Financial Position - As of June 30, 2023, the net current assets amounted to approximately HKD 37,930,000, compared to a net current liability of approximately HKD 11,996,000 as of December 31, 2022[1]. - As of June 30, 2023, total assets amounted to HKD 181,700,000, an increase from HKD 137,573,000 as of December 31, 2022[27]. - The company’s equity attributable to owners was HKD 179,100,000, up from HKD 134,804,000 as of December 31, 2022[27]. - Total liabilities decreased significantly to HKD 26,717,000 from HKD 70,123,000 in the previous year, indicating improved financial health[68]. - The company’s liabilities related to convertible bonds decreased from HKD 41,798,000 to HKD 12,570,000, indicating a reduction in debt obligations[68]. - The company reported a debt-to-equity ratio of approximately 15%, a significant decrease from 51% as of December 31, 2022[170]. Revenue and Profitability - The group reported a profit of HKD 65,000 for the period, compared to a loss of HKD 32,928,000 in the previous period[24]. - Total revenue for the six months ended June 30, 2023, was HKD 78,098,000, representing a 66.5% increase from HKD 46,949,000 in the same period of 2022[44]. - For the six months ended June 30, 2023, the company reported charter income of HKD 48,969,000, a significant increase of 105.5% compared to HKD 23,820,000 for the same period in 2022[44]. - The telecommunications segment generated revenue of approximately HKD 29,129,000, up 162% from HKD 11,129,000 in the prior year[138]. - Gross profit increased to approximately HKD 22,289,000, a significant rise of 667% from a gross loss of HKD 3,929,000 in the same period last year[117]. Share Capital and Equity - The total number of issued shares as of June 30, 2023, was 1,994,975,244 shares[1]. - The company has conditionally agreed to acquire the entire issued share capital of Tinytiger for a total consideration of HKD 99,800,120, involving the issuance of 494,060,000 shares[3]. - The company has expanded its equity holdings to approximately 70.09%[182]. - The company has a significant shareholding structure, with Mr. Peng owning 1,744,442,000 shares, representing 87.44% of the total shares[161]. Cash Flow and Liquidity - Net cash used in operating activities for the six months ended June 30, 2023, was HKD 3,228,000, an improvement from HKD 19,092,000 in the prior year[199]. - Cash and cash equivalents increased by HKD 1,103,000 during the six months ended June 30, 2023, compared to a decrease of HKD 21,788,000 in the same period of 2022[199]. - Cash and cash equivalents at the beginning of the period were HKD 18,087,000, down from HKD 53,378,000 in the previous year[199]. - Cash and cash equivalents at the end of the period were HKD 19,190,000, compared to HKD 31,590,000 at the end of the same period in 2022[199]. Operational Performance - The company reported miscellaneous income of HKD 1,359,000 for the six months ended June 30, 2023, down from HKD 2,573,000 in the same period of 2022[64]. - The company has maintained a consistent workforce of 54 full-time employees in Hong Kong and China as of June 30, 2023[176]. - The company has not granted, exercised, canceled, or lapsed any share options under the 2018 share option scheme during the review period[21]. - The company has not provided regional revenue breakdowns due to the nature of its multinational operations[69]. Compliance and Governance - The company has adopted new and revised Hong Kong Financial Reporting Standards, which did not have a significant impact on the interim financial statements[43]. - The company has adopted a standard code of conduct for securities trading, with all directors confirming compliance during the review period[158]. - The company has engaged an external firm for internal audit functions to enhance risk management and internal control systems[181]. - The company has disclosed related party transactions in accordance with the listing rules, ensuring compliance with Chapter 14A[167].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不會就本公告全部或任何 部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 ASIA ENERGY LOGISTICS GROUP LIMITED 亞 洲 能 源 物 流 集 團 有 限 公 司 （於香港註冊成立之有限公司） （股份代號：351） 截至二零二三年六月三十日止六個月中期業績公告 業績 亞洲能源物流集團有限公司（「本公司」）董事（「董事」）會（「董事會」）公佈本公司及 其附屬公司（「本集團」）截至二零二三年六月三十日止六個月之未經審核綜合業績， 連同上年同期比較數字如下： ...

