Financial Performance - The company reported a comprehensive financial performance for the year ending December 31, 2024, in accordance with Hong Kong accounting standards[3]. - The annual performance announcement complies with GEM listing rules and has been reviewed by the company's audit committee[4]. - Total hotel operating revenue for the year was approximately HKD 41.7 million, a decrease of about 28.6% compared to the previous fiscal year[16]. - The attributable loss to shareholders was approximately HKD 146.5 million, an increase of about 66.0% or HKD 58.2 million compared to the previous fiscal year[16]. - The group reported a loss of HKD 150.91 million for the year ending December 31, 2024, with a net current liability of HKD 499.60 million[50]. - As of December 31, 2024, the group had total liabilities of approximately HKD 473.9 million and a total deficit of approximately HKD 81.3 million, making the capital-to-debt ratio not applicable[34]. - The group did not incur any losses from bad debt assets this year, but recorded an expected credit loss provision of approximately HKD 9.9 million, up from HKD 5.3 million in 2023[27]. Governance and Board Composition - The board of directors collectively and individually confirms the accuracy and completeness of the information provided in the announcement[7]. - The executive directors include Mr. He Dingding (CEO) and Mr. Lv Tianshun, while the non-executive directors include Mr. Zhao Gongzhi and Mr. Huang Junxiong (Chairman)[11]. - The company has undergone changes in its board composition, with new appointments and resignations noted for various directors[11]. - The board consists of 9 members, with 1 female member, and aims to maintain at least one female board member[84]. - The company has adopted a board diversity policy to enhance diversity through various factors, including gender and experience[82]. - The independent non-executive directors have confirmed their independence according to GEM listing rules[74]. - The board is responsible for setting strategies and policies, overseeing management performance, and ensuring the company's success[80]. Corporate Governance and Compliance - The company is committed to transparency and accountability in its financial reporting and corporate governance[7]. - The company is committed to high standards of corporate governance to align with shareholder interests[70]. - The company has established clear guidelines for the management's authority and regularly reviews these delegations[81]. - The company has established a framework for the Audit Committee to review financial reporting and risk management practices[88]. - The group has complied with all applicable environmental protection laws and regulations during the year[43]. - The company has maintained compliance with all relevant laws and regulations throughout the year[185]. Risk Management - The group has implemented several risk management measures to mitigate operational and financial risks, including monitoring competitors and adjusting business activities according to macroeconomic conditions[45]. - The group has established a risk register to document identified risks and has developed a three-year internal control review plan to effectively monitor and mitigate major risks[107]. - The company emphasizes a risk management process that includes identifying, assessing, responding to, and monitoring risks[102]. - The board is responsible for ensuring the effectiveness of the enterprise risk management system and reviews it at least annually[98]. Future Prospects and Strategies - The company remains cautiously optimistic about future prospects, especially with the expected completion of renovations by the end of 2025[17]. - The company aims to enhance overall asset returns and corporate value in the face of challenges and opportunities[17]. - The company is actively seeking refinancing options through long-term secured loans and/or equity financing to address its net current liabilities[56]. - The company anticipates that the Singapore hotel business will generate sufficient operating profit to cover expenses as it gradually recovers from the COVID-19 pandemic[55]. - The company is cautiously optimistic about future prospects, expecting a strong recovery in the tourism industry as global vaccination efforts continue and travel restrictions ease[64]. Employee and Compensation - The total employee cost for the year was approximately HKD 26.9 million, an increase from HKD 17.0 million in 2023, primarily due to an increase in the number of employees from 50 to 60[36]. - The group emphasizes the importance of maintaining competitive compensation packages to attract capable employees in the labor-intensive hotel industry[48]. - The management is committed to providing comprehensive training for employees to enhance service quality and customer satisfaction[48]. Shareholder Engagement and Dividends - The board does not recommend the distribution of a final dividend for the year[42]. - The company has adopted a dividend policy that considers its financial performance, cash flow, and overall business conditions before declaring dividends[122]. - The company held its annual general meeting on May 31, 2024, where all directors attended either in person or electronically[127]. Financing and Capital Structure - The company has entered into a financing agreement for a loan of SGD 75 million at an annual interest rate of 9%[169]. - The company redeemed all obligations under the 2015 convertible bonds, paying a total of HKD 41,202,380.14[172]. - The group has a total of HKD 83.93 million in other financial liabilities that require repayment, including various payable amounts[50]. - The company has not reported any changes in its capital structure during the year[156]. Share Options and Employee Incentives - The 2014 Share Option Scheme will expire on June 19, 2024, after a 10-year term[191]. - A new 2024 Share Option Scheme has been adopted, effective from May 31, 2024, for another 10 years[199]. - The maximum number of shares that can be issued under the 2024 Share Option Scheme is also limited to 10% of the total issued shares without prior shareholder approval[198].

Financial Performance - The group's hotel operating revenue was approximately HKD 22.1 million, a decrease of about 15.3% compared to HKD 26.0 million in the same period last year[8]. - The loss attributable to the company's owners was approximately HKD 34.7 million, compared to a loss of HKD 57.1 million in the previous year[8]. - Basic loss per share was approximately HKD 0.829, an improvement from HKD 1.425 in the previous year[12]. - The group's gross profit was HKD 10.8 million, down from HKD 17.9 million year-on-year[9]. - The total comprehensive loss for the period was HKD 48.3 million, compared to HKD 64.7 million in the previous year[12]. - The group reported a pre-tax loss of HKD 33.3 million, compared to HKD 55.3 million in the previous year[9]. - Hotel operating revenue for the six months ended June 30, 2024, was HKD 22,067,238, a decrease of 15.0% compared to HKD 26,042,379 for the same period in 2023[35]. - The group reported a loss before tax of HKD 57,056,335 for the six months ended June 30, 2024, compared to a loss of HKD 34,735,996 for the same period in 2023[42]. - The net loss attributable to owners for the period was approximately HKD 34.7 million, a significant reduction of about 39.1% from HKD 57.1 million in the previous year[54]. Revenue Breakdown - The revenue from hotel rooms was HKD 16,117,193, down 24.7% from HKD 21,381,940 in the previous year[35]. - Food and beverage revenue was approximately HKD 3.2 million, representing about 14.6% of total hotel operating revenue, up from 4.7% in the previous year[56]. - Rental income from hotel properties was HKD 2,364,073, down 24.6% from HKD 3,137,323 in the previous year[35]. - Rental income from hotel tenants was approximately HKD 2.4 million, accounting for about 10.7% of total hotel revenue, down from 12.1% in the previous year[56]. - Room revenue for the period was approximately HKD 16.1 million, accounting for about 73.0% of total hotel operating revenue, down from 82.1% in the previous year[55]. Expenses and Costs - Administrative expenses amounted to HKD 18.8 million, a significant decrease from HKD 55.5 million in the previous year[9]. - Financial costs increased to HKD 25.1 million from HKD 17.7 million year-on-year[9]. - Employee costs for the period were HKD 