,053

- Leverage note

-

-

45,572

45,572

- Structured note

-

-

174,383

174,383

- Listed debt investments

-

42,804

-

42,804

Financial assets at fair value

through other comprehensive

income

- Unlisted investment funds

-

137,856

434,021

571,877

- Listed debt investments

-

1,263,313

-

1,263,313

Total

238,611

1,497,084

1,625,741

3,361,436

- 8 -

The following table presents the Group's financial assets and liabilities that are measured at fair value as at 31 December 2019.

Level 1

Level 2

Level 3

Total

HK$'000

HK$'000

HK$'000

HK$'000

Assets

Financial assets at fair

  value through profit or loss

- Unlisted equity investments

-

-

459,669

459,669

- Unlisted investment funds

-

-

180,199

180,199

- Convertible bonds

-

52,450

295,938

348,388

- Listed equity investments

44,328

-

-

44,328

- Listed debt investments

-

38,737

-

38,737

Financial assets at

  fair value through other

  comprehensive income

- Unlisted investment fund

-

168,600

-

168,600

- Listed debt investments

-

1,203,804

-

1,203,804

Total

44,328

1,463,591

935,806

2,443,725

Liabilities

Derivative financial instruments

- Total return swap

-

-

-

-

Total

-

-

-

-

The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1. Instruments included in level 1 comprise primarily listed equity investments classified as financial assets at fair value through profit or loss.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Unlisted investment funds classified as level 2 is mainly because they are open-ended investment fund and their underlying investments are listed equity investments.

Unlisted investment funds classified as level 3 is principally due to their underlying investments are unlisted equity or unlisted debt investments.

Below is the table setting out quantitative information about fair value measurements using significant unobservable inputs (Level 3).

- 9 -

Relationship of

Fair value as at

Valuation

Unobservable

unobservable

Equity investments

30 June 2020

techniques

input

Range

inputs to fair value

HK$'000

Unlisted investment

97,655

Market approach

Sales multiples

1.5x-9.5x

The higher the multiples,

funds

the higher the fair value

71,714

Net asset value

n/a

n/a

n/a

(note a)

434,021

Recent transaction

n/a

n/a

n/a

Unlisted equity

457,271

Market approach

Sales multiples

4.1x-8.7x

The higher the multiples,

investment

the higher the fair value

1.8x-3.3x

The higher the multiples,

the higher the fair value

Convertible bonds

294,514

Recent transaction

n/a

n/a

n/a

36,020

Recent transaction

n/a

n/a

n/a

Convertible loan

14,408

Recent transaction

n/a

n/a

n/a

Structured note

174,383

Recent transaction

n/a

n/a

n/a

Leverage note

45,572

Recent transaction

n/a

n/a

n/a

Fair value as at

Relationship of

31 December

Valuation

Unobservable

unobservable

Equity Investments

2019

techniques

input

Range

inputs to fair value

HK$'000

Unlisted investment

98,127

Market approach

Sales multiples

1.5x-9.5x

The higher the multiples,

funds

the higher the fair value

82,072

Net asset value

n/a

n/a

n/a

(note a)

Unlisted equity

459,483

Market approach

Sales multiples

4.1x-8.7x

The higher the multiples,

investment

the higher the fair value

Book multiples

1.8x-3.3x

The higher the multiples,

the higher the fair value

Convertible bond

295,938

Recent transaction

n/a

n/a

n/a

  1. The Group has determined that the reported net asset value represents fair value at the end of the reporting period.

- 10 -

There have been no significant transfers between level 1, level 2 and level 3 for the period ended 30 June 2020.

There is no significant inter-relationship between unobservable inputs that materially affect fair values.