Financial Performance - The group recorded revenue of approximately HKD 67,567,000 in the shipping and logistics business, an increase of about 47% compared to HKD 46,002,000 in the previous year[8]. - Gross profit in the shipping and logistics segment was approximately HKD 16,251,000, a significant increase of about 406% from a gross loss of HKD 5,314,000 in the previous year[8]. - The telecommunications segment generated revenue of approximately HKD 38,966,000, representing an increase of about 108% from HKD 18,706,000 in the previous year[9]. - The group’s total revenue from continuing operations was approximately HKD 106,533,000, a 65% increase from HKD 64,708,000 in the previous year[18]. - The group reported a loss from continuing operations of approximately HKD 58,899,000, an increase of about 10% compared to HKD 53,440,000 in the previous year[18]. - The gross profit in the telecommunications segment was approximately HKD 2,557,000, an increase of about 49% from HKD 1,715,000 in the previous year[9]. Business Outlook - The company expects positive contributions from the shipping and logistics business in the coming year due to new charter agreements with significantly increased rates[13]. - The company is closely monitoring market conditions for potential acquisitions of dry bulk vessels, with ship prices having increased over 20% since 2021[13]. - The company continues to seek suitable investment opportunities that will create synergies with existing businesses and provide positive contributions[15]. - The company plans to further purchase vessels or explore potential business developments, with HKD 17,000,000 remaining for this purpose as of December 31, 2022[43]. Financial Position - As of December 31, 2022, the company had cash and bank balances of approximately HKD 18,087,000, down from approximately HKD 53,378,000 in 2021[29]. - The total equity attributable to the owners of the company was approximately HKD 134,804,000, a decrease from approximately HKD 193,018,000 in 2021[29]. - The current ratio was approximately 82% as of December 31, 2022, significantly down from approximately 430% in 2021[29]. - The debt-to-equity ratio was approximately 51% as of December 31, 2022, compared to approximately 28% in 2021[29]. - The company had no capital commitments as of December 31, 2022, consistent with 2021[25]. - The company had no contingent liabilities as of December 31, 2022, unchanged from 2021[28]. - The company raised approximately HKD 222,000,000 from subscription activities, with HKD 205,000,000 already utilized by the end of 2022[43]. - The company issued a total of 1,100,000,000 shares at a subscription price of HKD 0.16 per share, raising net proceeds of approximately HKD 172,930,000[32]. - The group had no bank loans or other borrowings as of December 31, 2022, except for convertible bonds and other borrowings[75]. - The group’s reserves available for distribution to shareholders were nil as of December 31, 2022[71]. Employee and Operational Insights - The total employee cost for the year ended December 31, 2022, was approximately HKD 25.4 million, an increase from HKD 24.8 million in the previous year[48]. - The group employed 54 full-time employees as of December 31, 2022, up from 41 in the previous year[48]. - The company is committed to environmental sustainability and has adopted green policies in its operations, as detailed in the Environmental, Social, and Governance report[49]. - The group did not declare any interim or final dividends for the year ended December 31, 2022[67]. - The largest customer accounted for approximately 63.4% of the group's revenue, while the top five customers represented about 87.6% of total revenue[76]. - The group’s major suppliers accounted for less than 30% of the cost of sales collectively[77]. Governance and Compliance - The group has established systems and procedures to ensure compliance with relevant laws and regulations affecting its operations[66]. - The company has adhered to applicable corporate governance codes and principles during the review period, with some deviations noted[121]. - There have been no significant violations of applicable laws and regulations reported during the review period[123]. - The auditor, Zhongzhengzhong (Hong Kong) CPA Limited, has audited the consolidated financial statements for the year ending December 31, 2022[124]. - The company has implemented measures to mitigate potential risks arising from the new Foreign Investment Law[115]. - The agreements may face scrutiny from Chinese tax authorities, which could lead to transfer pricing adjustments and additional taxes[115]. Board and Management Structure - The CEO position has been vacant since March 2009, with responsibilities managed by other executive directors, which has not significantly impacted the group's operations[129]. - The