Financial Performance - Revenue for the six months ended June 30, 2021, was HKD 77,536,000, an increase of 18.5% compared to HKD 65,429,000 for the same period in 2020[3] - Gross profit for the same period was HKD 23,652,000, up from HKD 19,255,000, reflecting a gross margin improvement[3] - The company reported a loss of HKD 19,595,000 for the six months ended June 30, 2021, significantly reduced from a loss of HKD 66,805,000 in the prior year, indicating a 70.7% improvement[3] - Other income increased to HKD 3,250,000 from HKD 2,081,000, representing a growth of 56.2%[3] - The company recorded a total comprehensive loss of HKD 1,085,000 for the six months ended June 30, 2021, compared to HKD 27,025,000 in the previous year, reflecting a significant reduction in losses[5] - The pre-tax loss for the six months ended June 30, 2021, was HKD 19,595,000, compared to a pre-tax loss of HKD 66,805,000 for the same period in 2020, indicating a significant reduction in losses[33] - The loss for the period decreased by approximately HKD 47,200,000 to about HKD 19,600,000, primarily due to increased gross profit and reduced financial costs[86] Assets and Liabilities - The total assets as of June 30, 2021, were HKD 152,965,000, compared to HKD 132,231,000 as of December 31, 2020, showing a growth of 15.7%[7] - Current assets increased to HKD 145,113,000 from HKD 124,266,000, marking a rise of 16.8%[7] - The company’s total liabilities as of June 30, 2021, were approximately HKD 986,240,000, slightly up from HKD 985,155,000 at the end of 2020[16] - Total liabilities as of June 30, 2021, were HKD 1,139,205,000, compared to HKD 1,117,386,000 as of December 31, 2020, showing a slight increase in liabilities[33] - The company reported a capital deficit of approximately 813.5 million HKD as of June 30, 2021, compared to approximately 812.5 million HKD as of December 31, 2020[110] Cash Flow and Investments - Operating cash flow before changes in working capital was HKD 13,454,000, an increase from HKD 6,937,000 in the previous year[14] - The company’s cash and cash equivalents stood at HKD 68,258,000, up from HKD 63,517,000, indicating a 7.4% increase[7] - The company’s net cash used in investing activities was HKD (1,240,000), compared to HKD (614,000) in the previous year[14] - The company invested approximately HKD 1,240,000 in property, plant, and equipment during the period, compared to HKD 614,000 in the same period of 2020[52] Sales and Revenue Breakdown - The company reported external customer sales of HKD 77,536,000 for the six months ended June 30, 2021, with Jamaica contributing HKD 64,737,000 and the USA contributing HKD 12,799,000[42] - The average selling price of raw sugar increased by approximately 17.1%, attributed to a decline in global sugar production for the second consecutive year[93] - The sales volume of raw sugar increased by approximately 5.9%, with local sales rising by about 1,300 tons[93] - The revenue from molasses increased by approximately JMD 167,300,000 (about HKD 7,600,000), driven by a 32.3% rise in average selling price and a 61.0% increase in sales volume[94] Inventory and Receivables - As of June 30, 2021, the company's inventory totaled HKD 78,249,000, an increase of 45.4% from HKD 53,836,000 on December 31, 2020[56] - The net realizable value of inventory was HKD 59,584,000 as of June 30, 2021, compared to HKD 34,536,000 at the end of 2020, reflecting a significant increase of 72.5%[56] - Trade receivables amounted to HKD 85,191,000 as of June 30, 2021, down 4.1% from HKD 88,965,000 on December 31, 2020[57] - The company reported a decrease in trade receivables after impairment losses, with a net amount of HKD 2,846,000 as of June 30, 2021, compared to HKD 6,898,000 at the end of 2020[60] Employee and Operational Insights - The total employee compensation during the review period was approximately HKD 25 million, up from HKD 20.5 million for the six months ended June 30, 2020, primarily due to an increase in the number of employees[119] - The company has 