Revenue and Financial Performance - The Group's revenue decreased by approximately 17.2% to approximately US$51.9 million from approximately US$62.6 million in the previous year[21]. - The trading and supply chain management services business experienced a revenue decline of approximately 9.8% to approximately US$26.7 million from approximately US$29.6 million due to a change in sales mix[21]. - Overall revenue decreased by approximately 17.2% to approximately US$51.9 million from approximately US$62.6 million last year[29]. - Revenue from trading and supply chain management services fell by approximately 9.8% to approximately US$26.7 million, accounting for approximately 51.5% of total revenue[43]. - Revenue from online social platforms dropped by approximately 23.8% to approximately US$25.1 million from approximately US$33.0 million[44]. - Gross profit decreased by approximately 18.2% to approximately US$17.1 million, primarily due to the decline in overall revenue[24]. - Operating expenses decreased by approximately 3.0% to approximately US$17.0 million, attributed to reduced personnel and marketing costs[26]. - Profit for the year was approximately US$1.0 million, significantly lower than approximately US$4.1 million for the previous year[28]. Market Outlook and Business Strategy - The Group expects sluggish order demand in the first half of 2023 due to high customer inventories and uncertain global economic outlook[13]. - The overall situation in the trading and supply chain management services business is expected to remain unchanged in the first half of 2023, with gradual recovery anticipated in the second half[13]. - Management expects the first half of 2023 to be challenging due to cautious customer ordering and high inventory levels, impacting turnover and overall performance[65]. - The Group aims to stimulate sales by actively developing more innovative products to consolidate its competitiveness and market position[14]. - The Directors will focus on strengthening the Group's market position by improving sales channels and enhancing offerings in response to macroeconomic developments[67]. Online Social Platforms - The online social platform business is anticipated to see an increase in new users and sales of in-game currency following the relaxation of anti-pandemic measures in late 2022[14]. - The Group's online social platforms faced setbacks due to regulatory tightening and market competition, impacting user acquisition[9]. - The Group anticipates an increase in new users on online platforms and in-game currency sales in 2023, following the relaxation of pandemic restrictions[66]. Financial Position and Assets - The Group had cash and cash equivalents of approximately US$18.2 million as of December 31, 2022, an increase from approximately US$16.1 million in 2021[51]. - The current ratio improved to approximately 1.8 from approximately 1.5 in 2021, while the gearing ratio decreased to approximately 0.04 from approximately 0.11[52]. - Trade receivables amounted to approximately US$3.2 million, with gross trade receivables aged over 90 days at approximately US$1.1 million[53]. - The Group's trade receivables as of December 31, 2022, were approximately US$3.2 million, a decrease from approximately US$8.0 million in 2021[57]. - Other income increased to approximately US$1.4 million from approximately US$0.8 million, mainly due to reversals of provisions and government subsidies[25]. - As of December 31, 2022, the Group's net asset value was approximately US$11.3 million, an increase from approximately US$11.0 million in 2021[54]. - The Group's total staff costs for the year ended December 31, 2022, amounted to approximately US$12.2 million, down from approximately US$12.6 million in 2021[56]. Corporate Governance and Compliance - The Company has adopted the Corporate Governance Code as stated in the Listing Rules on The Stock Exchange of Hong Kong Limited[101]. - The Board is committed to complying with the Code to suit the needs and interests of the Company and its subsidiaries[101]. - During the year ended 31 December 2022, the Company complied with all applicable Code Provisions of the CG Code[102]. - The Company has adopted the Model Code for Securities Transactions by Directors as its code of conduct for dealing in securities[103]. - All Directors confirmed compliance with the required standards set out in the Model Code throughout the year ended 31 December 2022[103]. - The Company established written guidelines for securities transactions by relevant employees likely to possess unpublished inside information[104]. - No incidents of non-compliance with the Employees Written Guidelines were noted during the year ended 31 December 2022[104]. - The Company has complied with all applicable provisions of the corporate governance code as of December 31, 2022[106]. Board Composition and Diversity - As of December 31, 2022, the Board consisted of six Directors, including two executive Directors, one non-executive Director, and three independent non-executive Directors, complying with Listing Rules 3.10 and 3.10A[109]. - The Company achieved a gender diversity ratio in its workforce of 47% male and 53% female as of December 31, 2022, indicating a balanced representation[127]. - The Company aims to appoint one female director on or before December 31, 2024, to enhance gender diversity on the Board[126]. - The Nomination Committee is responsible for reviewing and assessing the diversity of the Board annually to ensure an appropriate mix of skills and perspectives[119]. - The Company has adopted a Board Diversity Policy to maintain an effective Board and enhance corporate governance standards[118]. Director Training and Responsibilities - The Company Secretary received no less than 15 hours of relevant professional training during the year ended December 31, 2022, to refresh her skills and knowledge[172]. - Directors received training on legal and regulatory updates, corporate governance, and their duties, with all Directors participating in relevant seminars and reading materials[169]. - The Company has arrangements for providing continuing briefing and professional development to Directors at the Company's expense whenever necessary[166]. - The Board is satisfied that each Director spends sufficient time performing their responsibilities, based on attendance and training records[149]. Committees and Meetings - The Company has established five board committees to oversee various aspects of governance and operations[142]. - The Audit Committee met three times during the year ended December 31, 2022, to review financial statements and internal control systems[189]. - The Remuneration Committee met once during the year ended December 31, 2022, to discuss remuneration policies for Directors and senior management[200]. - The Company amended the terms of reference of the Remuneration Committee effective December 21, 2022, to align with the CG Code[199]. - The Company has established procedures for employees to raise concerns about financial reporting improprieties since April 1, 2012[188].