6,365,357, a decrease of 34.5% from HKD 9,729,474 in the previous year[39]. - The group incurred depreciation expenses of HKD 4,767,368 for property, plant, and equipment, a decrease from HKD 5,475,417 in the previous year[39]. Assets and Liabilities - As of June 30, 2024, total non-current assets decreased to HKD 519,221,547 from HKD 550,629,930 as of December 31, 2023, representing a decline of approximately 5.7%[13]. - Current assets totaled HKD 57,247,451, down from HKD 66,312,651, indicating a decrease of about 13.9%[13]. - The net current liabilities increased to HKD (435,237,901) from HKD (423,017,250), reflecting a rise of approximately 2.9%[14]. - Total liabilities increased to HKD 492,485,352 from HKD 489,329,901, showing a slight increase of about 0.4%[13]. - Cash and cash equivalents decreased to HKD 22,399,833 from HKD 26,040,912, a decline of approximately 13.9%[13]. - The total equity attributable to owners decreased to HKD 23,049,965 from HKD 71,203,991, a significant decline of about 67.6%[14]. - The total assets less current liabilities stood at HKD 83,983,646, down from HKD 127,612,680, a decrease of approximately 34.2%[14]. Strategic Focus and Future Plans - The company is focusing on improving operational efficiency and reducing costs in response to the challenging market conditions[7]. - Future strategies include exploring new market opportunities and potential partnerships to enhance revenue streams[7]. - The company is considering potential investors to fund the completion or acquisition of the Bintan asset due to financial constraints and delays caused by the COVID-19 pandemic[57]. - The company aims to enhance its position in the rapidly growing tourism market in the region through the Bintan Resort project, which will diversify revenue sources[100]. - The company is committed to providing exceptional guest experiences and strategically investing in special assets and restructuring opportunities[101]. Shareholder and Governance Matters - The company did not recommend any dividend for the six months ended June 30, 2024, consistent with the previous year[45]. - The company has maintained compliance with the corporate governance code as per GEM listing rules during the review period[104]. - The audit committee has reviewed the unaudited consolidated performance and believes it complies with applicable accounting standards and GEM listing rules[102]. - The company must comply with all resumption guidelines to avoid delisting, as the Stock Exchange can delist any securities suspended for 12 months[110]. - The company has obligations to disclose all significant information for shareholders and investors to assess its condition[110]. Financing and Debt Management - The company is actively seeking refinancing to stabilize its financial situation due to current liquidity challenges[101]. - The company is negotiating with existing financing institutions and convertible bondholders to extend loan terms and potentially restructure the convertible bonds[61]. - A financing agreement was signed for a loan of SGD 55 million at a fixed annual interest rate of 11%[97]. - HHI is required to repay the loan in full one year from the drawdown date, with a prepayment of SGD 3,025,000 due on December 26, 2023[98]. - The company has entered into a repayment deferral agreement with convertible bondholders, extending the deferral period to February 16, 2024, and plans to repay HKD 16,057,191.78 by that date[96]. Market Outlook - The company maintains a cautiously optimistic outlook for the future, anticipating a strong recovery in the tourism industry as COVID-19 restrictions ease[99]. - The reopening of the Hanazuki Onsen Hotel in Japan in Q3 2023 is expected to meet the growing interest in health tourism, although its performance has not met expectations due to financial and human resource constraints[100]. - The company is considering exploring options for the Hanazuki Onsen Hotel, including potential sale, to alleviate liquidity pressure[100]. - The development of the Bintan Resort is seen as a significant opportunity for regional expansion, contingent on successful refinancing[100]. - The company is excited about future opportunities, including the potential development of the Bintan Resort, while closely monitoring the refinancing process[101]. Share Options and Capital Management - The company has adopted a new share option scheme effective from May 31, 2024, to incentivize and retain eligible participants[71]. - The maximum number of shares available for issuance under the 2024 share option plan is capped at 10% of the total issued shares as of the adoption date[82]. - The share options granted during the review period represent 1.25% of the weighted average number of shares issued during the review period[92]. - The 2024 share option plan will be effective for a period of 10 years from the adoption date, which is May 31, 2024[87]. - The company has a policy that share options must be held for at least 12 months before they can be exercised[80].

Financial Performance - For the six months ended June 30, 2024, the Group reported unaudited consolidated results, with a comparison to the six months ended June 30, 2023[10] - The Group's financial performance during the review period is highlighted, although specific figures are not provided in the extracted content[10] - The group's hotel operating revenue was approximately HKD 22.1 million, a decrease of about 15.3% compared to HKD 26.0 million in the same period last year[11] - The loss attributable to the company's owners was approximately HKD 34.7 million, down from HKD 57.1 million in the previous year[11] - Basic loss per share was approximately HKD 0.829, compared to HKD 1.425 in the previous year[11] - Gross profit for the six months ended June 30, 2024, was HKD 10.75 million, down from HKD 17.88 million in the same period last year[12] - The total comprehensive loss for the period was HKD 48.30 million, compared to HKD 64.73 million in the previous year[15] - The total revenue for the six months ended June 30, 2024, was HKD 22,067,238, a decrease of 15.1% compared to HKD 26,042,379 for the same period in 2023[38] - Hotel room revenue was HKD 16,117,193, down from HKD 21,381,940, reflecting a decline of 24.5% year-over-year[38] - The company reported a foreign exchange loss of HKD 13.50 million for the period, compared to a loss of HKD 7.65 million in the previous year[12] - The group reported a loss before tax of HKD 57,056,335 for the six months ended June 30, 2024, compared to a loss of HKD 34,735,996 for the same period in 2023[45] Assets and Liabilities - Non-current assets totaled HKD 519.22 million, a decrease from HKD 550.63 million at the end of the previous year[16] - Current assets decreased to HKD 57.25 million from HKD 66.31 million at the end of the previous year[16] - Current liabilities totaled HKD 492.49 million, slightly up from HKD 489.33 million at the end of the previous year[16] - The net asset value was HKD 24.31 million, down from HKD 72.60 million at the end of the previous year[17] - Trade receivables as of June 30, 2024, amounted to HKD 2,088,317, a significant decrease from HKD 6,738,479 as of December 31, 2023[50] - Trade payables increased to HKD 1,735,058 as of June 30, 2024, compared to HKD 1,359,972 as of December 31, 2023, reflecting an increase of approximately 27.6%[54] - As of June 30, 2024, the group's current liabilities net worth was approximately HKD 435.2 million, an increase from HKD 423.0 million in the previous year[62] - The group's debt-to-equity ratio as of June 30, 2024, was approximately 1,811.1%, significantly up from 398.3% in the previous year, based on total debt of approximately HKD 440.2 million and total equity of approximately HKD 24.3 million[68] Cash Flow and Financing - The financing activities generated a net cash inflow of HKD 18,505,240, compared to HKD 52,843,301 in the previous period, indicating a significant decrease of 65.0%[31] - The net cash used in operating activities was HKD (20,685,557), compared to HKD (21,742,793) in the prior period, showing a slight improvement[31] - The cash and cash equivalents at the end of the period were HKD 22,399,833, down from HKD 30,214,831, representing a decrease of 25.8%[31] - The company is actively seeking external financing options to alleviate immediate working capital pressures and improve cash flow[64] - HHI has secured a financing agreement for SGD 55 million with a fixed annual