Exhibit 99.22
Entity 21
UNIQUE LOGISTICS INTERNATIONAL (SOUTH CHINA) LIMITED
(Incorporated in Hong Kong with limited liability)
Report and Condensed Financial Statements
For the ten months ended 31 October 2022
UNIQUE LOGISTICS INTERNATIONAL (SOUTH CHINA) LIMITED
REPORTS AND CONDENSED FINANCIAL STATEMENTS
FOR THE TEN MONTHS ENDED 31 OCTOBER 2022
C O N T E N T S
Pages | |
Independent Review Report | 1-2 |
Condensed Statement of Profit or Loss and Other Comprehensive Income | 3 |
Condensed Statement of Financial Position | 4 |
Condensed Statement of Changes in Equity | 5 |
Condensed Statement of Cash Flows | 6 |
Notes to the Condensed Financial Statements | 7-11 |
Appendices (For management information only) | |
Detailed Income Statement | i |
Overhead Expenses | ii |
1 |
TO THE BOARD OF DIRECTORS OF
UNIQUE LOGISTICS INTERNATIONAL (SOUTH CHINA) LIMITED
(Incorporated in Hong Kong with limited liability)
Introduction
We have reviewed the interim financial information set out on pages 3 to 11 which comprises the condensed statement of financial position of the Company as at 31 October 2022 and the related condensed statement of profit or loss and other comprehensive income, condensed statement of changes in equity and condensed 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
UNIQUE LOGISTICS INTERNATIONAL (SOUTH CHINA) 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 |
UNIQUE LOGISTICS INTERNATIONAL (SOUTH CHINA) LIMITED
CONDENSED 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 | 22,827,130 | 23,475,244 | |||||||
Freight costs | (20,658,968 | ) | (21,634,480 | ) | ||||||
Gross profit | 2,168,162 | 1,840,764 | ||||||||
Other income | 4 | 65 | 17,428 | |||||||
Other gains and losses - net exchange gains/(losses) | 106,394 | (648 | ) | |||||||
Administrative expenses | (416,898 | ) | (155,396 | ) | ||||||
Other operating expenses | (105,424 | ) | (98,032 | ) | ||||||
Profit from operations | 5 | 1,752,299 | 1,604,116 | |||||||
Finance costs | (16,699 | ) | (33,663 | ) | ||||||
Profit before taxation | 1,735,600 | 1,570,453 | ||||||||
Income tax expense | 6 | - | - | |||||||
Profit for the period | 1,735,600 | 1,570,453 | ||||||||
Other comprehensive income for the period, net of tax | - | - | ||||||||
Total comprehensive income for the period | 1,735,600 | 1,570,453 |
4 |
UNIQUE LOGISTICS INTERNATIONAL (SOUTH CHINA) LIMITED
CONDENSED STATEMENT OF FINANCIAL POSITION
AT 31 OCTOBER 2022
(Expressed in United States dollars)
Unaudited | Audited | |||||||||
31 October | 31 December | |||||||||
Note | 2022 | 2021 | ||||||||
USD | USD | |||||||||
Non-current asset | ||||||||||
Property and equipment | 7 | 124 | 187 | |||||||
Current assets | ||||||||||
Trade receivables | 8 | 3,013,262 | 4,718,489 | |||||||
Amounts due from related parties | 9 | - | 41,073 | |||||||
Cash and cash equivalents | 389,964 | 424,856 | ||||||||
3,403,226 | 5,184,418 | |||||||||
Current liabilities | ||||||||||
Trade payables | 10 | 1,448,824 | 1,215,025 | |||||||
Other payables and accrued expenses | 328,750 | 452,361 | ||||||||
Bank overdrafts | - | 1,406,151 | ||||||||
1,777,574 | 3,073,537 | |||||||||
Net current assets | 1,625,652 | 2,110,881 | ||||||||
NET ASSETS | 1,625,776 | 2,111,068 | ||||||||
Capital and reserves | ||||||||||
Share capital | 11 | 115,385 | 115,385 | |||||||