company is committed to a flexible business model and prudent risk management to maintain long-term profitability and asset growth[130]. - The board consists of three executive directors and three independent non-executive directors, with no significant relationships among them[131]. - The board held 8 meetings and 1 annual general meeting during the review year, with full attendance from executive directors[139]. - The company encourages continuous professional development for directors, providing training records for each director[147]. - Monthly management reports are provided to all directors regarding the company's performance and outlook[148]. - The Audit Committee held 4 meetings during the review period, with all members attending all meetings[160]. - The Nomination Committee held 1 meeting during the review period, with full attendance from its members[165]. - The Remuneration Committee held 1 meeting during the review period, with all members present[170]. - The Executive Committee held 2 meetings during the review period, with all members attending all meetings[175]. - The company has established a clear division of responsibilities between the Chairman and the CEO[149]. Risk Management and Internal Controls - The company has adopted a risk management system that includes risk identification, assessment, and management, with no significant risks identified for the fiscal year ending December 31, 2022[183]. - The internal control system aligns with the COSO 2013 framework, ensuring operational effectiveness, reliable financial reporting, and compliance with applicable laws[184]. - The board reviews the effectiveness of the risk management and internal control systems annually, considering changes in risk nature and management's response capabilities[189]. - The company has engaged an external firm for internal audit functions, ensuring independence from daily operations and regular assessments of risk management systems[188]. - The company has implemented measures to ensure the accuracy, completeness, and timeliness of disclosed information, with no significant control deficiencies found during internal reviews[187]. Shareholder Communication - The company has adopted a shareholder communication policy to ensure shareholder opinions and concerns are properly addressed[199]. - The company conducts biannual financial performance reports to shareholders and maintains regular communication with investors[199]. - Shareholders holding at least 5% of total voting rights can request a general meeting through a written request[200]. - The board must convene the general meeting within 21 days of receiving the request, and it must occur no later than 28 days after the notice is issued[200].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不會就本公告 全部或任何部份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責 任。 ASIA ENERGY LOGISTICS GROUP LIMITED 亞 洲 能 源 物 流 集 團 有 限 公 司 （於香港註冊成立之有限公司） （股份代號：351） 截 至 二 零 二 二 年 十 二 月 三 十 一 日 止 年 度 年 度 業 績 公 告 業績 亞洲能源物流集團有限公司（「本公司」）董事（「董事」）會（「董事會」）公佈本公司 及其附屬公司（「本集團」）截至二零二二年十二月三十一日止年度之經審核綜 合業績，連同上年同期比較數字如下： 綜合全面收益表 截至二零二二年十二月三十一日止年度 二零二二年 二零二一年 附註 千港元 千港元 ...

Financial Performance - The group recorded an unaudited revenue of approximately HKD 34,949,000 for the review period, representing a 42% increase compared to HKD 24,674,000 for the same period last year[16]. - The group incurred a loss from continuing operations of approximately HKD 32,928,000, which is a 62% increase from HKD 20,357,000 in the previous year[18]. - The group’s gross loss was approximately HKD 3,929,000, with total revenue of about HKD 23,820,000, reflecting a 1% decrease compared to HKD 23,939,000 in the previous year[9]. - For the six months ended June 30, 2022, the company reported revenue of HKD 34,949,000, an increase from HKD 24,674,000 in the same period of 2021, representing a growth of approximately 41.5%[81]. - The cost of services for the same period was HKD 38,035,000, up from HKD 22,888,000 in 2021, leading to a gross loss of HKD 3,086,000 compared to a gross profit of HKD 1,786,000 in the previous year[81]. - The company reported a total comprehensive loss of HKD 34,043,000 for the six months ended June 30, 2022, compared to a loss of HKD 20,899,000 in the same period of 2021, representing a 62.8% increase in losses[84]. - The loss attributable to the owners of the company from continuing operations was HKD 32,037,000, compared to HKD 19,894,000 in the previous year, indicating a 60.8% increase[87]. - Basic and diluted loss per share from continuing operations was HKD 1.89, up from HKD 1.17 in the prior year, reflecting a 61.5% increase[87]. Revenue Segmentation - The SMS business acquired in May 2021 contributed approximately HKD 11,129,000 in revenue during the review period, compared to HKD 735,000 in the previous year[11]. - Telecommunications