(Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (於開曼群島註冊成立並於百慕達存續之有限公司) (Stock Code 股份代號: 8081) | --- | --- | --- | --- | |-------|-------|-------|-------| | | | | | | | | | | CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE") GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investo ...

Company Overview - Hang Tai Yue Group Holdings Limited is incorporated in the Cayman Islands and continued in Bermuda with limited liability[1]. - The company is listed on the GEM of the Stock Exchange of Hong Kong, which is designed for small and mid-sized companies, indicating a higher investment risk compared to those on the Main Board[3]. - The registered office is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda[27]. - The principal place of business is at Unit B, 19/F, Centre Mark II, 305-313 Queen's Road Central, Sheung Wan, Hong Kong[27]. Governance and Management - The annual report confirms that the information provided is accurate and complete in all material respects, with no misleading statements[6]. - The company has undergone changes in its executive directors, with Mr. Hui Chun Sum appointed as Chairman effective from December 1, 2018[24]. - The audit committee includes Mr. Wong Siu Keung as Chairman and Mr. Lee King Fui, appointed on August 13, 2018[26]. - The company has a remuneration committee chaired by Mr. Wong Siu Keung, with Mr. Lee King Fui and Mr. Ho Kin Wai as members[26]. - The independent auditor for the company is PKF Hong Kong Limited, Certified Public Accountants[27]. - The company has a strong board with members holding qualifications from recognized institutions, enhancing governance and oversight capabilities[145]. - The independent non-executive directors are actively involved in audit, nomination, and remuneration committees, ensuring robust corporate governance[145]. - The remuneration policy for employees is determined based on industry practices and individual performance[134]. - The Board decides the remuneration policy for Directors, considering recommendations from the remuneration committee[134]. Financial Performance - The Group recorded revenue of approximately HK$471,479,000 for the year ended 31 December 2018, representing an increase of 16.5% compared to HK$404,738,000 in 2017[31]. - The loss attributable to shareholders from continuing and discontinued operations was approximately HK$144,945,000, an improvement from HK$260,665,000 in 2017[31]. - Revenue from the mobile internet cultural business and IT services segment continued to grow during the year under review[31]. - Revenue from hospitality services in Australia remained stable, with efforts made to market the Resorts under the "Prestige Retreats Group of Resorts" brand[31]. - The Group completed disposals of certain subsidiaries holding investment properties in Hong Kong, generating a gain of approximately HK$17,795,000[31]. - The Group's securities investments business faced challenges due to significant price fluctuations in small and mid-cap stocks, aligning with the volatility of the Hang Seng Index[33]. - The Group's strategy includes maximizing returns for shareholders through diversified business development[34]. - The Group recorded interest income from its lending business of approximately HK$1,598,000 for the year, compared to none in 2017[62]. - The Group's total assets as of 31 December 2018 were approximately HK$844,350,000, down from HK$1,027,772,000 in 2017[86]. - Shareholders' equity as of December 31, 2018, was approximately HK$418,182,000, a decrease from HK$650,534,000 in 2017[95]. Operational Highlights - The mobile internet cultural business and IT services segment generated revenue of approximately HK$360,813,000, reflecting a growth of approximately 23.0% from HK$293,369,000 in 2017, but incurred a segment loss of HK$95,832,000[39]. - Employee benefits expenses increased to approximately HK$107,661,000 for the year ended 31 December 2018, up from approximately HK$83,564,000 in 2017[36]. - The Group recorded revenue of approximately HK$107,195,000 for the hospitality segment in Australia, a slight decrease from HK$107,908,000 in 2017[57]. - The Group incurred a loss of approximately HK$3,549,000 in the hospitality segment, compared to a profit of HK$1,444,000 in 2017[57]. - Average occupancy rate for the Resorts was approximately 60%, down from 61% in 2017[57]. - Operating costs increased to approximately HK$24,860,000, up from HK$22,950,000 in 2017[58]. - The Group's investment in Something Big resulted in a share of loss amounting to approximately HK$3,161,000, a decrease from HK$5,978,000 in 2017, due to competitive pressures in the mobile-online game market[41]. Legal and Compliance Matters - The Group was involved in legal proceedings initiated by Convoy Global Holdings Limited and others against Ever Robust Holdings Limited[117]. - The Plaintiffs sought to set aside the allotment of shares in Convoy to Ever Robust on October 29, 2015[120]. - The legal proceedings involve claims for general or special damages, interests, and costs against Ever Robust[120]. - The Group has sought preliminary legal opinions regarding ongoing legal proceedings, indicating no assessed monetary claims except for damages to be assessed[130]. - The Group will actively defend its position in the legal proceedings and monitor developments closely[130]. Risk Management - The Group aims to maximize profits from securities trading in Hong Kong but may incur losses if its investment strategy does not align with market conditions[183]. - The Group's property investments in Hong Kong are subject to risks from market sentiment, political developments, and changes in regulations, which could affect property and rental values[183]. - The Group is subject to various financial instrument risks, including currency fluctuations, interest rate volatility, price risk, credit risk, and liquidity risk[189][190]. - The Group will monitor regulatory changes in the regions it operates to ensure compliance and mitigate risks associated with new rules affecting its various business segments[187]. Future Outlook - The Group plans to focus on growing its core businesses, particularly in the hospitality sector in Australia, while exploring new business opportunities[34]. - The Group aims to improve operational efficiency and competitiveness in response to future market changes[34]. - The Group's diversified business strategy includes developing its hospitality business in Australia to reduce reliance on any single business segment[166]. - The Group's success depends on its ability to respond to technological advances, and failure to adapt may adversely affect its competitiveness[186].