Golden Resources Development International LimitedHKEX: 677

2019/2020 Interim report

· MarketScreener

SUMMARY OF INTERIM RESULTS

The Directors of Golden Resources Development International Limited (the

01

"Company") are pleased to announce the unaudited consolidated results of the Company and its subsidiaries (the "Group") for the six months ended 30th September, 2019 as follows:

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS

For the six months ended

30th September,

2019

2018

(Unaudited)

(Unaudited)

Notes

HK$'000

HK$'000

REVENUE

3

835,021

686,529

Cost of sales

(552,721)

(481,849)

GROSS PROFIT

282,300

204,680

Net unrealized gain on financial assets at fair

value through profit or loss

1,008

2,996

Net other income

4

10,718

4,240

Selling and distribution costs

(165,409)

(133,561)

Administrative expenses

(88,761)

(81,792)

Interest on lease liabilities

(10,555)

-

PROFIT/(LOSS) FROM OPERATIONS

3

29,301

(3,437)

Share of results of associates

3,530

(2,449)

PROFIT/(LOSS) BEFORE TAXATION

5

32,831

(5,886)

Taxation

6

(8,003)

(3,697)

PROFIT/(LOSS) FOR THE PERIOD

24,828

(9,583)

Profit/(loss) attributable to:

Shareholders of the Company

24,768

(9,511)

Non-controlling interests

60

(72)

24,828

(9,583)

EARNINGS/(LOSS) PER SHARE

8

- Basic

HK1.5 cents

HK(0.6) cents

- Diluted

HK1.5 cents

HK(0.6) cents

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

CONDENSED CONSOLIDATED STATEMENT OF

02 COMPREHENSIVE INCOME

For the six months ended

30th September,

2019

2018

(Unaudited)

(Unaudited)

HK$'000

HK$'000

PROFIT/(LOSS) FOR THE PERIOD

24,828

(9,583)

OTHER COMPREHENSIVE LOSS

Items to be reclassified to profit or loss in

subsequent periods:

Exchange differences on translation of foreign operations

(4,452)

(6,255)

Share of other comprehensive loss of associates

(179)

(1,881)

Other comprehensive loss for the period, net of tax

(4,631)

(8,136)

TOTAL COMPREHENSIVE INCOME/(LOSS) FOR

THE PERIOD

20,197

(17,719)

Total comprehensive income/(loss) attributable to:

Shareholders of the Company

20,904

(16,446)

Non-controlling interests

(707)

(1,273)

20,197

(17,719)

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL

POSITION

03

30th

31st

September,

March,

2019

2019

(Unaudited)

(Audited)

Notes

HK$'000

HK$'000

NON-CURRENT ASSETS

185,148

Property, plant and equipment

164,912

Right-of-use assets

295,224

-

Investment properties

162,790

162,790

Intangible asset

22,505

22,505

Interests in associates

178,435

174,926

Financial assets at fair value through profit or loss

47,547

39,691

Prepaid lease payments

13,731

14,170

Rental and related deposits paid

27,027

-

Deposit paid for additional interests in financial

-

assets at fair value through profit or loss

7,856

932,407

586,850

CURRENT ASSETS

186,844

Inventories

173,938

Trade debtors

9

56,081

66,605

Other debtors, deposits and prepayments

67,475

68,044

Financial assets at fair value through profit or loss

271,314

259,209

Tax recoverable

-

798

Cash and cash equivalents

260,833

252,153

842,547

820,747

CURRENT LIABILITIES

109,486

Trade creditors

10

72,266

Other creditors and accruals

84,429

74,680

Lease liabilities

88,134

-

Tax liabilities

7,510

-

289,559

146,946

NET CURRENT ASSETS

552,988

673,801

TOTAL ASSETS LESS CURRENT LIABILITIES

1,485,395

1,260,651

NON-CURRENT LIABILITIES

223,967

Lease liabilities

-

Deferred tax liabilities

2,280

2,576

226,247

2,576

1,259,148

1,258,075

CAPITAL AND RESERVES

169,741

Share capital

11

169,741

Reserves

1,066,463

1,080,151

Shareholders' equity

1,236,204

1,249,892

Non-controlling interests

22,944

8,183

1,259,148

1,258,075

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

2019/2020 REPORT INTERIM LIMITED INTERNATIONAL DEVELOPMENT RESOURCES GOLDEN

04

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 30th September, 2019

Shareholders' equity

Non-

Capital

Property

Total

Share

Share

redemption

revaluation

Exchange

Dividend

Retained

shareholders'

controlling

capital

premium

reserve

reserve

reserve

reserve

earnings

equity

interests

Total

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

At 31st March, 2019 (audited)

169,741

453,192

515

5,128

31,623

20,369

569,324

1,249,892

8,183

1,258,075

Impact of adoption of HKFRS 16

-

-

-

-

-

-

(14,223)

(14,223)

-

(14,223)

At 1st April, 2019 (restated) (unaudited)

169,741

453,192

515

5,128

31,623

20,369

555,101

1,235,669

8,183

1,243,852

Profit for the period

-

-

-

-

-

-

24,768

24,768

60

24,828

Other comprehensive loss for the period:

Exchange adjustments

-

-

-

-

(3,685)

-

-

(3,685)

(767)

(4,452)

Share of reserve movements of associates

-

-

-

-

(179)

