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华星控股(08237) - 2023 - 年度业绩
LINK HOLDINGSLINK HOLDINGS(HK:08237)2024-01-05 14:48

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].