Financial Performance - The Group recorded a substantial loss of HK$88,822,000 for the year, compared to a profit of HK$51,898,000 in the previous year[7]. - Total revenue increased by 13% to HK$16,529,000, up from HK$14,572,000 in 2017[7]. - Revenue from rental income grew by 6% year-over-year to HK$10,747,000, compared to HK$10,126,000 in 2017[7]. - Revenue from horticultural services recorded a 19% increase to HK$4,894,000, up from HK$4,122,000 in 2017[7]. - Operating and administrative expenses decreased by 17% to HK$56,267,000, down from HK$67,973,000 in the prior year[7]. - Total equity decreased by 31% to HK$196,856,000, compared to HK$284,266,000 in 2017[7]. - The net asset value per share as of December 31, 2018, was HK$0.07, down from HK$0.10 in 2017[7]. - The Group recorded net current liabilities of HK$196,641,000 for the year ended 31 December 2018, an increase from HK$144,586,000 in 2017[17]. - The Group had net operating cash outflows of HK$38,761,000 during the year[17]. Financing and Debt - The Group's outstanding bank loans remained at HK$200,000,000 as of December 31, 2018[13]. - The Group is actively seeking sources of financing to improve its financial situation[17]. - The bank has not yet notified the Company of the results of its credit review regarding the existing banking facility[16]. - As of December 31, 2018, HK Guoxin Investment Group Limited is indebted to the petitioner for a debt of HK$170,000,000, leading to a winding-up petition against it[81]. - The loan facility of HK$200,000,000 was accepted on August 12, 2016, and renewed in August 2018[112]. - Mr. Li Feng Mao, the ultimate controlling shareholder, is required to hold over 50% of the controlling shares during the loan facility period[113]. Corporate Governance - The Company complied with all applicable provisions of the Corporate Governance Code during the year ended December 31, 2018, except for the absence of the Chairman at the general meeting[130]. - The Board of Directors consists of three executive directors and three independent non-executive directors, ensuring compliance with the Listing Rules[146]. - The Company has established guidelines for material transactions requiring Board approval, including mergers and acquisitions[143]. - The Company has arranged liability insurance for its directors, which is reviewed annually[145]. - The Company will periodically review and improve its corporate governance practices in line with the latest developments[132]. - The Audit Committee met three times during the year ended December 31, 2018, with the presence of external auditors to review interim and annual results[160]. - The consolidated financial statements for the year ended December 31, 2018, were reviewed by the Audit Committee, with a recommendation to the Board for approval[164]. - The Company has established a Nomination Committee to ensure fairness and transparency in the nomination process for directors[172]. - The Company recognizes the benefits of a diverse Board, considering various perspectives such as gender, age, and professional experience in candidate selection[179]. Shareholder Information - For the year ended December 31, 2018, sales to the Group's five largest customers accounted for 32% of total sales, down from 38% in 2017, with the largest customer contributing 23% of total sales, up from 13% in 2017[64]. - Purchases from the Group's five largest suppliers represented 79% of total purchases for the year, an increase from 77% in 2017, with the largest supplier accounting for 41% of total purchases, up from 23% in 2017[64]. - As of December 31, 2018, the Company's distributable reserves were Nil, unchanged from 2017[63]. - The directors do not recommend the payment of any dividend for the year ended December 31, 2018[51]. - Shareholders holding not less than one-tenth of the issued share capital can requisition a special general meeting, with the Board required to arrange the meeting within two months of receiving the request[193]. - If the Board fails to convene the special general meeting within 21 days of the requisition, the shareholder may proceed to do so under Bermuda Companies Act Section 74(3)[194]. - The company provides timely updates and corporate information through its website, ensuring shareholders have access to interim and annual reports, announcements, and circulars[200]. Auditor and Financial Reporting - The auditor received approximately HK$830,000 for audit and audit-related services, an increase from HK$705,000 in 2017[188]. - The auditor's remuneration for non-audit services was HK$60,000, consistent with the previous year[188]. - The Company Secretary completed no less than 15 hours of relevant professional training during the year ended December 31, 2018, as required by the Listing Rules[189]. - The directors acknowledged their responsibility for preparing the financial statements, ensuring they present a true and fair view of the Company's state of affairs[185]. - The consolidated financial statements for the year ended December 31, 2018, were audited by ZHONGHUI[124]. - The Company appointed Zhonghui Anda CPA Limited as its new auditor effective from January 30, 2019, after the resignation of Zhongrui Yuehua CPA Limited due to a disagreement on audit fees[126]. Employee and Operational Information - As of 31 December 2018, the Group had a total of 36 employees, down from 41 in 2017[18]. - The Company emphasizes sustainable business practices and has made progress in environmental policies and resource efficiency[38]. - The Group maintains good relationships with employees, customers, and suppliers to enhance productivity and service quality[41]. - The Company encourages directors to participate in continuous professional development to enhance their knowledge and skills[151].
中亚烯谷集团(00063) - 2018 - 年度财报