136 full-time employees and 539 temporary employees as of June 30, 2021, compared to 116 full-time and 422 temporary employees as of December 31, 2020[119] - The operating profit for the ethanol business segment was approximately 100,000 HKD for the six months ended June 30, 2021, compared to an operating loss of approximately 500,000 HKD in the same period in 2020[106] Corporate Governance and Compliance - The company has adopted a code of conduct for directors' securities trading, which complies with the standards set out in the listing rules[149] - The company's audit committee reviewed the unaudited consolidated interim financial statements for the six months ending June 30, 2021, and confirmed proper disclosure according to applicable accounting standards[148] - The company has complied with the corporate governance code, with some deviations noted, including the absence of specified terms for non-executive directors[144] Future Outlook and Strategic Plans - The company has prepared a budget and business plan for the next twelve months to reduce losses and increase cash flow[19] - The sugar business segment is expected to see continued high international sugar prices in the second half of the year due to anticipated declines in sugar production from major producing countries[126] - The ethanol plant construction will remain suspended in the second half of 2021 while alternative business plans are being determined[129]

2020 華 聯 國 際 ( 控 股 ) 有 限 公 司 年 報 於 開曼 群島註冊成立之有限公司 股份代號：969 F R O ME F A C T O R Y F 目錄 頁次 公司資料 2 主席報告及管理層討論與分析 3 | --- | |--------------------------| | | | | | 董事及高層管理人員簡介 | | 董事會報告 | | 企業管治報告 | | 獨立核數師報告 | | 綜合損益及其他全面收益表 | | 綜合財務狀況報表 | | 綜合權益變動報表 | | 綜合現金流量表 | | 綜合財務報表附註 | | 五年財務概要 | 13 17 25 42 46 47 48 49 50 106 01 華聯國際（控股）有限公司 公司資料 | --- | --- | |------------------------------------------------|---------------------------------------------------| | 執行董事 | 核數師 | | 劉學義先生 | 香港立信德豪會計師事務所有限公司 | | 韓宏先生 | 執業會計 ...

Financial Performance - Revenue for the six months ended June 30, 2020, was HKD 65,429,000, an increase of 25.3% compared to HKD 52,218,000 for the same period in 2019[2]. - Gross profit for the same period was HKD 19,255,000, up from HKD 11,871,000, reflecting a significant improvement in profitability[2]. - The company reported a loss before tax of HKD 66,805,000, compared to a loss of HKD 65,030,000 in the previous year, indicating a slight increase in losses[2]. - Total comprehensive loss for the period was HKD 27,025,000, a reduction from HKD 49,450,000 in the prior year, showing an improvement in overall financial performance[5]. - The company reported a net loss of approximately HKD 66.8 million for the six months ended June 30, 2020, compared to a net loss of HKD 65.0 million for the same period in 2019[18]. - The net cash used in operating activities was HKD (7.7) million for the six months ended June 30, 2020, compared to HKD 9.1 million generated in the same period in 2019[15]. - The total cash and cash equivalents decreased by HKD 7.0 million, resulting in a balance of HKD 54.2 million as of June 30, 2020, down from HKD 66.9 million at the end of the previous period[15]. - The company’s total comprehensive loss for the period included a loss of HKD 36.9 million attributable to owners of the company[1]. - The pre-tax loss for the group was HKD 66,805,000 for the six months ended June 30, 2020, compared to a pre-tax loss of HKD 65,030,000 for the same period in 2019[31]. - The net loss for the period increased by approximately HKD 1,800,000 to about HKD 66,800,000, primarily due to a combination of positive and negative impacts[88]. Assets and Liabilities - Non-current assets decreased to HKD 9,174,000 from HKD 11,244,000, indicating a decline in long-term asset value[7]. - Current assets decreased to HKD 181,030,000 from HKD 199,978,000, reflecting a reduction in liquidity[7]. - Total assets decreased to HKD 190,204,000 from HKD 211,222,000, indicating a contraction in the company's asset base[7]. - Current liabilities increased slightly