亚洲能源物流(00351) - 2024 - 中期业绩

Interim Results Announcement This announcement presents the Group's financial performance and position for the interim period, highlighting key operational and financial metrics Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2024, the Group's revenue from continuing operations significantly decreased, leading to a substantial expansion of loss before tax; despite profit from discontinued operations, an overall comprehensive loss was recorded Condensed Consolidated Statement of Comprehensive Income | Metric | H1 2024 (HK$ thousand) | H1 2023 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Revenue (Continuing operations) | 22,869 | 53,723 | | Cost of services | (20,433) | (37,319) | | Gross profit | 2,436 | 16,404 | | Other income | 363 | 1,135 | | Employee costs | (14,530) | (14,950) | | Depreciation | (3,561) | (2,869) | | Legal and professional fees | (2,262) | (2,604) | | Motor vehicle expenses | (937) | (1,143) | | Other administrative and operating expenses | (6,230) | (7,540) | | Fair value changes of financial assets at FVTPL | (4,145) | 1,950 | | Loss on disposal of financial assets at FVTPL | (6,769) | – | | Finance costs | (263) | (2,442) | | Loss before tax from continuing operations | (35,898) | (12,059) | | Income tax expense | – | – | | Loss for the period from continuing operations | (35,898) | (12,059) | | Profit for the period from discontinued operations | 13,686 | 12,124 | | (Loss) Profit for the period | (22,212) | 65 | | Total comprehensive (loss) income for the period | (22,272) | (408) | - Revenue from continuing operations decreased by 57.4% year-on-year, with gross profit decreasing by 85.2% year-on-year[2] - Loss for the period from continuing operations expanded by 198.5% year-on-year, primarily due to fair value changes and disposal losses of financial assets[2] - Profit for the period from discontinued operations increased by 12.9% year-on-year[2] Basic and Diluted (Loss) Earnings Per Share | Metric | H1 2024 (HK cents) | H1 2023 (HK cents) (Restated) | | :--- | :--- | :--- | | Basic and diluted (loss) earnings per share – from continuing operations | (1.77) | (0.64) | | Basic and diluted (loss) earnings per share – from discontinued operations | 0.69 | 0.65 | | Basic and diluted (loss) earnings per share – total | (1.08) | 0.01 | Condensed Consolidated Statement of Financial Position As of June 30, 2024, the Group's total non-current assets significantly decreased, but net current assets increased, mainly due to the classification of a vessel as an asset held for sale, while total equity declined Condensed Consolidated Statement of Financial Position | Metric | June 30, 2024 (HK$ thousand) (Unaudited) | Dec 31, 2023 (HK$ thousand) (Audited) | | :--- | :--- | :--- | | Non-current assets | | | | Property, plant and equipment | 70,416 | 136,506 | | Intangible assets | 1,000 | 1,000 | | Right-of-use assets | 6,193 | 9,180 | | Goodwill | 1,026 | 1,026 | | Total non-current assets | 78,635 | 147,712 | | Current assets | | | | Trade and other receivables | 20,322 | 22,302 | | Financial assets at FVTPL | 24,504 | 35,418 | | Bank balances and cash | 15,182 | 14,517 | | Assets classified as held for sale | 65,605 | – | | Total current assets | 125,613 | 72,237 | | Current liabilities | | | | Trade and other payables | 15,666 | 9,739 | | Amount due to ultimate holding company | 10,800 | 7,000 | | Lease liabilities | 3,519 | 5,018 | | Total current liabilities | 29,985 | 21,757 | | Net current assets | 95,628 | 50,480 | | Total assets less current liabilities | 174,263 | 198,192 | | Non-current liabilities | | | | Lease liabilities | 3,460 | 5,117 | | Net assets | 170,803 | 193,075 | | Total equity | 170,803 | 193,075 | - Property, plant and equipment significantly decreased from HK$136,506 thousand to HK$70,416 thousand, primarily due to a vessel being classified as an asset held for sale[4][20] - Assets classified as held for sale in current assets increased by HK$65,605 thousand[5][20] - Net current assets increased from HK$50,480 thousand to HK$95,628 thousand, and the current ratio improved from 332% to 419%[5][41][42] - Total equity attributable to owners of the Company decreased from HK$191,879 thousand to HK$170,141 thousand[6][41] Notes to the Condensed Consolidated Interim Financial Statements This section details the basis of preparation, changes in accounting policies, revenue and expense composition, segment information, impact of discontinued operations, earnings per share calculation, dividend policy, receivables and payables, share capital changes, and related party transactions for the interim financial statements Basis of Preparation The condensed consolidated interim financial