-

-

(179)

-

(179)

-

-

-

-

(3,864)

-

-

(3,864)

(767)

(4,631)

Total comprehensive income for the period

-

-

-

-

(3,864)

-

24,768

20,904

(707)

20,197

Capital injection from non-controlling interests

-

-

-

-

-

-

-

-

15,468

15,468

Prior year final dividend paid

-

-

-

-

-

(20,369)

-

(20,369)

-

(20,369)

Interim dividend

-

-

-

-

-

18,671

(18,671)

-

-

-

At 30th September, 2019

169,741

453,192

515

5,128

27,759

18,671

561,198

1,236,204

22,944

1,259,148

2019/2020 REPORT INTERIM LIMITED INTERNATIONAL DEVELOPMENT RESOURCES GOLDEN

For the six months ended 30th September, 2018

Shareholders' equity

Non-

Capital

Property

Share

Total

Share

Share

redemption

revaluation

Exchange

options

Dividend

Retained

shareholders'

controlling

capital

premium

reserve

reserve

reserve

reserve

reserve

earnings

equity

interests

Total

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

At 1st April, 2018

169,741

453,192

515

5,128

38,669

369

20,369

603,639

1,291,622

9,103

1,300,725

Loss for the period

-

-

-

-

-

-

-

(9,511)

(9,511)

(72)

(9,583)

Other comprehensive loss for the period:

Exchange adjustments

-

-

-

-

(5,054)

-

-

-

(5,054)

(1,201)

(6,255)

Share of reserve movements of associates

-

-

-

-

(1,881)

-

-

-

(1,881)

-

(1,881)

-

-

-

-

(6,935)

-

-

-

(6,935)

(1,201)

(8,136)

Total comprehensive loss for the period

-

-

-

-

(6,935)

-

-

(9,511)

(16,446)

(1,273)

(17,719)

Share options lapsed during the period

-

-

-

-

-

(369)

-

369

-

-

-

Prior year final dividend paid

-

-

-

-

-

-

(20,369)

-

(20,369)

-

(20,369)

Interim dividend

-

-

-

-

-

-

18,671

(18,671)

-

-

-

At 30th September, 2018

169,741

453,192

515

5,128

31,734

-

18,671

575,826

1,254,807

7,830

1,262,637

05

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

06

For the six months ended

30th September,

2019

2018

(Unaudited)

(Unaudited)

HK$'000

HK$'000

Net cash generated from/(used in) operating activities

98,941

(23,935)

Net cash (used in)/generated from investing activities

(36,410)

3,957

Net cash used in financing activities

(51,109)

(20,368)

Net increase/(decrease) in cash and cash equivalents

11,422

(40,346)

Cash and cash equivalents at 1st April

245,002

285,842

Effect of foreign exchange rate changes

(541)

(3,703)

Cash and cash equivalents at 30th September

255,883

241,793

Analysis of the balances of cash and cash equivalents

Time deposits, bank balances and cash

(including pledged cash balance)

260,833

246,842

Less: Pledged cash and cash equivalents

(4,950)

(5,049)

255,883

241,793

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

For the six months ended 30th September, 2019

07

  1. BASIS OF PREPARATION
    The unaudited condensed financial statements have been prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA") and with the applicable disclosure requirements of Appendix 16 to the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").
  2. SIGNIFICANT ACCOUNTING POLICIES
    The unaudited condensed financial statements have been prepared under the historical cost convention, as modified for the revaluation of investment properties and financial assets at fair value through profit or loss which are measured at fair values, as appropriate.

In the current period, the Group has adopted the following new or revised standards and amendments (the "new HKFRSs") issued by the HKICPA, which are or have become effective for the Group's financial year beginning on 1st April, 2019:

HKFRSs (Amendments)

Annual Improvements to HKFRSs 2015-2017

Cycle

HKFRS 9 (Amendments)

Prepayment Features with Negative

Compensation

HKFRS 16

Leases

HKAS 19

(Amendments)

Employee Benefits

HKAS 28

(Amendments)

Long-term Interests in Associates and Joint

Ventures

HK(IFRIC) - Int 23

Uncertainty over Income Tax Treatments

The adoption of the new HKFRSs has had no material effect on the condensed consolidated financial statements of the Group for the current or prior accounting periods except for HKFRS 16 which will be explained below. Accordingly, no prior period adjustment has been required.

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

Impacts and changes in accounting policies of application on HKFRS 16

08"Leases"

The Group has applied HKFRS 16 for the first time in the current period. HKFRS 16 superseded HKAS 17 "Leases" and the related interpretations.

Key changes in accounting policies resulting from application of HKFRS 16

The Group applied the following accounting policies in accordance with the transition provisions of HKFRS 16.

Definition of a lease

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

For contracts entered into or modified on or after the date of initial application, the Group assesses whether a contract is, or contains, a lease based on the definition under HKFRS 16 at inception or modification date. Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed.

As a lessee

Allocation of consideration to components of a contract

For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to leases of equipment and offices that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the recognition exemption for lease of low-value assets. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.

Right-of-use assets

Except for short-term leases and leases of low value assets, the Group recognizes right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

The cost of right-of-use asset includes:

• the amount of the initial measurement of the lease liability;

09

• any lease payments made at or before the commencement date, less any lease incentives received;

• any initial direct costs incurred by the Group; and

• an estimate of costs to be incurred by the Group in dismantling and removing the underlying assets, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.

