Exhibit 99.21
Entity 20
ULI (NORTH & EAST CHINA) COMPANY LIMITED
(Incorporated in Hong Kong with limited liability)
Report and Condensed Financial Statements
For the ten months ended 31 October 2022
ULI (NORTH & EAST CHINA) COMPANY LIMITED
REPORTS AND CONDENSED FINANCIAL STATEMENTS
FOR THE TEN MONTHS ENDED 31 OCTOBER 2022
1 |
TO THE BOARD OF DIRECTORS OF
ULI (NORTH & EAST CHINA) COMPANY LIMITED
(Incorporated in Hong Kong with limited liability)
Introduction
We have reviewed the interim financial information set out on pages 3 to 12 which comprises the condensed consolidated statement of financial position of the Company and its subsidiary as at 31 October 2022 and the related condensed consolidated statement of profit or loss and other comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the ten-month period then ended, and a summary of significant accounting policies and other explanatory notes. The preparation of a report on interim financial information to be in compliance with the relevant provisions thereof, International Accounting Standard 34 “Interim Financial Reporting” (“IAS 34”) and Hong Kong Accounting Standard 34 “Interim Financial Reporting” (“HKAS 34”) issued by the International Accounting Standards Board (“IASB”) and Hong Kong Institute of Certified Public Accountants (the “HKICPA”) respectively. The directors are responsible for the preparation and presentation of this interim financial information in accordance with IAS/HKAS 34. Our responsibility is to express a conclusion on this interim financial information based on our review and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.
Scope of Review
We conducted our review 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 HKICPA. A review of interim financial information consists of making inquires, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
2 |
INDEPENDENT REVIEW REPORT
TO THE BOARD OF DIRECTORS OF
ULI (NORTH & EAST CHINA) COMPANY LIMITED
(Incorporated in Hong Kong with limited liability)
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the interim financial information is not prepared, in all material respects, in accordance with IAS/HKAS 34.
/s/ RSM Hong Kong | |
Certified Public Accountants | |
29th Floor, Lee Garden Two | |
28 Yun Ping Road, Causeway Bay | |
Hong Kong | |
10 February 2023 |
3 |
ULI (NORTH & EAST CHINA) COMPANY LIMITED
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
FOR THE TEN MONTHS ENDED 31 OCTOBER 2022
(Expressed in United States dollars)
Unaudited | ||||||||||
Ten months ended 31 October | ||||||||||
Note | 2022 | 2021 | ||||||||
USD | USD | |||||||||
Revenue | 3 | 75,703,460 | 108,175,691 | |||||||
Freight costs | (61,094,512 | ) | (85,155,600 | ) | ||||||
Gross profit | 14,608,948 | 23,020,091 | ||||||||
Other income | 4 | 91,191 | 58,563 | |||||||
Other gains and losses | 5 | 340,850 | 95,093 | |||||||
Administrative expenses | (4,386,135 | ) | (5,744,951 | ) | ||||||
Other operating expenses | (673,433 | ) | (952,708 | ) | ||||||
Profit from operations | 9,981,421 | 16,476,088 | ||||||||
Finance costs - interest expenses on lease liabilities | (2,360 | ) | (4,003 | ) | ||||||
Profit before taxation | 6 | 9,979,061 | 16,472,085 | |||||||
Income tax expense | 7 | (1,316 | ) | - | ||||||
Profit for the period | 9,977,745 | 16,472,085 | ||||||||
Other comprehensive income for the period, net of tax | ||||||||||
Exchange differences on translating foreign operation | (173,337 | ) | 18,940 | |||||||
Total comprehensive income for the period | 9,804,408 | 16,491,025 |
4 |
ULI (NORTH & EAST CHINA) COMPANY LIMITED
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 31 OCTOBER 2022
(Expressed in United States dollars)
Note | Unaudited 31 October 2022 USD | Audited
31 December 2021 USD | ||||||||
Non-current assets | ||||||||||
Property and equipment | 8 | 83,464 | 56,380 | |||||||
Right-of-use assets | 9 | 41,097 | 34,652 | |||||||
124,561 | 91,032 | |||||||||
Current assets | ||||||||||
Trade receivables | 10 | 2,758,239 | 17,815,219 | |||||||
Prepayments, deposits and other receivables | 217,662 | 371,346 | ||||||||
Amounts due from related parties | 11 | 13,886 | 7,488 | |||||||
Cash and cash equivalents | 6,919,852 | 6,036,049 | ||||||||
9,909,639 | 24,230,102 | |||||||||
Current liabilities | ||||||||||
