TIDMSCGL
RNS Number : 0583O
Sealand Capital Galaxy Limited
29 September 2023
For release: 07.00, 29 September 2023
Sealand Capital Galaxy Limited
("Sealand" or the "Company")
Unaudited Interim Results
Sealand Capital Galaxy Limited (LSE: SCGL) announces that it has
today published its unaudited Interim Results for the six months
ended 30 June 2023 with respect to the Company and its subsidiaries
(the "Group").
Nelson Law, Executive Chairman of the Company commented:
"The group's focus on expanding its presence in the e-commerce
sector in China has been a key priority. Significant resources have
been allocated to this endeavor, recognizing the vast potential of
this market. In addition to the existing presence on Tmall, the
group is actively working to collaborate with other platforms,
aiming to reach a wider customer base and increase market share in
online retail."
He added:
" The group is actively exploring opportunities for joint
ventures in China. Building upon previous success in the
advertising sector, the group seeks potential partnerships in this
area. Additionally, venturing into new but related areas such as
app design and interlink programs is a strategic move to diversify
revenue streams and enhance competitiveness in the market.
"Despite the challenges posed by the pandemic, the group remains
optimistic about the future and committed to identifying new growth
opportunities within current product lines and through strategic
partnerships. By continuously adapting to evolving market
conditions and leveraging strengths, the group is confident in its
ability to drive long-term success and deliver value to
stakeholders."
-Ends-
Enquiries:
Sealand Capital Galaxy Limited
Law Chung Lam Nelson, Executive + 44 (0) 753 795
Chairman 9788
Notes to Editors:
The Company's Shares are traded on the Official List of the
London Stock Exchange's main market for listed securities under the
ticker SCGL.
Further information on Sealand is available on its website http://www.scg-ltd.com/
MANAGEMENT DISCUSSION AND ANALYSIS
Sealand Capital Galaxy Limited is a company acting as a special
purpose acquisition company. The Group is engaged in digital
marketing, mobile payment and other IT related business. Today it
announces its results for the six months ended 30 June 2023.
Business Review
The group's focus on expanding its presence in the e-commerce
sector in China has been a key priority. Significant resources have
been allocated to this endeavor, recognizing the vast potential of
this market. In addition to the existing presence on Tmall, the
group is actively working to collaborate with other platforms,
aiming to reach a wider customer base and increase market share in
online retail.
Collaboration with local retail partners has also yielded
positive results. One of the group's sales partners has
successfully expanded to four physical stores, with plans for a
fifth store in the near future. The group's brand accounts for
approximately one-third of their total unit sales, demonstrating
the mutually beneficial nature of the partnership.
Further nurturing and strengthening such collaborations will
enhance the group's footprint in the retail sector.
Overall, the strategic focus on e-commerce expansion and
collaboration with local retail partners has proven successful. The
group remains committed to capitalizing on emerging opportunities,
both online and offline, to drive growth and maximize shareholder
value.
Financial Review
During the six months ended 30 June 2023, the loss attributable
to ordinary shareholders was GBP203,951 (2022:
GBP226,910), and the revenue for the period was GBP61,198 (2021:
GBP76,071).
Prospects
After the impact of the COVID-19 pandemic, the group has
observed a gradual recovery in sales, albeit slower than
anticipated. To fuel future growth and expansion, the group is
focusing on soliciting new agency partnerships for additional
brands, particularly in the female skincare category. Leveraging
existing distribution channels and industry expertise, the group
aims to capture a larger share of the market and drive sales.
Moreover, the group is actively exploring opportunities for
joint ventures in China. Building upon previous success in the
advertising sector, the group seeks potential partnerships in this
area. Additionally, venturing into new domains such as app design
and interlink programs is a strategic move to diversify revenue
streams and enhance competitiveness in the market.
Despite the challenges posed by the pandemic, the group remains
optimistic about the future and committed to identifying new growth
opportunities within current product lines and through strategic
partnerships. By continuously adapting to evolving market
conditions and leveraging strengths, the group is confident in its
ability to drive long-term success and deliver value to
stakeholders.
Going Concern
As at 30 June 2023, the Group has cash and cash equivalent
balances of GBP7,630 and net current liabilities and net
liabilities of GBP1,057,446.
The directors' cash-flow projections for the forthcoming 12
months conclude there will be a need for additional cash resources.
The directors are in discussions with some parties that may raise
further equity and/or loans. There is no certainty that any such
funds will be forthcoming or the price and other terms will be
acceptable.
