[Interim Results Announcement](index=1&type=section&id=Interim%20Results%20Announcement) This announcement presents the Group's financial performance and position for the interim period, highlighting key operational and financial metrics [Condensed Consolidated Statement of Comprehensive Income](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2024, the Group's revenue from continuing operations significantly decreased, leading to a substantial expansion of loss before tax; despite profit from discontinued operations, an overall comprehensive loss was recorded Condensed Consolidated Statement of Comprehensive Income | Metric | H1 2024 (HK$ thousand) | H1 2023 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Revenue (Continuing operations) | 22,869 | 53,723 | | Cost of services | (20,433) | (37,319) | | Gross profit | 2,436 | 16,404 | | Other income | 363 | 1,135 | | Employee costs | (14,530) | (14,950) | | Depreciation | (3,561) | (2,869) | | Legal and professional fees | (2,262) | (2,604) | | Motor vehicle expenses | (937) | (1,143) | | Other administrative and operating expenses | (6,230) | (7,540) | | Fair value changes of financial assets at FVTPL | (4,145) | 1,950 | | Loss on disposal of financial assets at FVTPL | (6,769) | – | | Finance costs | (263) | (2,442) | | Loss before tax from continuing operations | (35,898) | (12,059) | | Income tax expense | – | – | | Loss for the period from continuing operations | (35,898) | (12,059) | | Profit for the period from discontinued operations | 13,686 | 12,124 | | (Loss) Profit for the period | (22,212) | 65 | | Total comprehensive (loss) income for the period | (22,272) | (408) | - Revenue from continuing operations decreased by **57.4% year-on-year**, with gross profit decreasing by **85.2% year-on-year**[2](index=2&type=chunk) - Loss for the period from continuing operations expanded by **198.5% year-on-year**, primarily due to fair value changes and disposal losses of financial assets[2](index=2&type=chunk) - Profit for the period from discontinued operations increased by **12.9% year-on-year**[2](index=2&type=chunk) Basic and Diluted (Loss) Earnings Per Share | Metric | H1 2024 (HK cents) | H1 2023 (HK cents) (Restated) | | :--- | :--- | :--- | | Basic and diluted (loss) earnings per share – from continuing operations | (1.77) | (0.64) | | Basic and diluted (loss) earnings per share – from discontinued operations | 0.69 | 0.65 | | Basic and diluted (loss) earnings per share – total | (1.08) | 0.01 | [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2024, the Group's total non-current assets significantly decreased, but net current assets increased, mainly due to the classification of a vessel as an asset held for sale, while total equity declined Condensed Consolidated Statement of Financial Position | Metric | June 30, 2024 (HK$ thousand) (Unaudited) | Dec 31, 2023 (HK$ thousand) (Audited) | | :--- | :--- | :--- | | **Non-current assets** | | | | Property, plant and equipment | 70,416 | 136,506 | | Intangible assets | 1,000 | 1,000 | | Right-of-use assets | 6,193 | 9,180 | | Goodwill | 1,026 | 1,026 | | **Total non-current assets** | 78,635 | 147,712 | | **Current assets** | | | | Trade and other receivables | 20,322 | 22,302 | | Financial assets at FVTPL | 24,504 | 35,418 | | Bank balances and cash | 15,182 | 14,517 | | Assets classified as held for sale | 65,605 | – | | **Total current assets** | 125,613 | 72,237 | | **Current liabilities** | | | | Trade and other payables | 15,666 | 9,739 | | Amount due to ultimate holding company | 10,800 | 7,000 | | Lease liabilities | 3,519 | 5,018 | | **Total current liabilities** | 29,985 | 21,757 | | **Net current assets** | 95,628 | 50,480 | | **Total assets less current liabilities** | 174,263 | 198,192 | | **Non-current liabilities** | | | | Lease liabilities | 3,460 | 5,117 | | **Net assets** | 170,803 | 193,075 | | **Total equity** | 170,803 | 193,075 | - Property, plant and equipment significantly decreased from **HK$136,506 thousand** to **HK$70,416 thousand**, primarily due to a vessel being classified as an asset held for sale[4](index=4&type=chunk)[20](index=20&type=chunk) - Assets classified as held for sale in current assets increased by **HK$65,605 thousand**[5](index=5&type=chunk)[20](index=20&type=chunk) - Net current assets increased from **HK$50,480 thousand** to **HK$95,628 thousand**, and the current ratio improved from **332%** to **419%**[5](index=5&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk) - Total equity attributable to owners of the Company decreased from **HK$191,879 thousand** to **HK$170,141 thousand**[6](index=6&type=chunk)[41](index=41&type=chunk) [Notes to the Condensed Consolidated Interim Financial Statements](index=6&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) This section details the basis of preparation, changes in accounting policies, revenue and expense composition, segment information, impact of discontinued operations, earnings per share calculation, dividend policy, receivables and payables, share capital changes, and related party transactions for the interim financial statements [Basis of Preparation](index=6&type=section&id=Basis%20of%20Preparation) The condensed consolidated interim financial statements are prepared in accordance with HKAS 34 and the Listing Rules, should be read with the 2023 annual consolidated financial statements, and involve judgments, estimates, and assumptions consistent with the annual statements - The condensed consolidated interim financial statements have been prepared in accordance with Hong Kong Accounting Standard 34 Interim Financial Reporting issued by the HKICPA and the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[7](index=7&type=chunk) - These statements should be read in conjunction with the Company's annual consolidated financial statements for the year ended December 31, 2023[7](index=7&type=chunk) - The significant judgments and estimates made in preparing these statements