SHANGHAIQINGPU：FIRSTQUARTERLYREPORT2023.pdf

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1、FIRST QUARTERLY REPORT 2023 (a joint stock limited company incorporated in the Peoples Republic of China)(Stock Code:8115)For identifcation purpose only*CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITEDGEM has been positioned as a market designed to accommodate small and mid-sized co

2、mpanies to which a higher investment risk may be attached than other companies listed on the Stock Exchange.Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.Given that the compa

3、nies listed on GEM are generally small and mid-sized companies,there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities

4、 traded on GEM.Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this report,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or

5、in reliance upon the whole or any part of the contents of this report.This report,for which the directors(the“Directors”)of Shanghai Qingpu Fire-Fighting Equipment Co.Ltd(the“Company”,together with its subsidiaries,the“Group”)collectively and individually accept full responsibility,includes particul

6、ars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange(the“GEM Listing Rules”)for the purpose of giving information with regard to the Company.The Directors,having made all reasonable enquiries,confirm that to the best of their knowledge and belief th

7、e information contained in this report is accurate and complete in all material respects and not misleading or deceptive,and there are no other matters the omission of which would make any statement herein or this report misleading.1 H SHARE SHARE REGISTRAR AND TRANSFER OFFICEComputershare Hong Kong

8、 Investor Services Limited46th Floor,Hopewell Centre183 Queens Road EastWanchai,Hong KongREGISTERED OFFICE1988 Jihe RoadHua Xin TownQingpu District,ShanghaiPeoples Republic of ChinaPRINCIPAL PLACE OF BUSINESS IN HONG KONGUnit 2605,Island Place Tower510 Kings RoadNorth Point,Hong KongCORPORATE INFORM

9、ATIONBOARD OF DIRECTORSExecutive DirectorsMr.Zhou Jin HuiMr.Shi Hui XingMr.Zhou Guo PingIndependent Non-Executive DirectorsMr.Song Zi ZhangMr.Wang Guo ZhongMr.Yang Chun BaoAUDIT COMMITTEEMr.Yang Chun BaoMr.Song Zi ZhangMr.Wang Guo ZhongAUTHORISED REPRESENTATIVEMr.Chan Chi Wai BennyMr.Shi Hui XingCOM

10、PANY SECRETARYMr.Chan Chi Wai BennyAUDITORAscenda Cachet CPA LimitedPRINCIPAL BANKERSChina Construction Bank Huaxin Sub-branchShanghai Rural Commercial Bank Co.,Ltd Chonggu branch 2 QUARTERLY RESULTS(UNAUDITED)The Board of Directors(the“Board”)of Shanghai Qingpu Fire-Fighting Equipment Co.,Ltd.(the“

11、Company”,and together with its subsidiaries,collectively the“Group”)presents the unaudited results of the Group for the three months ended 31 March 2023(the“Period”)together with the unaudited comparative figures for the corresponding period in 2022,as follows:UnauditedThree months ended 31 March202

12、32022NotesRMB000RMB000Revenue315,67614,783Cost of sales(11,872)(10,602)Gross profit3,8044,181Other income and gains3194289Selling and distribution expenses(619)(852)Administrative expenses(2,253)(2,090)Finance cost(92)(113)Profit before tax1,0341,415Income tax credit/(expense)4105(22)Profit for the

13、period and total comprehensive income for the period1,1391,393 Attributable to:Owners of the Company565510 Non-controlling interests574883 1,1391,393 Earnings per share attributable to ordinary equity holders of the Company(RMB)5 Basic(cents)0.300.27 Diluted(cents)0.300.27 3 Notes:1.GENERALShanghai

14、Qingpu Fire-Fighting Equipment Factory was transformed into a joint stock limited liability company in the Peoples Republic of China(the“PRC”)on 1 December 2000 and was renamed as Shanghai Qingpu Fire-Fighting Equipment Co.,Ltd.(“上海青浦消防器材股份有限公司”)(the“Company”together with its subsidiaries,the“Group”

15、).The registered office of the Company is located at No.1988,Jihe Road,Hua Xin Town,Qingpu District,Shanghai,the PRC and its principal place of business in Hong Kong is situated at Unit 2605,Island Place Tower,510 Kings Road,North Point,Hong Kong.The Companys H shares are listed on the GEM of The St

16、ock Exchange of Hong Kong Limited(the“Stock Exchange”).During the period,the Group was involved in the following principal activities:manufactureandsaleofpressurevessels(includingfire-fightingequipmentproductsandpressurevessels products);salesofmarinefire-fightingequipmentandprovisionofrelatedinstal