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佈的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公佈 全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責 任。 Daohe Global Group Limited 道 和 環 球 集 團 有 限 公 司 （於百慕達註冊成立之有限公司） （股份代號：915） 截 至 二 零 二 二 年 十 二 月 三 十 一 日 止 年 度 末 期 業 績 公 佈 末期業績摘要： • 收益由截至二零二一年十二月三十一日止年度約62,600,000美元（相等於 約487,000,000港元）下降約17.2%至截至二零二二年十二月三十一日止年 度約51,900,000美元（相等於約403,800,000港元）。 • 截至二零二二年十二月三十一日止年度之溢利約為1,000,000美元（相等 於約7,800,000港元），較去年約4,100,000美元（相等於約31,900,000港元）下 跌約75.0%。 • 董事不建議就截至二零二二年十二月三十一日止年度派付末期股息。 ...

Financial Performance - Revenue for the six months ended June 30, 2022, was $30,389,000, representing an increase of 8.3% from $28,072,000 in the same period of 2021[4] - Gross profit for the period was $9,538,000, up from $8,883,000 in 2021, indicating a growth of 7.4%[4] - Profit for the period attributable to owners of the company decreased to $681,000, down 18.6% from $836,000 in 2021[4] - Basic and diluted earnings per share attributable to ordinary equity holders were both $0.05, compared to $0.06 in the previous year[4] - The company reported total comprehensive income for the period attributable to owners of the company at $243,000, down from $1,065,000 in 2021[8] - As of June 30, 2022, the total comprehensive income for the period was $243,000, compared to $1,065,000 for the same period in 2021, reflecting a decrease of approximately 77%[21] - The profit for the period for the six months ended June 30, 2022, was $681,000, a decrease from $836,000 in the same period of 2021, representing a decline of about 18.6%[21] - The Group's profit before tax for the first half of 2022 was impacted by a foreign exchange difference of US$187,000, compared to US$134,000 in 2021[66] - Profit for the period decreased from approximately US$0.8 million to approximately US$0.7 million[106] Assets and Liabilities - Total non-current assets increased to $2,325,000 as of June 30, 2022, from $1,758,000 at the end of 2021, reflecting a growth of 32.3%[15] - Total current assets decreased to $27,203,000 from $29,090,000, a decline of 6.5%[15] - Total current liabilities decreased to $17,091,000 from $19,091,000, showing a reduction of 10.5%[15] - Net assets as of June 30, 2022, were $11,202,000, an increase from $10,959,000 at the end of 2021, representing a growth of 2.2%[18] - Total liabilities as of June 30, 2022, were US$19,889,000, an increase from US$18,326,000 as of December 31, 2021[56] - Trade receivables decreased to US$7,287,000 as of June 30, 2022, from US$9,181,000 as of December 31, 2021, reflecting a reduction of approximately 20.6%[80] - Trade payables decreased to US$2,409,000 as of June 30, 2022, from US$4,253,000 as of December 31, 2021, a reduction of approximately 43.3%[85] Cash Flow and Capital Expenditures - Cash and cash equivalents at the end of the period were $15,628,000, an increase from $12,064,000 at the end of June 30, 2021, indicating a growth of approximately 29.5%[30] - Net cash flows from operating activities for the six months ended June 30, 2022, were $732,000, down from $968,000 in the same period of 2021, a decrease of about 24.4%[30] - The company reported a decrease in cash generated from operations to $828,000 in 2022 from $952,000 in 2021, a decline of approximately 13%[30] - Capital expenditures for the trading and supply chain management services segment were $12,000, while total capital expenditures across both segments were $28,000[49] - The Group acquired assets totaling US$28,000 during the six months ended June 30, 2022, a decrease of 41.7% from US$48,000 in 2021[76] Segment Performance - For the six months ended June 30, 2022, segment revenue from trading and supply chain management services was $15,226,000, while revenue from online social platforms was $15,163,000, totaling $30,389,000[49] - The adjusted profit before tax for the trading and supply chain management services segment was $1,625,000, compared to a loss of $469,000 for the online social platforms segment, resulting in a total profit before tax of $819,000[49] - Revenue from trading and supply chain management services grew approximately 22.1% from approximately US$12.5 million to approximately US$15.2 million[106] - Overall revenue from the Group's online social platforms business fell by approximately 2.8% from approximately US$15.6 million to approximately US$15.2 million[106] Economic and Market Conditions - The domestic economy in China was significantly impacted by the rapid spread of COVID-19 variants and strict government control measures, leading to reduced consumer spending and affecting the Group's online business profitability[142] - The new compliance guidelines regulating the "blind box" market released in early 2022 adversely affected sales of blind box products in the first half of 2022[144] - The Group anticipates that the downward trend in the performance of online social platforms will continue into the second half of 2022 due to ongoing economic pressures[144] - Management expects a challenging global business environment in the second half of 2022, with order placements likely to be adversely affected[141] VIE Contracts and Compliance - The VIE Contracts were established to comply with Chinese laws, allowing the WFOE to control the OPCO's financial performance and economic benefits[164] - The agreements are designed to ensure that all economic interests and risks of the OPCO flow to the WFOE, maintaining compliance with the negative list of foreign investment restrictions[163] - The VIE Contracts are legally binding and do not violate PRC laws, ensuring compliance with relevant regulations[186] - The VIE Contracts allow for dispute resolution through arbitration at the South China International Economic and Trade Arbitration Commission[191] - The company consults its PRC legal adviser to monitor legal developments affecting the VIE Contracts, ensuring compliance and risk mitigation[184]