The following table presents the changes in level 3 items for the period/year ended 30 June 2020 and

31 December 2019 for recurring fair value measurements:

30 June

31 December

2020

2019

HK$'000

HK$'000

Opening balance as at beginning of the period/year

935,806

2,000,109

Purchases

705,376

298,167

Disposals

-

(1,173,611)

Transfer from level 2

-

134,136

Amounts recognised in profit or loss

  Currency translation difference

(4)

(4)

  Net loss recognised at financial assets at fair value

    through profit or loss

(15,437)

(322,991)

Closing balance as at period/year end

1,625,741

935,806

  • includes unrealised gains/(losses) recognised in profit or loss   attributable to balances held at the end of the

  reporting period/year

(15,437)

(409,495)

5.4 Fair value of financial assets and liabilities measured at amortised cost

The fair value of the following financial assets and liabilities approximate their carrying amount:

  • Margin receivables and other trade receivables
  • Financial assets at amortised cost
  • Loan and interest receivables
  • Deposits with brokers
  • Cash and bank balances
  • Pledged bank deposits
  • Other interest receivables
  • Other payables
  • Margin payables
  • Loan and interest payables
  • Lease liabilities

- 11 -

6 SEGMENT INFORMATION

Chief operating decision maker ("CODM") has been identified as the Executive Directors of the Company. Management has determined the operating segments based on the reports reviewed by the CODM that are used to assess performance and allocate resources. The CODM considers the business from the operations nature perspective, including the provision for asset management services ("Asset management"), securities brokerage services ("Securities brokerage"), investment holding ("Investment holding") and investment banking ("Investment banking"). Each of the Group's operating segments represents a strategic business unit that is managed by different business unit leaders. Information provided to the CODM is measured in a manner consistent with that in the condensed consolidated financial statements.

The segment information provided to the CODM for the reportable segments for the six months ended 30 June 2020 and 2019 is as follows:

Six months ended 30 June 2020

Reportable

Asset

Securities

Investment

Investment

segment

Unallocated

management

brokerage

holding

banking

total

amount

Total

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

(Note)

Revenue from external customers

23

11,575

141,206

-

152,804

4,226

157,030

Net gain/(loss) on financial assets at

  fair value though profit or loss

  and financial assets at fair value

through other comprehensive

-

-

14,620

-

14,620

3,009

17,629

income

23

11,575

155,826

-

167,424

7,235

174,659

Segment profit/(loss) before

(9,292)

(11,818)

152,020

(1,131)

129,779

(47,421)

82,358

income tax

Other segment information:

2

8,103

127,720

-

135,825

4,226

140,051

Interest income

Depreciation and amortisation

(120)

(1,376)

(5)

-

(1,501)

(4,702)

(6,203)

Six months ended 30 June 2019

Reportable

Asset

Securities

Investment

Investment

segment

Unallocated

management

brokerage

holding

banking

total

amount

Total

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

(Note)

Revenue from external customers

(25,917)

32,943

40,002

-

47,028

9,926

56,954

Net (loss)/gain on financial assets at

  • fair value through profit or loss
  • and financial assets at fair value
  • through other comprehensive

  income

-

-

(45,840)

-

(45,840)

382

(45,458)

(25,917)

32,943

(5,838)

-

1,188

10,308

11,496

Segment loss before income tax

(31,550)

(14,491)

(7,776)

(2,009)

(55,826)

(67,360)

(123,186)

Other segment information:

Interest income

-

27,629

29,089

-

56,718

9,926

66,644

Depreciation and amortisation

(30)

(761)

-

-

(791)

(2,115)

(2,906)

Note: The "unallocated amount" primarily included unallocated expenditures for head office operations as well as interest income and interest expenses incurred for general working capital.

- 12 -

7 INCOME TAX

Hong Kong profits tax has been provided at the rate of 16.5% (2019: 16.5%) on the estimated assessable profits arising in Hong Kong during the period and taxation on profits assessable elsewhere have been calculated at the rates of income tax prevailing in the countries in which the Group operates respectively.

The PRC Enterprise Income Tax rate is 25% (2019: 25%).