Reserves | 1,510,391 | 1,995,683 | ||||||||
TOTAL EQUITY | 1,625,776 | 2,111,068 |
Approved by the Board of Directors on 10 February 2023 and are signed on its behalf by:
Lee Chi Tak, Richard | Lee Man Bun, Patrick |
5 |
UNIQUE LOGISTICS INTERNATIONAL (SOUTH CHINA) LIMITED
CONDENSED STATEMENT OF CHANGES IN EQUITY
FOR THE TEN MONTHS ENDED 31 OCTOBER 2022
(Expressed in United States dollars)
Unaudited | ||||||||||||||
Note | Share capital | Retained profits | Total | |||||||||||
USD | USD | USD | ||||||||||||
Balance at 1 January 2021 | 115,385 | 617,378 | 732,763 | |||||||||||
Total comprehensive income for the period | - | 1,570,453 | 1,570,453 | |||||||||||
Dividend paid | 11(b) | - | (210,765 | ) | (210,765 | ) | ||||||||
Balance at 31 October 2021 | 115,385 | 1,977,066 | 2,092,451 | |||||||||||
Balance 1 January 2022 | 115,385 | 1,995,683 | 2,111,068 | |||||||||||
Total comprehensive income for the year | - | 1,735,600 | 1,735,600 | |||||||||||
Dividends paid | 11(b) | - | (2,220,892 | ) | (2,220,892 | ) | ||||||||
Balance at 31 October 2022 | 115,385 | 1,510,391 | 1,625,776 |
6 |
UNIQUE LOGISTICS INTERNATIONAL (SOUTH CHINA) LIMITED
CONDENSED 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 | 1,735,600 | 1,570,453 | ||||||||
Adjustments for: | ||||||||||
- Finance costs | 16,699 | 33,663 | ||||||||
- Interest income | 4 | (65 | ) | (40 | ) | |||||
- Depreciation | 63 | 63 | ||||||||
Operating profit before changes in working capital | 1,752,297 | 1,604,139 | ||||||||
Decrease/(increase) in trade receivables | 1,705,227 | (1,163,188 | ) | |||||||
Decrease/(increase) in amounts due from related parties | 41,073 | (27,376 | ) | |||||||
Increase/(decrease) in trade payables | 233,799 | (57,045 | ) | |||||||
Decrease in other payables and accrued expenses | (123,611 | ) | (63,168 | ) | ||||||
Cash generated from operations | 3,608,785 | 293,362 | ||||||||
Interest paid | (16,699 | ) | (33,663 | ) | ||||||
Net cash generated from operating activities | 3,592,086 | 259,699 | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||
Interest received and net cash generated from investing activities | 4 | 65 | 40 | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||
Dividends paid and net cash used in financing activities | 11(b) | (2,220,892 | ) | (197,068 | ) | |||||
Net increase in cash and cash equivalents | 1,371,259 | 62,671 | ||||||||
Cash and cash equivalents at 1 January | (981,295 | ) | (1,279,781 | ) | ||||||
Cash and cash equivalents at 31 October | 389,964 | (1,217,110 | ) |
7 |
UNIQUE LOGISTICS INTERNATIONAL (SOUTH CHINA) LIMITED
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE TEN MONTHS ENDED 31 OCTOBER 2022
(Expressed in United States dollars)
1. | BASIS OF PREPARATION |
These condensed 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 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 Company’s accounting policies and the key sources of estimation uncertainty) and methods of computation used in the preparation of these condensed financial statements are consistent with those used in the annual financial statements for the year ended 31 December 2021.
As Hong Kong dollar (“HKD”) is pegged to United States dollar (“USD”), the management of the Company used the exchange rate of USD1: HKD7.8 for the translation of presentation currency from HKD to USD.
