Financial Performance - As of December 31, 2023, the company reported receivables of approximately HKD 1,011.1 million and a net impairment loss of about HKD 270.4 million for the fiscal year 2023[1]. - The total impairment loss recorded for the loan in the fiscal year 2023 was HKD 285 million, compared to HKD 15 million for the fiscal year 2022[4]. Loan Details - The impairment primarily relates to a loan of HKD 300 million provided to Hillwealth Holdings Limited, which has been overdue since December 31, 2023[2]. - The borrower has repaid approximately HKD 105.3 million in interest, with the most recent payment received in November 2023[3]. Economic Conditions - The company is facing increased uncertainty regarding the borrower's ability to execute repayment plans due to challenging economic conditions and the potential decline in asset values[5].

Financial Performance - The Group's revenue for the year ended December 31, 2023, was HK$2,782.1 million, a decrease of 45% compared to HK$5,087.0 million in 2022[7]. - Profit attributable to owners of the Company amounted to HK$1,217.4 million, representing a decrease of 20% from HK$1,528.6 million in 2022[7]. - A decrease in revenue from sales of completed properties was HK$2,883.2 million, primarily due to no new major development projects completed and handed over to customers[7]. - Earnings per share amounted to HK$0.83, down from HK$1.04 in 2022, while the net asset value per share was HK$18.57 at the end of 2023[7]. - The Group's property development revenue decreased from HK$4,413.3 million in 2022 to HK$1,530.1 million in 2023[35]. - The Group's investment in the joint venture, Tian An Digital City (Group) Limited, is valued at approximately HK$3,041.4 million, representing 5.7% of the Group's total assets[53]. - The profit attributable to owners of Tian An Digital City (Group) Limited for the year is approximately HK$644.2 million, a decrease from HK$1,200.7 million in 2022[54]. Dividends and Shareholder Returns - The Board declared an interim dividend of HK$0.20 per share for the year ended December 31, 2023, compared to HK$0.25 per share in 2022[8]. - The Board has adopted a Dividend Policy aimed at providing reasonable and sustainable returns to Shareholders while maintaining financial stability to seize investment and expansion opportunities[188]. - The Board may declare or propose dividends based on the Company's operating results, accumulated and future earnings, liquidity position, and external economic factors[188]. Property Development and Projects - Total attributable registered sales for 2023 amounted to 336,200 m², a decrease of 31% compared to 2022 (488,600 m²)[15]. - Total attributable gross floor area completed in 2023 was approximately 655,700 m², down 24% from 2022 (860,000 m²)[15]. - Total attributable gross floor area under construction at year-end 2023 was approximately 1,515,400 m², representing a 4% increase from 2022 (1,463,000 m²)[15]. - The entire Phase 2 of Tian An Cloud Park in Shenzhen, comprising a gross floor area of approximately 599,400 m², is now completed and ready for sale or lease[15]. - Phase 3 of Tian An Cloud Park, with a gross floor area of approximately 1,111,900 m², is expected to be completed in 2027 and 2028[15]. - The Group's properties under development include approximately 1,902,900 m² of commercial space and 2,450,200 m² of residential space, totaling 4,353,100 m²[47]. Financial Position and Liquidity - As of December 31, 2023, the Group's total bank balances and cash reserves were approximately HK$9,056.9 million, a slight decrease from HK$9,127.4 million in 2022[49]. - The total borrowings of the Group amounted to approximately HK$9,114.4 million, up from HK$6,603.5 million in 2022, with current liabilities at HK$3,815.2 million and non-current liabilities at HK$5,299.2 million[49]. - The Group's gearing ratio was positive at 0.2% as of December 31, 2023, compared to a negative 9.2% in 2022[49]. - Approximately 46% of the Group's outstanding borrowings are due within two years, with most borrowings denominated in RMB[49]. Corporate Governance - The board consists of eleven directors, including four executive directors, two non-executive directors, and five independent non-executive directors[130]. - The company has maintained a high standard of corporate governance, emphasizing transparency, accountability, and independence[126]. - The Board has established various committees, including a Nomination Committee, Remuneration Committee, Audit Committee, and Executive Committee[158]. - The Company has adopted a Board Diversity Policy to achieve balanced diversity at the Board[142]. - The Board conducted an annual review of the implementation and effectiveness of the Board Diversity Policy and is satisfied with its proper implementation[142]. Risk Management - The Group's risk management and internal control systems are designed to provide reasonable assurance against material misstatement or loss, with a focus on managing significant risks to achieve business objectives[179]. - The internal audit function conducts independent assessments of the adequacy and effectiveness of the Group's risk management and internal control systems, with reports submitted to the Audit Committee and the Board[180]. - Financial risks include market risk, credit risk, and liquidity risk, with market risk further divided into interest rate risk, foreign currency risk, and other price risks[192]. Market Conditions and Economic Impact - The Group's business and profitability growth were affected by the volatility and uncertainty of macro-economic conditions in the PRC, including policy changes and interest rate fluctuations[195]. - The Group is committed to long-term sustainability and complies with local environmental protection laws and regulations related to property development[198]. - The Group aims to reduce its operational impact on the environment through policies that minimize paper and electricity consumption and promote electronic communication[198].