interest rate of 11%[100] - HHI is required to repay the loan in full, including accrued interest, one year from the date of withdrawal, with a prepayment of SGD 3,025,000 due on December 26, 2023[101] - The company has entered into a temporary repayment agreement with convertible bondholders, extending the repayment period to February 16, 2024, with a partial payment of HKD 16,057,191.78 due by that date[99] Share Options and Corporate Governance - The 2014 Share Option Scheme has granted a total of 52,350,000 share options, which will expire on June 19, 2024[72] - The new 2024 Share Option Scheme was adopted on May 31, 2024, and will be effective for 10 years, aimed at rewarding and retaining qualified participants[74] - The maximum number of shares that can be issued under the 2024 Share Option Scheme is capped at 10% of the total issued shares as of the adoption date[85] - The service provider sub-limit under the 2024 Share Option Scheme is set at 1% of the total issued shares as of the adoption date[85] - The exercise price for options will be determined by the board but must be at least the higher of the closing price on the grant date or the average closing price over the preceding five trading days[79] - Participants in the 2024 Share Option Scheme include employees, related entity participants, and service providers contributing to the group's long-term growth[75] - The vesting period for options is generally set at 12 months, with potential for shorter vesting under specific circumstances[83] - The company may seek shareholder approval to update the plan limits every three years, ensuring compliance with GEM listing rules[86] - The company has complied with the corporate governance code as per GEM Listing Rules Appendix C1 during the review period[107] - The Audit Committee consists of four independent non-executive directors as of June 30, 2024, with Ms. Tam Mei Chu as the chairperson[105] Market Outlook and Strategic Plans - The company maintains a cautiously optimistic outlook for recovery in the tourism sector as COVID-19 restrictions ease and vaccination efforts continue[102] - The company is actively seeking refinancing options to stabilize its financial situation and is in discussions with financial institutions and potential investors[104] - The reopening of the Hanazuki Onsen Hotel in Japan is expected to contribute to future growth, although current performance is below expectations due to financial and resource constraints[103] - The company is evaluating the potential development of the Bintan Resort in Indonesia to meet the growing demand for luxury accommodations[103] - The company plans to continue assessing its hotel portfolio for expansion or adjustment based on current market conditions[103] - The company is committed to providing exceptional guest experiences and enhancing property value while strategically investing in special assets and restructuring opportunities[104] - The company may consider exploring options, including the potential sale of the Hanazuki Onsen Hotel, to alleviate liquidity pressure[103] Shareholding Structure - As of June 30, 2024, Mr. Lui Tin Shun and Mr. Wong Chun Hung each hold 2,443,140,001 shares, representing 58.34% of the company[115] - Ace Kingdom holds 2,443,140,001 shares, representing 58.34% of the total shares outstanding[117] - CMI Financial Holding Company Limited owns 690,000,000 shares, accounting for 16.48% of the total shares[117] - China Eastern Asset Management Company holds 310,000,000 shares, which is 7.40% of the total shares[118] - The total number of shares issued by the company as of June 30, 2024, is 4,188,000,000 shares[125] - The ownership structure indicates significant control by a few major shareholders, with Ace Kingdom and its affiliates holding a combined 58.34%[119] - The company has issued convertible bonds amounting to 25,278,000 HKD, representing 1.83% of the total shares[123]

Financial Performance - The total revenue from hotel operations for the year was approximately HKD 58.3 million, representing an increase of about 75.0% compared to the previous fiscal year[9]. - The attributable loss to the owners of the company was approximately HKD 88.2 million, which increased by about HKD 34.0 million or approximately 62.5% from the previous fiscal year[9]. - The increase in loss was primarily due to net impacts including an increase in revenue of approximately HKD 25.0 million and an increase in gross profit of approximately HKD 20.3 million[9]. - The total hotel operating revenue for the year was approximately HKD 58.3 million, a 75.0% increase compared to HKD 33.3 million in the previous year[15]. - The loss attributable to shareholders was approximately HKD 88.2 million, an increase of about 62.5% from a loss of HKD 54.3 million in the previous year[15]. - Room revenue was approximately HKD 48.0 million, accounting for 82.3% of total hotel operating revenue, compared to 73.2% in the previous year[17]. - The occupancy rate for the main hotel was 70%, significantly up from 34.0% in the previous year[19]. - Average room rate was HKD 599.3, slightly down from HKD 610.2 in the previous year[19]. - Rental income from hotel tenants was approximately HKD 5.4 million, representing 9.2% of total hotel business revenue, down from 15.2% in the previous year[20]. - The company reported a loss of HKD 88,563,806 for the year ended December 31, 2023, with current liabilities amounting to HKD 423,017,250[48]. Financial Liabilities and Debt - Financing costs for interest-bearing other borrowings amounted to approximately HKD 18.2 million, which was not present in the previous year[9]. - Legal and professional fees related to refinancing bank borrowings were approximately HKD 20.0 million, also not present in the previous year[9]. - As of December 31, 2023, the net current liabilities were approximately HKD 423.0 million, an increase from HKD 354.6 million in the previous year[23]. - The company received a conversion notice for zero-coupon convertible bonds amounting to HKD 25,128,000, with a conversion price of HKD 0.036 per share, resulting in the issuance of 200 million shares to Mr. Ng Ming Cheung and others[24]. - As of December 31, 2023, the total outstanding amount of convertible bonds was approximately HKD 55.3 million, down from HKD 68.8 million a year earlier[25]. - The company's debt-to-equity ratio as of December 31, 2023, was approximately 551.2%, significantly increased from 236.7% the previous year, primarily due to increased short-term borrowings and losses[29]. - The total financial liabilities, including interest-bearing borrowings and other financial debts, amounted to HKD 465,475,936 as of December 31, 2023[48]. - The company entered into a one-year loan agreement with Swettenham Capital Pte. Ltd. for SGD 55,000,000 (approximately HKD 312,520,000) at a fixed annual interest rate of 11%[49]. - The company’s financial liabilities increased by HKD 19,314,396 to HKD 484,790,332 as of February 29, 2024[49]. - The company has entered into a repayment deferral agreement with convertible bondholders, extending the deferral period to June 2024[171]. - The company has experienced a default event regarding its convertible bonds, with a principal amount of approximately HKD 25.3 million[170]. Future Outlook and Strategy - The company maintains a cautiously optimistic outlook for the future, focusing on hotel operations in Singapore and Japan[10]. - The travel industry is expected to recover rapidly as global vaccination efforts continue and travel restrictions are gradually eased[10]. - The company aims to enhance overall asset returns and corporate value moving forward[10]. - The company is committed to actively seizing opportunities while remaining optimistic in the face of challenges[10]. - The company is evaluating its hotel portfolio for potential expansion or adjustments based on current market conditions[68]. - The Hanazuki Onsen Hotel in Japan is seen as a promising project for future growth, although it requires timely refinancing[69]. - The development of the Bintan resort is viewed as an opportunity for regional expansion, contingent on successful refinancing[69]. - The company is actively seeking refinancing solutions to stabilize its financial situation and is in discussions with financial institutions and potential investors[69]. - The major shareholder has reaffirmed its commitment to provide sufficient financial support to maintain the company's