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中国农产品交易(00149) - 2022 - 年度财报
2022-07-22 10:05
Financial Performance - The Group recorded a turnover of approximately HK$869 million for the year ended March 31, 2022, an increase of approximately HK$218 million compared to the previous year[10]. - The Group recorded a turnover of approximately HK$869 million for the year ended 31 March 2022, representing an increase of approximately 33% compared to HK$651 million in the previous financial year[49][51]. - Gross profit for the year was approximately HK$456 million, an increase of approximately 30% from HK$352 million in the previous year[49][51]. - Segment result increased to approximately HK$304 million, up approximately 32% from HK$230 million in the previous financial year[49][51]. - The gross profit margin to turnover was 52% for the year, compared to 54% in the previous year[50]. - Other revenue and net income decreased to approximately HK$27 million from approximately HK$41 million in the previous year, primarily due to a reduction in government grants and subsidies[52]. - The Group recorded a gain on litigation judgment of approximately HK$49 million for the year, significantly lower than the HK$661 million recorded in the previous financial year[54]. - The profit attributable to owners of the Company was approximately HK$6 million, a sharp decline from HK$490 million in the last financial year, mainly due to reduced gains from litigation judgments[60]. Market Operations - The Group managed a total of 11 agricultural produce exchange markets in mainland China, covering various provinces including Hubei, Henan, Guangxi, Jiangsu, and Liaoning[14]. - The agricultural wholesale markets are crucial for ensuring the supply of essential food items, closely linked to the livelihoods of many households[25]. - The operation turnover of Huangshi Market increased by approximately 16% due to improved market operations, creating synergy with Wuhan Baisazhou Market[85]. - Huangshi Market's turnover increased by approximately 16% due to improved marketing efforts[86]. - Suizhou Market's turnover increased by approximately 65% compared to the last financial year[87]. - Luoyang Market's turnover increased by approximately 375% due to increased property sale recognition[89]. - Puyang Market's turnover decreased by approximately 44% due to decreased property sale recognition[91]. - Kaifeng Market's turnover increased by approximately 117% due to increased property sale recognition[93]. - Yulin Market's turnover decreased by approximately 22% due to decreased property sale recognition[107]. - Qinzhou Market's turnover decreased by approximately 9% due to decreased property sale recognition[109]. - Xuzhou Market's turnover increased by approximately 9% compared to the last financial year[111]. - Panjin Market's turnover increased by approximately 6% compared to the last financial year[114]. Strategic Initiatives - The Group's strategy includes optimizing the digital operation model to enhance efficiency and reduce costs in the agricultural wholesale industry[30]. - The Group has fully introduced a new electronic transaction settlement model across all agricultural produce exchange markets, aiming to reduce communication, approval, and operating costs[22]. - The Group plans to continue upgrading its electronic systems and market management models to diversify profit sources and revenue streams[31]. - The Group is exploring opportunities to establish new electronic trading platforms to enhance market efficiency[124]. - The Group is actively studying and evaluating various business opportunities to diversify income streams and deliver long-term benefits to shareholders[62]. - The Group aims to diversify its revenue streams and enhance its electronic systems and market management models in the future[33]. Regulatory and Economic Environment - The proposal to formulate a law on agricultural wholesale markets aims to strengthen planning, establish entry and exit mechanisms, and enhance supervision of the agricultural product market[18]. - The establishment of a legal framework for agricultural wholesale markets is expected to standardize operations and enhance healthy competition in the industry[18]. - The Central Government's No.1 Central Document for 2022 emphasizes the importance of stabilizing agricultural fundamentals and promoting rural revitalization amidst ongoing pandemic challenges[26]. - The PRC central government prioritizes agricultural development, promising investments in agricultural produce markets and infrastructure improvements[191]. - The Ministry of Commerce issued an opinion to strengthen county-level commercial systems and promote rural consumption[194]. - The State Council published a plan to promote agricultural digitalization as part of the 14th Five Year Development