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香港联交所:对全民国际、六名前董事及首席营运官采取纪律行动
智通财经网· 2025-11-04 10:52
当时,该集团的中国业务由该两家附属公司经营,并占该集团总收入逾97%。然而,负责监督该集团中 国业务的董事仅有林先生一人。 欧先生、肖女士、余先生、郭女士及邝女士作为该公司董事,未有积极关心该集团的中国业务。他们任 由该公司未就该集团中国业务制定任何或有效的内部监控措施(包括合约审批及付款授权)。他们让有关 业务仅由林先生一人负责,并且未有就此进行任何或充分的监督。他们亦未能发现租赁协议及/或购买 协议中的多项警号,也没有就此作出适当的跟进。 罗先生作为该公司高级管理阶层成员,负责监督该集团的分租业务,应为董事提供充足的资料,以使他 们能够作出有根据的决定。在履职过程中,罗先生发现协议中据称的业主并非相关物业的拥有人,却没 有及时向董事会汇报。该行为导致董事会在没有妥为知悉该物业的状况下,批准该公司刊发载有对该物 业的不准确陈述的公告。 香港联交所裁定:林先生滥用了其作为该公司董事的职权,违反了《GEM上市规则》;欧先生、肖女 士、余先生、郭女士及邝女士因未能履行或罔顾董事职责及责任而违反《GEM上市规则》。就欧先生 而言,在得知原本的购买协议并无包含任何预付款义务后,他却仍促使该集团订立经修订的购买协议, ...
全民国际(08170) - 联交所对全民国际集团有限公司(已除牌,前股份代号:8170)、六名前董事...
2025-11-04 08:55
香港聯合交易所有限公司 (香港交易及結算所有限公司全資附屬公司) 聯交所對全民國際集團有限公司(已除牌,前股份代號:8170)、六名 前董事及首席營運官的紀律行動 制裁及指令 香港聯合交易所有限公司(聯交所) 譴責: (1) 全民國際集團有限公司(前稱中國全民國際控股集團有限公司)(該公司); 向下列人士作出: 董事不適合性聲明及譴責: 損害投資者權益聲明及譴責: (6) 該公司前獨立非執行董事郭麗英女士(郭女士); THE STOCK EXCHANGE OF HONG KONG LIMITED (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited) 紀律行動聲明 譴責: (7) 該公司前獨立非執行董事鄺嘉琪女士(鄺女士);及 (8) 該公司除牌時的集團首席營運官羅嘉順先生(羅先生)。 (上文(3)至(7)所述董事統稱董事會其餘成員。) 及進一步指令: 羅先生須完成 17 小時有關監管及法律議題以及《GEM 上市規則》合規事宜的培訓,當中 包括以下内容: (i)董事職責;(ii)《企業管治守則》;及(iii)《GEM 上市 ...
全民国际(08170) - 2023 Q1 - 季度财报
2022-12-14 12:58
Financial Performance - For the three months ended October 31, 2022, the group's revenue was approximately HKD 10,000,000, a decrease of about HKD 27,000,000 or approximately 73.1% compared to the same period in 2021[5]. - The loss attributable to owners of the company for the relevant period was approximately HKD 4,500,000, compared to a profit of approximately HKD 5,900,000 for the same period in 2021, primarily due to a decline in overall revenue caused by the COVID-19 pandemic[5]. - The gross profit for the three months ended October 31, 2022, was HKD 1,200,000, down from HKD 17,055,000 in the same period of the previous year[8]. - The company's basic and diluted loss per share for the period was HKD (1.08), compared to earnings of HKD 1.42 per share in the same period last year[8]. - The total comprehensive loss for the period, after tax, was HKD (8,656,000), compared to a total comprehensive income of HKD 8,453,000 for the same period in 2021[8]. - Total revenue for the three months ended October 31, 2022, was HKD 9,950,000, a decrease of 73% compared to HKD 36,963,000 for the same period in 2021[23]. - Rental income from property leasing was HKD 8,430,000, down 44% from HKD 15,211,000 year-on-year[23]. - Financing income from lease receivables decreased to HKD 859,000 from HKD 2,347,000, representing a decline of 63%[23]. - Other income for the period was HKD 96,000, a decrease of 83% compared to HKD 575,000 in the previous year[30]. - Financing costs for the three months were HKD 1,243,000, down 67% from HKD 3,820,000 in the same period last year[31]. - Depreciation of investment properties was HKD 6,249,000, a decrease of 44% from HKD 11,095,000 year-on-year[35]. - The company reported a tax credit of HKD 768,000 for the period, compared to an expense of HKD 3,449,000 in the previous year[40]. - The company reported a basic loss per share of HKD (4,459,000) for the three months ended October 31, 2022, compared to a profit of HKD 5,862,000 for the same period in 2021[42]. - Revenue from property leasing and management services was approximately HKD 10,000,000, a decrease of about 65.1% compared to HKD 28,500,000 in the same period last year[57]. - The interior design and decoration business reported zero revenue, a decline of approximately 100% from HKD 3,800,000 in the previous year[61]. - The contracting business also reported zero revenue, down approximately 100% from HKD 700,000 in the same period last year[62]. - Revenue decreased from approximately HKD 37,000,000 to about HKD 10,000,000, a decline of approximately 73.1% due to sharp drops in property leasing and management services, interior design, and commodity trading[70]. - Gross profit fell from approximately HKD 17,100,000 to about HKD 1,200,000, a decrease of approximately 93.0%, primarily due to the overall revenue