Trade payables | 12 | 1,585,847 | 4,727,950 | |||||||
Other payables and accrued expenses | 507,178 | 1,602,836 | ||||||||
Amounts due to related parties | 11 | 138,357 | 3,163,759 | |||||||
Current tax liabilities | 11,878 | 30,369 | ||||||||
Lease liabilities | 27,098 | 36,786 | ||||||||
2,270,358 | 9,561,700 | |||||||||
Net current assets | 7,639,281 | 14,668,402 | ||||||||
NET ASSETS | 7,763,842 | 14,759,434 | ||||||||
Capital and reserves | ||||||||||
Share capital | 13(a) | 150,000 | 150,000 | |||||||
Reserves | 7,613,842 | 14,609,434 | ||||||||
TOTAL EQUITY | 7,763,842 | 14,759,434 |
Approved by the Board of Directors on 10 February 2023 and are signed on its behalf by:
Lee Chi Tak, Richard | Sun Wen Chi, George |
5 |
ULI (NORTH & EAST CHINA) COMPANY LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE TEN MONTHS ENDED 31 OCTOBER 2022
(Expressed in United States dollars)
Attributable to owners of the Company | ||||||||||||||||||||||
Note | Share
capital | Exchange
reserves | Retained
profits | Proposed
dividend | Total | |||||||||||||||||
USD | USD | USD | USD | USD | ||||||||||||||||||
At 1 January 2021 | 150,000 | (34,824 | ) | 2,753,172 | - | 2,868,348 | ||||||||||||||||
Total comprehensive income for the period | - | 18,940 | 16,472,085 | - | 16,491,025 | |||||||||||||||||
Dividend paid | 13(b) | - | - | (1,000,000 | ) | - | (1,000,000 | ) | ||||||||||||||
At 31 October 2021 | 150,000 | (15,884 | ) | 18,225,257 | 18,359,373 | |||||||||||||||||
At 1 January 2022 | 150,000 | (15,025 | ) | 14,624,459 | - | 14,759,434 | ||||||||||||||||
Total comprehensive income for the period | - | (173,337 | ) | 9,977,745 | - | 9,804,408 | ||||||||||||||||
Proposed dividend | 13(b) | - | - | (20,800,000 | ) | 20,800,000 | - | |||||||||||||||
Dividend paid | - | - | - | (16,800,000 | ) | (16,800,000 | ) | |||||||||||||||
At 31 October 2022 | 150,000 | (188,362 | ) | 3,802,204 | 4,000,000 | 7,763,842 |
6 |
ULI (NORTH & EAST CHINA) COMPANY LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE TEN MONTHS ENDED 31 OCTOBER 2022
(Expressed in United States dollars)
Unaudited | ||||||||||
Ten months ended 31 October | ||||||||||
Note | 2022 | 2021 | ||||||||
USD | USD | |||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||
Profit before taxation | 9,979,061 | 16,472,085 | ||||||||
Adjustments for: | ||||||||||
- Depreciation of property and equipment | 6(b) | 25,462 | 38,295 | |||||||
- Depreciation of right-of-use assets | 6(b) | 80,833 | 104,408 | |||||||
- Finance costs | 2,360 | 4,003 | ||||||||
- Gain on disposals of property and equipment | 5 | (23,331 | ) | - | ||||||
- Interest income | 4 | (698 | ) | (838 | ) | |||||
Operating profit before changes in working capital | 10,063,687 | 16,617,953 | ||||||||
Decrease/(increase) in trade receivables | 15,056,980 | (16,409,133 | ) | |||||||
Decrease/(increase) in prepayments, deposits and other | ||||||||||
receivables | 153,684 | (88,651 | ) | |||||||
(Increase)/decrease in amounts due from related parties | (6,398 | ) | 25,106 | |||||||
(Decrease)/increase in trade payables | (3,142,103 | ) | 3,373,770 | |||||||
(Decrease)/increase in other payables and accrued | ||||||||||
expenses | (1,113,015 | ) | 2,857,847 | |||||||
(Decrease)/increase in amounts due to related parties | (3,025,402 | ) | 86,940 | |||||||
Cash generated from operations | 17,987,433 | 6,463,832 | ||||||||
Income tax paid | (2,450 | ) | - | |||||||
Interest on lease liabilities | (2,360 | ) | (4,003 | ) | ||||||
Net cash generated from operating activities | 17,982,623 | 6,459,829 | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||
Interest received | 4 | 698 | 838 | |||||||
Purchase of property and equipment | 8 | (62,417 | ) | - | ||||||
Proceeds from disposals of property and equipment | 23,331 | - | ||||||||
Net cash (used in)/generated from investing activities | (38,388 | ) | 838 | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||
Dividend paid | (16,800,000 | ) | (1,000,000 | ) | ||||||
Principal elements of lease payments | (98,060 | ) | (121,061 | ) | ||||||
Net cash used in financing activities | (16,898,060 | ) | (1,121,061 | ) | ||||||
Net increase in cash and cash equivalents | 1,046,175 | 5,339,606 | ||||||||
Effect on foreign exchange rate changes | (162,372 | ) | 17,411 | |||||||
