TAI UNITED HOLD(00718)

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太和控股(00718) - 2019 - 年度财报
2020-04-28 10:47
Financial Performance - The consolidated net loss for the year ended December 31, 2019, reduced by 55.4% to HK$246.8 million, exceeding management expectations amid challenging market conditions [9]. - For the year ended 31 December 2019, the Group's revenue was approximately HK$26.5 million, down by 99.4% from approximately HK$4,314.2 million in the previous year [15]. - The net investment losses for the Group were approximately HK$0.6 million, a decrease of 99.7% compared to approximately HK$186.3 million in the prior year [15]. - The loss attributable to owners of the Company decreased significantly from approximately HK$553.2 million to approximately HK$246.4 million [19]. - The basic loss per share for the year ended 31 December 2019 narrowed to 4.69 HK cents, compared to a loss per share of 10.54 HK cents in 2018 [19]. - The Group recorded a profit of approximately HK$23.6 million in the financial services segment, down from approximately HK$85.7 million in the previous year [28]. - The Group's cost reduction program has significantly reduced various costs, including employee benefits and operating expenses [19]. Investment Strategy - The Company adopted a prudent investment approach in response to global uncertainties, including political issues in the US and economic conflicts between major economies [10]. - The Group's management has adopted a more prudent approach in identifying investment opportunities since 2018 due to unfavorable macroeconomic conditions [17]. - The Directors believe maintaining financial soundness will provide a buffer against potential crises and prepare the Group for emerging opportunities [18]. - The Group aims to maximize returns to shareholders through strategic reshuffling of investment portfolios and realization of capital gains [30]. - Future investment opportunities may arise during economic downturns, potentially allowing the Group to acquire distressed assets at deep discounts [32]. - The Group's investment strategy will be reassessed in light of the unpredictable oil price environment and unprecedented demand decline for oil and petroleum products [37]. Market Conditions - The Hong Kong economy contracted by 1.2% in 2019, marking the first annual decline since 2009 [17]. - The macro-economic environment has become increasingly uncertain due to the ongoing trade dispute between the US and China [32]. - The distressed debt assets market in China grew significantly, with outstanding non-performing loans reaching RMB2.41 trillion by the end of Q4 2019 [30]. - The extreme volatility of oil prices in 2019 led to a lack of commercially attractive trading opportunities, prompting the Group to refrain from engaging in commodity trading activities [37]. Business Segments - The Group's business segments for FY2019 include financial services and asset management, commodity and medical equipment trading, property investment, and mining and exploitation of natural resources [91]. - The Group is considering further developing the medical equipment trading business to meet the demands of hospitals and clinics in China due to a shortage of medical equipment supplies caused by COVID-19 [39]. - The Group is actively seeking property investment and development opportunities to strengthen revenue streams in the property investment segment [39]. - The Group holds four mining rights licenses for three tungsten projects in Mongolia, which are currently at the exploration stage with no active mining operations during the Reporting Period [95]. Corporate Governance - The Board is committed to maintaining high standards of corporate governance, emphasizing transparency, independence, accountability, and responsibility [176]. - The Company complied with all applicable code provisions of the Corporate Governance Code throughout the year ended December 31, 2019, with some disclosed deviations [177]. - The roles of the Chairman and CEO are separated, with the Chairman responsible for leadership and strategy formulation, while the CEO manages day-to-day operations [186][188]. - The Board currently consists of three executive directors and three independent non-executive directors, meeting the requirements under Rule 3.10 of the Listing Rules [194]. Environmental, Social, and Governance (ESG) Initiatives - The Group is committed to sustainable development and has implemented monitoring and emission reduction measures in its operations to minimize environmental impact [94]. - The Group's ESG Report outlines significant ESG matters, including employee benefits, health and safety, and sustainable supply chain management [92]. - The Group emphasizes the prevention of corruption and fraud as part of its governance framework [92]. - The Group's commitment to corporate social responsibility includes contributions to society and community investment initiatives [92]. Employee Management - The Group's human resources management policy includes recruitment, promotion, and remuneration practices aligned with market standards and industry practices [119]. - Employee benefits include retirement schemes, medical insurance, and various paid leave options, ensuring competitive compensation [120]. - The Group promotes a fair and equitable working environment, prohibiting discrimination in recruitment and employment practices [123]. - The Group emphasizes the importance of employee training and has established systematic training regimens, including induction, on-the-job, and external training [138]. Risk Management - The management will closely monitor various risks, including the US presidential election and global trade disputes, to adjust business or investment plans accordingly [74]. - The Group has implemented a fraud risk assessment mechanism to identify and evaluate fraud risks regularly [171]. - A comprehensive complaint and investigation mechanism is in place, allowing employees, suppliers, and customers to report misconduct [171].
