Financial Performance - Total revenue decreased by 24.9% to approximately HKD 112.1 million for the year ended December 31, 2019, compared to HKD 149.2 million in 2018[11] - Gross profit fell by 22.6% to HKD 80.3 million, resulting in a gross margin increase from approximately 69.5% in 2018 to 71.6% in 2019[11] - Adjusted annual profit decreased by 56.1% to approximately HKD 10.7 million, down from HKD 24.4 million in the previous year[4] - Revenue decreased by approximately 37.1 million HKD or about 24.9% from approximately 149.2 million HKD for the year ended December 31, 2018, to approximately 112.1 million HKD for the year ended December 31, 2019[22] - Ticket distribution revenue fell by approximately 23.0 million HKD or about 24.3% from approximately 94.6 million HKD to approximately 71.6 million HKD due to reduced international travel between North America and Asia[23] - Travel products and services revenue decreased by approximately 14.4 million HKD or about 49.7% from approximately 29.0 million HKD to approximately 14.6 million HKD, primarily due to a decline in tour sales[25] - The gross profit decreased by approximately 23.4 million HKD or about 22.6% from approximately 103.7 million HKD to approximately 80.3 million HKD, mainly due to a decline in gross profit from the ticket distribution segment[27] - The annual profit decreased by approximately 0.4 million HKD or about 3.6% from approximately 11.1 million HKD to approximately 10.7 million HKD[35] Assets and Equity - Total assets decreased by 6.1% to HKD 252.6 million as of December 31, 2019, compared to HKD 269.1 million in 2018[5] - Shareholders' equity increased by 3.9% to HKD 167.1 million from HKD 160.9 million in the previous year[5] - As of December 31, 2019, the group's cash and cash equivalents decreased by approximately 48.2% to about HKD 71.6 million, down from HKD 138.3 million in 2018[36] - The group's net current assets as of December 31, 2019, were HKD 122.4 million, compared to HKD 120.9 million as of December 31, 2018[39] Dividends - Proposed final dividend per share increased by 17.4% to HKD 0.54 from HKD 0.46 in 2018[4] - The company declared a final dividend of 0.54 HKD per share for the year ended December 31, 2019, subject to shareholder approval[17] - The company reported a final dividend of HKD 0.54 per share for the year ended December 31, 2019, with a total expected payout of HKD 6,480,000 based on 1,200,000,000 shares issued[131] Operational Developments - The company expanded its regional office in Canada, hiring 34 new employees to increase business volume in ticket distribution and travel business process management[11] - The company plans to utilize the remaining proceeds from its IPO for expanding ticket distribution and enhancing IT infrastructure in 2020[51] Management and Governance - The company has adopted and complied with all applicable code provisions of the Corporate Governance Code as of December 31, 2019[74] - The board consists of a balanced mix of executive, non-executive, and independent non-executive directors, ensuring strong independent judgment[76] - The company has three independent non-executive directors, meeting the requirement that they must represent at least one-third of the board[80] - The board is responsible for guiding and supervising the company's affairs to promote its success[75] - The company emphasizes good corporate governance to enhance shareholder value[74] - The board held four meetings during the year ended December 31, 2019, reviewing the unaudited consolidated financial performance for the six months ended June 30, 2019, and the audited consolidated financial performance for the year ended December 31, 2018[86] Risk Management - The company has established risk management and internal control policies, with the board responsible for assessing the nature and extent of risks undertaken to achieve strategic goals[99] - The company updated its risk response mechanisms for identified major risks to ensure the effectiveness of risk mitigation procedures[100] - The risk identification process is conducted at least annually, with timely reporting of any risk activities to management[101] - The board believes that the risk management and internal control systems are adequate and effective for the current business environment[102] Employee Costs - Total employee costs for the year ended December 31, 2019, amounted to HKD 56.0 million, an increase from HKD 52.1 million in the previous year[42] Related Party Transactions - The company confirmed that the ongoing related party transactions are conducted on normal commercial terms and are in the overall interest of the company and its shareholders[179] - The auditor provided an unqualified opinion regarding the ongoing related party transactions, confirming they were approved by the board and within the set annual limits[183] Environmental Commitment - The company is committed to environmental sustainability and has implemented recycling programs for consumables to minimize its operational impact on the environment[129]

CTEH CTEH INC. 加達控股有限公司 於加拿大安大略省註冊成立及於 開曼群島存續的有限公司 股份代號：1620 中期報告 2019 | --- | --- | |-------|------------------------------| | | | | | | | | | | | | | | | | | | | | | | | | | | 目錄 | | | 財務摘要 | | | 公司資料 | | | 董事長報告書 | | | 管理層討論與分析 | | | 企業管治及其他資料 | | | 簡明綜合損益及其他全面收益表 | | | 簡明綜合財務狀況表 | | | 簡明綜合權益變動表 | | | 簡明綜合現金流量表 | | | 簡明綜合財務資料附註 | 2 3 4 7 12 16 17 19 20 21 中 期 報 告 2019 財務摘要 | --- | --- | --- | --- | |----------------------------|---------------------------------------|---------------------------------|--- ...

