Financial Performance - Revenue for 2019 was HKD 48,494,000, a decrease of 47.15% compared to 2018[15] - Operating profit for 2019 was HKD 22,782,000, a decrease of 54.36% compared to 2018[15] - Net loss for 2019 was HKD 3,739,000, compared to a net profit of HKD 13,711,000 in 2018, a decrease of 127.27%[15] - The company recorded rental income and related management service income of approximately HKD 44.87 million and sales of buses of HKD 4.207 million in 2019, compared to HKD 41.925 million and HKD 49.839 million in 2018[29] - The company reported a net loss of approximately HKD 3.739 million in 2019, compared to a net profit of HKD 13.711 million in 2018[29] - The company recorded a revenue of approximately HKD 48,494,000 and a post-tax loss of approximately HKD 3,739,000 for the year ended December 31, 2019[159] Assets and Liabilities - Total assets increased by 7.60% to HKD 741,612,000 in 2019[15] - Total liabilities decreased by 42.90% to HKD 572,225,000 in 2019[15] - Total assets increased to HKD 1.559 billion in 2019 from HKD 1.261 billion in 2018, while total liabilities rose to HKD 817.736 million from HKD 572.225 million[30] - The company's cash and bank balances decreased significantly to HKD 11.175 million in 2019 from HKD 72.603 million in 2018[30] - The capital-to-debt ratio increased to 45% in 2019 from 33% in 2018[32] - The company's distributable reserves as of December 31, 2019, were HKD 336,450,000, consisting of share premium of HKD 536,737,000, special reserve of HKD 306,450,000, and accumulated losses of HKD (506,737,000)[163] Business Acquisitions and Expansion - The company acquired new businesses during the year, providing new revenue sources and reducing reliance on rental income from Changliu[20] - The company acquired 55% equity in a target company for property development in Zhuhai, Guangdong, with a land area of 11,956.46 square meters and a plot ratio of 5.09[21] - The company acquired 70% equity in China Goal Inc. for HKD 23,800,000 to expand property management services in Beijing[22] - The company acquired 41% equity in Peaceful Kingdom Inc. to enter the supermarket business in China[23] Corporate Governance - The company's Chairman, Mr. Han Junran, also serves as the CEO, deviating from the Corporate Governance Code which recommends separating these roles[51] - The Board of Directors consists of two executive directors and four independent non-executive directors, ensuring strong independence[59] - All directors participated in continuous professional development training during the fiscal year ending December 31, 2019[61] - The company held three Board meetings and one Annual General Meeting in 2019, with attendance records provided for each director[65][67] - The company has adopted the Standard Code for Securities Transactions by Directors and confirmed compliance by all directors for the year ending December 31, 2019[53] - The company's non-executive directors do not have fixed terms, deviating from the Corporate Governance Code, but the company believes this does not compromise governance[51] - Three independent non-executive directors did not attend the Annual General Meeting held on June 18, 2019[52] - The company has established effective mechanisms to ensure communication among directors and compliance with corporate governance practices[65] - The company's non-executive directors do not have a fixed term, deviating from Code Provision A.4.1[69] - The Chairman's continued role is crucial for the company's sustainable development[69] - Independent non-executive directors Wang Borong and Chen Yaodong are willing to stand for re-election at the 2019 AGM[71] - The Audit Committee consists of three independent non-executive directors: Liang Guihua (Chairman), Chen Yaodong, and Zhang Jing[73] - The Audit Committee held two meetings in 2019 to review financial reports and internal controls[76] - The Audit Committee reviewed the company's full-year 2018 and interim 2019 financial results[77] - The Remuneration Committee reviewed and approved the remuneration of directors and senior management in 2019[82] - The Remuneration Committee consists of Chen Yaodong (Chairman), Han Junran, and Liang Guihua[79] - The Nomination Committee was established on April 1, 2012, and consists of Han Junran (Chairman), Liang Guihua, Chen Yaodong, and Zhang Jing[85] - The Nomination Committee reviews the suitability and tenure of directors for re-election[85] - The company's nomination committee held one meeting during the year, with attendance records showing that the chairman, Mr. Han Junran, and two other members attended all meetings, while one member, Mr. Chen Yaodong, did not attend any meetings[89] - The company's board of directors is responsible for preparing consolidated financial statements that present a true and fair view of the group's financial position, performance, and cash flows for the year ended December 31, 2019[93] - The company's board of directors conducted an annual review of the effectiveness of the group's internal control system, covering financial, operational, compliance, and risk management controls for the year ended December 31, 2019[94] - The company's company secretary complied with the professional training requirements under Rule 3.29 of the Listing Rules for the year ended December 31, 2019[95] - The company's shareholders have the right to request the board of directors to convene an extraordinary general meeting if they hold at least 10% of the company's paid-up share capital with voting rights[98] - The company maintains communication with investors through various channels, including timely publication of interim and annual reports on the Hong Kong Stock Exchange and company websites[101] - The company has received annual confirmations from each independent non-executive director regarding their independence status[166] - The chairman and executive director, Mr. Han