statements are prepared in accordance with HKAS 34 and the Listing Rules, should be read with the 2023 annual consolidated financial statements, and involve judgments, estimates, and assumptions consistent with the annual statements - The condensed consolidated interim financial statements have been prepared in accordance with Hong Kong Accounting Standard 34 Interim Financial Reporting issued by the HKICPA and the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[7] - These statements should be read in conjunction with the Company's annual consolidated financial statements for the year ended December 31, 2023[7] - The significant judgments and estimates made in preparing these statements and their impact are consistent with those applied in the Company's consolidated financial statements for the year ended December 31, 2023[7] Adoption of New/Revised HKFRSs The Group adopted several new/revised HKFRSs effective January 1, 2024, but these adoptions had no significant impact on the condensed consolidated interim financial statements - The Group first adopted new/revised HKFRSs effective January 1, 2024, including amendments related to classification of liabilities, non-current liabilities with covenants, classification of term loans by a borrower, supplier finance arrangements, and lease liabilities in a sale and leaseback transaction[8][9] - The adoption of these amendments to HKFRSs had no significant impact on the Group's condensed consolidated interim financial statements[9] Revenue Total revenue from continuing operations significantly decreased from HK$53,723 thousand in H1 2023 to HK$22,869 thousand in H1 2024, primarily due to a sharp decline in telecommunication services revenue Revenue Sources (Continuing Operations) | Revenue Source (Continuing operations) | H1 2024 (HK$ thousand) | H1 2023 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Charter hire income | 20,432 | 24,594 | | Telecommunication services income | 2,437 | 29,129 | | Total Revenue | 22,869 | 53,723 | - Telecommunication services income significantly decreased from HK$29,129 thousand to HK$2,437 thousand, a 91.6% decrease[10] - Charter hire income decreased by 16.9% year-on-year[10] Other Income Other income from continuing operations decreased from HK$1,135 thousand in H1 2023 to HK$363 thousand in H1 2024, mainly due to reduced insurance claims and other subsidy income Other Income Sources (Continuing Operations) | Other Income Source (Continuing operations) | H1 2024 (HK$ thousand) | H1 2023 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Bank interest income | 56 | 15 | | Insurance claims | – | 126 | | Net exchange gain | 61 | – | | Other subsidy income | – | 566 | | Reimbursement from charterer | 74 | 184 | | Miscellaneous income | 172 | 244 | | Total | 363 | 1,135 | - Total other income decreased by 68% year-on-year[11] Segment Information The Group's continuing operations comprise shipping and logistics and telecommunication-related businesses, with discontinued operations in shipping and logistics; in H1 2024, telecommunication-related revenue sharply declined to a loss, continuing shipping and logistics revenue and profit also significantly decreased, while discontinued operations recorded a profit - The Group's operating segments include continuing operations (shipping and logistics, telecommunication-related business) and discontinued operations (shipping and logistics)[12][13] Segment Performance (H1 2024) | Metric (H1 2024) | Telecommunication-related Business (HK$ thousand) | Shipping and Logistics (Continuing Operations) (HK$ thousand) | Shipping and Logistics (Discontinued Operations) (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Segment revenue from external customers | 2,437 | 20,432 | 24,779 | 47,648 | | Segment (loss) profit | (2,277) | (14,221) | 13,686 | (2,812) | | Depreciation of property, plant and equipment | (32) | (1,881) | (2,235) | (4,148) | | Depreciation of right-of-use assets | (457) | (1,040) | – | (1,497) | | Finance costs | (6) | (16) | – | (22) | | Additions to property, plant and equipment | – | (3,802) | – | (3,802) | Segment Performance (H1 2023) | Metric (H1 2023) | Telecommunication-related Business (HK$ thousand) | Shipping and Logistics (Continuing Operations) (HK$ thousand) | Shipping and Logistics (Discontinued Operations) (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Segment revenue from external customers | 29,129 | 24,594 | 24,375 | 78,098 | | Segment profit (loss) | 1,661 | (5,538) | 12,124 | 8,247 | | Depreciation of property, plant and equipment | (18) | (2,191) | (2,291) | (4,500) | | Depreciation of right-of-use assets | (939) | (1,040) | – | (1,979) | | Finance costs | (53) | (65) | – | (118) | - Telecommunication-related