Financial Performance - Total revenue decreased by 3.1% from HKD 153.9 million in 2017 to HKD 149.2 million in 2018[4] - Gross profit increased by 5.7% from HKD 98.1 million in 2017 to HKD 103.7 million in 2018[4] - Adjusted annual profit decreased by 9.0% from HKD 26.8 million in 2017 to HKD 24.4 million in 2018[10] - The airline ticket distribution segment generated revenue of HKD 94.6 million, accounting for approximately 63.4% of total revenue, an increase of 1.8% from 2017[11] - Revenue from travel business process management decreased by 11.1% from HKD 28.8 million in 2017 to HKD 25.6 million in 2018, representing about 17.1% of total revenue[14] - Revenue from travel products and services decreased by 9.9% from HKD 32.2 million in 2017 to HKD 29.0 million in 2018, accounting for approximately 19.5% of total revenue[15] - The company's total revenue for the year ended December 31, 2018, was approximately HKD 149.2 million, a decrease of about 3.1% from HKD 153.9 million in 2017[26] - The ticket distribution segment generated revenue of approximately HKD 94.6 million, an increase of about 1.8% from HKD 92.9 million in 2017, primarily due to increased transaction volume[27] - The travel business process management segment's revenue decreased by approximately 11.1% to HKD 25.6 million from HKD 28.8 million in 2017, mainly due to the loss of a client[28] - Revenue from travel products and services fell by about 9.9% to HKD 29.0 million from HKD 32.2 million in 2017, attributed to a decline in tour sales[29] - The group's profit decreased by HKD 1.3 million or approximately 10.5% to HKD 11.1 million for the year ended December 31, 2018, compared to HKD 12.4 million for the previous year[40] - Adjusted profit for the year ended December 31, 2018, excluding non-recurring listing expenses and deferred tax effects, was HKD 24.4 million[41] Assets and Equity - Total assets increased by 36.3% from HKD 197.4 million in 2017 to HKD 269.1 million in 2018[5] - Shareholder equity increased by 148.7% from HKD 64.7 million in 2017 to HKD 160.9 million in 2018[5] - Cash and cash equivalents as of December 31, 2018, were HKD 138.3 million, an increase of approximately 111.5% from HKD 65.4 million as of December 31, 2017[42] - The net cash position and debt-to-equity ratio as of December 31, 2018, were zero, indicating sufficient financial resources for ongoing operations and development needs[42] - The distributable reserves of the company amounted to approximately HKD 56.8 million, which includes share premium and retained earnings[145] Expenses - Sales expenses increased by HKD 0.8 million or approximately 4.5% to HKD 18.5 million for the year ended December 31, 2018, primarily due to an increase in the amortization of intangible assets[37] - Administrative expenses rose by HKD 6.4 million or about 10.4% to HKD 67.7 million for the year ended December 31, 2018, mainly due to increased legal and auditor fees related to the listing and discretionary bonuses for employees[38] Dividends - The company proposed a final dividend of HKD 0.46 per share[4] - The company reported a final dividend of HKD 0.46 per share for the year ended December 31, 2018, amounting to a total of HKD 5,520,000 based on 1,200,000,000 shares issued[140] - The company is committed to providing continuous returns to shareholders while retaining adequate reserves for future development, considering financial performance and liquidity[127] Corporate Governance - The company has adopted and complied with all applicable provisions of the Corporate Governance Code from the listing date until December 31, 2018[83] - The board of directors consists of a balanced mix of executive, non-executive, and independent non-executive directors to ensure effective independent judgment[85] - The independent non-executive directors participated in board meetings to provide independent judgment on strategy, policy, performance, accountability, resources, and standards of conduct[89] - The company is committed to fulfilling its responsibilities to shareholders and enhancing shareholder value through good corporate governance[81] - The board has general powers to manage and conduct the company's business, delegating daily operations to the management team[84] - The company has a total of three independent non-executive directors, meeting the requirement that they must constitute at least one-third of the board[89] - The service contracts for executive directors are for a term of one year starting from June 28, 2018, and can be renewed according to the company's articles and applicable listing rules[90] - The board of directors received formal and comprehensive onboarding training to understand their responsibilities under laws and regulations, ensuring compliance with corporate governance policies[93] Risk Management - The company has established risk management and internal control policies, with the board responsible for evaluating the nature and extent of risks associated with achieving strategic objectives[109] - The risk management system includes a strategy risk register to control, assess, and evaluate identified risks, ensuring continuous