operations[63]. - The company is excited about future opportunities, including potential development projects for the Bintan resort, aiming to become the leading hotel service provider in the region[70]. Corporate Governance - The company adheres to high standards of corporate governance to align with shareholder interests and has implemented best practices[78]. - The board of directors consists of nine members, including two executive directors and five independent non-executive directors, with changes in composition noted[81]. - The company aims to maintain at least one-third of its board members as female, currently having two out of nine directors as women[93]. - The audit committee held three meetings during the year, with attendance rates for members ranging from 1/1 to 3/3[97]. - The company adopted a board diversity policy in December 2018, focusing on various aspects including gender, age, and experience[90]. - The company’s board is responsible for overall strategy formulation and management performance oversight[88]. - The company has established an enterprise risk management framework to effectively implement risk management processes[107]. - The board is responsible for maintaining an effective risk management and internal control system to protect the interests of the company and its shareholders[108]. - The company has established clear internal control policies and procedures, defining responsibilities and authority for key positions[120]. - The company’s independent non-executive directors include four members as of December 31, 2023, with changes in the committee's composition noted[97]. Management Changes - The new CEO, Mr. He Dingding, was appointed on May 2, 2023, bringing over 17 years of experience in capital markets and corporate management[138]. - Mr. He previously served as CEO and CFO of Ocean Group Holdings Limited, enhancing his expertise in corporate finance[138]. - Mr. Lu Tianxun appointed as Executive Director on May 2, 2023, with over 15 years of experience in corporate finance and investment[140]. - Mr. Yan Yi, a founding member of the group, resigned from various positions including Chairman and Executive Director on January 9, 2023[141]. - Mr. Huang Junxiong appointed as Non-Executive Director and Chairman of the Board on May 9, 2023, with over 21 years of experience in the financial industry[145]. - Mr. Zhao Gongzhi appointed as Non-Executive Director on May 2, 2023, with approximately 15 years of experience in investment banking and corporate restructuring[146]. - Ms. Tan Meizhu appointed as Independent Non-Executive Director on May 2, 2023, with over 9 years of experience in auditing and company secretarial services[148]. - The company has undergone significant management changes, including the resignation of key executives and the appointment of new directors in 2023[143][144]. - The management team has a diverse background in finance, accounting, and corporate governance, which is expected to strengthen the company's strategic direction[140][145][146]. Compliance and Risk Management - The company has implemented various risk management measures to mitigate operational and financial risks, including monitoring competitors and macroeconomic conditions[40][41]. - The company has not used any financial instruments to hedge foreign exchange risks, as most transactions in subsidiaries are settled in local currencies[36]. - The company is facing significant uncertainties regarding its ability to continue as a going concern due to its financial situation[126]. - The management is actively communicating with operational departments to identify and prioritize significant risk factors affecting the company[115]. - An independent internal control consultant was appointed to conduct an annual internal control review covering the period from January 1, 2023, to December 31, 2023[119]. - The audit committee received the internal control review report and found no evidence suggesting deficiencies or ineffectiveness in the company's risk management and internal control systems[119]. - The company has implemented a three-year internal control review plan to enable the board and audit committee to effectively monitor and mitigate major risks[118]. Shareholder Relations - The company continues to strengthen communication and relationships with shareholders and investors[135]. - The company maintains high transparency and timely disclosure of corporate information to strengthen investor relations[134]. - The company is committed to regularly reviewing and reassessing its dividend policy and effectiveness[128]. - The company did not recommend the distribution of a final dividend for the year, consistent with the previous year[38]. - The company has not made any charitable donations during the year[180]. - The company will hold its annual general meeting on May 31, 2024[165].

Financial Performance - For the fiscal year ending December 31, 2023, the company reported total revenue of HKD 58,332,269, an increase from HKD 33,331,520 in the previous year, representing a growth of approximately 74.9%[5] - The cost of sales for the year was HKD 20,627,504, compared to HKD 15,973,959 in the prior year, indicating an increase of about 29.5%[5] - Gross profit for the year was HKD 37,704,765, up from HKD 17,357,561, reflecting a significant increase of approximately 117.5%[5] - The company incurred a net loss of HKD 88,563,806 for the year, compared to a loss of HKD 55,069,702 in the previous year, which is an increase in loss of about 60.8%[5] - Other income for the year was HKD 1,557,028, down from HKD 2,589,701, representing a decrease of approximately 39.8%[5] - The company reported a net loss attributable to shareholders of HKD 88,245,082 for 2023, compared to a loss of HKD 54,289,081 in 2022, indicating a deterioration in financial performance[6] - The basic and diluted loss per share for 2023 was HKD 2.15, compared to HKD 1.56 in 2022, reflecting a 37.7% increase in losses per share[6] - The company reported a total loss before income tax of HKD 54,756,853, with centralized management expenses and financing costs amounting to HKD 24,333,971[55] - The company reported a total loss before tax of HKD 87,138,895 for the year ended December 31, 2023, compared to a loss of HKD 54,756,853 in the previous year[80] - The company’s total comprehensive loss for the year was significantly affected by the increase in tax expenses and losses reported[80] Revenue Breakdown - Total revenue for the year ended December 31, 2023, was HKD 92,255,450, a significant increase from HKD 72,428,586 in 2022, representing a year-over-year growth of approximately 27.4%[6] - Total revenue for the hotel operations and distressed asset management reached HKD 58,332,269 for the year ending December 31, 2023, compared to HKD 33,331,520 for the previous year, representing a year-over-year increase of approximately 75%[45] - The external revenue from hotel operations in Singapore was HKD 55,732,364, while the external revenue from Japan was HKD 2,599,905, contributing to the overall revenue[52] - Room revenue for the year was approximately HKD 48.0 million, accounting for about 82.3% of total hotel operating revenue, compared to 73.2% in the previous year[105] - Food and beverage revenue was approximately HKD 4.1 million in 2023, maintaining a 7.1% share of total hotel operating revenue[110] Expenses and Liabilities - The company experienced a significant increase in administrative expenses, which rose to HKD 78,606,222 from HKD 38,395,916, marking an increase of about 104.5%[5] - The financial costs for the year were HKD 38,928,510, compared to HKD 22,374,114 in the previous year, indicating an increase of approximately 74.1%[5] - Current liabilities increased to HKD 489,329,901 in 2023, compared to HKD 422,380,935 in 2022, representing a rise of about 15.8%[8] - The total liabilities for the year 2023 were HKD 544,340,064, an increase from HKD 469,013,533 in 2022[63] - The company incurred a total of HKD 38,928,510 in interest expenses, with significant contributions from centralized management costs[65] Assets and Equity - Non-current assets totaled HKD 550,629,930 as of December 31, 2023, slightly up from HKD 549,555,481 in 2022[8] - Current assets amounted to HKD 66,312,651, a decrease from HKD 67,730,988 in the previous year, indicating a decline of approximately 2.1%[8] - The company’s total equity was HKD 72,602,517, down from HKD 148,272,936 in the previous year[15] - The