business revenue decreased from HK$29,129 thousand to HK$2,437 thousand, with segment profit turning into a loss of HK$2,277 thousand from a profit of HK$1,661 thousand[13][14] - Continuing shipping and logistics business revenue decreased from HK$24,594 thousand to HK$20,432 thousand, and segment loss expanded from HK$5,538 thousand to HK$14,221 thousand[13][14] - Discontinued shipping and logistics business revenue slightly increased, with segment profit rising from HK$12,124 thousand to HK$13,686 thousand[13][14] Segment Assets and Liabilities | Asset/Liability | June 30, 2024 (HK$ thousand) | Dec 31, 2023 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Segment Assets | | | | Continuing operations - Shipping and logistics | 81,232 | 78,644 | | Continuing operations - Telecommunication-related business | 15,066 | 13,236 | | Discontinued operations - Shipping and logistics | 72,029 | 77,040 | | Total Segment Assets | 168,327 | 168,920 | | Unallocated corporate assets | 35,921 | 51,029 | | Total Consolidated Assets | 204,248 | 219,949 | | Segment Liabilities | | | | Continuing operations - Shipping and logistics | 6,100 | 4,173 | | Continuing operations - Telecommunication-related business | 6,508 | 2,343 | | Discontinued operations - Shipping and logistics | 948 | 1,415 | | Total Segment Liabilities | 13,556 | 7,931 | | Other unallocated corporate liabilities | 19,889 | 18,943 | | Total Consolidated Liabilities | 33,445 | 26,874 | - Revenue from telecommunication-related business primarily originated from China, amounting to HK$2,437 thousand in H1 2024, a significant decrease from HK$29,129 thousand in H1 2023[15] Major Customer Revenue | Major Customer Revenue | H1 2024 (HK$ thousand) | H1 2023 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Customer A (Shipping and logistics segment, continuing operations) | 20,432 | 24,594 | | Customer B (Telecommunication-related business) | Not applicable | 10,784 | | Customer C (Telecommunication-related business) | Not applicable | 7,899 | | Customer A (Shipping and logistics segment, discontinued operations) | 24,779 | 24,375 | - In H1 2024, revenue from Customer B and Customer C accounted for less than 10% of the Group's total revenue[16] Finance Costs Finance costs from continuing operations significantly decreased from HK$2,442 thousand in H1 2023 to HK$263 thousand in H1 2024, primarily due to the absence of interest on 2020 convertible bonds Finance Costs Sources (Continuing Operations) | Finance Cost Source (Continuing operations) | H1 2024 (HK$ thousand) | H1 2023 (HK$ thousand) | | :--- | :--- | :--- | | Interest on other borrowings | 30 | 368 | | Interest on 2020 convertible bonds | – | 1,908 | | Interest on lease liabilities | 233 | 166 | | Total | 263 | 2,442 | - Interest on 2020 convertible bonds was zero in H1 2024, compared to HK$1,908 thousand in H1 2023[17] Loss before tax from continuing operations This section lists the main expense items contributing to the loss before tax from continuing operations, including depreciation and employee costs Expense Items (Continuing Operations) | Expense Item (Continuing operations) | H1 2024 (HK$ thousand) | H1 2023 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 2,457 | 2,209 | | Depreciation of right-of-use assets | 2,985 | 2,851 | | Employee costs (including directors' emoluments) | 14,530 | 14,950 | | - Employee benefits expense | 14,129 | 13,946 | | - Contributions to defined contribution retirement plans | 401 | 1,004 | - Depreciation of property, plant and equipment slightly increased year-on-year, while employee costs slightly decreased[18] Income Tax The Group's profit tax rates are 16.5% in Hong Kong and 25% in China, with no income tax provision made due to no estimated taxable profits or tax losses during the reporting period - Hong Kong profits tax rate is 16.5%, and China corporate income tax rate is 25%[19] - No income tax provision was made for the six months ended June 30, 2024 and 2023, as the Group's entities had no estimated taxable profits or incurred tax losses during these periods[19] Discontinued Operations The Group agreed to sell the M/V Clipper Panorama vessel for US$9.5 million (approximately HK$74.1 million), expected to complete in August 2024, with its results classified as discontinued operations and recording a profit during the period - An indirect wholly-owned subsidiary of the Company agreed to sell a vessel (M/V Clipper Panorama) for a cash consideration of US$9,500,000 (approximately HK$74,100,000)[20] - The vessel has been classified as "assets classified as held for sale" under current assets and is expected to be delivered in August 2024[20] - The disposal of the vessel