effectiveness of risk mitigation procedures[110] - The company conducts annual assessments of identified risks and implements corresponding risk response measures to maintain them at acceptable levels[111] - The board has reviewed the effectiveness of the risk management and internal control systems, concluding they are adequate and effective for the current business environment[112] Management and Directors - Ms. Zhu Shufang has been appointed as Executive Director since August 18, 2017, overseeing operations, strategic management, and financial work[60] - Dr. Zhu Guojun has been a non-executive director since January 2013, providing strategic advice for business development[61] - Dr. Michael Edward Ricco has 32 years of experience in the aviation and international travel industry, appointed as an independent non-executive director in May 2018[62] - Ms. Yang Wuyuyi has over 30 years of experience in the print media industry and has been an independent non-executive director since May 2018[67] - Mr. Liu Xiyuan has over 13 years of experience in auditing and financial accounting, appointed as an independent non-executive director in May 2018[68] - Mr. Zhao Jianhui has over 25 years of experience in auditing, accounting, and finance, serving as Chief Financial Officer since March 2017[70] - Mr. Rajasunderam Ravikumar has over 30 years of experience in the travel industry and has been the Vice President of Strategic Planning since January 2017[73] - Total compensation for senior management for the year ended December 31, 2018, was approximately HKD 3.5 million, including salaries, allowances, discretionary bonuses, and retirement plan contributions[92] - Three senior management members received annual compensation between HKD 500,001 and HKD 1,000,000, while one member received between HKD 1,000,001 and HKD 1,500,000[92] Shareholder Rights - Shareholders holding at least 10% of the paid-up capital have the right to request the board to convene a special general meeting[121] - If the board fails to convene the special general meeting within 21 days of the request, shareholders may convene the meeting themselves[122] Environmental and Social Responsibility - The company has implemented recycling programs for consumables to minimize environmental impact and is focused on sustainable development[138] - The company maintains good relationships with stakeholders, including employees and suppliers, with no significant disputes reported during the year[139] Business Operations - The company’s main business involves ticket distribution and travel services in Canada and the United States, with no changes in business nature reported for the year[132] - The company adheres to legal and regulatory requirements, with no significant violations reported during the fiscal year[137] - The company’s financial performance and future developments are discussed in detail in the management discussion and analysis section of the report[133] - The company has not entered into any management or administrative contracts for its overall business or any significant part of it during the fiscal year ending December 31, 2018[164] Lease Agreements - The total rental cost under the Sheppard lease agreement for the year was CAD 24,000, with a monthly base rent of CAD 2,000[182] - The Sheppard lease agreement is set to expire on December 31, 2020, with the option for renewal subject to applicable listing rules[182] - The estimated annual rent payable to the landlord under the Sheppard lease agreement for the next three years will not exceed CAD 24,000 each year[183] - Tour East Canada is expected to pay a total annual rent of CAD 16,320 for the Finch lease agreement for the years ending December 31, 2020, 2021, and 2022[188] - The total cost of the Kern lease agreement for the year is CAD 160,000, with an expected annual rent of CAD 180,000 for 2020, CAD 240,000 for 2021, and CAD 240,000 for 2022[191] - The total annual rent for the Sheppard, Finch, and Kern lease agreements is projected to be below 5% and the total cost below HKD 3,000,000, allowing for exemption from certain disclosure requirements[191] - The Finch lease agreement has a total building area of approximately 493 square feet, while the Kern lease agreement has a total building area of approximately 14,490 square feet[187][189] - The Finch lease agreement commenced on January 1, 2018, and will expire on December 31, 2020, with a monthly base rent of CAD 1,360[187] - The Kern lease agreement commenced on May 7, 2018, and will expire on May 6, 2021, with a monthly base rent of CAD 20,000[189] - The company has confirmed that the lease agreements are conducted on normal commercial terms and are in the overall interest of the company and its shareholders[192] Connected Transactions - Independent non-executive directors have reviewed the ongoing connected transactions and confirmed they are fair and reasonable[193] - The company has received an unqualified opinion letter from the auditors regarding the ongoing connected transactions as of December 31, 2018[197] - The company has not purchased, sold, or redeemed any of its listed securities since the listing date[200]