2. | ADOPTION OF NEW AND REVISED INTERNATIONAL / HONG KONG FINANCIAL REPORTING STANDARDS |
The accounting policies applied in these condensed financial statements are the same as those applied in the Company’s financial statements as at and for the year ended 31 December 2021. In the current period, the Company 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 Company’s 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 Company has not early adopted any of the forthcoming new or amended standards in preparing these condensed interim financial statements.
3. | REVENUE |
The principal activities of the Company are the provision of air and ocean freight forwarding services in the People’s Republic of China.
Revenue represents gross invoiced freight income and recognised at a point in time for the period.
8 |
UNIQUE LOGISTICS INTERNATIONAL (SOUTH CHINA) LIMITED
NOTES TO THE CONDENSED 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 | 65 | 40 | ||||||
Sundry income | - | 17,388 | ||||||
65 | 17,428 |
5. | 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 and allowances | 386,396 | 130,017 | |||||||
(b) | Other item: | |||||||||
Depreciation | 63 | 63 |
6. | INCOME TAX EXPENSE |
No provision for Hong Kong Profits Tax or deferred taxation has been made in the financial statement since the Company’s income is derived from overseas sources which is not liable to Hong Kong Profits Tax.
7. | PROPERTY AND EQUIPMENT |
No property and equipment was acquired by the Company during the ten months ended 31 October 2022 (2021: USDNil).
9 |
UNIQUE LOGISTICS INTERNATIONAL (SOUTH CHINA) LIMITED
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE TEN MONTHS ENDED 31 OCTOBER 2022
(Expressed in United States dollars)
8. | 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 | 184,365 | 577,008 | ||||||
- Holding company | - | 15 | ||||||
- Fellow subsidiaries | 970,706 | 2,369,557 | ||||||
- Related companies | 1,858,191 | 1,771,909 | ||||||
3,013,262 | 4,718,489 |
9. | AMOUNTS DUE FROM RELATED PARTIES |
31 October | 31 December | |||||||
2022 | 2021 | |||||||
USD | USD | |||||||
(Unaudited) | (Audited) | |||||||
Amount due from related parties | ||||||||
- member | - | 29,445 | ||||||
- fellow subsidiary | - | 11,628 | ||||||
- | 41,073 |
The balances with the related parties are in nature of current account, are unsecured, interest-free and have no fixed terms of repayment.
10. | 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) | |||||||
- Third parties | 120,559 | 477,107 | ||||||
- Holding company | 10,082 | 25,485 | ||||||
- Fellow subsidiaries | 1,107,783 | 454,088 | ||||||
- Related companies | 210,400 | 258,345 | ||||||
1,448,824 | 1,215,025 |
10 |
UNIQUE LOGISTICS INTERNATIONAL (SOUTH CHINA) LIMITED
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE TEN MONTHS ENDED 31 OCTOBER 2022
(Expressed in United States dollars)
11. | CAPITAL, RESERVES AND DIVIDENDS |
(a) | Share capital |
31 October 2022 | 31 December 2021 | |||||||||||||||
Number of shares | Amount | Number of shares | Amount | |||||||||||||
HKD (Unaudited) | HKD (Audited) | |||||||||||||||
Ordinary share, issued and fully paid | 900,000 | 900,000 | 900,000 | 900,000 | ||||||||||||
Equivalent to | USD | 115,385 | USD | 115,385 |
(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 USD0.2 per ordinary share declared on 5 May 2022 | 178,689 | - | ||||||