constitutes discontinued operations, and the related results have been restated[21] Discontinued Operations Performance | Metric (Discontinued Operations) | H1 2024 (HK$ thousand) | H1 2023 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 24,779 | 24,375 | | Cost of services | (11,153) | (12,436) | | Other income | 187 | 224 | | Operating costs | (127) | (39) | | Profit before tax | 13,686 | 12,124 | | Tax | – | – | | Profit for the period from discontinued operations | 13,686 | 12,124 | | Net cash inflow from operating activities | 846 | 678 | Earnings (Loss) per Share This section presents basic and diluted (loss) earnings per share for continuing and discontinued operations, showing an expanded loss per share for continuing operations and a slight increase in earnings per share for discontinued operations (Loss) Profit Attributable to Owners of the Company | Metric | H1 2024 (HK$ thousand) | H1 2023 (HK$ thousand) (Restated) | | :--- | :--- | :--- | | (Loss) Profit attributable to owners of the Company – from continuing operations | (35,370) | (11,973) | | (Loss) Profit attributable to owners of the Company – from discontinued operations | 13,686 | 12,124 | (Loss) Earnings Per Share | Metric | H1 2024 (HK cents) | H1 2023 (HK cents) (Restated) | | :--- | :--- | :--- | | (Loss) earnings per share – Continuing operations | (1.77) | (0.64) | | (Loss) earnings per share – Discontinued operations | 0.69 | 0.65 | | (Loss) earnings per share – Total | (1.08) | 0.01 | - For the six months ended June 30, 2024, diluted (loss) earnings per share were consistent with basic (loss) earnings per share, as there were no potential dilutive ordinary shares outstanding during the period[24] Dividends The Company neither paid nor declared dividends for the six months ended June 30, 2024 and 2023, and the Directors do not recommend any dividend payment - The Company neither paid nor declared any dividends for the six months ended June 30, 2024 and 2023[25] - The Directors do not recommend the payment of any dividend for the six months ended June 30, 2024 and 2023[25] Trade and Other Receivables As of June 30, 2024, total trade and other receivables decreased to HK$20,322 thousand from HK$22,302 thousand on December 31, 2023, with all trade receivables aged within 30 to 90 days Trade and Other Receivables Breakdown | Receivables Category | June 30, 2024 (HK$ thousand) (Unaudited) | Dec 31, 2023 (HK$ thousand) (Audited) | | :--- | :--- | :--- | | Trade receivables | 1,276 | 2,921 | | - Receivables for charter hire income | 12 | – | | - Receivables for service income | 1,264 | 2,921 | | Other receivables | 19,046 | 19,381 | | - Other accounts receivable | 6,700 | 6,928 | | - Deposits | 7,180 | 1,719 | | - Deposits for vessel operations | 4,111 | 12,529 | | - Prepayments | 1,055 | 1,207 | | Total | 20,322 | 22,302 | - All trade receivables are aged within 30 to 90 days based on invoice date[27] - Deposits for vessel operations significantly decreased from HK$12,529 thousand to HK$4,111 thousand[26] Trade and Other Payables As of June 30, 2024, total trade and other payables increased to HK$15,666 thousand from HK$9,739 thousand on December 31, 2023, with trade payables generally having credit terms within 90 days and aged within 30 days Trade and Other Payables Breakdown | Payables Category | June 30, 2024 (HK$ thousand) (Unaudited) | Dec 31, 2023 (HK$ thousand) (Audited) | | :--- | :--- | :--- | | Trade payables | 5,884 | 2,409 | | Other payables | 9,782 | 7,330 | | - Accrued expenses and other payables | 7,441 | 3,774 | | - Receipts in advance | 2,341 | 1,624 | | - Other borrowings from a regulated securities broker | – | 1,932 | | Total | 15,666 | 9,739 | - Trade payables increased from HK$2,409 thousand to HK$5,884 thousand[30] - Other borrowings from a regulated securities broker became zero, compared to HK$1,932 thousand on December 31, 2023, which was secured by Hong Kong listed securities with a fair value of HK$35,418 thousand[30][31] Amount due to ultimate holding company As of June 30, 2024, the amount due to ultimate holding company Dongyang increased to HK$10,800 thousand from HK$7,000 thousand on December 31, 2023, being unsecured, interest-free, and repayable within one year - The amount due to the ultimate holding company is HK$10,800 thousand (December 31, 2023: HK$7,000 thousand)[35] - This amount is unsecured, interest-free, and repayable within one year[32] Share Capital As of June 30, 2024, the Company's total issued and fully paid share capital was HK$1,981,158 thousand, comprising 1,994,975,244 shares, consistent with December 31, 2023 Share Capital Movement | Share Capital Movement | June 30, 2024 (Number of Shares) | June 30, 2024 (HK$ thousand) | Dec 