Financial Performance - For the year ended December 31, 2023, total revenue was HKD 2,782,050,000, a decrease of 45.4% from HKD 5,087,025,000 in 2022[3] - The gross profit for 2023 was HKD 899,807,000, down 59.8% from HKD 2,233,793,000 in the previous year[3] - The profit before tax for 2023 was HKD 1,627,952,000, a decrease of 28.8% compared to HKD 2,284,877,000 in 2022[4] - The net profit for the year was HKD 1,309,757,000, down 15.6% from HKD 1,551,386,000 in 2022[4] - Basic earnings per share for 2023 were HKD 0.83, compared to HKD 1.04 in 2022, reflecting a decline of 20.2%[4] - The profit attributable to shareholders for the year was HKD 1,217.4 million, down 20% from HKD 1,528.6 million in 2022[33] - Total tax expenses for the year amounted to HKD 318.2 million, compared to HKD 733.5 million in 2022[25] Assets and Liabilities - The total assets as of December 31, 2023, were HKD 37,818,534,000, an increase from HKD 35,312,941,000 in 2022[8] - The total liabilities increased to HKD 8,866,106,000 in 2023 from HKD 7,808,713,000 in 2022[8] - The total assets of the group as of December 31, 2023, amounted to HKD 53,465,274,000, with segment assets from property development at HKD 17,335,614,000, property investment at HKD 17,561,755,000, healthcare at HKD 1,904,649,000, and other operations at HKD 912,022,000[15] - The total liabilities of the group as of December 31, 2023, were HKD 24,512,846,000, with segment liabilities from property development at HKD 10,175,003,000, property investment at HKD 2,936,480,000, healthcare at HKD 1,067,065,000, and other operations at HKD 777,922,000[15] - The total borrowings as of December 31, 2023, were approximately HKD 9,114.4 million, an increase from HKD 6,603.5 million in 2022[38] - Total liabilities amounted to HKD 21,744,019, with segment liabilities of HKD 12,661,515[17] Segment Performance - For the fiscal year ending December 31, 2023, the total revenue reached HKD 2,782,050,000, with property development contributing HKD 1,530,108,000, property investment HKD 591,380,000, healthcare HKD 394,154,000, and other operations HKD 266,408,000[15] - The total segment profit for the same period was HKD 1,502,748,000, with property development generating HKD 175,722,000, property investment HKD 787,442,000, healthcare HKD 508,068,000, and other operations HKD 31,516,000[15] - The group’s healthcare segment is now reported separately, reflecting its strategic focus on expanding this area of business[13] Acquisitions and Investments - The company recognized a gain of HKD 495,142,000 from the bargain purchase of a subsidiary[3] - The acquisition of China Medical Network resulted in a bargain purchase gain of HKD 495,142, with the company holding approximately 51.15% equity post-acquisition[19] - The fair value of acquired net assets from China Medical Network included investment properties valued at HKD 544,134 and property, plant, and equipment valued at HKD 1,463,374[20] - The company completed the acquisition of a holding company for a total consideration of HKD 1,000,000,003, which included a loan agreement of HKD 1,000,000,000[21] - The fair value of the investment property acquired in the recent transaction was assessed at HKD 1,270,000[22] - The company completed the sale of non-core properties in Hong Kong for a total consideration of HKD 250 million, generating a gain of HKD 8.744 million[24] Corporate Governance and Structure - The company has complied with the corporate governance code, with some deviations noted in the annual report[48] - The board of directors includes executive directors and non-executive directors, indicating a diverse governance structure[55] - The presence of independent non-executive directors indicates a commitment to corporate governance and oversight[55] - The company is led by Vice Chairman Song Zengbin and Managing Director Li Chengwei, highlighting strong leadership[55] - The board composition reflects a mix of experience and expertise, which may enhance decision-making processes[55] - The governance structure may facilitate effective communication and collaboration within the company[55] Market Outlook and Strategy - The group remains confident in the long-term prospects of the real estate market in mainland China and Hong Kong despite short-term uncertainties[44] - The group anticipates that local government measures to stabilize the real estate market will enhance liquidity and stimulate the economy[44] - The company plans to adjust product offerings and pricing as necessary to optimize sales in favorable market conditions[36] - The company is focusing on the development of digital cities and urban renewal projects, which are expected to be well-received by the government and local markets[37] Employee and Dividend Information - As of December 31, 2023, the group employed 3,669 employees, a significant increase from 1,182 in 2022[43] - The board declared an interim dividend of HKD 0.20 per share for the year ending December 31, 2023, down from HKD 0.25 per share in 2022[45] - The company will suspend share transfer registration from April 29 to April 30, 2024, to determine eligibility for the interim dividend[46] - The annual general meeting is scheduled for May 22, 2024, with a suspension of share transfer registration from May 17 to May 22, 2024[47] Financial Reporting and Compliance - The group has applied new accounting standards effective from January 1, 2023, which did not have a significant impact on the financial position and performance for the year[10] - The group’s financial statements have been prepared in accordance with the Hong Kong Financial Reporting Standards, ensuring compliance with local regulations[10] - The audit committee reviewed the accounting principles and financial statements for the year ending December 31, 2023, with figures approved by Deloitte[51]

