RNS Number : 6984A
Sealand Capital Galaxy Limited
27 September 2022
 

For release: 07.00, 27 September 2022

 

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 2022 with respect to the Company and its subsidiaries (the "Group").

 

Nelson Law, Executive Chairman of the Company commented:

 

"Our proven capabilities in acting as a bridge between European merchants, mainly of accessible but luxury items, and Chinese consumers, means that we remain excellently placed to continue benefitting from the growing popularity of ecommerce, particularly in China, and changing behaviors in the ecommerce ecosystem.  Our commercial and logistical systems and infrastructure are in place and are capable of adapting to rapid changes in ecommerce trends and behaviours.  Our strong ties with Tmall, and with merchants of high quality goods, will also contribute to our continued success."

 

-Ends-

 

Enquiries:

 

 

Sealand Capital Galaxy Limited 


Law Chung Lam Nelson, Executive Chairman

+ 44 (0) 753 795 9788

 

Novum Securities Limited 


David Coffman

+ 44 (0) 20 7399 9400

 

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/ 

 

 

 

 

SEALAND CAPITAL GALAXY LIMITED

 

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 2022.

 

Business Review

 

Since April 2020, the Covid-19 pandemic had a significant negative impact on the Group's business, but the Group is pleased to report that is has now turned a corner, notwithstanding the other new challenges facing virtually all economies, such as high energy prices, inflation, and slowing growth rates. 

 

The Group's presence on Tmall, via products for which it has exclusive licences in mainland China, Hong Kong, and Macau, continues to drive profits. These include Carter Beauty, Czech & Speake, Heath London, HH Simonsen, Inari, Living Garden Honey, Missguided Beauty, Silllk Aromas Beauty, and The Gruff Stuff. Tmall is a leading Chinese-language website for business-to-consumer online retail, allowing local Chinese and international businesses to sell brand name goods to consumers in greater China.

 

The Group is delighted to report that its ecommerce segment delivered a profit of £13,118. Although many shoppers have been eager to leave the house and return to stores where they are able, behaviour patterns have changed since the onset of the pandemic. Online shopping has come to serve a distinct purpose, and the Directors believe this trend will continue in the long term. Consumers can have whatever they want, whenever they want it, on-demand and digitally. Shoppers increasingly expect e-retailers to provide a sophisticated, personalised shopping experience, which the Group is successfully doing.

 

In addition, the way in which we present information to online shoppers mirrors consumers' increasing time conducting research. Simply put, we are providing more information for shoppers. There is now a greater emphasis on the shopper researching everything about a product in order to make an informed decision.

 

The type of goods that we offer to shoppers are also precisely the type of items we consider they are currently seeking online.  Just as we saw in the aftermath of the 2007 financial crisis, consumers appear to be putting very large purchases on hold, while continuing to spend on small luxuries such as upscale cosmetics brands, and other daily luxury items which they consider affordable. This trend is in line with the brands for which we have exclusive licences, and we expect to see this to continue into 2023.

 

The momentum for online shopping is now considered to be unstoppable and we continue to keep a strong focus on the evolution of digital buying. For example, livestream shopping (i.e. brands using livestreams to promote and sell products) is picking up speed, and we continue to monitor advances to ensure that our capabilities match the modern digital marketplace which consumers continue to expect.

 

Our work with influencers in China has also proven to be the correct strategy and continues to underpin our success. Younger generations find authenticity and trust in different places than older generations; predominantly they trust their peers and they trust influencers.

 

Financial Review

 

During the six months ended 30 June 2022, the loss attributable to ordinary shareholders was £226,910 (2021: £98,643), and the revenue for the period was £76,071 (2021: £39,184). The loss has widened because of an accrual of director's fees of £99,000 (the considerable majority of which have not been paid) and an issue of shares valued at £27,000 to settle some professional fees.

 

Prospects

 

Ecommerce continues to provide a lucrative and vital part of the future of our business. By understanding the trends of today and seeing where they are headed, we are preparing ourselves for continued future growth in ecommerce. An increasing number of people are engaging in online shopping, and more engagement means more potential customers with unique interests and needs. This creates many opportunities for merchants looking to engage with ecommerce for the first time or to reinvigorate their efforts, which will amplify our contact with merchants. Our proven capabilities in acting as a bridge between European merchants, mainly of accessible but luxury items, and Chinese consumers, means that we remain excellently placed to continue benefitting from the growing popularity of ecommerce, particularly in China, and changing behaviors in the ecommerce ecosystem.  Our commercial and logistical systems and infrastructure are in place and are capable of adapting to rapid changes in ecommerce trends and behaviours. Our strong ties with Tmall, and with merchants of high quality goods, will also contribute to our continued success.