Financial Performance - Daohe Global's revenue increased by approximately 46.9%, from approximately US$42.7 million in 2020 to approximately US$62.6 million for the year ended 31 December 2021[22] - The trading and supply chain management services business revenue grew by approximately 50.5%, rising from approximately US$19.7 million in 2020 to approximately US$29.6 million in 2021[23] - The online social platforms business revenue surged by approximately 43.7%, climbing from approximately US$23.0 million in 2020 to approximately US$33.0 million in 2021[23] - Gross profit increased by approximately 64.2% to approximately US$20.9 million in 2021, up from approximately US$12.7 million in 2020[24] - The Group achieved a profit of approximately US$4.1 million in 2021, a turnaround from a loss of approximately US$3.5 million in 2020[27] - Revenue from trading and supply chain management services rose by approximately 50.5% to approximately US$29.6 million in 2021, accounting for approximately 47.3% of total revenue[42] - Revenue from online social platforms grew by approximately 43.7% year-on-year, rising from approximately US$23.0 million in 2020 to approximately US$33.0 million in 2021[43] - Revenue from gamified social and online entertainment soared by approximately 90.1% year-on-year to approximately US$27.0 million in 2021[44] Operational Insights - The management anticipates steady growth in trading and supply chain management services in the first half of 2022 based on the number of orders received[11] - The management expects demand for trading and supply chain management services to remain high in the first half of 2022, despite challenges from the Omicron variant and global supply chain disruptions[60] - The online social platforms segment showed resilience in 2021, driven by the claw crane mobile online game, although recent COVID-19 surges may impact user spending[61] - The Group plans to continue exploring partnerships with toy designers and IP providers to enhance its pop toy business, which is still in the preliminary development stage[61] - Daohe Global plans to invest more resources in the development of the claw crane mobile online game and expand its unique pop toys product offerings[15] - The trend toy business is still in its early development stage, but management believes it has significant growth potential in the medium to long term, leading the company to allocate more resources to this area[64] Financial Position - The Group's cash and cash equivalents increased to approximately US$16.1 million as of December 31, 2021, up from approximately US$12.2 million in 2020[49] - As of December 31, 2021, the Group's current ratio was approximately 1.5, and the gearing ratio was approximately 0.11, with interest-bearing borrowings of approximately US$1.2 million and total equity of approximately US$11.0 million[50] - The Group's net asset value increased to approximately US$11.0 million as of December 31, 2021, compared to approximately US$6.9 million in 2020[50] - Trade receivables amounted to approximately US$8.0 million as of December 31, 2021, an increase from approximately US$3.7 million in 2020, with gross trade receivables aged over 90 days at approximately US$2.3 million[50] - Other income decreased by approximately US$1.6 million to approximately US$0.8 million in 2021, due to a one-off reversal of provisions in 2020[28] - Operating expenses increased by approximately 4.0% to approximately US$17.7 million in 2021, primarily due to higher personnel and marketing costs[26] Governance and Compliance - The company has a strong governance structure with independent non-executive directors overseeing key committees, ensuring compliance and strategic direction[84] - The Company has complied with all applicable Code Provisions of the Corporate Governance Code for the year ended December 31, 2021, except for certain deviations discussed in the report[105] - The Company has established mechanisms to ensure independent views and input are available to the Board, including strengthening the recruitment process for independent non-executive Directors[110] - The Company has adopted a Board Diversity Policy to achieve diversity on the Board, recognizing its importance in maintaining an effective Board and enhancing corporate governance standards[115] - The Board aims to achieve gender diversity by appointing one female director on or before December 31, 2024[123] - The Company has confirmed compliance with the Model Code for Securities Transactions by Directors throughout the year ended December 31, 2021[106] - The Company has established written guidelines for securities transactions by relevant employees likely to possess unpublished inside information[106] Management and Board Structure - The Board currently has five committees to assist in governance and oversight functions[136] - The roles of Chairman and CEO are segregated, with Mr. Zhou Xijian serving as Chairman and Mr. Wong Hing Lin, Dennis as CEO[182] - The Company has arranged appropriate insurance coverage for directors' and officers' liabilities against legal actions[125] - The Company has issued formal letters of appointment to its independent non-executive directors, outlining key terms of their appointments[186] - Each newly appointed Director receives a comprehensive induction to ensure understanding of the Group's business and operations[192] - The Company provides regular updates and presentations on changes in the business and regulatory environments to the Directors[198] - The Company continues to consider diversity perspectives in hiring for senior management positions[123]