Right-of-use assets in which the Group is reasonably certain to obtain ownership of the underlying leased assets at the end of the lease term are depreciated from commencement date to the end of the useful life. Otherwise, right-of-use assets are depreciated on a straight-line basis over the shorter of their estimated useful lives and the lease terms.

The Group presents right-of-use assets as a separate line item on the condensed consolidated statement of financial position.

Leasehold land and building

For payments of a property interest which includes both leasehold land and building elements, the entire property is presented as property, plant and equipment of the Group when the payments cannot be allocated reliably between the leasehold land and building elements, except for those that are classified and accounted for as investment properties.

Refundable rental deposits

Refundable rental deposits paid are accounted under HKFRS 9 "Financial Instruments" ("HKFRS 9") and initially measured at fair value. Adjustments to fair value at initial recognition are considered as additional lease payments and included in the cost of right-of-use assets.

Lease liabilities

At the commencement date of a lease, the Group recognizes and measures the lease liability at the present value of lease payments that are unpaid at that date. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable.

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

10

The lease payments include:

• fixed payments (including in-substance fixed payments) less any lease incentives receivable;

• variable lease payments that depend on an index or a rate;

• amounts expected to be paid under residual value guarantees;

• the exercise price of a purchase option reasonably certain to be exercised by the Group; and

• payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate.

Variable lease payments that reflect changes in market rental rates are initially measured using the market rental rates as at the commencement date. Variable lease payments that do not depend on an index or a rate are not included in the measurement of lease liabilities and right-of-use assets, and are recognized as expense in the period on which the event or condition that triggers the payment occurs.

After the commencement date, lease liabilities are adjusted by interest accretion and lease payments.

The Group remeasures lease liabilities (and makes a corresponding adjustment to the related right-of-use assets) whenever:

• the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the related lease liability is remeasured by discounting the revised lease payments using a revised discount rate at the date of reassessment.

• the lease payments change due to changes in market rental rates following a market rent review, in which cases the related lease liability is remeasured by discounting the revised lease payments using the initial discount rate.

Lease modifications

The Group accounts for a lease modification as a separate lease if:

• the modification increases the scope of the lease by adding the right to use one or more underlying assets; and

• the consideration for the leases increases by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the circumstances of the particular contract.

For a lease modification that is not accounted for as a separate lease, the Group remeasures the lease liability based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

Taxation

For the purposes of measuring deferred tax for leasing transactions in which 11 the Group recognizes the right-of-use assets and the related lease liabilities,

the Group first determines whether the tax deductions are attributable to the right-of-use assets or the lease liabilities.

Transition and summary of effects arising from initial application of HKFRS 16

Definition of a lease

The Group has elected the practical expedient to apply HKFRS 16 to contracts that were previously identified as leases applying HKAS 17 and HK(IFRIC)-Int 4 "Determining whether an Arrangement contains a Lease" and not apply this standard to contracts that were not previously identified as containing a lease. Therefore, the Group has not reassessed contracts which already existed prior to the date of initial application.

For contracts entered into or modified on or after 1st April, 2019, the Group applies the definition of a lease in accordance with the requirements set out in HKFRS 16 in assessing whether a contract contains a lease.

As a lessee

The Group has applied HKFRS 16 retrospectively with the cumulative effect recognized at the date of initial application, 1st April, 2019. Any difference at the date of initial application is recognized in the opening retained earnings and comparative information has not been restated.

When applying the modified retrospective approach under HKFRS 16 at transition, the Group applied the following practical expedients to leases previously classified as operating leases under HKAS 17, on lease-by-lease basis, to the extent relevant to the respective lease contracts:

  1. elected not to recognize right-of-use assets and lease liabilities for leases with lease term ends within 12 months of the date of initial application;
  2. excluded initial direct costs from measuring the right-of-use assets at the date of initial application;
  3. applied a single discount rate to a portfolio of leases with a similar remaining terms for similar class of underlying assets in similar economic environment; and
  4. used hindsight based on facts and circumstances as at date of initial application in determining the lease term for the Group's leases with extension and termination options.

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

On transition, the Group has made the following adjustments upon application

12of HKFRS 16:

  • The Group recognized lease liabilities of HK$245,405,000 and right-of-use assets of HK$231,182,000 at 1st April, 2019.
  • When recognizing the lease liabilities for leases previously classified as operating leases, the Group has applied incremental borrowing rates of the relevant group entities at the date of initial application. The weighted average lessee's incremental borrowing rate applied is 4.25%.

The reconciliation of lease liabilities as at 1st April, 2019 to the operating leases commitments as at 31st March, 2019 is as follows:

At 1st April,

2019

HK$'000

Operating lease commitments disclosed as at

31st March, 2019

289,410

Lease liabilities discounted at relevant incremental

borrowing rates

245,550

Less: Recognition exemption - short-term leases

(145)

Lease liabilities as at 1st April, 2019

245,405

Analysed as:

Current

69,738

Non-current

175,667

245,405

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

The carrying amount of right-of-use assets as at 1st April, 2019 comprises the

following:

13

At 1st April,

2019

HK$'000

Right-of-use assets relating to operating leases recognized

upon application of HKFRS 16

231,182

By class:

Land and buildings

231,182

The following table summarises the impacts of transition to HKFRS 16 on retained earnings at 1st April, 2019.

