2020Interim
Report
Contents
2 Corporate Information
4 Chairman's Statement
6 Management Discussion and Analysis
20 Other Information
- Report on Review of Interim Financial Information
- Interim Condensed Consolidated Income Statement
- Interim Condensed Consolidated Statement of Comprehensive Income
- Interim Condensed Consolidated Balance Sheet
40 Interim Condensed Consolidated Statement of Changes in Equity
42 Interim Condensed Consolidated Statement of Cash Flows
44 Notes to the Interim Condensed Consolidated Financial Information
73 Definitions
INTERIM REPORT 2020 | 1 | YIXIN GROUP LIMITED |
CORPORATE INFORMATION
BOARD OF DIRECTORS | AUDITOR |
Executive Directors | PricewaterhouseCoopers |
Certified Public Accountants and | |
Mr. Andy Xuan Zhang (Chairman and | Registered Public Interest Entity Auditor |
Chief Executive Officer) | 22/F, Prince's Building |
Mr. Dong Jiang (President) | Central, Hong Kong |
Non-executive Directors | LEGAL ADVISERS |
Mr. Jimmy Chi Ming Lai | As to Hong Kong and U.S. laws: |
Mr. Chenkai Ling | Skadden, Arps, Slate, Meagher & Flom and Affiliates |
Mr. Huan Zhou | 42/F, Edinburgh Tower |
The Landmark | |
Independent Non-executive Directors | 15 Queen's Road Central |
Hong Kong | |
Mr. Tin Fan Yuen | |
Mr. Chester Tun Ho Kwok | As to PRC law: |
Ms. Lily Li Dong | Han Kun Law Offices |
AUDIT COMMITTEE | Suite 906, Office Tower C1 |
Oriental Plaza | |
No.1 East Chang An Avenue | |
Mr. Chester Tun Ho Kwok (Chairman) | Beijing, PRC |
Mr. Tin Fan Yuen | |
Ms. Lily Li Dong | As to Cayman Islands law: |
REMUNERATION COMMITTEE | Maples and Calder (Hong Kong) LLP |
26th Floor, Central Plaza | |
18 Harbour Road | |
Mr. Tin Fan Yuen (Chairman) | Wanchai, Hong Kong |
Mr. Andy Xuan Zhang | COMPLIANCE ADVISER |
Ms. Lily Li Dong | |
NOMINATION COMMITTEE | Somerley Capital Limited |
20th Floor, China Building | |
Mr. Andy Xuan Zhang (Chairman) | 29 Queen's Road Central |
Mr. Chester Tun Ho Kwok | Hong Kong |
Ms. Lily Li Dong | REGISTERED OFFICE |
COMPANY SECRETARY | |
P.O. Box 309, Ugland House | |
Mr. Man Wah Cheng | Grand Cayman, KY1-1104 |
AUTHORISED REPRESENTATIVES | Cayman Islands |
Mr. Andy Xuan Zhang | |
Mr. Man Wah Cheng |
INTERIM REPORT 2020 | 2 | YIXIN GROUP LIMITED |
CORPORATE INFORMATION
PRINCIPAL PLACE OF BUSINESS IN | HONG KONG SHARE REGISTRAR |
HONG KONG | |
Computershare Hong Kong Investor Services Limited | |
Suite 709, Champion Tower | 17M Floor, Hopewell Centre |
Three Garden Road | 183 Queen's Road East |
Central, Hong Kong | Wanchai, Hong Kong |
HEAD OFFICE AND PRINCIPAL PLACE | PRINCIPAL BANKERS |
OF BUSINESS IN CHINA | |
Bank of China | |
Yixin Building | Bank of Communications |
1 North, Zhongguancun Hongqiao Innovation Center | China Construction Bank |
365 Linhong Road, Changning District | The Hongkong and Shanghai Banking |
Shanghai, China | Corporation Limited |
CAYMAN ISLANDS PRINCIPAL SHARE | COMPANY WEBSITE |
REGISTRAR AND TRANSFER OFFICE | |
www.yixincars.com | |
Maples Fund Services (Cayman) Limited | STOCK CODE |
PO Box 1093, Boundary Hall | |
Cricket Square | |
Grand Cayman, KY1-1102 | 2858 |
Cayman Islands |
INTERIM REPORT 2020 | 3 | YIXIN GROUP LIMITED |
CHAIRMAN'S STATEMENT
Dear Shareholders,
I am pleased to present our interim report for the six months ended June 30, 2020.
The first half of 2020 bears the imprint of COVID-19, which left an indelible memory in the history of Yixin, the whole industry, even the whole nation and the world.
During the first half of 2020, China's total sales of new and used passenger vehicle decreased by approximately 21% year-on-year, according to data from China Association of Automobile Manufacturers ("CAAM") and China Automobile Dealers Association ("CADA"). Adversely affected by such pressure on the sales of China's auto market and the reduced consumption capabilities, Yixin's total financed automobile transactions were 121 thousand for the first half of 2020, representing a 58% year-on-year decrease and the aggregate financing amount we facilitated through our loan facilitation services and our self-operated financing business was approximately RMB9.3 billion. Our financed new and used automobile transactions contributed 69% and 31% of total financed transactions in the first half of 2020, respectively, compared to 61% and 39% for the same period last year.
Our revenues for the first half of 2020 were approximately RMB1,624 million, representing a 49% year-on-year decrease, mainly due to the negative impact of COVID-19. Our new core services revenues, which include revenues from loan facilitation transactions and new self-operated financing lease transaction services we facilitated during the six months ended June 30, 2020 were approximately RMB476 million, representing a 57% year-on-year decrease. Accordingly, our gross profit for the first half of 2020 decreased by 52% to approximately RMB735 million, mainly due to the decrease in our revenues.
Impacted by the outbreak of COVID-19 and the reduced consumer's repayment capability, we booked approximated RMB1,381 million for net impairment losses on finance receivables for the six months ended June 30, 2020, compared to RMB256 million for the same period last year, which negatively affected our profit. As a result, our adjusted net loss for the six months ended June 30, 2020 was approximately RMB871 million, compared to an adjusted net profit of RMB343 million for the same period last year.
Despite the unprecedented challenges and uncertainties arising from COVID-19, the social activities as well as the sales of China auto industry were gradually resuming in the second quarter. The total sales of new and used passenger vehicle for the second quarter increased by approximately 73% quarter-on-quarter. At the same time, we also saw gradual improvement in our business since the second quarter. Yixin's total financed automobile transactions, including new and used, for the second quarter increased by 33% quarter-on-quarter to approximately 69,000 and our new core services revenues for the second quarter increased by 15% quarter-on-quarter.
INTERIM REPORT 2020 | 4 | YIXIN GROUP LIMITED |
CHAIRMAN'S STATEMENT
Starting from the second quarter of 2020, along with the work resumption and economic recovery, the repayment cash flow on a daily basis has been improved. As of June 30, 2020, our 180+ days past due ratio and 90+ days (including 180+ days) past due ratios for all financed transactions through both our self-operated financing lease services and our loan facilitation services were 1.40% and 2.46%, respectively, compared to 1.55% and 2.60% as of March 31, 2020, respectively.
As you may all know, on June 12, 2020, Bitauto, one of the Controlling Shareholders of the Company, announced that it has entered into an agreement and plan of merger, pursuant to which Bitauto will be acquired by an investor consortium led by Tencent (through its wholly-owned subsidiary Morespark) and Hammer Capital. Upon the Merger becoming effective, there will be a change in statutory control in Bitauto and as a result the Consortium or their affiliates will acquire control of Yixin. Further details of the Merger and the possible unconditional mandatory cash offers are set out in the announcement of the Company dated June 15, 2020. After the close of the cash offers (if materialised), while Yixin will remain as a Hong Kong Main Board listed company with an independent management team, it is expected that we could utilize more resources to solidify our leadership position.
Looking ahead, we believe that the challenges arising from COVID-19 will continue and the business will take some time for a full recovery. We will work closely with our partners to further improve our financing products and services. Meanwhile, we will continue to adopt stricter risk assessments to ensure the healthy development of Yixin.
APPRECIATION
On behalf of the Group, I would like to take this opportunity to express our sincere gratitude to our consumers and business partners. I would also like to thank our dedicated employees and management team for their commitment, diligence, integrity, and professionalism. I am also thankful for the continued support and trust from our Shareholders and stakeholders. We will continue to build on our capabilities and strengthen our ecosystem to provide consumers with better online automobile transaction experience.
Andy Xuan Zhang
Chairman
Hong Kong
August 24, 2020
INTERIM REPORT 2020 | 5 | YIXIN GROUP LIMITED |
MANAGEMENT DISCUSSION AND ANALYSIS
SIX MONTHS ENDED JUNE 30, 2020 COMPARED TO SIX MONTHS ENDED JUNE 30, 2019
The following table sets forth the comparative figures for the six months ended June 30, 2020 and 2019.
Six months ended June 30, | |||
2020 | 2019 | Year-on-year | |
RMB' 000 | RMB' 000 | % | |
Revenues | 1,623,834 | 3,161,739 | -49% |
Cost of revenues | (888,734) | (1,629,783) | -45% |
Gross profit | 735,100 | 1,531,956 | -52% |
Selling and marketing expenses | (401,885) | (578,829) | -31% |
Administrative expenses | (223,700) | (206,550) | 8% |
Research and development expenses | (82,023) | (103,578) | -21% |
Credit impairment losses | (1,488,568) | (529,997) | 181% |
Other gains, net | 88,772 | 50,636 | 75% |
Operating (loss)/profit | (1,372,304) | 163,638 | N/A |
Finance (cost)/income, net | (2,898) | 25,355 | N/A |
Share of loss of an investment accounted for using the | |||
equity method | (833) | (712) | 17% |
(Loss)/profit before income tax | (1,376,035) | 188,281 | N/A |
Income tax expense | 323,123 | (65,140) | N/A |
(Loss)/profit for the period | (1,052,912) | 123,141 | N/A |
Non-IFRSs measure (unaudited) | |||
Adjusted operating (loss)/profit (unaudited) | (1,189,854) | 383,743 | N/A |
Adjusted net (loss)/profit (unaudited) | (870,545) | 343,164 | N/A |
INTERIM REPORT 2020 | 6 | YIXIN GROUP LIMITED |
MANAGEMENT DISCUSSION AND ANALYSIS
REVENUES
Our total revenues decreased by 49% year-on-year to RMB1,624 million for the six months ended June 30, 2020, compared to RMB3,162 million for the same period last year, mainly due to the decrease in our loan facilitation services and financing lease services. Our new core services revenues, which include revenues from loan facilitation transactions and new self-operated financing lease transactions we facilitated during the period, decreased by 57% year-on-year to RMB476 million, compared to RMB1,100 million for the same period last year. The following table sets forth the comparative figures for the six months ended June 30, 2020 and 2019.
Six months ended June 30, | |||||
2020 | 2019 | ||||
% of total | % of total | ||||
RMB' 000 | revenues | Year-on-year | RMB' 000 | revenues | |
Revenues | |||||
Transaction platform business | |||||
Loan facilitation services | 462,085 | 29% | -45% | 839,049 | 27% |
Advertising and other services | 33,738 | 2% | -20% | 42,389 | 1% |
Subtotal | 495,823 | 31% | -44% | 881,438 | 28% |
Self-operated financing business | |||||
Financing lease services | 1,111,166 | 68% | -47% | 2,080,712 | 66% |
From new transactions during the period | 13,777 | 1% | -95% | 261,182 | 8% |
From existing transactions in prior periods | 1,097,389 | 67% | -40% | 1,819,530 | 58% |
Other self-operated services(1) | 16,845 | 1% | -92% | 199,589 | 6% |
Subtotal | 1,128,011 | 69% | -51% | 2,280,301 | 72% |
Total | 1,623,834 | 100% | -49% | 3,161,739 | 100% |
Note:
- Include revenues from operating lease services, automobile sales and other revenues.
INTERIM REPORT 2020 | 7 | YIXIN GROUP LIMITED |
MANAGEMENT DISCUSSION AND ANALYSIS
Transaction platform business
Revenues from our transaction platform business decreased by 44% year-on-year to RMB496 million for the six months ended June 30, 2020, compared to RMB881 million for the same period last year, mainly due to the decrease in revenues from our loan facilitation services. Our transaction platform business contributed 31% of total revenue for the six months ended June 30, 2020, increased from 28% for the same period last year.
Revenues from our loan facilitation services decreased by 45% year-on-year to RMB462 million for the six months ended June 30, 2020, compared to RMB839 million for the same period last year. For the six months ended June 30, 2020, we facilitated approximately 103 thousand financed transactions, through loan facilitation services, representing a 37% year-on-year decrease in volume. Revenue contribution from our loan facilitation services increased to 29% during the six months ended June 30, 2020, compared to 27% for the same period last year.
Revenues from our advertising and other services decreased by 20% year-on-year to RMB34 million for the six months ended June 30, 2020, compared to RMB42 million for the same period last year, mainly due to our strategy to de-emphasize such services.
Self-operated financing business
Revenues from our self-operated financing business decreased by 51% year-on-year to RMB1,128 million for the six months ended June 30, 2020, compared to RMB2,280 million for the same period last year, primarily due to the decrease in revenues from financing lease services. During the six months ended June 30, 2020, we facilitated approximately 18 thousand financed transactions through self-operated financing business, representing a 85% year-on-year decrease in volume, mainly due to our strategy to focus on loan facilitation services.
Revenues from our financing lease services decreased by 47% year-on-year to RMB1,111 million for the six months ended June 30, 2020, compared to RMB2,081 million for the same period last year, due to the decrease in revenues from both existing financing lease transactions in prior periods and new financing lease transactions during the six months ended June 30, 2020. During the six months ended June 30, 2020, we generated RMB1,097 million revenues from existing financing lease transactions in prior periods and RMB14 million revenues from new financing lease transactions, compared to RMB1,820 million and RMB261 million, respectively, for the same period last year. The average yield of our net finance receivables(1) was 9.7% for the six months ended June 30, 2020, compared to 11.7% for the same period last year, primarily due to our sales promotion and offering of more products with lower interest rate to stimulate the recovery of financed automobile transactions.
Note:
- Revenues from financing leases services divided by quarterly average balance of net finance receivables.
INTERIM REPORT 2020 | 8 | YIXIN GROUP LIMITED |
MANAGEMENT DISCUSSION AND ANALYSIS
Revenues from our other self-operated services decreased by 92% year-on-year to RMB17 million for the six months ended June 30, 2020, compared to RMB200 million for the same period last year, primarily due to the decrease in automobile sales. Revenue from automobile sales was RMB11 million for the six months ended June 30, 2020, compared to RMB171 million for the same period last year.
COST OF REVENUES
Cost of revenues decreased by 45% year-on-year to RMB889 million for the six months ended June 30, 2020, compared to RMB1,630 million for the same period last year, primarily due to the decrease in commissions associated with our loan facilitation services, the decrease in funding costs associated with our self-operated financing business and the decrease in costs associated with automobile sales.
Cost of revenues of our transaction platform business decreased by 40% year-on-year to RMB207 million for the six months ended June 30, 2020, compared to RMB344 million for the same period last year. The decrease was primarily due to the decrease in commissions associated with our loan facilitation services. Loan facilitation commissions were RMB193 million for the six months ended June 30, 2020, compared to RMB314 million for the same period last year.
Cost of revenues of our self-operated financing business decreased by 47% year-on-year to RMB681 million for the six months ended June 30, 2020, compared to RMB1,285 million for the same period last year, primarily due to the decrease in funding costs associated with our self-operated financing business and the decrease in costs associated with automobile sales. Funding costs decreased by 37% year-on-year to RMB637 million for the six months ended June 30, 2020, compared to RMB1,012 million for the same period last year. The average funding cost of our net finance receivables(1) was 5.6% for the six months ended June 30, 2020, slightly decreased from 5.7% for the same period last year.
Note:
- Funding costs divided by quarterly average balance of net finance receivables.
INTERIM REPORT 2020 | 9 | YIXIN GROUP LIMITED |
MANAGEMENT DISCUSSION AND ANALYSIS
GROSS PROFIT AND MARGIN
Six months ended June 30, | ||||
2020 | 2019 | |||
RMB' 000 | Margin | RMB' 000 | Margin | |
Segment gross profit and gross profit | ||||
margins | ||||
Transaction platform business | 288,396 | 58% | 537,071 | 61% |
Self-operated financing business | 446,704 | 40% | 994,885 | 44% |
Total | 735,100 | 45% | 1,531,956 | 48% |
Our total gross profit decreased by 52% year-on-year to RMB735 million for the six months ended June 30, 2020, compared to RMB1,532 million for the same period last year, primarily due to the decrease in total revenues. Our overall gross profit margin decreased to 45% for the six months ended June 30, 2020, compared to 48% for the same period last year.
Gross profit of our transaction platform business decreased by 46% year-on-year to RMB288 million for the six months ended June 30, 2020, compared to RMB537 million for the same period last year, mainly due to the revenue decrease in our loan facilitation services. Gross profit margin of our transaction platform business decreased to 58% for the six months ended June 30, 2020, compared to 61% for the same period last year, primarily due to the change of revenue mix in our transaction platform business.
Gross profit of our self-operated financing business decreased by 55% year-on-year to RMB447 million for the six months ended June 30, 2020, compared to RMB995 million for the six months ended June 30, 2019, mainly due to the revenue decrease in financing lease services. Gross profit margin of our self-operated financing business decreased to 40% for the six months ended June 30, 2020, compared to 44% for the same period last year, primarily due to the decrease in revenues from financing lease services. The average spread of our net finance receivables(1) was 4.1% for the six months ended June 30, 2020, compared to 6.0% for the same period last year, primarily due to our sales promotion which offered more products with lower interest rate.
Note:
- Difference between the average yield of net finance receivables and the average funding cost of net finance receivables.
INTERIM REPORT 2020 | 10 | YIXIN GROUP LIMITED |
MANAGEMENT DISCUSSION AND ANALYSIS
SELLING AND MARKETING EXPENSES
Selling and marketing expenses decreased by 31% year-on-year to RMB402 million for the six months ended June 30, 2020, compared to RMB579 million for the same period last year, primarily due to the decrease in salary, employee benefit, share-based compensation expenses and professional service fees. Share-based compensation expenses for our sales and marketing personnel were RMB9 million for the six months ended June 30, 2020, compared to RMB30 million for the same period last year.