Cash and cash equivalents at 1 January | 6,036,049 | 1,670,749 | ||||||||
Cash and cash equivalents at 31 October | 6,919,852 | 7,027,766 |
7 |
ULI (NORTH & EAST CHINA) COMPANY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE TEN MONTHS ENDED 31 OCTOBER 2022
(Expressed in United States dollars)
1. | BASIS OF PREPARATION |
These condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” and Hong Kong Accounting Standard 34 “Interim Financial Reporting” issued by the International Accounting Standards Board (“IASB”) and the Hong Kong Institute of Certified Public Accountants (the “HKICPA”) respectively.
These condensed consolidated financial statements should be read in conjunction with the 2021 annual financial statements. The accounting policies (including the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty) and methods of computation used in the preparation of these condensed consolidated financial statements are consistent with those used in the annual financial statements for the year ended 31 December 2021.
2. | ADOPTION OF NEW AND REVISED INTERNATIONAL / HONG KONG FINANCIAL REPORTING STANDARDS |
The accounting policies applied in these consolidated financial statements are the same as those applied in the Group’s consolidated financial statements as at and for the year ended 31 December 2021. In the current period, the Group has adopted all the new and revised International Financial Reporting Standards and Hong Kong Financial Reporting Standards issued by IASB and the HKICPA respectively that are relevant to its operations and effective for its accounting year beginning on 1 January 2022 but they do not have a material effect on the Group’s consolidated financial statements.
A number of new standards and amendments to standards are effective for annual periods beginning after 1 January 2022 and earlier application is permitted. The Group has not early adopted any of the forthcoming new or amended standards in preparing these condensed consolidated interim financial statements.
3. | REVENUE |
The principal activities of the Company are investment holding and the provision of air and ocean freight forwarding services in the People’s Republic of China (the “PRC”). The subsidiary is principally engaged in the provision of air and ocean freight forwarding services in the PRC.
Revenue represents gross invoiced freight income and recognised at a point in time for the period.
8 |
ULI (NORTH & EAST CHINA) COMPANY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE TEN MONTHS ENDED 31 OCTOBER 2022
(Expressed in United States dollars)
4. | OTHER INCOME |
Ten months ended 31 October | ||||||||
2022 | 2021 | |||||||
USD | USD | |||||||
(unaudited) | (unaudited) | |||||||
Bank interest income | 698 | 838 | ||||||
Sundry income | 90,493 | 57,725 | ||||||
91,191 | 58,563 |
5. | OTHER GAINS AND LOSSES |
Ten months ended 31 October | ||||||||
2022 | 2021 | |||||||
USD | USD | |||||||
(unaudited) | (unaudited) | |||||||
Net exchange gains | 317,519 | 95,093 | ||||||
Gain on disposals of property and equipment | 23,331 | - | ||||||
340,850 | 95,093 |
6. | PROFIT BEFORE TAXATION |
Profit before taxation is arrived at after charging:
Ten months ended 31 October | ||||||||
2022 | 2021 | |||||||
USD | USD | |||||||
(unaudited) | (unaudited) | |||||||
(a) Staff costs (including directors ‘ remuneration) | ||||||||
- Salaries, allowances and other benefits | 3,716,512 | 5,095,512 | ||||||
- Retirement scheme contributions | 441,864 | 427,591 | ||||||
4,158,376 | 5,523,103 | |||||||
(b) Other items: | ||||||||
- Depreciation of property and equipment | 25,462 | 38,295 | ||||||
- Depreciation of right-of-use assets | 80,833 | 104,408 | ||||||
- Rental charges under operating leases in respect of land and buildings | 211,912 | 203,840 |
9 |
ULI (NORTH & EAST CHINA) COMPANY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE TEN MONTHS ENDED 31 OCTOBER 2022
(Expressed in United States dollars)
7. | INCOME TAX EXPENSE |
Ten months ended 31 October | ||||||||
2022 | 2021 | |||||||
USD | USD | |||||||
(unaudited) | (unaudited) | |||||||
Current tax - PRC | 1,316 | - |
No provision for Hong Kong Profits Tax is required since the Company’s income is derived from overseas sources which is not liable to Hong Kong Profit Tax.