to HKD 1,096,995,000 from HKD 1,091,715,000, suggesting a stable level of short-term obligations[9]. - The company reported a net asset deficiency of HKD 932,686,000, worsening from HKD 905,661,000, indicating increased financial strain[9]. - The total liabilities of the group as of June 30, 2020, were HKD 1,122,890,000, compared to HKD 1,116,883,000 as of December 31, 2019[34]. - The company’s current liabilities and total liabilities were approximately HKD 916.0 million and HKD 932.7 million, respectively, as of June 30, 2020[18]. - The equity attributable to owners of the company was a deficit of approximately 765,700,000 HKD as of June 30, 2020, compared to a deficit of approximately 746,600,000 HKD as of December 31, 2019[111]. Operational Highlights - The segment revenue from the sugar business was HKD 65,429,000 for the six months ended June 30, 2020, while the segment loss was HKD 60,249,000[31]. - The external customer sales from Jamaica were HKD 48,733,000 for the six months ended June 30, 2020, compared to HKD 37,574,000 for the same period in 2019, reflecting a growth of 29.0%[42]. - The group sold approximately 8,200 tons of raw sugar and 9,800 tons of honey during the six months ended June 30, 2020, compared to 7,400 tons of raw sugar and 12,500 tons of honey in the same period of 2019[92]. - The average selling price of raw sugar increased by approximately 26.6%, while sales volume grew by about 10.8%, leading to an increase in raw sugar revenue of approximately JMD 271.1 million (approximately HKD 16.2 million)[95]. - The group implemented new distribution arrangements in Jamaica, which helped stabilize local sales and avoid price wars among sugar producers[95]. Financial Support and Management - The company has received a commitment from its major shareholder to provide ongoing financial support, including not pursuing repayment of approximately HKD 500.6 million until the company can meet its obligations[18]. - The company’s major shareholder has provided an irrevocable supplemental commitment to defer repayment obligations of HKD 533.7 million[18]. - The company is actively monitoring its debtors to expedite the collection of outstanding receivables[21]. - The company has implemented measures to reduce operating cash outflows, including cost control on administrative and operational expenses[21]. - The company’s budget and business plan for the next twelve months aim to minimize losses and improve cash flow[21]. Employee and Compensation - Total employee compensation for the group was approximately HKD 20,500,000, a decrease from HKD 25,200,000 in the same period last year[124]. - The group had 126 full-time employees and 462 temporary employees as of June 30, 2020, compared to 137 full-time and 450 temporary employees at the end of 2019[124]. Market Conditions and Future Outlook - The sugar business in Jamaica is expected to face negative impacts on production and pricing due to reduced cane planting area and lower sugar extraction rates[132]. - The international demand for raw sugar is hindered by global lockdown measures and economic slowdowns, negatively affecting sugar prices in 2020[132]. - The group plans to continue lobbying the Jamaican government for import restrictions to protect the local market[132]. - The group anticipates that the support services segment will not engage in any business until market conditions normalize[133]. Governance and Compliance - The audit committee has reviewed the unaudited consolidated interim financial statements for the six months ended June 30, 2020, and found them to be properly disclosed[153]. - The company maintains a set of standards for directors' securities trading, which complies with the listing rules[156]. - The company has ensured a clear division of responsibilities between the chairman and the managing director to avoid power concentration[148]. - The independent non-executive directors have been appointed for a specified term and are subject to re-election, although this deviates from the code[150].