Plan[196]. Community and Social Responsibility - The Group is committed to food safety and aims to achieve high-quality and stable business performance through smart agricultural wholesale practices[31]. - The Group continues to prioritize food safety management and regularly conducts training to improve overall food safety awareness[40]. - The Group is committed to community support, donating RMB1 million for flood relief efforts and contributing essential goods for poverty alleviation[39][40]. Financial Position and Risks - As of March 31, 2022, the Group had total cash and cash equivalents of approximately HK$440 million, an increase from approximately HK$425 million as of March 31, 2021[132]. - Total assets were approximately HK$5,491 million, down from approximately HK$5,584 million in the previous year, while net assets increased to approximately HK$2,352 million from HK$2,206 million[132]. - The Group's gearing ratio remained stable at approximately 0.4 as of March 31, 2022, with total bank and other borrowings amounting to approximately HK$1,492 million[132]. - The ratio of total interest-bearing debts to total assets was approximately 27% as of March 31, 2022, compared to approximately 25% in the previous year[132]. - Outstanding capital commitments as of March 31, 2022, amounted to approximately HK$272 million, up from approximately HK$241 million in the previous year[134]. - The Group's operations are exposed to foreign currency risks primarily due to operations in mainland China and certain bank deposits denominated in RMB[134]. - The Group does not currently have a foreign currency hedging policy but is considering risk hedging tools to mitigate RMB exchange risks[134]. - The Group's treasury policy emphasizes diversifying funding sources, relying on internally generated cash flow and interest-bearing loans for operational financing[145]. - The Group regularly reviews its funding positions to ensure adequate financial resources for meeting financial obligations and considers various financing alternatives[145]. Legal Matters - The Company faced legal proceedings initiated by Ms. Wang and Tian Jiu regarding the alleged forgery of share transfer agreements related to a 90% interest acquisition in Baisazhou Agricultural[172]. - The Hubei Court dismissed the claims of Ms. Wang and Tian Jiu in June 2014, ordering them to bear the legal costs[174]. - The Supreme Court revoked the Hubei Court Judgment and declared the Contended Agreements void, affirming a sale and purchase agreement valued at HK$1,156 million[174]. - The Company continues to be the legal and beneficial owner of Baisazhou Agricultural under PRC Laws, as confirmed by multiple court judgments[180]. - The counterclaim made by Ms. Wang and Tian Jiu for the return of the Company's 90% interest in Baisazhou Agricultural was dismissed by the Hubei Court on 23 December 2019[181]. - The Supreme Court dismissed the appeal of Ms. Wang and Tian Jiu against the 23 December Judgment, upholding the ruling on 29 March 2021[181]. - The company was awarded damages totaling RMB 510,000,001 as per the HK Judgment[183]. Employment and Workforce - As of 31 March 2022, the group employed 1,115 employees, a decrease from 1,151 employees as of 31 March 2021[188]. - During the year, 226,000,000 share options were granted at an exercise price of HK$0.118 per share, with no options vested, exercised, cancelled, or lapsed[188].
中国农产品交易(00149) - 2022 - 中期财报
2021-12-20 08:58
Financial Performance - The Group recorded a turnover of approximately HK$412 million for the six months ended 30 September 2021, representing an increase of approximately HK$120 million or 41% from HK$292 million for the same period in 2020[13]. - Gross profit for the Period was approximately HK$228 million, an increase of approximately 51% compared to HK$151 million for the six months ended 30 September 2020[17]. - The segment result was approximately HK$158 million, reflecting a 70% increase from approximately HK$93 million in the previous year[17]. - The gross profit margin to turnover improved to 55% for the Period, compared to 52% for the same period in 2020[14]. - The profit attributable to owners of the Company for the Period was approximately HK$18 million, compared to a loss of approximately HK$23 million in the corresponding period of 2020[27]. - The Group recorded a profit from operations before fair value change of investment properties and impairment of approximately HK$138 million, up from approximately HK$67 million in the same period last year, representing a 106% increase[27]. - Profit for the period was HK$33,954,000, a significant recovery from a loss of HK$18,592,000 in the same period last year[178]. - Total comprehensive income for the period attributable to owners of the company was HK$75,998,000, down from HK$93,687,000 in the previous year[181]. - Earnings