Six months ended 30 June

2020

2019

HK$'000

HK$'000

Hong Kong Profits Tax

  - charge for the period

10,715

4,642

  - underprovision/(overprovision) for prior year

1,468

(593)

PRC Enterprise Income Tax

  - charge for the period

220

31

Overseas income tax

  - charge for the period

185

-

Deferred tax

  - charge/(credit) for the period

2,347

(22,906)

Income tax expense/(credit)

14,935

(18,826)

8

INTEREST INCOME

Six months ended 30 June

2020

2019

HK$'000

HK$'000

Interest income from loan lending business

8,610

40,437

Interest income from margin financing business

7,966

13,169

Interest income from investment in debt instruments

  classified as financial assets at amortised cost

29,353

-

Interest income from financial assets at fair value through

  other comprehensive income

64,851

3,065

Interest income from financial assets at fair value through profit or loss

24,776

-

Other interest income

4,495

9,973

140,051

66,644

9

COMMISSION AND FEE INCOME

Six months ended 30 June

2020

2019

HK$'000

HK$'000

Advisory fee income

116

-

Commission income from securities brokerage

1,485

2,883

Loan arrangement fee income

5,374

9,712

Management fee income earned from asset management

2,066

3,191

Performance-based fee income earned from asset management

(2,161)

(29,108)

Referral fee income

-

776

Underwriting fee income

5,088

2,431

11,968

(10,115)

- 13 -

10 INVESTMENT INCOME

Six months ended 30 June

2020

2019

HK$'000

HK$'000

Dividend income

5,011

425

5,011

425

  1. DIVIDENDS
    The Directors have resolved not to declare any interim dividend in respect of the six months ended 30 June 2020 (six months ended 30 June 2019: Nil).
  2. EARNINGS/(LOSS) PER SHARE Basic earnings/(loss) per share
    The calculation of basic earnings/(loss) per share attributable to owners of the Company is based on the profit for the period attributable to owners of the Company of approximately HK$68,050,000 (2019: loss for the period of approximately HK$103,144,000) and the weighted average number of ordinary shares of 33,357,539,000 (2019: 28,928,719,000) in issue during the period (excluding the ordinary shares purchased by the Company under the share award plan).
    Diluted earnings/(loss) per share
    The calculation of the diluted earnings/(loss) per share attributable to owners of the Company is based on the profit for the period attributable to owners of the Company of approximately HK$68,050,000 (2019: loss for the period approximately HK$103,144,000). The weighted average number of ordinary shares used in the calculation is the number of ordinary shares of 33,348,034,000 (2019: 28,928,719,000) in issue during the period (excluding the ordinary shares purchased by the Company under the share award plan) and the weighted average number of ordinary shares of 1,366,425,000 (2019: Nil) deemed to be issued assuming the diluted impact on the shares under the share award plan.
  3. PROPERTY, PLANT AND EQUIPMENT
    During the six months ended 30 June 2020, the Group acquired property, plant and equipment with a cost of HK$1,371,000 (six months ended 30 June 2019: HK$20,346,000).
    Property, plant and equipment with a net book value of HK$272,000 were written off by the Group during the six months ended 30 June 2020 (six months ended 30 June 2019: HK$684,000), resulting in a net loss on written off of HK$272,000 (six months ended 30 June 2019: net loss of HK$684,000).
  4. INVESTMENTS IN ASSOCIATES
    Set out below are the associates of the Group as at 30 June 2020 which, in the opinion of the directors, are material to the Group.

Percentage of

Country of

ownership

Nature of the

Measurement

Name of entity

Place of business

incorporation

interest

relationship

method

Grand Flight Holding Company

The PRC

Cayman Islands

30%

Note 1

Equity

  Limited

Grand Flight Hooyoung

The PRC

Cayman Islands

30%

Note 2

Equity

  Investment L.P.

- 14 -

Note 1: Grand Flight Holding Company Limited is a company registered in Cayman Islands.

Note 2: Grand Flight Hooyoung Investment L.P. is an investment fund registered in Cayman Islands.

The total capital contributions for the investment was US$25,087,000 (approximately HK$200,229,000). There is no quoted market price available for both associates.