and their impact are consistent with those applied in the Company's consolidated financial statements for the year ended December 31, 2023[7](index=7&type=chunk) [Adoption of New/Revised HKFRSs](index=7&type=section&id=Adoption%20of%20New%2FRevised%20HKFRSs) The Group adopted several new/revised HKFRSs effective January 1, 2024, but these adoptions had no significant impact on the condensed consolidated interim financial statements - The Group first adopted new/revised HKFRSs effective January 1, 2024, including amendments related to classification of liabilities, non-current liabilities with covenants, classification of term loans by a borrower, supplier finance arrangements, and lease liabilities in a sale and leaseback transaction[8](index=8&type=chunk)[9](index=9&type=chunk) - The adoption of these amendments to HKFRSs had no significant impact on the Group's condensed consolidated interim financial statements[9](index=9&type=chunk) [Revenue](index=7&type=section&id=Revenue) Total revenue from continuing operations significantly decreased from **HK$53,723 thousand** in H1 2023 to **HK$22,869 thousand** in H1 2024, primarily due to a sharp decline in telecommunication services revenue Revenue Sources (Continuing Operations) | Revenue Source (Continuing operations) | H1 2024 (HK$ thousand) | H1 2023 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Charter hire income | 20,432 | 24,594 | | Telecommunication services income | 2,437 | 29,129 | | **Total Revenue** | 22,869 | 53,723 | - Telecommunication services income significantly decreased from **HK$29,129 thousand** to **HK$2,437 thousand**, a **91.6% decrease**[10](index=10&type=chunk) - Charter hire income decreased by **16.9% year-on-year**[10](index=10&type=chunk) [Other Income](index=8&type=section&id=Other%20Income) Other income from continuing operations decreased from **HK$1,135 thousand** in H1 2023 to **HK$363 thousand** in H1 2024, mainly due to reduced insurance claims and other subsidy income Other Income Sources (Continuing Operations) | Other Income Source (Continuing operations) | H1 2024 (HK$ thousand) | H1 2023 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Bank interest income | 56 | 15 | | Insurance claims | – | 126 | | Net exchange gain | 61 | – | | Other subsidy income | – | 566 | | Reimbursement from charterer | 74 | 184 | | Miscellaneous income | 172 | 244 | | **Total** | 363 | 1,135 | - Total other income decreased by **68% year-on-year**[11](index=11&type=chunk) [Segment Information](index=8&type=section&id=Segment%20Information) The Group's continuing operations comprise shipping and logistics and telecommunication-related businesses, with discontinued operations in shipping and logistics; in H1 2024, telecommunication-related revenue sharply declined to a loss, continuing shipping and logistics revenue and profit also significantly decreased, while discontinued operations recorded a profit - The Group's operating segments include continuing operations (shipping and logistics, telecommunication-related business) and discontinued operations (shipping and logistics)[12](index=12&type=chunk)[13](index=13&type=chunk) Segment Performance (H1 2024) | Metric (H1 2024) | Telecommunication-related Business (HK$ thousand) | Shipping and Logistics (Continuing Operations) (HK$ thousand) | Shipping and Logistics (Discontinued Operations) (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Segment revenue from external customers | 2,437 | 20,432 | 24,779 | 47,648 | | Segment (loss) profit | (2,277) | (14,221) | 13,686 | (2,812) | | Depreciation of property, plant and equipment | (32) | (1,881) | (2,235) | (4,148) | | Depreciation of right-of-use assets | (457) | (1,040) | – | (1,497) | | Finance costs | (6) | (16) | – | (22) | | Additions to property, plant and equipment | – | (3,802) | – | (3,802) | Segment Performance (H1 2023) | Metric (H1 2023) | Telecommunication-related Business (HK$ thousand) | Shipping and Logistics (Continuing Operations) (HK$ thousand) | Shipping and Logistics (Discontinued Operations) (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Segment revenue from external customers | 29,129 | 24,594 | 24,375 | 78,098 | | Segment profit (loss) | 1,661 | (5,538) | 12,124 | 8,247 | | Depreciation of property, plant and equipment | (18) | (2,191) | (2,291) | (4,500) | | Depreciation of right-of-use assets | (939) | (1,040) | – | (1,979) | | Finance costs | (53) | (65) | – | (118) | - Telecommunication-related business revenue decreased from **HK$29,129 thousand** to **HK$2,437 thousand**, with segment profit turning into a loss of **HK$2,277 thousand** from a profit of **HK$1,661 thousand**[13](index=13&type=chunk)[14](index=14&type=chunk) - Continuing shipping and logistics business revenue decreased from **HK$24,594 thousand** to **HK$20,432 thousand**, and segment loss expanded from **HK$5,538 thousand** to **HK$14,221 thousand**[13](index=13&type=chunk)[14](index=14&type=chunk) - Discontinued shipping and logistics business revenue slightly increased, with segment profit rising from **HK$12,124 thousand** to **HK$13,686 thousand**[13](index=13&type=chunk)[14](index=14&type=chunk) Segment Assets and Liabilities | Asset/Liability | June 30, 2024 (HK$ thousand) | Dec 31, 2023 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | **Segment Assets** | | | | Continuing operations - Shipping and logistics | 81,232 | 78,644 | | Continuing operations - Telecommunication-related business | 15,066 | 13,236 | | Discontinued operations - Shipping and logistics | 72,029 | 77,040 | | **Total Segment Assets** | 168,327 | 168,920 | | Unallocated corporate assets | 35,921 | 51,029 | | **Total Consolidated Assets** | 204,248 | 219,949 | | **Segment Liabilities** | | | | Continuing operations - Shipping and logistics | 6,100 | 4,173 | | Continuing operations - Telecommunication-related business | 6,508 | 2,343 | | Discontinued operations - Shipping and logistics | 948 | 1,415 | | **Total Segment Liabilities** | 