Contents Corporate Information The company's corporate information details its Board composition, key committees, principal banks, registered office in Bermuda, and Hong Kong share registrar and stock code Board of Directors and Committees The company's Board of Directors comprises one Non-executive Director (Chairman) and four Independent Non-executive Directors, with key committees chaired by or including Independent Non-executive Directors - Board composition: one Non-executive Director (Chairman Liu Gao Yuan) and four Independent Non-executive Directors23 - Audit Committee Chairman: Lui Siu Tsuen; Remuneration Committee Chairman: Fung Nim Shu; Nomination Committee Chairman: Liu Gao Yuan23 Company Details and Registrars The company's main banks include Bank of China (Hong Kong) Limited and The Bank of East Asia, Limited, with its registered office in Bermuda and principal place of business in Central, Hong Kong - Principal banks: Bank of China (Hong Kong) Limited, The Bank of East Asia, Limited4 - Registered office: Bermuda; Principal place of business: Central, Hong Kong4 - Hong Kong Share Registrar: Tricor Secretaries Limited5 - Stock code: 00310 on the Hong Kong Stock Exchange6 Chairman's Statement The Chairman's Statement highlights a challenging FY2024 with low productivity, rising global interest rates, and geopolitical tensions, while the Group strengthens its financial position through convertible bonds and equity financing - FY2024 faced a macro environment of low productivity, rising global interest rates, and geopolitical tensions79 - Local property and retail markets continued to decline, with economic recovery facing challenges79 - The company strengthened its financial position by issuing convertible notes and actively exploring equity financing opportunities89 Management Discussion The Management Discussion covers the Group's strategic focus on investment management and capital raising, its financial performance including a narrowed loss, and significant liquidity challenges, alongside its outlook and operational details Business and Operational Review In 2024, the Group focused on managing existing investments, optimizing operating costs, and raising new capital, with share trading suspended since April 2024 due to a disclaimer of opinion on 2023 financial statements - In 2024, the Group focused on managing existing investments, optimizing operating costs, and raising new capital1215 - Due to the auditor's disclaimer of opinion on the 2023 financial statements, the company's shares were suspended from trading in April 2024, and efforts are underway to resume trading1215 - The disposal of most listed investments during the year led to a significant decrease in total gains from financial assets at fair value through profit or loss1316 Financial Review The Group's loss after tax narrowed to HK$17.3 million in 2024 (2023: HK$22.4 million), primarily due to controlled administrative and finance costs - 2024 and 2023 Key Financial Data Comparison | Indicator | 2024 (HK$ thousand) | 2023 (HK$ thousand) | | :--- | :--- | :--- | | Loss after tax | (17,300) | (22,400) | | Administrative expenses | (9,000) | (9,400) | | Investment management expenses | (480) | (560) | | Finance costs | (706) | (997) |
- The narrowing of loss was mainly due to effective control over administrative expenses and finance costs172022 - Fair value loss recognized in other comprehensive expenses was HK$0 (2023: HK$14.894 million), primarily related to impairment of the China lead-zinc mine investment1821 Results for the Year The Group recorded a loss after tax of approximately HK$17.3 million for the year, a reduction from HK$22.4 million in 2023, mainly due to fair value changes in listed equity investments and controlled administrative expenses - Loss after tax in 2024 was approximately HK$17.3 million, a decrease compared to a loss of HK$22.4 million in 20231720 - The loss was primarily due to fair value changes in listed equity investments at fair value through profit or loss, resulting in a loss of approximately HK$0.3 million (2023: HK$5.2 million) due to stock market volatility22 - Administrative expenses were approximately HK$9.0 million (2023: HK$9.4 million), benefiting from cost control22 Gross Proceeds from Operations/Revenue Gross proceeds from the disposal of financial assets at fair value through profit or loss significantly decreased to HK$4.337 million in 2024 from HK$16.504 million in 2023 - Gross Proceeds from Operations/Revenue (HK$ thousand) | Indicator | 2024 | 2023 | | :--- | :--- | :--- | | Gross proceeds from disposal of financial assets at FVTPL (revenue nature) | 4,337 | 16,504 | | Dividend income | 6 | 30 | | **Total** | **4,343** | **16,534** |
- Gross proceeds from the disposal of financial assets at fair value through profit or loss (revenue nature) significantly decreased compared to 20232425 Other Losses Total other losses in 2024 amounted to HK$7.369 million, primarily from fair value changes of financial assets at fair value through profit or loss, including realized and unrealized losses - Composition of Other Losses (HK$ thousand) | Type | 2024 | 2023 | | :--- | :--- | :--- | | **Fair value changes of financial assets at FVTPL** | | | | - Realized loss (revenue nature) | (6,642) | (732) | | - Realized loss (capital nature) | (490) | (3,839) | | - Unrealized loss (revenue nature) | (237) | (5,180) | | - Unrealized loss (capital nature) | — | (1,726) | | **Total** | **(7,369)** | **(11,477)** |
