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]

Financial Performance - The group reported a loss attributable to joint ventures of approximately HKD 39,498,000, a decrease of about 19% compared to the same period in 2018[13]. - The group achieved revenue of approximately HKD 31,955,000 from its joint venture shipping operations during the review period[13]. - The group recorded revenue of approximately HKD 30,059,000, representing a 60% increase compared to the same period in 2018, which was HKD 18,826,000[25]. - Gross profit for the period was approximately HKD 5,214,000, an increase of about 6% from HKD 4,932,000 in the same period of 2018[25]. - The company reported a loss before tax of HKD 48,829,000, an improvement from a loss of HKD 56,615,000 in the prior year[138]. - The company reported a total loss of HKD 48,829,000 for the six months ended June 30, 2019, compared to a loss of HKD 56,615,000 for the same period in 2018, reflecting a reduction in losses of approximately 13.5%[161]. - The company reported a basic and diluted loss per share of HKD 0.0727[53]. - The company reported a basic and diluted loss per share of HKD 7.27 for the period, compared to HKD 9.82 in the previous year[142]. Operational Developments - The construction of the Zunxiao Railway, originally scheduled for completion by the end of 2010, has faced significant delays due to unresolved issues with mineral rights compensation[4]. - The group has made positive progress in negotiations with mineral rights holders regarding compensation for the overlying mineral issues[7]. - The construction of the railway project has been suspended since July 2013 due to unresolved compensation agreements with the mineral rights holders, but there is optimism for resuming work following recent negotiations[166]. - The independent valuation of the mineral reserves has been completed, and management is currently negotiating compensation amounts with the mineral rights holders[166]. - The company expects significant future economic benefits from the railway project, as it aligns with the government's environmental action plan announced in 2018[166]. Financing and Capital Structure - An emergency request was received from China Railway, requiring a proportional payment of RMB 417,000,000 for expected increases in registered capital[7]. - The company raised a net amount of HKD 17,310,000 from the issuance of convertible bonds due in 2021[48]. - The total number of shares to be issued upon full conversion of the convertible bonds is 193,133,047, representing approximately 7.79% of the total shares issued as of June 30, 2019[50]. - The company issued convertible bonds with a total principal amount of HKD 60,000,000, convertible at an initial price of HKD 0.06 per share, equivalent to 1,000,000,000 shares post-consolidation[60]. - The company has a net current liability primarily from three non-wholly owned subsidiaries, with a total bank loan amount of approximately HKD 768,086,000 as of June 30, 2019, compared to HKD 725,632,000 as of December 31, 2018, indicating an increase of about 5%[166]. Shareholder and Governance Matters - The company appointed Mr. Wu Jian as an executive director and member of the executive committee on March 1, 2019[70]. - The company is committed to high standards of corporate governance and has adhered to the corporate governance code as of June 30, 2019[76]. - The company has established an effective risk management and internal control system, with management responsible for its design, implementation, and monitoring[88]. - The company has disclosed the interests of directors in shares and related securities, ensuring transparency in ownership[93]. - The company has a structured approach to evaluating the effectiveness of its risk management and internal control systems through interviews and operational effectiveness testing[90]. Employee and Operational Costs - The company reported an employee cost of approximately HKD 12,756,000 for the review period, down from HKD 17,690,000 for the same period in 2018[67]. - The company had 86 full-time employees as of June 30, 2019, a decrease from 95 employees as of December 31, 2018[66]. Market and Industry Conditions - The shipping market and dry bulk vessel charter rates remained profitable during the first half of 2019 despite fluctuations in the Baltic Dry Index[9]. - The group is negotiating with joint venture partners to postpone or otherwise relieve financial obligations related to the acquisition of two remaining vessels until financial conditions improve[13]. - The group anticipates that the shipping and logistics business will not face significant adverse impacts in 2019 due to existing charter contracts for the three vessels, which will continue until the end of 2019 or beyond[21]. Future Outlook - The company expects significant improvement in future financial conditions and operational performance after the proposed sale of its railway business, allowing for resource reallocation to enhance shipping and logistics operations[17]. - The board has prepared cash flow forecasts covering the period until June 30, 2020, based on the successful execution of the company's plans and measures[172]. - There is significant uncertainty regarding the company's ability to execute its plans, which may impact its going concern assumption[175].