13,556 | 7,931 | | Other unallocated corporate liabilities | 19,889 | 18,943 | | **Total Consolidated Liabilities** | 33,445 | 26,874 | - Revenue from telecommunication-related business primarily originated from China, amounting to **HK$2,437 thousand** in H1 2024, a significant decrease from **HK$29,129 thousand** in H1 2023[15](index=15&type=chunk) Major Customer Revenue | Major Customer Revenue | H1 2024 (HK$ thousand) | H1 2023 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Customer A (Shipping and logistics segment, continuing operations) | 20,432 | 24,594 | | Customer B (Telecommunication-related business) | Not applicable | 10,784 | | Customer C (Telecommunication-related business) | Not applicable | 7,899 | | Customer A (Shipping and logistics segment, discontinued operations) | 24,779 | 24,375 | - In H1 2024, revenue from Customer B and Customer C accounted for less than **10%** of the Group's total revenue[16](index=16&type=chunk) [Finance Costs](index=12&type=section&id=Finance%20Costs) Finance costs from continuing operations significantly decreased from **HK$2,442 thousand** in H1 2023 to **HK$263 thousand** in H1 2024, primarily due to the absence of interest on 2020 convertible bonds Finance Costs Sources (Continuing Operations) | Finance Cost Source (Continuing operations) | H1 2024 (HK$ thousand) | H1 2023 (HK$ thousand) | | :--- | :--- | :--- | | Interest on other borrowings | 30 | 368 | | Interest on 2020 convertible bonds | – | 1,908 | | Interest on lease liabilities | 233 | 166 | | **Total** | 263 | 2,442 | - Interest on 2020 convertible bonds was **zero** in H1 2024, compared to **HK$1,908 thousand** in H1 2023[17](index=17&type=chunk) [Loss before tax from continuing operations](index=13&type=section&id=Loss%20before%20tax%20from%20continuing%20operations) This section lists the main expense items contributing to the loss before tax from continuing operations, including depreciation and employee costs Expense Items (Continuing Operations) | Expense Item (Continuing operations) | H1 2024 (HK$ thousand) | H1 2023 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 2,457 | 2,209 | | Depreciation of right-of-use assets | 2,985 | 2,851 | | Employee costs (including directors' emoluments) | 14,530 | 14,950 | | - Employee benefits expense | 14,129 | 13,946 | | - Contributions to defined contribution retirement plans | 401 | 1,004 | - Depreciation of property, plant and equipment slightly increased year-on-year, while employee costs slightly decreased[18](index=18&type=chunk) [Income Tax](index=14&type=section&id=Income%20Tax) The Group's profit tax rates are **16.5%** in Hong Kong and **25%** in China, with no income tax provision made due to no estimated taxable profits or tax losses during the reporting period - Hong Kong profits tax rate is **16.5%**, and China corporate income tax rate is **25%**[19](index=19&type=chunk) - No income tax provision was made for the six months ended June 30, 2024 and 2023, as the Group's entities had no estimated taxable profits or incurred tax losses during these periods[19](index=19&type=chunk) [Discontinued Operations](index=14&type=section&id=Discontinued%20Operations) The Group agreed to sell the M/V Clipper Panorama vessel for **US$9.5 million** (approximately **HK$74.1 million**), expected to complete in August 2024, with its results classified as discontinued operations and recording a profit during the period - An indirect wholly-owned subsidiary of the Company agreed to sell a vessel (M/V Clipper Panorama) for a cash consideration of **US$9,500,000** (approximately **HK$74,100,000**)[20](index=20&type=chunk) - The vessel has been classified as "assets classified as held for sale" under current assets and is expected to be delivered in August 2024[20](index=20&type=chunk) - The disposal of the vessel constitutes discontinued operations, and the related results have been restated[21](index=21&type=chunk) Discontinued Operations Performance | Metric (Discontinued Operations) | H1 2024 (HK$ thousand) | H1 2023 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 24,779 | 24,375 | | Cost of services | (11,153) | (12,436) | | Other income | 187 | 224 | | Operating costs | (127) | (39) | | Profit before tax | 13,686 | 12,124 | | Tax | – | – | | Profit for the period from discontinued operations | 13,686 | 12,124 | | Net cash inflow from operating activities | 846 | 678 | [Earnings (Loss) per Share](index=16&type=section&id=Earnings%20%28Loss%29%20per%20Share) This section presents basic and diluted (loss) earnings per share for continuing and discontinued operations, showing an expanded loss per share for continuing operations and a slight increase in earnings per share for discontinued operations (Loss) Profit Attributable to Owners of the Company | Metric | H1 2024 (HK$ thousand) | H1 2023 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | (Loss) Profit attributable to owners of the Company – from continuing operations | (35,370) | (11,973) | | (Loss) Profit attributable to owners of the Company – from discontinued operations | 13,686 | 12,124 | (Loss) Earnings Per Share | Metric | H1 2024 (HK cents) | H1 2023 (HK cents) (Restated) | | :--- | :--- | :--- | | (Loss) earnings per share – Continuing operations | (1.77) | (0.64) | | (Loss) earnings per share – Discontinued operations | 0.69 | 0.65 | | (Loss) earnings per share – Total | (1.08) | 0.01 | - For the six months ended June 30, 2024, diluted (loss) earnings per share were consistent with basic (loss) earnings per share, as there were no potential dilutive ordinary shares outstanding during the period[24](index=24&type=chunk) [Dividends](index=17&type=section&id=Dividends) The Company neither paid nor declared dividends for the six months ended June 30, 2024 and 2023, and the Directors do not recommend any dividend payment - The Company neither paid nor declared any dividends for the six months ended June 30, 2024 and 2023[25](index=25&type=chunk) - The Directors do not