Impacts of

adopting

HKFRS 16

at 1st April,

2019

HK$'000

Retained earnings

Depreciation of right-of-use assets from commencement dates

upon application of HKFRS 16

180,857

Interest on lease liabilities from commencement dates upon

application of HKFRS 16

37,450

Less: Lease expenses of operating leases under HKAS 17

before 1st April, 2019

(204,084)

Impact at 1st April, 2019

14,223

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

The following adjustments were made to the amounts recognized in the

14condensed consolidated statement of financial position at 1st April, 2019. Line items that were not affected by the changes have not been included.

Impacts on assets and (liabilities) as at 1st April, 2019

Carrying

Carrying

amounts

amounts

previously

under

reported at

Impacts of

HKFRS 16

31st March,

adopting

at 1st April,

2019

HKFRS 16

2019

HK$'000

HK$'000

HK$'000

(Audited)

(Restated)

Non-current assets

Right-of-use assets

-

231,182

231,182

Rental and related deposits paid

-

22,028

22,028

Current assets

Other debtors, deposits and

prepayments

68,044

(22,028)

46,016

Current liabilities

Lease liabilities

-

69,738

69,738

Non-current liabilities

Lease liabilities

-

175,667

175,667

Capital and reserves

Reserves

1,080,151

(14,223)

1,065,928

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

3. SEGMENT INFORMATION

An analysis of the

Group's

segment information

by operating segments is as

15

follows:

Operating segments

Statement of profit or loss for the six months ended 30th September, 2019

Convenience

Rice

store

Securities

Property

Corporate

operation

operation

investment

investment

and others

Consolidated

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

REVENUE

Total sales

391,625

441,254

-

2,142

-

835,021

RESULTS

Segment results

45,016

(19,293)

2,484

655

439

29,301

Share of results of associates

(161)

-

-

1,090

2,601

3,530

Profit before taxation

32,831

Taxation

(8,003)

Profit for the period

24,828

Profit attributable to:

Shareholders of the

Company

24,768

Non-controlling interests

60

24,828

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

Segment assets and liabilities as at 30th September, 2019

16

Convenience

Rice

store

Securities

Property

Corporate

operation

operation

investment

investment

and others

Consolidated

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

ASSETS

Segment assets

202,684

606,976

271,712

253,012

262,135

1,596,519

Interests in associates

14,739

-

-

109,467

54,229

178,435

Consolidated total assets

1,774,954

LIABILITIES

Segment liabilities

32,953

461,810

-

1,140

10,113

506,016

Unallocated corporate

liabilities

9,790

Consolidated total liabilities

515,806

Statement of profit or loss for the six months ended 30th September, 2018

Convenience

Rice

store

Securities

Property

Corporate

operation

operation

investment

investment

and others

Consolidated

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

REVENUE

Total sales

369,833

314,792

-

1,904

-

686,529

RESULTS

Segment results

18,371

(26,054)

4,134

486

(374)

(3,437)

Share of results of associates

12

-

-

634

(3,095)

(2,449)

Loss before taxation

(5,886)

Taxation

(3,697)

Loss for the period

(9,583)

Loss attributable to:

Shareholders of the

Company

(9,511)

Non-controlling interests

(72)

(9,583)

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

Segment assets and liabilities as at 31st March, 2019

Convenience

17

Rice

store

Securities

Property

Corporate

operation

operation

investment

investment

and others

Consolidated

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

ASSETS

Segment assets

223,237

247,666

259,812

248,266

252,892

1,231,873

Interests in associates

13,888

-

-

108,575

52,463

174,926

Unallocated corporate assets

798

Consolidated total assets

1,407,597

LIABILITIES

Segment liabilities

34,775

99,261

-

1,172

11,738

146,946

Unallocated corporate

liabilities

2,576

Consolidated total liabilities

149,522

Geographical segments

The Group's operations are located in Hong Kong, Vietnam and other regions.

The following table provides an analysis of the Group's sales by location of markets, irrespective of the origin of the goods/services:

Revenue by

geographical markets

For the six months ended

30th September,

2019

2018

(Unaudited)

(Unaudited)

HK$'000

HK$'000

Hong Kong

386,393

364,496

Vietnam

441,254

314,792

Others

7,374

7,241

835,021

686,529

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

4.

NET OTHER INCOME

18

For the six months ended

30th September,

2019

2018

(Unaudited)

(Unaudited)

HK$'000

HK$'000

Interest revenue on:

- Financial assets at fair value through

profit or loss

1,233

1,264

- Financial assets measured at

amortized costs

1,599

850

2,832

2,114

Dividend from listed financial assets at fair

value through profit or loss

1,259

1,149

Net realized (loss)/gain on disposal of

financial assets at fair value through

profit or loss

(338)

242

Net foreign exchange loss

(727)

(2,065)

Net loss on disposal of property, plant and

equipment

(812)

(912)

Sundry income

8,504

3,712

10,718

4,240

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

5. PROFIT/(LOSS) BEFORE TAXATION

Profit/(loss) before taxation is arrived at after charging:

19

For the six months ended

30th September,

2019

2018

(Unaudited)

(Unaudited)

HK$'000

HK$'000

Depreciation and amortisation of property,

plant and equipment

20,676

18,236

Depreciation of right-of-use assets

38,318

-

Amortisation of prepaid lease payments

257

260

Interest on lease liabilities

10,555

-

6.