service revenue reached HKD 11,129,000, significantly up from HKD 735,000 in the previous year, marking a growth of 1415.4%[108]. - The shipping and logistics segment generated revenue of HKD 23,820,000, slightly down from HKD 23,939,000 in the previous year, reflecting a decrease of 0.5%[108]. Assets and Liabilities - The company’s non-current assets decreased to HKD 155,351,000 as of June 30, 2022, from HKD 164,295,000 as of December 31, 2021, a decline of 5.4%[89]. - Current assets decreased to HKD 73,707,000 from HKD 90,388,000, representing a 18.5% decrease[89]. - The company’s total equity decreased to HKD 164,346,000 as of June 30, 2022, down from HKD 198,389,000 at the end of 2021, a decline of 17.2%[91]. - Total liabilities increased from HKD 64,712,000 to HKD 56,294,000, indicating a decrease of approximately 12.9%[126]. Cash Flow and Financing - The company’s net cash used in operating activities was HKD 19,092,000 for the six months ended June 30, 2022, compared to HKD 6,612,000 in the same period of 2021, indicating a significant increase in cash outflow[99]. - Cash and cash equivalents decreased to HKD 31,590,000 at the end of the period from HKD 69,987,000 at the beginning, a reduction of 54.8%[99]. - The company incurred a net cash outflow from investing activities of HKD 2,464,000, compared to HKD 1,315,000 in the previous year, indicating increased investment expenditures[99]. Share Capital and Convertible Bonds - The total number of issued shares as of June 30, 2022, was 1,694,975,244 shares[21]. - The outstanding principal amount of the 2019 convertible bonds was HKD 500,000 as of the mid-year report date[28]. - The company plans to issue convertible bonds with a principal amount of up to HKD 60,000,000, with an interest rate of 2.5% per annum[163]. - The company issued convertible bonds totaling HKD 48,000,000 in 2020, which remain outstanding[196]. Employee and Operational Metrics - Employee costs for the review period amounted to approximately HKD 11,772,000, slightly down from HKD 11,825,000 in the previous year[47]. - The company has 55 full-time employees as of June 30, 2022, an increase from 41 employees the previous year[47]. - The total remuneration for key management personnel (directors only) for the six months ended June 30, 2022, is HKD 2,490,000, compared to HKD 2,750,000 for the same period in 2021[178]. Governance and Compliance - The company has maintained compliance with corporate governance codes, with no significant impact on operations despite the CEO position remaining vacant since March 2009[58]. - The board of directors has not changed since the last annual report, ensuring stability in governance[59]. - The company has confirmed that all directors have complied with the standard code of conduct during the review period[61]. Market Conditions and Future Outlook - The market price of available ships has increased by over 50% since the beginning of 2021, with peaks exceeding 400%[56]. - The company is closely monitoring market conditions, including ship prices and available ports for crew changes, due to the impact of COVID-19 on the shipping industry[56]. - The company plans to use approximately HKD 24,000,000 of unutilized proceeds for general working capital instead of further vessel acquisitions due to market conditions and financial status[52].

Financial Performance - The group recorded revenue of approximately HKD 46,002,000 for the year, representing a 1% increase compared to HKD 45,651,000 in the previous year[10] - The group incurred a gross loss of approximately HKD 5,314,000, a decrease of about 315% compared to a gross profit of HKD 2,471,000 in the previous year[10] - The group reported revenue from continuing operations of approximately HKD 64,708,000 for the year, an increase of about 35% compared to HKD 47,904,000 in the previous year, primarily due to the acquisition of a messaging business[20] - The loss from continuing operations was approximately HKD 53,440,000, an increase of about 10% from HKD 48,452,000 in the previous year, attributed to increased crew and employee costs, maintenance costs, and financial costs[20] - The group recorded a total loss of approximately HKD 54,520,000, a decrease of about 149% compared to a profit of HKD 111,222,000 in the previous year, mainly due to the liquidation of certain subsidiaries[20] - The basic and diluted loss per share from continuing operations was HKD 0.0311, compared to HKD 0.0465 in the previous year[20] Business Operations - The telecommunications business contributed approximately HKD 18,706,000 in revenue and HKD 1,715,000 in gross profit during the year[11] - The group operates a fleet of two dry bulk carriers with a total capacity of approximately 64,000 deadweight tons, unchanged from the previous year[9] - Management anticipates positive contributions