30 June 31 December

2020 2019

HK$'000 HK$'000

Investments in associates

164,575

138,942

The following table shows financial information of the associates of the Group.

Grand Flight

Grand Flight

Holding

Hooyoung

Company

Investment

Limited

L.P.

HK$'000

HK$'000

At 30 June 2020:

Current assets

25,035

532,626

Current liabilities

(9,078)

-

Net current assets

15,957

532,626

Six months ended 30 June 2020:

Revenue

7,714

-

Profit

2,028

78,044

Total comprehensive income

2,028

78,044

Opening net assets 1 January

14,000

449,142

Increase in equity interest

-

7,719

Profit for the period

2,028

78,044

Currency translation difference

(71)

(2,279)

Closing net assets

15,957

532,626

Interest in associates (30%)

4,787

159,788

- 15 -

15 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS Financial assets at fair value through profit or loss include the following:

30 June

31 December

2020

2019

HK$'000

HK$'000

Financial assets at fair value through profit or loss

Unlisted investment funds

169,369

180,199

Unlisted equity investments

457,454

459,669

Convertible bonds, note and loan

398,053

348,388

Leverage note

45,572

-

Structured note

174,383

-

Listed equity investments

238,611

44,328

Listed debt investments

42,804

38,737

1,526,246

1,071,321

Classified as:

Non-current assets

1,105,598

853,734

Current assets

420,648

217,587

1,526,246

1,071,321

16 FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME Financial assets at fair value through other comprehensive income include the following:

30 June

31 December

2020

2019

HK$'000

HK$'000

Financial assets at fair value through other

comprehensive income

Unlisted investment funds

571,877

168,600

Listed debt investments

1,263,313

1,203,804

1,835,190

1,372,404

Classified as:

Non-current assets

1,772,492

1,372,404

Current assets

62,698

-

1,835,190

1,372,404

Expected credit losses allowances ("ECL allowances") attributable to financial assets at fair value through other comprehensive income as at 30 June 2020 amounted to HK$584,000 (31 December 2019: HK$ Nil), the increase in ECL allowances of HK$584,000 was recognised in condensed consolidated statement of comprehensive income.

- 16 -

17 LOAN AND INTEREST RECEIVABLES

The following is an ageing analysis of loan and interest receivables based on the contract note at the reporting date:

30 June

31 December

2020

2019

HK$'000

HK$'000

Not past due or less than 1 month past due

51,642

200,331

1-3 months past due

-

-

3-6 months past due

51,004

-

6 months to 1 year past due

-

264,375

Over 1 year past due

264,375

-

367,021

464,706

Less: ECL allowances

(289,641)

(289,617)

77,380

175,089

As at 30 June 2020, these loans receivable bear interest at fixed rate ranged from 8.9% to 11.5% per annum (31 December 2019: 8.0% to 11.5% per annum). Interest income derived from loan receivables was recognised and presented under "Interest income from loan lending business" (Note 8). The carrying value of the loan receivables approximate to their fair values.

ECL allowances attributable to loan and interest receivables as at 30 June 2020 amounted to HK$289,641,000 (31 December 2019: HK$289,617,000), the increase in ECL allowances of HK$24,000 was recognised in the condensed consolidated statement of comprehensive income.

- 17 -

MANAGEMENT DISCUSSION AND ANALYSIS

Review

The outbreak of the COVID-19 in 2020 posed a significant challenge to the global economy. The epidemic caused disruptions to stable economic conditions and the global economy may enter its worst recession since the "Great Depression". As the Purchasing Managers' Index (PMI) and the leading indexes for Organization for Economic Cooperation and Development (OECD) have deteriorated, the International Monetary Fund (IMF) has significantly lowered its global economic growth expectations. Since the financial market in the United States has been hit hard by the epidemic and the real economy began to weaken, the Federal Reserve launched an unprecedented easing policy. The prosperity indexes for the European economy also plunged. The Bank of England made two emergency interest rate cuts, while the European Central Bank launched a pandemic emergency bond purchase programme. In the face of a recession in economy, the Japanese government launched the largest-ever economic stimulus plan. In view of the overall sluggish economy of emerging economies, the policies were further relaxed.