ADMINISTRATIVE EXPENSES
Our administrative expenses increased by 8% year-on-year to RMB224 million for the six months ended June 30, 2020, compared to RMB207 million for the same period last year, primarily due to the increase of provision for impairment of other non-current assets, and partially offset by the decrease of salary, employee benefit and share- based compensation expenses. Share-based compensation expenses for our administrative personnel were RMB47 million for the six months ended June 30, 2020, compared to RMB88 million for the same period last year.
RESEARCH AND DEVELOPMENT EXPENSES
Our research and development expenses decreased by 21% year-on-year to RMB82 million for the six months ended June 30, 2020, compared to RMB104 million for the same period last year, primarily due to the decrease in salary, employee benefit and share-based compensation expenses. Share-based compensation expenses for our research and development personnel were RMB8 million for the six months ended June 30, 2020, compared to RMB23 million for the same period last year.
CREDIT IMPAIRMENT LOSSES
Credit impairment losses include provision for expected credit losses of finance receivables, provision for expected credit losses of risk assurance liabilities, and provision for impairment of trade receivables and other receivables. It increased by approximately 181% year-on-year to RMB1,489 million for the six months ended June 30, 2020, compared to RMB530 million for the same period last year, primarily due to the increase in provision for expected credit losses of finance receivables. Provision for expected credit losses of finance receivables was RMB1,381 million for the six months ended June 30, 2020, compared to RMB256 million for the same period last year, primarily due to the outbreak of COVID-19 and the reduced consumer's repayment capability.
OTHER GAINS, NET
Our other gains, net increased by 75% year-on-year to RMB89 million for the six months ended June 30, 2020, compared to RMB51 million for the same period last year. The increase was primarily attributable to the increase in gains associated with business cooperation agreements with Yusheng and the decrease in bank fees and charges.
OPERATING (LOSS)/PROFIT
Our operating loss for the six months ended June 30, 2020 was RMB1,372 million, compared to an operating profit of RMB164 million for the same period last year, mainly due to the decrease in gross profit and the increase in credit impairment losses.
INTERIM REPORT 2020 | 11 | YIXIN GROUP LIMITED |
MANAGEMENT DISCUSSION AND ANALYSIS
FINANCE (COST)/INCOME, NET
Our finance cost, net for the six months ended June 30, 2020 was RMB3 million, compared to a finance income, net of RMB25 million for the same period last year, mainly due to the decrease in interest income from our bank deposits.
INCOME TAX EXPENSE
Our income tax benefit was RMB323 million for the six months ended June 30, 2020, compared to an income tax expense of RMB65 million for the same period last year, mainly due to operating loss incurred during the period.
(LOSS)/PROFIT FOR THE PERIOD
Our loss was RMB1,053 million for the six months ended June 30, 2020, compared to a profit of RMB123 million for the same period last year due to the decrease in gross profit and the increase in credit impairment losses.
INTERIM DIVIDEND
The Board did not recommend the payment of an interim dividend for the six months ended June 30, 2020 (2019: nil).
NON-IFRSs MEASURES
To supplement our interim condensed consolidated financial information, which are presented in accordance with the IFRSs, we also use adjusted operating profit and adjusted net profit as additional financial measures, which are unaudited and not required by, or presented in accordance with, IFRSs. We present these financial measures because they are used by our management to evaluate our financial performance by eliminating the impact of items that we do not consider indicative of our business performance. We also believe that these non-IFRSs measures provide additional information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as they help our management compare our financial results across accounting periods and with those of our peer companies.
Adjusted operating (loss)/profit eliminates the effect of certain non-cash items and one-time events, namely amortization of intangible assets resulting from asset and business acquisitions and share-based compensation expenses ("Adjusted Operating (Loss)/Profit"). Adjusted net (loss)/profit eliminates the effect of the aforesaid items and any related tax impact ("Adjusted Net (Loss)/Profit"). The terms Adjusted Operating (Loss)/Profit and Adjusted Net (Loss)/Profit are not defined under the IFRSs. The use of Adjusted Operating (Loss)/Profit and Adjusted Net (Loss)/Profit has material limitations as an analytical tool, as they do not include all items that impact our (loss)/ profit for the relevant periods. The effect of items eliminated from Adjusted Operating (Loss)/Profit and Adjusted Net (Loss)/Profit is a significant component in understanding and assessing our operating and financial performance.
INTERIM REPORT 2020 | 12 | YIXIN GROUP LIMITED |
MANAGEMENT DISCUSSION AND ANALYSIS
In light of the foregoing limitations for Adjusted Operating (Loss)/Profit and Adjusted Net (Loss)/Profit, when assessing our operating and financial performance, you should not view Adjusted Operating (Loss)/Profit in isolation or as a substitute for our operating (loss)/profit, nor should you view Adjusted Net (Loss)/Profit in isolation or as a substitute for our (loss)/profit for the year/period or any other operating performance measure that is calculated in accordance with IFRSs. In addition, because these non-IFRSs measures may not be calculated in the same manner by all companies, they may not be comparable to other similarly titled measures used by other companies.
The following tables reconcile our Adjusted Operating (Loss)/Profit and Adjusted Net (Loss)/Profit for the periods presented to the most directly comparable financial measures calculated and presented in accordance with IFRSs. Adjusted Operating (Loss)/Profit and Adjusted Net (Loss)/Profit are not required by, or presented in accordance with, IFRSs.
Six months ended June 30, | ||
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Operating (loss)/profit | (1,372,304) | 163,638 |
Add: | ||
Amortization of intangible assets resulting from asset and business | ||
acquisitions | 119,041 | 78,925 |
Share-based compensation expenses | 63,409 | 141,180 |
Adjusted operating (loss)/profit | (1,189,854) | 383,743 |
Six months ended June 30, | ||
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Net (loss)/profit | (1,052,912) | 123,141 |
Add: | ||
Amortization of intangible assets resulting from asset and business | ||
acquisitions | 118,958 | 78,843 |
Share-based compensation expenses | 63,409 | 141,180 |
Adjusted net (loss)/profit | (870,545) | 343,164 |
ADJUSTED OPERATING (LOSS)/PROFIT
Our adjusted operating loss was RMB1,190 million for the six months ended June 30, 2020, compared to an adjusted operating profit of RMB384 million for the same period last year. The decrease was mainly due to the decrease in gross profit and the increase in credit impairment losses.
INTERIM REPORT 2020 | 13 | YIXIN GROUP LIMITED |
MANAGEMENT DISCUSSION AND ANALYSIS
ADJUSTED NET (LOSS)/PROFIT
Our adjusted net loss was RMB871 million for the six months ended June 30, 2020, compared to an adjusted net profit of RMB343 million for the same period last year. The decrease was mainly due to the decrease in gross profit and the increase in credit impairment losses.
SELECTED FINANCIAL INFORMATION FROM OUR CONSOLIDATED BALANCE SHEET
As at | ||||
June 30, | December 31, | Year-on-year | ||
2020 | 2019 | change | ||
RMB' 000 | RMB' 000 | % | ||
Carrying amount of finance receivables | 17,744,509 | 26,904,149 | -34% | |
Cash and cash equivalent | 2,168,000 | 1,586,817 | 37% | |
Total borrowings | 13,957,206 | 19,840,169 | -30% | |
Current assets | 18,903,908 | 22,409,003 | -16% | |
Current liabilities | 14,121,706 | 18,890,005 | -25% | |
Net current assets | 4,782,202 | 3,518,998 | 36% | |
Total equity | 14,749,409 | 15,713,054 | -6% | |
FINANCE RECEIVABLES
We provide financing lease services in our self-operated financing business segment. Customers pay us interest and principal on a monthly basis. Our carrying amount of finance receivables decreased to RMB17.7 billion as at June 30, 2020, compared to RMB26.9 billion as at December 31, 2019, mainly due to our strategy to focus on loan facilitation services.
The following table sets forth our net finance receivables, the amount of net finance receivables that are past due and the corresponding past due ratios, and the amount of provision for expected credit losses and the corresponding coverage ratios as at the dates indicated:
As at | ||||
June 30, | December 31, | |||
2020 | 2019 | |||
(RMB' 000, except for percentage) | ||||
Finance receivables, net (ending balance) | 18,530,669 | 27,583,876 | ||
Provision for expected credit losses (ending balance) | (786,160) | (679,727) | ||
Provision to net finance receivables ratio(1) | 4.24% | 2.46% | ||
Note:
- Provision for expected credit losses divided by net finance receivables.
INTERIM REPORT 2020 | 14 | YIXIN GROUP LIMITED |
MANAGEMENT DISCUSSION AND ANALYSIS
The following table sets forth past due ratios for all financed transactions through both our self-operated financing lease services and our loan facilitation services to assess the overall quality of our financed transactions:
As at | |||
June 30, | December 31, | ||
2020 | 2019 | ||
(RMB' 000, except for percentage) | |||
Past due ratio: | |||
180+ days(1) | 1.40% | 0.33% | |
90+ days (including 180+ days)(2) | 2.46% | 1.30% | |
Notes:
- 180+ days past due net finance receivables from self-operated financing lease services and past due outstanding loan balances from loan facilitation service divided by total net finance receivables and outstanding loan balances.
- 90+ days (including 180+ days) past due net finance receivables from self-operated financing lease services and past due outstanding loan balances from loan facilitation service divided by total net finance receivables and outstanding loan balances.
As at June 30, 2020, our 180+ days past due ratio and 90+ days (including 180+ days) past due ratio for all financed transactions including both our self-operated financing lease services and loan facilitation services were 1.40% and 2.46% respectively (December 31, 2019: 0.33% and 1.30% respectively).
CASH AND CASH EQUIVALENTS
As at June 30, 2020, we had cash and cash equivalents of RMB2,168 million, compared to RMB1,587 million as at December 31, 2019. The increase in cash and cash equivalent was mainly due to the collection of interest and principal from our financing lease services.
As at June 30, 2020, RMB2,121 million of cash and cash equivalents were denominated in RMB, compared to RMB1,530 million as at December 31, 2019.
Our net cash inflow generated from operating activities was RMB7.4 billion for the six months ended June 30, 2020, compared to RMB3.9 billion for the same period last year.
BORROWINGS AND SOURCE OF FUNDS
By leveraging our leading industry position as well as prudent and sound risk management track record, we are highly recognized among China's financial institutions and have established diversified and extensive funding channels to support our loan facilitation services and self-operated financing lease services.
For our loan facilitation services, we currently work with 14 banks and financial institutions as our partners. In addition to our equity funding and cash flow from operations, we also issued asset backed securities and notes as well as obtained loans and borrowings from banks and other financial institutions.
INTERIM REPORT 2020 | 15 | YIXIN GROUP LIMITED |
MANAGEMENT DISCUSSION AND ANALYSIS
As at June 30, 2020, our total borrowings were RMB14.0 billion, compared to RMB19.8 billion as at December 31, 2019. The decrease was mainly due to the Company's reduced direct lending and strategy to focus on loan facilitation services. Total borrowings comprised of (i) asset backed securities and notes of RMB4.4 billion as at June 30, 2020; and (ii) bank loans and borrowings from other institutions of RMB9.6 billion. Asset backed securities and notes as a percentage of our total borrowings was 31% as at June 30, 2020.
Details of the currencies, maturities and interest rates of the borrowings are set out in Note 23 to the interim condensed consolidated financial statements.
Yixin is a seasoned and highly recognized issuer in China's asset backed securities market. As at June 30, 2020, Yixin has offered accumulatively 24 asset backed securities and notes publicly with a total issuance amount of over RMB34.6 billion on Shanghai Stock Exchange ("SSE"), National Association of Financial Market Institutional Investors ("NAFMII"), and Shanghai Insurance Exchange ("SHIE").
NET CURRENT ASSETS
Our net current assets were RMB4,782 million as at June 30, 2020, compared to RMB3,519 million as at December 31, 2019. Our current assets were RMB18.9 billion as at June 30, 2020, compared to RMB22.4 billion as at December 31, 2019, primarily due to the decrease of finance receivables as a result of our strategy to focus on loan facilitation services. Our current liabilities were RMB14.1 billion as at June 30, 2020, compared to RMB18.9 billion as at December 31, 2019, primarily due to the repayment of borrowings due.
TOTAL EQUITY
Our total equity was RMB14.7 billion as at June 30, 2020, compared to RMB15.7 billion as at December 31, 2019, primarily due to the net loss occurred for the six months ended June 30, 2020 and the increase in share premium.
KEY FINANCIAL RATIOS
As at | |||
June 30, | December 31, | ||
2020 | 2019 | ||
Current ratio (times)(1) | 1.34 | 1.19 | |
Gearing ratio(2) | 39% | 51% | |
Debt to equity ratio (times)(3) | 0.95 | 1.28 | |
Notes:
- Current ratio is our current assets divided by our current liabilities at the end of each financial period.
- Gearing ratio is net debt divided by total capital at the end of each financial period. Net debt is calculated as total borrowings (including loans payable to Bitauto, its subsidiaries and consolidated affiliated entities) plus lease liabilities, less our cash and cash equivalents and restricted cash. Total capital is calculated as total equity plus net debt.
- Debt to equity ratio is total borrowings (including loans payables to Bitauto, its subsidiaries and consolidated affiliated entities) plus lease liabilities divided by total equity at the end of each financial period.
INTERIM REPORT 2020 | 16 | YIXIN GROUP LIMITED |
MANAGEMENT DISCUSSION AND ANALYSIS
Current Ratio
Our current ratio increase to 1.34 as at June 30, 2020, compared to 1.19 as at December 31, 2019, mainly due to the decrease in current liabilities of the Group.
Gearing Ratio
Our gearing ratio decreased to 39% as at June 30, 2020, compared to 51% as at December 31, 2019, mainly due to the decrease in net debt of the Group.
Debt to Equity Ratio
Our debt to equity ratio decreased to 0.95 as at June 30, 2020, compared to 1.28 as at December 31, 2019, mainly due to the decrease in total borrowings.
CAPITAL EXPENDITURE AND INVESTMENTS
Six months ended June 30, | ||
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Purchase of property and equipment and non-current assets | 9,656 | 11,831 |
Purchase of intangible assets | - | 2,999 |
Investments in financial assets at fair value through profit or loss | - | 120,927 |
Investments in associates and subsidiaries in the form of ordinary shares | 75,000 | 500 |
Total | 84,656 | 136,257 |
FOREIGN EXCHANGE RISK
Our Group's subsidiaries primarily operate in the PRC and are exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the United States dollar and the Hong Kong dollar. Therefore, foreign exchange risk primarily arose from recognized assets and liabilities in our Group's PRC subsidiaries when receiving or to receive foreign currencies from, or paying or to pay foreign currencies to, overseas business partners. We did not hedge against any fluctuation in foreign currency nor did we use any financial instruments for hedging purposes during the six months ended June 30, 2020 and 2019.
Details of the currencies in which cash and cash equivalents are held and in which borrowings are made are set out in Note 18 and Note 23 to the interim condensed consolidated financial statements, respectively.
INTERIM REPORT 2020 | 17 | YIXIN GROUP LIMITED |
MANAGEMENT DISCUSSION AND ANALYSIS
SIGNIFICANT INVESTMENTS HELD
On June 13, 2018, the Company and Yusheng Holdings Limited ("Yusheng"), a company principally engaged in used automobile transaction business and an independent third party, entered into a convertible note purchase agreement (the "Convertible Note Purchase Agreement"), pursuant to which Yusheng agreed to issue, and the Company agreed to purchase, the convertible note (the "Convertible Note") in the principal amount of US$260 million (equivalent to approximately HK$2,040 million). The Convertible Note is interest free and convertible into 13 million non-voting Series Pre-A preferred shares of Yusheng with a par value of US$0.0001 per share (the "Series Pre-APreferred Shares") at the conversion price of US$20.00 (equivalent to approximately HK$156.93). The Series Pre-A Preferred Shares convertible under the Convertible Note represent an interest of approximately 40.63% in the share capital of Yusheng assuming full subscription of the Series A-1 and Series A-2 preferred shares of Yusheng by the investors under the securities subscription agreement separately entered into by them with Yusheng and that all the equity securities which Yusheng intends to reserve for issuance pursuant to its future employee equity incentive plan have been issued. The Convertible Note will mature on June 12, 2038 (the "Maturity Date") or such later date as otherwise agreed by the Company and Yusheng. Unless converted into Series Pre-A Preferred Shares prior to the Maturity Date, the outstanding principal of the Convertible Note will be due and payable upon demand by the Company on the Maturity Date or any time thereafter.
As consideration for the subscription of the Convertible Note, the Company agreed to (i) pay a cash consideration of US$21 million (equivalent to approximately HK$165 million), and (ii) provide certain cooperation services to Yusheng and/or its affiliates pursuant to the terms of the business cooperation agreement dated June 13, 2018 entered into between the Company and Yusheng. For further details, please refer to the announcement of the Company dated June 13, 2018.
In November, 2019, the Company subscribed another convertible note issued by Yusheng with a cash consideration of US$43 million (equivalent to approximately HK$335 million) to further strength our cooperation relationship with Yusheng in used automobile business.
Yusheng is determined to be a leading China online used automobile transaction platform. As of June 30, 2020, Yusheng had approximately 1,700 employees with a wide dealership network covering approximately 10,000 dealers across more than 100 cities nationwide. Yusheng has 20 self-operated offline stores, while it provides high quality services to approximately 3,000 paying members, including online traffic, inventory of used automobiles, operation management platform and other value-added services. As of June 30, 2020, Yusheng has become not only an important distributor, but also a reliable and respected partner of the Group.
As at June 30, 2020, fair value of our investment in Yusheng was RMB2,150,285,000 (December 31, 2019: RMB2,118,909,000) which constituted 6.8% of total assets (December 31, 2019: 5.4%). The Company did not recognize any realized or unrealized gain or loss from the investment nor did the Company receive any dividend for the six months ended June 30, 2020 and June 30, 2019.
Save as disclosed above, we did not hold any significant investments in the equity interests of any other companies for the six months ended June 30, 2020.
FUTURE PLANS FOR MATERIAL INVESTMENTS AND CAPITAL ASSETS
Save as discussed in this interim report, we did not have other plans for material investments and capital assets.
INTERIM REPORT 2020 | 18 | YIXIN GROUP LIMITED |
MANAGEMENT DISCUSSION AND ANALYSIS
EMPLOYEE AND REMUNERATION POLICY
Our success depends on our ability to attract, retain and motivate qualified personnel. As part of our retention strategy, we offer employees competitive salaries, performance-based cash bonuses and other incentives. We primarily recruit our employees through recruitment agencies, on-campus job fairs, industry referrals, and online channels.