31, 2023 (Number of Shares) | Dec 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | At beginning/end of period | 1,994,975,244 | 1,981,158 | 1,694,975,244 | 1,906,379 | | Conversion of 2020 convertible bonds | – | – | 300,000,000 | 74,779 | | At end of period/year | 1,994,975,244 | 1,981,158 | 1,994,975,244 | 1,981,158 | - In 2023, 300,000,000 shares were issued due to the conversion of 2020 convertible bonds[33] Related Party Transactions and Balances This section discloses significant related party transactions, including key management personnel remuneration, consulting fees, convertible bond interest, and amounts due to the ultimate holding company, all exempt under Listing Rules Key Management Personnel Remuneration (Directors) | Key Management Personnel Remuneration (Directors) | H1 2024 (HK$ thousand) | H1 2023 (HK$ thousand) | | :--- | :--- | :--- | | Salaries and other benefits | 2,847 | 2,490 | | Contributions to defined contribution retirement plans | 18 | 18 | | Total | 2,865 | 2,508 | - Consulting fees payable to Grand Ascent Financial Public Relations Limited (beneficially owned by Mr. Ng Kin, a director of certain subsidiaries of the Company) amounted to HK$300,000 (H1 2023: HK$360,000)[35] - Imputed interest expense related to the 2020 convertible bonds was zero (H1 2023: HK$1,908,000), received by the ultimate holding company Dongyang[35] - The amount due to Dongyang (the Company's ultimate holding company) was HK$10,800,000 (December 31, 2023: HK$7,000,000)[35] - The disclosed related party transactions constitute connected transactions exempt from reporting, announcement, and independent shareholders' approval requirements under the Listing Rules[35] Management Discussion and Analysis This section reviews the Group's performance in shipping and logistics and telecommunication-related businesses, discusses future market challenges and opportunities, and details financial position, liquidity, significant investments, and employee information Business Review The Group primarily operates in shipping and logistics and China's telecommunication-related businesses; continuing shipping and logistics revenue and gross profit declined due to dry-docking and increased maintenance, while telecommunication-related revenue and gross profit sharply fell due to weak domestic consumption and client cost controls; discontinued operations involve a vessel sale - The Group primarily engages in shipping and logistics business and telecommunication-related business in China[36] - Revenue from continuing shipping and logistics business was approximately HK$20,432,000, a year-on-year decrease of approximately 17%; gross profit was approximately HK$2,488,000, a year-on-year decrease of approximately 76%, mainly due to loss of charter hire income during dry-docking and increased maintenance[36] - Telecommunication-related business revenue was approximately HK$2,437,000, a year-on-year decrease of approximately 92%; gross loss was approximately HK$52,000 (compared to a gross profit of approximately HK$6,054,000 in the same period last year), primarily affected by weak domestic consumption and client cost controls, especially for 5G communication network solutions[37] - Discontinued operations involve the sale of a vessel for a consideration of US$9,500,000 (approximately HK$74,100,000), expected to be completed in August 2024[38] Outlook The Group expects shipping and logistics to contribute positively post-vessel sale, despite global economic slowdown and geopolitical risks in the shipping industry; telecommunication-related business faces severe challenges amid China's slow economic recovery, prompting cautious business development and new client exploration - Following the completion of the vessel sale, the Group will operate one dry bulk vessel and has entered into a new charter contract with the charterer at a significantly lower rate than before; the Group has taken measures to reduce operating costs, and the shipping and logistics business is expected to continue to generate positive contributions in the coming year[38] - The shipping industry faces challenges such as potentially weaker-than-expected global economic growth and geopolitical developments (Red Sea crisis and Ukraine war); the Company will closely monitor market conditions and seek acquisition opportunities[38] - China's economic recovery continues to slow, with decreasing exports, weak investment, sluggish domestic consumption recovery, and an intensifying real estate crisis, leading to an expected challenging overall business environment in China in 2024, posing further obstacles for the telecommunication business[39] - The Company will cautiously advance the development of its