Financial Performance - Revenue for the six months ended June 30, 2021, was $28,072,000, representing a 49.9% increase from $18,734,000 in the same period of 2020[7] - Gross profit for the same period was $8,883,000, up from $5,427,000, indicating a gross margin improvement[7] - Profit attributable to owners of the company for the period was $836,000, a significant recovery from a loss of $3,352,000 in the prior year[11] - Basic and diluted earnings per share for the period were both $0.06, compared to a loss of $0.22 per share in the previous year[8] - For the six months ended June 30, 2021, the total comprehensive income was US$1,065,000, compared to a total comprehensive loss of US$3,472,000 for the same period in 2020[19] - The Group reported a profit before tax of US$911,000 and a profit for the period of US$836,000 for the same period[40] - The Group turned around from a loss of approximately US$3.4 million for the six months ended 30 June 2020 to a profit of approximately US$0.8 million for the review period[108] Assets and Liabilities - Total current assets increased to $21,436,000 as of June 30, 2021, from $21,074,000 at the end of 2020[14] - Net current assets rose to $7,233,000, compared to $6,450,000 at the end of 2020, reflecting improved liquidity[14] - Total assets less current liabilities increased to $9,323,000 from $8,487,000 at the end of 2020, indicating a stronger financial position[14] - Total assets as of June 30, 2021, increased to US$23,526,000 from US$23,111,000 as of December 31, 2020, reflecting a growth of approximately 1.8%[50] - Segment liabilities totaled US$11,588,000 as of June 30, 2021, compared to US$12,255,000 as of December 31, 2020, indicating a decrease of approximately 5.4%[50] Cash Flow and Financing - The operating profit before working capital changes for the first half of 2021 was US$1,412,000, while the cash generated from operations was US$952,000[27] - Cash and cash equivalents at the end of the period were US$12,064,000, an increase from US$10,699,000 at the end of June 2020[27] - The company reported a net cash outflow from financing activities of US$1,482,000 for the first half of 2021[27] - The accumulated losses as of June 30, 2021, were US$170,860,000, a decrease from US$171,649,000 at the end of June 2020[19] Revenue Breakdown - For the six months ended June 30, 2021, the Group's total revenue from external customers was US$28,072,000, with segment revenues of US$12,474,000 from trading and supply chain management services and US$15,598,000 from online social platforms[38] - Sales of merchandise rose to US$10,306,000 in the first half of 2021, up 51.8% from US$6,811,000 in the prior year[53] - Commission income increased by 57.2% to US$4,350,000 in 2021 from US$2,763,000 in 2020[53] - Internet value-added services (IVAS) revenue surged to US$13,414,000, a growth of 132.1% compared to US$5,784,000 in the previous year[53] - Revenue from trading and supply chain management services grew approximately 51.4% from approximately US$8.2 million to approximately US$12.5 million[104] - Overall revenue from the online social platforms business surged by approximately 48.6% from approximately US$10.5 million to approximately US$15.6 million[104] Expenses and Cost Management - The company experienced a decrease in post-employment benefits of US$19,000 during the first half of 2021[27] - The cost of inventories sold for the first half of 2021 was US$7,375,000, an increase of 52.2% from US$4,845,000 in 2020[64] - Cost of services provided rose to US$11,814,000 in 2021, up 39.5% from US$8,462,000 in the previous year[64] - Employee benefit expenses decreased slightly to US$5,736,000 in 2021 from US$6,047,000 in 2020, reflecting a reduction of 5.2%[64] - Operating expenses decreased by approximately 20.1% to approximately US$8.4 million from approximately US$10.5 million for the corresponding period last year[107] Management and Strategy - The management expects a challenging business environment in the second half of 2021 due to various external factors[139] - The management expects the positive trend in the online social platforms business to be sustainable in the second half of 2021, driven by growth in the pop toys market in the PRC[145] - The management plans to enhance sales and promotional strategies through various channels and explore innovative ideas to meet the changing needs of consumers in the PRC[146] - The management will implement effective cost control measures to maintain competitiveness in a challenging business environment[143] - The Group remains cautiously optimistic about its long-term business development despite challenges and uncertainties in the global markets due to the ongoing COVID-19 pandemic[147] VIE Contracts and Regulatory Risks - The Group's business operations are subject to restrictions for foreign investors under the Negative List, necessitating the use of VIE Contracts to gain control over the OPCO Group[157] - The Exclusive Technology Consulting and Services Agreement allows the WFOE to provide consulting services to the OPCO, with service fees equating to 100% of the net profit after deducting taxes, costs, and expenses[160] - The VIE Contracts include a Business Operation Agreement with an initial term of 10 years, allowing WFOE to control OPCO's operations and management[163] - The PRC government may determine that the VIE Contracts do not comply with applicable regulations, posing potential risks[185] - The VIE Contracts are legally binding and do not violate mandatory provisions of laws applicable to the WFOE and OPCO[191]