2021 final dividend of USD2.02 per ordinary share declared on 3 August 2022 | 1,816,995 | - | ||||||
2022 interim dividend of USD0.25 per ordinary share declared on 19 August 2022 | 225,208 | - | ||||||
2019 final dividend of USD0.15 per ordinary share declared on 7 January 2021 | - | 134,839 | ||||||
2020 final dividend of USD0.08 per ordinary share declared on 20 April 2021 | - | 75,926 | ||||||
2,220,892 | 210,765 |
11 |
UNIQUE LOGISTICS INTERNATIONAL (SOUTH CHINA) LIMITED
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE TEN MONTHS ENDED 31 OCTOBER 2022
(Expressed in United States dollars)
12. | MATERIAL RELATED PARTY TRANSACTIONS |
During the period, the Company entered into the following material related party transactions:
Ten months ended 31 October | ||||||||
2022 | 2021 | |||||||
USD | USD | |||||||
(Unaudited) | (Unaudited) | |||||||
Holding Company | ||||||||
Administration and handling fees paid | 28,846 | 28,846 | ||||||
Corporate fee paid | 43,363 | 40,268 | ||||||
Group fee paid | 30,987 | 43,863 | ||||||
Fellow subsidiaries | ||||||||
Freight income received | 987,273 | 1,748,553 | ||||||
Freight charges paid | 5,545,257 | 7,609,341 | ||||||
Related parties | ||||||||
Freight income received | 16,989,172 | 18,315,562 | ||||||
Freight charges paid | 11,573,614 | 10,181,308 |
Balances with related parties are disclosed in the condensed statement of financial position and in notes 8, 9 and 10 to the condensed financial statements.
Appendix i |
UNIQUE LOGISTICS INTERNATIONAL (SOUTH CHINA) LIMITED
DETAILED INCOME STATEMENT
FOR THE TEN MONTHS ENDED 31 OCTOBER 2022
(Expressed in United States dollars)
(For Management Information Only)
13. | APPROVAL OF FINANCIAL STATEMENTS |
The interim 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 | 22,827,130 | 23,475,244 | ||||||
Freight costs | (20,658,968 | ) | (21,634,480 | ) | ||||
Gross profit | 2,168,162 | 1,840,764 | ||||||
Add: Other income | ||||||||
Bank interest income | 65 | 40 | ||||||
Sundry income | - | 17,388 | ||||||
65 | 17,428 | |||||||
Add: Other gains and losses - net exchange gains/(losses) | 106,394 | (648 | ) | |||||
Less: Expenditure (Appendix ii) | ||||||||
Administrative expenses | 416,898 | 155,396 | ||||||
Other operating expenses | 105,424 | 98,032 | ||||||
522,322 | 253,428 | |||||||
Profit from operations | 1,752,299 | 1,604,116 | ||||||
Less: Finance costs (Appendix ii) | 16,699 | 33,663 | ||||||
Profit before taxation | 1,735,600 | 1,570,453 |
Appendix ii |
UNIQUE LOGISTICS INTERNATIONAL (SOUTH CHINA) LIMITED
OVERHEAD EXPENSES
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 | ||||||||
Computer expenses | 19,564 | 14,441 | ||||||
Salaries and bonuses | 375,357 | 118,367 | ||||||
Staff welfare | 11,039 | 11,650 | ||||||
Telephone and facsimile | 10,938 | 10,938 | ||||||
416,898 | 155,396 | |||||||
Other operating expenses | ||||||||
Administration and handling fees | 28,846 | 28,846 | ||||||
Auditor’s remuneration | 12,726 | 4,885 | ||||||
Bank charges | 4,610 | 6,480 | ||||||
Corporate fee expenses | 43,363 | 36,816 | ||||||
Depreciation | 63 | 63 | ||||||
Entertainment | 11,107 | 15,892 | ||||||
Insurance | 3,032 | 3,455 | ||||||
Legal and professional fees | 996 | 1,175 | ||||||
Printing and stationery | 13 | - | ||||||
Repair and maintenance | 649 | 309 | ||||||
Sundries | 19 | 111 | ||||||
105,424 | 98,032 | |||||||
522,322 | 253,428 | |||||||
Finance cost | ||||||||
Bank loan interest | 16,699 | 33,663 |