per share (basic and diluted) for the period was HK$0.18, compared to a loss per share of HK$0.23 in the same period last year[181]. Expenses and Costs - General and administrative expenses decreased to approximately HK$75 million from HK$79 million in the previous year, due to cost-saving measures[18]. - Selling expenses increased to approximately HK$23 million from HK$15 million, attributed to higher property sales recognition[18]. - Finance costs decreased to approximately HK$66 million from HK$82 million, primarily due to the repayment of interest-bearing debts[18]. - General and administrative expenses were approximately HK$75 million, down from approximately HK$79 million in the previous period, due to cost control measures[22]. - Sales expenses increased to approximately HK$23 million from approximately HK$15 million, attributed to increased confirmed property sales[22]. Market Operations - The reduction of COVID-19 transmission contributed to the restoration of sales and market operations to normal levels during the Period[17]. - The operating performance of Luoyang Market returned to normal as the COVID-19 pandemic was gradually brought under control, contributing positive cash flow to the Group[37]. - The performance of Huangshi Market resumed to full operation during the Period, enhancing trading synergy with Wuhan Baisazhou Market[31]. - Yulin Market, one of the largest agricultural produce exchange markets in Guangxi Region, performed satisfactorily during the Period, with property sales as the major income source[40]. - Suizhou Market's operating performance was satisfactory despite moderate impacts from the COVID-19 pandemic[36]. - Puyang Market, a joint venture project in Henan Province, has shown satisfactory operational performance during the period[43]. - Kaifeng Market, with a total building area of approximately 120,000 square meters, is gradually improving its performance as part of the agricultural market network in Henan Province[44]. - Yulin Market in Guangxi, covering approximately 415,000 square meters with a total building area of about 196,000 square meters, has performed well, generating significant revenue from property sales[45]. - Qinzhou Market, with a gross floor area of approximately 180,000 square meters, has shown satisfactory performance as the second operational point in Guangxi[48]. - Xuzhou Market occupies approximately 200,000 square meters and serves as a major marketplace for fruit supply in northern Jiangsu Province, maintaining steady operational performance[49]. - Huai'an Market, covering about 100,000 square meters, is expected to improve gradually as it matures, despite ongoing legal disputes with a joint venture partner[52]. - Panjin Market, the Group's first investment in Liaoning Province, has a construction area of around 50,000 square meters and is expected to maintain steady performance focusing on river crab trading[53]. Financial Position - As of 30 September 2021, the Group's total cash and cash equivalents amounted to approximately HK$442 million, an increase from approximately HK$425 million as of 31 March 2021[65]. - Total assets were approximately HK$5,652 million, up from approximately HK$5,584 million as of 31 March 2021, while net assets increased to approximately HK$2,295 million from approximately HK$2,206 million[65]. - The Group's gearing ratio as of 30 September 2021 was approximately 0.5, compared to 0.4 as of 31 March 2021, with total borrowings of approximately HK$1,548 million[65]. - The ratio of total interest-bearing debts to total assets was approximately 27% as of 30 September 2021, up from approximately 25% as of 31 March 2021[65]. - As of 30 September 2021, outstanding capital commitments amounted to approximately HK$267 million, an increase from approximately HK$241 million as of 31 March 2021[72]. - The Group had no contingent liabilities related to guarantees provided by wholly-owned subsidiaries as of 30 September 2021, compared to approximately HK$27,000 as of 31 March 2021[72]. - The Group's total interest-bearing debts as of 30 September 2021 were approximately HK$1,548 million, an increase from approximately HK$1,371 million as of 31 March 2021[78]. - The overall financial position shows a strengthening of equity and a significant reduction in liabilities, indicating improved financial health for the Company[186]. Legal Matters - The Company was involved in legal proceedings initiated by Ms. Wang and Tian Jiu regarding the alleged forgery of share transfer agreements related to the acquisition of a 90% interest in Baisazhou Agricultural[95]. - The Hubei Court dismissed the claims of Ms. Wang and Tian Jiu in June 2014, ordering them to bear the legal costs of the proceedings[96]. - The Supreme Court of the PRC revoked the Hubei Court Judgment on January 13, 2015, declaring the Contended Agreements