As at June 30, 2020, we had 2,987 full-time employees (December 31, 2019: 4,177). In line with the performance of the Group and individual employees, a competitive remuneration package is offered to retain employees, including salaries, discretionary bonuses and contributions to benefit plans (including pensions). Employees of the Group are eligible participants of the Pre-IPO Share Option Scheme, the First Share Award Scheme and the Second Share Award Scheme, the details of which are set out in the Prospectus and Note 20 to the interim condensed consolidated financial statements.
In addition to on-the-job training, we have adopted a training policy, pursuant to which various internal and external training are provided to our employees.
The total remuneration cost (including share-based compensation) incurred by the Group for the six months ended June 30, 2020 was RMB356 million, compared to RMB539 million for the same period last year.
MATERIAL ACQUISITIONS AND DISPOSALS
Save as disclosed in this interim report, the Group did not have any other material acquisitions and disposals of subsidiaries or associated companies for the six months ended June 30, 2020.
PLEDGE OF ASSETS
Certain deposits placed with banks were used as pledged assets for the Group's bank borrowings and bank notes as well as loan facilitation services. Certain finance receivables were used as pledge for the borrowings and securitization transactions. For more details, please refer to the Notes 18 and 23 to the interim condensed consolidated financial information.
CONTINGENT LIABILITIES
As at June 30, 2020, we did not have any material contingent liabilities (December 31, 2019: nil).
INTERIM REPORT 2020 | 19 | YIXIN GROUP LIMITED |
OTHER INFORMATION
DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ITS ASSOCIATED CORPORATIONS
As at June 30, 2020, the interests and short positions of the Directors and chief executive of the Company in the Shares, underlying Shares and debentures of the Company or its associated corporations within the meaning of Part XV of the SFO, which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) to be recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO; or (c) as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code were as follows:
- Interests in the underlying Shares
Number of Shares | ||||
Number of | ||||
underlying | Approximate | |||
Personal | Shares | Total | percentage of | |
Name of Director | interest | interested(5) | interests | issued Shares(6) |
Mr. Andy Xuan Zhang | - | 257,601,260(L)(1) | 257,601,260 | 4.04% |
Mr. Dong Jiang | 38,519,810(L)(2) | 2,450,000(L)(3) | 40,969,810 | 0.64% |
Ms. Lily Li Dong | - | 337,848(L)(4) | 337,848 | 0.01% |
Mr. Chester Tung Ho Kwok | - | 675,697(L)(4) | 675,697 | 0.01% |
Mr. Tin Fan Yuen | - | 675,697(L)(4) | 675,697 | 0.01% |
Notes:
- Mr. Andy Xuan Zhang's entitlement to receive up to 257,601,260 Shares pursuant to the exercise of options granted to him under the Pre- IPO Share Option Scheme, subject to the conditions (including vesting conditions) of those options.
- Mr. Dong Jiang's entitlement to receive up to 38,519,810 Shares pursuant to the exercise of options granted to him under the Pre-IPO Share Option Scheme subject to the conditions (including vesting conditions) of those options and the options were held by the Xindu Limited with Yidu PTC Limited as trustee ("Xindu Trust"). Until June 30, 2020, the Xindu Trust has transferred all 38,519,810 Shares to Mr. Dong Jiang.
- Such interest represents the award shares granted to Mr. Dong Jiang under the Second Share Award Scheme adopted by the Company on September 20, 2018, and 2,450,000 Shares been vested as at June 30, 2020.
- Such interest represents the award shares granted to each of Ms. Lily Li Dong, Mr. Chester Tung Ho Kwok and Mr. Tin Fan Yuen under the Second Share Award Scheme adopted by the Company respectively on September 20, 2018, and 168,924 Shares, 337,847 Shares and 337,847 Shares been vested respectively as at June 30, 2020.
- The letter "L" denotes long position in such underlying Shares.
- The percentages are calculated on the basis of 6,374,961,548 Shares in issue as at June 30, 2020.
INTERIM REPORT 2020 | 20 | YIXIN GROUP LIMITED |
OTHER INFORMATION
DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ITS ASSOCIATED CORPORATIONS (CONTINUED)
- Interests in the underlying shares of associated corporations of the Company
Number of ordinary shares in Bitauto | |||||
Beneficiary of | |||||
a trust | Number of | ||||
(other than | underlying | Approximate | |||
a discretionary | Personal | shares | Total | percentage of | |
Name of Director | interest) | interest | interested(2) | interests | issued shares(3) |
Mr. Andy Xuan Zhang | - | - | 1,680,000(L)(1) | 1,680,000 | 2.28% |
Notes:
- Mr. Andy Xuan Zhang's entitlement to shares related to outstanding restricted stock units granted under Bitauto's employee incentive plans.
- The letter "L" denotes long position in such underlying shares.
- The percentage is calculated in the basis of 73,761,089 ordinary shares of Bitauto in issue as at June 30, 2020.
Save as disclosed above, as at June 30, 2020, so far as was known to the Directors and chief executive of the Company, none of the Directors or chief executive of the Company had any interests or short positions in the Shares, underlying Shares or debentures of the Company or its associated corporations which were required to be
- notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to be interested under such provisions of the SFO); or (b) recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO; or (c) notified to the Company and the Stock Exchange pursuant to the Model Code.
INTERIM REPORT 2020 | 21 | YIXIN GROUP LIMITED |
OTHER INFORMATION
SUBSTANTIAL SHAREHOLDERS' INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES OF THE COMPANY
As at June 30, 2020, so far as was known to the Directors or chief executive of the Company, the following persons (other than the Directors and chief executive of the Company) had interests and/or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company pursuant to Divisions 2 and 3 of Part XV of the SFO or as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO:
Approximate | |||
percentage of | |||
issued share | |||
Number of | capital of | ||
Name of Substantial Shareholder | Nature of interest | Shares held(9) | the Company(10) |
Bitauto | Beneficial owner | 496,544,440(L) | 7.79% |
Bitauto1 | Interest of controlled corporation | 2,290,292,130(L) | 35.93% |
Bitauto2 | Interest of a party to an agreement | 637,334,205(L) | 10.00% |
regarding interest in the Company | |||
Bitauto HK1 | Beneficial owner | 2,290,292,130(L) | 35.93% |
THL H Limited3 | Beneficial owner | 931,604,940(L) | 14.61% |
Morespark3, 6 | Beneficial owner | 267,603,350(L) | 4.20% |
Morespark4, 6 | Interest of controlled corporation | 3,424,170,775(L) | 53.71% |
Yiche Holding4 | Interest of controlled corporation | 3,424,170,775(L) | 53.71% |
Tencent3 | Interest of controlled corporation | 4,098,895,850(L) | 64.30% |
JD Financial Investment Limited5 | Beneficial owner | 684,283,320(L) | 10.73% |
JD.com Investment Limited5 | Interest of controlled corporation | 684,283,320(L) | 10.73% |
JD.com5 | Interest of controlled corporation | 684,283,320(L) | 10.73% |
Max Smart Ltd5 | Interest of controlled corporation | 684,283,320(L) | 10.73% |
UBS Trustees (B.V.I.) Limited5 | Trustee | 684,283,320(L) | 10.73% |
劉強東 | Beneficiary of a trust | 684,283,320(L) | 10.73% |
Hammer Capital6 | A concert party to an agreement to | 3,691,774,125(L) | 57.91% |
buy shares described in s.317(1)(a) | |||
of the SFO | |||
Hammer Capital Asset Management | Investment manager | 3,691,774,125(L) | 57.91% |
Limited7 | |||
Hammer Capital Partners Ltd.7 | Interest of controlled corporation | 3,691,774,125(L) | 57.91% |
Hammer Capital Opportunities | Interest of controlled corporation | 3,691,774,125(L) | 57.91% |
General Partner6 | |||
Silver Oryx Limited6 | Interest of controlled corporation | 3,691,774,125(L) | 57.91% |
Avantua Investments Limited6 | Interest of controlled corporation | 3,691,774,125(L) | 57.91% |
Go Winner Investments Limited6 | Interest of controlled corporation | 3,691,774,125(L) | 57.91% |
Woodbury Capital Management | Interest of controlled corporation | 3,691,774,125(L) | 57.91% |
Limited6 | |||
Cheng Chi Kong6 | Interest of controlled corporation | 3,691,774,125(L) | 57.91% |
Cheung Siu Fai7 | Interest of controlled corporation | 3,691,774,125(L) | 57.91% |
Tsang Ling Kay Rodney6, 7, 8 | Interest of controlled corporation | 3,786,119,985(L) | 59.39% |
INTERIM REPORT 2020 | 22 | YIXIN GROUP LIMITED |
OTHER INFORMATION
Notes:
- Bitauto HK is a wholly-owned subsidiary of Bitauto. Accordingly, Bitauto is deemed to be interested in the same number of Shares in which Bitauto HK is interested under the SFO.
- Pursuant to the voting proxy agreement entered into amongst Bitauto and Tencent on November 15, 2019, Tencent granted to Bitauto a voting proxy over 637,334,205 Shares representing approximately 10% of the then issued share capital of the Company, solely for the purpose of enabling Bitauto to exercise in excess of 50% of the voting rights in the Company.
- THL H Limited which holds 931,604,940 Shares, Morespark which holds 267,603,350 Shares and deemed to be interested in 3,424,170,775 Shares (as detailed in (4) below), and Tencent Mobility Limited which holds 112,850,990 Shares, are wholly-owned subsidiaries of Tencent. Accordingly, Tencent is deemed to be interested in the same number of Shares in which THL H Limited, Morespark and Tencent Mobility Limited are interested under the SFO. To avoid double counting, the voting proxy over 637,334,205 Shares granted to Bitauto from Tencent as detailed in (2) above are excluded from the number of Shares held by Tencent.
- Morespark has 100% control of Yiche Holding, which entered into the merger agreement with Merger Sub and Bitauto on June 12, 2020. If the merger in relation to Bitauto completes in accordance with the merger agreement, Morespark's control of Yiche Holding Limited will fall to around 68.17%. As such, Morespark is deemed to be interested in the same number of Shares in which Yiche Holding is interested under the SFO.
- JD Financial Investment Limited is wholly-owned by JD.com Investment Limited, which in turn is wholly-owned by JD.com. JD.com is owned as to 73.3% by Max Smart Limited, which in turn is wholly-owned by UBS Nominees Limited, and UBS Nominees Limited is owned as to 100% by UBS Trustees (B.V.I.) Limited. Accordingly, each of JD.com Investment Limited, JD.com, Max Smart Limited, UBS Nominees Limited and UBS Trustees (B.V.I.) Limited are deemed to be interested in the same number of Shares in which JD Financial Investment Limited is interested under the SFO.
- Morespark (an entity controlled by Tencent) and Hammer Capital (a corporation controlled by Silver Oryx Limited, Avantua Investments Limited, Go Winner Investments Limited, Woodbury Capital Management Limited, Cheng Chi Kong, Hammer Capital Opportunities General Partner and Tsang Ling Kay Rodney) entered into the consortium agreement dated June 15, 2020 under section 317 of the SFO relating to, amongst others, the possible unconditional mandatory general offer to be made for all the issued Shares of the Company. By virtue of the SFO, each of Hammer Capital, its controlling corporations and controlling persons is deemed to be interested in the same number of shares in which Morespark is interested.
- Hammer Capital Asset Management Limited, being a corporation controlled by Hammer Capital Partners Ltd., Tsang Ling Kay Rodney and Cheung Siu Fai, is the investment manager of Hammer Capital which has become a member of the concert party group with interest in the Company (details refer to (6) above). By virtue of the SFO, each of Hammer Capital Asset Management Limited, its controlling corporation and controlling persons is deemed to be interested in the same number of shares in which Hammer Capital is interested.
- Hammer Capital Management Limited which is interested in 94,345,860 Shares is a corporation controlled by Tsang Ling Kay Rodney. By virtue of the SFO, Tsang Ling Kay Rodney is deemed to be interested in the same number of shares in which Hammer Capital Management Limited is interested.
- The letter "L" denotes the substantial Shareholder's long position in such Shares.
- The percentages are calculated on the basis of 6,374,961,548 Shares in issue as at June 30, 2020.
INTERIM REPORT 2020 | 23 | YIXIN GROUP LIMITED |
OTHER INFORMATION
SUBSTANTIAL SHAREHOLDERS' INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES OF THE COMPANY (CONTINUED)
Save as disclosed above, as at June 30, 2020, the Directors have not been notified by any person (other than the Directors or chief executive of the Company) who had interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company pursuant to Divisions 2 and 3 of Part XV of the SFO, or as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO.
PRE-IPO SHARE OPTION SCHEME
The Pre-IPO Share Option Scheme was approved and adopted by the Board on May 26, 2017 and amended on September 1, 2017. The purpose of the Pre-IPO Share Option Scheme is to promote the success and enhance the value of the Company, by linking the personal interests of the members of the Board, employees, consultants and other individuals to those of the Shareholders and, by providing such individuals with an incentive for outstanding performance, to generate superior returns to the Shareholders. The Pre-IPO Share Option Scheme is further intended to provide flexibility to the Company in its ability to motivate, attract and retain the services of recipients upon whose judgment, interest, and special effort the successful conduct of the Company's operation is largely dependent.
Further details of the Pre-IPO Share Option Scheme are set out in the Prospectus and the 2019 annual report of the Company.
Details of the options granted under the Pre-IPO Share Option Scheme and their movements during the six months ended June 30, 2020 are as follows:
Number of options | |||||||
Cancelled/ | |||||||
Outstanding | Exercised | Lapsed | Outstanding | ||||
as at | during the | during the | as at | ||||
Name or category of | January 1, | Reporting | Reporting | June 30, | |||
option holders | Date of grant | Exercise period | Exercise price | 2020 | Period | Period | 2020 |
Director and senior | |||||||
management | |||||||
Mr. Andy Xuan Zhang | July 3, 2017 | 10 years from | US$0.0014 | 192,599,071 | - | - | 192,599,071 |
the date of grant | |||||||
October 1, 2017 | 10 years from | US$0.0014 | 65,002,189 | - | - | 65,002,189 | |
the date of grant | |||||||
Mr. Zhifeng Jia | July 3, 2017 | 10 years from | US$0.0014 | 700,000 | - | - | 700,000 |
the date of grant | |||||||
Other grantees | |||||||
In aggregate | Between July 3, 2017 | 10 years from | US$0.0014 | 6,982,506 | (1,276,500) | (7) | 5,705,999 |
and October 1, 2017 | the date of grant | ||||||
Total | 265,283,766 | (1,276,500) | (7) | 264,007,259 | |||
INTERIM REPORT 2020 | 24 | YIXIN GROUP LIMITED |
OTHER INFORMATION
SHARE AWARD SCHEMES
The Company has adopted two share award schemes, namely, the First Share Award Scheme and the Second Share Award Scheme, in which eligible participants (including any Director) of the Group will be entitled to participate.
1. First Share Award Scheme
The First Share Award Scheme was adopted by written resolutions of the Shareholders on May 26, 2017, amended on September 1, 2017 and effective from the Listing Date. The purpose of the First Share Award Scheme is to align the interests of eligible participants with those of the Group through ownership of Shares, dividends and other distributions paid on Shares and/or the increase in value of the Shares, and to encourage and retain eligible participants to make contributions to the long-term growth and profits of the Group.
Pursuant to the First Share Award Scheme, the Board shall select the Eligible Person(s) for participation in the First Share Award Scheme and determine the number of shares to be awarded.
As at June 30, 2020, 102,352,427 Shares had been granted or agreed to be granted under the First Share Award Scheme and the trustee has applied shares held under the First Share Award Scheme which were unallocated or forfeited pursuant to the First Share Award Scheme to partly satisfy the awards granted.
INTERIM REPORT 2020 | 25 | YIXIN GROUP LIMITED |
OTHER INFORMATION
SHARE AWARD SCHEMES (CONTINUED)
1. First Share Award Scheme (Continued)
Details of the awarded Shares granted under the First Share Award Scheme and their movements during the six months ended June 30, 2020 are set out below:
Number of Awards | ||||||||
Granted | Vested | Lapsed | Closing | |||||
Held at | during the | during the | during the | Held at | price at | |||
January 1, | Reporting | Reporting | Reporting | June 30, | Vesting | date of | ||
Name | Date of grant | 2020 | Period | Period | Period | 2020 | date | grant (HK$) |
Other grantees | ||||||||
In aggregate | 17-Jul-18 | 7,849,993 | - | (7,688,619) | (161,374) | - | 31-Mar-20 | 3.14 |
17-Jul-18 | 142,800 | - | - | - | 142,800 | 31-Aug-20 | 3.14 | |
17-Jul-18 | 91,000 | - | - | (70,000) | 21,000 | 30-Sep-20 | 3.14 | |
17-Jul-18 | 572,500 | - | - | (52,500) | 520,000 | 31-Dec-20 | 3.14 | |
17-Jul-18 | 7,793,268 | - | - | (1,390,892) | 6,402,376 | 31-Mar-21 | 3.14 | |
17-Jul-18 | 91,000 | - | - | (70,000) | 21,000 | 30-Sep-21 | 3.14 | |
17-Jul-18 | 572,500 | - | - | (52,500) | 520,000 | 31-Dec-21 | 3.14 | |
17-Jul-18 | 7,336,658 | - | - | (1,390,892) | 5,945,766 | 31-Mar-22 | 3.14 | |
Sub-total | 24,449,719 | - | (7,688,619) | (3,188,158) | 13,572,942 | |||
In aggregate | 20-Dec-18 | 9,215,100 | - | (9,065,100) | (150,000) | - | 31-Mar-20 | 1.83 |
20-Dec-18 | 1,768,229 | - | - | (265,750) | 1,502,479 | 31-Aug-20 | 1.83 | |
20-Dec-18 | 232,500 | - | - | (67,500) | 165,000 | 30-Nov-20 | 1.83 | |
20-Dec-18 | 9,215,100 | - | - | (533,815) | 8,681,285 | 31-Mar-21 | 1.83 | |
20-Dec-18 | 1,768,229 | - | - | (265,750) | 1,502,479 | 31-Aug-21 | 1.83 | |
20-Dec-18 | 232,500 | - | - | (67,500) | 165,000 | 30-Nov-21 | 1.83 | |
20-Dec-18 | 9,215,096 | - | - | (533,815) | 8,681,281 | 31-Mar-22 | 1.83 | |
20-Dec-18 | 1,768,292 | - | - | (265,750) | 1,502,542 | 31-Aug-22 | 1.83 | |
20-Dec-18 | 232,500 | - | - | (67,500) | 165,000 | 30-Nov-22 | 1.83 | |
Sub-total | 33,647,546 | - | (9,065,100) | (2,217,380) | 22,365,066 | |||
In aggregate | 24-Jul-19 | 831,143 | - | (831,143) | - | - | 31-Mar-20 | 1.82 |
24-Jul-19 | 1,365,500 | - | - | - | 1,365,500 | 31-Aug-20 | 1.82 | |
24-Jul-19 | 645,905 | - | - | - | 645,905 | 31-Mar-21 | 1.82 | |
24-Jul-19 | 1,365,500 | - | - | - | 1,365,500 | 31-Aug-21 | 1.82 | |
24-Jul-19 | 485,232 | - | - | - | 485,232 | 31-Mar-22 | 1.82 | |
24-Jul-19 | 1,365,500 | - | - | - | 1,365,500 | 31-Aug-22 | 1.82 | |
24-Jul-19 | 300,000 | - | - | - | 300,000 | 31-Mar-23 | 1.82 | |
24-Jul-19 | 1,365,500 | - | - | - | 1,365,500 | 31-Aug-23 | 1.82 | |
Sub-total | 7,724,280 | - | (831,143) | - | 6,893,137 | |||
Total | 65,821,545 | - | (17,584,862) | (5,405,538) | 42,831,145 | |||
INTERIM REPORT 2020 | 26 | YIXIN GROUP LIMITED |
OTHER INFORMATION
SHARE AWARD SCHEMES (CONTINUED)
2. Second Share Award Scheme
The Second Share Award Scheme was adopted by written resolutions of all the Shareholders on September 1, 2017 and effective from the Listing Date. The purpose of the Second Share Award Scheme is to align the interests of eligible participants with those of the Group through ownership of Shares, dividends and other distributions paid on Shares and/or the increase in value of the Shares, and to encourage and retain eligible participants to make contributions to the long-term growth and profits of the Group.