decline[72]. - The group recorded a loss of approximately HKD 4,500,000 for the period, compared to a profit of about HKD 5,900,000 in the previous period, with the loss attributed to COVID-19 impacting overall revenue[75]. Operational Insights - The company continues to engage in project management and civil engineering consulting services, as well as property leasing and management services in China[16]. - The company operates a co-working space targeting entrepreneurs and startups, providing flexible office solutions[55]. - The company plans to expand its rental management services across more provinces in China, currently covering 18 provinces[51]. - The company is actively seeking new contracts in the contracting business to improve competitiveness[62]. - The impact of COVID-19 has significantly affected the property leasing market, leading to a decline in revenue across various segments[57]. - The group anticipates that the commodity trading business will gradually recover as the pandemic stabilizes, contributing to future economic benefits[66]. - The group will focus on property leasing and management services as its revenue and profit engine amid a challenging economic environment[67]. Shareholder Information - The board of directors did not recommend the payment of dividends for the relevant period[5]. - The board of directors did not recommend any dividend payment for the period[41]. - The company proposed to change its English name from "CHINA ALL NATION INTERNATIONAL HOLDINGS GROUP LIMITED" to "ALL NATION INTERNATIONAL GROUP LIMITED," which was approved by shareholders on December 9, 2022[99]. - As of October 31, 2022, Mr. Lin Ye holds 29,513,000 shares (7.18%) and has control over 86,534,000 shares (21.04%) through Sonic Solutions Limited[104]. - Major shareholders include Sonic Solutions Limited with 86,534,000 shares (21.04%), and Mr. Jing Shiqi with 60,000,000 shares (14.59%)[109]. - The company has not purchased, sold, or redeemed any of its listed securities during the relevant period[114]. Corporate Governance - The company has adopted a share option scheme since November 19, 2014, in accordance with GEM Listing Rules[120]. - The board of directors currently does not intend to appoint a CEO following the resignation of Mr. Liu Guofei on August 19, 2022, believing it will not adversely affect the company[115]. - There were no significant competitive or conflict of interest concerns reported among directors and major shareholders during the relevant period[113]. - The company has complied with the corporate governance code as per GEM Listing Rules, except for the separation of the roles of chairman and CEO[115]. - As of October 31, 2022, no other directors or senior executives have disclosed any interests in the company's shares or related securities[105]. - The company will continue to review its board structure and the necessity of appointing a suitable candidate for the CEO position if required[115]. - The Audit Committee was established on November 19, 2014, and is responsible for reviewing the financial reporting process, risk management, and internal control systems[122]. - The Audit Committee has reviewed the report and the unaudited consolidated financial statements for the relevant period[123]. - There are no significant events that require disclosure from October 31, 2022, to the date of this report[124]. - The report is dated December 14, 2022, and lists the executive and independent non-executive directors[125]. Financial Position - The group maintained a cash and cash equivalents balance of approximately HKD 24,500,000 as of October 31, 2022, down from about HKD 59,300,000 as of July 31, 2022[80]. - The current ratio remained stable at 2.2 as of October 31, 2022, consistent with the previous period[81]. - The group has no significant capital commitments or contingent liabilities as of October 31, 2022[89][92]. - The group plans to leverage its existing experience and expertise in subleasing to expand revenue sources through a new five-year lease agreement for a seven-story building[97].