Directors
The following directors served during the six months ended 30
June 2023: Mr Chung Lam Nelson Law(Chairman and Chief Financial
Officer)
Mr Geoffrey John Griggs(Non-executive Director)
I would like to thank my colleagues for their continued
perseverance and commitment towards reaching the Groups'
objectives.
Chung Lam Nelson Law Chairman
29 September 2023
SEALAND CAPITAL GALAXY
PRINCIPAL RISKS AND UNCERTAINTIES
The Board regularly monitors exposure to risks and uncertainties
that it considers key as set out below.
The group faces risks associated with integrating and
assimilating acquired businesses. Difficulties may arise due to
cultural differences, operational complexities, and organizational
alignment, which could impact the performance and profitability of
acquired entities.
International Interest Rates and Inflation
Rising international interest rates and inflation pose a risk to
the group's cost of goods sold. Increased borrowing costs and
higher input costs, can impact profitability. The group actively
monitors these macroeconomic factors and implements strategies to
mitigate their adverse effects on financial performance.
Currency Fluctuations
The depreciation of the RMB by 10% has affected the group's
total sales turnover. Weaker currency reduces purchasing power in
China, negatively impacting demand for products and services.
Currency fluctuations introduce volatility and uncertainty,
requiring active management of currency exposures through hedging
strategies.
Moreover the 10% depreciation of the RMB has impacted the total
sales turnover due to a decrease in purchasing power in China.
The group remains vigilant in managing these risks, implementing
appropriate risk mitigation strategies, and monitoring market
conditions to ensure long-term resilience and sustainability.
Competition
The group acknowledges the need for horizontal integration to
expand market presence and capture a larger industry share.
However, this expansion may strain resources. Negotiating new
product lines requires significant investments in distribution
networks, and marketing. Intensified competition may impact profit
margins. The group actively pursues strategic partnerships and
diversification to enhance competitive position. Prudent
decision-making and effective resource allocation are crucial in a
dynamic market environment.
Financial Risks
The Group financial risks including foreign exchange risk,
interest rate risk, credit risk, liquidity risk and cash flow risk
are carefully monitored by the Board.
Chung Lam Nelson Law Chairman
29 September 2023
SEALAND CAPITAL GALAXY LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors confirm that to the best of their knowledge:
(a) the condensed set of financial statements, which has been
prepared in accordance with IAS 34 "Interim Financial Reporting",
gives a true and fair view of the assets, liabilities, financial
position and loss of the Group as a whole as required by DTR 4.2.4R
subject to the comment on the going concern position of the
Group.
(b) the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events
during the first six months of the year and a description of
principal risks and uncertainties for the remaining six months of
the year); and
(c) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
By order of the Board
Chung Lam Nelson Law Chairman
29 September 2023
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE SIX
MONTHSED 30 JUNE 2023
Six months Six months
ended ended
30 June 30 June
2023 2022
(Unaudited) (Unaudited)
Note GBP GBP
Revenue 5 61,198 76,071
Cost of services (38,899) (62,953)
--------------- ---------------
Gross profit 22,299 13,118
Other income 5 8,151 16,313
Administrative expenses (275,488) (237,555)
Finance costs (425) (1,046)
Gain on disposal of a subsidiary - 7,644
Gain on deregistration of subsidiaries 41,207 -
--------------- ---------------
Loss before tax 6 (204,256) (201,526)
Income tax expenses - -
--------------- ---------------
Loss for the period (204,256) (201,526)
=============== ===============
Attributable to:
Equity holders of the Company (203,951) (226,910)
Non-controlling interests (305) 25,384
--------------- ---------------
(204,256) (201,526)
=============== ===============
Loss per share attributable to equity
holders of the Company
Pence Pence
Basic and diluted 8 (*) (*)
=============== ===============
* Less than 0.001 pence
The notes to the financial statements form an integral part of
these financial statements.