The epidemic has also had a substantial impact on the PRC economy. In the first quarter of 2020, the macroeconomic activities have reduced, and the investment, consumption and import and export demand have experienced a slump. Certain industries have stagnated with insufficient industrial production. In order to stabilize the economy, the PRC, like other major economies in the world, has launched a large-scale economic rescue plan. Given the ongoing success in the prevention and control of the epidemic as well as the resumption of work and production at home, coupled with the easing of lockdown measures to kick-start the economy across Europe and the United States in the second quarter of the year, the economy in the PRC is expected to gradually stabilize and recover.

Against the backdrop of the global outbreak of the epidemic, sluggish economy and intensifying tensions among great powers, the economy in the PRC has been facing a shift in growth momentum and rebalancing its asset allocation. In response to changes in the macroeconomy and market transformation, the Company has optimized the allocation of its major assets, increased the proportion of equity investments, and shifted from its previous income model focusing on fixed income investments and debt assets, so as to significantly reduce the risks of asset concentration and improve the value of its investment portfolio.

In the first half of 2020, the Company, as a full licensed professional financial corporation in Hong Kong, has strategically focused on its businesses in the PRC, Hong Kong, and Japan, with an aim to improve its asset management business, build a brand name of investment banking, establish an all-round investment industrial chain and provide its customers with a cross-border integrated financial services platform. In the first half of the year, the Company strategically increased its investments in equity assets and emphasized on "deployment + investment", laying a solid foundation for the development of "investment banking + investment" as its major business line in the second half of the year.

- 18 -

Looking back at the first half of 2020, as for securities investments for proprietary trading, the Group's investments in US$ bonds issued by China-affiliated corporations exceeded HK$1.6 billion, and the Group's investments in A shares and shares on Shanghai-Hong Kong Stock Connect amounted to approximately HK$500 million. As for the investment business, the Company has completed structured investments of over HK$300 million and fund investments of over HK$500 million, so as to diversify its asset allocation. As for the asset management business, the Company has aggressively improved its asset management capabilities in the first half of the year. On top of its existing management scale of HK$1.4 billion, the Company is committed to accomplishing its business goal of raising US$200 million in the second half of the year. As for the investment banking business, the Company has been actively participating in private placement of US$ bonds and IPO projects to enhance its brand name of investment banking. In the first half of the year, the Company has actively explored overseas investments, and initiated the establishment and management of a Japanese fund with a committed contribution of 4 billion yen (equivalent to approximately HK$280 million) focusing on investments in companies and projects with technological advantages and leading positions in the industries. The Company has completed its investments in two Japanese high- tech enterprises. In addition, the Company has aggressively optimized its assets and expanded various financing channels to support its future business development.

Prospect

In the second half of 2020, the global economy will be clouded by uncertainties arising from the outbreak of the epidemic and rising international tensions.

In the second half of the year, the Company will adhere to its business model of "investment banking + investment", focus on researches on new cyclical industries such as technology and consumption sectors and the relationship between A shares and H shares, and select high- quality and cost-effective targets for medium and long-term investments.

Since 13 July 2020, the English name of the Company has been changed from "China

Minsheng Financial Holding Corporation Limited" to "China Vered Financial Holding Corporation Limited" and the Company's Chinese name has been changed from "中國民生金 融控股有限公司" to "中薇金融控股有限公司".

The Company will continue its prudent development strategic direction with "Setting a Foothold in Hong Kong, Covering Asia, Focusing on the Future Globalization Process" as its long-term goal. We will rely on the position of Hong Kong as the international financial centre to seize the opportunities arising from the establishment of Guangdong-HongKong-Macau Greater Bay Area, integration of Shenzhen, Hong Kong and Macau, and the connection between capital markets of China, Hong Kong and Japan, aggressively expand and push forward the businesses in leading economies of Asia. The Company will grasp market opportunities for steadying business expansion, hence maximizing the interests of all our shareholders and investors.