void and recognizing a sale and purchase agreement valued at HK$1,156 million as the actual agreement[96]. - In May 2015, Ms. Wang and Tian Jiu filed legal proceedings against the Ministry of Commerce (MOFCOM) for failing to handle their application to revoke the approval related to the Contended Agreements[101]. - The Beijing Court ordered MOFCOM to reconsider the Application within 30 days on January 8, 2016[101]. - MOFCOM confirmed on May 19, 2016, that its approval from November 2007 regarding the Contended Agreements would not be revoked, citing potential serious damage to public interest[102]. - The Beijing Court dismissed the application by Ms. Wang and Tian Jiu to revoke MOFCOM's Decision on April 18, 2017, stating it lacked legal and factual basis[104]. - Ms. Wang and Tian Jiu filed an appeal against the Beijing Court's judgment on May 10, 2017, seeking to set aside the judgment and revoke MOFCOM's approval[105]. - The Company was awarded damages totaling RMB 510,000,001 from Ms. Wang and Tian Jiu due to their breach of the SPA regarding the acquisition of Baisazhou Agricultural[115]. - The Supreme Court dismissed the appeal of Ms. Wang and Tian Jiu, upholding the 23 December Judgment, which confirms the Company's ownership of Baisazhou Agricultural[112]. - The Company continues to be the legal owner of Baisazhou Agricultural according to the judgments issued by the Supreme Court[113]. Employee Information - The Company has 1,125 employees as of 30 September 2021, a decrease from 1,151 employees on 31 March 2021[119]. - Approximately 98% of the Group's employees are located in the PRC[119]. Corporate Governance - The Company has maintained high standards of corporate governance, ensuring transparency and accountability throughout the reporting period[130]. - The Group's management system and information technology infrastructure are well-advanced, supporting its nationwide agricultural produce exchange network[123]. - The Group has limited resources allocated to e-commerce development, focusing on cost control while exploring partnerships in this area[54]. - The Group has implemented policies to mitigate cyber risks and data fraud, ensuring that access to data is restricted to authorized personnel only[61]. Shareholding Structure - Mr. Tang holds 7,450,095,747 shares, representing approximately 74.85% of the total issued shares of the company[142]. - Easy One has an interest in 2,137,700,062 shares, accounting for 21.47% of the total issued shares[156]. - Goal Success is a beneficial owner of 5,312,395,685 shares, which is 53.37% of the total issued shares[156]. - Biomore Investments, Total Smart, and WYT each have an interest in 5,312,395,685 shares, representing 53.37% of the total issued shares[156]. - The company disclosed that 810,322,940 shares of WYT were held by Rich Time, and 11,400,000,000 shares of WOP were held by Earnest Spot Limited[151]. - The total number of shares involved in Mr. Tang's interests in associated corporations is 7,780,645,772 shares, which is approximately 46.71%[148]. - The company has a significant concentration of ownership, with major shareholders controlling over 50% of the total shares[156]. Future Outlook - The Group is expanding operations in China through an "asset light" strategy, confident that this approach will yield long-term benefits for the Company and its shareholders[126]. - The "Belt and Road Initiative" is expected to drive overall growth in the PRC economy, providing sustainable development opportunities[125]. - The PRC central government's agricultural development remains a top priority, with the 2021 "No. 1 Central Document" promoting investments in agricultural produce markets and logistics infrastructure[125].
中国农产品交易(00149) - 2021 - 年度财报
2021-07-26 10:12
中國農產品交易 CHINA AGRI-PRODUCTS EXCHANGE (Incorporated in Bermuda with Imited liability) (於百慕達註冊成立之有限公司) Stock Code 股票代號:0149 Dedicated to developing Agriculture Sincere in serving Agriculture 3年第 WNE 2 6 12 42 48 72 | --- | --- | --- | |-------------------------------------------------------------|-------|--------------------------------------------------------------------------------------------------| | | | | | | | | | CONTENTS 目錄 | | | | Corporate Information 公司資料 | | | | Chairman's Statement 主席報告 | | | | M ...
中国农产品交易(00149) - 2021 - 中期财报
2020-12-21 08:36
農 產品交易 成 china agri-products exchange (Incorporated in Bermuda with Imited liability) (於百慕達註冊成立之有限公司) Stock Code 股票代號:0149 | 彩 8 wo © Dedicated to developing Agriculture Sincere in serving Agriculture n, 66x 發電 wk1 套應機 2020 INTERIM REPORT 中期報告 CONTENTS 目錄 Page 頁次 Corporate Information 公司資料 2 Interim Dividend 中期股息 4 Management Discussion and Analysis 管理層討論及分析 4 Corporate Governance and Other Information 企業管治及其他資料 22 Independent Review Report 獨立審閱報告 28 Condensed Consolidated Statement of Profit or Loss and Ot ...