recommend the payment of any dividend for the six months ended June 30, 2024 and 2023[25](index=25&type=chunk) [Trade and Other Receivables](index=17&type=section&id=Trade%20and%20Other%20Receivables) As of June 30, 2024, total trade and other receivables decreased to **HK$20,322 thousand** from **HK$22,302 thousand** on December 31, 2023, with all trade receivables aged within **30 to 90 days** Trade and Other Receivables Breakdown | Receivables Category | June 30, 2024 (HK$ thousand) (Unaudited) | Dec 31, 2023 (HK$ thousand) (Audited) | | :--- | :--- | :--- | | Trade receivables | 1,276 | 2,921 | | - Receivables for charter hire income | 12 | – | | - Receivables for service income | 1,264 | 2,921 | | Other receivables | 19,046 | 19,381 | | - Other accounts receivable | 6,700 | 6,928 | | - Deposits | 7,180 | 1,719 | | - Deposits for vessel operations | 4,111 | 12,529 | | - Prepayments | 1,055 | 1,207 | | **Total** | 20,322 | 22,302 | - All trade receivables are aged within **30 to 90 days** based on invoice date[27](index=27&type=chunk) - Deposits for vessel operations significantly decreased from **HK$12,529 thousand** to **HK$4,111 thousand**[26](index=26&type=chunk) [Trade and Other Payables](index=18&type=section&id=Trade%20and%20Other%20Payables) As of June 30, 2024, total trade and other payables increased to **HK$15,666 thousand** from **HK$9,739 thousand** on December 31, 2023, with trade payables generally having credit terms within **90 days** and aged within **30 days** Trade and Other Payables Breakdown | Payables Category | June 30, 2024 (HK$ thousand) (Unaudited) | Dec 31, 2023 (HK$ thousand) (Audited) | | :--- | :--- | :--- | | Trade payables | 5,884 | 2,409 | | Other payables | 9,782 | 7,330 | | - Accrued expenses and other payables | 7,441 | 3,774 | | - Receipts in advance | 2,341 | 1,624 | | - Other borrowings from a regulated securities broker | – | 1,932 | | **Total** | 15,666 | 9,739 | - Trade payables increased from **HK$2,409 thousand** to **HK$5,884 thousand**[30](index=30&type=chunk) - Other borrowings from a regulated securities broker became **zero**, compared to **HK$1,932 thousand** on December 31, 2023, which was secured by Hong Kong listed securities with a fair value of **HK$35,418 thousand**[30](index=30&type=chunk)[31](index=31&type=chunk) [Amount due to ultimate holding company](index=19&type=section&id=Amount%20due%20to%20ultimate%20holding%20company) As of June 30, 2024, the amount due to ultimate holding company Dongyang increased to **HK$10,800 thousand** from **HK$7,000 thousand** on December 31, 2023, being unsecured, interest-free, and repayable within one year - The amount due to the ultimate holding company is **HK$10,800 thousand** (December 31, 2023: **HK$7,000 thousand**)[35](index=35&type=chunk) - This amount is unsecured, interest-free, and repayable within one year[32](index=32&type=chunk) [Share Capital](index=19&type=section&id=Share%20Capital) As of June 30, 2024, the Company's total issued and fully paid share capital was **HK$1,981,158 thousand**, comprising **1,994,975,244 shares**, consistent with December 31, 2023 Share Capital Movement | Share Capital Movement | June 30, 2024 (Number of Shares) | June 30, 2024 (HK$ thousand) | Dec 31, 2023 (Number of Shares) | Dec 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | At beginning/end of period | 1,994,975,244 | 1,981,158 | 1,694,975,244 | 1,906,379 | | Conversion of 2020 convertible bonds | – | – | 300,000,000 | 74,779 | | At end of period/year | 1,994,975,244 | 1,981,158 | 1,994,975,244 | 1,981,158 | - In 2023, **300,000,000 shares** were issued due to the conversion of 2020 convertible bonds[33](index=33&type=chunk) [Related Party Transactions and Balances](index=20&type=section&id=Related%20Party%20Transactions%20and%20Balances) This section discloses significant related party transactions, including key management personnel remuneration, consulting fees, convertible bond interest, and amounts due to the ultimate holding company, all exempt under Listing Rules Key Management Personnel Remuneration (Directors) | Key Management Personnel Remuneration (Directors) | H1 2024 (HK$ thousand) | H1 2023 (HK$ thousand) | | :--- | :--- | :--- | | Salaries and other benefits | 2,847 | 2,490 | | Contributions to defined contribution retirement plans | 18 | 18 | | **Total** | 2,865 | 2,508 | - Consulting fees payable to Grand Ascent Financial Public Relations Limited (beneficially owned by Mr. Ng Kin, a director of certain subsidiaries of the Company) amounted to **HK$300,000** (H1 2023: **HK$360,000**)[35](index=35&type=chunk) - Imputed interest expense related to the 2020 convertible bonds was **zero** (H1 2023: **HK$1,908,000**), received by the ultimate holding company Dongyang[35](index=35&type=chunk) - The amount due to Dongyang (the Company's ultimate holding company) was **HK$10,800,000** (December 31, 2023: **HK$7,000,000**)[35](index=35&type=chunk) - The disclosed related party transactions constitute connected transactions exempt from reporting, announcement, and independent shareholders' approval requirements under the Listing Rules[35](index=35&type=chunk) [Management Discussion and Analysis](index=21&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the Group's performance in shipping and logistics and telecommunication-related businesses, discusses future market challenges and opportunities, and details financial position, liquidity, significant investments, and employee information [Business Review](index=21&type=section&id=Business%20Review) The Group primarily operates in shipping and logistics and China's telecommunication-related businesses; continuing shipping and logistics revenue and gross profit declined due to dry-docking and increased maintenance, while telecommunication-related revenue and gross profit sharply fell due to weak domestic consumption and client cost controls; discontinued operations involve a vessel sale - The Group primarily engages in shipping and logistics