TAXATION

For the six months ended

30th September,

2019

2018

(Unaudited)

(Unaudited)

HK$'000

HK$'000

Current tax:

Hong Kong

8,287

4,197

Other regions in the PRC

12

18

8,299

4,215

Overprovision in prior years:

Hong Kong

-

(1)

Deferred tax

(296)

(517)

Taxation attributable to the Company and

its subsidiaries

8,003

3,697

Hong Kong Profits Tax is calculated at 16.5% of the estimated assessable profit for both periods, except for the first HK$2,000,000 of a qualified entity's assessable profit which is calculated at 8.25%, in accordance with the two-tiered profits tax rate regime. Taxation arising in other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

7. DIVIDEND

20(a) Dividend attributable to the interim period:

For the six months ended

30th September,

2019

2018

(Unaudited)

(Unaudited)

HK$'000

HK$'000

Interim dividend declared after the

interim period end of HK1.1 cents

per share on 1,697,406,458 shares

(2018: HK1.1 cents per share on

1,697,406,458 shares)

18,671

18,671

The interim dividend declared after the interim period end has not been recognized as a liability at the interim period end date.

  1. Dividend attributable to the previous financial year, approved and paid during the interim period:

For the six months ended

30th September,

2019

2018

(Unaudited)

(Unaudited)

HK$'000

HK$'000

Final dividend in respect of the

previous financial year, approved

and paid during the interim period,

of HK1.2 cents per share on

1,697,406,458 shares

(2018: HK1.2 cents per share on

1,697,406,458 shares)

20,369

20,369

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

8.

EARNINGS/(LOSS) PER SHARE

The calculation of the basic earnings/(loss)

per share attributable to the

21

shareholders of the Company is based on the following data:

For the six months ended

30th September,

2019

2018

(Unaudited)

(Unaudited)

HK$'000

HK$'000

Earnings/(loss) for the purpose of basic

earnings/(loss) per share

24,768

(9,511)

The Company has no dilutive potential ordinary shares in issue at the end of both periods.

9. TRADE DEBTORS

The Group allows an average credit period of 30-60 days to its trade customers. The following is an aging analysis of trade debtors at the end of the reporting period according to the delivery date:

30th

31st

September,

March,

2019

2019

(Unaudited)

(Audited)

HK$'000

HK$'000

Within 30 days

25,469

26,740

31-60 days

19,491

26,035

61-90 days

7,520

11,138

Over 90 days

3,601

2,692

56,081

66,605

As at 30th September, 2019, the balances of trade debtors over 90 days of approximately HK$3,601,000 (31st March, 2019: HK$2,692,000) were past due but not impaired as the balances were relating to debtors with sound repayment history and no recent history of default.

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

10. TRADE CREDITORS

22The following is an aging analysis of trade creditors at the end of the reporting period according to the delivery date:

30th

31st

September,

March,

2019

2019

(Unaudited)

(Audited)

HK$'000

HK$'000

Within 30 days

107,311

71,349

31-60 days

954

392

61-90 days

342

21

Over 90 days

879

504

109,486

72,266

11. SHARE CAPITAL

Number of

shares of

HK$0.10 each

HK$'000

Authorised:

At 1st April, 2018, 31st March, 2019

and 30th September, 2019

3,000,000,000

300,000

Issued and fully paid:

At 1st April, 2018, 31st March, 2019

and 30th September, 2019

1,697,406,458

169,741

There were no movement in issued share capital during the current period and last year.

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

12. RELATED PARTY TRANSACTIONS

During the period, the Group entered into the following transactions with the

23

associates and related parties:

For the six months ended

30th September,

2019

2018

(Unaudited)

(Unaudited)

HK$'000

HK$'000

Net amount of trade purchases from and

sharing of administrative services on a

cost basis with associates (Notes a, b)

27,730

99,683

Notes:

  1. The trade purchases were carried out in the ordinary course of business and at prices determined by reference to prevailing market price.
  2. The costs of administrative services were allocated to the parties involved on a cost basis.

Remuneration for key management personnel

The remuneration of Directors and other members of key management personnel during the period is as follows:

For the six months ended

30th September,

2019

2018

(Unaudited)

(Unaudited)

HK$'000

HK$'000

Short-term employee benefits

8,750

9,330

Post-employment employee benefits

290

281

9,040

9,611

The remuneration of Directors and key management personnel is determined or proposed by the Remuneration Committee having regard to the performance of individuals and market trends.

Interests in associates included the balance of advance to an associate of approximately HK$86,158,000 as at 30th September, 2019 (31st March, 2019: HK$86,158,000). The balance of advance to an associate as at 30th September, 2019 was unsecured, interest-free and will not be repayable in the coming twelve months. The Directors consider that the carrying amount of advance to an associate approximates its fair value.

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

13. COMMITMENTS AND CONTINGENT LIABILITIES

24At the end of the reporting period, the commitments and contingent liabilities not provided for in the financial statements are as follows:

30th

31st

September,

March,

2019

2019

(Unaudited)

(Audited)

HK$'000

HK$'000

(a) Contracted capital commitments

Acquisition of property, plant and

equipment

8,297

6,999

Capital contribution for an investee

company

20,400

20,400

28,697

27,399

(b) Contingent liabilities and financial

guarantees issued

Guarantees given in respect of banking

facilities made available to:

- associates

16,148

15,581

At the end of both reporting periods, the Group's associates had not utilized any of the banking facilities guaranteed by the Company.