- 19 -

Significant Investments

As at 30 June 2020, the Group had investments in financial assets at fair value through profit or loss, finance assets at fair value through other comprehensive income and financial assets at amortised cost with an aggregate carrying amount of approximately HK$4,133,335,000 (as at 31 December 2019: HK$2,966,726,000). The details of significant investments (each of which carrying value more than 2% of the total assets of the Group) as at 30 June 2020 are as follows:

Unrealised

gain/(loss)

Percentage

on change

Fair value/

of Group's

in fair value

Realised

Number of

Carrying

total assets

for the

gain for the

Name, of investee company/

Nature of

shares/units

Investment

value as at

as at

period ended

period ended

fund

investments

Classification

held

costs

30 June 2020

30 June 2020

30 June 2020

30 June 2020

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

eToro Group Ltd.

Investment in

Financial assets at fair value

1,216,248

391,891

457,271

8.4%

(2,211)

-

unlisted preferred

  through profit or loss

shares

Wison Offshore &

Investment in

Financial assets at fair value

Not applicable

298,167

294,514

5.4%

(1,424)

-

Marine Ltd.

unlisted note

  through profit or loss

PAOH Tactical Issuance

Investment in

Financial assets at fair value

Not applicable

175,227

174,383

3.2%

(843)

-

Limited

unlisted note

  through profit or loss

Oakwise Innovation Fund SPC

Investment in

Financial assets at fair value

Not applicable

434,150

434,021

7.9%

-

-

- SP3

unlisted

through other comprehensive

investment fund

income

Chariot SPC Fund -

Investment in

Financial assets at fair value

24,000

240,000

137,856

2.5%

-

-

Chariot SP II

unlisted

through other comprehensive

investment fund

income

Agile Group

Investment in

Financial assets at fair value

150,000

117,655

116,451

2.1%

-

-

Holdings Ltd.

listed bond

through other comprehensive

income

Great Courage

Investment in

Financial assets at amortised cost

Not applicable

186,009

186,007

3.4%

-

-

Global Ltd.

unlisted note

Tea Leaf Limited

Investment in

Financial assets at amortised cost

Not applicable

135,042

137,893

2.5%

-

-

unlisted bond

Kaisa Group

Investment in

Financial assets at amortised cost/

371,000

295,278

295,378

5.4%

(124)

1,350

Holdings Ltd.

listed bond

  financial assets at fair value

through other comprehensive

  income/ financial assets at fair

  value through profit or loss

Zensun Enterprises Ltd.

Investment in

Financial assets at amortised

300,000

232,276

230,190

4.2%

-

-

listed bond

  cost/ financial assets at fair

value through other

comprehensive income

Yango Justice

Investment in

Financial assets at amortised

270,000

207,404

211,845

3.9%

-

8,522

International Ltd.

listed bond

  cost/ financial assets at fair

value through other

comprehensive income

Ronshine China

Investment in

Financial assets at amortised

195,000

151,540

156,553

2.9%

-

421

Holdings Ltd.

listed bond

  cost/ financial assets at fair

value through other

comprehensive income

Excellence

Investment in

Financial assets at fair value

200,000

156,120

155,319

2.8%

303

-

Commercial

listed bond

through other comprehensive

Management Ltd.

  income/ financial assets at fair

  value through profit or loss

Jingrui Holdings Ltd.

Investment in

Financial assets at amortised

160,000

124,448

119,266

2.2%

-

-

listed bond

  cost/ financial assets at fair

value through other

comprehensive income

- 20 -

Looking ahead, the investment market will remain volatile. The performance of proprietary investment will be affected by unstable market conditions. The Group will continue to implement strict risk control to minimise the impact of market volatility and will seek potential investment opportunities to diversify its investment portfolio with an aim to maximise value for the shareholders of the Company.