全民国际(08170) - 2022 - 年度财报
2022-10-28 08:40
Financial Performance - For the fiscal year ending July 31, 2022, the company reported revenue of approximately HKD 123 million, a decrease of 26.3% compared to HKD 166.9 million for the previous fiscal year[8]. - Total revenue for the group decreased by 26.3% to approximately HKD 123,000,000, down from approximately HKD 166,900,000 in the previous year[32]. - The company generated rental and management service revenue of approximately HKD 101.6 million, an increase of 5.5% from HKD 96.4 million in the previous year[21]. - The company's interior design and decoration business generated revenue of approximately HKD 15.2 million, a significant decrease of 73.5% from HKD 57.4 million in the previous year[25]. - The contracting division's revenue plummeted by 91.5%, from approximately HKD 8.2 million in 2021 to about HKD 0.7 million in 2022[26]. - Gross profit decreased by 14.5% to approximately HKD 43,900,000, with a gross profit margin of 35.7%, compared to 30.8% in the previous year[34]. - The group recorded a loss before tax of approximately HKD 9,200,000, a decrease of 62.6% from approximately HKD 24,700,000 in the previous year[42]. - Cash and cash equivalents as of July 31, 2022, were approximately HKD 59,300,000, down from approximately HKD 112,800,000 in the previous year[45]. - The current ratio as of July 31, 2022, was 2.2, compared to 1.7 in the previous year[46]. - The group maintained a zero debt-to-equity ratio as of July 31, 2022, compared to 11.9% in the previous year[47]. Business Strategy and Outlook - The company plans to leverage its strengths in property leasing and management services as a key driver for revenue and profit generation[8]. - The company remains cautiously optimistic about the mid-term future, anticipating steady economic recovery in China due to government stimulus policies[8]. - The company is actively taking measures to expand its business scope and improve returns for shareholders and investors[9]. - The group plans to focus on property leasing and management services as a revenue and profit engine amid a challenging economic environment[30]. - The company anticipates continued demand growth in the subleasing management sector, particularly among asset management and insurance companies[16]. - The company has outlined a positive outlook for the upcoming fiscal year, projecting a revenue growth of 10% to 12% based on current market trends and expansion strategies[82]. - The company plans to expand its market presence in Southeast Asia, targeting a 25% increase in market share within the next two years[82]. - A strategic acquisition is in progress, aimed at enhancing the company's service offerings and operational capabilities, with an estimated cost of HKD 200 million[82]. Challenges and Market Conditions - The company faced significant challenges due to COVID-19 and geopolitical tensions, impacting overall business development[8]. - The overall business activities and operating environment have been significantly affected by the pandemic and government lockdown measures in China[12]. - As of July 31, 2022, the total leased area by the company in China was approximately 20,935 square meters, a decrease from 33,999 square meters in 2021, with a rental rate of 86% compared to 92% in the previous year[15]. - The indoor design and decoration business revenue decreased by 73.5% to approximately HKD 15,200,000, while property leasing and management revenue increased by 5.5% to approximately HKD 101,600,000[32]. - The company believes that the subleasing business will continue to provide stable revenue sources in the future due to the majority of leases being 2 to 3 years long[22]. Sustainability and ESG Initiatives - The company has implemented new sustainability strategies, focusing on reducing carbon emissions by 30% over the next five years[82]. - The group emphasizes sustainable development and has adopted a comprehensive management approach to ensure responsible growth[100]. - The board is responsible for overseeing the group's ESG strategies and performance, ensuring compliance with sustainability commitments[101]. - The company has conducted a comprehensive stakeholder engagement and materiality assessment for the fiscal year 2021/22, identifying 12 significant ESG issues[108]. - The company has established measures to mitigate environmental impacts during construction, including dust control and wastewater management[164]. - The company has committed to complying with environmental laws and regulations, with no known non-compliance issues reported during the reporting period[161]. - The company achieved