At the end of the reporting period, the Directors did not consider it probable that a claim would be made against the Group under any of the guarantees granted by the Group. The Directors consider that the fair values of these financial guarantees of the Group are insignificant and therefore no value has been recognized at the end of each reporting period.

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

CHAIRMAN STATEMENT

I am pleased to report the Group's strong revenue growth and margin improvement

25

in both Vietnam Circle K convenience stores and our leading Hong Kong rice brands. These results demonstrate clear improvements in our operational performance and indicate a positive trend in efficiency and effectiveness of our dedicated and hard-working teams in HK and Vietnam.

Circle K Convenience Stores (Vietnam)

In Vietnam, as of 30 September 2019, the Group operated 366 Circle K convenience stores, compared to 293 at this time last year, covering six major cities and provinces in Ho Chi Minh City, Hanoi, Vung Tau, Binh Duong, Can Tho and Ha Long. The business performance of Circle K stores for the half year was very encouraging. Our steady revenue growth coupled with the improvement in profit margin, resulted in positive EBITDA for the half year ended 30 September 2019.

These results were due to the integration of increasing O2O (online-to-offline) businesses leveraged on the expanding geographical footprint of the stores, increase in customer base and per transaction value, enhancement of our supply chain management, and most importantly our local management teams and front-line staffs. We view the Circle K stores to be an evolving business platform for the Group's long-term growth prospect in Vietnam.

Rice Brands (Hong Kong)

In Hong Kong, the rice operating business environment continued to be competitive and challenging, especially in context of the headline news.

The revenue for the Group's rice business rose 6% to HK$392 million for the half year ended 30 September 2019 compared with same period last year. During this period, the Group managed to improve the profit margin despite the international premium rice price persisting in high level. The Group continued to improve cost control measures, optimize operational efficiency and strengthen customer services management teams and systems as the market leader in the highly competitive Hong Kong rice market.

To meet and satisfy changing customer demographics, profiles, tastes and trends, we launched the Kangaroo Low Glycemic Index Rice (GI-Rice) as well as the Golden Elephant Microwavable Cooked Thai Jasmine Rice (GO-Rice). Both new offerings have been well-received by the marketplace as "well-being'' across all product categories gains increasing traction, especially in increasing demand by gluten-free-diets (GFD) and low glycemic-index (GI) -conscious customers, combined with demand for quality, consistency, value, convenience and single-serving portions.

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

Outlook

26 The Group is optimistic about our diversification strategy and the impressive growth and development witnessed in Vietnam. As the only country in South East Asia boasting a 6-7% GDP growth consistently over recent years, our Group remains resilient on the development of industries and infrastructure in the region. This can be witnessed through robust growth in all sectors of industries, most notably retail, hard industries and e-commerce.

It is with this rationale in mind, founded by existing data, that the Group committed to build a logistics joint venture with S.F. Express (Overseas) Limited to service the growing economy of Vietnam. GSL Global Company Limited ("GSL"), the joint venture between the aforementioned companies, aims to provide high-quality logistics services by extending its services to segments of production, supply, sales and distribution of all goods and services, whilst leveraging on the national coverage and distribution network of our Circle K business unit. Logistics products of the company mainly include various types of express services such as express delivery, intra-city delivery, warehousing services and international express delivery; also cold-chain transportation services for the customers for the fresh produce, food products and pharmaceutical segments. By focusing on customers' needs, GSL provides diversified products and comprehensive logistics services.

Looking ahead, the development of our Vietnam Circle K convenience stores and our Hong Kong rice brands are both very positive. The Group views continuous and selective technology upgrades and integration as high-value assets and significant added-values to our Businesses. The Group's CAPEX budget reflects investments into our existing IT infrastructures and utilizing leading-edge technologies to enhance our customer service delivery, sales efficiency and timely data-driven decisions for prioritizing key performance metrics of the Group.

With net cash position of HK$261 million as of 30 September 2019 and a strong balance sheet, the Group is well positioned to engage in favourable business investment opportunities and to diversify our operations to generate stable long-term returns for the shareholders.

LIQUIDITY AND FINANCIAL RESOURCES

The Group had cash balance of approximately HK$261 million as at 30th September, 2019. With cash and other current assets of approximately HK$843 million as at 30th September, 2019 as well as available banking facilities, the Group has sufficient financial resources to satisfy its commitments and working capital requirements.

CONNECTED TRANSACTION

On 15th April, 2019, Affluent Woods Limited ("Affluent Woods"), an indirect wholly- owned subsidiary of the Company, entered into a joint venture agreement with S.F. Express (Overseas) Limited ("SF Overseas") to establish a joint venture to provide Logistics Solutions in Vietnam ("JV Agreement"). A joint venture company ("JV Company") was incorporated in the Republic of Singapore on 28th January, 2019 and was owned as to 61% by Affluent Woods and the remaining 39% by SF Overseas.