转自：上观新闻 春节假期刚过，新疆库车市各服装企业迅速进入到紧张生产之中，员工全员在岗，设备高效运转，一派 生产繁忙景象。 2月18日，记者在库车天安制衣有限公司生产车间内看到，机器轰鸣，工人们正全神贯注的在各自的工 作岗位上忙碌着，流水线上的每一件衣服都在他们手中快速成型。 库车天安制衣有限公司员工龚会丽说："我们正在生产一批学校的订单，我们会加班加点的干，保质保 量的完成生产任务，新的一年希望我们企业效益越来越好，我们的工资也越来越高。" 库车天安制衣有限公司于2001年在库车建成投产，一直秉承着质量第一、客户至上的服务理念，经过多 年发展，公司目前总占地面积达到6000多平米，拥有裁剪车间、生产缝纫车间、质检整烫车间等在内的 多个车间，可定制生产200多个类型的衣服款式，在很好满足市场多元化需求的同时，成功带动30多人 实现长期稳定就业。 布哈力且木·吐松在库车天安制衣有限公司已经工作七年，公司良好的培训机制和福利待遇，让她很乐 于在这里工作，节后的第一天上班她就干劲十足，对于新的一年她更是充满期待。 "现在我一个月工资到手4000多元，过年过节公司还给我们发很多礼物，社保也按时缴纳，我很喜欢在 这里工 ...

Financial Performance - Revenue for the six months ended June 30, 2023, increased to HK$1,129,178,000, up from HK$912,475,000 in the same period of 2022, representing a growth of 24%[69] - Gross profit for the period was HK$410,280,000, compared to HK$529,741,000 in the previous year, indicating a decrease of 22.5%[69] - Profit before tax rose to HK$693,446,000, up from HK$507,003,000, reflecting an increase of 37%[69] - Profit for the period was HK$581,231,000, compared to HK$390,101,000 in the prior year, marking a growth of 49%[69] - The profit for the period attributable to owners of the Company was HK$581,231,000, compared to HK$390,101,000 in the previous year, representing an increase of approximately 49%[85] - Basic earnings per share increased to HK$39.37 from HK$28.66, reflecting a growth of about 37% year-on-year[74] Expenses and Costs - Administrative expenses increased to HK$158,100,000 from HK$130,882,000, representing a rise of 20.8%[69] - Marketing and distribution expenses were HK$67,826,000, up from HK$42,041,000, reflecting a rise of 61.5%[69] - The cost of inventories recognized as expenses for the six months ended June 30, 2023, was HK$554,914,000, significantly higher than HK$230,175,000 in the same period of 2022[191] Assets and Liabilities - As of June 30, 2023, non-current assets totaled HK$31,150,888, a slight decrease from HK$31,410,056 as of December 31, 2022, representing a decline of approximately 0.82%[101] - Current liabilities amounted to HK$14,797,605, an increase from HK$13,935,306 as of December 31, 2022, reflecting a rise of about 6.19%[106] - Total equity attributable to owners of the Company decreased to HK$26,290,145 from HK$26,882,419, indicating a decline of approximately 2.20%[106] - The net current assets stood at HK$3,506,343, down from HK$3,902,885, indicating a decrease of about 10.12%[106] - Total assets less current liabilities decreased to HK$34,657,231 from HK$35,312,941, a decline of about 1.85%[106] Cash Flow - Cash and cash equivalents increased to HK$6,779,342 from HK$5,158,505, marking a significant rise of about 31.36%[106] - For the six months ended June 30, 2023, the net cash from operating activities was approximately HK$992.8 million, a significant increase from HK$284.0 million in the same period of 2022, representing a growth of 249%[128] - The net cash from financing activities for the six months ended June 30, 2023, was HK$1,133.06 million, compared to a net cash outflow of HK$1,200.58 million in the same period of 2022[136] - The Group reported a net increase in cash and cash equivalents of HK$1,897.98 million for the six months ended June 30, 2023, compared to a decrease of HK$764.33 million in the prior year[136] Investments and Acquisitions - The company completed an acquisition of a property in Hong Kong for a total payment of HK$1,000,000,003 on July 5, 2023[176] - The Group entered into two sale and purchase agreements during the six months ended June 30, 2023, to acquire a property in Hong Kong and to dispose of certain non-core properties[131] - The Group acquired additional shares of China Medical & HealthCare Group Limited for approximately HK$234.75 million, increasing its stake to about 33.03%[132] Future Outlook - The company has plans for market expansion and new product development to enhance future growth prospects[68] - Future outlook remains positive with ongoing developments in new products and technologies aimed at enhancing market competitiveness[85] - The company has not disclosed any new product launches or technological advancements during this reporting period[163] - Future outlook remains focused on property development and investment in the PRC and Hong Kong markets[163] Shareholder Information - The total number of issued shares held by substantial shareholders includes 99,420,400 shares (6.78%) held by SKK Special Situation Fund and 102,809,400 shares (7.01%) held by Argyle Street Management Limited[72] - The substantial shareholders collectively control approximately 74.99% of the total issued shares of AGL, indicating strong ownership concentration[89] Other Financial Metrics - The Company reported an exchange difference loss of HK$518,317,000 due to currency translation, compared to a loss of HK$590,379,000 in the previous year[85] - The total tax charge for the six months ended June 30, 2023, was HK$112,215,000, a decrease from HK$116,902,000 in the same period of 2022[186] - Interest income from bank deposits for the six months ended June 30, 2023, was HK$47,723,000, compared to HK$14,529,000 in 2022[178]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公佈全部或任何部份內容而產生或因倚賴 該等內容而引致的任何損失承擔任何責任。 截至二零二三年六月三十日止六個月 之未經審核中期業績 天安中國投資有限公司（「本公司」）董事會（「董事會」）宣佈本公司及其附屬公司 （「本集團」）截至二零二三年六月三十日止六個月之未經審核綜合業績連同 二零二二年同期之比較數字如下： 簡明綜合損益表 截至二零二三年六月三十日止六個月 | --- | --- | --- | --- | |------------------------------------------------------------------------------------------------|---------|-----------------------------------------------------------|------------------------------------------| | | 附 註 | （未經審核） 截至六月三十日止六個 ...