Financial Performance - The group recorded revenue of approximately HKD 50,669,000 in 2018, an increase of about 221% compared to HKD 15,797,000 in 2017[13] - The gross profit for the group was approximately HKD 11,496,000 in 2018, up about 1173% from HKD 903,000 in 2017[13] - The joint venture group generated revenue of approximately HKD 80,416,000 in 2018, a 1% increase from HKD 79,360,000 in 2017[12] - The group’s joint venture reported a loss of approximately HKD 24,754,000 in 2018, compared to a profit of HKD 9,718,000 in 2017[12] - The after-tax loss for the year ended December 31, 2018, was approximately HKD 168,775,000, an increase of about 73% compared to HKD 97,403,000 for the year ended December 31, 2017[22] - The company recorded a loss of approximately HKD 168,800,000 for the year ended December 31, 2018, compared to a loss of approximately HKD 97,400,000 in 2017[140] Fleet and Operations - The group’s owned fleet increased its total capacity to approximately 92,000 deadweight tons in 2018, a 229% increase from 28,000 deadweight tons in 2017[13] - The group acquired two new handy-sized bulk carriers, MV Clipper Selo and MV Clipper Panorama, in April 2018, which contributed additional revenue shortly after delivery[13] - The company anticipates that its shipping and logistics business will not be significantly adversely affected in 2019 due to three vessels being under charter contracts until the end of 2019 or thereafter[20] - The Baltic Dry Index showed fluctuations, but the shipping market rebounded significantly from the record low in February 2016, maintaining profitable charter rates in 2018[9] Financial Position - The company's bank and cash balance as of December 31, 2018, was approximately HKD 18,456,000, up from HKD 5,968,000 as of December 31, 2017[26] - The company's total secured bank loans as of December 31, 2018, were approximately HKD 922,151,000, down from HKD 1,086,228,000 as of December 31, 2017[26] - The company's asset-liability ratio as of December 31, 2018, was approximately 110%, compared to 111% as of December 31, 2017[26] - As of December 31, 2018, the net current liabilities were approximately HKD 1,904,000,000, slightly down from HKD 1,907,000,000 in 2017[140] Share Capital and Financing - The company has issued 2,479,876,223 shares as of December 31, 2018, compared to 1,525,780,526 shares as of December 31, 2017[28] - The company raised approximately HKD 55,000,000 from the issuance of the first batch of convertible bonds, which was fully subscribed and converted[38] - The second batch of convertible bonds raised about HKD 2,500,000 in the review year, with a total of HKD 2,500,000 raised in 2017[39] - The company plans to issue a total of HKD 100,000,000 in convertible bonds under the agreement with GIC Investment Limited[48] - The company raised HKD 18,000,000 from the placement of convertible bonds, with a portion of HKD 8,680,000 already utilized for various operational expenses[62] Employee and Management - The company reported a total employee cost of approximately HKD 41.6 million for the year ended December 31, 2018, compared to HKD 17.6 million in 2017, reflecting a significant increase in workforce and compensation[72] - As of December 31, 2018, the group employed 95 full-time employees, an increase from 83 in 2017, with 66 employees based in China[72] - The remuneration policy for employees and senior management is determined by the remuneration committee based on individual merits, qualifications, and capabilities[108] - The company has arranged appropriate directors' and officers' liability insurance for its directors and senior management[105] Corporate Governance - The company has adhered to the applicable code provisions and principles of corporate governance throughout the year[137] - The company has been in compliance with applicable corporate governance codes and principles, with some deviations noted[148] - The audit committee is composed solely of independent non-executive directors, ensuring compliance with listing rules and a clear written scope of authority[197] - The current members of the audit committee include Chairman Mr. Chan Chi-yuen, Mr. Wong Cheuk-bin, and Mr. Wong Hin-shun[197] Strategic Initiatives - The company is exploring potential restructuring of its indirect equity holdings in the railway company to meet capital requirements of approximately RMB 417,000,000[17] - The company is actively discussing funding needs with the railway company and exploring feasible restructuring options, which may involve selling indirect equity in the railway[143] - The company plans to expand its railway construction and operation business through subsidiaries, with specific allocations for employee salaries and operational expenses[62] Market and Customer Concentration - The largest customer accounted for 65.0% of the group's revenue, while the top five customers represented 96.5% of total revenue[97] - The company actively monitors shipping market conditions to mitigate revenue impacts from market volatility[34] Environmental and Social Responsibility - The company is committed to environmental sustainability and has adopted green policies to enhance employee awareness of energy conservation[73] Dividend and Reserves - No interim dividend was declared for the year ended December 31, 2018, and the board does not recommend a final dividend for the same period[89] - The company had no reserves available for distribution to shareholders as of December 31, 2018[92]