中国农产品交易(00149) - 2020 - 年度财报
2020-07-22 08:44
Financial Performance - The Group recorded a turnover of approximately HK$1,091 million for the fifteen months ended March 31, 2020, compared to approximately HK$779 million for the twelve months ended December 31, 2018, representing a significant increase[17]. - The Group achieved a profit attributable to owners of the Company of approximately HK$6 million during the same period, a turnaround from a loss of approximately HK$213 million in the previous year[17]. - Gross profit for the Period was approximately HK$539 million, an increase of approximately 38% from HK$391 million in the previous year[67]. - Segment result increased by approximately 67% to approximately HK$332 million compared to HK$199 million in the last financial year[67]. - Other revenue and other net income decreased to approximately HK$20 million from HK$21 million in the previous year, mainly due to a decrease in management fee income[69]. - General and administrative expenses were approximately HK$207 million, remaining similar to the previous year despite the extra three months of reporting data[72]. - The profit attributable to owners of the Company was approximately HK$6 million, a significant recovery from a loss of approximately HK$213 million in the last financial year[75]. - Net gain in fair value of investment properties was approximately HK$149 million, a substantial increase from HK$5 million in the previous year[73]. Market Operations - The Group's agricultural produce exchange markets maintained stable operations during the COVID-19 pandemic, with the Wuhan Baisazhou Market recognized for its contributions to supply guarantee in Wuhan[25]. - The Group operates a total of 11 agricultural produce exchange markets across various provinces in Mainland China, including Hubei, Henan, and Jiangsu[24]. - The operation performance of Luoyang Market improved, with an operation turnover increase of approximately 34% compared to the last financial year of 2018[97]. - Puyang Market recorded an increase of approximately 113% in turnover compared to the last financial year of 2018[101]. - Yulin Market achieved a revenue growth of approximately 7% for the period compared to the last financial year of 2018[107]. - Qinzhou Market saw an increase of approximately 45% in operation turnover compared to the last financial year of 2018[110]. - The COVID-19 outbreak significantly affected the market performance of Wuhan Baisazhou Market in early 2020, but the market fully resumed normal operation by late April 2020[86]. - The trading volume and income of the markets have gradually returned to normal levels as the epidemic began to be under control[137]. Strategic Developments - Wai Yuen Tong Medicine Holdings Limited became a controlling shareholder with a 53.37% interest in the Company following a partial share offer that closed in February 2020[19]. - The completion of the partial share offer allows the Group to generate synergies with the controlling shareholder in terms of assets and businesses, enhancing its market position[19]. - The Group aligned its financial year-end date with the holding company to reduce expenses related to the preparation of separate financial statements[19]. - The Group is actively enhancing environmental safety standards and has implemented a strong electricity monitoring alert system in its markets[33]. - The Group is developing an omnichannel operation model, integrating online and offline business activities, with e-commerce initiatives piloted at the Wuhan Baisazhou Market[34]. - The Group plans to establish fresh food retail specialty stores in agricultural produce exchange markets and has opened franchise stores on e-commerce platforms to integrate physical and virtual retail businesses[36]. - The Group aims to explore business opportunities in the ASEAN region in response to the PRC government's Belt and Road Initiative[46]. - The Group's focus on integrating e-commerce with traditional wholesale markets is expected to drive growth in the agricultural produce sector[36]. Operational Efficiency - The asset-light operation model has begun to yield positive results, with the Suizhou Market serving as a benchmark project for this strategy[31]. - The Group continues to strengthen cost control and enhance operational efficiency while diversifying its business to increase income sources[32]. - The Group's markets are strategically located in key regions, linking southern and northern China, which supports its logistics and supply chain operations[24]. - The Group's operational strategy includes optimizing asset allocation and seeking diversified development in related business segments to enhance efficiency[39]. - The Group is diversifying its revenue sources by transitioning from a wholly-owned operation model to a partnership model, enhancing its management services[83]. Financial Position - As of March 31, 2020, the Group had total cash and cash equivalents of approximately HK$340 million, down from approximately HK$488 million as of December 31, 2018[151]. - Total assets were approximately HK$5,139 million, a decrease from approximately HK$5,604 million as of December 31, 2018, while net assets were approximately HK$1,485 million, down from approximately HK$1,595 million[151]. - The Group's gearing ratio as of March 31, 2020, was approximately 1.0, consistent with the ratio as of December 31, 2018[151]. - Total interest-bearing debts amounted to