telecommunication business and actively explore new customer segments; the Directors will continue to seek suitable investment opportunities to generate synergistic benefits and positive contributions[39][40] Financial Review The Group's continuing operations revenue decreased by approximately 57% year-on-year, with loss increasing by approximately 198% year-on-year, mainly due to charter hire income loss, weak telecom market, financial asset disposal losses, and fair value changes, leading to an expanded loss per share - Unaudited revenue from continuing operations was approximately HK$22,869,000, a decrease of approximately 57% compared to the same period in 2023[41] - Loss from continuing operations was approximately HK$35,898,000, an increase of approximately 198% compared to the same period in 2023[41] - The increase in loss was primarily due to decreased revenue, loss on disposal of financial assets at fair value through profit or loss, and fair value changes of financial assets at fair value through profit or loss[41] - Basic and diluted loss per share from continuing operations was 1.77 HK cents (2023: 0.64 HK cents), and basic and diluted earnings per share from discontinued operations was 0.69 HK cents (2023: 0.65 HK cents)[41] Financial Resources, Liquidity and Gearing Ratio As of June 30, 2024, the Group's cash and bank balances increased, net current assets and current ratio significantly improved, but the gearing ratio rose Financial Metrics | Metric | June 30, 2024 (HK$ thousand) | Dec 31, 2023 (HK$ thousand) | | :--- | :--- | :--- | | Cash and bank balances | 15,182 | 14,517 | | Other borrowings from a regulated securities broker | – | 1,932 | | Total equity attributable to owners of the Company | 170,141 | 191,879 | | Net current assets | 95,628 | 50,480 | | Current ratio | 419% | 332% | | Gearing ratio | 20% | 14% | - The current ratio significantly improved from 332% to 419%, indicating a notable improvement in liquidity[42] - The gearing ratio increased from 14% to 20%[42] Share Capital As of June 30, 2024, the total number of issued shares of the Company was 1,994,975,244 - As of June 30, 2024, the total number of issued shares was 1,994,975,244[42] Significant Investments Held, Material Acquisitions and Disposals of Subsidiaries and Future Plans for Material Investments or Capital Assets The Group holds a listed equity investment portfolio of approximately HK$24,504 thousand, representing about 12% of total assets, and has agreed to sell a vessel; no other significant investments, acquisitions, disposals, or authorized future investment plans were made during the period - As of June 30, 2024, financial assets at fair value through profit or loss included a portfolio of listed equity investments with a fair value of approximately HK$24,504,000, representing approximately 12% of the Group's total assets[42] - The Group has agreed to sell a vessel for a consideration of US$9,500,000 (approximately HK$74,100,000)[43] - Other than the above disclosures, no other significant investments were held, nor were there any material acquisitions or disposals of subsidiaries during the review period, and the Board had no authorized plans for any material investments or additions to capital assets[43] Pledge of Assets and Contingent Liabilities As of June 30, 2024, the Group had no pledged assets or contingent liabilities, differing from the asset pledge situation on December 31, 2023 - As of June 30, 2024, the Group had no pledged assets[44] - As of December 31, 2023, financial assets at fair value through profit or loss of HK$35,418,000 were pledged as collateral for margin financing of HK$1,932,000[44] - As of June 30, 2024, the Group had no contingent liabilities[44] Capital Commitments As of June 30, 2024, the Group had no capital commitments - As of June 30, 2024, the Group had no capital commitments[45] Foreign Exchange Fluctuation Risk The Group's assets, liabilities, and transactions are primarily denominated in functional currencies, resulting in very low foreign exchange fluctuation risk, with no hedging instruments employed - The Group's assets, liabilities, and transactions are primarily denominated in the functional currency of the business operations involved, thus not exposed to significant risks arising from foreign exchange rate fluctuations[46] - The Directors believe that the Group's foreign exchange risk is very low, and therefore no hedging instruments or other hedging methods have been adopted[46] Employees As of June 30, 2024, the Group's full-time employees decreased to 17, with employee costs around HK$14,530,000; remuneration is based on duties, experience, and market practice, with a share option scheme (no outstanding