太和控股(00718) - 2019 - 中期财报
2019-09-25 08:35
Revenue and Financial Performance - Revenue for the six months ended June 30, 2019, was approximately HK$16 million, down by 99.6% compared to approximately HK$4,009.5 million for the same period last year[10]. - Total revenue for the six months ended June 30, 2019, was HK$16,023,000, a significant decrease from HK$4,009,512,000 in the same period of 2018[62]. - Goods and services revenue was HK$12,109,000, down from HK$3,896,995,000 year-over-year[62]. - Loss before tax for the period was HK$9,033,000, compared to a loss of HK$68,459,000 in the prior year[62]. - Loss for the period was HK$4,775,000, a decrease from HK$92,258,000 in the same period of 2018[62]. - Other income increased to HK$35,529,000 from HK$6,017,000 year-over-year[62]. - Total comprehensive expense for the period was HK$7,924,000, compared to HK$108,637,000 in the previous year[64]. - Basic loss per share was HK$0.09, an improvement from HK$1.76 in the same period of 2018[64]. Business Segments and Operations - The business segments have been regrouped into (i) financial services and asset management; (ii) commodity and medical equipment trading; (iii) property investment; and (iv) mining and exploitation of natural resources[10]. - The Group recorded approximately HK$23.5 million profit in the financial services business for the period under review, compared to approximately HK$67.9 million profit in the same period last year[10]. - Revenue from medical equipment trading decreased by 29.3% to approximately HK$12.1 million compared to approximately HK$17.1 million in the corresponding period last year, while maintaining a steady profit of approximately HK$0.3 million[16]. - The revenue from the property investment segment for the six months ended June 30, 2019, was approximately HK$3.9 million, representing a substantial decrease of 92% compared to approximately HK$48.9 million in the same period last year[17]. - The Group's financial services business was primarily driven by effective interest income from a loan note investment by the Fund, which has been consolidated into the Group's financial statements over the last two years[10]. Cost Management and Strategy - Successful implementation of a cost reduction program significantly reduced various costs, including employee benefits expenses and other operating expenses[10]. - The management adopted a more prudent approach in identifying investment opportunities due to prevailing economic instability[10]. - The Group's strategy reflects a focus on effective investment methods amid trade friction[10]. - The management's discussion indicates a shift in business strategy to adapt to changing market conditions[10]. - The Group has adopted a more defensive investing stance since 2018 to cope with market uncertainties and volatility[33]. Assets and Liabilities - As of June 30, 2019, the carrying value of the investment portfolio was approximately HK$11.2 million, a significant decrease from approximately HK$2,140.5 million as of June 30, 2018[14]. - The Group's consolidated net asset was approximately HK$2,315.1 million, a decrease of approximately HK$1,057.9 million compared to HK$3,373 million as of December 31, 2018[24]. - The total equity attributable to owners of the Company was approximately HK$2,311.9 million as of June 30, 2019, down from approximately HK$3,370 million as of December 31, 2018[24]. - The Group's bank balances and cash were approximately HK$287.9 million as of June 30, 2019, compared to approximately HK$1,168 million as of December 31, 2018[24]. - The total debt financing of the Group was approximately HK$426.2 million as of June 30, 2019, slightly down from approximately HK$426.6 million as of December 31, 2018[24]. Distressed Assets and Market Conditions - The Group held no distressed debt assets at fair value at the end of the review period, down from approximately HK$10.2 million at the end of the previous year due to the disposal of all remaining distressed debt assets[11]. - The supply of distressed debt assets increased significantly in the first half of 2019 due to a slowdown in economic growth influenced by macro-factors in China[12]. - Increased competition from new investors in the distressed asset market in China has contributed to the slowdown in the Group's acquisition pace[12]. - The Group aims to avoid direct competition with larger corporations by focusing on specific subdivisions of the distressed asset market to leverage its core capabilities[12]. Corporate Governance and Compliance - The company complied with all provisions of the Corporate Governance Code during the six months ended 30 June 2019, except for certain disclosed deviations[47]. - All Directors confirmed full compliance with the Model Code for Securities Transactions during the six months ended June 30, 2019[40]. - The company emphasized transparency, independence, accountability, and responsibility in its corporate governance practices[47]. - The company will strive to meet the requirements of the Corporate Governance Code in the future[47]. Shareholder Information and Dividends - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2019, similar to the previous year[32]. - A second special dividend of 20 HK cents per share, totaling approximately HK$1,050 million, was paid on June 10, 2019[32]. - The Company had a total of 5,250,019,852 shares issued, with Satinu Resources Group Ltd. holding 3,937,234,889 shares, representing approximately 74.99% of the issued share capital[43]. Mining Operations and Exploration - The Group holds four mining right licenses for three tungsten projects in Mongolia, which are still in the exploration phase[20]. - Management has engaged qualified experts to conduct further exploration works, aiming to produce an updated resource estimation technical report compliant with the JORC Code[20]. - The second phase of exploitation work for mining rights in Khovd Gol and Tsunkheg is expected to be completed in 2020, with potential adjustments to recoverable amounts[170]. - The Group is actively seeking potential investors and strategic mining partnerships to minimize exploration risks[20]. Accounting Policies and Financial Reporting - The Group has applied HKFRS 16 for the first time, which supersedes HKAS 17, impacting the accounting for leases[87]. - The application of new and amended HKFRSs has had no material impact on the Group's financial performance for the current and prior periods[87]. - The Group's accounting policies have been updated to reflect the changes resulting from the application of HKFRS 16[89]. - The Group recognized lease liabilities of HK$19,014,000 and right-of-use assets equal to the lease liabilities upon the application of HKFRS 16 on January 1, 2019[102].