Taxation for the PRC subsidiary is charged at the appropriate current rates of taxation ruling in the relevant tax jurisdictions (2021: USDNil).
8. | PROPERTY AND EQUIPMENT |
During the ten months ended 31 October 2022, the Group acquired property and equipment of USD62,417 (2021: USD Nil).
9. | RIGHT-OF-USE ASSETS |
During the ten months ended 31 October 2022, the Group entered into a new lease agreement for use of properties for one year. On lease commencement, the Group recognised USD92,474 of right-of-use assets and lease liabilities.
10. | TRADE RECEIVABLES |
All trade receivables are expected to be recovered within one year.
Trade receivables represented by:
31 October | 31 December | |||||||
2022 | 2021 | |||||||
USD | USD | |||||||
(unaudited) | (audited) | |||||||
- Third parties | 1,041,561 | 5,633,224 | ||||||
- Related companies | 1,716,678 | 12,181,995 | ||||||
2,758,239 | 17,815,219 |
10 |
ULI (NORTH & EAST CHINA) COMPANY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE TEN MONTHS ENDED 31 OCTOBER 2022
(Expressed in United States dollars)
11. | AMOUNTS DUE FROM/TO RELATED PARTIES |
31 October | 31 December | |||||||
2022 | 2021 | |||||||
USD | USD | |||||||
(unaudited) | (audited) | |||||||
Amount due from related parties | ||||||||
- Related companies | 13,886 | 7,488 | ||||||
Amounts due to related parties | ||||||||
- Director | 136,322 | 3,163,759 | ||||||
- Related company | 2,035 | - | ||||||
138,357 | 3,163,759 |
The balances with related parties are in nature of current accounts, unsecured, interest-free and have no fixed terms of repayment.
12. | TRADE PAYABLES |
Trade payables are expected to be settled within one year.
Trade payables represented by:
31 October | 31 December | |||||||
2022 | 2021 | |||||||
USD | USD | |||||||
(unaudited) | (audited) | |||||||
Trade payables | ||||||||
- Third parties | 1,575,943 | 4,727,950 | ||||||
- Related companies | 9,904 | - | ||||||
1,585,847 | 4,727,950 |
11 |
ULI (NORTH & EAST CHINA) COMPANY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE TEN MONTHS ENDED 31 OCTOBER 2022
(Expressed in United States dollars)
13. | CAPITAL, RESERVES AND DIVIDENDS |
(a) Share capital
31 October 2022 | 31 December 2021 | |||||||||||||||
Number of shares | Amount | Number of shares | Amount | |||||||||||||
USD (unaudited) | USD
(audited) | |||||||||||||||
Ordinary share, issued and fully paid | 150,000 | 150,000 | 150,000 | 150,000 |
(b) Dividends
The directors have declared the following dividends during the period:
Ten months ended 31 October | ||||||||
2022 | 2021 | |||||||
USD | USD | |||||||
(unaudited) | (unaudited) | |||||||
2021 interim dividend of USD53.33 per ordinary share declared on 12 January 2022 | 8,000,000 | |||||||
2021 interim dividend of USD26.67 per ordinary share declared on 31 March 2022 | 4,000,000 | |||||||
2021 interim dividend of USD5.33 per ordinary share declared on 13 May 2022 | 800,000 | |||||||
2022 interim dividend of USD26.67 per ordinary share declared on 15 August 2022 | 4,000,000 | |||||||
2022 interim dividend of USD26.67 per ordinary share declared on 31 October 2022 | 4,000,000 | |||||||
2020 final dividend of USD6.67 per ordinary share declared on 19 February 2021 | - | 1,000,000 | ||||||
20,800,000 | 1,000,000 |
12 |
ULI (NORTH & EAST CHINA) COMPANY LIMITED
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE TEN MONTHS ENDED 31 OCTOBER 2022
(Expressed in United States dollars)
14. | MATERIAL RELATED PARTY TRANSACTIONS |
During the period, the Group entered into the following material related party transactions:
Ten months ended 31 October | ||||||||
2022 | 2021 | |||||||
USD | USD | |||||||
(unaudited) | (unaudited) | |||||||
Related parties | ||||||||
Salaries paid | 22,432 | 23,270 | ||||||
Office rent paid | 190,087 | 197,192 | ||||||
Management fee paid | 30,000 | 30,000 | ||||||
Related companies | ||||||||
Freight income received | 20,943,304 | 26,826,842 | ||||||
Freight charge paid | 265,370 | 329,380 | ||||||
Management fee income received | 50,000 | 50,000 | ||||||
Management fee paid | 10,283 | 10,283 |
Balances with related parties are disclosed in the condensed consolidated statement of financial position and in notes 10, 11 and 12 to the condensed consolidated financial statements.