道和環球 DAOHE GLOBAL DAOHE GLOBAL GROUP LIMITED 道和環球集團有限公司 (Incorporated in Bermuda with limited liability 於百慕達註冊成立之有限公司) (Stock Code 股份代號: 915) ANNUAL REPORT 年報 2020 ● T: . · 0 ● ● . . o . . of 3 5 CONTENTS 目 錄 | --- | --- | --- | |-------|-------|------------------------------------------------------------------------------| | | | | | | | Chairman's Statement 主席報告書 | | | | Management Discussion and Analysis 管理層討論及分析 | | 11 | | Biographical Details of Directors and Senior Management 童事及高級管理層资料 | | 17 | | Corp ...

Financial Performance - Revenue for the six months ended June 30, 2020, was $18,734,000, a decrease of 48.7% compared to $36,557,000 in the same period of 2019[20][21] - Gross profit for the period was $5,427,000, down 27.3% from $7,480,000 in 2019[24][26] - Loss for the period was $3,352,000, slightly improved from a loss of $3,479,000 in the same period of 2019[49][51] - Total comprehensive loss for the period was $3,472,000, compared to $4,175,000 in 2019, indicating a reduction of 16.8%[74] - Basic and diluted loss per share for the six months ended June 30, 2020, was (0.22) cents, compared to (0.23) cents in 2019[65] - The operating loss before working capital changes for the six months ended June 30, 2020, was US$1,150,000, compared to an operating loss of US$2,520,000 for the same period in 2019, showing a significant reduction of approximately 54.4%[187] - The Company reported cash flows used in operating activities of US$3,296,000 for the six months ended June 30, 2020, compared to US$2,520,000 for the same period in 2019, indicating an increase of approximately 30.7%[187] Assets and Liabilities - Non-current assets increased to $2,781,000 as of June 30, 2020, from $2,018,000 at the end of 2019, reflecting a growth of 37.8%[78] - Current assets decreased to $18,405,000 from $24,427,000, a decline of 24.7%[78] - Total liabilities decreased from $16,042,000 to $13,330,000, a reduction of 16.9%[78] - Net assets decreased to $6,306,000 from $9,778,000, a decline of 35.5%[82] - The Company reported a cash and cash equivalents balance of $10,699,000 as of June 30, 2020, down from $12,723,000 at the end of 2019[78] - Cash and cash equivalents at the end of the period were US$10,699,000, a decrease from US$12,723,000 at the beginning of the period, representing a decline of about 15.9%[187] - As of June 30, 2020, total equity attributable to owners of the Company decreased to US$6,306,000 from US$9,778,000 at the beginning of the year, reflecting a decline of about 35.5%[85] - The accumulated losses increased to US$171,649,000 as of June 30, 2020, from US$168,297,000 at the beginning of the year, indicating an increase of about 1.4%[85] Business Operations - The Company has not reported any new product launches or technological advancements during this period[188] - There were no significant market expansions or acquisitions mentioned in the report[188] - The Company continues to engage in trading and supply chain management services, as well as operating online social platforms[188] - The Group's business comprises two reportable operating segments: trading and supply chain management services, and operation of online social platforms[196] Financial Reporting and Standards - The adoption of revised Hong Kong Financial Reporting Standards has no material impact on the preparation of the Group's condensed consolidated interim financial statements[194] - The condensed consolidated interim financial statements are presented in United States dollars (US$) for the six months ended 30 June 2020[193] - The Group's interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2019[193] - The Group's financial information is prepared in accordance with Hong Kong Accounting Standards and the disclosure requirements of the Listing Rules on the Stock Exchange[193] Segment Reporting - Management monitors the results of the Group's operating segments separately for resource allocation and performance assessment[196] - The Group's performance evaluation is based on reportable segment loss, which is a measure of adjusted loss before tax[196] - Intersegment sales and transfers are transacted with reference to the selling prices used for sales made to third parties at prevailing market prices[197] - The adjusted loss before tax is measured consistently with the Group's loss before tax, excluding bank interest income, interest on bank borrowings, share of loss of a joint venture, and corporate and other unallocated expenses[196] - The Group was incorporated in Bermuda and has been listed on the Stock Exchange of Hong Kong since 10 May 2002[193]

Rea 道和環球 DAOHE GLOBAL DAOHE GLOBAL GROUP LIMITED 道和環球集團有限公司 (Incorporated in Bermuda with limited liability 於百慕達註冊成立之有限公司) (Stock Code 股份代號: 915) | --- | --- | --- | --- | --- | |---------|-------|-------|-------|-------| | | | | | | | 2019 \| | | | | | | | | | | | | | | r | | | | | | | | | | | | | | | Contents 目 錄 Chairman's Statement 主席報告書 3 Management Discussion and Analysis 管理層討論及分析 5 Biographical Details of Directors and Senior Management 董事及高級管理層資料 12 Corporate Governance Report 公司管治報告 20 Environmenta ...

