勇利投资(01145) - 2019 - 年度财报

Chairman's Report Performance and Outlook In FY2019, despite US-China trade tensions, the Group achieved profitability, with total revenue growing 21% year-on-year, primarily driven by shipping business growth and the newly acquired MV Polyworld; however, profit attributable to owners decreased due to vessel impairment losses, and looking ahead, the global COVID-19 outbreak presents challenges to the shipping industry, prompting the Group to manage its business with prudence and continue seeking investment opportunities to expand its fleet | Metric | 2019 (USD) | 2018 (USD) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 14,708,000 | 12,191,000 | +21% | | Profit attributable to owners | 180,000 | 1,251,000 | -85.6% | | Total comprehensive income | 758,000 | (103,000) | Turnaround to profit | | Basic earnings per share | 0.03 US cents | 0.25 US cents | -88% | - The decrease in profit was primarily due to a net vessel impairment loss of $0.247 million USD recorded this year, compared to a reversal of vessel impairment loss of $4.257 million USD in the prior year[14] - The Group completed the acquisition of MV Polyworld, a Supramax dry bulk vessel with a carrying capacity of approximately 57,000 DWT, in February 2019, increasing its total owned vessel carrying capacity to approximately 171,000 DWT, aligning with the Group's strategy to expand its shipping business scale[13] - Looking ahead, while US-China trade tensions have eased, the global COVID-19 outbreak will hinder international trade volumes, adversely affecting the Group's operations; the Group will continue to cautiously seek investment opportunities and plans to acquire another dry bulk vessel[15] Management Discussion and Analysis Business Review In FY2019, the Group's core businesses included shipping, property holding and investment, investment holding, and commodity trading, with total revenue increasing 21% to $14.708 million USD, though profit attributable to owners decreased to $0.18 million USD; shipping business was the primary growth driver, while investment holding turned profitable, and contributions from property investment and commodity trading declined Shipping The shipping business achieved significant progress in FY2019, with revenue increasing 72% to $10.111 million USD and profit growing 121% to $2.081 million USD, driven by the commencement of charter-in/out activities, the acquisition of MV Polyworld, and improved charter rates for owned vessels; despite extreme volatility in the Baltic Dry Index and new uncertainties from the COVID-19 pandemic, the Group remains cautiously optimistic about the business's medium to long-term prospects | Metric | 2019 (USD) | 2018 (USD) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 10,111,000 | 5,886,000 | +72% | | Profit | 2,081,000 | 942,000 | +121% | - Performance growth was attributed to: (i) the commencement of charter-in/out business; (ii) the completion of MV Polyworld acquisition in February 2019; and (iii) higher charter rates for owned vessels[20] - Due to unfavorable market conditions, the Group has temporarily suspended its charter-in/out business and plans to resume it when the market improves[20] - The Baltic Dry Index experienced extreme volatility during the year, ranging from below 600 points to above 2,500 points, increasing market uncertainty[21] Property Holding and Investment The property holding and investment business recorded a profit of $0.03 million USD and contributed revenue of $0.063 million USD, with the revenue decrease primarily due to an office unit in Shun Tak Centre, Hong Kong, being vacant for several months following the early termination of an old lease; the investment property recognized a revaluation gain of $0.038 million USD at year-end | Metric | 2019 (USD) | 2018 (USD) | | :--- | :--- | :--- | | Profit | 30,000 | 1,739,000 | | Revenue | 63,000 | 273,000 | | Revaluation gain | 38,000 | 1,432,000 | Investment Holding The investment holding business turned profitable in FY2019, recording a profit of $0.383 million USD on revenue of $0.827 million USD, primarily from corporate bond interest and listed equity dividends; the business profit was mainly contributed by $0.692 million USD in bond interest income, partially offset by $0.456 million USD in unrealized losses on listed equity securities, while debt instruments measured at fair value through other comprehensive income saw a net increase of $0.576 million USD due to general interest rate reductions | Metric | 2019 (USD) | 2018 (USD) | | :--- | :--- | :--- | | Revenue | 827,000 | 784,000 | | Profit/(Loss) | 383,000 | (3,809,000) | - Business revenue included $0.692 million USD in corporate bond interest income and $0.135 million USD in equity securities dividend income[26] - Business profit was impacted by $0.456 million USD in unrealized losses on listed equity securities (compared to $3.87 million USD in the prior year)[26] - The fair value of the Group's debt instruments (primarily real estate company bonds) increased by a net of $0.576 million USD, mainly due to general interest rate reductions[27][37] Commodity Trading The commodity trading business, primarily