business and telecommunication-related business in China[36](index=36&type=chunk) - Revenue from continuing shipping and logistics business was approximately **HK$20,432,000**, a year-on-year decrease of approximately **17%**; gross profit was approximately **HK$2,488,000**, a year-on-year decrease of approximately **76%**, mainly due to loss of charter hire income during dry-docking and increased maintenance[36](index=36&type=chunk) - Telecommunication-related business revenue was approximately **HK$2,437,000**, a year-on-year decrease of approximately **92%**; gross loss was approximately **HK$52,000** (compared to a gross profit of approximately **HK$6,054,000** in the same period last year), primarily affected by weak domestic consumption and client cost controls, especially for 5G communication network solutions[37](index=37&type=chunk) - Discontinued operations involve the sale of a vessel for a consideration of **US$9,500,000** (approximately **HK$74,100,000**), expected to be completed in August 2024[38](index=38&type=chunk) [Outlook](index=22&type=section&id=Outlook) The Group expects shipping and logistics to contribute positively post-vessel sale, despite global economic slowdown and geopolitical risks in the shipping industry; telecommunication-related business faces severe challenges amid China's slow economic recovery, prompting cautious business development and new client exploration - Following the completion of the vessel sale, the Group will operate one dry bulk vessel and has entered into a new charter contract with the charterer at a significantly lower rate than before; the Group has taken measures to reduce operating costs, and the shipping and logistics business is expected to continue to generate positive contributions in the coming year[38](index=38&type=chunk) - The shipping industry faces challenges such as potentially weaker-than-expected global economic growth and geopolitical developments (Red Sea crisis and Ukraine war); the Company will closely monitor market conditions and seek acquisition opportunities[38](index=38&type=chunk) - China's economic recovery continues to slow, with decreasing exports, weak investment, sluggish domestic consumption recovery, and an intensifying real estate crisis, leading to an expected challenging overall business environment in China in 2024, posing further obstacles for the telecommunication business[39](index=39&type=chunk) - The Company will cautiously advance the development of its telecommunication business and actively explore new customer segments; the Directors will continue to seek suitable investment opportunities to generate synergistic benefits and positive contributions[39](index=39&type=chunk)[40](index=40&type=chunk) [Financial Review](index=23&type=section&id=Financial%20Review) The Group's continuing operations revenue decreased by approximately **57% year-on-year**, with loss increasing by approximately **198% year-on-year**, mainly due to charter hire income loss, weak telecom market, financial asset disposal losses, and fair value changes, leading to an expanded loss per share - Unaudited revenue from continuing operations was approximately **HK$22,869,000**, a decrease of approximately **57%** compared to the same period in 2023[41](index=41&type=chunk) - Loss from continuing operations was approximately **HK$35,898,000**, an increase of approximately **198%** compared to the same period in 2023[41](index=41&type=chunk) - The increase in loss was primarily due to decreased revenue, loss on disposal of financial assets at fair value through profit or loss, and fair value changes of financial assets at fair value through profit or loss[41](index=41&type=chunk) - Basic and diluted loss per share from continuing operations was **1.77 HK cents** (2023: **0.64 HK cents**), and basic and diluted earnings per share from discontinued operations was **0.69 HK cents** (2023: **0.65 HK cents**)[41](index=41&type=chunk) [Financial Resources, Liquidity and Gearing Ratio](index=23&type=section&id=Financial%20Resources%2C%20Liquidity%20and%20Gearing%20Ratio) As of June 30, 2024, the Group's cash and bank balances increased, net current assets and current ratio significantly improved, but the gearing ratio rose Financial Metrics | Metric | June 30, 2024 (HK$ thousand) | Dec 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Cash and bank balances | 15,182 | 14,517 | | Other borrowings from a regulated securities broker | – | 1,932 | | Total equity attributable to owners of the Company | 170,141 | 191,879 | | Net current assets | 95,628 | 50,480 | | Current ratio | 419% | 332% | | Gearing ratio | 20% | 14% | - The current ratio significantly improved from **332%** to **419%**, indicating a notable improvement in liquidity[42](index=42&type=chunk) - The gearing ratio increased from **14%** to **20%**[42](index=42&type=chunk) [Share Capital](index=24&type=section&id=Share%20Capital) As of June 30, 2024, the total number of issued shares of the Company was **1,994,975,244** - As of June 30, 2024, the total number of issued shares was **1,994,975,244**[42](index=42&type=chunk) [Significant Investments Held, Material Acquisitions and Disposals of Subsidiaries and Future Plans for Material Investments or Capital Assets](index=24&type=section&id=Significant%20Investments%20Held%2C%20Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) The Group holds a listed equity investment portfolio of approximately **HK$24,504 thousand**, representing about **12%** of total assets, and has agreed to sell a vessel; no other significant investments, acquisitions, disposals, or authorized future investment plans were made during the period - As of June 30, 2024, financial assets at fair value through profit or loss included a portfolio of listed equity investments with a fair value of approximately **HK$24,504,000**, representing approximately **12%** of the Group's total assets[42](index=42&type=chunk) - The Group has agreed to sell a vessel