Revenue Performance - Revenue for the six months ended June 30, 2019, was US$36,557,000, a decrease from US$58,239,000 in the same period of 2018, representing a decline of approximately 37.2%[19] - Revenue from external customers for the six months ended June 30, 2019, was $36,557,000, a decrease from $58,239,000 in the same period of 2018, representing a decline of approximately 37.2%[185] - Revenue from sales of merchandise decreased to $13,297,000 from $32,270,000, marking a decline of approximately 58.8%[185] - Commission income for the period was $4,550,000, down from $5,418,000, representing a decrease of about 16%[185] - For the six months ended June 30, 2019, segment revenue from trading and supply chain management services was $17,847,000, while revenue from the operation of online social platforms was $18,710,000, totaling $36,557,000[116] Profit and Loss - Gross profit for the same period was US$7,480,000, down from US$13,526,000 in 2018, indicating a decrease of about 44.0%[19] - Loss for the period was US$3,479,000, compared to a loss of US$11,303,000 in the prior year, showing an improvement of approximately 69.1%[28] - Total comprehensive loss for the period was US$4,175,000, compared to US$13,258,000 in 2018, reflecting a reduction of about 68.5%[29] - The company reported a loss before tax of $12,857,000 for the period, compared to a loss before tax of $4,208,000 in the previous period[180] - The company incurred a loss for the period of $11,303,000, which is a substantial increase from the loss of $3,479,000 reported previously[180] Expenses - Selling and marketing expenses decreased to US$2,507,000 from US$7,021,000, a reduction of about 64.3%[19] - General and administrative expenses slightly decreased to US$9,646,000 from US$9,988,000, a decline of approximately 3.4%[19] - The impairment loss on goodwill was recorded as US$0, a significant improvement from US$9,700,000 in the previous period[19] - Amortization of other intangible assets was $6,845,000, reflecting ongoing costs associated with intangible asset management[180] Cash Flow and Liquidity - Cash generated from operations was negative at US$2,520,000, a significant increase from the previous year's negative cash flow of US$761,000[48]. - Net cash flows used in operating activities totaled US$3,296,000, compared to US$15,000 in the prior year, indicating a substantial increase in cash outflow[48]. - Cash and cash equivalents decreased from US$17,192,000 as of December 31, 2018, to US$6,719,000 as of June 30, 2019, a decline of about 60.9%[33] - Cash and cash equivalents at the end of the period were US$6,719,000, down from US$14,327,000 at the end of the previous period[48]. - The Group's cash flow from financing activities was negative, with a net cash outflow of US$153,000 during the reporting period[48]. Assets and Liabilities - Total non-current assets decreased from US$19,823,000 as of December 31, 2018, to US$18,489,000 as of June 30, 2019, representing a decline of approximately 6.7%[33] - Total current assets decreased from US$30,644,000 as of December 31, 2018, to US$27,727,000 as of June 30, 2019, a reduction of about 9.5%[33] - Total current liabilities increased slightly from US$19,414,000 as of December 31, 2018, to US$19,688,000 as of June 30, 2019, an increase of approximately 1.4%[33] - Net assets increased from US$24,602,000 as of December 31, 2018, to US$20,427,000 as of June 30, 2019, indicating a decrease of about 17%[35] - The company’s equity attributable to owners decreased from US$24,537,000 as of December 31, 2018, to US$20,378,000 as of June 30, 2019, a decrease of approximately 17%[35] Accounting Standards and Policies - The Group's financial statements have been prepared in accordance with Hong Kong Accounting Standards, specifically HKAS 34 for interim financial reporting[51]. - The adoption of HKFRS 16 Leases has been implemented using the modified retrospective method, affecting the accounting for leases from January 1, 2019[64]. - The Group adopted HKFRS 16 on January 1, 2019, which requires all leases to be recognized as right-of-use assets and lease liabilities, impacting the financial statements significantly[68] - The cumulative impact of adopting HKFRS 16 was reflected in the retained earnings adjustment as of January 1, 2019, without restating prior year comparatives[68] Strategic Initiatives - The company aims to enhance its market position through strategic initiatives and potential new product developments in the upcoming periods[21] - The Group terminated its money lending business during the period, resulting in a focus on two reportable operating segments[116] - The Group's financial performance reflects ongoing challenges in operational efficiency and cash management strategies[48].