17、lationandinspectionservices;provisionoffiretechnologyinspectionservices;manufactureandsalesofaquariumproducts;tradingofotherproducts;andleaseofofficebuildingandindustrialproperties.In the opinion of the directors(the“Directors”)of the Company,the Companys immediate holding company is 聯城消防集團股份有限公司(li

18、terally translated as“Liancheng Fire-Fighting Group Joint Stock Co.,Ltd.”,“Liancheng”),a limited liability company established in the PRC,and the ultimate holding company is 浙江恒泰房地產有限公司(literally translated as“Zhejiang Hengtai Real Estate Company Limited”,“Zhejiang Hengtai”),a limited liability comp

19、any established in the PRC.2.PRINCIPAL ACCOUNTING POLICIESThe unaudited condensed consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards(“IFRSs”)(which include all International Financial Reporting Standards,International Acco

20、unting Standards(“IASs”)and Interpretations)promulgated by the International Accounting Standards Board(“IASB”).The condensed consolidated financial statements also comply with the applicable disclosure requirements of the Hong Kong Companies Ordinance and the Rules Governing the Listing of Securiti

21、es on the GEM(the“GEM Listing Rules”)of the Stock Exchange.The financial information has been prepared under the historical convention,except for investment properties and financial assets at fair value through profit or loss,which are measured at fair value.The unaudited condensed consolidated fina

22、ncial statements for the three months ended 31 March 2023 are unaudited,but have been reviewed by the audit committee of the Company.The accounting policies adopted are consistent with those followed in the preparation of the Groups annual consolidated financial statements for the year ended 31 Dece

23、mber 2022.The IASB has issued several amendments to IFRSs that are first effective for the current accounting period of the Group.None of these developments has had a material effect on how the Groups results for the current or prior periods have been prepared or presented in this report.The Group h

24、as not applied any new standard or interpretation that is not yet effective for the current accounting period.4 3.REVENUE,OTHER INCOME AND GAINSAn analysis of the Groups revenue,other income and gains is as follows:UnauditedThree months ended31 March20232022RMB000RMB000Revenue from contracts with cu

25、stomersSales of pressure vessels6,1583,987Sales of aquarium products5,2077,111Sales of marine fire-fighting equipment1,666952Inspection services fee8601,059 13,89113,109Revenue from other sourcesGross rental income1,7851,674 15,67614,783 Other income and gainsInterest income98Realised gains on finan

26、cial assets at fair value through profit or loss87125Government grant9493Others463 194289 Total revenue,other income and gains15,87015,072 5 4.INCOME TAX CREDIT/(EXPENSE)No provision for Hong Kong profits tax has been made as the Group had no assessable profits arising in Hong Kong during the three

27、months ended 31 March 2023(three months ended 31 March 2022:Nil).According to the Announcement of the State Administration of Taxation on Issues Relating to Implementation of Inclusive Income Tax Relief Policy for Small Low-profit Enterprises,a lower corporate income tax(“CIT”)rate is applicable to

28、small scale enterprises with low profitability that meet certain conditions,pursuant to which,(i)the first RMB1,000,000 of assessable profits(the“1st Assessable Profits”)of these subsidiaries are effective taxable at 5%(i.e.20%CIT rate on 25%of the 1st Assessable Profits)(three months ended 31 March

29、 2022:2.5%(i.e.20%CIT rate on 12.5%of the 1st Assessable Profits);and(ii)the remaining assessable profits not over RMB3,000,000(the“Remaining Assessable Profits”)are taxable at 5%(i.e.20%CIT rate on 25%of the Remaining Assessable Profits)(three months ended 31 March 2022:5%(i.e.20%CIT rate on 25%of

30、the Remaining Assessable Profits).Certain of the Companys subsidiaries have been designated as a small scale enterprise.Under the Corporate Income Tax Law,the CIT for other companies in the Group is calculated at a rate of 25%(three months ended 31 March 2022:25%)on the Groups estimated assessable p

31、rofits for the three months ended 31 March 2023.UnauditedThree months ended31 March20232022RMB000RMB000Current tax PRC Charge for the period(130)(22)Deferred tax235 105(22)5.EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANYThe calculation of the basic earnings per share for t

32、he three months ended 31 March 2023 is based on the profit attributable to equity holders of the Company of approximately RMB565,000(three months ended 31 March 2022:approximately RMB510,000),and on the number of 187,430,000(31 March 2022:187,430,000)ordinary shares in issue during the period.No adj

33、ustment has been made to the basic earnings per share amounts for the three months ended 31 March 2023 and 2022 in respect of a dilution as the Group had no potentially dilutive ordinary shares in issue during those periods.6.DIVIDENDNo dividend was paid or declared by the Company during the three m