involving infant and personal care products and electronic components, experienced a 29% decline in revenue to $3.707 million USD and a 28% decrease in operating profit to $0.051 million USD in FY2019, with the performance decline partly attributed to a general slowdown in the electronics industry caused by US-China trade disputes | Metric | 2019 (USD) | 2018 (USD) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 3,707,000 | 5,248,000 | -29% | | Operating profit | 51,000 | 71,000 | -28% | Financial Review As of end-2019, the Group's financial position was robust, with owners' equity growing 2% to $43.842 million USD; to support business expansion, particularly the acquisition of MV Polyworld, the Group secured new loans of $12.908 million USD, increasing total borrowings to $19.143 million USD and the gearing ratio from 33% to 44%; despite a current ratio of 0.83, the adjusted current ratio was 1.38 when excluding a demand loan, and management believes the Group possesses sufficient financial resources for ongoing operations | Metric | December 31, 2019 (USD) | December 31, 2018 (USD) | | :--- | :--- | :--- | | Current assets | 5,941,000 | 10,914,000 | | Current liabilities | 7,139,000 | 10,956,000 | | Current ratio | 0.83 | 1.00 | | Owners' equity | 43,842,000 | 43,084,000 | | Total borrowings | 19,143,000 | 14,417,000 | | Gearing ratio | 44% | 33% | - New loans of $12.908 million USD were obtained during the year, primarily for the acquisition of MV Polyworld and working capital; simultaneously, $8.182 million USD in loans were repaid[45] - Finance costs increased 44% year-on-year to $1.171 million USD, mainly due to new loans for MV Polyworld and rising floating interest rates[49] - At year-end, the Group pledged three vessels, an investment property, and certain debt instruments, with a total book value of approximately $52.1 million USD, to banks and financial institutions to secure loan facilities[54] Risk Factors The Group faces multiple significant risks, including economic risks where the shipping business is affected by Baltic Dry Index volatility, property investment by the Hong Kong real estate market, and investment holding by global economic conditions; market risks stem from intense competition across all business segments; additionally, the Group must manage financial risks (interest rate, credit), environmental risks (e.g., shipping accidents), customer concentration risk, and supply chain disruption risks - Economic risks: The shipping business is affected by the volatility of the Baltic Dry Index; the property investment business is influenced by the performance of the Hong Kong real estate market; and the investment holding business is impacted by global macroeconomic and financial market conditions[60][61] - Market risks: The dry bulk shipping, property leasing, and commodity trading markets are highly competitive, which could exert pressure on revenue and profitability[61] - Other major risks include: financial risks (foreign currency, interest rate, securities price, credit, and liquidity), environmental risks (oil spills, collisions, etc.), customer concentration risk, and supply chain risk[63] Directors' and Senior Management's Biographies Directors' and Senior Management's Background This section provides detailed background information on the company's directors and senior management, including non-executive directors, executive directors, independent non-executive directors, and the Chief Executive Officer, covering their age, educational qualifications, professional credentials, industry experience, and positions held in other listed companies - Mr. Su Ka Lok, Non-executive Director and Chairman, possesses extensive experience in corporate management, finance, and accounting, and serves as a director in several Hong Kong listed companies[69] - Ms. Wang Yu, Executive Director and Company Secretary, holds master's degrees in business administration and corporate governance, with experience in the logistics industry and corporate administration[70] - Independent Non-executive Directors Mr. Chow Kai King, Mr. Bau Siu Ming, and Mr. Cho Hoi Ho possess rich experience in real estate investment, banking and finance, and auditing and corporate finance, respectively[73][74][75] - Mr. Yuen Tsz Lap, Chief Executive Officer and Financial Controller, holds a Master of Business Administration degree and has extensive finance and accounting experience in the United States and Hong Kong[76] Directors' Report Business and Financial Status This report outlines the Group's status for the financial year ended December 31, 2019, where the company's principal business is investment holding, and the Board resolved not to declare a final dividend; changes in property, plant and equipment and investment properties are detailed in the financial statements notes, and as of year-end, the company had accumulated losses with no distributable reserves - The Company is an investment holding company, with its subsidiaries engaged in shipping, property investment, investment holding, and commodity trading[79] - The Board resolved not to declare a final dividend for the year ended December 31, 