an 86% reduction in absolute greenhouse gas emissions (Scope 1 and 2) compared to the 2018/19 baseline, surpassing the target of 65% reduction by 2023[151]. - The company has developed a policy for subcontractors regarding environmental responsibilities to minimize environmental impact during construction projects[144]. Employee and Workplace Safety - The company emphasizes the importance of employee health and safety, ensuring compliance with local laws and regulations regarding occupational safety[179]. - The company has implemented various health and safety measures, including regular disinfection of public areas and maintaining ventilation standards[190]. - During the reporting period, approximately 500 personal protective equipment items were distributed to employees to prevent the spread of COVID-19 in the workplace[197]. - The company has established an emergency contact list for all employees to enhance safety protocols[196]. - The company has adopted diverse occupational health and safety practices to enhance safety standards[187]. Corporate Governance and Compliance - The management team has emphasized the importance of compliance and governance, with ongoing training programs for staff to ensure adherence to regulatory standards[82]. - The company is committed to instilling an ethical corporate culture throughout its operations, focusing on anti-corruption and labor standards[131]. - The company has implemented a whistleblowing policy to ensure employees can report concerns without fear of retaliation, with a focus on transparency and confidentiality[133]. - The company strictly prohibits the employment of child labor and forced labor, conducting thorough background checks and requiring valid documentation from all employees[135]. - The company has not been aware of any non-compliance with laws and regulations regarding customer data privacy and intellectual property during the reporting period[137].
全民国际(08170) - 2022 Q3 - 季度财报
2022-06-16 09:47
Financial Performance - For the nine months ended April 30, 2022, the group's revenue was approximately HKD 101,000,000, a decrease of about HKD 26,000,000 or approximately 20.5% compared to the same period in 2021[4] - The profit attributable to owners of the company for the same period was approximately HKD 13,200,000, an increase of about HKD 4,200,000 or approximately 46.7%, primarily due to increased revenue from subleasing and merchandise trading[4] - The gross profit for the nine months was HKD 44,253,000, compared to HKD 37,631,000 for the same period last year, reflecting a positive trend in profitability[6] - The company reported a net profit of HKD 13,239,000 for the nine months, up from HKD 9,022,000 in the previous year[6] - The basic and diluted earnings per share for the nine months were HKD 3.22, compared to HKD 2.20 in the previous year[6] - Total comprehensive income for the period, after tax, was HKD 9,084,000, down from HKD 16,540,000 in the previous year[6] - The company experienced a foreign exchange loss of HKD 4,155,000 due to the translation of foreign operations[6] Revenue Breakdown - Total revenue for the nine months ended April 30, 2022, was HKD 101,013,000, a decrease of 20.5% compared to HKD 127,060,000 for the same period in 2021[16] - Rental income from property leasing was HKD 46,434,000, down from HKD 50,316,000, representing a decline of 7.4%[16] - Financing income from finance lease receivables increased to HKD 8,016,000 from HKD 5,886,000, marking a growth of 36.2%[16] - The net income from sub-leasing rights assets rose significantly to HKD 19,985,000 from HKD 5,559,000, an increase of 259.5%[16] - Other income totaled HKD 1,204,000, a decrease of 64.9% compared to HKD 3,428,000 in the previous year[24] - The property leasing and management services segment generated approximately HKD 83,900,000 in revenue, an increase of about 18.9% compared to HKD 70,500,000 in the same period last year[49] - The interior design and decoration engineering segment reported revenue of approximately HKD 11,000,000, a decrease of about 77.5% from HKD 48,700,000 in the same period last year[52] - The contracting business segment's revenue was approximately HKD 700,000, down about 90.3% from HKD 7,200,000 in the same period last year[53] - The commodity trading segment achieved revenue of approximately HKD 5,500,000, an increase of about 746% from HKD 600,000 in the same period last year[55] Expenses and Costs - The company’s administrative and operating expenses for the nine months were HKD 14,221,000, slightly higher than HKD 14,050,000 in the previous year[6] - Financing costs for the nine months were HKD 