for a consideration of **US$9,500,000** (approximately **HK$74,100,000**)[43](index=43&type=chunk) - Other than the above disclosures, no other significant investments were held, nor were there any material acquisitions or disposals of subsidiaries during the review period, and the Board had no authorized plans for any material investments or additions to capital assets[43](index=43&type=chunk) [Pledge of Assets and Contingent Liabilities](index=25&type=section&id=Pledge%20of%20Assets%20and%20Contingent%20Liabilities) As of June 30, 2024, the Group had no pledged assets or contingent liabilities, differing from the asset pledge situation on December 31, 2023 - As of June 30, 2024, the Group had no pledged assets[44](index=44&type=chunk) - As of December 31, 2023, financial assets at fair value through profit or loss of **HK$35,418,000** were pledged as collateral for margin financing of **HK$1,932,000**[44](index=44&type=chunk) - As of June 30, 2024, the Group had no contingent liabilities[44](index=44&type=chunk) [Capital Commitments](index=25&type=section&id=Capital%20Commitments) As of June 30, 2024, the Group had no capital commitments - As of June 30, 2024, the Group had no capital commitments[45](index=45&type=chunk) [Foreign Exchange Fluctuation Risk](index=25&type=section&id=Foreign%20Exchange%20Fluctuation%20Risk) The Group's assets, liabilities, and transactions are primarily denominated in functional currencies, resulting in very low foreign exchange fluctuation risk, with no hedging instruments employed - The Group's assets, liabilities, and transactions are primarily denominated in the functional currency of the business operations involved, thus not exposed to significant risks arising from foreign exchange rate fluctuations[46](index=46&type=chunk) - The Directors believe that the Group's foreign exchange risk is very low, and therefore no hedging instruments or other hedging methods have been adopted[46](index=46&type=chunk) [Employees](index=25&type=section&id=Employees) As of June 30, 2024, the Group's full-time employees decreased to **17**, with employee costs around **HK$14,530,000**; remuneration is based on duties, experience, and market practice, with a share option scheme (no outstanding options) and retirement benefit plans in place - As of June 30, 2024, the Group had **17** full-time employees in Hong Kong and China (December 31, 2023: **40** employees)[47](index=47&type=chunk) - The Group's employee costs (including directors' emoluments) for the review period were approximately **HK$14,530,000** (June 30, 2023: approximately **HK$14,950,000**)[47](index=47&type=chunk) - The Group determines employee remuneration based on duties, work experience, and prevailing market practices, and has a share option scheme, but there were no outstanding share options as of June 30, 2024[47](index=47&type=chunk) [Corporate Governance](index=26&type=section&id=Corporate%20Governance) The Company is committed to high corporate governance standards, complying with the Corporate Governance Code, except for the CEO position vacant since March 2009; Directors confirm adherence to the Model Code for Securities Transactions by Directors of Listed Issuers and maintain sufficient public float [Compliance with Corporate Governance Code](index=26&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Company consistently complies with the Corporate Governance Code, except for the CEO position vacant since March 2009, with duties performed by other executive directors; the Board will review and appoint a suitable candidate in due course - The Company has consistently complied with the Corporate Governance Code, except for the situation described in Code Provision C.2.1[48](index=48&type=chunk) - The position of Chief Executive Officer of the Company has been vacant since March 2009, with its duties performed by other executive directors of the Company, which has had no material impact on the Group's operations[48](index=48&type=chunk) - The Board will review its current structure from time to time and appoint a Chief Executive Officer to fill the vacancy when appropriate[48](index=48&type=chunk) [Compliance with Model Code for Securities Transactions by Directors of Listed Issuers](index=26&type=section&id=Compliance%20with%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors%20of%20Listed%20Issuers) Following inquiries with all Directors, they confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers throughout the review period - The Company has adopted the Model Code as its code of conduct for Directors' dealings in the Company's securities[49](index=49&type=chunk) - Following specific inquiries with all Directors, all Directors confirmed their compliance with the Model Code throughout the review period[49](index=49&type=chunk) [Sufficiency of Public Float](index=26&type=section&id=Sufficiency%20of%20Public%20Float) Based on available public information and Directors' knowledge, the Company maintained a sufficient public float for the six months ended June 30, 2024, and up to the announcement date - For the six months ended June 30, 2024, and up to the date of this announcement, the Company maintained a sufficient public float[50](index=50&type=chunk) [Other Information](index=27&type=section&id=Other%20Information) This section includes the review of interim results, trading of the Company's listed securities, publication information for the interim report, a glossary, and the list of Board members [Review of Interim Results](index=27&type=section&id=Review%20of%20Interim%20Results) The Group's unaudited condensed consolidated interim results for the six months ended June 30, 2024, have been reviewed by the Audit Committee, with no disagreements noted regarding the accounting treatments used in preparing the condensed consolidated interim financial statements - The Group's unaudited condensed consolidated interim results for the six months ended June 30, 2024, have been reviewed by the