Financial Review

For the six months ended 30 June 2020, the unaudited condensed consolidated revenue of the Group was approximately HK $ 157,030,000 (six months ended 30 June 2019: HK$56,954,000), representing an increase of approximately 176%.

The analysis of the Group's total revenue recognised in the unaudited condensed consolidated statement of profit or loss is as follows:

For the six months ended 30 June 2020 and 2019

2020

2019

Change

HK$'000

HK$'000

Interest income

140,051

66,644

110%

Commission and fee income

11,968

(10,115)

N/A

Net investment income

5,011

425

1,079%

Total revenue

157,030

56,954

176%

The Group recorded a gain of approximately HK$67,423,000 for the six months ended 30 June 2020, as compared to a loss of approximately HK$104,360,000 for the six months ended 30 June 2019 ("Corresponding Period"), mainly due to (i) an increase in interest income from the Group's investment holding business; (ii) net gain on investments and (iii) a decrease in provision for impairment of financial assets for the six months ended 30 June 2020 as compared to the Corresponding Period.

The total costs (including staff costs, premises expenses, finance costs, trading costs, expected credit losses allowance and other operating costs) for the six months ended 30 June 2020 was approximately HK$115,701,000 (six months ended 30 June 2019: HK$132,474,000), representing a decrease of approximately 13% which was mainly due to effective cost control measures implemented by the Group in the area of staff costs and premises expenses as well as reduction in expected credit losses allowances on financial assets provided for the period.

The Board does not recommend the payment of interim dividend for the six months ended 30 June 2020 (six months ended 30 June 2019: Nil).

- 21 -

For the financial position as at six months ended 30 June 2020, total assets of the Group was approximately HK$5,461,111,000 (31 December 2019: HK$5,736,975,000), representing a decrease of approximately 4.81%. Net cash (outflow)/inflow from operating activities, investing activities and financing activities for the period under review were approximately HK$(1,557,928,000), HK$(3,683,000) and HK$(226,322,000) (six months ended 30 June 2019: HK$411,270,000, HK$(19,856,000) and HK$(214,539,000) respectively). The depreciation for property, plant and equipment for the period under review was approximately HK$6,203,000 (six months ended 30 June 2019: HK$2,906,000).

Employee relations

As at 30 June 2020, the Group had 71 employees (as at 30 June 2019: 63 employees).

Total staff costs and related expenses for the period under review were approximately HK$38,810,000 (six months ended 30 June 2019: HK$44,169,000).

The employees are remunerated based on their work performance, professional experience and prevailing industry practices. The remuneration policy and package of the Group's employees are periodically reviewed by the Group's management. In addition, the Group adopts a share option scheme and a share award plan for eligible employees (including Directors) to provide incentives to participants for their contributions and continuing efforts to promote the interests of the Group.

Liquidity and financial resources

As at 30 June 2020, the Group's cash and bank deposits (excluding pledged bank deposits) amounted to approximately HK$315,559,000 (as at 31 December 2019: HK$2,117,233,000). The gearing ratio as at 30 June 2020 (total debts to total equity) was approximately 6.1% (as at 31 December 2019: 6.6%), which indicated that the Group's overall financial position remained strong.

Segment information

The details of segment information are set out in Note 6 to the condensed consolidated financial statements.

Capital structure

There were no changes to the Group's capital structure during the six months ended 30 June 2020.

Material acquisitions and disposals of subsidiaries and associates

Save as disclosed, the Group had no material acquisition and disposal of subsidiaries and associated companies during the six months ended 30 June 2020.

- 22 -

Charges on Group's assets

The analysis of the charge on Group's assets is as follows:

30 June

31 December

2020

2019

HK$'000

HK$'000

Pledged deposits at bank

302

292

Total charges on Group's assets

302

292

Deposits at bank are pledged as security for a corporate card granted to a director of the Group.

Exposure to exchange rate fluctuation and related hedging

The Directors considered that the Group has certain exposures to foreign currency risk as some of its business transactions are denominated in currencies other than the functional currency of respective Group entities such as Renminbi. The Group will monitor its foreign currency exposure closely and will consider hedging significant foreign currency exposure should the need arise.