The Board may, from time to time, grant awards to any eligible participant who the Board considers to have contributed or will contribute to the Group.
As at June 30, 2020, 12,318,478 Shares had been granted or agreed to be granted under the Second Share Award Scheme.
Details of the awarded Shares granted under the Second Share Award Scheme and their movements during the six months ended June 30, 2020 are set out below:
Number of Awards | ||||||||
Granted | Vested | Lapsed | Closing | |||||
Held at | during the | during the | during the | Held at | price at | |||
January 1, | Reporting | Reporting | Reporting | June 30, | Vesting | date of | ||
Name | Date of grant | 2020 | Period | Period | Period | 2020 | date | grant (HK$) |
Directors | ||||||||
Mr. Dong Jiang | 20-Sep-18 | 2,450,000(1) | - | (2,450,000) | - | - | 31-Mar-20 | 2.34 |
20-Sep-18 | 1,225,000 | - | - | - | 1,225,000 | 31-Mar-21 | 2.34 | |
20-Sep-18 | 1,225,000 | - | - | - | 1,225,000 | 31-Mar-22 | 2.34 | |
Mr. Tin Fan | 20-Sep-18 | 337,847 | - | - | - | 337,847 | 16-Nov-20 | 2.34 |
Yuen | 20-Sep-18 | 337,850 | - | - | - | 337,850 | 16-Nov-21 | 2.34 |
Mr. Chester Tun | 20-Sep-18 | 337,847 | - | - | - | 337,847 | 16-Nov-20 | 2.34 |
Ho Kwok | 20-Sep-18 | 337,850 | - | - | - | 337,850 | 16-Nov-21 | 2.34 |
Ms. Lily Li Dong | 20-Sep-18 | 168,924 | - | - | - | 168,924 | 16-Nov-20 | 2.34 |
20-Sep-18 | 168,924 | - | - | - | 168,924 | 16-Nov-21 | 2.34 | |
Sub-total | 6,589,242 | - | (2,450,000) | - | 4,139,242 | |||
Other grantees | ||||||||
In aggregate | 20-Sep-18 | 1,000,000(2) | - | (1,000,000) | - | - | 31-Mar-20 | 2.34 |
20-Sep-18 | 500,000 | - | - | - | 500,000 | 31-Mar-21 | 2.34 | |
20-Sep-18 | 500,000 | - | - | - | 500,000 | 31-Mar-22 | 2.34 | |
20-Dec-18 | 600,000(3) | - | (600,000) | - | - | 31-Mar-20 | 1.83 | |
20-Dec-18 | 300,000 | - | - | - | 300,000 | 31-Mar-21 | 1.83 | |
20-Dec-18 | 300,000 | - | - | - | 300,000 | 31-Mar-22 | 1.83 | |
Sub-total | 3,200,000 | - | (1,600,000) | - | 1,600,000 | |||
Total | 9,789,242 | - | (4,050,000) | - | 5,739,242 | |||
INTERIM REPORT 2020 | 27 | YIXIN GROUP LIMITED |
OTHER INFORMATION
SHARE AWARD SCHEMES (CONTINUED)
2. Second Share Award Scheme (Continued)
Notes:
- 1,225,000 awards of vesting date of March 31, 2019 for Mr. Dong Jiang has been postponed to March 31, 2020.
- 500,000 awards of vesting date of March 31, 2019 for other grantees has been postponed to March 31, 2020.
- 300,000 awards of vesting date of March 31, 2019 for other grantees has been postponed to March 31, 2020.
USE OF PROCEEDS FROM THE LISTING
Our Shares were listed on the Stock Exchange on the Listing Date and the net proceeds raised during our IPO amounted to approximately HK$6,508 million (equivalent to approximately RMB5,525 million). There was no change in the intended use of net proceeds as previously disclosed in the Prospectus.
As at June 30, 2020, the Group had utilised the proceeds as set out in the table below:
Utilization during | ||||||||
Net proceeds | Utilization up to | the six months ended | ||||||
from the IPO | June 30, 2020 | June 30, 2020 | Unutilized amount | |||||
HK$'000 | RMB'000 | HK$'000 | RMB'000 | HK$'000 | RMB'000 | HK$'000 | RMB'000 | |
Sales and marketing | 1,952,278 | 1,657,523 | 1,952,278 | 1,657,523 | - | - | - | - |
Research and technology | ||||||||
capabilities enhancement | 1,301,519 | 1,105,016 | 631,203 | 535,904 | 87,019 | 73,881 | 670,316 | 569,112 |
Self-operated financing business | 1,301,519 | 1,105,016 | 1,301,519 | 1,105,016 | - | - | - | - |
Potential investments or | ||||||||
acquisitions | 1,301,519 | 1,105,016 | 1,301,519 | 1,105,016 | - | - | - | - |
Working capital and other general | ||||||||
corporate purposes | 650,760 | 552,506 | 650,760 | 552,506 | - | - | - | - |
Total | 6,507,595 | 5,525,077 | 5,837,279 | 4,955,965 | 87,019 | 73,881 | 670,316 | 569,112 |
We will gradually apply the unutilised net proceeds in the manner set out in the Prospectus. Subject to further review as and when appropriate, the unutilised net proceeds for research and technology capabilities enhancement are expected to be fully used up by the end of 2023.
INTERIM REPORT 2020 | 28 | YIXIN GROUP LIMITED |
OTHER INFORMATION
QUALIFICATION REQUIREMENTS
PRC law currently limits foreign ownership of companies that provide value-added telecommunications services (including Internet information services other than operating E-commerce business, Domestic multi-party communication services, Store-and-forward business, and Call center business) in the PRC up to 50%. Moreover, for a foreign investor to acquire any equity interest in a value-added telecommunications business in China, it must satisfy the Qualification Requirements. Foreign investors that meet these requirements must obtain approvals from the MIIT or its authorized local counterparts, which retain considerable discretion in granting approvals. Pursuant to publicly available information, the PRC government has issued value-added telecommunications business operating licenses to only a limited number of foreign-invested companies. If Beijing Yixin has a foreign investor as its shareholder, such foreign investor must fulfill the aforementioned requirements and Beijing Yixin shall apply a new ICP License from the MIIT. The MIIT will have discretion as to whether to grant the license. None of our Company or any of its offshore subsidiaries currently satisfies the qualification requirement relating to value-added telecommunications businesses.
Efforts and actions undertaken to comply with the Qualification Requirements
Despite the lack of clear guidance or interpretation on the Qualification Requirements, we have been gradually building up our track record of overseas value-added telecommunications business operations for the purposes of being qualified, as early as possible, to acquire equity interests in Beijing Yixin when the relevant PRC laws allow foreign investors to invest and to hold a majority interest in value-added telecommunications enterprises in the PRC. We are in the process of expanding our overseas value-added telecommunications business through our overseas subsidiaries. We have taken the following measures to meet the Qualification Requirements:
- Yixin HK has been incorporated in Hong Kong since November 2014 for the purposes of establishing and expanding our operations overseas;
- We have registered several trademarks outside the PRC for the promotion of our Relevant Businesses overseas;
- Yixin HK has set up an office and employed staffs in Hong Kong for the expansion of our operations overseas;
- Our Company has constructed its overseas website, www.yixincars.com, which is primarily for introducing our Group's business to users and investor relations purpose. The Company plans to utilize this website to help overseas investors to better understand our products and business, and our website will have links to re-direct the users to our domestic website. Through this overseas website, we can capture and analyze overseas user data in order to provide helpful insights for our overseas expansion plans; and
- Our Company has commenced feasibility studies on the further development of marketing to overseas markets and potential investments or acquisitions in order to optimize its strategic plan for expanding its current businesses to overseas markets.
Subject to the discretion of the competent authority on whether the Group has fulfilled the Qualification Requirement, our PRC Legal Advisor is of the view that the above steps taken by us are reasonable and appropriate for gradually building up a track record to meet the Qualification Requirements as our Company will have experience in providing value-added telecommunications services in overseas markets, which is in accordance with the FITE Regulations.
INTERIM REPORT 2020 | 29 | YIXIN GROUP LIMITED |
OTHER INFORMATION
QUALIFICATION REQUIREMENTS (CONTINUED)
Efforts and actions undertaken to comply with the Qualification Requirements (Continued)
We, the Joint Sponsors, our PRC Legal Advisor, the Joint Sponsors' Hong Kong and U.S. law legal advisor and the Joint Sponsors' PRC legal advisor conducted an interview with the Beijing Municipal Communications Administration on June 14, 2017, during which it confirmed that steps such as those taken by us above (e.g. establishing overseas offices, holding overseas domain names and conducting operation of websites and other businesses in relation to value-added telecommunication services) are generally deemed to be one of the factors to prove that the Qualification Requirements are fulfilled, subject to a substantive examination by the MIIT in accordance with the approval procedures under PRC laws and regulations.
Since foreign investment in certain areas of the industry in which we currently operate is subject to restrictions under current PRC laws and regulations outlined above, after consultation with our PRC Legal Advisor, we determined that it was not viable for our Company to hold our Consolidated Affiliated Entity directly through equity ownership. Instead, we decided that, in line with common practice in industries in the PRC subject to foreign investment restrictions and qualification requirements, the Company would gain effective control over, and receive all the economic benefits generated by the businesses currently operated by our Consolidated Affiliated Entity through the Contractual Arrangements between Tianjin Kars, the Company's wholly-owned subsidiaries in the PRC, on the one hand, and Beijing Yixin and its respective shareholders, on the other hand. The Contractual Arrangements allow the results of operations and assets and liabilities of Beijing Yixin and its subsidiaries to be consolidated into our results of operations and assets and liabilities under IFRS as if they were wholly-owned subsidiaries of our Group.
COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE
The Board is committed to maintaining and promoting stringent corporate governance. The principle of the Company's corporate governance is to promote effective internal control measures, uphold a high standard of ethics, transparency, responsibility and integrity in all aspects of business, to ensure that its affairs are conducted in accordance with applicable laws and regulations and to enhance the transparency and accountability of the Board to all Shareholders.
During the six months ended June 30, 2020, the Company has complied with all applicable code provisions set out in the CG Code, save and except for the following deviation from code provision A.2.1 of the CG Code.
Code provision A.2.1 of the CG Code stipulates that the roles of the chairman and the chief executive officer should be separate and should not be performed by the same individual. Mr. Andy Xuan Zhang is the Chairman and Chief Executive Officer of the Company. The Board believes that vesting the roles of both Chairman and enables more effective and efficient overall strategic planning for the Group. The Board considers that the balance of power and authority for the present arrangement will not be impaired and this structure will enable the Company to make and implement decisions promptly and effectively. The Board will continue to review and consider splitting the roles of Chairman and Chief Executive Officer of the Company at a time when it is appropriate by taking into account the circumstances of our Group as a whole.
The Board will continue to regularly review and monitor its corporate governance practices to ensure compliance with the CG Code, and maintain a high standard of corporate governance practices of the Company.
INTERIM REPORT 2020 | 30 | YIXIN GROUP LIMITED |
OTHER INFORMATION
COMPLIANCE WITH THE MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS
The Company has devised the Company's Securities Dealing Code. Specific enquiry has been made of all the Directors and the Directors have confirmed that they have complied with the Company's Securities Dealing Code during the six months ended June 30, 2020.
The Company's Securities Dealing Code also applies to relevant employees who are likely to be in possession of inside information of the Company. After making reasonable enquiry, no incident of non-compliance of the Company's Securities Dealing Code by relevant employees was noted by the Company.
DIRECTORS' INTERESTS IN COMPETING BUSINESS
Save and except for the interests of our Controlling Shareholders in our Company, during the six months ended June 30, 2020, neither our Controlling Shareholders nor any of our Directors had any interest in a business, apart from the business of our Group, which competes or is likely to compete, directly or indirectly, with our business, which would require disclosure under Rule 8.10 of the Listing Rules.
The Directors are fully aware of, and have been discharging, their fiduciary duty to the Company. The Company and the Directors would comply with the relevant requirements of the Articles of Association and the Listing Rules whenever a Director has any conflict of interest in the transaction(s) with the Company.
RISK MANAGEMENT AND INTERNAL CONTROLS
The Board acknowledges its responsibility for the risk management and internal control systems and reviewing their effectiveness. Such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss.
The Board has the overall responsibility for evaluating and determining the nature and extent of the risks it is willing to take in achieving the Company's strategic objectives, and establishing and maintaining appropriate and effective risk management and internal control systems. The Board oversees risk management functions directly and also through the Audit Committee and the senior management, and will assess the effectiveness of the risk management and internal control systems at least once a year.
The senior management is responsible for the overall implementation of risk management and internal control plans and policies determined by the Board and managing the risks in connection with all of the Company's business operations. The senior management identifies, assesses and takes measures against any significant risks that the Company is facing, and review the risk assessment report on a quarterly basis and reports to the Board on a semi- annual basis.
The Audit Committee assists the Board in leading the management and monitoring and overseeing the risk management and internal control systems through the internal audit department, and reporting and making recommendations to the Board where appropriate.
The internal audit department oversees the risk management and internal control systems under the supervision of the Audit Committee by performing independent audit on the effectiveness and completeness of the risk management and internal control systems. It identifies any material risks and makes recommendations on the improvement and rectification plans and measures and conducts follow-up audits with regard to the identified issues to ensure that the planned remedial measures have been duly implemented. The internal audit department operates independently from the Company's business centers and departments and directly reports the audit findings and follow-up status to the Audit Committee on a quarterly basis.
INTERIM REPORT 2020 | 31 | YIXIN GROUP LIMITED |
OTHER INFORMATION
RISK MANAGEMENT
The Company has established a risk management system which sets out the roles and responsibilities of each relevant party as well as the relevant risk management policies and processes. The Company, on a regular basis, identifies and assesses risk factors that may negatively affect the achievement of its objectives, and formulates appropriate response measures.
The Company has adopted the following dynamic risk management process in response to the ever-changing risk landscape:
- Business and functional departments identify, assess and respond to risks in the course of operation in a systematic manner, escalating concerns and communicating results to the internal audit department;
- The internal audit department collects and analyses the significant risks at the company level, and provides input on risk response strategies and control measures for such risks. These significant risks as well as the corresponding risk responses and control measures will be reviewed by senior management and subsequently by the Audit Committee before reporting to the Board;
- The internal audit department reviews and evaluates the responses to significant risks from time to time, and reports to the Audit Committee at least once a year; and
- The Audit Committee, on behalf of the Board, assesses and determines the nature and level of the risks that the Company is willing to take in order to achieve its business objectives and formulates appropriate response strategies which includes designating responsible departments for handling each significant risk. The Audit Committee provides guidance to the Company's management to implement effective risk management system with supports from the internal audit department.
INTERNAL CONTROL
The Company has always valued the importance of the internal control systems, and has complied with the requirements under Appendix 14 CG Code and Appendix 16 Disclosure of Financial Information of the Listing Rules.
Management of the Company is responsible for the design, implementation and maintenance of the effectiveness of the internal control systems. The Board, assisted by the Audit Committee, is responsible for monitoring and overseeing the performance of management over the internal control system to ensure that it is appropriate and effective.
The Company's internal control systems clearly define the roles and responsibilities of each party as well as authorizations and approvals required for key actions of the Company. Policies and procedures are put in place for the key business processes. This information is also clearly conveyed to employees in practice and plays an important role in the internal control systems. All employees must strictly follow the policies which cover, amongst other things, financial, legal and operational issues that set the control standards for the management of each business process.
In addition, the internal audit department supervises the establishment of the risk management and internal control systems set up by management, ensures that management has implemented appropriate measures and reports the general situation of risk management and internal control of the Company to the Audit Committee on a quarterly basis. The internal audit department also conducts objective evaluation on the effectiveness of the Company's risk management and internal control systems and reports the results to the Audit Committee.
INTERIM REPORT 2020 | 32 | YIXIN GROUP LIMITED |
OTHER INFORMATION
EFFECTIVENESS OF RISK MANAGEMENT AND INTERNAL CONTROL
The Audit Committee, on behalf of the Board, continuously reviews the risk management and internal control systems.
The review process comprises, among other things, of meetings with management of business and functional departments, internal audit department, legal and compliance department, and the external auditors, reviewing the relevant work reports and information of key performance indicators, internal audit department and external auditors' assessment on internal control and discussing the major risks with the senior management of the Company.
The Board is of the view that throughout the six months ended June 30, 2020, the risk management and internal control systems of the Company are effective and adequate.
In addition, the Board believes that the Company's accounting and financial reporting functions have been performed by staff with appropriate qualifications and experience and that such staff receive appropriate and sufficient training and development. Based on the work report from the Audit Committee, the Board also believes that the Company's internal audit function is adequate with sufficient resources and budget. The relevant staff have appropriate qualifications and experience, and receive sufficient training and development.
The management has confirmed to the Board and the Audit Committee on the effectiveness of the risk management and internal control systems for the six months ended June 30, 2020.