Financial Performance - The company's revenue increased by approximately 0.8% to about HKD 135,500,000 for the year ended December 31, 2019, compared to HKD 134,500,000 in 2018[9] - The gross profit improved to approximately HKD 6,200,000 in 2019 from a gross loss of HKD 9,000,000 in 2018, with a gross margin of approximately 4.6% compared to a gross loss margin of 6.7% in the previous year[9] - The pre-tax loss increased by approximately HKD 27,100,000 to about HKD 120,300,000 in 2019, up from HKD 93,200,000 in 2018[10] - The basic loss per share for the year was approximately HKD 0.0419, compared to HKD 0.0324 in 2018[11] - The company reported a net loss of approximately 92,500,000 HKD in 2019, an increase of 17,000,000 HKD from a net loss of approximately 75,500,000 HKD in 2018, primarily due to increased operating expenses[22] Sugar Business Segment - The revenue from the sugar business segment decreased by approximately JMD 100,000,000 (about HKD 9,400,000) due to the suspension of operations at Monymusk Sugar Factory in 2019[17] - The total revenue from the sugar business in Jamaica was approximately JMD 2.1 billion (about HKD 125,100,000) in 2019, down from JMD 2.2 billion (about HKD 134,500,000) in 2018[17] - The average selling prices for raw sugar and molasses increased by approximately 32.0% and 3.7%, respectively, which mitigated the impact of reduced sales volumes[17] - Local sales in Jamaica increased from approximately 71.6% to 79.5% of total sales, while overseas sales decreased from approximately 28.4% to 20.5%[19] - The company plans to continue focusing on its sugar operations in Jamaica, despite the challenging business environment[13] Impairment and Asset Management - The impairment loss on the right-of-use asset was approximately 28,200,000 HKD, reflecting the need to comply with the new accounting standard effective from January 1, 2019[23] - The company’s identifiable assets related to the sugar business underwent impairment assessment, with past valuations indicating that the cash-generating unit's value was lower than its carrying amount[27] - The carrying amount of properties, plants, and equipment was approximately 11,200,000 HKD and 13,000,000 HKD as of December 31, 2019, and December 31, 2018, respectively, representing about 1% of the original cost[28] - The inventory of spare parts for the Monymusk factory was determined to have a recoverable amount of zero, resulting in a full write-off of approximately HKD 20,700,000[36] Operational Challenges - The Monymusk sugar factory was again closed in 2019 due to significant trading losses, with the likelihood of resuming operations in 2020 assessed as low[33] - The ethanol business in Benin has been on hold due to the inability to secure land for cassava and/or sugarcane cultivation, with no effective solutions developed for obtaining sufficient raw materials[42] - The ethanol segment recorded a net loss of approximately HKD 1,400,000 in 2019, compared to a net profit of approximately HKD 2,100,000 in 2018, primarily due to foreign exchange losses[42] Employee and Cost Management - The total employee costs for the group in the review year were approximately 39,400,000 HKD, a decrease from 55,200,000 HKD in 2018, primarily due to the suspension of operations at the Monymusk sugar factory and layoffs in the support services division[70] - The total employee costs related to the sugarcane planting and sugar production business in Jamaica were approximately 31,600,000 HKD, down from 36,300,000 HKD in 2018[70] - The group had 137 full-time employees and 450 temporary employees as of December 31, 2019, compared to 179 full-time and 395 temporary employees in 2018[70] Governance and Compliance - The company has adopted effective internal control and accountability principles to enhance shareholder value and protect shareholder interests[144] - The independent non-executive directors confirmed their independence in accordance with listing rules, and the nomination committee has assessed their independence[140] - The company has taken sufficient measures to ensure that its corporate governance practices are not inferior to the code, despite deviations noted in A.4.1 regarding the appointment of non-executive directors[148] - The roles of the Chairman and the CEO are clearly separated, with the CEO's position remaining unfilled after the resignation of the previous CEO in December 2010, ensuring a balance of power within the board[146] Shareholder Information - Major shareholders as of December 31, 2019, include China National Complete Engineering Corporation holding 800,000,000 shares (36.51% of issued share capital) and Zhongcheng International Sugar Holdings Limited holding 300,000,000 shares (13.69% of issued share