- Total other losses in 2024 were HK$7.369 million, a decrease from HK$11.477 million in 202327 Administrative Expenses Administrative expenses decreased to approximately HK$9.0 million in 2024 from HK$9.4 million in 2023, mainly due to cost control, with staff remuneration being the largest expense item - Administrative expenses decreased from HK$9.4 million in 2023 to HK$9.0 million in 2024, primarily due to cost control222934 - Staff remuneration was the largest expense, amounting to HK$6.037 million in 2024, accounting for approximately 67% of administrative expenses (2023: 57%)2934 Investment Management Expenses Investment management expenses decreased to HK$0.48 million in 2024 from HK$0.56 million in 2023, attributed to a revised investment management agreement with Rich Concept Capital - Investment management expenses decreased from HK$0.56 million in 2023 to HK$0.48 million in 202417203035 - The monthly management fee was reduced from HK$80,000 to HK$40,000 from March 1, 2023, until the contract expired on December 31, 20243135 Finance Costs Finance costs decreased to HK$0.706 million in 2024 from HK$0.997 million in 2023, mainly due to a significant reduction in margin loan interest after repayment - Finance costs decreased from HK$0.997 million in 2023 to HK$0.706 million in 202417203236 - Interest expenses on margin loans from securities brokers decreased from HK$0.994 million in 2023 to HK$0.162 million in 2024, primarily due to margin loan repayment3336 - Interest expenses on convertible notes increased from HK$3 thousand in 2023 to HK$0.544 million in 2024513 Investments and Liquidity The Group aims to enhance shareholder value through investments, but faced a significant decrease in cash and a sharp rise in gearing ratio to 268.23% by year-end 2024 - The Group's investment objective is to enhance shareholder value, with a strategy to identify and invest in listed and unlisted projects with growth potential3841 - As of December 31, 2024, cash and cash equivalents were approximately HK$0.334 million (2023: HK$4.017 million), and margin loans were cleared (2023: HK$2.415 million)4852 - The gearing ratio significantly increased from 66.33% in 2023 to 268.23% in 20245459 Significant Investments As of December 31, 2024, the Group held a 14.7% equity interest in Koncentra Investments Limited, which indirectly holds a 7.94% minority interest in a China lead-zinc mine entity, with substantial unrealized losses - As of December 31, 2024, the Group held a 14.7% equity interest in Koncentra Investments Limited, which indirectly holds a 7.94% minority interest in a China lead-zinc mine entity4043 - The fair value of the investment in Koncentra Investments remained at HK$5.293 million, but unrealized losses amounted to HK$48.753 million44 - This investment is substantial, accounting for 86.5% of the Group's total assets44 Liquidity and Financial Resources As of December 31, 2024, the Group's cash and cash equivalents significantly decreased to HK$0.334 million, margin loans were cleared, but loans from directors and a subsidiary director increased - Liquidity and Financial Resources (HK$ thousand) | Indicator | December 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | 334 | 4,017 | | Loans from securities brokers | 0 | 2,415 | | Loans from directors | 1,000 | 600 | | Loans from a subsidiary director | 1,160 | 1,140 |
- All loans from directors and a subsidiary director are interest-free, repayable on demand, and unsecured by the company4852 Gearing Ratio As of December 31, 2024, the Group's gearing ratio (total liabilities/total assets) significantly increased to 268.23% from 66.33% in 2023, indicating a substantial rise in financial leverage - The gearing ratio significantly increased from 66.33% in 2023 to 268.23% in 20245459 Capital Structure The Group's financial policy primarily relies on shareholders' funds and internal resources for investment activities and daily operations, with no foreign exchange hedging policy - The Group primarily utilizes shareholders' funds and internal resources for investment and daily operations5560 - Funds are mainly held in Hong Kong Dollars, and there is no foreign exchange hedging policy5560 Outlook and Other Information Management is actively exploring options to meet resumption conditions and raise capital, with trading suspended since April 2024 due to a disclaimer of opinion - Management is exploring options to meet resumption conditions and raise equity capital to seize investment opportunities5661 - The company's shares were suspended from trading on April 2, 2024, due to the auditor's disclaimer of opinion on the financial statements5762 - The company is taking appropriate measures to comply with the Stock Exchange's