The Board, as supported by the Audit Committee as well as the management report and the internal audit findings by the internal audit department, reviewed the risk management and internal control systems, including the financial, operational and compliance controls, for the six months ended June 30, 2020, and considered that such systems are effective and adequate. The review also covered the financial reporting and internal audit function and staff qualifications, experiences and relevant resources.
Arrangements are in place to facilitate employees of the Company to raise, in confidence, concerns about possible improprieties in financial reporting, internal control or other matters of the Company.
The Company has developed its disclosure policy which provides a general guide to the Directors, officers, senior management and relevant employees of the Company in handling confidential information, monitoring information disclosure and responding to enquiries.
PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES
During the six months ended June 30, 2020, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company's listed securities.
INTERIM REPORT 2020 | 33 | YIXIN GROUP LIMITED |
OTHER INFORMATION
AUDIT COMMITTEE AND REVIEW OF FINANCIAL STATEMENTS
The Company established the Audit Committee with written terms of reference in compliance with the CG Code. The Audit Committee comprises three independent non-executive Directors, namely Mr. Chester Tun Ho Kwok, Mr. Tin Fan Yuen and Ms. Lily Li Dong. Mr. Chester Tun Ho Kwok is the chairman of the Audit Committee.
The Audit Committee has reviewed the unaudited interim condensed consolidated financial statements of the Group for the six months ended June 30, 2020. The Audit Committee has also discussed matters with respect to the accounting policies and practices adopted by the Group and internal control with senior management and PwC. Based on this review and discussions with the management, the Audit Committee was satisfied that the Group's unaudited interim condensed consolidated financial statements were prepared in accordance with applicable accounting standards and fairly present the Group's financial position and results for the six months ended June 30, 2020.
CHANGES IN INFORMATION OF DIRECTORS
Pursuant to Rule 13.51B(1) of the Listing Rules, the changes in information of Directors subsequent to the date of the 2019 annual report of the Company are set out below:
Directors' Updated Biographical Details
Name of Director | Details of Change | Effective Date/Period |
Mr. Jimmy Chi Ming Lai | Ceased to act as a director of Haomai Asset | December 2019 |
Management Co., Ltd. | ||
(好買財富管理股份有限公司) | ||
Ceased to act as non-executive director of ZhongAn | March 23, 2020 | |
Online P & C Insurance Co., Ltd.* | ||
(眾安在綫財產保險股份有限公司) | ||
Appointed as a member of the Financial Infrastructure and | May 2020 | |
Market Development Sub-Committee (FIMC) under the | ||
Exchange Fund Advisory Committee (EFAC) | ||
Mr. Huan Zhou | Appointed as vice president of | April 2020 |
MEG Development Unit of Baidu, Inc. |
Save for those disclosed above, there is no other information required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules.
IMPORTANT EVENTS AFTER THE REPORTING PERIOD
Save as disclosed in this interim report, no other important events affecting the Group occurred after June 30, 2020 and up to the date of this interim report.
* for identification purposes only
INTERIM REPORT 2020 | 34 | YIXIN GROUP LIMITED |
REPORT ON REVIEW OF INTERIM
FINANCIAL INFORMATION
To the Board of Directors of Yixin Group Limited (incorporated in the Cayman Islands with limited liability)
INTRODUCTION
We have reviewed the interim financial information set out on pages 36 to 72, which comprises the interim condensed consolidated balance sheet of Yixin Group Limited (the "Company") and its subsidiaries (together, the "Group") as at June 30, 2020 and the interim condensed consolidated income statement, the interim condensed consolidated statement of comprehensive income, the interim condensed consolidated statement of changes in equity and the interim condensed consolidated statement of cash flows for the six-month period then ended, and a summary of significant accounting policies and other explanatory notes. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on interim financial information to be in compliance with the relevant provisions thereof and International Accounting Standard 34 "Interim Financial Reporting". The directors of the Company are responsible for the preparation and presentation of this interim financial information in accordance with International Accounting Standard 34 "Interim Financial Reporting". 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 International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, 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 International 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.
CONCLUSION
Based on our review, nothing has come to our attention that causes us to believe that the interim financial information of the Group is not prepared, in all material respects, in accordance with International Accounting Standard 34 "Interim Financial Reporting".
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong, August 24, 2020
INTERIM REPORT 2020 | 35 | YIXIN GROUP LIMITED |
INTERIM CONDENSED CONSOLIDATED
INCOME STATEMENT
Six months ended June 30, | |||
2020 | 2019 | ||
Note | RMB' 000 | RMB' 000 | |
Unaudited | Unaudited | ||
Revenues | 6 | ||
Transaction platform business | 495,823 | 881,438 | |
Self-operated financing business | 1,128,011 | 2,280,301 | |
1,623,834 | 3,161,739 | ||
Cost of revenues | 8 | (888,734) | (1,629,783) |
Gross profit | 735,100 | 1,531,956 | |
Selling and marketing expenses | 8 | (401,885) | (578,829) |
Administrative expenses | 8 | (223,700) | (206,550) |
Research and development expenses | 8 | (82,023) | (103,578) |
Credit impairment losses | 8 | (1,488,568) | (529,997) |
Other gains, net | 7 | 88,772 | 50,636 |
Operating (loss)/profit | (1,372,304) | 163,638 | |
Finance (cost)/income, net | 9 | (2,898) | 25,355 |
Share of loss of an investment accounted for using the equity method | (833) | (712) | |
(Loss)/profit before income tax | (1,376,035) | 188,281 | |
Income tax expense | 10 | 323,123 | (65,140) |
(Loss)/profit for the period | (1,052,912) | 123,141 | |
(Loss)/profit attributable to: | |||
- Owners of the Company | (1,052,912) | 123,141 | |
- Non-controlling interests | - | - | |
(1,052,912) | 123,141 | ||
Earnings per share from operations attributable to owners | |||
of the Company for the period (expressed in RMB per share) | 11 | ||
- Basic | (0.17) | 0.02 | |
- Diluted | (0.17) | 0.02 | |
The notes on pages 44 to 72 are an integral part of this interim condensed consolidated financial information.
INTERIM REPORT 2020 | 36 | YIXIN GROUP LIMITED |
INTERIM CONDENSED CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
Six months ended June 30, | ||
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unaudited | Unaudited | |
(Loss)/profit for the period | (1,052,912) | 123,141 |
Other comprehensive income, net of tax: | ||
Items that may be reclassified to profit or loss | ||
Currency translation differences | 31,998 | 4,766 |
Total comprehensive (loss)/income for the period | (1,020,914) | 127,907 |
Attributable to: | ||
- Owners of the Company | (1,020,914) | 127,907 |
- Non-controlling interests | - | - |
(1,020,914) | 127,907 | |
The notes on pages 44 to 72 are an integral part of this interim condensed consolidated financial information.
INTERIM REPORT 2020 | 37 | YIXIN GROUP LIMITED |
INTERIM CONDENSED CONSOLIDATED
BALANCE SHEET
As at | As at | ||
June 30, 2020 December 31, 2019 | |||
Note | RMB' 000 | RMB' 000 | |
Unaudited | Audited | ||
ASSETS | |||
Non-current assets | |||
Property and equipment | 12 | 505,163 | 108,380 |
Right-of-use assets | 13 | 31,337 | 34,958 |
Intangible assets | 12 | 1,866,960 | 1,990,078 |
Investment in an associate | 14,713 | 15,546 | |
Financial assets at fair value through profit or loss | 14 | 2,582,494 | 2,550,085 |
Deferred income tax assets | 24 | 743,302 | 423,679 |
Prepayments, deposits and other assets | 17 | 1,223,261 | 1,707,953 |
Finance receivables | 15 | 5,796,143 | 10,192,954 |
Restricted cash | 18(b) | 181,858 | 114,318 |
12,945,231 | 17,137,951 | ||
Current assets | |||
Finance receivables | 15 | 11,948,366 | 16,711,195 |
Trade receivables | 16 | 1,107,513 | 1,056,213 |
Prepayments, deposits and other assets | 17 | 1,519,882 | 1,261,769 |
Cash and cash equivalents | 18(a) | 2,168,000 | 1,586,817 |
Restricted cash | 18(b) | 2,160,147 | 1,793,009 |
18,903,908 | 22,409,003 | ||
Total assets | 31,849,139 | 39,546,954 | |
EQUITY AND LIABILITIES | |||
Equity attributable to owners of the Company | |||
Share capital | 19 | 4,176 | 4,148 |
Share premium | 19 | 34,854,037 | 34,739,193 |
Other reserves | 1,112,765 | 1,138,370 | |
Accumulated losses | (21,221,569) | (20,168,657) | |
Total equity | 14,749,409 | 15,713,054 | |
INTERIM REPORT 2020 | 38 | YIXIN GROUP LIMITED |
INTERIM CONDENSED CONSOLIDATED BALANCE SHEET
As at | As at | ||
June 30, 2020 December 31, 2019 | |||
Note | RMB' 000 | RMB' 000 | |
Unaudited | Audited | ||
Liabilities | |||
Non-current liabilities | |||
Borrowings | 23 | 1,555,302 | 3,431,524 |
Lease liabilities | 13 | 16,336 | 17,101 |
Deferred income tax liabilities | 24 | 2,655 | 2,737 |
Other non-current liabilities | 25 | 1,403,731 | 1,492,533 |
2,978,024 | 4,943,895 | ||
Current liabilities | |||
Trade payables | 21 | 346,518 | 472,328 |
Other payables and accruals | 22 | 1,177,242 | 1,758,995 |
Current income tax liabilities | 183,601 | 237,758 | |
Borrowings | 23 | 12,401,904 | 16,408,645 |
Lease liabilities | 13 | 12,441 | 12,279 |
14,121,706 | 18,890,005 | ||
Total liabilities | 17,099,730 | 23,833,900 | |
Total equity and liabilities | 31,849,139 | 39,546,954 | |
The notes on pages 44 to 72 are an integral part of this interim condensed consolidated financial information.
INTERIM REPORT 2020 | 39 | YIXIN GROUP LIMITED |
INTERIM CONDENSED CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
Share | Share | Other | Accumulated | Total | ||
capital | premium | reserves | losses | equity | ||
Unaudited | Note | RMB' 000 | RMB' 000 | RMB' 000 | RMB' 000 | RMB' 000 |
Balance at January 1, 2020 | 4,148 | 34,739,193 | 1,138,370 | (20,168,657) | 15,713,054 | |
Comprehensive income | ||||||
Loss for the period | - | - | - | (1,052,912) | (1,052,912) | |
Currency translation differences | - | - | 31,998 | - | 31,998 | |
Total comprehensive income | ||||||
for the period | - | - | 31,998 | (1,052,912) | (1,020,914) | |
Transactions with owners in their | ||||||
capacity as owners | ||||||
Share-based compensation | 20 | - | - | 63,409 | - | 63,409 |
Release of ordinary shares from | ||||||
Share Scheme Trusts | 19, 20 | 14 | 71,613 | (71,429) | - | 198 |
Shares issued upon exercise of | ||||||
employee share options | 19, 20 | 1 | 4,576 | (4,564) | - | 13 |
Vesting of restricted awarded shares | 19, 20 | 13 | 38,655 | (38,668) | - | - |
Purchase of restricted shares under | ||||||
share award scheme | - | - | (6,351) | - | (6,351) | |
Total transactions with owners | ||||||
in their capacity as owners | 28 | 114,844 | (57,603) | - | 57,269 | |
Balance at June 30, 2020 | 4,176 | 34,854,037 | 1,112,765 | (21,221,569) | 14,749,409 | |
INTERIM REPORT 2020 | 40 | YIXIN GROUP LIMITED |
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share | Share | Other | Accumulated | Total | ||
capital | premium | reserves | losses | equity | ||
Unaudited | Note | RMB' 000 | RMB' 000 | RMB' 000 | RMB' 000 | RMB' 000 |
Balance at January 1, 2019 | 4,114 | 34,592,150 | 1,010,748 | (20,189,194) | 15,417,818 | |
Comprehensive income | ||||||
Profit for the period | - | - | - | 123,141 | 123,141 | |
Currency translation differences | - | - | 4,766 | - | 4,766 | |
Total comprehensive income | ||||||
for the period | - | - | 4,766 | 123,141 | 127,907 | |
Transactions with owners in their | ||||||
capacity as owners | ||||||
Share-based compensation | 20 | - | - | 141,180 | - | 141,180 |
Release of ordinary shares from | ||||||
Share Scheme Trusts | 19, 20 | 12 | 62,540 | (62,387) | - | 165 |
Shares issued upon exercise of employee | ||||||
share options | 19, 20 | - | 1,803 | (1,798) | - | 5 |
Vesting of restricted awarded shares | 13 | 41,823 | (41,836) | - | - | |
Purchase of restricted shares under | ||||||
share award scheme | - | - | (2,581) | - | (2,581) | |
Total transactions with owners | ||||||
in their capacity as owners | 25 | 106,166 | 32,578 | - | 138,769 | |
Balance at June 30, 2019 | 4,139 | 34,698,316 | 1,048,092 | (20,066,053) | 15,684,494 | |
The notes on pages 44 to 72 are an integral part of this interim condensed consolidated financial information.
INTERIM REPORT 2020 | 41 | YIXIN GROUP LIMITED |
INTERIM CONDENSED CONSOLIDATED STATEMENT
OF CASH FLOWS
Six months ended June 30, | |||
2020 | 2019 | ||
Note | RMB' 000 | RMB' 000 | |
Unaudited | Unaudited | ||
Cash flows from operating activities | |||
Cash generated from operations | 7,466,518 | 3,942,618 | |
Income tax paid | (51,187) | (83,742) | |
Net cash generated from operating activities | 7,415,331 | 3,858,876 | |
Cash flows from investing activities | |||
Interest received | 16,105 | 37,542 | |
Proceeds from disposal of property and equipment and | |||
intangible assets | 8,709 | 2,498 | |
Purchase of property and equipment and other non-current assets | (13,253) | (13,815) | |
Prepayment for property | - | (222,536) | |
Purchase of intangible assets | - | (2,649) | |
Loans to a related party | - | (22,000) | |
Loans to third parties | (30,000) | (263,000) | |
Repayments from loans to third parties | - | 103,000 | |
Prepayment for an investment | (75,000) | - | |
Investments in financial assets at fair value through profit or loss | 14 | - | (120,927) |
Payments to acquire a subsidiary | - | (500) | |
Placements of restricted cash | (997,974) | (2,765,876) | |
Maturity of restricted cash | 1,062,322 | 3,617,220 | |
Net cash (used in)/generated from investing activities | (29,091) | 348,957 | |
INTERIM REPORT 2020 | 42 | YIXIN GROUP LIMITED |
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six months ended June 30, | |||
2020 | 2019 | ||
Note | RMB' 000 | RMB' 000 | |
Unaudited | Unaudited | ||
Cash flows from financing activities | |||
Proceeds from borrowings | 4,189,252 | 13,196,135 | |
Repayment of borrowings | (10,116,903) | (16,403,144) | |
Deposits for borrowings | 105,809 | (57,489) | |
Proceeds of loans from Bitauto Group | 27(c) | 300,000 | - |
Repayment of loans from Bitauto Group | 27(c) | (600,000) | (366,010) |
Principal elements of lease payments | (3,161) | (17,621) | |
Proceeds from exercise of share options | 13 | 5 | |
Purchase of restricted shares under share award scheme | (6,351) | (2,581) | |
Interest paid | (684,182) | (970,714) | |
Net cash used in financing activities | (6,815,523) | (4,621,419) | |
Net increase/(decrease) in cash and cash equivalents | 570,717 | (413,586) | |
Cash and cash equivalents at beginning of the period | 18(a) | 1,586,817 | 2,116,197 |
Exchange gains on cash and cash equivalents | 10,466 | 8,923 | |
Cash and cash equivalents at end of the period | 18(a) | 2,168,000 | 1,711,534 |
The notes on pages 44 to 72 are an integral part of this interim condensed consolidated financial information.
INTERIM REPORT 2020 | 43 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED
FINANCIAL INFORMATION
1 GENERAL INFORMATION
Yixin Group Limited (the "Company") was incorporated in the Cayman Islands on November 19, 2014 as an exempted company with limited liability under the Companies Law, Cap.22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands and carries on business in Hong Kong as Yixin Automotive Technology Group Limited. The address of the Company's registered office is P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
The Company is an investment holding company. The Company together with its subsidiaries and consolidated affiliated entities (together, the "Group") are principally engaged in (i) the provision of loan facilitation services, and advertising and other services ("Transaction Platform Business"); and (ii) the provision of financing lease services and other self-operated services ("Self-operated Financing Business") in the People's Republic of China (the "PRC").
Bitauto Holdings Limited ("Bitauto") is the ultimate controlling shareholder of the Company as at the date of this report. Bitauto and its subsidiary, Bitauto Hong Kong Limited ("Bitauto HK") (collectively the "Controlling Shareholders") are the controlling shareholders of the Group. Bitauto and its subsidiaries are collectively referred to as "Bitauto Group".
The Company's shares have been listed on the Main Board of the Stock Exchange of Hong Kong Limited since November 16, 2017 by way of its initial public offering ("IPO").
The Group's major subsidiaries are based in the PRC and the majority of their transactions are denominated in Renminbi ("RMB"). The conversion of RMB into foreign currencies is subject to the rules and regulations of foreign exchange controls promulgated by the PRC government. As at June 30, 2020, other than restrictions from exchange control regulations, there is no significant restriction on the Group's ability to access or use the assets and settle the liabilities of the Group.
The interim condensed consolidated financial information is presented in RMB, unless otherwise stated. All companies comprising the Group have adopted December 31 as their financial year-end date.
United States Dollars are defined as "US$" and Hong Kong Dollars are defined as "HK$".
2 BASIS OF PREPARATION
This interim condensed consolidated financial information for the six months ended June 30, 2020 has been prepared in accordance with International Accounting Standard ("IAS") 34, "Interim financial reporting". The interim condensed consolidated financial information should be read in conjunction with the annual financial statements of the Group for the year ended December 31, 2019 which have been prepared in accordance with International Financial Reporting Standards ("IFRS") by the Group.
The ultimate impact of the Coronavirus ("COVID-19") pandemic on the Group is uncertain at the date on which the interim condensed consolidated financial information was authorised for issue. Management has assessed the future business operation and cash flow of the Group. On the basis of these assessments, the Group have determined that the use of the going concern basis of accounting to prepare the interim condensed consolidated financial information is appropriate.