options) and retirement benefit plans in place - As of June 30, 2024, the Group had 17 full-time employees in Hong Kong and China (December 31, 2023: 40 employees)[47] - The Group's employee costs (including directors' emoluments) for the review period were approximately HK$14,530,000 (June 30, 2023: approximately HK$14,950,000)[47] - The Group determines employee remuneration based on duties, work experience, and prevailing market practices, and has a share option scheme, but there were no outstanding share options as of June 30, 2024[47] Corporate Governance The Company is committed to high corporate governance standards, complying with the Corporate Governance Code, except for the CEO position vacant since March 2009; Directors confirm adherence to the Model Code for Securities Transactions by Directors of Listed Issuers and maintain sufficient public float Compliance with Corporate Governance Code The Company consistently complies with the Corporate Governance Code, except for the CEO position vacant since March 2009, with duties performed by other executive directors; the Board will review and appoint a suitable candidate in due course - The Company has consistently complied with the Corporate Governance Code, except for the situation described in Code Provision C.2.1[48] - The position of Chief Executive Officer of the Company has been vacant since March 2009, with its duties performed by other executive directors of the Company, which has had no material impact on the Group's operations[48] - The Board will review its current structure from time to time and appoint a Chief Executive Officer to fill the vacancy when appropriate[48] Compliance with Model Code for Securities Transactions by Directors of Listed Issuers Following inquiries with all Directors, they confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers throughout the review period - The Company has adopted the Model Code as its code of conduct for Directors' dealings in the Company's securities[49] - Following specific inquiries with all Directors, all Directors confirmed their compliance with the Model Code throughout the review period[49] Sufficiency of Public Float Based on available public information and Directors' knowledge, the Company maintained a sufficient public float for the six months ended June 30, 2024, and up to the announcement date - For the six months ended June 30, 2024, and up to the date of this announcement, the Company maintained a sufficient public float[50] Other Information This section includes the review of interim results, trading of the Company's listed securities, publication information for the interim report, a glossary, and the list of Board members Review of Interim Results The Group's unaudited condensed consolidated interim results for the six months ended June 30, 2024, have been reviewed by the Audit Committee, with no disagreements noted regarding the accounting treatments used in preparing the condensed consolidated interim financial statements - The Group's unaudited condensed consolidated interim results for the six months ended June 30, 2024, have been reviewed by the Audit Committee[51] - The Audit Committee expressed no disagreement with the accounting treatments adopted in the preparation of the condensed consolidated interim financial statements[51] Purchase, Sale or Redemption of the Company's Listed Securities During the review period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the review period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[52] Publication of Interim Results and Interim Report This announcement is published on the HKEXnews website and the Company's website; the interim report for the six months ended June 30, 2024, will be dispatched to shareholders and uploaded to the aforementioned websites in due course - This announcement is published on the HKEXnews website (http://www.hkexnews.hk) and the Company's website (https://www.aelg.com.hk)[53](index=53&type=chunk) - The Company's interim report for the six months ended June 30, 2024, will be dispatched to the Company's shareholders and uploaded to the aforementioned websites for inspection in due course[53] Glossary This section provides definitions of key terms used in the report to aid reader comprehension Board Information This section lists the Board of Directors members as of the announcement date, including executive, non-executive, and independent non-executive directors - As of the date of this announcement, the executive directors of the Company are Mr. Peng Yue (Chairman) and Mr. Sun Peng; the non-executive director is Ms. Liu Siyuan; and the independent non-executive directors are Mr. Wu Guanyun, Mr. Wong Cheuk Pun, and Mr. Han Mingsheng[55]