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

SF Overseas is a connected person of the Company at the subsidiary level by virtue

of its 39% shareholding interests in the JV Company. Accordingly, the Transactions

27

involving SF Overseas constitute connected transactions for the Company under

Chapter 14A of the Listing Rules. The Transactions are on normal commercial terms

or better and in the interests of the Company and the Shareholders as a whole.

The business of the joint venture shall be to provide Logistics Solutions in Vietnam

and, unless expressly refused by the board of directors of the JV Company, to

participate in any other business which SF Overseas proposes to conduct within

Vietnam.

In connection with the establishment of the joint venture, each joint venture

Shareholder undertakes to contribute the respective cash contributions to the paid-

up capital of the JV Company. Affluent Woods has contributed Singapore dollar

$61 for initial cash contribution and Singapore dollar $4,262,326 for first year cash

contribution.

To the best of the Directors' knowledge, information and belief having made

reasonable enquiries, SF Overseas is an indirect wholly-owned subsidiary of S.F.

Holding Co., Ltd., which is a leading comprehensive service provider of express

logistics in the Mainland China.

INTERIM DIVIDEND

The Directors have declared an interim dividend of HK1.1 cents per share for the

year ending 31st March, 2020 (2018/2019: HK1.1 cents per share) to the shareholders

on the Register of Members of the Company at the close of business on Friday,

20th December, 2019.

It is expected that the interim dividend will be paid to the shareholders on or about

Wednesday, 8th January, 2020.

CLOSURE OF REGISTER OF MEMBERS

The Register of Members of the Company will be closed from Monday,

16th December, 2019 to Friday, 20th December, 2019, both days inclusive, during

which period no transfer of shares will be registered.

In order to qualify for the interim dividend, all transfers of shares accompanied by the

relevant share certificates and the appropriate transfer forms must be lodged with the

Company's Branch Share Registrar in Hong Kong, Tricor Standard Limited, Level 54,

Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than

4:30 p.m. (Hong Kong time) on Friday, 13th December, 2019.

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

DIRECTORS' INTERESTS AND SHORT POSITIONS IN THE

28 SHARES AND UNDERLYING SHARES

As at 30th September, 2019, the interests and short positions of the Directors and their associates in the shares and underlying shares of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance ("SFO")) as recorded in the register required to be kept under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") contained in the Listing Rules, were as follows:

Long positions

  1. Ordinary shares of the Company

Number of ordinary shares beneficially

held in the Company

Approximate

percentage

of the issued

share capital

Personal

Corporate

Total

of the

Name of director

interests

interests

interests

Company

Mr. Laurent LAM Kwing Chee

7,100,000

14,700,000

21,800,000

1.28%

(Note 1)

Mr. Anthony LAM Sai Ho

-

22,050,000

22,050,000

1.29%

(Note 2)

Madam LAM Sai Mann

6,250,000

82,771,000

89,021,000

5.24%

(Note 3)

Mr. Dennis LAM Saihong

25,250,000

50,000,000

75,250,000

4.43%

(Note 4)

Mr. TSANG Siu Hung

2,500,000

-

2,500,000

0.14%

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

Notes:

1.

These 21,800,000 shares are held by Mr. Laurent LAM Kwing Chee, a

29

Director of the Company as beneficial owner in respect of 7,100,000

shares and as corporate interest in respect of 14,700,000 shares held by

Elite Solution Investments Limited, a company which is 50% owned by

Mr. Laurent LAM Kwing Chee.

2.

These 22,050,000 shares are held by Mr. Anthony LAM Sai Ho, a

Director of the Company as corporate interests: (i) 7,350,000 shares are

held by Great Avenue Group Limited, a company which is 40% owned

by Mr. Anthony LAM Sai Ho; and (ii) 14,700,000 shares are held by

Elite Solution Investments Limited, a company which is 50% owned by

Mr. Anthony LAM Sai Ho.

3.

These 89,021,000 shares are held by Madam LAM Sai Mann, a Director

of the Company as beneficial owner in respect of 6,250,000 shares and as

corporate interest in respect of 82,771,000 shares held by Joint Success

Limited, a company which is wholly-owned by Madam LAM Sai Mann.

4.

These 75,250,000 shares are held by Mr. Dennis LAM Saihong, a

Director of the Company as beneficial owner in respect of 25,250,000

shares and as corporate interest in respect of 50,000,000 shares held by

Cheerful Group Holdings Limited, a company which is wholly-owned by

Mr. Dennis LAM Saihong.

(b) Non-voting deferred shares of wholly-owned subsidiaries of the Company

Number of

non-voting

deferred

shares

beneficially

Name of director

Name of subsidiary

Capacity

held

Mr. Anthony LAM

Golden Resources Development

Interest in controlled

260,000

Sai Ho

Limited

corporation

(Note)

Mr. Anthony LAM

Yuen Loong & Company Limited

Interest in controlled

13,000

Sai Ho

corporation

(Note)

Note: These shares are held by Marvel City Holdings Limited, a company which is 40% owned by Mr. Anthony LAM Sai Ho, a Director of the Company.

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

  1. Ordinary shares of associate of the Company

30

Number of

ordinary

shares held

through

Name of director

Name of associate

Capacity

corporation

Mr. Laurent LAM

Starland Century Limited

Interest in controlled

300

Kwing Chee

corporation

(Note)

Note: These shares

are held by L.K.C. Company Limited, a company which

is wholly-owned by Mr. Laurent LAM Kwing Chee, a Director of the Company.