Financial Performance - Daohe Global recorded a revenue of approximately US$107.5 million for the year ended 31 December 2018, representing a year-on-year growth of around 195.2% from the online social platforms business, which contributed approximately US$43.5 million[12]. - The gross profit for the year was approximately US$27.7 million, with about US$9.4 million coming from the online social platforms operation[26]. - Operating expenses increased to approximately US$33.0 million, primarily due to the growth in the online social platforms business[27]. - The loss for the year amounted to approximately US$84.2 million, which included non-cash impairment losses on goodwill of approximately US$66.5 million[28]. - Excluding non-cash impairment losses, the Group's profit for the year would have been approximately US$8.6 million[28]. - Gross profit for the year ended December 31, 2018, was approximately US$27.7 million, compared to US$18.2 million for the eight months ended December 31, 2017[30]. - Operating expenses for the year ended December 31, 2018, were approximately US$33.0 million, an increase from US$23.6 million for the eight months ended December 31, 2017, primarily due to increased expenses in the online social platform segment[30]. - The Group reported a loss of approximately US$84.2 million for the year ended December 31, 2018, compared to a loss of US$76.2 million for the eight months ended December 31, 2017[31]. - Revenue from trading and supply chain management services was approximately US$64.0 million, representing about 59.5% of the Group's total revenue, down from approximately 81.1% for the eight months ended December 31, 2017[44]. - Revenue from the operation of online social platforms surged by 195.2% to approximately US$43.5 million, contributing around 40.5% of the Group's total revenue[45]. Market and Business Strategy - The number of Internet users in China reached 829 million as of December 2018, with 817 million using mobile phones, indicating a significant market opportunity[16]. - Daohe Global plans to terminate its money lending business in 2019 to focus resources on trading, supply chain management services, and online social platforms, which have greater development potential[17]. - The company aims to develop more mobile games to meet the demand for innovative online social and entertainment experiences[16]. - Daohe Global will explore other areas suitable for procurement to satisfy the needs of US-based business partners[13]. - The company has established long-term relationships with brand partners and retail customers, which will help navigate challenges posed by the ongoing China-US trade dispute[13]. - The management expects challenges in trading and supply chain management services due to the ongoing China-US trade dispute, particularly affecting exports in the first half of 2019[81]. - The Group plans to expand procurement beyond China to meet customer requirements, especially from US clients, while continuing to enhance product offerings and competitive pricing[82]. Impairment and Losses - The Group recognized non-cash impairment losses on goodwill and other intangible assets of approximately US$66.5 million and US$21.7 million, respectively, due to a challenging business environment[51]. - The Group recognized an impairment loss of US$75.5 million for goodwill and other intangible assets for the year ended December 31, 2018, due to anticipated declines in future earnings from two business segments[56]. - The trading and supply chain management services segment recognized an impairment loss of US$12.7 million, with US$9.7 million provided in the interim results due to a challenging business environment and reduced customer orders[59]. - A further impairment loss of US$3 million was recognized for the trading and supply chain management segment for the year ended December 31, 2018, primarily due to fewer orders from U.S. customers affected by the China-US trade war[60]. Cash and Assets - As of December 31, 2018, the Group's cash and cash equivalents amounted to approximately US$17.2 million, an increase from US$13.3 million in 2017[72]. - The Group's current ratio was approximately 1.6, with a gearing ratio of zero, indicating no interest-bearing borrowings[73]. - Trade receivables as of December 31, 2018, were approximately US$8.8 million, with US$1.2 million aged over 90 days being closely monitored[74]. - The Group's net asset value decreased to approximately US$24.6 million as of December 31, 2018, down from approximately US$111.5 million in 2017[74]. Corporate Governance - The Company has adopted the Corporate Governance Code as stated in the Listing Rules on The Stock Exchange of Hong Kong Limited[126]. - During the year ended 31 December 2018, the Company complied with all applicable Code Provisions of the CG Code, except for certain deviations[127]. - The Board of Directors consisted of seven Directors, including three Executive Directors, one Non-executive Director, and three Independent Non-executive Directors during the year ended 31 December 2018[135]. - The Board had six Directors after the resignation of Mr. YU Lei as an Executive Director effective from 1 January 2019[135]. - The Company established written guidelines for securities transactions by employees likely to possess unpublished inside information, with no incidents of non-compliance noted during the year[129]. - The Directors have given sufficient time and attention to the Company's affairs during the year ended 31 December 2018[136]. - Independent Non-executive Directors provide diversified skills and expertise, ensuring the interests of all Shareholders are considered[137]. - The Company maintains an updated list of Directors identifying their roles and functions on its website