11,145,000, down from HKD 12,526,000, reflecting a reduction of 11.0%[25] - The pre-tax profit before income tax was impacted by subcontracting costs of HKD 9,192,000, significantly lower than HKD 42,662,000 in the previous year[27] - Depreciation of investment properties was HKD 28,569,000, down from HKD 34,257,000, indicating a decrease of 16.5%[27] - Employee benefits expenses, including director remuneration, totaled HKD 7,401,000, slightly up from HKD 7,120,000, an increase of 3.9%[27] Dividends and Taxation - The board of directors did not recommend the payment of dividends for the relevant period[4] - The total tax expense for the period was HKD 6,471, an increase from HKD 4,712 in the previous year, reflecting a rise of about 37.3%[33] - The group’s deferred tax for the period was HKD 1,836, compared to a deferred tax asset of HKD (1,147) in the previous year[33] - The group has not made any provisions for Hong Kong profits tax during the period due to carried forward tax losses from previous years[7] - The corporate income tax rate applicable in China remains at 25% for the period[7] Business Strategy and Future Outlook - The company plans to continue focusing on its subleasing and merchandise trading business to drive future growth[6] - The group’s property leasing and management services are expected to continue growing due to increasing demand from startups and SMEs[40] - The group operates a co-working space center targeting entrepreneurs and startups, providing flexible office solutions[45] Financial Position and Management - As of April 30, 2022, the group's cash and cash equivalents were approximately HKD 31,600,000, down from HKD 112,800,000 as of July 31, 2021[66] - The current ratio as of April 30, 2022, was approximately 1.9, compared to 1.6 as of July 31, 2021[67] - The capital-to-debt ratio as of April 30, 2022, was zero, down from 13.4% as of July 31, 2021[68] - The group maintained a prudent financial management approach, ensuring a stable liquidity position during the relevant period[70] - The board closely monitors the liquidity position to ensure that the asset and liability structure meets funding needs[70] Corporate Governance - The board of directors has confirmed compliance with the securities trading code during the relevant period and up to the report date[90] - The audit committee, established on November 19, 2014, consists of three independent non-executive directors and is responsible for reviewing financial reporting procedures and risk management[94] - The company does not currently have a CEO, with the chairman, Mr. Lin Ye, overseeing overall management and business strategy[89] Shareholder Information - Major shareholders included Sonic Solutions Limited with 86,534,000 shares (21.04%) and other significant shareholders holding between 7.30% and 14.59%[84] - The group did not purchase, sell, or redeem any of its listed securities during the relevant period[88] Other Information - There were no significant acquisitions, disposals, or cancellations of subsidiaries or associated companies during the relevant period[76] - The group did not incur any significant contingent liabilities as of April 30, 2022[77] - There were no major investment or capital asset plans other than potential investments related to new leases under HKFRS 16[78] - As of April 30, 2022, the group had no significant investments in other companies outside its subsidiaries[75] - The board believes there is no need to hedge foreign exchange risks, as there were no significant adverse impacts from currency fluctuations[72] - There have been no significant events requiring disclosure from April 30, 2022, to the report date[96]
全民国际(08170) - 2022 - 中期财报
2022-03-16 10:22
Financial Performance - For the six months ended January 31, 2022, the group's revenue was approximately HKD 66,200,000, a decrease of about HKD 22,100,000 or 25.0% compared to the same period in 2021[37]. - The profit for the period was approximately HKD 7,300,000, an increase of about HKD 2,100,000 or 41.1% compared to the same period in 2021, primarily due to increased commission income from commodity trading[37]. - The gross profit for the six months was HKD 28,665,000, compared to HKD 24,536,000 for the same period in 2021, reflecting a positive trend in profitability[39]. - The total comprehensive income for the period, after tax, was HKD 9,608,000, compared to HKD 11,778,000 for the same period in 2021, indicating a decline in overall profitability[39]. - The company reported a profit attributable to owners of HKD 1,407,000 for the three months ended January 31, 2022, compared to HKD 1,578,000 for the same