Audit Committee[51](index=51&type=chunk) - The Audit Committee expressed no disagreement with the accounting treatments adopted in the preparation of the condensed consolidated interim financial statements[51](index=51&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=27&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) During the review period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the review period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[52](index=52&type=chunk) [Publication of Interim Results and Interim Report](index=27&type=section&id=Publication%20of%20Interim%20Results%20and%20Interim%20Report) This announcement is published on the HKEXnews website and the Company's website; the interim report for the six months ended June 30, 2024, will be dispatched to shareholders and uploaded to the aforementioned websites in due course - This announcement is published on the HKEXnews website (http://www.hkexnews.hk) and the Company's website (https://www.aelg.com.hk)[53](index=53&type=chunk) - The Company's interim report for the six months ended June 30, 2024, will be dispatched to the Company's shareholders and uploaded to the aforementioned websites for inspection in due course[53](index=53&type=chunk) [Glossary](index=27&type=section&id=Glossary) This section provides definitions of key terms used in the report to aid reader comprehension [Board Information](index=29&type=section&id=Board%20Information) This section lists the Board of Directors members as of the announcement date, including executive, non-executive, and independent non-executive directors - As of the date of this announcement, the executive directors of the Company are Mr. Peng Yue (Chairman) and Mr. Sun Peng; the non-executive director is Ms. Liu Siyuan; and the independent non-executive directors are Mr. Wu Guanyun, Mr. Wong Cheuk Pun, and Mr. Han Mingsheng[55](index=55&type=chunk)

Financial Performance - The group recorded revenue of approximately HKD 143,654,000 for the year, an increase of about 35% compared to HKD 106,533,000 in the previous year[18]. - The shipping and logistics segment generated revenue of approximately HKD 98,672,000, a 46% increase from HKD 67,567,000 in the previous year, with a gross profit of approximately HKD 47,669,000, up 193%[9]. - The telecommunications segment reported revenue of approximately HKD 44,982,000, a 15% increase from HKD 38,966,000 in the previous year, with a gross profit of approximately HKD 5,172,000, up 102%[10]. - The group achieved a profit of approximately HKD 11,132,000, a significant turnaround from a loss of HKD 58,899,000 in the previous year, marking an increase of about 119%[18]. - Basic and diluted earnings per share were HKD 0.66, compared to a loss of HKD 0.0334 per share in the previous year[19]. Shareholder Information - As of December 31, 2023, the group had issued 1,994,975,244 shares, an increase from 1,694,975,244 shares in the previous year[24]. - The largest customer accounted for approximately 68.7% of the group's revenue, while the top five customers represented 92.6% of total revenue[55]. - The company had no reserves available for distribution to shareholders as of December 31, 2023[50]. - The board has adopted a dividend policy that links dividend payments to the company's performance, with a guideline that the payout ratio should not exceed 50% of the annual profit[170]. Financial Position - Financial assets measured at fair value through profit or loss amounted to approximately HKD 35,418,000, up from HKD 19,301,000 in the previous year[27]. - Cash and bank balance is approximately HKD 14,517,000, down from HKD 18,087,000 in 2022[29]. - Total equity attributable to owners is approximately HKD 191,879,000, an increase from HKD 134,804,000 in 2022[29]. - Current ratio is approximately 332%, significantly up from 82% in 2022[29]. - Debt-to-equity ratio is approximately 14%, down from 51% in 2022[29]. Employee Information - Employee costs for the year amounted to approximately HKD 29,800,000, compared to HKD 25,400,000 in 2022[32]. - The group had 40 full-time employees as of December 31, 2023, down from 54 in 2022[32]. - The company is committed to providing quality services, ensuring a safe working environment for employees, and promoting sustainable development[100]. - The company encourages employee participation in continuous education and professional training to support career development[186]. Corporate Governance - The board consists of three executive directors and three independent non-executive directors, ensuring a balanced governance structure[101]. - The company has established a risk management and internal control system that complies with the corporate governance code, with no significant risks identified during the fiscal year ending December 31, 2023[146]. - The company has established multiple ongoing agreements with related parties as part of its general and daily business operations, which constitute continuing connected transactions under the listing rules[82]. - The independent non-executive directors have confirmed that the contract arrangements were established on normal commercial terms and are fair and reasonable to the shareholders[84]. - The company has maintained compliance with applicable corporate governance codes and principles throughout the fiscal year ending December 31, 2023[98]. Environmental and Social Responsibility - The company is committed to environmental sustainability and has adopted green policies in its operations[33]. - The company emphasizes sustainable development in its environmental, social, and governance initiatives[173]. - The company aims to reduce energy consumption and carbon emissions, managing greenhouse gas emissions and other pollutants effectively[196]. - The company has established policies and procedures for its vessels' operations, ensuring compliance with international safety and pollution prevention standards[193]. - The company actively monitors