Financial Performance - Revenue for the year ended December 31, 2022, was HK$5,087.0 million, a 98% increase compared to HK$2,574.7 million in 2021[7] - Profit attributable to owners of the company increased by 7% to HK$1,528.6 million in 2022, up from HK$1,430.3 million in 2021[7] - Earnings per share for 2022 were HK$1.04, compared to HK$0.96 in 2021[7] - Net asset value per share attributable to owners of the company was HK$18.34 at the end of 2022, down from HK$18.82 in 2021[7] - The board declared an interim dividend of HK25 cents per share (in lieu of a final dividend) for 2022, up from HK20 cents per share in 2021[7] - The Group declared an interim dividend of HK25 cents per share for the year ended 31st December 2022, compared to HK20 cents per share in 2021[181] Property Development and Sales - Sales of completed properties increased by HK$2,528.5 million, mainly due to revenue recognition of residential projects in Jiangsu and Zhejiang Provinces[7] - Total attributable registered sales increased by 26% to 488,600 m² in 2022 (2021: 387,300 m²)[15] - Total attributable gross floor area completed increased by 92% to 860,000 m² in 2022 (2021: 448,200 m²)[15] - Total attributable gross floor area under construction decreased by 28% to 1,463,000 m² at the end of 2022 (2021: 2,021,900 m²)[15] - Phase 2 of Tian An Cloud Park in Shenzhen, with a GFA of 599,400 m², is completed and ready for sale or lease[15] - Guangming Tian An Cloud Park in Shenzhen (382,800 m²) and part of Deqing Tian An Cloud Park in Zhejiang (308,000 m²) were completed in 2022[15] - Property development revenue increased from HK$1,884.8 million in 2021 to HK$4,413.3 million in 2022, driven by sales of projects such as Ningbo Tian An First Mansion and Nantong Tian An First Mansion (Phase 1)[28][31] - Sales activities in 2022 were concentrated on projects such as Ningbo Tian An First Mansion and Changchun Tian An City One (Phase 4 Part 3)[36] Rental Income and Investment Properties - Rental income slightly increased by 0.4% compared to 2021[15] - Rental income slightly increased by 0.4% from HK$518.7 million in 2021 to HK$521.0 million in 2022[29][32] - The Group acquired investment properties totaling approximately HK$618,623,000 during the year, with a revaluation deficit of HK$113,907,000 recognized in the consolidated statement of profit or loss[182] - The Group transferred completed property inventories valued at HK$48,997,000 to investment properties[182] Joint Ventures and Associates - Share of profit from joint ventures increased by HK$235.1 million[7] - Share of profit from joint ventures increased significantly from HK$444.4 million in 2021 to HK$679.5 million in 2022[33] - Share of profit from associates rose from HK$2.0 million in 2021 to HK$12.3 million in 2022[33] - The Group holds a 50% interest in 天安數碼城（集團）有限公司 with an investment cost of US$60 million, and the carrying amount of the interests as of December 31, 2022, was approximately HK$2,777.8 million, representing 5.6% of the Group's total assets[48] - 天安數碼城（集團）有限公司 reported a profit for the year of approximately HK$1,281.8 million, with the Group's share of profits amounting to HK$600.3 million for the year[48] Landbank and Construction - Total landbank of the company is approximately 9,838,100 m², with 5,604,600 m² attributable to the company, including 1,201,100 m² of completed investment properties and 4,403,500 m² of properties under development and for development[38][39] - The company's land portfolio includes 2,114,200 m² of commercial properties and 2,289,300 m² of residential properties under development and for development[41] - Completed investment properties total 1,022,000 m² of commercial space and 179,100 m² of residential space[43] - Major inventories of completed residential properties include Huizhou Huiyang Tian An Sun Life City (84,100 m²), Ningbo Tian An First Mansion (32,900 m²), and Wuxi Tian An Manhattan (27,400 m²)[39] - The company's land portfolio is primarily located in Southern China (1,166,800 m²), Eastern China (1,682,000 m²), Northern China (695,600 m²), and Australia (859,100 m²)[41] - The company's completed investment properties are concentrated in Southern China (479,200 m²), Eastern China (497,600 m²), and Northern China (167,600 m²)[43] Financial Position and Borrowings - The company's total bank balances and cash reserves were approximately HK$9,127.4 million as of December 31, 2022, compared to HK$4,345.5 million in 2021[44][45] - Total borrowings of the company amounted to approximately HK$6,603.5 million as of December 31, 2022, with a gearing ratio of -9% (2021: 14%)[44][46] - Approximately 37% of the company's outstanding borrowings will mature within 2 years, with 8% being fixed-rate borrowings and the remainder floating-rate[47] - The company plans to acquire potential quality landbank and accelerate construction works by obtaining bank borrowings with reasonable pricing terms[47] Corporate Governance and Board Structure - The company has five independent non-executive directors (INEDs), representing not less than one-third of the Board, with at least one having appropriate professional qualifications or accounting expertise[125] - The Board held four meetings during the year, with individual attendance records for each Director at Board, Remuneration Committee, Audit Committee, and general meetings provided[125] - The Board regularly discusses the Group's overall strategy, operational and financial performance, and reviews