 

Going Concern

 

As at 30 June 2022, the Group has cash and cash equivalent balances of £13,031 and net current liabilities and net liabilities of £1,258,755.

 

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 2022:

 

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

26 September 2022



SEALAND CAPITAL GALAXY LIMITED

 

PRINCIPAL RISKS AND UNCERTAINTIES

 

The Board regularly monitors exposure to risks and uncertainties that it considers key as set out below.

 

Covid-19

 

In common with a lot of other businesses based in China, an important challenge currently facing the Group is dealing with the COVID-19 pandemic, although there are encouraging signs that the effect of this is diminishing in the Group's main markets.

 

Going forward, the virus may however impact the Group's transactional revenue streams and this is carefully considered by the Board on a regular basis.

 

Acquisitions and investments

 

Part of the Group's strategy is to acquire and make strategic investments in complementary businesses as appropriate opportunities arise. The risks the Group may face should it acquire or invest in complementary businesses include:

 

-    Difficulties with the integration and assimilation of the acquired business;

-    Diversion of the attention of the Group's management team from other business concerns;

-    Loss of key employees of any acquired business;

-    Acquisitions or investments may require the Group to expend significant amounts of cash, which could result in the Group's inability to use the funds for other business purposes;

-    If the Group funds acquisitions through issuances of ordinary shares, the interests of its shareholders will be diluted, which may cause the market price of the ordinary shares to decline.

-    There is no guarantee that the Directors will be able to complete acquisitions of complementary companies on acceptable terms. Failure to do so over an extended period would limit the Directors' ability to carry out their strategy and would reduce the long-term prospects of the Group.

 

To mitigate the risks in respect of acquisitions and investments, the Group carries out due diligence and produces cash flow projections to ensure that any target is a suitable strategic fit and is financially sound. Staff are also trained to effectively manage the integration of acquisitions.

 

Competition

 

The majority of the Group's work for existing or new clients or on new projects is won competitively. The Group may face significant competition, including from larger companies which have greater capital and other resources and may result in some margin erosion. There is no assurance that the Group will be able to compete successfully in such a marketplace in the future.

 

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

26 September 2022

 

 

 

 

 

 

 

 

 

 

 

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

26 September 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SEALAND CAPITAL GALAXY LIMITED

 

UNAUDITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS

FOR THE SIX MONTHS ENDED 30 JUNE 2022

 

 

 

 

 

 

Six months ended

30 June 2022

(Unaudited)

Six months ended

30 June 2021

(Unaudited)

 

 

Note

£

£

 





Revenue


5

76,071

39,184

Cost of services



(62,953)

(35,280)




 

 

Gross profit



13,118

3,904






Other income


5

16,313

8,288

Administrative expenses



(237,535)

(160,515)

Finance costs



(1,046)

(467)

Gain on bargain purchase of a subsidiary



-

3,839

Gain on disposal of a subsidiary



7,644

-

Share of results of an associate



-

274




 

 

Loss before tax


6

(201,526)

(144,677)






Income tax expense



-

(575)

 





Loss for the period



(201,526)

(145,252)

 





Attributable to:





Equity holders of the Company



(226,910)

(98,643)

Non-controlling interests



25,384

(46,609)






 



(201,526)

(145,252)

 





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.



SEALAND CAPITAL GALAXY LIMITED

 

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2022

 

 

 

 

 

Six months ended

30 June 2022

(Unaudited)

Six months ended

30 June 2021

(Unaudited)

 

Note

£

£

 




Loss for the period


(201,526)

(145,252)





Other comprehensive income




Items not to be reclassified subsequently to profit or loss:




-     Share of other comprehensive income of an associate


-

(72)





Items to be reclassified subsequently to profit or loss:




-     Exchange differences on translation of foreign operations


(86,249)

26,853





Other comprehensive income for the year, net of tax


(86,249)

26,781





Total comprehensive loss for the period


(287,775)

(118,471)

 




Attributable to:




Equity holders of the Company


(287,823)

(80,868)

Non-controlling interests


48

(37,603)

 


 

 

 


(287,775)

(118,471)

 




 




The notes to the financial statements form an integral part of these financial statements.