vessel equipment performance to minimize exhaust emissions and conducts regular maintenance to reduce air pollution[200]. Risk Management - The company has established a comprehensive internal control system to ensure compliance with laws and regulations[184]. - The company has taken measures to ensure compliance with the contract arrangements, including annual reviews by the board[89]. - The company is subject to potential risks related to the contract arrangements, including regulatory changes and operational control issues[88]. - The company has acknowledged the potential economic risks arising from operational difficulties of its associated entities[88]. Board Activities - The company held 16 board meetings and 1 annual general meeting during the review period, with high attendance rates among directors[108]. - The Audit Committee held 7 meetings during the review year, with all members attending all meetings[128]. - The Nomination Committee conducted 2 meetings in the review year, with full attendance from all members[132]. - The remuneration committee consists of three independent non-executive directors, all of whom attended 100% of the meetings held during the year[134]. Future Outlook - The existing charter contracts are set to expire in mid-2024, with management expecting new charter rates to be lower than current rates[14]. - The group will continue to seek suitable investment opportunities that can create synergies with existing businesses and contribute positively[16]. - The company has adjusted its business strategy to focus on sustainable development, particularly in the shipping and logistics sectors[180].

Financial Performance - The company reported a basic and diluted earnings per share of HKD 0.66 for 2023, recovering from a loss of HKD 3.34 per share in 2022[10]. - The company recorded a profit of approximately HKD 11,132,000 for the year, a significant improvement of about 119% from a loss of HKD 58,899,000 in 2022[61]. - Total comprehensive income for the year was HKD 10,967,000, compared to a loss of HKD 60,816,000 in the prior year, reflecting improved financial performance[105]. - Gross profit for the year was HKD 52,841,000, up from HKD 18,808,000 in the previous year, indicating a significant increase in profitability[103]. - The company’s liquidity ratio (current assets to current liabilities) was approximately 332% in 2023, compared to 82% in 2022[77]. Revenue Growth - The company reported revenue of HKD 143,654,000 for the year ended December 31, 2023, compared to HKD 106,533,000 in 2022, representing a growth of approximately 35%[103]. - Revenue from telecommunications-related business in China increased to HKD 44,982,000 in 2023 from HKD 38,966,000 in 2022, reflecting a growth of approximately 25.9%[3]. - Major customer A in the shipping and logistics segment generated revenue of HKD 98,672,000 in 2023, up from HKD 67,567,000 in 2022, representing a growth of approximately 46.1%[5]. - The group recorded total revenue of approximately HKD 98,672,000 for the shipping and logistics segment, an increase of about 46% compared to HKD 67,567,000 in 2022[23]. - The telecommunications segment generated revenue of approximately HKD 44,982,000, up about 15% from HKD 38,966,000 in 2022[24]. Cost and Expenses - Total service costs, including depreciation of property, plant, and equipment, amounted to HKD 90,813,000 in 2023, compared to HKD 87,725,000 in 2022[7]. - The company incurred research and development costs of HKD 259,000 in 2023, significantly down from HKD 7,418,000 in 2022, suggesting a shift in focus or reduced investment in R&D[7]. - The company’s other income for the year was HKD 2,203,000, down from HKD 4,109,000 in 2022[74]. Assets and Liabilities - Total liabilities decreased from HKD 70,123,000 in 2022 to HKD 26,874,000 in 2023, with significant reductions in both shipping and logistics, and telecommunications-related business liabilities[2]. - The group’s total assets less current liabilities increased to HKD 198,192,000 from HKD 139,423,000 in 2022[47]. - The net asset value of the company rose to HKD 193,075,000, compared to HKD 137,573,000 in 2022[47]. - The total equity attributable to the owners of the company was approximately HKD 191,879,000, up from HKD 134,804,000 in 2022[62]. - The debt-to-equity ratio improved to approximately 14% in 2023, compared to 51% in 2022[62]. Shareholder Information - The total number of issued shares increased to 1,994,975,244, up from 1,694,975,244 in 2022, reflecting a capital increase[19]. - The company did not recommend any dividends for the years ended December 31, 2023, and 2022[9]. - The company did not declare any dividends for the year ended December 31, 2023, consistent with the previous year[81]. - The board of directors confirmed compliance with the corporate governance code throughout the year[80]. - The company has maintained a public shareholding percentage of over 25% throughout the year[91]. Future Outlook - The company anticipates that new charter rates for shipping contracts expiring mid-2024 will be lower than current rates due to expected weak global economic growth[26]. - The overall business environment in China is expected to remain challenging in 2024, impacting the telecommunications segment due to declining export and slow local consumption recovery[27]. Cash Flow and Current Assets - Cash and bank balances as of December 31, 2023, were approximately HKD 14,517,000, down from HKD 18,087,000 in 2022[88]. - The net current assets amounted to approximately HKD 50,480,000, a significant improvement from a net current liability of HKD 11,996,000 in 2022[88]. Segment Performance - Gross profit for the shipping and logistics segment was approximately HKD 47,669,000, representing a 193% increase from HKD 16,251,000 in 2022[23]. - The telecommunications segment reported revenue of HKD 44,982,000, but incurred a segment loss of HKD 3,158,000[56].

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 | ...