annual and interim results[125] - The Board has delegated day-to-day responsibilities to executive management under the supervision of the Executive Committee, which has specific written terms of reference[127] - Regular Board meetings are scheduled in advance with at least 14 days' notice, and agendas are sent to all Directors at least 3 days before the meeting[130] - Directors have access to Board papers, related materials, and the Company Secretary's advice, as well as independent access to senior management[130] - The Board ensures compliance with Listing Rules and regulatory requirements, and Directors are encouraged to seek external independent professional advice when necessary[130] - The Board currently has a female Director out of eleven Directors, achieving a gender diversity of 9.1%[135] - The workforce (including senior management) achieved a gender ratio of 57(male):43(female) as of 31st December, 2022[138] - The Board Diversity Policy was adopted in December 2013 and updated in June 2022, aiming for balanced diversity[135] - The Board targets to maintain at least the current level of female representation, with the ultimate goal of increasing the proportion of female members over time[135] - The eleven Directors have diverse and complementary backgrounds, including management, property development, and financial expertise[135] - The Chairman and Chief Executive roles are separate, with Mr. Lee Seng Hui as Chairman and Mr. Patrick Lee Seng Wei as Managing Director[139] - The Board conducted an annual review of the implementation and effectiveness of the Board Diversity Policy and found it to be properly implemented and effective[135] - Directors participated in continuous professional development activities, including reading regulatory updates and attending relevant trainings and seminars[133] - The Company's Board Diversity Policy includes measurable objectives such as gender, age, cultural background, and professional experience[135] - The Board's responsibilities are clearly segregated and have been set out in writing, approved in June 2005, and updated in April 2012 and January 2019[139] - All NEDs (including INEDs) were appointed for a specific term of two years commencing from 1st January, 2021, except for Mr. Jiang Guofang who was appointed on 22nd June, 2022 with no designated length of service[142] - The appointment of all remaining NEDs (including INEDs) has been renewed from 1st January, 2023[142] - At each AGM, one-third of the Directors shall retire from office by rotation, and every Director shall be subject to retirement by rotation at least once every three years[143] - The Company disclosed the year of appointment of Messrs. Francis J. Chang Chu Fai and Jin Hui Zhi in the 2022 Circular, but omitted the length of tenure of all long-serving INEDs due to misinterpretation of code provision B.2.4(a)[143] - The Company issued a supplemental announcement on 27th April, 2022 to disclose the length of tenure of all INEDs[143] - To comply with code provision B.2.4(b) of the CG Code, the Company appointed Mr. Jiang as an additional INED with effect from 22nd June, 2022[143] - The Board has adopted written terms of reference for corporate governance functions since April 2012, including policy development, compliance monitoring, and training for Directors and senior management[146] - The Board established various committees (Nomination, Remuneration, Audit, and Executive Committees) with specific written terms of reference, and their decisions are reported to the Board[146] - The Nomination Committee, established in March 2012, consists of six members, including five independent non-executive directors (INEDs) and one executive director[148] - The Nomination Committee has formulated a Nomination Policy to ensure the Board has a balance of skills, experience, and diversity appropriate for the company's business[148] - The company has a formal and transparent procedure for the selection, appointment, and re-appointment of Directors, managed by the Nomination Committee[148] - The Nomination Committee did not hold any meetings in 2022 and handled matters by way of circulation[150] - The Nomination Committee reviewed and recommended the re-election of retiring Directors at the 2022 and 2023 AGMs[150] - The Nomination Committee reviewed and recommended the extension of the Managing Director's retirement age under the employment contract[150] - The Nomination Committee reviewed and recommended the revised Board Diversity Policy and terms of reference to comply with the CG Code amendments effective from January 1, 2022[150] - The Nomination Committee reviewed and recommended the renewal of NEDs (including INEDs) appointments from January 1, 2023[150] - The Remuneration Committee consists of five members, all of whom are INEDs, and was established in June 2005[152] - The Remuneration Committee deviates from the CG Code by only making recommendations on Executive Directors' remuneration, not senior management[152] - The Remuneration Committee held one meeting in 2022, as required by its terms of reference[152] - The Remuneration Committee reviewed and recommended the revised policy and structure for the remuneration of Directors and terms of reference of the Remuneration Committee in compliance with the amendments to the CG Code effective from 1st January, 2022[154] - The Remuneration Committee reviewed the remuneration packages of all Executive Directors and NEDs (including INEDs) for the year ended 31st