2019[79] - As of December 31, 2019, the Company had accumulated losses of $33.802 million USD, with no reserves available for distribution[83] Major Suppliers and Customers In FY2019, the Group experienced high customer and supplier concentration, with the top five customers accounting for 79.1% of total sales and the largest customer for 20.6%, while the top five suppliers accounted for 64.0% of total purchases and the largest supplier for 25.1%; company directors, their associates, or major shareholders held no material interests in these key customers or suppliers | Concentration Metric | 2019 | 2018 | | :--- | :--- | :--- | | Top 5 customers % of total sales | 79.1% | 61.0% | | Largest customer % of total sales | 20.6% | 15.4% | | Top 5 suppliers % of total purchases | 64.0% | 86.1% | | Largest supplier % of total purchases | 25.1% | 28.5% | Directors and Interests During the reporting period, the Board experienced personnel changes, including the resignation of two executive directors, the passing of one independent non-executive director, and the appointment of a new independent non-executive director; as of year-end, directors and the chief executive held no share interests in the company or its associated corporations, while major shareholder Mr. Sun Cho Hung held 28.79% of the company's shares through his controlled corporations - Board changes during the year included: Executive Directors Mr. Cheung Leung and Ms. Wan Jia resigned, Independent Non-executive Director Mr. To Yan Ming passed away, and Mr. Cho Hoi Ho was appointed as a new Independent Non-executive Director[84] - As of December 31, 2019, directors and the chief executive had no disclosable interests or short positions in the shares, underlying shares, and debentures of the Company or its associated corporations[92] - Major shareholder Mr. Sun Cho Hung, through his wholly-owned Brilliant Epic Asia Limited and its subsidiary Prosperous Link Development Limited, beneficially held 157,995,066 shares, representing 28.79% of the issued share capital[98] Corporate Governance Report Governance Structure and Compliance As of end-2019, the company largely complied with the Corporate Governance Code, with one deviation regarding the disclosure of reasons for an independent non-executive director holding too many listed company directorships; the Board, composed of five directors, maintains a balanced structure and has adopted a standard code for directors' securities transactions, with the roles of Chairman and Chief Executive Officer separated and held by Mr. Su Ka Lok and Mr. Yuen Tsz Lap respectively, ensuring checks and balances - The Company complied with all applicable Code Provisions of the Corporate Governance Code, except for Code Provision A.5.5(2), which requires detailed explanation in the circular why Mr. To Yan Ming, holding directorships in over seven listed companies, was still considered to devote sufficient time[110][111] - The Board comprises five directors: one non-executive director (Chairman), one executive director, and three independent non-executive directors, meeting Listing Rules requirements for board composition and independence[116] - The roles of Chairman (Mr. Su Ka Lok) and Chief Executive Officer (Mr. Yuen Tsz Lap) are separate, in line with Corporate Governance Code recommendations[120][121] Board Committees The company established three core committees—Remuneration, Nomination, and Audit—all predominantly or entirely composed of independent non-executive directors who also serve as chairs; the Remuneration Committee is responsible for setting compensation policies, the Nomination Committee for director nominations and board diversity review, and the Audit Committee for overseeing financial reporting, risk management, and internal controls, with all committees holding meetings during the year to fulfill their duties - The Remuneration Committee comprises three independent non-executive directors, responsible for setting remuneration policies and reviewing directors' remuneration[125] - The Nomination Committee comprises three independent non-executive directors and one non-executive director, responsible for director nominations, and has adopted and reviewed the Board Diversity Policy[126][131] - The Audit Committee comprises three independent non-executive directors, responsible for reviewing financial statements, discussing risk management and internal controls, and communicating with auditors[135] - During the year, the Audit Committee reviewed annual and interim financial statements, discussed accounting policies, and assessed the effectiveness of risk management and internal control systems[139] Risk Management and Internal Control The Board holds ultimate responsibility for the Group's risk management and internal control systems; despite not establishing an internal audit function, the Group engaged an independent outsourced internal auditor to assist with annual reviews covering financial, operational, and compliance controls; the 2019 review found no significant internal control or risk management weaknesses, and the Board considers the existing systems adequate and effective - The Board is ultimately