Save as disclosed above, as at 30th September, 2019, none of the Directors nor their associates of the Company had or was deemed to have any interests or short positions in the shares or underlying shares of the Company or any of its associated corporations as recorded in the register that required to be kept by the Company pursuant to Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code contained in the Listing Rules.

DIRECTORS' RIGHTS TO ACQUIRE SHARES

The Company has adopted a new share option scheme on 29th August, 2018 for the purpose of providing the Company with a flexible means of giving incentive to, rewarding, remunerating, compensating and/or providing benefits to the Participants and for such other purposes as the Board may approve from time to time. Pursuant to the new share option scheme, no option was granted, exercised, lapsed or cancelled during the period or remained outstanding as at 30th September, 2019.

Save as disclosed under the heading "Directors' Interests and Short Positions in the Shares and Underlying Shares" above, at no time during the period was the Company or any of its subsidiaries a party to any arrangements to enable the Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate and neither the Directors nor the Chief Executive, nor any of their spouses or children under the age of 18, had any right to subscribe for the securities of the Company.

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

SUBSTANTIAL SHAREHOLDERS

As at 30th September, 2019, the following persons, other than Directors

or Chief

31

Executives of the Company, had interests or short positions in the shares or

underlying shares of the Company as recorded in the register required to be kept by

the Company pursuant to Section 336 of the SFO:

Approximate

percentage

of the issued

share capital

Number of

of the

Name of shareholder

shares held

Company

(Note 1)

Yuen Loong International Limited ("Yuen Loong")

548,052,026

32.28%

(Note 2)

Chelsey Developments Ltd. ("Chelsey")

252,240,000

14.86%

(Note 2)

Notes:

  1. These shares represent long positions.
  2. Mr. Laurent LAM Kwing Chee, a Director of the Company, is interested in approximately 18% of the issued share capital of each of Yuen Loong and Chelsey. Mr. Anthony LAM Sai Ho, a Director of the Company, is interested in 40% of the issued share capital of Marvel City Holdings Limited which in turn is interested in approximately 24% of the issued share capital of each of Yuen Loong and Chelsey. Madam LAM Sai Mann, a Director of the Company, is interested in 30% of the issued share capital of Elegant Investments Holdings Limited which in turn is interested in approximately 24% of the issued share capital of each of Yuen Loong and Chelsey. Mr. Dennis LAM Saihong, a Director of the Company, is interested in 30% of the issued share capital of Elegant Investments Holdings Limited which in turn is interested in approximately 24% of the issued share capital of each of Yuen Loong and Chelsey.

Save as disclosed above, as at 30th September, 2019, the Company had not been notified by any other persons, other than Directors or Chief Executives of the Company, who had interests or short positions in the shares or underlying shares of the Company as recorded in the register that required to be kept by the Company pursuant to Section 336 of the SFO and/or were directly or indirectly interested in 5% or more of the nominal value of the share capital carrying rights to vote in all circumstances at general meetings of any other members of the Group.

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

EMPLOYEES AND REMUNERATION POLICY

32 The total number of employees for the Group is about 3,631.

Remuneration packages are reviewed by the Group from time to time. In addition to salary payments, other fringe benefits for the staff include retirement benefits schemes and medical insurance scheme, as well as quarters and housing allowances for certain staff. The Group has taken out personal accident insurance for senior staff and the staff who frequently travel overseas on business trips.

CORPORATE GOVERNANCE PRACTICES

The Company adopted all the code provisions in the Corporate Governance Code and Corporate Governance Report (the "Code") as set out in Appendix 14 to the Listing Rules as its own code on corporate governance. The Company has complied with the Code throughout the six months ended 30th September, 2019.

MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS

The Company has adopted the Model Code as set out in Appendix 10 to the Listing Rules as its own code of conduct regarding securities transactions by the Directors of the Company. All Directors have confirmed, following specific enquiry by the Company, that they fully complied with the required standard as set out in the Model Code throughout the review period.

AUDIT COMMITTEE

The audit committee comprising three Independent Non-executive Directors, Mr. Joseph LAM Yuen To, Mr. Michael YU Tat Chi and Mr. Ronald YAN Mou Keung, had reviewed with management the accounting principles and practices adopted by the Group and discussed auditing, internal control and financial reporting matters including the review of the unaudited financial statements of the Group for the six months ended 30th September, 2019.

PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SHARES

Neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company's listed shares for the six months ended 30th September, 2019.

BOARD OF DIRECTORS

As at the date of this report, the Executive Directors of the Company are Mr. Laurent LAM Kwing Chee (Chairman), Mr. Anthony LAM Sai Ho (Vice Chairman and Chief Executive Officer), Madam LAM Sai Mann, Ms. Morna YUEN Mai-tong and Mr. TSANG Siu Hung. The Non-executive Director of the Company is Mr. Dennis LAM Saihong. The Independent Non-executive Directors of the Company are Mr. Joseph LAM Yuen To, Mr. Michael YU Tat Chi and Mr. Ronald YAN Mou Keung.

On behalf of the Board

Golden Resources Development International Limited

Laurent LAM Kwing Chee

Chairman

Hong Kong, 27th November, 2019

GOLDEN RESOURCES DEVELOPMENT INTERNATIONAL LIMITED  INTERIM REPORT 2019/2020

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