company’s total assets decreased significantly, reflecting a challenging operational environment due to the COVID-19 pandemic[15] Future Outlook and Strategies - The company plans to focus on market expansion and new product development to improve future performance[5] - Management is actively negotiating with financial institutions for long-term secured loan financing to refinance current liabilities[142] - The company is exploring options to extend existing loan terms and defer the potential conversion of convertible bonds[144] - The company is reviewing its hotel and investment portfolio to enhance project profitability and potentially introduce strategic partners for additional capital[147] - Management is cautiously optimistic about the future outlook, anticipating a strong recovery in the travel industry due to ongoing global vaccination efforts and the gradual easing of travel restrictions[153] Compliance and Governance - The company must comply with all resumption guidelines and rectify issues that led to the suspension of trading to regain approval for its securities trading[160] - The company has received a non-issue opinion from auditors regarding the appropriateness of the going concern assumption due to net losses and current liabilities[135] - The company has established a financing agreement to manage its assets and liabilities effectively[171] - The company is subject to specific remedial periods as per the GEM listing rules, which may be shortened under certain circumstances[161] Shareholder and Market Activities - The company completed the sale of 1,900,000,000 shares for a total consideration of HKD 37,000,000, equivalent to approximately HKD 0.01947 per share on February 15, 2023[166] - Following the sale of 167,540,000 shares at HKD 0.02 each, the public shareholding has been restored to approximately 25.19% of the total issued shares, complying with GEM listing rules[191] - The company has received a temporary exemption from strict compliance with GEM listing rules to ensure sufficient public float[190] - The company has not engaged in any purchases, sales, or redemptions of its listed securities during the year[192]

Financial Performance - The loss for the review period was reduced from HKD 69,761,959 to HKD 67,261,961 due to the reclassification of certain administrative expenses that should have been accounted for in 2022[3] Trading Status - The company’s shares have been suspended from trading since April 3, 2023, and will remain suspended until further notice[5] Disclosure and Transparency - The announcement aims to provide accurate and complete information regarding the company, with all directors confirming the accuracy of the disclosed information[6]

Financial Performance - The hotel operating revenue for the group was approximately HKD 26.0 million, an increase of about 179.6% compared to HKD 9.3 million in the same period last year[7]. - The loss attributable to the owners of the company was approximately HKD 57.1 million, compared to HKD 24.9 million in the previous year[7]. - The basic loss per share was approximately HKD 1.425, compared to HKD 0.712 in the previous year[7]. - Total revenue for the six months ended June 30, 2023, was HKD 26,042,379, compared to HKD 9,281,393 for the same period in 2022[8]. - The gross profit for the six months ended June 30, 2023, was HKD 17,880,436, compared to HKD 2,340,351 in the previous year[8]. - The total comprehensive loss for the period was HKD 64,732,182, compared to HKD 38,593,147 in the previous year[8]. - For the three months ended June 30, 2023, the loss attributable to owners of the company was HKD 45,970,623, compared to a loss of HKD 10,249,075 for the same period in 2022, representing an increase of 348%[10]. - For the six months ended June 30, 2023, the loss attributable to owners of the company was HKD 57,056,335, compared to a loss of HKD 24,854,605 for the same period in 2022, indicating a 130% increase[10]. - The total comprehensive loss attributable to owners for the six months ended June 30, 2023, was HKD 64,769,529, compared to HKD 38,452,129 for the same period in 2022, reflecting a 68% increase[10]. Assets and Liabilities - As of June 30, 2023, total non-current assets amounted to HKD 537,870,503, a decrease from HKD 549,555,481 as of December 31, 2022[12]. - Current assets increased to HKD 85,008,462 as of June 30, 2023, compared to HKD 67,730,988 as of December 31, 2022, marking a 25% increase[12]. - Current liabilities rose to HKD 472,126,365 as of June 30, 2023, compared to HKD 422,380,935 as of December 31, 2022, representing a 12% increase[12]. - The net current liabilities as of June 30, 2023, were HKD 387,117,903, compared to HKD 354,649,947 as of December 31, 2022, indicating a 9% increase[13]. - The total equity attributable to owners decreased to HKD 98,393,991 as of June 30, 2023, from HKD 146,578,489 as of December 31, 2022, a decline of 33%[13]. Cash Flow and Financing - The net cash flow used in operating activities for the six months ended June 30, 2023, was HKD (21,742,793), compared to HKD (10,201,048) for the same period in 2022, indicating a significant increase in cash outflow[18]. - The group reported a net cash increase of HKD 31,054,660 for the six months ended June 30, 2023, compared to a decrease of HKD (20,322,679) in the same period of 2022[18]. - The group’s cash flow from financing activities for the six months ended June 30, 2023, was HKD 52,843,301, compared to a cash outflow of HKD (10,114,749) in the same period of 2022[18]. - The company is seeking external debt financing to avoid cash shortfall situations[53]. - The company has entered into a repayment deferral agreement with convertible bondholders, extending the repayment period to February 16, 2024, with a partial repayment of HKD 16,057,191.78 due by that date[67]. Operational Highlights - The average occupancy rate for the group’s main hotel was 66%, a significant increase from 9% in the previous year[45]. - The hotel operations in Singapore have shown gradual improvement, with occupancy rates returning to pre-COVID-19 levels, despite the termination of a government contract for isolation purposes[39]. - The group generated rental income of approximately HKD 3.1 million from hotel tenants, representing 12.1% of total hotel business revenue, compared to 2.4% in the previous year[45]. - The group recorded a rental income from hotel properties of HKD 3,137,323 for the six months ended June 30, 2023, compared to HKD 2,388,866 in the same period of 2022, representing a 31% increase[25]. Employee and Operational Costs - Employee costs for the six months ended June 30, 2023, amounted to HKD 9,729,474, up from HKD 6,526,497 in the same period of 2022, reflecting a 49% increase[29]. - The group’s depreciation expense for property, plant, and equipment for the six months ended June 30, 2023, was HKD 5,475,417, down from HKD 6,215,735 in the same period of 2022[29]. Strategic Initiatives - The company is committed to enhancing its operational strategies to mitigate losses and improve financial performance in the future[6]. - The company continues to seek business partnerships to enhance overall performance in its hotel operations[39]. - The company is actively monitoring its working capital and considering appropriate funding avenues to ensure sufficient financial resources for operational needs[49]. - The company is evaluating the potential sustainability of the Bintan resort development project to meet the growing demand for luxury accommodations[74]. Regulatory and Compliance - The company must comply with the Stock Exchange's resumption guidance by April 2, 2024, or face potential delisting[94]. - The company has received additional resumption guidance regarding the minimum public float requirement under GEM Listing Rule 11.23(7)[95]. - The company is currently seeking to restore compliance with the GEM listing rules regarding public float requirements, with plans for a potential sale of shares by a major shareholder[83]. Shareholder Information - Major shareholders include Ace Kingdom, which holds 2,610,680,001 shares, representing 62.34% of the total shares[99]. - CMI Financial Holding Company Limited holds 690,000,000 shares, accounting for 16.48% of the total shares[100]. - The average number of ordinary shares for calculating basic loss per share increased to 4,002,895,028 for the six months ended June 30, 2023, from 3,490,000,000 in the same period of 2022[32].