Contingent liabilities

The Group did not have any significant contingent liabilities as at 30 June 2020 (as at 31 December 2019: Nil).

CORPORATE GOVERNANCE

Compliance with the Code on Corporate Governance Practices of the Listing Rules

The Company's corporate governance practices are based on the principles and code provisions ("Code Provisions") set out in the Corporate Governance Code (the "CG Code") contained in Appendix 14 of the Listing Rules.

Throughout the period under review, the Company has complied with most of the Code Provisions of the CG Code, save for the deviation from Code Provision A.2.1 which is explained below.

According to Code Provision A.2.1, the roles of chairman and chief executive should be separated and should not be performed by the same individual. The division of responsibilities between the chairman and chief executive should be clearly established and set out in writing. Mr. Tomohiko Watanabe acts as both the chairman and the chief executive officer of the Company with effect from 5 March 2019. Although the roles of the chairman and chief executive officer of the Company are taken up by the same individual, such arrangement facilitates the development and execution of the Group's business strategies and enhances efficiency and effectiveness of its operation.

- 23 -

Review of Accounts

Disclosure of financial information in this announcement complies with Appendix 16 of the Listing Rules.

The audit committee of the Company has reviewed the accounting principles and practices adopted by the Group and has discussed with the management the internal controls and financial reporting matters related to the preparation of the unaudited condensed consolidated financial statements for the six months ended 30 June 2020.

The Company's external auditor, PricewaterhouseCoopers has reviewed the interim financial information for the six months ended 30 June 2020 in accordance with Hong Kong Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Hong Kong Institute of Certified Public Accountants.

MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS

The Company has adopted the Model Code as set out in Appendix 10 of the Listing Rules as its own code of conduct regarding Directors' securities transactions. All the Directors of the Board have confirmed, following specific enquiries made by the Company, that they have complied with the required standard as set out in the Model Code throughout the six months ended 30 June 2020.

OTHER INFORMATION

Pre-emptive Rights

There is no provision for pre-emptive rights under the articles of association of the Company which would oblige the Company to offer new shares on a pro-rata basis to existing shareholders.

Purchase, Sale or Redemption of the Company's Listed Securities

During the period under review, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities.

PUBLICATION OF RESULTS ON THE WEBSITES OF THE STOCK EXCHANGE AND THE COMPANY

The results announcement is published on the website of the Hong Kong Exchanges and Clearing Limited (the "HKEx") at www.hkexnews.hk under "Latest Listed Company Information" and on the website of the Company at www.chinavered.com respectively.

The interim report of the Company for the six months ended 30 June 2020 will be despatched to the shareholders and published on the websites of the HKEx and the Company in due course.

- 24 -

CHANGE OF COMPANY WEBSITE ADDRESS

The Board announces that, the Company's website address has been changed from "www.cm- fin.com" to "www.chinavered.com" with immediate effect. All announcements, notices or other documents required to be submitted by the Company for publication on the website of The Stock Exchange of Hong Kong Limited will also be published on this new website address of the Company.

CANCELLATION OF THE STRATEGY EXECUTION COMMITTEE

The Board cancelled its Strategy Execution Committee with effect from 26 August 2020 and its work and duties are immediately performed by the Board.

By Order of the Board

China Vered Financial Holding Corporation Limited

Tomohiko Watanabe

Chairman

Hong Kong, 26 August 2020

As at the date of this announcement, the Board comprises (1) Mr. Tomohiko Watanabe, Mr. Ni Xinguang and Ms. Li Wei as executive directors of the Company; (2) Mr. Zhang Yang as non- executive director of the Company; and (3) Mr. Wang Yongli, Ms. Zhou Hui and Mr Dong Hao as independent non-executive directors of the Company.

- 25 -

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China Minsheng Financial Holding Corporation Limited published this content on 26 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 August 2020 14:36:04 UTC