Appendix i |
ULI (NORTH & EAST CHINA) COMPANY LIMITED
DETAILED INCOME STATEMENT - THE COMPANY
FOR THE TEN MONTHS ENDED 31 OCTOBER 2022
(Expressed in United States dollars)
(For Management Information Only)
15. | APPROVAL OF FINANCIAL STATEMENTS |
The interim consolidated financial statements were approved and authorised for issue by the Board of Directors on 10 February 2023.
Ten months ended 31 October | ||||||||
2022 | 2021 | |||||||
USD | USD | |||||||
(unaudited) | (unaudited) | |||||||
FREIGHT INCOME | 66,861,556 | 92,413,457 | ||||||
Freight costs | 54,543,647 | 71,736,542 | ||||||
GROSS PROFIT | 12,317,909 | 20,676,915 | ||||||
OTHER INCOME | ||||||||
Bank interest income | 137 | 132 | ||||||
Sundry income | 83,334 | 57,647 | ||||||
83,471 | 57,779 | |||||||
OTHER GAINS AND LOSSES - NET EXCHANGE GAINS/(LOSSES) | 50,328 | (272,612 | ) | |||||
EXPENDITURE (APPENDIX ii) | 2,100,727 | 3,552,842 | ||||||
Administrative expenses | 446,445 | 679,683 | ||||||
Other operating expenses | 2,547,172 | 4,232,525 | ||||||
PROFIT BEFORE TAXATION | 9,904,536 | 16,229,557 |
Appendix ii |
ULI (NORTH & EAST CHINA) COMPANY LIMITED
OVERHEAD EXPENSES - THE COMPANY
FOR THE TEN MONTHS ENDED 31 OCTOBER 2022
(Expressed in United States dollars)
(For Management Information Only)
Ten months ended 31 October | ||||||||
2022 | 2021 | |||||||
USD | USD | |||||||
(unaudited) | (unaudited) | |||||||
ADMINISTRATIVE EXPENSES | ||||||||
Staff | ||||||||
Directors’ remuneration | 1,669,052 | 2,874,372 | ||||||
Retirement scheme contributions | 17,924 | 20,020 | ||||||
Staff costs | 326,620 | 570,229 | ||||||
2,013,596 | 3,464,621 | |||||||
Premises | ||||||||
Rent | 87,131 | 88,221 | ||||||
2,100,727 | 3,552,842 | |||||||
OTHER OPERATING EXPENSES | ||||||||
Bad debts | - | 171 | ||||||
Bank charges | 15,157 | 12,241 | ||||||
Commission expenses | 294,305 | 510,393 | ||||||
Computer expenses | 22,328 | 25,940 | ||||||
Depreciation of property and equipment | - | 50 | ||||||
Entertainment | 29,280 | 39,205 | ||||||
Insurance | 5,042 | - | ||||||
Management fee | 40,283 | 40,283 | ||||||
Motor vehicles expenses | 16,493 | 19,065 | ||||||
Office expenses | 5,384 | 3,811 | ||||||
Other expenses | 2,603 | 6,751 | ||||||
Postage and courier | 24 | 303 | ||||||
Telephone | 14,953 | 14,577 | ||||||
Travelling | 593 | 6,893 | ||||||
446,445 | 679,683 |