resumption guidance5862 Outlook The Hong Kong capital market appears to be recovering, and the company is actively exploring options to resume share trading and raise equity capital to enhance its balance sheet and seize investment opportunities - The Hong Kong capital market is recovering, and the company seeks to resume share trading and raise equity capital5661 - The goal is to strengthen the balance sheet, seize domestic and international investment opportunities, and enhance shareholder value5661 Suspension of Trading The company's shares were suspended from trading on the Stock Exchange from 9:00 a.m. on April 2, 2024, due to the auditor's disclaimer of opinion on the 2023 financial statements - Shares were suspended from trading on April 2, 2024, due to the auditor's disclaimer of opinion on the 2023 financial statements5762 - The company has received resumption guidance from the Stock Exchange and is taking measures to comply5862 Other Operational Details (Charges, Litigation, FX, Acquisitions, Customers/Suppliers) As of the year-end, the Group had no outstanding litigation, insignificant foreign exchange risk, no major acquisitions or disposals, and no principal customers or suppliers - As of the year-end, there were no outstanding legal proceedings or contingent liabilities64657071 - Foreign exchange fluctuation risk is insignificant, and the Group has no foreign exchange hedging policy666772 - There were no significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the year6873 - Due to the nature of its business, the Group has no principal customers or suppliers7578 Employee and Remuneration Policies As of the year-end, the Group had 6 employees and 5 directors, with a remuneration policy aimed at providing competitive treatment and encouraging professional development - As of the year-end, the Group had 6 employees and 5 directors7679 - The remuneration policy aims to provide competitive treatment and is reviewed annually by the Remuneration Committee7679 - The Group encourages employees to participate in on-the-job training and continuous professional development, reimbursing related expenses7779 Directors' Report The Directors' Report covers general information, Board composition, shareholder details, corporate governance, risk management, stakeholder relations, and post-reporting events General Information The company's principal business is investment holding, with no dividend recommended for the year and no charitable donations made by the Group - The company is an investment holding company, with details of principal subsidiaries' businesses in Note 29 to the consolidated financial statements8187 - The Board does not recommend the payment of a dividend for the year (2023: nil)8288 - The Group made no charitable donations during the year (2023: HK$0)8591 Board of Directors The Board consists of one Non-executive Director and four Independent Non-executive Directors, with certain directors retiring and seeking re-election, and appropriate insurance maintained for potential legal actions - The Board of Directors comprises one Non-executive Director and four Independent Non-executive Directors9293 - Mr. Liu Gao Yuan (Non-executive Director and Chairman) and Ms. Wong Lai Kin (Independent Non-executive Director) will retire and seek re-election at the upcoming AGM9293 - All Independent Non-executive Directors have confirmed their independence in accordance with the Listing Rules112116 - The company has purchased and maintained appropriate insurance coverage for potential legal proceedings against directors114117 Directors' Composition and Re-election The Board includes one Non-executive Director (Chairman) and four Independent Non-executive Directors, with two directors retiring and eligible for re-election at the upcoming AGM - The Board comprises one Non-executive Director and four Independent Non-executive Directors9293 - Mr. Liu Gao Yuan and Ms. Wong Lai Kin will retire and seek re-election at the upcoming Annual General Meeting9293 Biographical Details of Directors and Senior Management The report provides detailed biographical information for all directors and senior management, including their extensive experience and remuneration, such as Mr. Liu Gao Yuan's monthly fee of HK$0.2 million - Mr. Liu Gao Yuan (74 years old) has over 45 years of international corporate development and management experience, with a monthly remuneration of HK$0.2 million in 2024959798 - Mr. Lui Siu Tsuen (69 years old) is a Fellow of the Hong Kong Institute of Certified Public Accountants, with over 30 years of experience in property investment, corporate finance, and media entertainment99103 - Mr. Fung Nim Shu (59 years old) has over 28 years of experience in investment and mergers and acquisitions in China and Southeast Asia100103 - Ms. Wong Lai Kin (59 years old) is a solicitor of the High Court of Hong Kong and a Chartered Financial Analyst, with over 30 years of legal experience101104 - Mr. Yip Kwok Kwong (64 years old) is a Chartered Valuation Surveyor, with over 30 years of experience in valuation, surveying, and business development105109 - Mr. Wan Tat Kee (68 years old) is the Financial Controller and Company Secretary, with over 30 years of experience in auditing and financial management108110 - Independent Non-executive Directors each receive an annual remuneration of HK$0.1 million107109 Directors' Service Contracts and Independence No directors proposed for re-election have service contracts not terminable within one year without compensation, and all independent non-executive directors have confirmed their independence - No directors have entered into service contracts not terminable within one year without payment of compensation (other than statutory compensation)111115 - All Independent Non-executive Directors have confirmed their independence, and the company considers them all to be independent112116 Permitted Indemnity Provision Directors are indemnified from company assets and profits against all actions, costs, losses, etc., incurred in their duties, except for fraud or dishonesty, with appropriate insurance maintained - Directors are indemnified from company assets and profits, except for fraud or dishonesty113117 - The company has purchased and maintained appropriate insurance coverage for directors against potential legal proceedings114117 Shareholder Information As of year-end, Mr. Liu Gao Yuan and his spouse held a combined 26.44% stake, with no share or convertible note purchase/redemption arrangements by the company or directors, and no pre-emptive rights - Directors' and Substantial Shareholders' Long Positions in Shares (as of December 31, 2024) | Name/Company Name | Personal Interest (shares) | Family Interest (shares) | Corporate Interest (shares) | Total Interest (shares) | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | | Liu Gao Yuan | 5,340,000 | 26,689,084 | 26,689,084 | 32,029,084 | 26.44% | | Full Honour Development Limited | – | – | 26,689,084 | 26,689,084 | 22.03% | | Sun Matrix Limited | – | – | 26,689,084 | 26,689,084 | 22.03% | | Lan Yi | – | – | 26,689,084 | 32,029,084 | 26.44% |
- Mr. Liu Gao Yuan and his spouse, Ms. Lan Yi, collectively held 26.44% of the company's shares121125 - During the reporting period, neither the company nor its subsidiaries entered into any arrangements for the purchase, sale, or redemption of shares or convertible notes127130 - There are no pre-emptive rights provisions in the company's bye-laws or Bermuda company law159164 Directors' and Chief Executive's Interests As of year-end, Mr. Liu Gao Yuan held a long position of 32.029 million shares, representing 26.44% of the issued share capital, through personal and corporate interests - Mr. Liu Gao Yuan's Long Position in Shares (as of December 31, 2024) | Interest Type | Number of Shares | | :--- | :--- | | Personal Interest | 5,340,000 | | Family Interest | 26,689,084 | | Corporate Interest | 26,689,084 | | **Total Interest** | **32,029,084** | | **Percentage of Issued Share Capital** | **26.44%** |
- Mr. Liu Gao Yuan indirectly held shares through Sun Matrix Limited, a company jointly controlled by him and his spouse121 Substantial Shareholders As of year-end, substantial shareholders included Full Honour Development Limited and Sun Matrix Limited, each holding 22.03% of shares, with Mr. Liu Gao Yuan and his spouse controlling 26.44% combined - Substantial Shareholders' Long Positions in Shares (as of December 31, 2024) | Shareholder Name | Corporate Interest (shares) | Total Interest (shares) | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Full Honour Development Limited | 26,689,084 | 26,689,084 | 22.03% | | Sun Matrix Limited | 26,689,084 | 26,689,084 | 22.03% | | Liu Gao Yuan* | 26,689,084 | 32,029,084 | 26.44% | | Lan Yi | 26,689,084 | 32,029,084 | 26.44% |
- Full Honour Development Limited is wholly controlled by Sun Matrix Limited, which is 50% controlled by Mr. Liu Gao Yuan and 50% by his spouse, Ms. Lan Yi125 Arrangements to Purchase Shares or Convertible Notes During the year, neither the company nor its subsidiaries entered into any arrangements for directors to benefit from purchasing company shares or convertible notes - During the year, neither the company nor its subsidiaries entered into any arrangements enabling directors to benefit from purchasing company shares or convertible notes127130 - No directors, chief executives, their spouses, or children under 18 had any rights to subscribe for the company's securities127130 Directors' Interests in Transactions, Arrangements or Contracts of Significance As of the year-end or at any time during the year, neither the company nor its subsidiaries entered into any significant transactions, arrangements, or contracts in which directors had a material interest - During the year, neither the company nor its subsidiaries entered into any significant transactions, arrangements, or contracts in which directors had a material interest128131 Corporate Governance & Risk The company's investment management agreement with Rich Concept Capital saw reduced fees, while it manages global economic volatility risks through experienced teams and adheres to environmental and regulatory compliance - The