34、onths ended 31 March 2023(three months ended 31 March 2022:Nil).6 7.EQUITYAttributable to owners of the Company Paid upcapitalSharepremiumCapitalreserveStatutoryreservefundDiscretionarycommonreservefundAssetrevaluationreserveRetainedprofitsTotalNon-controllinginterestsTotalequityRMB000RMB000RMB000RM

35、B000RMB000RMB000RMB000RMB000RMB000RMB000As at 1 January 202318,74310,91044,14910,0421,50050,353135,69714,410150,107Profit for the period and total comprehensive income for the period5655655741,139Fair value of land use right granted by shareholder and non-controlling interests248248212460 As at 31 M

36、arch 202318,74310,91044,39710,0421,50050,918136,51015,196151,706 As at 1 January 202218,74310,91043,6559,4091,50045,400129,61710,404140,021Profit for the period and total comprehensive income for the period5105108831,393 As at 31 March 202218,74310,91043,6559,4091,50045,910130,12711,287141,414 8.REL

37、ATED PARTY TRANSACTIONSDuring the three months ended 31 March 2023,the Group provided inspection service to a related company,上海石化消防工程有限公司(controlled by a director of Zhejiang Hengtai)(literally translated as“Shanghai Petro-Chemical Fire-fighting Engineering Company Limited”)for inspection service i

38、ncome of approximately RMB3,000(three months ended 31 March 2022:Nil).7 BUSINESS AND FINANCIAL REVIEWTurnoverFor the three months ended 31 March 2023,the Group recorded a turnover of approximately RMB15,676,000(three months ended 31 March 2022:RMB14,783,000),representing an increase of approximately

39、 6%over the corresponding period of last year mainly due to increase in sales of marine fire-fighting equipment and sales of pressure vessels which is partially offset by decrease in sales of aquarium products.Gross profitFor the three months ended 31 March 2023,the Groups overall gross profit was a

40、pproximately RMB3,804,000(three months ended 31 March 2022:RMB4,181,000).The gross profit ratio excluding gross rental income and related cost,was 18%for the three months ended 31 March 2023(three months ended 31 March 2022:19%).The gross profit ratio was stable compared to corresponding period of l

41、ast year.Other income and gainsFor the three months ended 31 March 2023,the Groups other income and gains decreased to approximately RMB194,000 from RMB289,000,representing a decrease of 33%over the corresponding period of last year.This is mainly because of the decrease in realised gains on financi

42、al assets at fair value through profit or loss and utilities expense recharged to tenants.Selling and distribution expensesFor the three months ended 31 March 2023,the Groups selling and distribution expenses decreased to approximately RMB619,000 from RMB852,000,representing a decrease of 27%over th

43、e corresponding period of last year.This is in line with the decrease in sales of aquarium products during the three months ended 31 March 2023.Administrative expensesFor the three months ended 31 March 2023,the Groups administrative expenses increased to approximately RMB2,253,000 from RMB2,090,000

44、,representing an increase of 8%over the corresponding period of last year.This is mainly because of the increase in general administrative expenses for operation purpose.Finance costsFor the three months ended 31 March 2023,the Groups finance costs were approximately RMB92,000(three months 31 March

45、2022:RMB113,000),mainly representing interest incurred during the three months ended 31 March 2023 for bank borrowings obtained to partially financing the payment of consideration for the acquisition of production plant.8 Profit for the periodAt a result of the above,for the three months ended 31 Ma

46、rch 2023,the Group recorded a profit for the period of approximately RMB1,034,000(three months ended 31 March 2022:RMB1,393,000).Income tax credit/(expense)Pursuant to the relevant PRC tax regulations,the normal Corporate Income Tax(“CIT”)rate is 25%.According to the Announcement of the State Admini

47、stration of Taxation on Issues Relating to Implementation of Inclusive Income Tax Relief Policy for Small Low-profit Enterprises,a lower corporate income tax(“CIT”)rate is applicable to small scale enterprises with low profitability that meet certain conditions,pursuant to which,(i)the first RMB1,00

48、0,000 of assessable profits(the“1st Assessable Profits”)of these subsidiaries are effective taxable at 5%(i.e.20%CIT rate on 25%of the 1st Assessable Profits)(three months ended 31 March 2022:2.5%(i.e.20%CIT rate on 12.5%of the 1st Assessable Profits);and(ii)the remaining assessable profits not over