capital)[122] - The company has maintained at least 25% of its issued share capital held by the public, complying with listing rules[135] - The company did not engage in any non-exempt continuing connected transactions during the year ended December 31, 2019, due to the rejection of related supply agreements by independent shareholders[127] Future Outlook - The company plans to focus on stimulating sales of higher-priced 20 kg packaged sugar in 2020, anticipating a decline in overall production and sales compared to 2019[48] - The group expects to continue the suspension of ongoing related party transactions in 2020 due to market demand shrinkage caused by the pandemic[49] - The company plans to continue monitoring market conditions and adjusting strategies to enhance operational efficiency and profitability in the sugar business[28]

Financial Performance - The company reported a revenue of HKD 52,218,000 for the six months ended June 30, 2019, a decrease of 11.8% compared to HKD 59,223,000 in the same period of 2018[3]. - Gross profit for the same period was HKD 11,871,000, slightly down from HKD 12,126,000 in 2018, reflecting a gross margin of approximately 22.7%[3]. - The company incurred a loss of HKD 65,030,000 for the six months ended June 30, 2019, an improvement of 11.6% compared to a loss of HKD 73,521,000 in 2018[3]. - The net loss attributable to the company's owners was HKD 48,222,000 for the period, an improvement from HKD 54,730,000 in the previous year[3]. - The company reported a basic and diluted loss per share of HKD 0.0220, compared to HKD 0.0250 in the same period of 2018[3]. - The total comprehensive loss for the six months ended June 30, 2019, was HKD 49,450 thousand, compared to a total comprehensive loss of HKD 60,977 thousand for the same period in 2018, reflecting a reduction in losses of approximately 18.5%[12]. - The company experienced a pre-tax loss of HKD 65,030,000 for the six months ended June 30, 2019[49]. - The company reported a segment loss of HKD 63,124,000, with the support services segment showing a loss of HKD 7,065,000 and the edible sugar business showing a loss of HKD 55,207,000[51]. - The company incurred a loss of HKD 48,222,000 for the six months ended June 30, 2019, compared to a loss of HKD 54,730,000 for the same period in 2018, indicating an improvement of approximately 12%[71]. Assets and Liabilities - Total assets increased to HKD 284,797,000 as of June 30, 2019, compared to HKD 271,531,000 at the end of 2018[8]. - Current assets rose to HKD 271,597,000, up from HKD 258,485,000 at the end of 2018, driven by an increase in inventory[8]. - The company's total liabilities amounted to HKD 1,113,795,000, compared to HKD 1,077,324,000 at the end of 2018, indicating a rise in financial obligations[9]. - The company's total assets as of June 30, 2019, were HKD 1,909,537 thousand, compared to HKD 1,845,136 thousand as of June 30, 2018, representing an increase of about 3.5%[12]. - The company's equity attributable to owners as of June 30, 2019, was HKD 707,165 thousand, down from HKD 716,966 thousand as of June 30, 2018[12]. - The company reported total borrowing costs of HKD 39,053,000 for the six months ended June 30, 2019, down from HKD 48,450,000 in the same period of 2018, representing a reduction of approximately 19%[67]. - As of June 30, 2019, the total borrowings of the group amounted to approximately HKD 1,042,500,000, an increase from HKD 995,200,000 as of December 31, 2018[126]. Cash Flow and Financing - The company’s cash and cash equivalents stood at HKD 68,144,000, down from HKD 72,456,000 at the end of 2018, reflecting cash flow challenges[8]. - For the six months ended June 30, 2019, the net cash generated from operating activities was HKD 9,124 thousand, a significant improvement from a net cash used of HKD 106,299 thousand in the same period of 2018[15]. - The company reported a net cash inflow from financing activities of HKD 7,374 thousand for the six months ended June 30, 2019, compared to a net cash outflow of HKD 35,025 thousand in the same period of 2018[15]. - The company reported a significant improvement in cash flow management, with a net increase in cash and cash equivalents of HKD 14,687 thousand for the six months ended June 30, 2019, compared to a decrease of HKD 142,820 thousand in the same period of 2018[15]. - The group's cash and cash equivalents as of June 30, 2019, were approximately HKD 68,100,000, down from HKD 72,500,000 as of December 31, 2018, primarily due to a net cash outflow from investing activities of approximately HKD 1,800,000[132]. Inventory and Receivables - The inventory balance as of June 30, 2019, was HKD 112,592,000, up from HKD 82,081,000 as of December 31, 2018, reflecting an increase of