company's investment management agreement with Rich Concept Capital had its monthly management fee reduced from HK$80,000 to HK$40,000 from March 2023134140 - The Group's primary risk is the impact of global economic volatility on investment prices and values145 - To mitigate risks, the Group employs experienced investment executives and managers to manage a diversified investment portfolio, which is regularly reviewed145 - The Group implements environmental protection measures in its daily operations, such as paper recycling and energy saving146151 - The company complies with relevant laws and regulations, including Listing Rules, securities, company, tax, and labor laws, and engages legal and compliance advisors148152 Connected Transaction (Investment Management Agreement) The company's investment management agreement with Rich Concept Capital, effective until December 31, 2024, had its monthly management fee reduced from HK$80,000 to HK$40,000 from March 2023 - The company entered into an investment management agreement with Rich Concept Capital, appointing it as investment manager until December 31, 2024129132 - The agreement stipulated a fixed monthly management fee of HK$80,000 and a potential discretionary bonus of up to HK$0.2 million133 - The monthly management fee was revised from HK$80,000 to HK$40,000 on March 21, 2023134140 - The Board confirmed that this connected transaction was entered into on normal commercial terms, fair and reasonable, and in the overall interests of the shareholders137141 Management Contracts Apart from the investment management agreement, no other management and administration contracts concerning the whole or any substantial part of the company's business were entered into or existed during the year - Apart from the investment management agreement, no other significant management contracts existed during the year139142 Principal Risks and Uncertainties The Group's primary risks stem from global economic volatility impacting the profitability of commercial enterprises and stock markets, leading to potential declines in investment values - The Group's principal activities are affected by global economic volatility, facing risks of declining investment prices and values145 - Net asset value is a key performance indicator, reflecting the Group's value143144 - Risks are mitigated by engaging experienced investment executives and regularly reviewing the diversified investment portfolio145 Environment Policies and Performance The Group promotes environmental protection in its daily business operations, including paper recycling and energy saving, and will review and consider further eco-friendly measures - The Group promotes environmental protection in its daily operations, including recycling consumables and saving energy146151 - The Group will periodically review its environmental practices and consider further eco-friendly measures146151 Compliance with Laws and Regulations The Group adheres to relevant laws and regulations, including Listing Rules, securities, company, tax, and labor laws, and employs legal and compliance advisors to ensure operational compliance - The Group complies with relevant laws and regulations, including Listing Rules, securities, company, tax, and labor laws148152 - The Board found no material non-compliance and engages legal and compliance advisors when necessary148152 Stakeholder Relations & Other Policies The Group values employees and shareholders, maintaining communication to enhance value, has no major customers/suppliers, and the Board's dividend policy considers various financial factors - The Group considers employees and shareholders as key stakeholders, committed to enhancing shareholder value149153156161 - The company did not purchase, sell, or redeem any shares during the year158163 - The company has no pre-emptive rights provisions159164 - The Board may declare dividends at its discretion, considering factors such as distributable reserves, performance, economic outlook, liquidity, and capital requirements166 Relationship with Stakeholders (Employees, Shareholders, Customers/Suppliers) The Group values employees as its most valuable asset, providing competitive compensation and a safe working environment, and maintains regular communication with shareholders to enhance asset value - Employees are the Group's most valuable asset, provided with competitive remuneration and a healthy and safe working environment150154 - The Group maintains regular communication with shareholders through AGMs and announcements, committed to enhancing asset value and profitability156161 - Due to the nature of its business, the Group has no principal customers or suppliers157162 Purchase, Sale or Redemption of Shares of the Company Neither the company nor its subsidiaries purchased, sold, or redeemed any shares during the year - Neither the company nor its subsidiaries purchased, sold, or redeemed any shares during the year158163 Pre-Emptive Rights & Tax Relief The company's articles of association and Bermuda company law do not contain pre-emptive rights, and no tax
嘉进投资国际(00310) - 2025 - 年度财报