responsible for risk management and internal control systems, reviewing their adequacy and effectiveness annually[144] - The Group did not establish an internal audit function for cost-effectiveness but engaged an independent outsourced internal auditor (Roma Risk Advisory Limited) to assist with annual reviews[144] - The 2019 review covered significant controls at corporate and operational levels, and the Board and Audit Committee believe the Group maintained adequate and effective risk management and internal control systems[145][146] Environmental, Social and Governance Report A. Environmental In environmental aspects, the Group is committed to sustainable development and complies with relevant environmental regulations; during the reporting period, greenhouse gas emissions primarily originated from purchased electricity, business travel, and office paper, and the Group manages emissions and resource use through energy conservation, reduced business travel, and environmentally friendly office practices; due to the nature of its business, the Group has no significant gas emissions, hazardous waste, or water usage issues | Greenhouse Gas Emissions (tCO2e) | FY2019 | | :--- | :--- | | Scope 1 (Direct) | – | | Scope 2 (Indirect - Electricity) | 8.72 | | Scope 3 (Other Indirect) | 3.47 | | Total | 12.19 | | Total Intensity (tCO2e/employee) | 0.94 | | Resource Consumption | FY2019 | | :--- | :--- | | Non-hazardous waste (office paper) | 0.306 tonnes | | Total energy consumption (electricity) | 10,901.00 kWh | - The Group actively promotes waste management and energy saving through measures such as double-sided printing, paper recycling, purchasing energy-efficient equipment, and turning off unnecessary lighting and electrical appliances[194][198] B. Social In terms of social responsibility, the Group values human resources, striving to provide an equal opportunity, diverse, and anti-discriminatory work environment, while offering necessary training and development opportunities to employees; the Group strictly adheres to labor standards, prohibiting child and forced labor, and in its operations, prioritizes occupational health and safety, establishing comprehensive safety management systems, especially in the shipping business; furthermore, the Group has implemented supply chain management, product quality assurance, customer privacy protection, and anti-corruption mechanisms to ensure compliance and ethical operations - Employment: The Group is committed to providing equal opportunities, with compensation and promotion based on skills and performance; as of year-end, the Group's headquarters had 13 employees[211][226] - Health and Safety: The Group has established comprehensive health and safety policies for both office and shipping operations; the shipping business has robust safety management systems and emergency plans, with no related accidents reported during the year[230][231] - Labor Standards: Strictly prohibits the recruitment of child labor and forced labor, verifying candidates' personal information during the recruitment process[235] - Supply Chain Management: Suppliers are selected based on technology, price, delivery time, and reputation, and undergo annual performance evaluations[236] - Anti-corruption: The Group maintains a zero-tolerance policy towards corruption, has formulated a Code of Conduct, and established a whistleblowing system[247][248] Independent Auditor's Report Audit Opinion and Key Audit Matters Deloitte Touche Tohmatsu issued an unmodified opinion on the Group's consolidated financial statements for the year ended December 31, 2019, affirming that the statements present a true and fair view of the Group's financial position and performance; key audit matters included the assessment of "Net impairment loss on vessels" and "Valuation of investment properties," both involving significant management judgment and estimation - Audit Opinion: The auditor believes the consolidated financial statements truly and fairly reflect the Group's financial position and performance in accordance with International Financial Reporting Standards and comply with the disclosure requirements of the Hong Kong Companies Ordinance[254] - Key Audit Matter One: Net impairment loss on vessels; due to the significant balance and the substantial management judgment involved in its assessment, the auditor evaluated management's methodology, the relevance of key input data, and the reasonableness of estimates[259][260] - Key Audit Matter Two: Valuation of investment properties; given the materiality of the balance to the overall financial statements and the significant judgment required for fair value determination, the auditor assessed the valuer's competence, the appropriateness of valuation methods, and the reasonableness of key assumptions used[263] Consolidated Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income In FY2019, the Group's total revenue was $14.708 million USD, a 21% year-on-year increase; however, profit before tax significantly decreased to $0.18 million USD due to a recorded vessel impairment loss, with profit attributable to owners also at $0.18 million USD; after accounting for