approximately 37%[76]. - Trade receivables, net of provisions, were approximately HKD 66,174,000 as of June 30, 2019, down from HKD 72,954,000 as of December 31, 2018, indicating a decrease of about 9%[80]. - Trade payables amounted to approximately HKD 12,239,000 as of June 30, 2019, down from HKD 15,667,000 as of December 31, 2018[84]. Accounting and Reporting Changes - The company adopted new accounting standards effective January 1, 2019, which may impact the financial reporting and disclosures moving forward[18]. - The company adopted the new definition of leases under HKFRS 16, which focuses on the concept of control over the use of identified assets[23]. - The company recognized a lease liability of HKD 28,195,000 as of January 1, 2019, which corresponds to the present value of remaining lease payments[33]. - The impairment loss on the right-of-use asset was approximately HKD 28,195,000, recognized in profit or loss due to the recoverable amount being determined as nominal value[37]. - The company reported a total lease liability of HKD 28,257,000 as of June 30, 2019, with future lease payments totaling HKD 90,990,000[39]. - The company adopted HKFRS 16, which negatively impacted the reported operating profit compared to the previous HKAS 17[42]. Market and Operational Insights - Revenue from external customers in Jamaica decreased to HKD 37,574,000 in 2019 from HKD 41,659,000 in 2018, representing a decline of about 10%[64]. - The sales volume of raw sugar and honey decreased by approximately 500 tons and 7,300 tons, or about 6.3% and 36.9%, respectively, primarily due to the temporary suspension of operations at the Monymusk sugar factory[106]. - Jamaica accounted for approximately 72.0% of total sales, while exports to the US and Caribbean countries accounted for about 28.0%[108]. - The average price of raw sugar increased by approximately 11.2%, leading to an estimated increase of about 600 Jamaican dollars (about 36 HKD) or about 20.2% in the price of sugar cane per ton as of June 30, 2019[113]. - The company’s ethanol business in Benin remains on hold due to the inability of the Benin government to execute the land lease terms necessary for operations[123]. - The group plans to maintain operations at sufficient levels despite lower annual revenue due to the suspension of the Monymusk sugar factory, with efforts to export raw sugar to European countries to increase revenue[149]. Corporate Governance and Shareholder Information - As of June 30, 2019, the company had a major shareholder, China National Complete Engineering Corporation, holding 800,000,000 shares, representing approximately 36.51% of the issued share capital[158]. - China International Sugar Industry Co., Ltd. held 300,000,000 shares, accounting for approximately 13.69% of the issued share capital[158]. - The company has adhered to the corporate governance code, with the exception of certain deviations regarding the appointment of non-executive directors[167]. - The audit committee has reviewed the unaudited interim financial statements for the six months ending June 30, 2019, confirming compliance with applicable accounting standards[169]. - The company has not participated in any arrangements for directors to acquire shares or debt securities during the reporting period[156].

Financial Performance - The company's revenue decreased by approximately 44.1% to about HKD 134.5 million for the year ended December 31, 2018, down from HKD 240.5 million in 2017[8]. - Gross profit fell by approximately HKD 66.2 million, resulting in a gross loss of about HKD 9 million, with a gross margin decrease of approximately 30.5% to a gross loss margin of about 6.7%[8]. - The pre-tax loss decreased by approximately HKD 8.1 million to about HKD 93.2 million, compared to HKD 101.3 million in 2017[9]. - Basic loss per share for the year was approximately HKD 0.0324, compared to HKD 0.0420 in 2017[10]. - The net loss for the operating segment increased to approximately 75.5 million HKD in 2018 from approximately 33.7 million HKD in 2017, primarily due to a decrease in gross profit of approximately 23.9 million HKD[22]. - The company had no significant capital commitments as of December 31, 2018[54]. - The company does not recommend the payment of dividends for the years ended December 31, 2018, and 2017[28]. Sugar Business Operations - The revenue from the sugar business in Jamaica was approximately JMD 2.2 billion (about HKD 134.5 million) in 2018, a slight decrease from JMD 2.3 billion (about HKD 141.8 million) in 2017[15]. - The Monymusk sugar factory resumed operations in 2018, leading to an increase in raw sugar and molasses sales by 5,200 tons (approximately 25.3%) and 7,800 tons (approximately 56.3%), respectively[15]. - The