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Public company info - Pan Asia Data Holdings Inc. , 01561.HK

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Pan Asia Data Holdings Inc., 01561.HK - Company Profile
Chairman Li Zhong Yuan
Share Issued (share) 677,000,000
Par Currency Hong Kong Dollar
Par Value 0.01
Industry Chemical Products
Corporate Profile Business Summary: The Group is principally engaged in third-party payment services and manufacturing and trading of liquid coatings and powder coatings. Performance for the year: The Group had a consolidated revenue of approximately HK$730,699,000 (2018: HK$426,346,000) for the year ended 31 December 2019. Loss attributable to owners of the Company for the year ended 31 December 2019 amounted to approximately HK$23,309,000 (2018: profit attributable to owners of the Company of approximately HK$8,563,000). Loss per share for the year ended 31 December 2019 was approximately HK3.8 cents (2018: earnings per share of approximately HK1.4 cents). Business Review Acquisition of Third-Party Payment Services Business On 2 March 2019, a wholly-owned subsidiary of the Company as purchaser, Maohong Vendor and Mr. Chen Liang and Ms. Chen Zi Jun (collectively, the “Maohong Guarantors”) entered into a sale and purchase agreement (the “Maohong Sale and Purchase Agreement”), pursuant to which, subject to and upon the terms and conditions of the Maohong Sale and Purchase Agreement, the Group agreed to purchase 51% of the issued share capital (the “Maohong Sale Shares”) of Mao Hong free from all encumbrances with effect from the completion of the sale and purchase of the Maohong Sale Shares. Details of the Maohong Acquisition were disclosed in the Company’s announcement dated 4 March 2019 and the Company’s circular dated 18 April 2019. Mao Hong and its subsidiaries is a digital payment platform, which provides third-party payment services through the following services and products, namely, (1) Internet payment services, (2) Prepaid card issue and management services and (3) others (“Third-Party Payment Services Segment”). The Maohong Acquisition was completed on 9 August 2019. The financial results of Mao Hong and its subsidiaries have been consolidated in the consolidated financial statements of the Group since 9 August 2019. The Third-Party Payment Services Segment contributed revenue of approximately HK$295,674,000 (2018: Nil) and segment profit of approximately HK$95,544,000 (2018: Nil) to the Group. Acquisition of Information and Data Services Business On 10 September 2019, the Company as purchaser, Lian Yang Guo Rong, 聯洋國融(北京)科技有限公司 (Lian Yang Guo Rong (Beijing) Science and Technology Co., Ltd.) (“Lianyang OPCO”), Lianyang Vendors and 北京富海金瀾諮詢有限公司 (Beijing Fu Hai Jin Lan Consulting Co., Ltd.), 上海百派數字科技合夥企業(有限合夥) (Shanghai Bai Pai Digital Science and Technology LLP), 上海安臣投資管理有限公司 (Shanghai An Cheng Investment Management Co., Ltd), 上海普恩網絡科技合夥企業(有限合夥) (Shanghai Pu En Network Science and Technology LLP) and 上海予暘網絡科技有限公司 (Shanghai Yu Yang Network Science and Technology Co., Ltd) (collectively, the “Lianyang Guarantors”) entered into the Lianyang Share Purchase and Subscription Agreement, pursuant to which, subject to and upon the terms and conditions of the Lianyang Share Purchase and Subscription Agreement, (i) the Lianyang Vendors agreed as beneficial owner to sell, and the Company agreed to purchase, 3,750 shares of Lian Yang Guo Rong (the “Lianyang Sale Shares”) free from all encumbrances with effect from the completion date of the sale and purchase of the Lianyang Sale Shares (the “Lianyang Completion”), at the consideration of RMB45.0 million (equivalent to approximately HK$49.8 million), to be satisfied by the allotment and issue of consideration shares by the Company to the Lianyang Vendors at the issue price of HK$2.85 per consideration share; and (ii) Lian Yang Guo Rong agreed to allot and issue and the Company agreed to subscribe for, 5,750 shares of Lian Yang Guo Rong free from all Encumbrances with effect from the Lianyang Completion, at the subscription price of RMB69.0 million (equivalent to approximately HK$76.4 million), which will be satisfied by the Company in cash. Details of the Lianyang Acquisition were disclosed in the Company’s announcements dated 10 September 2019 and 28 October 2019. Lianyang OPCO is principally engaged in the development of big data mining, modelling and analysis in general, and the provision of digital risk management services in retail financial services in particular, since its establishment in September 2018. Lianyang OPCO was initiated by 中國信息通信研究院(China Academy of Information and Communications Technology), a research institute directly under the Ministry of Industry and Information Technology of the PRC, which is instrumental in the development of key strategies, plans, policies and standards and test and certification in the information and communications technology industry in the PRC. Its investment vehicle 泰爾信通(北京)投資管理中心 (Taier Information and Communications (Beijing) Investment Management Center) is one of the founding shareholders of Lianyang OPCO. Lianyang OPCO derives massive data sources from a number of cooperative agencies (including but not limited to 國家計算機網絡應急技術處理協調中心科技成果轉化中心 (the Scientific Results Conversion Center of National Computer Network Emergency Response Technical Team/Coordination Center) (the “Results Conversion Center”)). Currently, Lianyang OPCO has entered into a five-year scientific results conversion agreement with the Results Conversion Center in order to obtain the legitimate authorisation to use the canonical data of the Results Conversion Center. The agreement came into force in July 2019 and is renewable upon expiration. The Results Conversion Center was established by 國家計算機網絡應急技術處理協調中心(The National Computer Network Emergency Response Technical Team/Coordination Center of China), which is a national-level cybersecurity technical center and the key coordination team for China’s cybersecurity emergency response community. Armed with unique fintech monitoring and basic technologies and 20 technological patents, the