INTERIM REPORT 2020 | 44 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
3 ACCOUNTING POLICIES
The accounting policies applied are consistent with those of the annual financial statements for the year ended December 31, 2019, as described in those annual financial statements, except for the adoption of new and amended standards as set out below.
New and amended standards adopted by the Group
The following amended standards are mandatory for the first time for the Group's financial year beginning on January 1, 2020 and are applicable for the Group:
- Definition of Material - Amendments to IAS 1 and IAS 8;
- Definition of Business - Amendments to IFRS 3;
- Revised Conceptual Framework for Financial Reporting;
- Interest Rate Benchmark Reform - Amendments to IFRS 9, IAS 39 and IFRS 7.
Amendments to IFRS effective for the financial year beginning on January 1, 2020 do not have a material impact on the Group's interim financial information.
4 ESTIMATES
The preparation of interim condensed consolidated financial information 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. The Group has made estimates based on assumptions about current and, for some estimates, future economic and market conditions and in particular has assumed that the current market conditions as a result of the COVID-19 pandemic is not a long-term norm. Although such estimates and assumptions contemplate current and expected future conditions that the Group considers are relevant and reasonable, it is reasonably possible that actual conditions could differ significantly from current expectations. As there remain challenges and uncertainties arising from COVID-19 pandemic, our accounting estimates and assumptions may change over time in response to how market conditions develop.
Other than the aforementioned consideration, 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 in the preparation of the annual financial statements of the Group for the year ended December 31, 2019.
INTERIM REPORT 2020 | 45 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
5 FINANCIAL RISK MANAGEMENT
5.1 Financial risk factors
The Group's activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk.
The interim condensed consolidated financial information does not include all financial risk management information and disclosures required for the annual financial statements, and should be read in conjunction with the annual financial statements for the year ended December 31, 2019.
There have been no significant changes in the Group's risk management department or in any risk management policies since December 31, 2019.
-
Impairment of financial assets - Finance receivables
IFRS 9 outlines a 'three-stage' model for impairment based on changes in credit quality since initial recognition as summarised below: - A financial instrument that is not credit-impaired on initial recognition is classified in
'stage I'. - If a significant increase in credit risk since initial recognition is identified, the financial instrument is moved to 'Stage II'. The Group considers a financial instrument to have experienced a significant increase in credit risk if the borrower is more than 30 days past due on its contractual payments.
-
If the financial instrument is credit-impaired, the financial instrument is then moved to
'Stage III'. The Group defines a financial instrument as in default, which is fully aligned with the definition of credit-impaired, if the borrower is more than 90 days past due on its contractual payments. - Financial instruments in Stage I have their expected credit losses ("ECL") measured at an amount equal to the portion of lifetime ECL that result from default events possible within the next 12 months. Instruments in Stage II or III have their ECL measured based on ECL on a lifetime basis.
- A financial instrument that is not credit-impaired on initial recognition is classified in
INTERIM REPORT 2020 | 46 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
5 FINANCIAL RISK MANAGEMENT (CONTINUED)
5.1 Financial risk factors (Continued)
-
Impairment of financial assets - Finance receivables (Continued)
Provision for expected credit losses as at June 30, 2020 and December 31, 2019 was determined as follows for finance receivables:
June 30, 2020 | Stage I | Stage II | Stage III | Total |
RMB' 000 | RMB' 000 | RMB' 000 | RMB' 000 | |
Expected loss rate | 1.41% | 29.17% | 42.47% | 4.24% |
Gross carrying amount (Note 15) | 16,890,600 | 1,116,260 | 523,809 | 18,530,669 |
Provision for expected credit losses | 238,064 | 325,632 | 222,464 | 786,160 |
December 31, 2019 | Stage I | Stage II | Stage III | Total |
RMB' 000 | RMB' 000 | RMB' 000 | RMB' 000 | |
Expected loss rate | 0.68% | 23.35% | 40.31% | 2.46% |
Gross carrying amount (Note 15) | 25,912,302 | 1,000,376 | 671,198 | 27,583,876 |
Provision for expected credit losses | 175,605 | 233,587 | 270,535 | 679,727 |
Finance receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan after the completion of legal proceedings and execution, and a failure to make contractual payments for a certain period of time past due.
-
Off balance-sheet items
Under our arrangements with certain financial institutions in loan facilitation services, the Group is obligated to purchase the relevant loans upon certain specified events of default by car buyers. As at June 30, 2020, the total outstanding balance of loans funded by financial institutions under such arrangements was RMB11,030 million (December 31, 2019: 6,374 million). - Other financial risk
Towards the end of 2019, the Group found itself facing a stricter regulatory environment following the release of some regulations which could adversely affected its loan facilitation services if proper actions are not adopted. In response the Group has commenced a number of actions to address this matter. Management has assessed that in all likelihood the financial impact of these actions will not be significant for the Group, and does not believe that it is probable there will be a material outflow of financial resources during the process of complying with the new regulations. Management will continue to assess the financial impact of these regulations on its business.
INTERIM REPORT 2020 | 47 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
5 FINANCIAL RISK MANAGEMENT (continued)
5.2 Fair value estimation
The table below analyses the Group's financial instruments carried at fair value as at June 30, 2020 and as at December 31, 2019, by level of the inputs to valuation techniques used to measure fair value. Such inputs are categorized into three levels within a fair value hierarchy 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 assets and liabilities that are measured at fair value as at June 30, 2020:
Level 1 | Level 2 | Level 3 | Total | |
RMB' 000 | RMB' 000 | RMB' 000 | RMB' 000 | |
Assets: | ||||
Financial assets at fair value through profit or loss | ||||
(Note 14) | - | - | 2,582,494 | 2,582,494 |
The following table presents the Group's assets and liabilities that are measured at fair value as at December 31, 2019:
Level 1 | Level 2 | Level 3 | Total | |
RMB' 000 | RMB' 000 | RMB' 000 | RMB' 000 | |
Assets: | ||||
Financial assets at fair value through profit or loss | - | - | 2,550,085 | 2,550,085 |
- Financial instruments in level 1
The fair value of financial instruments traded in active markets is based on quoted market prices at each of the reporting dates. 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.
INTERIM REPORT 2020 | 48 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
5 FINANCIAL RISK MANAGEMENT (continued)
5.2 Fair value estimation (continued)
-
Financial instruments in level 2
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximize 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.
If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
Specific valuation techniques used to value financial instruments include: - Quoted market prices or dealer quotes for similar instruments.
- Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments.
-
Financial instruments in level 3
Level 3 instruments of the Group's assets and liabilities include financial assets at fair value through profit or loss.
The following table presents the changes in level 3 instruments of financial assets at fair value through profit or loss for the six months ended June 30, 2020 and 2019.
Financial assets at fair value | ||
through profit or loss | ||
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
At January 1 | 2,550,085 | 2,098,200 |
Additions | - | 120,927 |
Currency translation differences | 32,409 | 3,502 |
At June 30 | 2,582,494 | 2,222,629 |
Total unrealized gains and change in fair value for | ||
the period | - | - |
INTERIM REPORT 2020 | 49 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
-
FINANCIAL RISK MANAGEMENT (continued)
5.2 Fair value estimation (continued) - Financial instruments in level 3 (continued)
The Group has a team that manages the valuation exercise of level 3 instruments for financial reporting purposes. The team manages the valuation exercise of the investments on a case by case basis. At least once every year, the team would use valuation techniques to determine the fair value of the Group's level 3 instruments. External valuation experts will be involved when necessary.
The valuation of the level 3 instruments mainly included investments in private companies. As these instruments are not traded in an active market, their fair values have been determined using various applicable valuation techniques, including discounted cash flows, comparable companies etc. Major assumptions used in the valuation include historical financial results, assumptions about future growth rates, estimate of weighted average cost of capital (WACC), recent market transactions, estimated discount for marketing and other exposure etc.
- Financial instruments in level 3 (continued)
- SEGMENT INFORMATION
The Group's business activities, for which discrete financial information are available, are regularly reviewed and evaluated by the CODM. The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive directors of the Company that make strategic decisions. As a result of this evaluation, the Group determined that it has operating segments as follows:
- Transaction Platform Business
- Self-operatedFinancing Business
The CODM assesses the performance of the operating segments mainly based on segment revenues, segment gross profit and segment operating profit. The revenues from external customers reported to CODM are measured as segment revenues, which is the revenues derived from the customers in each segment. The segment gross profit is calculated as segment revenues minus segment cost of revenues. Cost of revenues for the Transaction Platform Business segment primarily comprised loan facilitation commission fees and other direct service costs. Cost of revenues for the Self-operated Financing Business segment primarily comprised funding costs and other direct costs. The segment operating profit is calculated as segment gross profit minus selling and marketing expenses, administrative expenses, research and development expenses, credit impairment losses and other gains, net associated with the respective segment.
Finance (cost)/ income, net is not included in the measurement of the segments' performance which is used by CODM as a basis for the purpose of resource allocation and assessment of segment performance.
Other information, together with the segment information, provided to the CODM, is measured in a manner consistent with that applied in these financial statements. There was no separate segment assets and segment liabilities information provided to the CODM, as CODM does not use this information to allocate resources or to evaluate the performance of the operating segments.
INTERIM REPORT 2020 | 50 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
6 | SEGMENT INFORMATION (continued) | |||
The segment results for the six months ended June 30, 2020 are as follows: | ||||
Unaudited | ||||
Six months ended June 30, 2020 | ||||
Transaction | Self-operated | |||
Platform | Financing | |||
Business | Business | Total | ||
RMB' 000 | RMB' 000 | RMB' 000 | ||
Revenues | 495,823 | 1,128,011 | 1,623,834 | |
- Recognized at a point in time | 462,085 | 12,867 | 474,952 | |
- Recognized over time | 33,738 | 1,115,144 | 1,148,882 | |
Gross profit | 288,396 | 446,704 | 735,100 | |
Operating loss | (18,530) | (1,353,774) | (1,372,304) | |
The segment results for the six months ended June 30, 2019 are as follows:
Unaudited | |||
Six months ended June 30, 2019 | |||
Transaction | Self-operated | ||
Platform | Financing | ||
Business | Business | Total | |
RMB' 000 | RMB' 000 | RMB' 000 | |
Revenues | 881,438 | 2,280,301 | 3,161,739 |
- Recognized at a point in time | 839,088 | 184,991 | 1,024,079 |
- Recognized over time | 42,350 | 2,095,310 | 2,137,660 |
Gross profit | 537,071 | 994,885 | 1,531,956 |
Operating profit | 144,820 | 18,818 | 163,638 |
None of the customers of the Group have accounted for more than 10% of the Group's total revenues for the six months ended June 30, 2020 and 2019.
The Company is domiciled in the Cayman Islands while the Group mainly operates its businesses in the PRC and earns substantially all of the revenues from external customers attributed to the PRC.
As at June 30, 2020 and December 31, 2019, substantially all of the non-current assets of the Group were located in the PRC.
INTERIM REPORT 2020 | 51 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
6 | SEGMENT INFORMATION (continued) | |||
The Group derives revenue from the following services and transfer of goods: | ||||
Six months ended June 30, | ||||
2020 | 2019 | |||
RMB' 000 | RMB' 000 | |||
Unaudited | Unaudited | |||
Financing lease services | 1,111,166 | 2,080,712 | ||
Loan facilitation services | 462,085 | 839,049 | ||
Sales of automobiles | 11,109 | 170,508 | ||
Advertising and other services | 33,738 | 42,389 | ||
Operating lease services | 3,979 | 14,598 | ||
Others | 1,757 | 14,483 | ||
1,623,834 | 3,161,739 | |||
7 | OTHER GAINS, NET | ||
Six months ended June 30, | |||
2020 | 2019 | ||
RMB' 000 | RMB' 000 | ||
Unaudited | Unaudited | ||
Other income from business cooperation arrangements with | |||
Yusheng Holdings Limited | 69,484 | 53,270 | |
Government grants | 15,132 | 11,975 | |
Foreign exchange gains/(losses), net | 3,827 | (914) | |
Gains/(losses) on disposal of property and equipment and | |||
intangible assets | 453 | (1,519) | |
Bank fees and charges | (4,695) | (12,916) | |
Others, net | 4,571 | 740 | |
88,772 | 50,636 | ||
INTERIM REPORT 2020 | 52 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
8 | EXPENSES BY NATURE | ||
Six months ended June 30, | |||
2020 | 2019 | ||
RMB' 000 | RMB' 000 | ||
Unaudited | Unaudited | ||
Provision for expected credit losses of finance receivables (Note 15) | 1,380,614 | 255,799 | |
Funding costs | 637,438 | 1,011,682 | |
Employee benefit expenses | 355,507 | 539,397 | |
Loan facilitation commission fees | 193,322 | 314,317 | |
Depreciation and amortization charges | 149,722 | 123,459 | |
Provision for expected credit losses of risk assurance liabilities (Note 22) | 59,380 | - | |
Provision for impairment of other non-current assets (Note 17) | 51,462 | - | |
Leasing related expenses | 43,339 | 116,654 | |
Marketing and advertising expenditures | 42,979 | 53,610 | |
Office and administrative expenses | 35,192 | 30,559 | |
Provision for impairment of trade receivables (Note 16) | 27,861 | 273,687 | |
Provision for impairment of other receivables | 20,713 | 511 | |
Cost of automobiles sold | 9,789 | 203,167 | |
Other expenses | 77,592 | 125,895 | |
Total | 3,084,910 | 3,048,737 | |
9 | FINANCE (COST)/INCOME, NET | ||
Six months ended June 30, | |||
2020 | 2019 | ||
RMB' 000 | RMB' 000 | ||
Unaudited | Unaudited | ||
Finance income: | |||
- Interest income | 15,004 | 50,509 | |
Finance cost: | |||
- Interest expenses | (17,902) | (25,154) | |
Net finance (cost)/income | (2,898) | 25,355 | |
INTERIM REPORT 2020 | 53 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
10 INCOME TAX EXPENSE
The income tax expense of the Group for the six months ended June 30, 2020 and 2019 is analysed as follows:
Six months ended June 30, | ||
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unaudited | Unaudited | |
Current income tax | (3,418) | 166,726 |
Deferred income tax (Note 24) | (319,705) | (101,586) |
Income tax expense | (323,123) | 65,140 |
- Cayman Islands Income Tax
The Company is incorporated under the law of the Cayman Islands as an exempted company with limited liability under the Companies Law of the Cayman Islands and is not subject to Cayman Islands income tax. As such, the operating results reported by the Company are not subject to any income tax. - Hong Kong Income Tax
Hong Kong income tax rate is 16.5%. No Hong Kong profits tax was provided for as there was no estimated assessable profit that was subject to Hong Kong profits tax for the period ended June 30, 2020 and June 30, 2019. - PRC Enterprise Income Tax ("EIT")
The income tax provision of the Group in respect of its operations in PRC was calculated at the tax rate of 25% on the assessable profits for the period ended June 30, 2020 and June 30, 2019, based on the existing legislation, interpretations and practices in respect thereof.
Shanghai Lanshu Information Technology Co., Ltd. ("Shanghai Lanshu") was accredited as a "software enterprise" under the relevant PRC laws and regulations in 2017. Therefore, Shanghai Lanshu is exempted from EIT for two years starting from the year ended December 31, 2017, followed by a 50% reduction in the applicable tax rates for the next three years.
In accordance with relevant PRC laws and regulations, Xinjiang Yin'an Information Technology Co., Ltd. ("Xinjiang Yin'an") and Xinjiang Wanxing Information Technology Co., Ltd. ("Xinjiang Wanxing") are exempted from EIT for five years, commencing from the first year of profitable operation after offsetting tax losses generating from prior years. - PRC Withholding Tax ("WHT")
According to the PRC Enterprise Income Tax Law ("EIT Law"), distribution of profits earned by PRC companies since January 1, 2008 to foreign investors is subject to withholding tax of 5% or 10%, depending on the country of incorporation of the foreign investor, upon the distribution of profits to overseas-incorporated immediate holding companies.
For the period ended June 30, 2020 and June 30, 2019, the Group did not have any plan to require its PRC subsidiaries to distribute their retained earnings and intended to retain them to operate and expand the business in the PRC. Accordingly, no deferred income tax liability on WHT was accrued as at the end of each reporting period.
INTERIM REPORT 2020 | 54 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
11 EARNINGS PER SHARE
Earnings per share is calculated by dividing the (loss)/profit attributable to owners of the Company by the weighted average number of ordinary shares in issue during the period.
Six months ended June 30, | ||
2020 | 2019 | |
Unaudited | Unaudited | |
Weighted average number of issued ordinary shares | 6,282,872,600 | 6,235,178,268 |
Less: shares held for restricted share scheme | (1,553,630) | (3,446,901) |
Weighted average number of issued ordinary shares for calculating | ||
basic earnings per share | 6,281,318,970 | 6,231,731,367 |
Basic (loss)/profit attributable to owners of the Company (RMB' 000) | (1,052,912) | 123,141 |
Diluted impact on (loss)/profit (RMB' 000) | - | - |
Diluted (loss)/profit attributable to owners of the Company (RMB' 000) | (1,052,912) | 123,141 |
Numbers of restricted shares with potential dilutive effect (Note(b)(c)) | - | 235,464,699 |
Weighted average number of issued ordinary shares for calculating | ||
diluted earnings per share (Note(c)) | 6,281,318,970 | 6,470,642,967 |
Earnings per share | ||
- Basic (RMB per share) | (0.17) | 0.02 |
- Diluted (RMB per share) | (0.17) | 0.02 |
Notes:
- Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. For the periods ended June 30, 2020 and 2019, the Company's dilutive potential ordinary shares comprise shares options and restricted shares awarded under the Pre-IPO Share Option Scheme and the First and Second Share Award Scheme (Note 20).
- As the Group incurred loss for the period ended June 30, 2020, the potential ordinary shares were not included in the calculation of dilutive earnings per share, as their inclusion would be anti-dilutive. Accordingly, dilutive earnings per share for the period ended June 30, 2020 were the same as basic earnings per share.
- For the period ended June 30, 2019, a calculation is done to determine the number of shares that could have been converted at fair value (determined as the average market share price of the Company's shares during the period) based on the monetary value of the subscription rights attached to outstanding unexercised awarded options and unvested awarded shares. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the conversion of the share options and restricted shares, with the difference being adjusted in arriving at the weighted average number of shares for diluted earnings per share.