approximately HK$1,811 million, a decrease from approximately HK$2,085 million as of December 31, 2018, representing about 35% of total assets[151]. - The Group issued Convertible Notes with an outstanding principal amount of HK$264.8 million as of March 31, 2020, with no conversions into shares during the period[151]. - The Group's Listed Notes in the principal amount of HK$290 million remained outstanding as of March 31, 2020, under a medium-term note program established in May 2014[151]. Legal and Compliance - The Group has engaged independent environmental consultants for environmental impact assessments, ensuring compliance with PRC environmental laws[174]. - The Group complied with relevant laws and regulations during the period, including the Listing Rules and the Securities and Futures Ordinance[175]. - The Group continues to monitor new laws and regulations affecting its operations and provides relevant training to employees[177]. - The company has complied with all relevant environmental laws and regulations in China, with no significant adverse environmental liabilities reported to date[176]. Employee and Management - As of March 31, 2020, the Group had 1,171 employees, a decrease from 1,229 employees as of December 31, 2018, with approximately 98% located in the PRC[195]. - The Group's remuneration policy is periodically reviewed, and no share options were granted during the reporting period[195]. - The Company continues to focus on recruiting and retaining competent individuals committed to its long-term success and growth[195]. Impact of COVID-19 - The outbreak of COVID-19 has caused adverse impacts on the performance of agricultural produce exchange markets, especially during early 2020[200]. - Various contingency health and hygiene measures have been implemented to ensure the health and safety of employees, tenants, and visitors[200]. - Most agricultural produce exchange markets have continued to operate despite the challenges posed by the pandemic[200].
中国农产品交易(00149) - 2019 - 年度财报
2019-04-26 08:57
Financial Performance - The company reported a revenue of approximately HKD 779 million for the year ended December 31, 2018, a decrease from HKD 790 million in 2017, attributed to effective cost control measures[7]. - The operating profit before fair value changes and impairments improved from approximately HKD 74 million in 2017 to about HKD 127 million in 2018, reflecting a significant operational efficiency[7]. - The company recorded a loss attributable to owners of the company of approximately HKD 213 million, compared to a loss of HKD 341 million in 2017, indicating a 37.5% improvement in losses year-over-year[7]. - The company recorded a revenue of approximately HKD 779 million, a decrease of about 1% compared to the previous fiscal year of approximately HKD 790 million, primarily due to a reduction in confirmed property sales[21]. - Gross profit and segment results were approximately HKD 391 million and HKD 199 million, respectively, representing increases of about 15% and 11% compared to the previous fiscal year[23]. - Other income and net income amounted to approximately HKD 21 million, an increase from HKD 15 million in the previous year, mainly due to rising interest income[24]. - General and administrative expenses were approximately HKD 235 million, a decrease from HKD 239 million in the previous year, attributed to cost-saving measures[25]. - The company reported a net loss attributable to owners of approximately HKD 213 million, an improvement from a loss of HKD 341 million in the previous fiscal year[29]. - The fair value net gain from investment properties was approximately HKD 5 million, a decrease from HKD 52 million in the previous year, primarily due to declines in fair value at specific markets[27]. Market Operations - The company is managing a total of 11 agricultural product trading markets across various cities in China, including Wuhan and Xuzhou, enhancing its market presence[10]. - A pilot delivery service was launched in collaboration with an e-commerce company at the Wuhan Baishazhou Agricultural Products Trading Market, aiming to enhance revenue streams[13]. - The company has established a joint venture for the Suizhou Baishazhou Agricultural Products Trading Market, which is expected to contribute revenue in the future[12]. - Wuhan Baishazhou Market's revenue significantly increased due to rent adjustments, establishing a strong reputation among customers and tenants[33]. - Huangshi Market generated approximately HKD 16,000,000 in revenue, maintaining stability compared to the previous fiscal year[35]. - Yulin Market's revenue grew by about 27%, with property sales rising from approximately HKD 298,000,000 to about HKD 394,000,000[42]. - Qinzhou Market's operating revenue increased by approximately 18% compared to the previous fiscal year[45]. - Xuzhou Market's revenue was approximately HKD 46,000,000, remaining stable compared to the previous fiscal year[46]. - Luoyang Market turned a profit in 2018, contributing positively to the group's overall performance[38]. - Puyang Market's revenue increased by approximately 22% compared to the previous fiscal year[39]. - Suizhou Market is in the early development stage, focusing on fruit and vegetable trading[36]. Strategic Initiatives - The company has initiated a light-asset operation model, reducing capital pressure during business expansion and improving operational efficiency[12]. - The company is actively