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE
SIX MONTHSED 30 JUNE 2023
Six months Six months
ended ended
30 June 2023 (Unaudited) 30 June
GBP 2022 (Unaudited)
Note GBP
Loss for the period (204,256) (201,526)
Other comprehensive income/(loss)
Items to be reclassified subsequently to
profit or loss:
- Exchange differences on translation of
foreign operations 39,653 (86,249)
------------------------ ------------------
Other comprehensive income for the
period, net of tax 39,653 (86,249)
------------------------ ------------------
Total comprehensive loss for the period (164,603) (287,775)
======================== ==================
Attributable to:
Equity holders of the Company (173,999) (287,823)
Non-controlling interests 9,396 48
------------------------ ------------------
(164,603) (287,775)
======================== ==================
The notes to the financial statements
form an integral part of these
financial
statements
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30
JUNE 2023
At At
30 June 2023 31 December
(Unaudited) 2022 (Audited)
Note GBP GBP
ASSETS
Non-current assets
Property, plant and equipment 9 28,704 44,791
Current assets
Inventories 10 91,261 106,088
Prepayments and other receivables 55,965 58,305
Trade receivables 26,847 26,430
Cash and cash equivalents 7,630 35,567
--------------------------------- ------------------------------
181,703 226,390
Current liabilities
Trade payables 34,691 36,110
Other payables and accrued expenses 534,517 480,213
Amount due to a director 667,154 602,646
Finance lease liabilities 11 31,491 29,858
--------------------------------- ------------------------------
1,267,853 1,148,827
Net current liabilities (1,086,150) (922,437)
Total assets less current liabilities (1,057,446) (877,646)
Non-current liabilities
Finance lease liabilities 11 - 15,197
Net liabilities (1,057,446) (892,843)
Capital and reserves
Share capital 12 71,581 71,581
Reserves (817,121) (643,122)
--------------------------------- ------------------------------
Total equity attributable to equity
shareholders of the Company (745,540) (571,541)
Non-controlling interests (311,906) (321,302)
--------------------------------- ------------------------------
Total equity (1,057,446) (892,843)
The notes to the financial statements
form an integral part of these
financial
statements
SEALAND CAPITAL GALAXY LIMITED
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE
SIX MONTHSED 30 JUNE 2023
Attributable to the equity holders of the Company
Share Share-based Accumulated Non-controlling
capital Share payment losses Exchange Total interests Total
GBP premium reserve GBP reserve GBP GBP equity
GBP GBP GBP GBP
Six months
ended 30 June
2023
At 1 January
2023 (Audited) 71,581 6,917,830 357,417 (7,914,649) (3,720) (571,541) (321,302) (892,843)
------------- --------- ------------ ------------- --------- ----------- --------------- -----------
Loss for the
period - - - (203,951) - (203,951) (305) (204,256)
Exchange
differences
arising
on translation - - - - 29,952 29,952 9,701 39,653
------------- --------- ------------ ------------- --------- ----------- --------------- -----------
Total
comprehensive
(loss)/income - - - (203,951) 29,952 (173,999) 9,396 (164,603)
Deregistration - - - - - - - -
of subsidiaries
------------- --------- ------------ ------------- --------- ----------- --------------- -----------
At 30 June 2023
(Unaudited) 71,581 6,917,830 357,417 (8,118,600) 26,232 (745,540) (311,906) (1,057,446)
============= ========= ============ ============= ========= =========== =============== ===========
Six months
ended 30 June
2022
At 1 January
2022 (Audited) 59,569 6,660,898 357,417 (7,715,246) 4,817 (632,545) (385,572) (1,018,117)
------------- --------- ------------ ------------- --------- ----------- --------------- -----------
Loss for the
period - - - (226,910) - (226,910) 25,384 (201,526)
Exchange
differences
arising
on translation - - - - (60,913) (60,913) (25,336) (86,249)
------------- --------- ------------ ------------- --------- ----------- --------------- -----------
Total
comprehensive
(loss)/income - - - (226,910) (60,913) (287,823) 48 (287,775)
Issue of
ordinary
shares 491 26,509 - - - 27,000 - 27,000
Disposal of
subsidiaries - - - - - - 20,137 20,137
------------- --------- ------------ ------------- --------- ----------- --------------- -----------
At 30 June 2022
(Unaudited) 60,060 6,687,407 357,417 (7,942,156) (56,096) (893,368) (365,387) (1,258,755)
============= ========= ============ ============= ========= =========== =============== ===========
The notes to the financial statements form an integral part of
these financial statements.