from the shipping and logistics business in the coming year due to expected higher charter rates for the vessels[16] - The group is in discussions with potential charterers regarding future leases for the two vessels, aiming for significantly increased rates[16] - The group has been exploring potential targets for acquiring additional vessels to enhance capacity[16] - The group completed the acquisition of a messaging business for HKD 10,000,000 in May 2021[11] - The group sold MV Asia Energy for USD 3,300,000 (approximately HKD 25,740,000) in January 2021, marking the end of its operations[15] Financial Position - The group held cash and bank balances of approximately HKD 53,378,000 as of December 31, 2021, down from HKD 76,754,000 in the previous year[25] - The current ratio was approximately 430%, down from 1,057% in the previous year, indicating a decrease in liquidity[25] - The debt-to-equity ratio was approximately 28%, an increase from 14% in the previous year, reflecting a rise in total liabilities relative to equity[25] Future Plans and Investments - The group plans to expand its fleet through acquisitions, which is expected to create synergies and positive contributions to existing operations[19] - The group has allocated HKD 33 million for further vessel purchases or potential business development, with HKD 17 million remaining as of December 31, 2021[57] - The group plans to utilize the remaining balance of the new proceeds by 2022, considering market conditions and acquisition opportunities[59] Regulatory and Compliance - The group has established systems and procedures to ensure compliance with relevant laws and regulations affecting its operations[77] - The company has adhered to the applicable corporate governance code and principles throughout the review year, with some deviations noted in the annual report[138] - The company has not been aware of any significant violations or non-compliance with applicable laws and regulations during the review year[135] Corporate Governance - The board currently consists of three executive directors and three independent non-executive directors, with specific details provided in the annual report[141] - The audit committee consists solely of independent non-executive directors, focusing on financial reporting, risk management, and internal controls[167] - The company has maintained high standards of corporate governance practices to protect shareholder interests and enhance group performance[138] Employee and Management Policies - The remuneration policy for employees and senior management is determined by the remuneration committee based on market benchmarks and individual performance[108] - The company has established a three-year service agreement with its directors, who are subject to re-election at the next annual general meeting[93] - The company has arranged appropriate directors and officers liability insurance for its directors and senior management[97] Risks and Challenges - The company faces several risks related to the contractual arrangements, including potential non-compliance with applicable Chinese laws[125] - The interpretation and implementation of the newly enacted Foreign Investment Law may create uncertainties affecting the company's current corporate structure and operations[125] - The company has not insured against the risks associated with the contractual arrangements and related transactions[125] Market Conditions - The group is closely monitoring market conditions, including vessel prices and crew change ports, due to the impact of COVID-19 on the shipping industry[59] - The group has identified potential targets for vessel acquisitions, but market prices for available vessels have fluctuated, increasing by over 90% and peaking at over 400% since the beginning of 2021[59]

2021 中期報告 ASIAENERGY Logistics 亞洲能源物流集團有限公司 ASIA ENERGY LOGISTICS GROUP LIMITED [ 於香港註冊成立之有限公司 } 股份代號 : 351 温合產品 FSC" C127090 目錄 | --- | --- | --- | --- | --- | --- | --- | |-------|--------------------------------------|-------|-------|-------|-------|-------| | 2 | | | | | | | | | 管理層討論與分析 | | | | | | | 2 4 | – 業務回顧 | | | | | | | 5 | – 前景 – 財務回顧 | | | | | | | 13 | – 僱員 | | | | | | | 13 | – 董事變動 | | | | | | | 14 | – 新增所得款項用途 | | | | | | | 16 | | | | | | | | 16 | 企業管治及其他資料 | | | | | | | 16 | – 企業管治 – 董事會 | ...

ASIAENERGY Logistics FSC" C004888 亞 洲 能 源 物 流 集 團 有 限 公 司 ASIA ENERGY LOGISTICS GROUP LIMITED ( 於香港註冊成立之有限公司 ) 股份代赋 : 351 年報 2020 器导演品 目錄 | --- | --- | |----------------------|-------| | | | | 公司資料 | 2 | | 管理層討論與分析 | 4 | | 董事簡歷 | 14 | | 董事會報告 | 16 | | 企業管治報告 | 24 | | 環境、社會及管治報告 | 41 | | 獨立核數師報告 | 63 | | 綜合全面收益表 | 69 | | 綜合財務狀況表 | 71 | | 綜合權益變動表 | 73 | | 綜合現金流量表 | 74 | | 綜合財務報表附註 | 76 | | 五年財務摘要 | 146 | | 詞彙 | 147 | 公司資料 | --- | --- | |--------------------------------------------------------------------|---- ...