太和控股(00718) - 2018 - 年度财报
2019-04-29 10:49
Financial Performance - The Group maintained a healthy financial position despite a challenging year, with a focus on suppressing impacts from market volatility and reshuffling the asset portfolio by disposing of high-risk assets [8]. - The Group's financial resilience was enhanced, allowing for sufficient internal resources to be reserved for future investment opportunities [8]. - The Group's revenue from financial services for the year ended 31 December 2018 was HK$134 million, a decrease of 43% compared to the previous year, with over 98% of this revenue derived from effective interest income from loan note investments [10]. - The distressed debt assets held by the Group decreased to HK$10 million at the end of the year, representing a 98% decrease from HK$447 million at the end of the previous year [11]. - The net investment losses from Distressed Debt Asset Management amounted to HK$13 million, a decline from net investment gains of HK$81 million in 2017, resulting in a loss of HK$31 million for the year compared to a gain of HK$56 million the previous year [11]. - The change in fair value of financial assets held-for-trading resulted in a loss of HK$173 million, leading to substantial losses of HK$234 million from trading securities, compared to a gain of HK$117 million in the prior year [11]. - The Group's overall performance in financial services remained stable, recording a profit of HK$86 million, unchanged from the previous year [10]. - Revenue from commodity trading decreased by 62% to HK$4,045 million for the year ended 31 December 2018, down from HK$10,617 million in the previous year [16]. - Medical equipment trading revenue increased by 82% to HK$40 million for the year ended 31 December 2018, compared to the previous year [16]. - Property investment revenue decreased by 27% to HK$95 million for the year ended 31 December 2018, down from HK$130 million in the previous year [17]. - A loss of HK$125 million was recognized due to fair value changes in the Group's investment properties in the UK for the year ended 31 December 2018 [17]. Asset Management and Investments - The Group's investment portfolios were reshuffled to maximize returns to shareholders and improve risk management, with a focus on distressed debt assets [11]. - The Group adopted a prudent approach to maintain investments by decreasing the size of investment portfolios amid global uncertainties [11]. - The Group entered into a sale and purchase agreement with Solis Capital Limited for the proposed disposal of shares of The Hongkong and Shanghai Hotels, Limited [12]. - The Group's strategy includes actively tapping into the value gap of distressed debt assets in China to maximize overall revenues [10]. - The Group holds four mining right licenses for three tungsten projects in Mongolia [17]. - The acquisition cost for the mining rights was HK$940 million, satisfied through cash payment, promissory notes, and convertible preference shares [17]. - The impairment losses of the mining rights amounted to approximately HK$110 million for the year ended 31 December 2018, compared to HK$0 in 2017 [18]. - The average grades of the Mining Rights decreased, leading to a lower valuation, with specific grades reported as 1.1% and 2.7% for licenses 5518A & 11027A as of 31 December 2018 [24]. - The valuation method remained unchanged, utilizing the discounted cash flow method under the income approach for both 2018 and 2017 [21]. - The adopted price for 65% tungsten concentrate was US$14,030 per ton as of 31 December 2018, an increase from US$12,778 per ton in 2017 [27]. - The price growth rate for the valuation was 0.6% for 2018, down from 2.7% compound annual growth rate from 2006 [27]. - The discount rate applied in the valuation was 22.0% for 2018, compared to 21.5% in 2017 [27]. - The Group is in the process of identifying suitable independent third parties for potential cooperative arrangements to exploit the Mining Rights [27]. Corporate Governance - The Company has complied with all code provisions of the Corporate Governance Code throughout the year ended 31 December 2018, with certain disclosed deviations [97]. - The Board currently comprises three executive Directors and three independent non-executive Directors, ensuring compliance with the Listing Rules regarding board composition [107]. - The Company is in the process of identifying a suitable candidate for the Chairman position and will inform shareholders upon appointment [106]. - All Directors confirmed full compliance with the Model Code for Securities Transactions during the year ended 31 December 2018, with no incidents of non-compliance noted [98][99]. - The Board is responsible for major decisions including approval of policies, strategies, budgets, and financial information [101]. - The Company’s independent non-executive Directors meet the requirements under Rule 3.10 of the Listing Rules, with at least one possessing appropriate professional qualifications [107]. - Each independent non-executive Director has made an annual confirmation of independence, and the Company considers all INEDs to be independent [107]. - The Company’s governance practices emphasize transparency, independence, accountability, and responsibility, with regular reviews to meet shareholder expectations [96]. - The Board reserves the right to make decisions on all major matters, including internal control and risk management systems [101]. - The Board held a total of 30 meetings during the year ended December 31, 2018, ensuring adequate governance and oversight [111]. Risk Management - The Board is responsible for establishing a sound risk management and internal control system, which is designed to manage risks within acceptable levels rather than eliminate them entirely [139]. - The risk management and compliance department prepared a risk management framework, including risk identification, analysis, control, and reporting procedures [140]. - For the year ended 31 December 2018, the Group identified major risks relevant to its businesses and began implementing controls to mitigate those risks [143]. - The Audit Committee reviewed the effectiveness of the Group's material internal controls, ensuring compliance with applicable laws and regulations [144]. - The internal control system is designed to safeguard assets against unauthorized use and ensure reliable financial information is maintained [144]. - The Group's risk assessment system is deemed effective and adequate, with periodic reviews planned to enhance its operation [143]. - No material internal control deficiencies were discovered during the sampling check on major compliance control activities conducted in the second half of the year [143]. - The internal auditors conducted an independent appraisal of the adequacy and effectiveness of the risk management and internal control systems for the year ended December 31, 2018 [140]. Employee Engagement and Development - The Group emphasizes talent acquisition and retention through a multi-channel approach and incentive mechanisms to ensure long-term competitiveness [66]. - Employee remuneration is aligned with market standards, industry practices, and individual qualifications, with bonuses distributed based on profitability [66]. - The Group has established an annual performance appraisal system to regularly review employee performance and remuneration policies, aiming to motivate contributions and assist in career development [67]. - The recruitment policy is based on fairness and merit, requiring candidates to undergo objective assessments to ensure alignment with the Group's development needs [68]. - The Group prohibits any form of discrimination in the workplace and has established a reporting mechanism for biased treatment [68]. - Various employee engagement activities were organized to enhance team spirit and corporate culture, including birthday parties and annual dinners [69]. - The Group prioritizes occupational health and safety, providing guidelines for fire safety and encouraging reporting of unsafe conditions [74]. - The Group has established systematic training regimens including induction training, on-the-job training, and external training to support continuous staff development [77]. - The Group initiated special education allowances in FY2018 to encourage staff to pursue further studies related to their current roles or long-term career development [77]. Environmental, Social, and Governance (ESG) Initiatives - The Group focuses on sustainable development to create long-term value for stakeholders [52]. - The ESG Report covers financial services, asset management, commodity trading, medical equipment trading, and property investment, which are the major operating segments for FY2018 [53]. - Significant ESG matters include waste treatment, carbon emissions, energy and water consumption, and environmental impact management [54]. - The total carbon emission of the Group in FY2018 was 73.74 tonnes, with a carbon emission density of 0.042 tonnes of carbon dioxide per square meter of office space [57]. - The Group generated a total of 0.725 tonnes of waste during FY2018, including 0.719 tonnes of non-hazardous waste and 0.006 tonnes of hazardous waste [56]. - Approximately 0.28 tonnes of paper were saved in FY2018 due to the implementation of paperless practices and electronic documentation [56]. - The Group recycled 0.8 tonnes of waste paper during the Reporting Period through various environmental recycling policies [56]. - The Group has implemented green office initiatives to reduce waste and promote environmental protection policies [56]. - The Group has purchased additional video conferencing equipment to reduce greenhouse gas emissions from travel [57]. - The Group achieved a total energy consumption reduction of 5.4% during the Reporting Period through various energy-saving policies and measures [60]. Shareholder Engagement - The Company has adopted a dividend policy, with the payout ratio varying from year to year, and no assurance of specific amounts for any given period [156]. - Shareholders holding at least one-tenth of the paid-up capital can request a special general meeting, which must be convened within 2 months of the requisition [155]. - The Company has established procedures for shareholders to direct enquiries to the Board, including a dedicated email address [156]. - The Group's reserves available for distribution to equity holders as of December 31, 2018 amounted to approximately HK$3,107 million, down from approximately HK$4,498 million in 2017 [164]. - A special dividend of 28.58 HK cents per ordinary share was paid for the year ended 31 December 2018, with a total dividend of 48.58 HK cents for the year, compared to 1.81 HK cents in 2017 [163]. - The Company has recommended a second special dividend of 20 HK cents per ordinary share, subject to shareholder approval [163].