 

SEALAND CAPITAL GALAXY LIMITED

 

UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT 30 JUNE 2022

 

 

 

 

At

30 June 2022

(Unaudited)

At

31 December 2021

(Audited)

 

 

Note

£

£

Non-current assets





Property, plant and equipment


9

-

15,650

 





Current assets





Inventories


10

112,478

81,823

Prepayments and other receivables



69,678

66,520

Trade receivables



38,876

15,123

Cash and cash equivalents



13,031

8,198




234,063

171,664

Current liabilities





Trade payables



125,233

81,743

Other payables and accrued expenses



535,635

459,317

Amount due to a director



830,959

649,621

Finance lease liabilities


11

991

14,750




1,492,818

1,205,431






Net current liabilities



(1,258,755)

(1,033,767)






Total assets less current liabilities



(1,258,755)

(1,018,767)






Net liabilities



(1,258,755)

(1,018,117)

 





Capital and reserves





Share capital


12

60,060

59,569

Reserves



(953,428)

(692,114)

Total equity attributable to equity shareholders of the Company



 

(893,368)

 

(632,545)

Non-controlling interests



(365,387)

(385,572)

 





Total equity



(1,258,755)

(1,018,117)

 





 

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 MONTHS ENDED 30 JUNE 2021

 

 

 

Attributable to equity holders of the Company

 

 

 

 

 

Share

capital

 

Share

premium

Share-based payment reserve

 

Accumulated

losses

 

Exchange

reserve

 

 

Total

 

Non-controlling interests

 

Total

equity

 

£

£

£

£

£

£

£

£

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 a subsidiary

-

-

-

-

-

-

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)










Six months ended 30 June 2021


















At 1 January 2021 (Audited)

50,983

6,012,444

-

(6,775,080)

14,963

(696,690)

(296,005)

(992,695)










Loss for the period

-

-

-

(98,643)

-

(98,643)

(46,609)

(145,252)

Exchange differences arising on translation

-

-

-

-

17,775

17,775

9,006

26,781










Total comprehensive loss/(income)

-

-

-

(98,643)

17,775

(80,868)

(37,603)

(118,471)










Issue of ordinary shares

621

89,379

-

-

-

 90,000

-

90,000










At 30 June 2021 (Unaudited)

51,604

6,101,823

-

(6,873,723)

 32,738

(687,558)

(333,608)

(1,021,166)










 

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 MONTHS ENDED 30 JUNE 2022

 

 

 


Six months ended

30 June 2022

(Unaudited)

Six months ended

30 June 2021

(Unaudited)

 


£

£

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES




Loss before tax


(201,526)

(144,677)





Adjustments for:




Depreciation


16,373

17,488

Gain on disposal of a subsidiary


(7,644)

-

Gain on bargain purchase of a subsidiary


-

(3,839)

Share of profit of an associate


-

(274)

Interest expenses


1,025

467

Bank interest income


(10)

(4)




Operating cash flows before movements in working capital


(191,782)

(130,839)





Increase in inventories


(30,655)

-

Increase in prepayments and other receivables


(1,746)

(83,145)

(Increase)/decrease in trade receivables and contract assets


(23,753)

14,379

Increase in amount due to a director


180,197

3,920

Increase in trade payables


40,361

46,441

Increase in other payables and accrued expenses


106,288

44,059






78,910

(105,185)

Payment of interest portion of lease liabilities


(1,025)

(467)

Income tax paid


-

(575)




Net cash generated from/(used in) operating activities

 

77,885

(106,227)





CASH FLOWS FROM INVESTING ACTIVITIES




Cash outflow in respect of the disposal of a subsidiary


(143)

-

Net cash inflow from acquisition of a subsidiary


-

43,192

Interest income received


10

4




Net cash (used in)/generated from investing activities

 

(133)

43,196





CASH FLOWS FROM FINANCING ACTIVITIES




Issue of ordinary shares


27,000

90,000

Payment of principal portion of lease liabilities


(15,508)

(13,308)




Net cash generated from financing activities

 

11,492

76,692





Net increase in cash and cash equivalents

 

89,244

13,661





Foreign exchange realignment


(84,411)

26,635

Cash and cash equivalents at 1 January

 

8,198

16,002




Cash and cash equivalents at 30 June


13,031

56,298

 

 

 

 

 

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 MONTHS ENDED 30 JUNE 2022

 

 

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 2022 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 2021 annual financial statements extracted, except for the accounting policy changes that are expected to be reflected in the 2022 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 2021 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 to fully implement the business plans. 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 software development and support segment includes sales and distribution of mobile games and all other I.T. related development and support services operated under Rightyoo.