INTERIM REPORT 2020 | 55 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
12 PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS
Property and | Intangible | |
Equipment | Assets | |
RMB' 000 | RMB' 000 | |
Unaudited | ||
Six months ended June 30, 2020 | ||
Opening net book amount | 108,380 | 1,990,078 |
Additions | 428,406 | - |
Disposals | (10,258) | (266) |
Depreciation/amortization charge | (21,365) | (122,852) |
Closing net book amount | 505,163 | 1,866,960 |
Unaudited | ||
Six months ended June 30, 2019 | ||
Opening net book amount | 353,230 | 2,159,481 |
Additions | 12,934 | 2,999 |
Disposals | (210,018) | - |
Depreciation/amortization charge | (30,381) | (82,565) |
Closing net book amount | 125,765 | 2,079,915 |
13 LEASES
-
Amounts recognized in the interim condensed consolidated balance sheet
The interim condensed consolidated balance sheet shows the following amounts relating to leases:
As at | As at | |
June 30, | December 31, | |
2020 | 2019 | |
Unaudited | Audited | |
Right-of-use assets | ||
Properties | 31,337 | 34,958 |
Lease liabilities | ||
Current | 12,441 | 12,279 |
Non-current | 16,336 | 17,101 |
28,777 | 29,380 | |
Additions to the right-of-use assets during the period ended June 30, 2020 were RMB1,884,000.
INTERIM REPORT 2020 | 56 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
13 LEASES (continued)
- Amounts recognized in the interim condensed consolidated income statement
Six months ended June 30, | ||
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unaudited | Unaudited | |
Depreciation charge of right-of-use assets | ||
Properties | 5,505 | 10,513 |
Interest expense (included in finance cost) | 624 | 1,478 |
Expense relating to short-term leases (included in administrative | ||
expenses, selling and marketing expenses, and research and | ||
development expenses) | 4,900 | 2,555 |
14 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Six months ended June 30,
2020 2019
RMB' 000 RMB' 000
Unaudited Unaudited
At beginning of the period | 2,550,085 | 2,098,200 |
Additions | - | 120,927 |
Currency translation differences | 32,409 | 3,502 |
At end of the period | 2,582,494 | 2,222,629 |
INTERIM REPORT 2020 | 57 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
15 FINANCE RECEIVABLES
The Group provides automobile financing lease services on its self-operated financing business. Details of finance receivables as at June 30, 2020 and December 31, 2019 are as below:
As at | As at | |
June 30, | December 31, | |
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unaudited | Audited | |
Finance receivables | ||
- Finance receivables, gross | 20,158,989 | 32,182,783 |
- Unearned finance income | (1,628,320) | (4,598,907) |
Finance receivables, net | 18,530,669 | 27,583,876 |
Less: provision for expected credit losses | (786,160) | (679,727) |
Carrying amount of finance receivables | 17,744,509 | 26,904,149 |
Finance receivables, gross | ||
- Within one year | 13,849,322 | 19,493,382 |
- After one year but not more than five years | 6,309,667 | 12,689,401 |
20,158,989 | 32,182,783 | |
Finance receivables, net | ||
- Within one year | 12,501,716 | 17,130,749 |
- After one year but not more than five years | 6,028,953 | 10,453,127 |
Total | 18,530,669 | 27,583,876 |
The following table sets forth the carrying amount of finance receivables by major categories:
As at | As at | |
June 30, | December 31, | |
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unaudited | Audited | |
Finance receivables: | ||
- Individual customers | 17,429,467 | 26,766,625 |
- Auto dealers | 315,042 | 137,524 |
17,744,509 | 26,904,149 | |
INTERIM REPORT 2020 | 58 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
15 FINANCE RECEIVABLES (continued)
The following table sets forth an aging analysis of the gross carrying amount of finance receivables:
As at | As at | |
June 30, | December 31, | |
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unaudited | Audited | |
Not past due | 16,095,843 | 25,095,848 |
Past due | ||
- Up to 3 months | 1,911,017 | 1,816,830 |
- 3 to 6 months | 303,789 | 527,688 |
- Over 6 months | 220,020 | 143,510 |
Finance receivables, net | 18,530,669 | 27,583,876 |
Less: provision for expected credit losses | (786,160) | (679,727) |
Carrying amount of finance receivables | 17,744,509 | 26,904,149 |
As at June 30, 2020 and December 31, 2019, carrying amounts of the finance receivables are primarily denominated in RMB and approximate their fair values at each of the reporting dates.
The following table sets forth movements on the Group's provision for expected credit losses of finance receivables:
Provision for expected | ||
credit losses | ||
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unaudited | Unaudited | |
At January 1 | 679,727 | 514,897 |
Recovery of finance receivables written off in previous year | 8,471 | - |
Charge for the period | ||
- Impairment allowance on finance receivables charged (a) | 1,389,085 | 255,799 |
- Reversal of impairment for the period | (8,471) | - |
Write off | (1,282,652) | (190,391) |
At June 30 | 786,160 | 580,305 |
Note:
- The estimated impact of the COVID-19 outbreak was incorporated in the determination of provision for expected credit losses, including the deterioration in economic forecasts, such as national per capita disposable income and total retail sales of consumer goods, and changes in stages of finance receivables (Note 5.1(a)) during the six months ended June 30, 2020. There remains significant uncertainty over the ECL charge for the year given the ongoing impact of the COVID-19 outbreak, including further waves.
INTERIM REPORT 2020 | 59 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
16 TRADE RECEIVABLES
As at | As at | |
June 30, | December 31, | |
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unaudited | Audited | |
Trade receivables | 1,232,772 | 1,153,611 |
Less: provision for impairment | (125,259) | (97,398) |
Trade receivables, net | 1,107,513 | 1,056,213 |
- An aging analysis of trade receivables (net of provision for impairment) based on invoice date is as follows:
As at | As at | |
June 30, | December 31, | |
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unaudited | Audited | |
Up to 3 months | 1,099,708 | 1,001,303 |
3 to 6 months | 1,395 | 382 |
Over 6 months | 6,410 | 54,528 |
1,107,513 | 1,056,213 | |
As at June 30, 2020 and December 31, 2019, the carrying amounts of trade receivables are primarily denominated in RMB and approximate their fair values at each of the reporting dates.
- Movements on the Group's provision for impairment of trade receivables are as follows:
Provision for impairment
2020 2019
RMB' 000 RMB' 000
Unaudited Unaudited
At January 1 | 97,398 | 241,989 |
Charge for the period | 27,861 | 273,687 |
At June 30 | 125,259 | 515,676 |
INTERIM REPORT 2020 | 60 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
17 | PREPAYMENTS, DEPOSITS AND OTHER ASSETS | ||
As at | As at | ||
June 30, | December 31, | ||
2020 | 2019 | ||
RMB' 000 | RMB' 000 | ||
Unaudited | Audited | ||
Included in non-current assets: | |||
Prepayment for a capital investment | 475,000 | 400,000 | |
Vehicles collected from financing lease customers | 373,649 | 323,351 | |
Long-term receivables from loan facilitation services | 334,092 | 373,711 | |
Deposits | 152,774 | 235,401 | |
Vehicles purchased for future leases | 20,143 | 31,532 | |
Prepayment for vehicles | 14,878 | 10,957 | |
Property not available for use | - | 422,207 | |
Others | 8,948 | 15,555 | |
1,379,484 | 1,812,714 | ||
Less: provision for impairment of vehicles collected from financing | |||
lease customers | (156,223) | (104,761) | |
1,223,261 | 1,707,953 | ||
Included in current assets: | |||
Deposits | 340,281 | 369,865 | |
Loans recognized as a result of payment under risk assurance | 258,899 | 69,186 | |
Other receivables from disposal of assets | 242,345 | 157,459 | |
Other receivables from related parties (Note 27(b)(iii)) | 207,958 | 1,588 | |
Other receivables from third parties | 149,429 | 287,373 | |
Prepaid taxes | 131,505 | 181,194 | |
Loans to third parties | 114,290 | 83,980 | |
Prepayments | 50,597 | 22,841 | |
Loans to related parties | 41,000 | 41,000 | |
Others | 115,880 | 98,522 | |
1,652,184 | 1,313,008 | ||
Less: provision for impairment of other receivables | (132,302) | (51,239) | |
1,519,882 | 1,261,769 | ||
Total | 2,743,143 | 2,969,722 | |
As at June 30, 2020 and December 31, 2019, the carrying amounts of prepayments, deposits and other assets are primarily denominated in RMB and approximate their fair values at each of the reporting dates.
INTERIM REPORT 2020 | 61 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
18 CASH AND BANK BALANCES
- Cash and cash equivalents
As at | As at | |
June 30, | December 31, | |
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unaudited | Audited | |
Cash and cash equivalents | 2,168,000 | 1,586,817 |
As at June 30, 2020 and December 31, 2019, the carrying amounts of the Group's cash and cash equivalents are denominated in the following currencies:
As at | As at | |
June 30, | December 31, | |
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unaudited | Audited | |
RMB | 2,120,613 | 1,529,980 |
US$ | 30,209 | 44,985 |
HK$ | 17,178 | 11,852 |
2,168,000 | 1,586,817 | |
- Restricted cash
Cash that is restricted as to withdrawal for use or pledged as security is reported separately on the face of the interim condensed consolidated balance sheet, and is not included in the total cash and cash equivalents in the interim condensed consolidated statement of cash flows.
INTERIM REPORT 2020 | 62 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
18 CASH AND BANK BALANCES (continued)
- Restricted cash (continued)
As at | As at | |
June 30, | December 31, | |
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unaudited | Audited | |
Term deposits pledged for bank borrowings (a) | 1,172,855 | 1,101,478 |
Cash pledged for loan facilitation services (b) | 813,409 | 494,460 |
Cash deposited for borrowings (c) | 17,483 | 142,986 |
Others | 338,258 | 168,403 |
2,342,005 | 1,907,327 | |
Of which are: | ||
Current restricted cash | 2,160,147 | 1,793,009 |
Non-current restricted cash | 181,858 | 114,318 |
Notes:
- The balance represents the term deposits placed with banks and used as pledged assets for the Group's bank borrowings.
- The balance represents the deposits placed with banks and used as pledged assets for the Group's loan facilitation services.
- The balance represents the cash deposited for bank borrowings and cash collected from the finance receivables that are deposited for asset-backed securitization or other secured borrowings by the Group. Such balance is restricted from withdrawal by the Group.
As at June 30, 2020 and December 31, 2019, the carrying amounts of the Group's restricted cash are denominated in the following currencies:
As at | As at | |
June 30, | December 31, | |
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unaudited | Audited | |
RMB | 1,291,079 | 875,987 |
US$ | 155,758 | 153,476 |
HK$ | 895,168 | 877,864 |
2,342,005 | 1,907,327 | |
As at June 30, 2020, the applicable interest rates per annum on restricted cash ranged from 0.30% to 2.75% (December 31, 2019: 0.30% to 2.75%).
INTERIM REPORT 2020 | 63 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
19 SHARE CAPITAL AND SHARE PREMIUM
Nominal | Nominal | ||||||
value of | Number of | value of | |||||
Number of | ordinary | preferred | preferred | ||||
ordinary shares | shares | shares | shares | ||||
US$' 000 | US$' 000 | ||||||
Authorized: | |||||||
As at January 1 and June 30, 2020 | 15,000,000,000 | 1,500 | - | - | |||
As at January 1 and June 30, 2019 | 15,000,000,000 | 1,500 | - | - | |||
Equivalent | |||||||
Number of | Nominal value Nominal value | ||||||
ordinary | of ordinary | of ordinary | Share | ||||
Note | shares | shares | shares | premium | |||
US$' 000 | RMB' 000 | RMB' 000 | |||||
Issued: | |||||||
At January 1, 2020 | 6,373,685,048 | 625 | 4,148 | 34,739,193 | |||
Release of ordinary shares | |||||||
from Share Scheme Trusts | (a) | - | 2 | 14 | 71,613 | ||
Shares issued upon exercise | |||||||
of employee share options | (b) | 1,276,500 | - | 1 | 4,576 | ||
Vesting of restricted awarded | |||||||
shares | (c) | - | 2 | 13 | 38,655 | ||
As at June 30, 2020 | 6,374,961,548 | 629 | 4,176 | 34,854,037 | |||
At January 1, 2019 | 6,370,479,652 | 621 | 4,114 | 34,592,150 | |||
Release of ordinary shares | |||||||
from Share Scheme Trusts | (a) | - | 2 | 12 | 62,540 | ||
Shares issued upon exercise | |||||||
of employee share options | (b) | 503,000 | - | - | 1,803 | ||
Vesting of restricted awarded | |||||||
shares | (c) | - | 2 | 13 | 41,823 | ||
As at June 30, 2019 | 6,370,982,652 | 625 | 4,139 | 34,698,316 | |||
INTERIM REPORT 2020 | 64 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
19 SHARE CAPITAL AND SHARE PREMIUM (continued)
Notes:
- On October 12, 2017, the Company modified the share option agreement with 20 grantees, including 1 director, 6 other senior management members, and 13 other employees, by immediately vesting a total of 15,957,262 share options held by the grantees. On the same date, the grantees exercised the share options in full for 15,957,262 ordinary shares issued by the Company and transferred 7,167,993, 3,439,269 and 5,350,000 ordinary shares to Xindu Limited, Spring Forests Limited and Yidu Limited, respectively, which are trusts established to hold the shares for and on behalf of the grantees (collectively, "Share Scheme Trusts"). The grantees' entitlement of the trusts are subject to vesting conditions that are substantially the same as those in the share option agreement before above mentioned modification. The ordinary shares held by Share Scheme Trusts are not considered issued and outstanding until the grantee's entitlement of the trusts is vested. As at June 30, 2020, total number of ordinary shares held by Share Scheme Trusts amounted to 111,700,834. During the six months ended June 30, 2020, 19,979,217 ordinary shares held by Share Scheme Trusts were issued and outstanding.
- During the six months ended June 30, 2020, 1,276,500 pre-IPO share options with an exercise price of US$0.0014 were exercised.
- During the six months ended June 30, 2020, 21,634,862 ordinary shares of the Company were transferred to the share awardees upon vesting of the awarded shares.
20 SHARE-BASED PAYMENTS
The total expenses recognized in the interim condensed consolidated income statement for share-based awards granted to the Group's employees are RMB63,409,000 for the six months ended June 30, 2020 (six months ended June 30, 2019: RMB141,180,000).
-
Shares options granted to employees under the Pre-IPO Share Option Scheme
The exercise price of the granted options to employees is US$0.0014. The options have graded vesting terms determined in the grant letter, on the condition that employees remain in service without any performance requirements. The vesting dates are determined by the Company and grantees for each option agreement. The granted options have a contractual option term of ten years. The Group has no legal or constructive obligation to repurchase or settle the options in cash.
Movements in the number of share options granted to employees outstanding are as follows:
Number of share options | ||
2020 | 2019 | |
Outstanding as at January 1 | 303,617,740 | 333,228,714 |
Exercised during the period | (21,255,717) | (18,093,181) |
Forfeited during the period | (7) | (1,428,000) |
Outstanding as at June 30 | 282,362,016 | 313,707,533 |
Exercisable as at June 30 | 226,392,705 | 210,039,397 |
INTERIM REPORT 2020 | 65 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
20 SHARE-BASED PAYMENTS (continued)
-
Restricted shares units ("RSUs") granted to employees under the First and Second Share Award Scheme
Starting from 2018, the Group granted RSUs to the Group's employees under the First and Second Share Award Scheme. The RSUs granted would vest on specific dates, or in equal tranches from the grant date over two to four years, on condition that employees remain in service without any performance requirements. Once the vesting conditions underlying the respective RSUs are met, the RSUs are considered duly and validly issued to the holder, and free of restrictions on transfer.
Movements in the number of RSUs granted to the Group's employees and the respective weighted-average grant date fair value are as follows:
Weighted | ||
average | ||
Number of | fair value | |
RSUs | per RSU | |
(US$) | ||
Outstanding as at January 1, 2020 | 75,610,787 | 0.29 |
Vested and sold during the period | (21,634,862) | 0.30 |
Forfeited during the period | (5,405,538) | 0.33 |
Outstanding as at June 30, 2020 | 48,570,387 | 0.29 |
Vested as at June 30, 2020 | 48,581,134 | 0.31 |
Outstanding as at January 1, 2019 | 99,737,126 | 0.30 |
Vested and sold during the period | (21,983,804) | 0.31 |
Forfeited during the period | (3,313,317) | 0.34 |
Outstanding as at June 30, 2019 | 74,440,005 | 0.30 |
Vested as at June 30, 2019 | 24,605,056 | 0.31 |
The fair value of RSUs is determined based on the closing price of the Group's publicly traded ordinary shares on the date of grant.
-
Expected Retention Rate
The Group has to estimate the expected yearly percentage of grantees that will stay within the Group at the end of the vesting periods of the share options and RSUs (the "Expected Retention Rate") in order to determine the amount of share-based compensation expenses charged to the consolidated income statement. As at June 30, 2020, the Expected Retention Rate for the Group's directors, senior management members, and other employees was assessed to be 100%, 100% and 91%, respectively (December 31, 2019: 100%, 100% and 91%).
INTERIM REPORT 2020 | 66 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
21 TRADE PAYABLES
As at | As at | ||
June 30, | December 31, | ||
2020 | 2019 | ||
RMB' 000 | RMB' 000 | ||
Unaudited | Audited | ||
Trade payables | 346,518 | 472,328 | |
An aging analysis of trade payables based on invoice date is as follows: | |||
As at | As at | ||
June 30, | December 31, | ||
2020 | 2019 | ||
RMB' 000 | RMB' 000 | ||
Unaudited | Audited | ||
Up to 3 months | 189,340 | 227,743 | |
3 to 6 moths | 2,678 | 24,909 | |
6 months to 1 year | 5,316 | 68,431 | |
Over 1 year | 149,184 | 151,245 | |
346,518 | 472,328 | ||
22 | OTHER PAYABLES AND ACCRUALS | ||
As at | As at | ||
June 30, | December 31, | ||
2020 | 2019 | ||
RMB' 000 | RMB' 000 | ||
Unaudited | Audited | ||
Deposits payable | 201,308 | 219,654 | |
Advance from customers | 145,800 | 152,912 | |
Other payables to related parties | 113,803 | 245,659 | |
Risk assurance liabilities (a) | 109,944 | 65,593 | |
Deferred revenue - current | 92,713 | 109,564 | |
Interests payable | 89,809 | 145,986 | |
Accrued expenses | 68,269 | 80,289 | |
Staff costs and welfare accruals | 52,146 | 81,110 | |
Tax payable | 50,048 | 49,069 | |
Loans payable to Bitauto Group (Note 27(c)) | - | 301,295 | |
Others | 253,402 | 307,864 | |
1,177,242 | 1,758,995 | ||
INTERIM REPORT 2020 | 67 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
22 OTHER PAYABLES AND ACCRUALS (continued)
Note:
- The following table sets forth the movement on the Group's risk assurance liabilities:
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unaudited | Unaudited | |
At January 1 | 65,593 | - |
Addition | 62,959 | 20,288 |
Settlement | (60,350) | - |
Revenue generated from risk assurance contracts | (17,638) | (841) |
Impairment losses | 59,380 | - |
At June 30 | 109,944 | 19,447 |
As at June 30, 2020 and December 31, 2019, the carrying amounts of the Group's other payables and accruals, excluding advance from customers, staff costs and welfare accruals and other accruals, approximate their fair values at each of the reporting date.