December, 2021[154] - The Remuneration Committee reviewed and recommended the bonus for the year ended 31st December, 2021 and the increment in salary for the year 2022 of the Executive Directors[154] - The Remuneration Committee reviewed and recommended the Directors' fee for the year 2022[154] - The Remuneration Committee reviewed and recommended the remuneration and the renewal of appointment of NEDs (including INEDs)[154] - The Audit Committee consists of six NEDs, five of whom are INEDs, and is chaired by an INED with appropriate professional qualifications or accounting or related financial management expertise[155] - The Audit Committee ensures the management has performed its duty to have effective risk management and internal control systems[155] - The Audit Committee ensures co-ordination between the internal and external auditors and that the internal audit function is adequately resourced and has appropriate standing within the listed company[155] - The Board considers that the Audit Committee shall recommend the policy on the engagement of the external auditors to supply non-audit services[155] - INEDs are not in an effective position to implement policy and follow up the same on a day-to-day basis[155] - Reviewed and approved the audit scope and fees for the 2021 Final Audit, 2022 Interim Review, and 2022 Final Audit[158] - Reviewed the audit completion report, independent review report, audit planning report, and final report from the external auditor for the 2021 Final Audit, 2022 Interim Review, and 2022 Final Audit[158] - Recommended the Board's approval for the financial reports for the year ended 31st December 2021, six months ended 30th June 2022, and year ended 31st December 2022[158] - Reviewed internal audit plans and internal audit review reports prepared by the Internal Audit Function[159] - Recommended the Board's approval for updated reports on resources, qualifications, and experience of staff in accounting, internal audit, and financial reporting functions, as well as ESG performance and reporting[159] - Recommended the Board's approval for revised policies on risk management, compliance, and internal control procedures to comply with the amended CG Code effective from 1st January 2022[159] - Recommended the Board's annual review/approval for revised Whistle Blower Policy, Procedures for the Identification and Monitoring of Connected Transactions, and Related Party Transaction Policies and Procedures[159] - Recommended the Board's annual review of the Group's risk management and internal control systems[159] - The Executive Committee is responsible for formulating and implementing policies for the Group's business activities, internal control, and administration, and for planning and deciding on business strategies within the overall strategy determined by the Board[161] - The Company Secretary, Ms. Cindy Yung Yee Mei, undertook over 15 hours of relevant professional training during the year to update her skills and knowledge[161] - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as its code of conduct, and all Directors confirmed compliance with the required standards[161] - The Directors acknowledge their responsibility for preparing the consolidated financial statements of the Group, adopting Hong Kong Financial Reporting Standards and ensuring the statements are prepared on a going concern basis[162] - The Board reviews annually the effectiveness of the Group's risk management and internal control systems, covering financial, operational, and compliance controls[162] - The Group's risk management and internal control systems are designed to provide reasonable assurance against material misstatement or loss and to assist in achieving the Group's objectives[162] - The company has established systems and procedures to identify, evaluate, and manage risks across different business activities, with annual assessments coordinated by the Internal Audit (IA) Function[165] - A principal subsidiary operates under independent risk management and internal control systems, providing assurance of compliance with the Corporate Governance (CG) Code[165] - The Internal Audit Function reports to the Chairman of the Board and the Audit Committee, conducting independent appraisals of the Group's risk management and internal control systems[165] - The company paid a total of HK$5,983,000 to its external auditor, with HK$5,040,000 for audit services and HK$943,000 for non-audit services[168] - The Board adopted a Policy on the Disclosure of Inside Information in January 2013 to ensure timely and fair dissemination of inside information to the public[165] - The 2022 AGM was held on 20th May, 2022, with the attendance record of the Directors detailed in the "The Board" section of the report[170] - Shareholders representing at least 5% of the total voting rights can request the Directors to convene an EGM by sending a written request to the Registered Office[170] - The Board adopted a new Articles of Association by special resolution at the 2022 AGM, allowing hybrid meetings and setting out related powers for the Board and chairman[171] - The Company's Dividend Policy, adopted in January 2019, aims to provide reasonable and sustainable returns to shareholders while maintaining financial stability[174] - The Board may declare or propose dividends annually, considering operating results, earnings, liquidity, and economic conditions, among other factors[174] - The Company regularly reviews and updates