(c)        The e-commerce segment includes sales of goods through internet and provision for consultancy services related to e-commerce.

 

 

SEALAND CAPITAL GALAXY LIMITED

 

NOTES TO UNAUDITED INTERIM RESULTS

FOR THE SIX MONTHS ENDED 30 JUNE 2022

 

 

 

4.         SEGMENT INFORMATION - CONTINUED

 

 

Digital marketing and payment

 

Software development and support

 

 

 

e-Commerce

 

 

 

Unallocated

 

 

 

Total

 

£

£

£

£

£

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

 






 






Six months ended 30 June 2021 (Unaudited)






Revenue

39,067

-

117

-

39,184

 

Segment loss

 

(92,154)

 

(20,284)

 

(22,099)

 

(10,715)

 

(145,252)

 

Assets

 

174,003

 

5,184

 

33,802

 

103,653

 

316,642

 

Liabilities

 

352,561

 

93,426

 

15,107

 

876,714

 

1,337,808

 






       

5.         REVENUE AND OTHER INCOME

 

 

 

 

Six months ended

30 June 2022

(Unaudited)

Six months ended

30 June 2021

(Unaudited)

 

 

 

£

£

REVENUE





Advertising services



775

33,337

Commission income



669

2,161

Sales of goods



74,627

3,686

 








76,071

39,184






OTHER INCOME





Bank interest income



10

4

Others



16,303

8,284

 



 

 

 



16,313

8,288

          



 

 

SEALAND CAPITAL GALAXY LIMITED

 

NOTES TO UNAUDITED INTERIM RESULTS

FOR THE SIX MONTHS ENDED 30 JUNE 2022

 

 

 

6.         LOSS BEFORE TAX

 

 

 

Six months ended

30 June 2022

(Unaudited)

 

Six months ended

30 June 2021

(Unaudited)

 

 

£

 

£

Loss before tax has been arrived at after charging:





Depreciation - Owned assets and right of use assets


16,373


17,488






 

7.         EMPLOYEES

 

The average number of employees during the period was made up as follows:

 

 

 

 

Six months ended

30 June 2022

(Unaudited)

 

Six months ended

30 June 2021

(Unaudited)

 

 

 

 

 

 

Directors



2


3







Staff



2


11







Directors' remuneration



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 £226,910 (2021: £98,643) by the weighted average number of 598,081,125 ordinary shares (2021: 512,968,277) in issue during the six months ended 30 June 2022.





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 2022 and 2021.

 

 

9.        PROPERTY, PLANT AND EQUIPMENT

 





 

Office equipment

Leasehold improvement

Right of use

assets

 

Total

 

£

£

£

£






At 1 January 2022 (Audited)

-

1,159

14,491

15,650

Depreciation for the period

-

(1,212)

(15,161)

(16,373)

Exchange differences

-

53

670

723


 

 

 

 

At 30 June 2022 (Unaudited)

-

-

-

-






 

 

 

 

 

 

 

SEALAND CAPITAL GALAXY LIMITED

 

NOTES TO UNAUDITED INTERIM RESULTS

FOR THE SIX MONTHS ENDED 30 JUNE 2022

 

 

 

10.       INVENTORIES

 

 

 

At

30 June 2022

At

31 December 2021

 

 

£

£

 

 

(Unaudited)

(Audited)

 








Finished goods


112,478

81,823

 

 

11.     LEASE LIABILITIES

 

The total minimum lease liabilities under finance leases and their present values at the reporting date are as follows:

 

 

 

 

At

30 June 2022

At 31 December 2021

 

 

 

£

£

 

 

 

(Unaudited)

(Audited)

Current portion:





Gross finance lease liabilities



1,028

14,823

Finance expense not recognised



(37)

(73)









991

14,750






The net finance lease liabilities are analysed as follows:



- Not later than 1 year



991

14,750

 

 

12.      SHARE CAPITAL

 

 

 

 

 

 

 

 

Number

£

Ordinary shares issued and fully paid





At 1 January 2022 (Audited)



595,694,385

59,569

Issue of ordinary shares



 4,909,091

491






At 30 June 2022 (Unaudited)



 600,603,476

60,060






In April 2022, the Company allotted and issued 4,909,091 ordinary shares of £0.0001 each to settle the professional fees of the Group.

 

 

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 2022.

 

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