49、 RMB3,000,000(the“Remaining Assessable Profits”)are taxable at 5%(i.e.20%CIT rate on 25%of the Remaining Assessable Profits)(three months ended 31 March 2022:5%(i.e.20%CIT rate on 25%of the Remaining Assessable Profits).Certain of the Companys subsidiaries have been designated as a small scale enter

50、prise.Tax credit of the Group for the three months ended 31 March 2023 was mainly due to the discharge of deferred tax liabilities.Non-controlling interestsFor the three months ended 31 March 2023,profit for the period attributable to non-controlling interests was approximately RMB574,000(three mont

51、hs ended 31 March 2022:profit of RMB883,000).The decrease was mainly attributable to the decrease in profits of certain non-wholly-owned subsidiaries for the three months ended 31 March 2023 when compared with three months ended 31 March 2022.BUSINESS REVIEWThe Groups fire extinguisher products cove

52、r three categories,carbon dioxide,water-based,and dry powder.The wide product range offered by the Group can meet the diversified needs of the customers.In addition,the Groups fire extinguishers for non-marine use are granted the Certificate for Product Type Approval by the China Certification Cente

53、r for Fire Products and its fire extinguishers for marine use are granted the Certificates of Type Approval by the China Classification Society,Shanghai Branch.The Groups pressure cylinders have obtained the manufacture licence in the PRC and they meet the quality standards or requirements of the Un

54、ited States of America and the European Union.Since the outbreak of COVID-19,the PRC has been actively working to prevent and control its spread.In 2023,most restrictions were lifted,allowing people to travel freely during Chinese New Year.However,some businesses such as transportation companies sto

55、pped for holidays earlier than usual,negatively impacting sales of aquarium products for the Period.Despite this setback,the Company was able to achieve positive results during the period because business activities have resumed and picked up since the second half of 2022.9 PROSPECTThe Directors are

56、 optimistic about the PRC economys steady recovery from the global COVID-19 outbreak,as restrictions are lifted worldwide.The Company will also carefully consider developing and acquiring profitable enterprises in accordance with relevant laws and regulations to accelerate profitability growth,aimin

57、g to become a major player in manufacturing,selling fire-fighting equipment,and providing fire-fighting services in the PRC.DIRECTORS AND SUPERVISORS INTERESTS AND SHORT POSITIONS IN SHARES,UNDERLYING SHARES AND DEBENTURESAs at 31 March 2023,the interests and short positions of the Directors and sup

58、ervisors of the Company in the shares,underlying shares and debentures of the Company and its associated corporations(within the meaning of Part XV of the Securities and Futures Ordinance(the“SFO”)as recorded in the register required to be kept under Section 352 of the SFO or as otherwise notified t

59、o the Company and the Stock Exchange pursuant to the minimum standards of dealing by directors as referred to in Rule 5.46 of the Rules Governing the Listing of Securities on the GEM(the“GEM Listing Rules”),were as follows:Long positions in shares of the CompanyNameCapacityNumber ofsharesApproximate

60、percentage oftotal issuedshare capitalMr.Zhou Jin Hui(Note 1)Held by controlled corporation133,170,00071.05%Note:1.Liancheng hold 131,870,000 domestic shares of the Company.Liancheng Fire Protection Group(Hong Kong)Company Limited,a 100%subsidiary of Liancheng,holds 1,300,000 H shares of the Company

61、.Zhejiang Hengtai owns 80%of Liancheng and Mr.Zhou Jin Hui owns 58%of Zhejiang Hengtai.Accordingly,Mr.Zhou Jin Hui is deemed to be interested in 131,870,000 domestic shares and 1,300,000 H shares in the Company.Liancheng is owned as to 80%by Zhejiang Hengtai and 20%by Mr.Zhou Jin Hui.Save as disclos

62、ed above,as at 31 March 2023,none of the Directors and supervisors of the Company has any interests and short positions in the shares,underlying shares and debentures of the Company and its associated corporations(within the meaning of Part XV of the SFO)as recorded in the register required to be ke

63、pt under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the minimum standards of dealing by directors as referred to in Rule 5.46 of the GEM Listing Rules.10 SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS INTERESTS AND SHORT POSITIONS IN SHARES,UNDERLYI

64、NG SHARES AND DEBENTURESAs at 31 March 2023,the following persons(other than the Director and supervisors of the Company)have interests and short positions in the shares and underlying shares of the Company as recorded in the register required to be kept under section 336 of the SFO:NameCapacityNumb

65、er ofsharesApproximatepercentage oftotal registeredShare capitalLiancheng Fire-Fighting Group Company Limited(Note 3)Beneficial owner131,870,000(Note 1)70.36%Held by controlled corporation1,300,000(Note 2)0.69%Zhejiang Hengtai Real Estate Joint Stock Co.,Ltd.Held by controlled corporation131,870,000