period in 2021, representing a decrease of 10.8%[42]. - The total comprehensive income attributable to owners for the six months ended January 31, 2022, was HKD 9,608,000, down from HKD 11,783,000 in the previous year, indicating a decline of 18.5%[42]. - Basic and diluted earnings per share for the six months ended January 31, 2022, were HKD 1.77, compared to HKD 1.25 for the same period in 2021, reflecting an increase of 41.6%[42]. Expenses and Costs - The administrative and other operating expenses for the six months were HKD 10,573,000, an increase from HKD 9,770,000 in the same period last year[39]. - The financing costs for the period were HKD 7,271,000, a decrease from HKD 8,645,000 in the same period last year[39]. - The company reported a net loss of HKD 381,000 in impairment losses on trade receivables for the six months[39]. - The income tax expense for the period was HKD 4,127,000, an increase from HKD 3,021,000 in the previous year, reflecting a rise of about 37%[85]. - The total employee cost for the period was approximately HKD 5,400,000, compared to HKD 5,200,000 for the six months ending January 31, 2021[174]. Assets and Liabilities - Non-current assets as of January 31, 2022, totaled HKD 139,680,000, an increase from HKD 130,611,000 as of July 31, 2021, representing a growth of 7.9%[44]. - Current assets decreased to HKD 200,733,000 as of January 31, 2022, from HKD 213,976,000 as of July 31, 2021, a decline of 6.2%[44]. - The company's total liabilities decreased to HKD 100,980,000 as of January 31, 2022, from HKD 126,306,000 as of July 31, 2021, a decrease of 20.0%[44]. - The total assets as of January 31, 2022, were HKD 340,413,000, compared to HKD 369,458,000 as of January 31, 2021, indicating a decrease of about 7.9%[71]. - The total liabilities as of January 31, 2022, were HKD 208,515,000, compared to HKD 259,042,000 as of January 31, 2021, indicating a decrease of approximately 19.5%[71]. - The company reported a retained earnings balance of HKD 82,981,000 as of January 31, 2022, compared to HKD 75,712,000 as of August 1, 2021, showing an increase of approximately 9.0%[129]. Cash Flow - The company reported a net cash outflow from operating activities of HKD (13,518,000) for the six months ended January 31, 2022, compared to a net inflow of HKD 72,352,000 in the previous year[53]. - Cash and cash equivalents decreased to HKD 34,507,000 as of January 31, 2022, from HKD 112,830,000 at the beginning of the period, a reduction of 69.4%[53]. - The company maintained a strong financial position with cash and cash equivalents of approximately HKD 34,500,000 as of January 31, 2022, down from HKD 103,600,000 on July 31, 2021[164]. Business Operations - The company is committed to improving its operational efficiency and exploring new market opportunities to enhance future performance[37]. - The company plans to focus on expanding its market presence and enhancing its product offerings in the upcoming quarters[45]. - The company operates a co-working space center targeting entrepreneurs and startups, providing flexible office solutions and various support services[145][147]. - The company’s management services cover 20 provinces, with a total built area of approximately 80,534 square meters, an increase from 63,344 square meters a year earlier[143]. - The company’s board believes that the property leasing and management services segment has strong growth potential due to the increasing recognition of shared office concepts in China[148]. Shareholder Information - The company has a shareholder loan of HKD 30,000,000, which is interest-free and unsecured, intended for potential acquisition of office properties in Hong Kong[119]. - Major shareholders include Sonic Solutions Limited with 86,534,000 shares (21.04%) and Wealth Triumph Corporation with 60,000,000 shares (14.59%) as of January 31, 2022[184]. - As of January 31, 2022, Mr. Lin Ye holds 29,513,000 shares (7.18%) and has control over 86,534,000 shares (21.04%) through Sonic Solutions Limited[180]. Corporate Governance - The company has complied with the corporate governance code, except for the separation of the roles of Chairman and CEO, which is currently not filled[189]. - The company has adopted a code of conduct for securities trading by directors, which is in line with GEM Listing Rules standards[190]. - The Audit Committee was established on November 19, 2014, and is responsible for reviewing the financial reporting process, risk management, and internal control systems[198]. - The Audit Committee consists of three independent non-executive directors, with Ms. Kwan Ka Ki serving as the chairperson[198].