Financial Performance - Link Holdings Limited reported its interim results for the six months ended June 30, 2023, with unaudited consolidated performance figures compared to the same period in 2022[2]. - The hotel operating revenue for the group was approximately HKD 26.0 million, an increase of about 179.6% compared to HKD 9.3 million in the same period last year[16]. - The loss attributable to the owners of the company was approximately HKD 57.1 million, compared to HKD 24.9 million in the previous year[16]. - Total revenue for the six months ended June 30, 2023, was HKD 26,042,379, compared to HKD 9,281,393 for the same period in 2022[17]. - The group reported a pre-tax loss of HKD 55,312,102 for the six months ended June 30, 2023, compared to HKD 24,891,250 in the previous year[17]. - The company reported a net loss of HKD 57,056,335 for the six months ended June 30, 2023, compared to a loss of HKD 24,854,605 in the same period of 2022, indicating an increase in losses of approximately 129%[24]. - Total comprehensive income for the period was a loss of HKD 64,769,529, which includes foreign exchange losses of HKD 7,704,481[24]. - The net cash flow used in operating activities was HKD (21,742,793) for the six months ended June 30, 2023, compared to HKD (10,201,048) in the previous year, reflecting a deterioration in cash flow performance[27]. - The company generated a net cash inflow from financing activities of HKD 52,843,301, contrasting with a cash outflow of HKD (10,114,749) in the same period last year[27]. - The company’s total equity attributable to owners decreased to HKD 98,393,991 as of June 30, 2023, down from HKD 179,589,110 at the end of the previous period[24]. Company Operations and Strategy - The company is engaged in hotel ownership and management, as well as property investment, indicating a focus on real estate and hospitality sectors[29]. - The company plans to continue exploring opportunities in hotel services and property investment to enhance revenue streams and market presence[29]. - The group is considering exploring options for the Hanazuki Onsen Hotel, including potential sale, due to financial and operational challenges[49]. - The group has successfully signed contracts with local government to use hotel facilities for quarantine purposes, providing stable income during the pandemic[48]. - The group is seeking potential investors for the Bintan asset development project, which has faced delays due to financial constraints and the COVID-19 pandemic[55]. - The company is cautiously optimistic about future prospects, anticipating a strong recovery in the tourism industry as COVID-19 restrictions ease[80]. - The company is actively seeking refinancing to stabilize its financial foundation amid ongoing market growth and increasing business and leisure travel[80]. - The company aims to enhance guest experiences and property values while strategically investing in special assets and restructuring opportunities[84]. Financial Position and Liabilities - Non-current assets totaled HKD 537,870,503 as of June 30, 2023, down from HKD 549,555,481 at the end of 2022[21]. - Current assets increased to HKD 85,008,462 from HKD 67,730,988 at the end of 2022[22]. - Current liabilities rose to HKD 472,126,365 from HKD 422,380,935 at the end of 2022[22]. - The net asset value of the company was HKD 100,125,785 as of June 30, 2023, down from HKD 148,272,936 at the end of 2022[22]. - The company’s equity attributable to owners was HKD 98,393,991, a decrease from HKD 146,578,489 at the end of 2022[22]. - As of June 30, 2023, the group's net current liabilities amounted to approximately HKD 385.9 million, including cash and bank balances of about HKD 30.2 million and short-term borrowings of approximately HKD 317.5 million[58]. - The debt-to-equity ratio as of June 30, 2023, was approximately 398.3%, a significant increase from 236.7% as of December 31, 2022[59]. - The total outstanding amount of convertible bonds as of June 30, 2023, was approximately HKD 58.1 million, down from HKD 68.8 million as of December 31, 2022[60]. Corporate Governance and Compliance - The announcement complies with GEM listing rules regarding preliminary announcements of interim results[3]. - The board of directors confirmed that the information provided in the announcement is accurate and complete, with no misleading or fraudulent elements[8]. - The company has complied with the corporate governance code as per GEM Listing Rules during the review period[88]. - All directors confirmed compliance with the trading code for securities transactions during the review period[89]. - The company is in discussions with potential investors regarding the sale of shares to ensure compliance with public float regulations[92]. - The company has appointed a receiver to manage its assets following a default on a bank loan[98]. - The company must comply with the GEM listing rules to resume trading, with a deadline of April 2, 2024, to remedy the issues causing the suspension[103]. - The company received additional resumption guidance from the exchange on October 17, 2023, regarding minimum public float requirements[104]. Shareholder Information - Major shareholders include Ace Kingdom, holding 2,610,680,001 shares, representing 62.34% of the total shares[107]. - CMI Financial Holding Company Limited holds 690,000,000 shares, accounting for 16.48% of the total shares[108]. - China Minsheng Investment holds 690,000,000 shares, representing 16.48% of the company[109]. - China Orient Asset Management owns 310,000,000 shares, accounting for 7.40% of the company[109]. - As of June 30, 2023, the total issued shares of the company amount to 4,188,000,000[113]. - CMI Hong Kong holds convertible bonds worth HKD 25,278,000, equating to 76,600,000 shares or 1.83% of the total issued shares[110]. - The ownership structure indicates a significant concentration of shares among a few major stakeholders[112].

Financial Performance - The group recorded total hotel operating revenue of approximately HKD 33.3 million, a decrease of about 33.0% compared to the previous fiscal year due to the ongoing COVID-19 pandemic[7]. - The loss attributable to owners of the company was approximately HKD 54.3 million, a reduction of about 58.8 million or approximately 52.0% from the previous year[7]. - The impairment loss from the hotel business significantly decreased from approximately HKD 76.8 million in the previous fiscal year to about HKD 10.1 million in the current fiscal year[7]. - The total hotel operating revenue for the year was approximately HKD 33.3 million, a decrease of about 33.0% compared to HKD 49.7 million in the previous year due to the ongoing COVID-19 pandemic[13]. - The loss attributable to shareholders for the year was approximately HKD 54.3 million, a reduction of about 52.0% from a loss of HKD 113.1 million in the previous year[13]. - Room revenue for the year was approximately HKD 24.4 million, accounting for about 73.2% of total hotel operating revenue, down from HKD 35.5 million in the previous year[15]. - The average occupancy rate for the main hotel (Hua Xing Hotel) was 34.0%, significantly lower than 92.7% in the previous year[16]. - The average room rate increased to HKD 610.2 from HKD 307.1 in the previous year[16]. - The group reported a loss of HKD 55,069,702 for the year ended December 31, 2022, with current liabilities amounting to HKD 354,649,947[40]. - The group incurred a loss of approximately HKD 55.1 million for the year ended December 31, 2022, with current liabilities netting around HKD 354.6 million[128]. Operational Challenges - The company acknowledges the challenges posed by the COVID-19 pandemic but believes that conditions will gradually improve with widespread vaccination[8]. - The group temporarily closed the Hanazuki Onsen Hotel in Japan in May 2022 due to financial constraints and has since reopened in Q3 2023, but performance remains below expectations[12]. - The group is considering exploring options for the Hanazuki Onsen Hotel, including potential sale, to alleviate liquidity pressure[12]. - The ongoing COVID-19 pandemic has significantly impacted the group's operations, particularly in Singapore and Japan, raising concerns about the group's ability to continue as a going concern[128]. Financial Position and Debt - The capital debt ratio as of December 31, 2022, was approximately 236.7%, up from 149.1% in the previous year, primarily due to increased losses[25]. - As of December 31, 2022, the group's interest-bearing bank borrowings totaled HKD 279,588,327, with an additional bank overdraft of HKD 12,912,290[40]. - Total financial liabilities, including interest-bearing bank borrowings and bank overdrafts, reached HKD 406,592,664 as of December 31, 2022[40]. - Following a loan termination in January 2023, the group secured a one-year loan agreement for SGD 55,000,000 (approximately HKD 312,520,000) at an 11% fixed annual interest rate[41]. - As of November 30, 