its corporate governance practices based on experience, regulatory changes, and shareholder feedback[174] - Revenue for the year was mainly derived from activities in the People's Republic of China (PRC)[175] - The Group's revenue and profit before taxation breakdown by principal activities are detailed in note 6 of the consolidated financial statements[175] - The Group's business and profitability growth were affected by the volatility and uncertainty of macroeconomic conditions in the PRC[177] - Financial risks include market risk, credit risk, and liquidity risk, with detailed discussions in note 43b of the consolidated financial statements[177] - Operational risks are mitigated through robust internal controls, clear lines of responsibility, and effective internal reporting[177] - The Group is committed to environmental sustainability, complying with local environmental protection laws and regulations[178] - Environmental policies include minimizing paper and electricity consumption, reducing waste, and promoting electronic communication[178] - The Group's environmental, social, and governance (ESG) performance is detailed in a separate ESG report available on the Stock Exchange and Company websites[178] - The Group did not issue any debentures or enter into equity-linked agreements during the year[182] - Bank loans and other borrowings repayable within one year or on demand are classified as current liabilities, with repayment details provided in notes 32 and 33 of the consolidated financial statements[185] - The Group complied with all applicable laws and regulations, with no material breaches reported during the year[181] Directors and Senior Management - The Board of Directors includes executive directors such as Song Zengbin and Patrick Lee Seng Wei, and independent non-executive directors like Francis J. Chang Chu Fai and Jiang Guofang, who was appointed on 22nd June 2022[185] - Song Zengbin, aged 68

Financial Performance - Total revenue for the year ended December 31, 2022, was HKD 5,087,025, an increase from HKD 2,574,680 in 2021, representing a growth of 97.5%[2] - Gross profit for 2022 reached HKD 2,233,793, compared to HKD 1,419,931 in 2021, reflecting a growth of 57.3%[2] - The net profit for the year was HKD 1,551,386, up from HKD 1,396,336 in 2021, indicating an increase of 11.1%[3] - Basic earnings per share for 2022 was HKD 1.04, compared to HKD 0.96 in 2021, marking a growth of 8.3%[3] - The profit before tax for 2022 was HKD 2,284,877,000, compared to HKD 2,622,843,000 in 2021, indicating a decrease of about 13%[12] - The profit attributable to shareholders for the year was HKD 1,528.6 million, up 7% from HKD 1,430.3 million in the previous year[27] Assets and Liabilities - The total assets as of December 31, 2022, amounted to HKD 31,410,056, slightly down from HKD 31,445,817 in 2021[5] - Total assets decreased to HKD 35,312,941 thousand in 2022 from HKD 36,227,045 thousand in 2021, a reduction of approximately 2.5%[6] - The total liabilities for 2022 were HKD 21,744,019,000, compared to HKD 18,980,755,000 in 2021, which is an increase of around 14.7%[12][13] - Current liabilities increased to HKD 13,935,306 thousand in 2022 from HKD 10,965,426 thousand in 2021, representing a growth of approximately 27%[6] - Interest-bearing loans decreased to HKD 1,480,793 thousand in 2022 from HKD 3,114,959 thousand in 2021, a reduction of approximately 52.5%[6] Equity and Shareholder Information - Total equity attributable to shareholders decreased to HKD 26,882,419 thousand in 2022 from HKD 27,595,359 thousand in 2021, reflecting a decline of approximately 2.6%[6] - The total equity attributable to shareholders as of December 31, 2022, was HKD 27,504,228,000, up from HKD 28,211,716,000 in 2021, reflecting a decrease of about 2.5%[12][13] - The board declared an interim dividend of HKD 0.25 per share for the fiscal year ending December 31, 2022, compared to HKD 0.20 per share in 2021[21] - The company will suspend share transfer registration from April 6, 2023, to April 11, 2023, to determine eligibility for the interim dividend[39] Operational Highlights - The company operates primarily in property development, property investment, and other operations, with significant revenue generated from the Chinese and Hong Kong markets[11] - The company completed property sales of HKD 2,528.5 million, primarily from residential projects in Jiangsu and Zhejiang provinces[27] - The total attributable registered sales for 2022 was 488,600 square meters, representing a 26% increase from 387,300 square meters in 2021[28] - The completed gross floor area was approximately 860,000 square meters, a 92% increase from 448,200 square meters in 2021[28] - The company successfully completed and delivered residential projects in Jiangsu and Zhejiang in 2022, contributing significantly to profit recognition for the year[5] Financial Strategy and Market Outlook - The company plans to focus on developing new digital cities in regions with sufficient manpower and marketing resources[28] - The company aims to increase project financing appropriately rather than over-leveraging equity to enhance capital returns[33] - The company remains confident in the long-term prospects of the real estate market in mainland China and Hong Kong despite short-term uncertainties[37] Governance and Compliance - The company has adopted new accounting standards effective from January 1, 2022, which did not have a significant impact on the financial