Junran, has a service agreement with the company effective from December 16, 2002, for three years and continues until the termination of his directorship[167] - The executive director, Mr. Luo Min, has a service agreement with the company effective from March 1, 2012, for one year and renews annually until terminated by either party with at least six months' notice[167] - Han Junran holds a controlling interest in 1,886,662,752 shares, representing 52.19% of the issued share capital[170] - Han Junran is the beneficial owner of 391,000,000 shares, accounting for 10.82% of the issued share capital[170] - Qilu International Funds SPC holds a mortgage interest in 2,277,662,752 shares, representing 63.01% of the issued share capital[178] - Zhongtai International Asset Management Ltd acts as the investment manager for 2,277,662,752 shares, representing 63.01% of the issued share capital[178] - The company confirms compliance with the public float requirement under the Listing Rules throughout the year[188] - No purchase, sale, or redemption of the company's listed securities during the year ended December 31, 2019[189] - No provisions for pre-emptive rights in the company's articles of association or Cayman Islands law[190] - No property development projects during the year, resulting in no procurement payments to suppliers[191] - No major customers during the review year[192] - Financial statements for the years ended December 31, 2015 and 2016 audited by Tianjian Deyang CPA Limited, 2017 and 2018 by Huapu Tianjian (HK) CPA Limited, and 2019 by Changqing (HK) CPA Limited[194] - Reappointment of Changqing as auditor to be proposed at the annual general meeting[194] - Independent auditor's report confirms the financial statements comply with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance[198] - Auditor's opinion based on Hong Kong Standards on Auditing and compliance with ethical responsibilities[199] Environmental and Social Responsibility - The company is committed to promoting sustainable development and responsible management of environmental and social values across all business activities[104] - The company's total greenhouse gas emissions in 2019 were 28,847 kg, a 4% decrease compared to 30,163 kg in 2018, with direct emissions (Scope 1) decreasing by 19% and other indirect emissions (Scope 3) increasing by 297%[116] - The company's electricity consumption in 2019 was 21,645 kWh, a 3% decrease compared to 22,408 kWh in 2018[119] - The company's nitrogen oxide, sulfur oxide, and particulate emissions from vehicles in 2019 were 42.3 kg, 0.078 kg, and 4.0 kg, respectively[112] - The company implemented double-sided printing, saving approximately 10% of paper usage in its main offices in China and Hong Kong[120] - The company reported no harmful waste generation in 2019, with office paper being the primary source of non-harmful waste[117] - The company emphasized environmental management by reducing energy consumption and emissions, including conducting board and management meetings via teleconference to minimize transportation-related emissions[111] - The company implemented measures to improve indoor air quality, including regular maintenance of air units and ensuring proper ventilation systems[121] - The company implemented COVID-19 protection policies, including providing masks, disinfectants, and monitoring employee health[135] - The company adheres to equal opportunity policies in recruitment, training, promotion, and compensation, with no discrimination based on gender, race, religion, or other factors[140] - The company has no reported violations of child labor, forced labor, product liability, or data privacy laws in 2019[141][144] - The company maintains a diversified board with members possessing varied skills, industry knowledge, and backgrounds[140] - The company has no reported incidents of bribery or fraud in 2019, with strong internal controls in place[145] - The company plans to enhance community engagement and transparency through regular updates on its website[147] - The company ensures supplier selection based on quality, service standards, and competitive pricing[142] - The company provides continuous training and development opportunities for employees, including external courses and early leave for personal development[137] Employee Statistics and Management - The company employed 68 staff in Hong Kong and China as of December 31, 2019, up from 53 in 2018[37] - The company had 68 employees as of December 31, 2019, with 68% being full-time employees in China, compared to 53 employees and 60% full-time employees in 2018[124] - The employee turnover rate in 2019 was 4%, consistent with the rate in 2018[128] - The company's workforce in 2019 consisted of 63% male and 37% female employees, with the largest age group being 31-45 years old (32% male, 16% female)[127] - The company has a 2% resignation rate for both male and female employees in 2019, consistent with the previous year[130] - The company reported zero work-related deaths and zero lost workdays due to injuries for both male and female employees in 2019[136] Dividend and Reserves - The company did not recommend any dividend distribution for the year ended December 31, 2019[157] Business Operations - The company's main business is property development and investment in China, with no changes during the year[155] - The company issued convertible notes totaling HKD 78 million in 2018, with net proceeds of HKD 73.7 million used for general working capital and potential acquisitions[45][46] - The company plans to focus on urban development and seek business opportunities aligned with its long-term strategy, aiming to enhance financial performance and shareholder returns[36] - Environmental performance and compliance with laws and regulations detailed in the "Management Discussion and Analysis" section[193]
新城市建设发展(00456) - 2019 - 年度财报