SEALAND CAPITAL GALAXY LIMITED UNAUDITED CONSOLIDATED STATEMENT
OF CASH FLOWS
FOR THE SIX MONTHSED 30 JUNE 2023
Six months Six months
ended ended
30 June 2023 30 June 2022
(Unaudited) (Unaudited)
GBP GBP
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax (204,256) (201,526)
Adjustments for :
Depreciation 14,693 16,373
Gain on disposal of a subsidiary - (7,644)
Gain on deregistration of subsidiaries (41,207) -
Interest expenses 425 1,025
Bank interest income (10) (10)
--------------------------------- ---------------------------------
Operating cash flows before movements in
working capital (230,355) (191,782)
Decrease/(increase) in inventories 14,827 (30,655)
Decrease/(increase) in prepayments and
other receivables 1,968 (1,746)
Increase in trade receivables (417) (23,753)
Increase in amount due to a director 64,508 180,197
(Decrease)/increase in trade payables (1,419) 40,361
Increase in other payables and accrued
expenses 98,009 106,288
--------------------------------- ---------------------------------
Net cash (used in)/generated from operations (52,879) 78,910
Payment of interest portion of lease
liabilities (425) (1,025)
--------------------------------- ---------------------------------
Net cash generated from/(used in) operating
activities (53,304) 77,885
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash outflow in respect of the disposal
of a subsidiary - (143)
Net cash outflow on deregistration of
subsidiaries (989) -
Interest income received 10 10
--------------------------------- ---------------------------------
Net cash used in investing activities (979) (133)
CASH FLOWS FROM FINANCING ACTIVITIES
Issue of ordinary shares - 27,000
Payment of principal portion of lease
liabilities (12,099) (15,508)
--------------------------------- ---------------------------------
Net cash (used in)/generated from financing
activities (12,099) 11,492
Net (decrease)/increase in cash and cash
equivalents (66,382) 89,244
Foreign exchange realignment 38,445 (84,411)
Cash and cash equivalents at 1 January 35,567 8,198
--------------------------------- ---------------------------------
Cash and cash equivalents at 30 June 7,630 13,031
--------------------------------- ---------------------------------
The notes to the financial statements form an integral part of
these financial statements.
SEALAND CAPITAL GALAXY LIMITED
NOTES TO UNAUDITED INTERIM RESULTS
FOR THE SIX MONTHSED 30 JUNE 2023
1. GENERAL INFORMATION
Sealand Capital Galaxy Limited (the "Company") was incorporated
in the Cayman Islands on 22 May 2015 as an exempted Company with
limited liability under the Companies Law of the Cayman Islands.
The registered office of the Company is Willow House, PO Box 709,
Cricket Square, Grand Cayman, KY1-1107, Cayman Islands. These
unaudited consolidated interim financial statements comprise the
Company and its subsidiaries (together referred to as the
"Group").
The Company's nature of operations is to act as a special
purpose acquisition company. The Group engaged in digital marketing
and other IT and e-Commerce related businesses.
2. BASIS OF PREPARATION
The unaudited consolidated interim financial statements for the
six months ended 30 June 2023 have been prepared in accordance with
the International Accounting Standard ("IAS") No. 34 "Interim
Financial Reporting" issued by the International Accounting
Standards Board ("IASB"). These unaudited consolidated interim
financial statements were not reviewed or audited by our
auditor.
The consolidated interim financial information has been prepared
in accordance with the same accounting policies adopted in the 2022
annual financial statements extracted, except for the accounting
policy changes that are expected to be reflected in the 2023 annual
financial statements.
The preparation of the interim financial information in
conformity with IAS 34 requires management to make judgements,
estimates and assumptions that affect the application of policies
and reported amounts of assets and liabilities, income and expenses
on a year to date basis. Actual results may differ from these
estimates.
This consolidated interim financial information contains
consolidated financial statements and selected explanatory notes.
The notes include an explanation of events and transactions that
are significant to an understanding of the changes in financial
position and performance of the Group since the 2022 annual
financial statements. The consolidated interim financial statements
and notes thereon do not include all of the information required
for a full set of financial statements prepared in accordance with
International Financial Reporting Standards ("IFRSs").
3. GOING CONCERN
The directors' cash projections for the forthcoming 12 months
conclude that there will be a need for additional cash resources.
The directors are in discussion with a number of individuals that
may lead to further equity and/or loans being raised. There is no
certainty that any such funds will be forthcoming or the price and
other terms will be acceptable.
4. SEGMENT INFORMATION
The Chief Operating Decision Maker ("CODM") has been identified
as the executive director of the Company who reviews the Group's
internal reporting in order to assess performance and allocate
resources. The CODM has determined the operating segments based on
these reports.
For management purposes, the Group is organised into business
units based on their products and services and has reportable
operating segments as follows:
(a) The digital marketing and payment segment includes services
on enlisting merchants to mobile payment gateways and providing
digital advertising services; and
(b) The e-commerce segment includes sales of goods through
internet and provision for consultancy services related to
e-commerce.