Financial Performance - The group recorded revenue of approximately HKD 32,143,000 for the review period, an increase of about 7% compared to HKD 30,059,000 for the same period last year[7]. - The gross profit for the review period was approximately HKD 5,000,000, a decrease of about 4% from HKD 5,214,000 in the same period last year[9]. - The group incurred a loss from continuing operations of approximately HKD 42,982,000, an increase of about 123% compared to HKD 19,309,000 for the same period last year[20]. - The joint venture group recorded revenue of approximately HKD 22,600,000, a decrease of about 29% from HKD 31,955,000 in the same period last year[10]. - The loss per share for continuing operations was HKD 0.0867, compared to HKD 0.0389 as of June 30, 2019[23]. - The total loss attributable to the company's owners for the period ending June 30, 2020, was HKD 42,982,000[32]. - The company reported a loss attributable to shareholders of HKD 42,982,000 for the six months ended June 30, 2020[59]. - Basic and diluted loss per share from continuing operations was HKD 8.67, compared to HKD 3.89 in 2019[150]. - The total comprehensive loss for the period was HKD 39,987 million, a reduction from HKD 47,637 million in 2019[147]. Cash Flow and Liquidity - As of June 30, 2020, the group's bank and cash balance was approximately HKD 5,696,000, down from approximately HKD 8,414,000 as of December 31, 2019[23]. - The net cash used in operating activities was HKD (8,971,000), an improvement from HKD (11,187,000) in the same period of 2019[160]. - The net cash generated from investing activities was HKD 7,652,000, compared to a net cash used of HKD (16,306,000) in the prior year[160]. - The net cash used in financing activities was HKD (1,399,000), a significant decrease from HKD 17,502,000 in the previous year[160]. - The net current liabilities of the group were approximately HKD 254,445,000 as of June 30, 2020, indicating significant uncertainty regarding the group's ability to continue as a going concern[166]. - The company continues to assess its cash flow forecasts and believes it has sufficient working capital to meet its financial obligations for the next twelve months[2]. Debt and Equity - The group's debt-to-equity ratio as of June 30, 2020, was approximately 148%, an increase from approximately 127% as of December 31, 2019[23]. - The total number of issued shares as of June 30, 2020, was 495,975,244 shares[24]. - If all GIC convertible bonds are converted at the conversion price of HKD 0.375, GIC would receive 266,666,666 shares, representing approximately 34.97% of the total issued shares[32]. - The company redeemed HKD 107,500,000 of the GIC convertible bonds along with all accrued interest on July 15, 2020[35]. - The company plans to issue a total of 493,562,231 shares upon full conversion of the 2018 convertible bonds, equivalent to 98,712,446 shares after the share consolidation[36]. - Major shareholder Mr. Wang Jian Ting held 455,297,032 shares, representing 18.36% of the issued shares prior to the conversion of the 2018 convertible bonds[43]. - Public shareholders held 2,024,579,191 shares, accounting for 81.64% of the issued shares before the conversion[43]. - After the conversion of the 2018 convertible bonds, the public shareholders' stake would decrease to approximately 75.74%[43]. Operational Developments - The group plans to continue seeking investment opportunities to expand its fleet and other suitable investments that will create synergies with existing operations[19]. - The group’s dry bulk fleet consists of three vessels with a total capacity of approximately 92,000 deadweight tons, unchanged from the previous year[6]. - The group’s two owned vessels are under charter contracts that will continue until 2022, providing a stable revenue stream[19]. - The group has postponed the acquisition of two additional vessels until the financial situation improves and the shipping market stabilizes[10]. - The impact of COVID-19 has led to a decrease in cargo volume, contributing to the increased losses from the joint venture[10]. Corporate Governance - The company has maintained high standards of corporate governance and has complied with the corporate governance code throughout the reporting period[86]. - The board of directors has undergone changes, including the appointment of new independent non-executive directors in 2020[90]. - The company is committed to reviewing its current structure and will appoint a CEO when a suitable candidate is found[86]. - The internal audit function has been outsourced to a professional internal audit service provider, ensuring independent evaluation of risk management and internal controls[104]. - The company has confirmed that all directors have adhered to the standard code of conduct during the review period[101]. Share Options and Securities - The 2008 share option plan allows for a maximum of 10% of the company's issued share capital to be issued upon exercise of options granted under the plan[119]. - A total of 31,320,000 options were granted at an exercise price of HKD 1.680 per share, with 31,220,000 options accepted[121]. - As of June 30, 2020, there were no unexercised options remaining under the 2008 share option plan, down from 21,704,054 options as of December 31, 2019[127]. - The 2018 Share Option Scheme was adopted on August 20, 2018, with a term of ten years, allowing the company to grant options to selected participants, covering up to 10% of the total issued shares as of the adoption date[128]. - A total of 247,987,622 options were granted at an exercise price of HKD 0.0976 per share on August 29, 2018, all of which were accepted[132]. - As of June 30, 2020, a total of 97,325,048 options had been cancelled, with no options granted, exercised, or expired during the review period[138]. Other Financial Information - The company has no contingent liabilities as of June 30, 2020, consistent with the previous year[69]. - The company has no capital commitments as of June 30, 2020, unchanged from the previous year[70]. - The company has 18 full-time employees in Hong Kong as of June 30, 2020, compared to 17 as of December 31, 2019[72]. - The company did not declare or pay any dividends for the six months ended June 30, 2020, nor for the same period in 2019[192]. - The company has adopted new/revised Hong Kong Financial Reporting Standards effective from January 1, 2020, with no significant impact on the financial statements[175].