enhancing environmental safety standards by upgrading the electric monitoring and early warning systems across its trading markets[14]. - The "Belt and Road" initiative has strengthened business exchanges between mainland China and countries along the route, promoting agricultural product trade[9]. - The company is responding to national policies by integrating e-commerce channels to increase revenue sources, aligning with the government's agricultural e-commerce strategy[13]. - The company is actively seeking opportunities to expand its wholesale market connections with ASEAN regions to enhance domestic and international sales of agricultural products[15]. - The company is diversifying its revenue sources by adopting a light asset model and providing management services[31]. - The company aims to expand its market presence through partnerships and new market developments in various regions[31]. - The group has strategically entered the food and agricultural procurement business, launching its first pilot in Wuhan, with strong market demand observed[53]. Financial Position and Debt Management - As of December 31, 2018, the group's cash and cash equivalents totaled approximately HKD 488 million, down from HKD 514 million in 2017[55]. - Total assets and net asset value as of December 31, 2018, were approximately HKD 5.604 billion and HKD 1.595 billion, respectively, compared to HKD 6.111 billion and HKD 1.958 billion in 2017[55]. - The group's debt-to-asset ratio was approximately 37% as of December 31, 2018, down from 42% in 2017[56]. - The total interest-bearing debt amounted to approximately HKD 2.085 billion as of December 31, 2018, a decrease from HKD 2.553 billion in 2017[61]. - The group has outstanding convertible bonds with a principal amount of HKD 264.8 million as of December 31, 2018[57]. - The group has unfulfilled capital commitments of approximately HKD 214 million as of December 31, 2018, down from HKD 260 million in 2017[58]. - The company is negotiating with multiple banks to secure necessary financing to meet its operational and financial needs[65]. - The company is actively seeking opportunities to enhance its financial position through refinancing, extending borrowings, and/or fundraising[196]. Legal and Compliance Matters - The company continues to hold a 70% interest in the Bai Sha Zhou Agricultural Products, as confirmed by the Beijing High Court ruling on December 20, 2018, which dismissed appeals from Ms. Wang and Tian Jiu[77]. - The approval granted by the Ministry of Commerce in 2007 regarding the disputed agreement remains valid and cannot be revoked, as per the decision made on May 19, 2016[77]. - The company is actively pursuing all necessary legal actions in response to the Beijing ruling, as advised by its legal counsel[77]. - The company has faced multiple legal challenges regarding the ownership of Bai Sha Zhou Agricultural Products, with the latest ruling affirming its legal and beneficial ownership[77]. - The company has incurred legal costs related to the ongoing litigation, which may impact future financial performance[74]. - The company plans to continue its operations and maintain its interests in the agricultural sector despite the ongoing legal disputes[77]. - The company is committed to addressing the implications of the court rulings on its business strategy and operations moving forward[77]. - The company has been involved in various legal proceedings since 2015, indicating a prolonged dispute over ownership and operational control of Bai Sha Zhou Agricultural Products[74]. Environmental and Social Responsibility - The company is committed to integrating environmental, social, and governance (ESG) matters into its business strategy for sustainable development[104]. - The company has developed a strong e-commerce network to connect online and offline agricultural trading market customers[104]. - The company has implemented internal policies to monitor environmental performance and manage climate change risks[104]. - The company emphasizes data security and has policies in place to protect against data fraud risks[104]. - The company values stakeholder engagement to identify and manage ESG-related risks and opportunities[104]. - The total greenhouse gas emissions amounted to 23,675 tons of CO2 equivalent, with direct emissions (Scope 1) at 2,874 tons and indirect emissions (Scope 2) at 20,801 tons[110]. - The emission intensity was reported at 0.03 tons of CO2 equivalent per thousand HKD in revenue[110]. - The company generated 4.22 kg of sulfur oxides, 124.09 kg of nitrogen oxides, and 10.85 kg of particulate matter during the reporting period[110]. - The total amount of non-hazardous waste produced by the company was 60,260 tons in 2018[114]. - The company has complied with Chinese environmental laws, including the Environmental Protection Law and the Air Pollution Prevention Law, with no significant fines reported for non-compliance[113]. - The company has implemented measures to reduce air pollutants and waste generation, including signing a carbon reduction charter[111]. - The company’s operations have not resulted in any hazardous waste generation during the reporting period[114]. - The company ensures that wastewater meets the "Comprehensive Wastewater Discharge Standards" before being discharged into treatment facilities[115]. - The company has established a waste management system, including designated waste collection points and regular