66、(Note 1)70.36%Held by controlled corporation1,300,000(Note 2)0.69%Mr.Zhou Jin HuiHeld by controlled corporation131,870,000(Note 1)70.36%1,300,000(Note 2)0.69%Notes:1.All represent domestic shares of the Company.2.Liancheng hold 131,870,000 domestic shares of the Company.Liancheng Fire Protection Gro

67、up(Hong Kong)Company Limited,a wholly-owned subsidiary of Liancheng,holds 1,300,000 H shares of the Company.Zhejiang Hengtai owns 80%of Liancheng.Accordingly,Zhejiang Hengtai is deemed to be interested in 131,870,000 domestic shares and 1,300,000 H shares in the Company.Liancheng is owned as to 80%b

68、y Hengtai and 20%by Mr.Zhou Jin Hui.3.On 12 January 2017,the board of directors of the Company was notified that,an aggregate of 131,870,000 domestic shares of the Company(the“Pledged Shares”)held by Liancheng have been pledged in favour of an independent third party(the“Lender”)as a security for a

69、loan amount of RMB198,000,000 provided by the Lender to Liancheng(the“2017 Loan”).The Pledged Shares will be released if Liancheng makes a partial repayment amounting to RMB63,000,000 to the Lender.Relevant shares pledge registration procedures have been completed with China Securities Depository an

70、d Clearing Corporation Limited.As of 12 January 2017 and the date of this report,the Pledged Shares represent approximately 70.36%and 100%of the issued share capital and domestic shares of the Company,respectively.Save as disclosed above,the Company has not been notified of any other person had rele

71、vant interests representing 5 percent or more in the issued shares capital of the Company as at 31 March 2023.11 DIRECTORS AND SUPERVISORS INTERESTS IN CONTRACTSTo the best knowledge of the Board,save as disclosed in note 8 of this report,no contracts of significance in relation to the Companys busi

72、ness to which the Company was a party and in which any persons who were Directors and supervisors of the Company during the three months ended 31 March 2023 had a material interest,whether directly or indirectly,subsisted at 31 March 2023 or at any time during the three months ended 31 March 2023.PU

73、RCHASE,SALE OR REDEMPTION OF THE COMPANYS LISTED SECURITIESDuring the three months ended 31 March 2023,the Company did not purchase,sell or redeem any of the Companys listed securities.CORPORATE GOVERNANCEThe Company wish to state that it has complied with all code provisions set out in the Code on

74、Corporate Governance Practices contained in the Appendix 15 of the GEM Listing Rules(the“Code”)during the period.(1)Corporate Governance PracticesThe Company is committed to promoting good corporate governance,with the objectives of(i)the maintenance of responsible decision making,(ii)the improvemen

75、t in transparency and disclosure of information to shareholders,(iii)the continuance of respect for the rights of shareholders and the recognition of the legitimate interests of the shareholders,and(iv)the improvement in management of risk and the enhancement of performance by the Company.The Compan

76、y has applied Appendix 15 of the GEM Listing Rules with these objectives in mind.(2)Directors Securities TransactionsThe Company has adopted a code of conduct regarding directors securities transactions on terms no less exacting than the required standard of dealings as set out in Rules 5.48 to 5.67

77、 of the GEM Listing Rules.Having made specific enquiry of the Directors of the Company,all Directors have complied with the required standard of dealings and code of conduct regarding securities transactions by directors.12 AUDIT COMMITTEEThe Company has an audit committee(the“Audit Committee”)estab

78、lished with written terms of reference in compliance with GEM Listing Rules.The primary duties of the Audit Committee are to review and supervise the financial reporting process and internal controls of the Group and to provide advice to the Directors of the Company.The Audit Committee comprises thr

79、ee independent non-executive Directors,namely Mr.Yang Chun Bao,Mr.Wang Guo Zhong and Mr.Song Zi Zhang.The Audit Committee has reviewed the Groups unaudited results for the three months ended 31 March 2023 and has provided advice and comments thereon.By order of the BoardShanghai Qingpu Fire-Fighting

80、 Equipment Co.,Ltd.Zhou Jin HuiChairmanShanghai,10 May 2023As at the date of this report,the executive Directors are Mr.Zhou Jin Hui,Mr.Shi Hui Xing and Mr.Zhou Guo Ping;and the independent non-executive Directors are Mr.Wang Guo Zhong,Mr.Yang Chun Bao and Mr.Song Zi Zhang.This report will be published on the GEM website on the“Latest Company Report”page for at least 7 days from the date of publication and on the website of the Company .