2023, total interest-bearing bank borrowings and other financial liabilities increased to HKD 450,562,007[43]. - The group has a cash flow forecast for the 24 months ending December 31, 2024, indicating the ability to continue as a going concern[43]. - The group is facing a legal lawsuit from bondholders due to failure to redeem convertible bonds, amounting to HKD 32,861,400[41]. Corporate Governance and Compliance - The company is committed to high standards of corporate governance to align with shareholder interests[84]. - The board of directors has undergone changes, increasing from five to nine members, including two executive directors and five independent non-executive directors[87]. - The company has adhered to the corporate governance code as per GEM Listing Rules Appendix 15 during the year[85]. - All independent non-executive directors have confirmed their independence according to GEM Listing Rule 5.09[88]. - The company emphasizes continuous professional development for all directors to ensure they contribute effectively to the board[99]. - The company has implemented a nomination policy to ensure a balanced skill set and diversity among board members[98]. - The audit committee has reviewed the audited consolidated results for the year, ensuring compliance with financial reporting standards[102]. - The company is committed to maintaining a diverse board and regularly reviews the effectiveness of its diversity policies[94]. Future Outlook and Strategic Initiatives - The company remains optimistic about future developments and aims to maximize overall asset returns and corporate value[8]. - The management is reviewing its hotel and investment portfolio, considering strategic partnerships to enhance project profitability and overall financial health[53]. - The company is cautiously optimistic about future prospects, anticipating a strong recovery in the tourism industry as COVID-19 restrictions ease[58]. - The company is exploring refinancing options to stabilize its financial situation and is in discussions with financial institutions and potential investors[61]. - The company is likely to pursue new market opportunities and expansion strategies under the leadership of the newly appointed board members[145][146]. Shareholder and Investor Relations - The company emphasizes maintaining high transparency to strengthen investor relations, providing timely disclosures through annual, interim, and quarterly reports[136]. - The company held its annual general meeting on June 28, 2022, where key executives responded to shareholder inquiries[136]. - The company continues to enhance communication and relationships with shareholders and investors[136]. - The company will issue further announcements to inform shareholders and the public about progress related to the resumption of trading[81]. Environmental and Social Responsibility - The group is committed to complying with all applicable environmental protection laws and regulations[33]. - The company has implemented various policies and initiatives related to environmental, social, and governance (ESG) aspects[166].

Company Announcements and Governance - Link Holdings Limited announced its annual results for the year ended December 31, 2022[2]. - The company’s shares have been suspended from trading since April 3, 2023, until further notice[5]. - The board confirmed that the financial statements for the year ended December 31, 2022, were audited in accordance with Hong Kong auditing standards[3]. - The announcement includes the full annual report for 2022, complying with GEM listing rules[3]. - The board of directors has collectively and individually confirmed the accuracy and completeness of the information provided in the announcement[8]. - The company emphasizes the importance of careful consideration for potential investors due to the inherent risks associated with GEM-listed companies[3]. - The announcement will be available on the Hong Kong Stock Exchange website for at least seven days following its release[8]. - The company’s management is committed to transparency and accountability in its reporting practices[8]. - The company has undergone significant changes in its board composition, with multiple resignations and appointments in 2023[10][11]. - The company aims to maintain at least one-third of its board members as female, currently having three out of nine directors being women[104]. - The board has adopted a diversity policy to achieve gender balance in key positions, considering various aspects such as gender, age, and professional experience[101]. - The company has conducted internal seminars for all directors regarding updates on GEM listing rules and corporate governance codes[107]. - The board is collectively responsible for leading and monitoring the company's success through strategic guidance and oversight of management performance[99]. - The company has received annual confirmations of independence from all independent non-executive directors as per GEM listing rules[95]. - The board's meetings are held at least four times a year, with senior management meeting with the board to discuss business conditions[95]. - The company has a nomination policy in place to determine the methods for nominating directors and the criteria for selecting candidates[105]. - The company emphasizes continuous professional development for all directors to ensure they contribute effectively to the board[106]. - The Audit Committee held five meetings during the year, with a 100% attendance rate from independent non-executive directors[108]. - The Remuneration Committee conducted one meeting this year, with a 100% attendance rate from the members present[111]. - The Nomination and Corporate Governance Committee held one meeting this year, with a 100% attendance rate from the members present[113]. - The Audit Committee is currently composed of four independent non-executive directors, including the newly appointed chairperson[109]. - The Remuneration Committee has reviewed the remuneration policies for executive directors and senior management, ensuring fairness and reasonableness[111]. - The company has established an enterprise risk management framework to effectively implement risk management[116]. - The board of directors is responsible for maintaining a sound and effective risk management and internal control system[116]. - The company has adopted appropriate accounting policies and made prudent judgments in preparing the consolidated financial statements[115]. - The Audit Committee has reviewed the audited consolidated results for the year[109]. - The company has undergone changes in the composition of its committees, reflecting ongoing governance improvements[114]. - The company has established a whistleblowing mechanism to encourage employees to report misconduct or fraudulent activities[129]. - The company has made necessary amendments to its articles of association to comply with the revised GEM listing rules effective from January 1, 2022[144]. - The company has seen significant changes in its board composition, with multiple directors resigning and new appointments made in 2023, indicating a strategic shift in governance[151][152]. - The company’s former chairman and executive director, Mr. Yan Yi, resigned from all positions on January 9, 2023, which may impact future strategic direction[148]. - The company has a history of appointing experienced professionals in finance and investment, enhancing its governance and operational capabilities[152][153]. - The company’s board includes members with extensive backgrounds in accounting and finance, which supports robust financial oversight[154]. - The company is actively engaging in corporate governance reforms, as evidenced by the restructuring of its board and committees[151][152]. - The company’s leadership changes reflect a potential shift in strategic priorities and operational focus moving forward[148][151]. Financial Performance - The total revenue from hotel operations for the year was approximately HKD 33.3 million, a decrease of about 33.0% compared to the previous fiscal year[14]. - The loss attributable to shareholders was approximately HKD 54.3 million, a reduction of about HKD 58.8 million or approximately 52.0% from the previous year[14]. - Room revenue was approximately HKD 24.4 million, accounting for about 73.2% of total hotel operating revenue[22]. - The occupancy rate for the main hotel was 34.0%, down from 92.7% in the previous year[24]. - Average room rate increased to HKD 610.2 from HKD 307.1 in the previous year[24]. - The group recorded a loss from non-performing debt assets of approximately HKD 0.5 million this year, a significant improvement from a loss of approximately HKD 4.7 million in the previous year[26]. - As of December 31, 2022, the group's net current liabilities amounted to approximately HKD 354.6 million, an increase from approximately HKD 232.2 million in the previous year[27]. - The group's debt-to-equity ratio as