cleaning contracts[114]. - The company has committed to environmental impact assessments prior to construction and production activities[111]. - Total water consumption in 2018 was 2,201,091 tons, with a water intensity of 3.0 tons per thousand HKD revenue, an increase from 2.83 tons in 2017[119]. - Total energy consumption in 2018 was 184.55 MJ per thousand HKD revenue, up from 180.02 MJ in 2017[119]. - The group implemented water-saving measures, achieving a monthly water saving of 500 tons by adjusting toilet flushing frequency[121]. - The group plans to install solar street lights in 2019 to further reduce electricity consumption[122]. - The group replaced halogen bulbs with LED lighting in public areas to save energy[122]. Employee and Governance Practices - The company employed 1,229 employees as of December 31, 2018, a decrease from 1,355 employees in 2017, with approximately 98% located in China[78]. - Employee turnover rate in 2018 was approximately 32%, with a new hire rate of about 24%[133]. - The gender distribution of employees was approximately 58% male and 42% female[126]. - The company provided a total of 11,196 training sessions for employees during the year, with a breakdown of 10,206 hours for male employees and 6,587 hours for female employees[151][152]. - The company has implemented a safety training program, providing a total of 2,817 hours of safety training to employees in the year[157]. - There were no reported incidents of work-related deaths or occupational diseases during the reporting period[155]. - The company is committed to providing a diverse and equitable work environment, prohibiting discrimination based on race, gender, age, or religion[146]. - The company has implemented policies to ensure employees have a work-life balance, including sufficient rest time and vacation days[148]. - The company has established an accident reporting procedure to manage and improve responses to occupational health and safety incidents[154]. - The company donated approximately HK$377,056 to community organizations in Hong Kong and China in 2018, representing a 28% increase from the previous year[166]. Corporate Governance - The board consists of three executive directors and three independent non-executive directors, ensuring a balanced skill set and experience necessary for the company's business needs[174]. - The company has adopted a code of conduct for securities transactions by directors, which complies with the standards set out in the Listing Rules[174]. - The board held a minimum of four meetings in the year and has established a list of matters reserved for its review and approval[176]. - All independent non-executive directors are appointed for a term of three years, ensuring their independence and objectivity in decision-making[176]. - The company actively encourages employee participation in community service activities, enhancing its corporate social responsibility initiatives[166]. - The board is committed to maintaining high levels of corporate governance, ensuring accountability and transparency among stakeholders[169]. - The company regularly reviews its corporate governance practices to ensure compliance with the Corporate Governance Code[176]. - The board has delegated general powers to management for the daily administration and operations of the group[176]. - The company has implemented a diversity policy to ensure a balanced representation of skills and experience on the board[176]. - The company achieved a 99.99% approval rate for all resolutions presented at the 2018 Annual General Meeting[178]. - The board of directors held four regular meetings during the review year, with attendance rates documented[182]. - The remuneration committee convened three times during the review year, with all members present at each meeting[183]. - The company emphasizes continuous professional development for all directors, ensuring they are updated on corporate governance and regulatory changes[181]. - The chairman and CEO, Mr. Chen, oversees overall corporate planning and strategy, enhancing operational efficiency in a dynamic business environment[180]. - The company plans to review its governance practices to ensure alignment with best interests and compliance with corporate governance codes[180]. - The remuneration committee is responsible for establishing transparent remuneration policies for directors and senior management[183]. - The company has committed to diversity in its board composition, considering various factors such as gender and professional experience[183]. - The company will disclose the results of its governance reviews annually in its corporate governance report[184]. Risk Management - The company has established and maintained an effective risk management and internal control system, reviewed annually[197]. - The risk management framework includes risk identification, assessment, monitoring, and control activities involving all levels of staff[198][200]. - The audit committee reviewed the accounting principles and practices adopted by the company and was satisfied with the effectiveness of the internal audit function[195][196]. - The company aims to provide reasonable assurance against material misstatements or losses, rather than absolute assurance[197]. - The board and audit committee will review any changes in significant risks faced by the group[200]. - The company is committed to maintaining a robust risk management culture and environment[198].