average selling price of raw sugar and molasses decreased by approximately 27.4% and 2.2%, respectively, impacting the revenue from the sugar business[15]. - Local sales in Jamaica decreased from approximately 85.4% to about 71.6%, while overseas sales increased from about 14.6% to approximately 28.4%[18]. - The company had to adjust its export to local sales ratio from 20:80 to 30:70 to maintain overall revenue due to increased smuggling activities affecting local demand[19]. - In 2018, the company recorded a gross loss of approximately 147.7 million Jamaican dollars (about 9 million HKD), compared to a gross profit of approximately 239.5 million Jamaican dollars (about 14.9 million HKD) in 2017, resulting in a gross margin decrease from 10.5% to a gross loss margin of approximately 6.7%[21]. - The average production costs decreased by approximately 10.4% and 8.1%[21]. - Expected sales volume for raw sugar and molasses in 2019 is projected to decline, primarily due to the anticipated non-operation of the Monymusk sugar factory[31]. Corporate Governance - The board emphasizes the importance of maintaining high standards of corporate governance to enhance shareholder value and protect shareholder interests[133]. - The company has complied with the corporate governance code, with some deviations noted in specific clauses[133]. - The roles of the Chairman and CEO are clearly separated, with the Chairman ensuring effective board operations and discussions on important matters[135]. - The board consists of three executive directors, two non-executive directors, and three independent non-executive directors, providing a diverse range of expertise[144]. - All independent non-executive directors confirmed their independence according to the listing rules[153]. - The nomination committee is responsible for identifying suitable candidates for board membership and making recommendations to the board[164]. - The board has the final decision-making authority regarding all matters related to the nomination of candidates for election at the shareholders' meeting[165]. - The company has established a clear framework for the roles and responsibilities of its various committees, including the nomination committee[155]. Employee Costs and Management - Total employee costs for the group amounted to approximately HKD 55.2 million in the review year, an increase of about HKD 10.1 million (22.3%) compared to HKD 45.1 million in 2017[60]. - Employee costs in Jamaica's sugarcane planting and manufacturing business totaled approximately JMD 600 million (about HKD 36.3 million), up from JMD 400 million (about HKD 24.8 million) in 2017[60]. - The increase in employee costs was primarily due to the resumption of operations at the Monymusk sugar factory, contributing approximately HKD 9.8 million (97.0% of the increase)[60]. - As of December 31, 2018, the group employed 179 full-time employees and 395 temporary employees, down from 209 full-time and 471 temporary employees in 2017[60]. Financial Position - The company's attributable capital deficit was approximately HKD 670,500,000 as of December 31, 2018, compared to HKD 602,100,000 in 2017[40]. - Total borrowings in Hong Kong amounted to approximately HKD 995,200,000 as of December 31, 2018, an increase from HKD 964,800,000 in 2017[41]. - Cash and cash equivalents decreased by approximately HKD 90,800,000, primarily due to a net cash outflow from operating activities of about HKD 53,300,000[45]. Risk Management and Internal Controls - The board is responsible for overseeing the group's risk management and internal control systems, reviewing their effectiveness at least annually[197]. - The internal audit department conducts reviews of significant aspects of risk management and internal controls, reporting at least annually to the board and audit committee[199]. - Appropriate policies and controls are established to safeguard assets and ensure compliance with relevant rules and regulations[197]. - The risk management system aims to manage rather than eliminate risks that may affect the group's performance[197]. Shareholder Relations and Transactions - Major shareholders as of December 31, 2018, include China National Complete Engineering Corporation with 800,000,000 shares (36.51% of issued share capital) and Zhongcheng International Sugar Holdings Limited with 300,000,000 shares (13.69% of issued share capital)[112]. - The company had no non-exempt continuing connected transactions during the year ended December 31, 2018, due to delays in compliance procedures[115]. - The exempt continuing connected transaction involved an office lease agreement with a total annual rent and management fee of approximately HKD 760,000, which is below the 5% threshold for reporting[118].