23 | BORROWINGS | ||
As at | As at | ||
June 30, | December 31, | ||
2020 | 2019 | ||
RMB' 000 | RMB' 000 | ||
Unaudited | Audited | ||
Included in non-current liabilities: | |||
Pledge borrowings | 253,129 | 304,134 | |
Asset-backed securitization debt | 466,487 | 1,167,910 | |
Other secured borrowings | 763,036 | 1,868,180 | |
Unsecured borrowings | 72,650 | 91,300 | |
1,555,302 | 3,431,524 | ||
Included in current liabilities: | |||
Pledge borrowings | 1,093,245 | 1,022,882 | |
Asset-backed securitization debt | 3,884,712 | 6,201,021 | |
Other secured borrowings | 6,029,808 | 7,659,628 | |
Unsecured borrowings | 1,394,139 | 1,525,114 | |
12,401,904 | 16,408,645 | ||
Total borrowings | 13,957,206 | 19,840,169 | |
INTERIM REPORT 2020 | 68 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
23 BORROWINGS (continued)
The borrowings are repayable as follows: | ||
As at | As at | |
June 30, | December 31, | |
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unaudited | Audited | |
Within 1 year | 12,401,904 | 16,408,645 |
Between 1 and 2 years | 1,350,573 | 3,044,209 |
Between 2 and 5 years | 112,329 | 283,315 |
Over 5 years | 92,400 | 104,000 |
13,957,206 | 19,840,169 | |
As at June 30, 2020, the applicable interest rates per annum on long-term borrowings range from 4.75% to 9.50% (2019: 4.75% to 9.50%).
As at June 30, 2020, the applicable interest rates per annum on short-term borrowings range from 4.10% to 9.50% (2019: 4.35% to 9.50%).
As at June 30, 2020 and December 31, 2019, the carrying amounts of borrowings are primarily denominated in RMB and approximate their fair values at each of the reporting dates.
24 DEFERRED INCOME TAXES
The movements in deferred income tax assets and liabilities during the period, without taking into consideration the offsetting of balances within the same tax jurisdiction, are as follows:
Intangible assets | |||
Fair value gain | acquired in business | ||
Deferred income tax liabilities | on financial assets | combination | Total |
RMB' 000 | RMB' 000 | RMB' 000 | |
At January 1, 2020 | (2,353) | (384) | (2,737) |
Credited to interim condensed | |||
consolidated income statement | - | 82 | 82 |
At June 30, 2020 | (2,353) | (302) | (2,655) |
At January 1, 2019 | (2,353) | (549) | (2,902) |
Credited to interim condensed | |||
consolidated income statement | - | 82 | 82 |
At June 30, 2019 | (2,353) | (467) | (2,820) |
INTERIM REPORT 2020 | 69 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
24 DEFERRED INCOME TAXES (continued)
Provision | |||||
for expected | Provision for | ||||
credit losses | impairment | ||||
of finance | of trade | Tax | |||
Deferred income tax assets | receivables | receivables | losses | Others | Total |
RMB' 000 | RMB' 000 | RMB' 000 | RMB' 000 | RMB' 000 | |
At January 1, 2020 | 358,852 | 28,050 | 9,235 | 27,542 | 423,679 |
Credited to interim condensed | |||||
consolidated income | |||||
statement | 248,259 | 30,093 | 9,001 | 32,270 | 319,623 |
At June 30, 2020 | 607,111 | 58,143 | 18,236 | 59,812 | 743,302 |
At January 1, 2019 | 179,383 | 32,165 | 4,507 | 488 | 216,543 |
Credited to interim condensed | |||||
consolidated income | |||||
statement | 46,397 | 50,063 | 4,265 | 779 | 101,504 |
At June 30, 2019 | 225,780 | 82,228 | 8,772 | 1,267 | 318,047 |
25 OTHER NON-CURRENT LIABILITIES
As at | As at | |
June 30, | December 31, | |
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unaudited | Audited | |
Deferred revenue | 1,290,195 | 1,344,094 |
Liabilities related to financing leases | 109,401 | 143,659 |
Long-term deposits payable | 4,135 | 4,780 |
1,403,731 | 1,492,533 | |
26 COMMITMENTS
Capital expenditure contracted for at the end of the period but not yet incurred is as follows:
As at | As at | |
June 30, | December 31, | |
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unaudited | Audited | |
Capital investment in a related party | - | 75,000 |
INTERIM REPORT 2020 | 70 | YIXIN GROUP LIMITED |
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
27 RELATED PARTY TRANSACTIONS
The following significant transactions were carried out between the Group and its related parties. In the opinion of the directors of the Company, the related party transactions were carried out in the normal course of business and at terms negotiated between the Group and the respective related parties.
-
Significant transactions with related parties
In addition to those disclosed elsewhere in the financial statements, the following transactions were carried out with related parties (all amounts are presented net of value-added taxes):
Six months ended June 30, | ||
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unaudited | Unaudited | |
(i) Provision of transaction services to related parties | ||
Controlling shareholder and its subsidiaries | 9 | 4,754 |
(ii) Purchases of other services from related parties | ||
Controlling shareholder and its subsidiaries | 4,187 | - |
(iii)Purchases of used car valuation services from related | ||
parties | ||
Controlling shareholder and its subsidiaries | 2,760 | 11,182 |
(iv) Purchases of vehicles from a related party | ||
An entity significantly influenced by the controlling shareholder | - | 68,386 |
- Period end balances with related parties
As at | As at | |||||||
June 30, | December 31, | |||||||
2020 | 2019 | |||||||
RMB' 000 | RMB' 000 | |||||||
Unaudited | Audited | |||||||
(i) Trade receivables due from related parties | ||||||||
Controlling shareholder and its subsidiaries | 138,017 | 138,017 | ||||||
(ii) Finance receivables due from a related party | ||||||||
An entity significantly influenced by the controlling shareholder | 27,694 | 27,694 | ||||||
(iii)Other receivables due from related parties | ||||||||
Controlling shareholder and its subsidiaries | 207,958 | 1,588 | ||||||
(iv) Trade and other payables due to related parties | ||||||||
Controlling shareholder and its subsidiaries | 116,148 | 248,106 | ||||||
(v) Prepayments made to related parties | ||||||||
Entities significantly influenced by the controlling shareholder | 12,092 | 12,092 | ||||||
(vi) Prepayment for investment in a related party | ||||||||
Controlling shareholder and its subsidiaries | 475,000 | 400,000 | ||||||
INTERIM REPORT 2020 | 71 | YIXIN GROUP LIMITED | ||||||
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
27 RELATED PARTY TRANSACTIONS (CONTINUED)
- Loans from controlling shareholder and its subsidiaries
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unaudited | Unaudited | |
Opening balance at January 1 | 301,295 | 1,129,590 |
Loans advanced | 300,000 | - |
Loans repayment made | (600,000) | (366,010) |
Interest charged | 11,096 | 13,122 |
Interest paid | (12,391) | (1,176) |
Currency translation differences | - | (7,996) |
Ending balance at June 30 | - | 767,530 |
Including: principles of loans | - | 756,218 |
Accrued interests | - | 11,312 |
Bitauto Group provided financial assistance to the Group in the form of loans through certain subsidiaries of Bitauto. All loans are unsecured and payable on demand, with the applicable interest rate per annum 7.50% and ranging from 3.00% to 5.22% for period ended June 30, 2020 and 2019, respectively.
- Loan to a related party
As at | As at | |
June 30, | December 31, | |
2020 | 2019 | |
RMB' 000 | RMB' 000 | |
Unaudited | Audited | |
Associate | 22,000 | 22,000 |
Note:
Except for the related parties transactions disclosed under Note 27(b) (ii), Note 27(c) and Note 27(d), balances with other related parties were all unsecured, interest-free, and repayable on demand.
28 SUBSEQUENT EVENT
Except as disclosed elsewhere in this report, there are no material subsequent events undertaken by the Company or by the Group after June 30, 2020.
INTERIM REPORT 2020 | 72 | YIXIN GROUP LIMITED |
DEFINITIONS
"affiliate(s)" | any company that directly or indirectly controls, is controlled by or is under |
common control of the company in question, provided that control shall mean | |
the possession, directly or indirectly, of the power to direct or cause the direction | |
of the management of a company, whether through the ownership of voting | |
securities, by contract, credit arrangement or proxy, as trustee, executor, agent | |
or otherwise, and accordingly, for the purpose of the definition of affiliate(s), a | |
company shall be deemed to control another company if such first company, | |
directly or indirectly, owns or holds more than 50% of the voting equity securities | |
in such other company, and terms deriving from control, such as "controlling" and | |
"controlled", shall have a meaning corollary to that of control | |
"Articles of Association" | the articles of association of the Company, as amended from time to time |
"associate(s)" | has the meaning ascribed to it under the Listing Rules |
"Audit Committee" | the audit committee of the Company |
"Beijing Yixin" | Beijing Yixin Information Technology Co., Ltd.* (北京易鑫信息科技有限公司), a |
company established under the laws of the PRC on January 9, 2015 and the | |
Consolidated Affiliated Entity | |
"Bitauto" | Bitauto Holdings Limited, a company incorporated under the laws of the Cayman |
Islands on October 21, 2005 and currently listed on the NYSE (NYSE: BITA), and | |
one of the Controlling Shareholders | |
"Bitauto Group" | Bitauto and/or subsidiaries and its consolidated affiliated entities from time to |
time, excluding the Group unless the context so requires | |
"Bitauto HK" | Bitauto Hong Kong Limited (易車香港有限公司), a company incorporated under |
the laws of Hong Kong on April 27, 2010 and one of the Controlling Shareholders | |
"Board" | the board of Directors |
"CG Code" | the Corporate Governance Code set out in Appendix 14 of the Listing Rules |
"China" or "PRC" | the People's Republic of China and, except where the context requires and only |
for the purpose of this interim report, excluding Hong Kong, Macau Special | |
Administrative Region of the PRC and Taiwan | |
"Company" or "Yixin" | Yixin Group Limited (易鑫集团有限公司), an exempted company with limited |
liability incorporated under the laws of the Cayman Islands on November 19, 2014 | |
and carries on business in Hong Kong as Yixin Automotive Technology Group | |
Limited, the Shares of which are listed on the Main Board of the Stock Exchange | |
(stock code: 2858) | |
"Company's Securities | the Company's own code of conduct for securities transactions regarding the |
Dealing Code" | Directors' dealings in the securities of the Company on terms no less exacting |
than the Model Code | |
"Consolidated Affiliated | the entity we control through the Contractual Arrangements, namely Beijing Yixin |
Entity" |
INTERIM REPORT 2020 | 73 | YIXIN GROUP LIMITED |
DEFINITIONS
"Contractual Arrangements" | the series of contractual arrangements entered into by, among others, Tianjin |
Kars, our Consolidated Affiliated Entity and its shareholders, details of which | |
are described in the sections headed "Qualification Requirements" under "Other | |
Information" | |
"Controlling Shareholder(s)" | has the meaning ascribed to it under the Listing Rules and, in the context of this |
interim report, refers to Bitauto and Bitauto HK and each of them shall be referred | |
to as a controlling Shareholder | |
"Director(s)" | the director(s) of the Company |
"First Share Award Scheme" | the share award scheme conditionally approved and adopted by our Company |
on May 26, 2017, the principal terms of which are set out in the section headed | |
"Statutory and General Information - Pre-IPO Share Option Scheme and Share | |
Award Schemes - First Share Award Scheme" of the Prospectus | |
"FITE Regulations" | the Provisions on Administration of Foreign Invested Telecommunications |
Enterprises 《( 外商投資電信企業管理規定》) promulgated by the State Council | |
on December 11, 2001 and amended on September 10, 2008 and February 6, | |
2016, which stipulates that the ultimate foreign equity ownership in a value-added | |
telecommunications services provider shall not exceed 50%, except for online | |
data processing and transaction processing businesses (operating e-commerce | |
business) which may be 100% owned by foreign investors | |
"Group", "we", "us", or "our" | the Company, its subsidiaries and the Consolidated Affiliated Entity (the financial |
results of which have been consolidated and accounted for as a subsidiary of our | |
Company by virtue of the Contractual Arrangements) from time to time | |
"Hammer Capital" | Hammer Capital Opportunities Fund L.P., an exempted limited partnership |
organized under the laws of the Cayman Islands, the general partner of which is | |
Hammer Capital Opportunities General Partner, which is ultimately beneficially | |
owned by Mr. Rodney Ling Kay Tsang | |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"Hong Kong dollars" | Hong Kong dollars, the lawful currency of Hong Kong |
or "HK$" | |
"ICP License" | Value-added Telecommunications Service Operating Permit for Internet information |
services | |
"IFRSs" | International Financial Reporting Standards, as issued from time to time by the |
International Accounting Standards Board | |
"IPO" | initial public offering of the Shares on the Main Board |
"JD.com" | JD.com, Inc., a company incorporated in the Cayman Islands and currently listed |
on Nasdaq Global Select Market (Nasdaq: JD) and the Main Board of the Stock | |
Exchange (stock code: 9618), and a substantial Shareholder | |
"Joint Sponsors" | Citigroup Global Markets Asia Limited and Credit Suisse (Hong Kong) Limited |
"Listing" | the listing of the Shares on the Main Board |
INTERIM REPORT 2020 | 74 | YIXIN GROUP LIMITED |
DEFINITIONS
"Listing Date"November 16, 2017, being the date the Shares on which were listed on the Stock Exchange
"Listing Rules"the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time)
"Main Board"the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operates in parallel with the GEM of the Stock Exchange
"Merger"a statutory merger of the Merger Sub with and into Bitauto in accordance with Part XVI of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), with Bitauto being the surviving company and becoming a wholly-owned subsidiary of Yiche Holding
"Merger Sub" | Yiche Mergersub Limited, an exempted company with limited liability incorporated | |||||
under the laws of the Cayman Islands, a wholly-owned subsidiary of Yiche Holding | ||||||
"MIIT" | the Ministry of Industry and Information Technology of the PRC | |||||
"Model Code" | the Model Code for Securities Transactions by Directors of Listed Issuers set out | |||||
in Appendix 10 of the Listing Rules | ||||||
"Morespark" | Morespark Limited, a private company limited by shares incorporated under the | |||||
laws of Hong Kong and wholly-owned by Tencent, and a substantial shareholder | ||||||
of the Company | ||||||
"NYSE" | the New York Stock Exchange | |||||
"PRC Legal Advisor" | Han Kun Law Offices, the PRC legal adviser to the Company | |||||
"Pre-IPO Share Option | the pre-IPO share option scheme adopted by our Company on May 26, 2017, the | |||||
Scheme" | principal terms of which are set out in the section headed "Statutory and General | |||||
Information - Pre-IPO Share Option and Share Award Schemes - Pre-IPO Share | ||||||
Option Scheme" of the Prospectus | ||||||
"Prospectus" | the prospectus of the Company dated November 6, 2017 | |||||
"PwC" | PricewaterhouseCoopers, the Group's auditor | |||||
"Qualification Requirements" | a number of stringent performance and operational experience requirements, | |||||
including demonstrating good track records and experience in operating value- | ||||||
added telecommunications business overseas | ||||||
"Reporting Period" | the six months ended June 30, 2020 | |||||
"RMB" | Renminbi, the lawful currency of the PRC | |||||
"Second Share Award | the share award scheme conditionally approved and adopted by our Company on | |||||
Scheme" | September 1, 2017, the principal terms of which are set out in the section headed | |||||
"Statutory and General Information - Pre-IPO Share Option and Share Award | ||||||
Schemes" of the Prospectus | ||||||
INTERIM REPORT 2020 | 75 | YIXIN GROUP LIMITED | ||||
DEFINITIONS
"SFO" | the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as |
amended, supplemented or otherwise modified from time to time | |
"Share(s)" | ordinary share(s) in the share capital of our company with a par value of |
US$0.0001 | |
"Shareholder(s)" | holder(s) of Share(s) from time to time |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"subsidiary(ies)" | has the meaning ascribed to it under the Listing Rules |
"substantial shareholder" | has the meaning ascribed to it under the Listing Rules |
"Tencent" | Tencent Holdings Limited, a company incorporated in the Cayman Islands and |
listed on the Main Board of the Stock Exchange (stock code: 700), one of the | |
substantial Shareholders | |
"Tianjin Kars" | Tianjin Kars Information Technology Co., Ltd.* (天津卡爾斯信息科技有限公司), |
a wholly foreign-owned enterprise established under the laws of the PRC and a | |
wholly-owned subsidiary of the Company | |
"United States", "U.S." or | the United States of America, its territories, its possessions and all areas subject |
"US" | to its jurisdiction |
"United States dollars" | United States dollars, the lawful currency of the United States |
or "US$" | |
"Yiche Holding" | Yiche Holding Limited, an exempted company with limited liability incorporated |
under the laws of the Cayman Islands, which is a wholly-owned subsidiary of | |
Morespark | |
"Yixin HK" | Yixin Holding Hong Kong Limited ( 易鑫集團香港有限公司), a company |
incorporated under the laws of Hong Kong on November 27, 2014 and a directly | |
wholly-owned subsidiary of the Company | |
"Yusheng" | Yusheng Holdings Limited, an exempted company with limited liability |
incorporated in the Cayman Islands | |
"%" | per cent |
- for identification purposes only
The English names of the PRC entities, PRC laws or regulations, and the PRC governmental authorities referred to in this interim report are translations from their Chinese names and are for identification purposes. If there is any inconsistency, the Chinese names shall prevail.
Certain amounts and percentage figures included in this interim report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures preceding them and figures rounded to the nearest thousand, million or billion may not be identical to figures that have been rounded differently to them.
INTERIM REPORT 2020 | 76 | YIXIN GROUP LIMITED |
www.yixincars.com
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original document
- Permalink
Disclaimer
Yixin Group Ltd. published this content on 15 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 September 2020 09:44:04 UTC