and the Stock Exchange[138]. - The Company has adopted a Board Diversity Policy to ensure a diverse mix of skills, knowledge, and experience among Board members, which is essential for effective governance[143][144]. - The Nomination Committee is responsible for assessing Board diversity and ensuring an appropriate balance of perspectives, skills, and experience[145]. - The Company has implemented a Director Nomination Policy to maintain a suitable mix of skills and experience on the Board[148]. - The Board meets regularly to review and approve financial and operational performance, ensuring compliance with corporate governance standards[159]. - The Company has arranged appropriate insurance coverage for directors' and officers' liabilities to protect against legal actions arising from corporate activities[150]. - The management provides monthly updates and financial accounts to the Board to ensure informed decision-making[152]. - The Board is collectively responsible for promoting the success of the Group and making decisions in the best interests of the Company[151]. - The Company emphasizes the importance of training and continuous professional development for Directors and senior management[157]. - The Board is tasked with developing and reviewing the Company's corporate governance policies and practices[158]. - The Company has four Board committees, including Executive, Audit, Remuneration, and Nomination[164]. Management and Directors - Mr. Ho Chi Kin has over 20 years of experience in wealth management services across the USA, Hong Kong, and mainland China, focusing on corporate restructuring and mergers and acquisitions[99]. - The company has appointed Mr. Ho as Chief Financial Officer since January 1, 2018, and he is also a member of the Executive Committee of the Board[100]. - Mr. Wang Arthur Minshiang has been an Independent Non-executive Director since April 22, 2002, and is currently the Chairman of the Remuneration Committee[102]. - Mr. Lau Shu Yan, appointed as an Independent Non-executive Director on January 11, 2017, is the Chairman of the Audit Committee[108]. - Mr. Zhang Huijun has been an Independent Non-executive Director since January 11, 2017, and is a member of the Audit, Remuneration, and Nomination Committees[113]. - The company has a diverse board with members holding extensive experience in finance, accounting, and corporate governance[99][100][102][108][113]. - The management team includes professionals with qualifications from prestigious institutions, enhancing the company's strategic decision-making capabilities[99][100]. - The company is focused on expanding its corporate restructuring and financial consulting services in mainland China[99]. - The board's composition reflects a strong commitment to governance and oversight, with independent directors actively participating in key committees[102][108]. - The company aims to leverage its management's extensive experience to enhance shareholder value through strategic initiatives[99][100]. Director Remuneration - Mr. WONG Hing Lin, Dennis was appointed as the Chief Executive Officer and Chairman of the Executive Committee effective from January 1, 2019[165]. - Mr. HO Chi Kin was appointed as Chief Financial Officer effective from January 1, 2018[165]. - The attendance of Mr. WONG Hing Lin at Board meetings was 4 out of 4, and at Executive Committee meetings was 6 out of 6[168]. - The Company held a total of 4 Board meetings and 2 Audit Committee meetings during the year ended December 31, 2018[168]. - The roles of Chairman and CEO are segregated, with responsibilities clearly defined[174]. - The Company ensures that all Directors are subject to retirement by rotation and eligible for re-election at least once every three years[176]. - Key issues and decisions made during meetings were communicated to Directors in a timely manner[173]. - The Board is satisfied that each Director spends sufficient time performing their responsibilities[173]. - The Company circulates written resolutions for approval by Board members, except in cases of conflict of interest[172]. - Mr. WONG Hing Lin, Dennis's director salary increased to HK$450,000 per month effective from January 1, 2019[190]. - Mr. HO Chi Kin's director salary increased to HK$120,000 per month effective from January 1, 2019[190]. - Mr. HO Chi Kin appointed as company secretary effective from August 24, 2018[191]. - Mr. HO Chi Kin acted as chairman of the 2018 AGM due to Mr. ZHOU Xijian's absence[180]. - All Independent Non-executive Directors confirmed their independence as per Rule 3.13 of the Listing Rules[182]. - Mr. WANG Arthur Minshiang has served as Independent Non-executive Director for over nine years and was re-elected at AGMs held on August 27, 2012, and August 27, 2015[182]. - The Company provides ongoing professional development and updates to Directors regarding business and regulatory changes[186][187]. - The Company has a clear separation of roles between the Chairman and the Chief Executive Officer[179]. - The Company ensures all Directors receive tailored induction upon appointment to understand their responsibilities[183]. - The Company has formal letters of appointment for all Independent Non-executive Directors outlining key terms[181]. - Mr. Huang's director salary increased to HKD 450,000 per month starting January 1, 2019[193]. - Mr. Ho's director salary increased to HKD 120,000 per month starting January 1, 2019[194]. - Mr. Ho has been serving as the Company Secretary since August 24, 2018, and is also the Executive Director and Chief Financial Officer[195]. - The Company has four committees: Executive Committee, Audit Committee, Remuneration Committee, and Nomination Committee, overseeing specific aspects of the Company's affairs[200].