Digital
marketing
and
payment e-Commerce Unallocated Total
GBP GBP GBP GBP
Six months ended 30 June 2023
(Unaudited)
Revenue - 61,198 - 61,198
============= ============ =============
Segment loss (6,366) (7,081) (190,809) (204,256)
============= ============ ============= --------------------------
Assets 26 149,841 60,540 210,407
============= ============ ============= --------------------------
Liabilities 6,488 99,863 1,161,502 1,267,853
============= ============ ============= --------------------------
Six months ended 30 June 2022
(Unaudited)
Revenue 776 75,295 - 76,071
============= ============ ============= --------------------------
Segment profit/(loss) (19,264) 13,118 (195,380) (201,526)
============= ============ ============= --------------------------
Assets 30,984 165,559 37,520 234,063
============= ============ ============= --------------------------
Liabilities 295,767 139,944 1,057,107 1,492,818
============= ============ ============= --------------------------
5. REVENUE AND OTHER INCOME
Six months Six months
ended ended
30 June 30 June
2023 (Unaudited) 2022 (Unaudited)
GBP GBP
REVENUE
Advertising services - 775
Commission income 642 669
Sales of goods 60,556 74,627
-------------------------------- --------------------------------
61,198 76,071
-------------------------------- --------------------------------
OTHER INCOME
Bank interest income 10 10
Others 8,141 16,303
-------------------------------- --------------------------------
8,151 16,313
-------------------------------- --------------------------------
6. LOSS BEFORE TAX
Six months Six months
ended ended
30 June 30 June
2023 (Unaudited) 2022 (Unaudited)
GBP GBP
Loss before tax has been arrived at after
charging:
Depreciation - Owned assets and right of
use assets 14,693 16,373
-------------------------------- --------------------------------
7. EMPLOYEES
The average number of employees during the
period
was made up as follows:
Six months Six months
ended ended
30 June 30 June
2023 (Unaudited) 2022 (Unaudited)
Directors 2 2
-------------------------------- --------------------------------
Staff 3 2
-------------------------------- --------------------------------
Directors' remuneration (GBP) 99,000 99,000
-------------------------------- --------------------------------
8. BASIC AND DILUTED LOSS PER SHARE
Basic loss per share is calculated by dividing the loss
attributable to the Company's owners of GBP203,951 (2022:
GBP226,910) by the weighted average number of 715,815,080 ordinary
shares (2022: 598,081,125) in issue during the six months ended 30
June 2023.
Diluted loss per share was the same as basic loss per share as
no potential dilutive ordinary shares were outstanding for both the
six months ended 30 June 2023 and 2022.
PROPERTY, PLANT AND EQUIPMENT
9.
Right
of use
assets
GBP
At 1 January 2023 (Audited) 44,791
Depreciation for the period (14,693)
Exchange differences (1,394)
---------------------------
At 30 June 2023 (Unaudited) 28,704
10. INVENTORIES
At At 31
30 June December
2023 2022
GBP GBP
(Unaudited) (Audited)
Finished goods 91,261 106,088
--------------------------- -------------------------
11. LEASE LIABILITIES
The total minimum lease liabilities under finance
leases and their present values at the reporting
date are as follows:
At At 31
30 June December
2023 2022
GBP GBP
(Unaudited) (Audited)
Current portion:
Gross finance lease liabilities 31,808 30,544
Finance expense not recognised (317) (686)
--------------------------- -------------------------
31,491 29,858
--------------------------- -------------------------
Non -current portion:
Gross finance lease liabilities - 15,272
Finance expense not recognised - (75)
--------------------------- -------------------------
- 15,197
--------------------------- -------------------------
Total 31,491 45,055
=========================== =========================
The net finance lease liabilities are analysed as
follows:
- Not later than 1 year 31,491 29,858
- Later than 1 year but not more than 5 years - 15,197
--------------------------- -------------------------
Net finance lease liabilities 31,491 45,055
=========================== =========================
12. SHARE CAPITAL
Number GBP
Ordinary shares issued and fully paid
At 1 January 2023 (Audited) and 30 June 2023
(Unaudited) 715,815,080 71,581
=========================== =========================
13. RELATED PARTY TRANSACTIONS
(a) Details of the compensation of key management personnel are
disclosed in Note 7 to the unaudited interim results.
(b) Apart from the balances with related parties at the end of
the reporting period disclosed elsewhere in the financial
statements, the Company had not entered into any significant
related party transactions for the six months ended 30 June
2023.
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IR LPMATMTITBPJ
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