Results Conversion Center operates an authoritative technological platform in China. The Joint Laboratory of Financial and Scientific Results Conversion was jointly established by Lianyang OPCO and the Results Conversion Center to combine the achievements and resources from the fintech monitoring of the Results Conversion Center with the commercial applications of Lianyang OPCO, thus jointly developing market-oriented products and services. Lianyang OPCO also owns seven computing software copyrights, including for the development of cloud based platform for big data and risk management in retail financial services. The Lianyang Acquisition was completed on 31 December 2019 and is classified as “interest in associates” and Lian Yang Guo Rong is accounted for using the equity method of accounting in the consolidated financial statements of the Group. Coatings Business The coating business of the Group remained stable during the year ended 31 December 2019, which contributed revenue of approximately HK435,025,000 (2018: HK$426,346,000) to the Group. This represented an increase of approximately 2.0% compared with that for the previous year. The segment profit was approximately HK$40,864,000 (2018: HK$36,642,000) for the year ended 31 December 2019. The increase in gross profit from coating business for the year ended 31 December 2019 was outweighed by the decrease in share of profit of CMW Holding, an associate company for the year. CMW Holding experienced a drop of non-stick business, impact from Sino-US trade friction, labour cost as well as raw materials cost uprise for the year. To mitigate the adverse effects from the Sino-US trade friction which elevated the impact to marketing condition, the Company launched price reductions for certain products, and reinforced customer service and technical support to enhance the market competitiveness. The efforts resulted in a slight increase in sales turnover. New product of thermochromic paint had satisfactory result in 2019. The Company will focus on developing new products with an aim to enhance larger market share. As the crude oil price fluctuated, prices of resin and solvent increased, and prices of other raw materials used by the Group, rose considerably. The situation was further adversely affected by the persistent rise of labour costs in the PRC and an increase in expenses was caused by the restructuring and streamlining of manpower of the Group during the year. With much efforts, the Company maintained the ratio of the raw material costs to revenue in line with those of the 2018. Pursuant to the land use rights transfer agreement entered into between Zengcheng Fuheyuan Nongzhuang Limited (增城市福和園農莊有限公司) (“Zengcheng Ltd.”) (a connected person of the Company) and Springfield Chemical (Guangzhou) Company Limited (廣州源輝化工有限公司) (“Springfield”) on 10 September 2012 (as supplemented by various supplemental agreements) (as disclosed in the section headed “Connected Transactions” in the prospectus dated 17 November 2015 and the announcements dated 5 December 2018 and 31 December 2019 issued by the Company), Zengcheng Ltd. agreed to transfer to Springfield the land use rights of a property, which comprises two land parcels, namely one land parcel of 18.209 mu (equivalent to approximately 12,139 square meters) (“Parcel 1”) and one land parcel of 19.932 mu (equivalent to approximately 13,288 square meters) (“Parcel 2”) (the “Land Acquisition”). Due to uncertainties over the development of the ongoing US-China trade war, the decision for expanding the Land Acquisition in relation to Parcel 2 is ceased. Further, additional time is required for complying with various registration and approval procedures required for the Land Acquisition in relation to Parcel 1. In view of the uncertainties created by the US-China trade war, the Group has been exploring investment opportunities to set up a new manufacturing plant outside the PRC to diversify the production base of the Group and mitigate the adverse effect of local policies and regulations. In this regard, the Group plans to set up a manufacturing plant in Vietnam to produce industrial coatings to supply the Vietnam market and international market and the Company has established an indirect wholly-owned subsidiary, Manfield Coatings Vietnam Company Limited (“Manfield Vietnam”) for such purpose. Manfield Vietnam is established on 15 November 2019 and the total amount of investment for the project is expected to be VND149,986 million (equivalent to approximately USD6.5 million at an exchange rate of USD1 to VND23,200). In addition, given that Parcel 2 is no longer available for the Land Acquisition and for the reasons mentioned above, the Group intends to scale back phase two of construction of the Springfield production facilities in Guangzhou and to reallocate part of the proceeds from the placing and public offer of the Company’s shares in December 2015 (the “Listing”) originally allocated for the Land Acquisition and funding of phase two construction to the implementation of the Vietnam project, including obtaining a long term lease for a piece of land, construction of production facilities, purchase of additional machinery and equipment, and general working capital for the operations in Vietnam. Prospects: It is expected that raw material and labour costs will remain high in 2020. Further compounding the situation is the possibility that the Sino-US trade friction may elevate, plus the extreme effect of the COVID-19 throughout the world. As many countries are having serious outbreaks of the virus, normal and business activities are suspended. The coming year will be a tough year. In response to the uncertain market situation and unstable global environment, the Company will continue to focus on strict control of operating costs and maintain normal production and operation. In the meantime, the Group will explore new business opportunities by setting up a manufacturing plant in Vietnam to produce industrial coatings to supply the Vietnam and international market to counter the challenges the Group is facing.

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