factors like fair value changes of debt instruments, total comprehensive income for the year was $0.758 million USD, a notable improvement from the prior year's total comprehensive expense of $0.103 million USD | Item (USD '000) | 2019 | 2018 | | :--- | :--- | :--- | | Total revenue | 14,708 | 12,191 | | Profit before tax | 180 | 1,252 | | Profit for the year attributable to owners | 180 | 1,251 | | Total comprehensive income (expense) for the year attributable to owners | 758 | (103) | Consolidated Statement of Financial Position As of December 31, 2019, the Group's total assets were $64.77 million USD, a 9.6% increase from the previous year-end, primarily due to an increase in property, plant and equipment (vessels); total liabilities rose to $20.928 million USD, mainly driven by increased borrowings, while total equity slightly increased to $43.842 million USD; notably, the Group was in a net current liability position at year-end, with current liabilities exceeding current assets | Item (USD '000) | December 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Non-current assets | 58,829 | 48,204 | | Current assets | 5,941 | 10,914 | | Total assets | 64,770 | 59,118 | | Current liabilities | 7,139 | 10,956 | | Non-current liabilities | 13,789 | 5,078 | | Total liabilities | 20,928 | 16,034 | | Total equity | 43,842 | 43,084 | Consolidated Statement of Cash Flows In FY2019, the Group generated net cash of $3.844 million USD from operating activities, a significant improvement from the prior year; net cash used in investing activities amounted to $10.985 million USD, primarily for the acquisition of property, plant and equipment (vessels); financing activities generated net cash of $4.726 million USD, mainly from new borrowings; the combined effect resulted in a decrease in cash and cash equivalents to $1.951 million USD at year-end | Item (USD '000) | 2019 | 2018 | | :--- | :--- | :--- | | Net cash generated from operating activities | 3,844 | 285 | | Net cash used in investing activities | (10,985) | (1,484) | | Net cash generated from financing activities | 4,726 | 2,739 | | Net (decrease) increase in cash and cash equivalents | (2,415) | 1,540 | | Cash and cash equivalents at end of year | 1,951 | 4,284 | Notes to the Consolidated Financial Statements (Selected) The financial statement notes provide detailed explanations, including that despite the Group's net current liability position at year-end, directors believe there is sufficient working capital for ongoing operations; revenue is disaggregated by business type, with shipping and commodity trading as primary sources; segment information indicates shipping as the largest asset and profit contributor; vessel assets recorded a net impairment loss; total borrowings significantly increased with corresponding asset pledges; and the financial instruments section elaborates on the Group's market, credit, and liquidity risks and their management strategies - Note 2: Despite the Group having a net current liability of $1.198 million USD at year-end, the directors believe the Group can repay maturing liabilities with working capital and proceeds from the sale of financial assets, thus the financial statements are prepared on a going concern basis[302] - Note 7: Segment results show that the shipping business contributed $2.081 million USD in operating profit, making it the Group's primary source of profit; the investment holding business turned profitable, contributing $0.383 million USD in profit[433] - Note 16: During the year, the Group's vessel assets recognized a net impairment loss of $0.247 million USD, compared to a reversal of impairment loss of $4.257 million USD in the prior year, which was one of the major factors affecting annual profit[477][481] - Notes 29 & 35: Total Group borrowings amounted to $19.143 million USD, secured by three vessels, an investment property, and certain debt instruments[513][536] - Note 39: The major financial risks faced by the Group include interest rate risk (from floating-rate borrowings), price risk (from investments in listed equity and debt securities), and liquidity risk; sensitivity analysis indicates that a 100 basis point change in interest rates would impact annual profit by approximately $0.191 million USD[545][550][553] Five-Year Financial Summary Financial Trends This section provides a summary of the Group's key financial data over the past five years, showing that the Group's revenue reached a five-year high of $14.708 million USD in 2019; despite achieving profitability in 2019, the profit level significantly decreased from 2018, while total assets and total equity have continuously grown over the past two years | Item (USD '000) | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | Performance | | | | | | | Revenue | 14,708 | 12,191 | 9,897 | 4,546 | 6,663 | | Profit (Loss) for the year | 180 | 1,251 | 9,885 | (17,766) | (36,843) | | Assets and Liabilities | | | | | | | Total assets | 64,770 | 59,118 | 56,713 | 37,265 | 59,026 | | Total liabilities | (20,928) | (16,034) | (18,956) | (21,962) | (26,499) | | Equity attributable to owners of the Company | 43,842 | 43,084 | 37,757 | 15,303 | 32,527 |