Discontinued Operations - The company completed the sale of its railway business on November 27, 2019, classifying it as a discontinued operation in the financial statements[6] - The railway business included a 121.7 km single-track railway connecting Tangshan and Chengde, with a construction plan originally set for completion by the end of 2010[7] - The company faced significant delays in railway construction due to unresolved compensation issues with mineral rights holders, which impacted financial resources and led to considerations of restructuring or selling interests in the railway company[8] - The conditional sale agreement for the entire issued share capital of China Railway was completed for RMB 1.00, approved by independent shareholders on November 11, 2019[11] Shipping and Logistics Business - The company began its shipping and logistics business through a joint venture in May 2010 and expanded its fleet with the purchase of three handy-sized bulk carriers[12] - The Baltic Dry Index (BDI) fell over 83% since September 2019 due to the ongoing US-China trade war and the COVID-19 pandemic, significantly increasing operational costs for shipping[12] - The joint venture group recorded revenue of approximately HKD 68,560,000, a decrease of about 15% compared to HKD 80,416,000 in 2018[13] - The group’s share of the joint venture loss was approximately HKD 17,712,000, improved from HKD 24,754,000 in 2018[13] - The group’s revenue for the year was approximately HKD 61,072,000, an increase of about 21% from HKD 50,669,000 in 2018[16] - The gross profit for the year was approximately HKD 8,082,000, a decrease of about 30% compared to HKD 11,496,000 in 2018[16] - The group’s loss for the year was approximately HKD 24,858,000, significantly improved from HKD 168,775,000 in 2018, representing an improvement of about 85%[19] - The group anticipates that its shipping and logistics business will continue to contribute positively in 2020, as all three vessels are under charter contracts until the end of 2020[18] - The group plans to seek opportunities for acquisitions of vessels with similar or different capacities to expand its fleet and enhance synergies with existing operations[18] Financial Performance - The group’s bank and cash balance as of December 31, 2019, was approximately HKD 8,414,000, down from HKD 18,456,000 in 2018[24] - The group had no bank loans or other borrowings as of December 31, 2019, compared to secured bank loans of approximately HKD 922,151,000 in 2018[25] - The asset-liability ratio as of December 31, 2019, was approximately 127%, up from 110% in 2018[25] - The company has a significant reliance on its shipping and logistics business, which exposes it to market volatility risks[34] - The company has no current hedging policies in place for financial risks such as credit risk, liquidity risk, interest rate risk, and currency risk[34] - The company plans to monitor shipping market conditions closely to mitigate the impact of market fluctuations on revenue[34] Convertible Bonds - The company has issued convertible bonds totaling HKD 100 million with GIC, which were approved by shareholders and completed in March 2018[35] - As of December 31, 2018, the net proceeds from the GIC convertible bonds amounted to approximately HKD 98.7 million[35] - The conversion price for the GIC convertible bonds was adjusted from HKD 0.8505 to HKD 0.375, allowing for the issuance of 266,666,666 shares, representing about 35.0% of the total issued shares as of December 31, 2019[39] - The company has extended the deadline for the 2018 convertible bond placement agreement to October 18, 2018, to meet certain conditions[46] - The company successfully placed part of the 2018 convertible bonds amounting to HKD 18,000,000 at an initial conversion price of HKD 0.0932 per share, with six independent third-party subscribers[47] - Following the share consolidation on August 19, 2019, the initial conversion price of the 2018 convertible bonds was adjusted to HKD 0.466, resulting in a total of 38,626,609 shares to be issued upon full conversion[48] - As of December 31, 2019, the net proceeds from the issuance of the 2018 convertible bonds amounted to approximately HKD 8,630,000, with total planned uses of HKD 17,310,000[50] - The dilution effect of the 2018 convertible bonds indicates that if fully converted, the new shares would represent approximately 7.2% of the total issued shares as of December 31, 2019[51] - The 2019 convertible bonds offering has a maximum principal amount of HKD 60,000,000, with an initial conversion price of HKD 0.06 per share, potentially resulting in the issuance of 1,000,000,000 shares[58] - After the share consolidation on August 19, 2019, the conversion price for the 2019 convertible bonds was adjusted to HKD 0.30, leading to a total of 200,000,000 shares upon full conversion[58] - The company extended the placement period for the 2019 convertible bonds to provide more time for potential subscribers, with the final deadline set for November 15, 2019[60] - The company successfully placed HKD 42,500,000 of convertible bonds at an initial conversion price of HKD 0.30 per share[61] - As of December 31, 2019, the net proceeds from the issuance of the convertible bonds utilized amounted