of December 31, 2022, was approximately 236.7%, up from approximately 149.1% in the previous year, primarily due to a significant increase in losses this year[32]. - The total employee cost for the year was approximately HKD 17.7 million, slightly down from approximately HKD 18.1 million in the previous year, with a total of 45 employees as of December 31, 2022[34]. - The group did not propose any final dividend for the year, consistent with the previous year[39]. - As of December 31, 2022, the group's total assets pledged for bank financing amounted to approximately HKD 134.9 million[38]. - The group has not made any significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the year[30]. - The group is considering seeking potential investors to complete or fully acquire the Bintan assets due to tightened financial resources and delays caused by the COVID-19 pandemic[25]. - The company reported a loss of HKD 55,069,702 for the year ended December 31, 2022, with current liabilities netting HKD 354,649,947[47]. - As of December 31, 2022, the group's interest-bearing bank borrowings amounted to HKD 279,588,327, with total financial liabilities reaching HKD 406,592,664[47]. - The total interest-bearing bank borrowings and other financial liabilities increased by HKD 43,969,343 to HKD 450,562,007 as of November 30, 2023[50]. - The company reported a total revenue of approximately HKD 117.2 million as of December 31, 2022, with no final dividend recommended for the year[172][176]. - Major customers contributed approximately 22.8% of total revenue, while the top five customers accounted for about 44.0% of total revenue[185]. - The company’s available reserves for distribution were approximately HKD 117.2 million as of December 31, 2022[176]. - The company’s total borrowings as of December 31, 2022, are detailed in the financial statements[182]. - The company’s investment properties were revalued as of December 31, 2022, with details provided in the financial statements[181]. Operational Challenges and Strategies - The company plans to maximize overall asset returns and corporate value despite ongoing challenges from the COVID-19 pandemic[15]. - The hotel management is actively seeking business partners to enhance overall performance[18]. - The company temporarily closed the Japanese hotel due to financial constraints but plans to explore options including potential sale to alleviate liquidity pressure[19]. - The company remains optimistic about future developments and opportunities despite the ongoing pandemic challenges[15]. - The company is facing liquidity pressure and may need to adjust asset values if measures to improve cash flow are unsuccessful[136]. - The company is actively seeking refinancing to stabilize its financial situation amid liquidity challenges[68]. - The company has successfully reopened its Hanazuki Onsen Hotel in Japan in Q3 2023, but its performance has not met expectations due to financial and human resource constraints[67]. - The company is considering exploring options for the Hanazuki Onsen Hotel, including potential sale, to alleviate liquidity pressure[67]. - The development of the Bintan Resort is seen as a significant opportunity for regional expansion, contingent on successful refinancing[67]. - The company aims to enhance property value and strategically invest in special assets and restructuring opportunities, provided refinancing is secured[68]. - The company is cautiously optimistic about future prospects, anticipating a strong recovery in the tourism industry as global vaccination efforts continue and travel restrictions ease[65]. - Management is actively seeking strategic partnerships to enhance project profitability and improve the overall financial condition of the group[60]. - The company is reviewing its hotel and investment portfolio, considering expansion or adjustment plans based on current market conditions[65]. - The management is in discussions with existing financiers to extend loan terms and defer convertible bond payments to allow time for refinancing after the resumption of share trading[58]. - Legal actions are being taken to offset claims against the company, which may reduce outstanding liabilities and improve financial conditions[59]. - The company aims to maintain operational support from major shareholders to alleviate immediate working capital pressures[61]. Risk Management and Compliance - The group has implemented several risk management measures to mitigate operational and financial risks, including monitoring competitors and adjusting business activities according to macroeconomic conditions[41]. - The group is actively managing financial risks, including foreign exchange, credit, interest rate, and liquidity risks, as detailed in the financial statements[45]. - The group has engaged external risk consultants to conduct ongoing risk assessments for selected properties to address potential threats from natural disasters and terrorism[44]. - The company has received a disclaimer of opinion from auditors regarding the appropriateness of the going concern assumption due to net losses and current liabilities[55]. - The net current liabilities are attributed to refinancing through long-term secured loans and/or equity financing, with management negotiating with financial institutions for potential long-term loans[58]. - The company has established a risk register to document identified risks, with management assessing their potential impact and likelihood[127]. - The company has implemented a three-year internal control review plan to enable effective monitoring and mitigation of major risks[127]. - The company has engaged an independent internal control consultant for the annual internal control review covering the period from January 1, 2022, to December 31, 2022[128]. - The audit committee has been provided with an internal control review report, confirming no evidence of deficiencies in the company's risk management and internal control systems[128]. - The company has ensured compliance with applicable environmental laws and regulations, implementing various policies and practices[173]. - The company has complied with all relevant laws and regulations in all material aspects during the year[200]. Shareholder Relations and Future Outlook - The company will hold its annual general meeting on February 23, 2024, with a suspension of share transfer registration from February 20 to February 23, 2024[174]. - The company aims to maintain high transparency to strengthen investor relations, providing timely disclosures through annual, interim, and quarterly reports[143]. - The company held its annual general meeting on June 28, 2022, where key executives responded to shareholder inquiries[143]. - The company will continue to enhance communication and relationships with shareholders and investors[143]. - The company’s governance report outlines procedures for shareholders to submit inquiries and proposals to the board[142]. - A mandatory conditional cash offer was made by Ace Kingdom Enterprises Corporation for 1,900,000,000 shares at a price of HKD 37,000,000, equivalent to approximately HKD 0.01947 per share[69]. - The company has reached an agreement with convertible bondholders to extend the repayment deferral period until February 16, 2024, with a partial repayment of HKD 16,057,191.78 due[73]. - The company has issued zero-coupon convertible bonds with a principal amount of HKD 25,128,000, which will result in the issuance of 698,000,000 shares upon full conversion, representing 20% of the existing share capital[74]. - The company faced a lawsuit for a total amount of HKD 55,563,151 related to the repayment of convertible bonds, which includes a temporary injunction against entering into any loan or financing agreements[78]. - HHI received a payment notice from DBS Bank for an outstanding loan amounting to SGD 50,010,570.88, including accrued interest[79]. - HHI entered into a financing agreement with Swettenham Capital for a term loan of SGD 55 million at a fixed annual interest rate of 11%[80]. - HHI agreed to prepay interest of SGD 3,025,000, equivalent to six months' interest on the Swettenham loan, due by December 26, 2023[81]. - HHI is negotiating further debt financing with a principal cap of SGD 8 million with Swettenham Capital[82]. - The company must meet all resumption guidance from the stock exchange to restore trading of its shares by April 2, 2024, or risk delisting[84]. - The company has maintained sufficient public float as of the reporting date[197]. - As of the reporting date, the company has not restored the minimum public float required under GEM Listing Rule 11.23(7)[198]. - Ace Kingdom has appointed a placement agent and identified potential investors for the sale of shares[198]. - Negotiations regarding the terms of the sale, including pricing and conditions precedent, are currently ongoing[198]. - The expected completion of the sale is anticipated by the end of January 2024[198].