to approximately HKD 40,725,000[62] - The total amount utilized from the proceeds included HKD 11,000,000 for loan repayment and HKD 18,587,000 for daily operations and logistics development[62] - If all convertible bonds are converted, 141,666,666 shares will be issued, representing approximately 22.2% of the total issued shares as of December 31, 2019[63] Employee and Management Information - The total employee cost for the year ended December 31, 2019, was approximately HKD 20,900,000, a decrease from HKD 41,600,000 in 2018[73] - The company had a total of 17 full-time employees as of December 31, 2019, down from 95 in 2018[73] - The company has adopted and promoted green policies in its operations to enhance environmental awareness among employees[74] - The company complies with mandatory provident fund contributions for its Hong Kong employees and adheres to relevant laws for its employees in China[108] - The remuneration policy for employees and senior management is determined based on market benchmarks and individual performance[106] - The company has arranged appropriate directors' and officers' liability insurance for its directors and senior management[104] - The independent non-executive directors confirmed their independence and compliance with the company's governance standards[99] - The company has adopted a share option scheme to attract and retain talented individuals for future development and expansion[111] - The total number of shares that may be issued upon full exercise of options under the 2008 share option scheme is capped at 10% of the company's issued share capital at the time of adoption[112] Corporate Governance - The company has complied with the applicable code provisions and principles of the Listing Rules throughout the review year, with some deviations noted in the corporate governance report[140] - Public ownership of shares exceeded 25% throughout the year, in accordance with the Listing Rules[139] - No significant violations of applicable laws and regulations were reported during the review year[142] - The company has maintained compliance with applicable corporate governance codes and principles, with some deviations noted[148] - The board of directors has established a three-year service agreement with all directors, ensuring compliance with the company's articles of association[99] - The company has confirmed compliance with the Standard Code of Conduct for securities trading by all directors during the reporting period[153] - The company encourages directors to participate in professional development courses to stay informed about regulations[190] - The board regularly reviews the management's authority to ensure appropriateness and effectiveness[182] - The company has purchased liability insurance for directors and senior officers to cover potential losses or damages incurred while performing their duties[199] - Directors are authorized to seek independent professional advice to assist in fulfilling their responsibilities, with costs covered by the company[200] Shareholder Information - The company has a total of 2,479,876,223 shares issued, with public shareholders holding approximately 81.6% of the total[40] - The largest customer accounted for 73% of the group's revenue, while the top five customers contributed 100% of total revenue during the review period[94] - The company had no reserves available for distribution to shareholders as of December 31, 2019, according to the provisions of the Companies Ordinance[91] - The group did not declare any interim dividends for the year ended December 31, 2019, and the board does not recommend a final dividend for the same period[88] - The group has not paid any dividends in the past two years, maintaining a consistent policy of not distributing profits[88] - The beneficial ownership of shares by directors includes 28,502,014 shares held by Mr. Fu Yongyuan, representing 5.75% of the total shares[157] - Mr. Wu Jian holds 19,000,000 shares, which accounts for 3.83% of the total shares[157] - The company has not appointed a CEO since March 2009, with responsibilities managed by other executive directors, which has not significantly impacted operations[149] - The chairman failed to hold any independent non-executive director meetings during the review year due to other commitments[150] - The resignation of Mr. Huang Xianshun as an independent non-executive director occurred on December 31, 2019, but his share options remain valid for an additional nine months[161] - Mr. Wang holds 91,059,406 shares, representing approximately 18.4% of the total shares[162] - Mr. Zhu has an interest in 42,749,000 shares, which is about 8.6% of the total shares[166] - Credit Suisse Trust Limited holds 40,000,000 shares, accounting for approximately 8.1% of the total shares[167] - Ms. Mai possesses 86,666,666 shares, representing around 17.5% of the total shares[169] - VCH is the beneficial owner of 57,621,333 shares, which is about 11.6% of the total shares[170] - The total number of issued shares as of December 31, 2019, is 495,975,244 shares[171] - The board held seven meetings and four shareholder meetings during the review year[185] - All executive directors attended the board meetings with attendance rates of 100% for some members[185]