statements for the year[10] - The audit committee reviewed the accounting policies and practices adopted by the group for the year ending December 31, 2022[44] - The consolidated financial statements for the year ending December 31, 2022, were approved by the board on March 21, 2023, with figures confirmed by Deloitte[45] - The company has updated the terms of reference for its remuneration and audit committees in accordance with the revised corporate governance code effective January 1, 2022[42] Employee and Market Conditions - As of December 31, 2022, the group employed 1,182 employees, a decrease from 1,329 in 2021[36] - The People's Bank of China lowered the one-year Loan Prime Rate by 15 basis points from 3.8% to 3.65% and the five-year Loan Prime Rate by 35 basis points from 4.65% to 4.30% to alleviate financial burdens in the real estate sector[37]

Financial Performance - Revenue for the six months ended June 30, 2022, was HK$912,475,000, an increase of 75.5% compared to HK$519,703,000 in the same period of 2021[24]. - Gross profit for the period was HK$529,741,000, representing a 72.1% increase from HK$307,209,000 in the previous year[24]. - Profit for the period attributable to owners of the Company was HK$420,245,000, up 14.8% from HK$366,052,000 in 2021[27]. - Basic earnings per share increased to HK$28.66, compared to HK$24.39 in the same period last year, reflecting a growth of 17.5%[27]. - Total comprehensive income for the period was HK$390,101,000, compared to HK$347,881,000 in the same period last year, reflecting an increase of 12.1%[27]. - Profit for the period increased to HK$390,101,000, up from HK$347,881,000, representing a growth of approximately 12.5%[29]. - Total comprehensive (expense) income for the period was HK$(870,746,000), compared to HK$451,784,000 in the previous year, indicating a significant decline[29]. Revenue Breakdown - The Group's revenue for the period was HK$912,475,000, with property development contributing HK$586,785,000, property investment HK$243,287,000, and other operations HK$82,403,000[78]. - Revenue from completed property sales was HK$586,785,000, a significant increase of 160% compared to HK$225,443,000 in the same period of 2021[71]. - Revenue from property management decreased to HK$54,414,000, down 9% from HK$60,119,000 year-on-year[71]. - Total revenue from contracts with customers reached HK$669,188,000, up 131% from HK$289,769,000 in the previous year[71]. - Lease revenue increased to HK$243,287,000, a slight rise of 6% compared to HK$229,934,000 in the same period last year[71]. Financial Position - Non-current assets totaled HK$31,660,474,000, slightly up from HK$31,445,817,000[30]. - Current liabilities increased to HK$10,217,463,000 from HK$10,965,426,000, showing a decrease of approximately 6.8%[32]. - Net current assets decreased to HK$3,353,405,000 from HK$4,781,228,000, reflecting a decline of about 29.9%[32]. - Equity attributable to owners of the Company was HK$26,860,444,000, down from HK$27,595,359,000, a decrease of approximately 2.7%[32]. - Interest-bearing borrowings decreased to HK$2,295,220,000 from HK$3,114,959,000, a reduction of about 26.2%[32]. Cash Flow and Financing - For the six months ended June 30, 2022, the net cash from operating activities was HK$283,971,000, compared to a net cash used in operating activities of HK$227,598,000 in the same period of 2021[55]. - The company reported a net decrease in cash and cash equivalents of HK$764,333,000, with cash and cash equivalents at the end of the period amounting to HK$2,797,388,000[57]. - New bank and other loans raised amounted to HK$263,089,000, a significant decrease from HK$1,311,203,000 in the previous year[57]. - The cash flow from financing activities showed a net cash used of HK$1,200,584,000, compared to a net cash used of HK$249,437,000 in 2021[57]. Impairment and Losses - The net impairment losses on loans and receivables were HK$635,000, a significant decrease from HK$30,422,000 in the same period of 2021[24]. - The fair value gain on investment properties was HK$23,220,000, down from HK$89,158,000, a decline of 74.0% year-on-year[24]. - The Company reported a net decrease in the fair value of investment properties of HK$68,843,000, compared to an increase of HK$200,682,000 in the previous year[24]. Shareholder Information - As of June 30, 2022, Allied Group Limited (AGL) held 745,269,096 shares, representing approximately 50.83% of the total issued shares[194]. - PIA Ltd held 263,518,570 shares, accounting for approximately 17.97% of the total issued shares[194]. - The total number of shares in issue as of June 30, 2022, is 1,466,069,491[11]. - The interests of AGL are held through its wholly-owned subsidiaries, indicating a strong control over the company[198]. Legal and Regulatory Matters - A legal claim for approximately HK$252,861,000 has been raised against the Group by a bank regarding unpaid loans and interest, with the case currently under appeal[136]. - The Group believes it has strong grounds against the claim, which is not expected to have a material effect on the financial statements[138]. - The bank has initiated legal proceedings against a joint venture of the Group for an outstanding loan and interest totaling approximately HK$252,861,000[138]. Market and Economic Conditions - The economic growth in Mainland China and Hong Kong has been impacted by strict measures to contain the Omicron variant and rising interest rates in the US and Europe[185]. - The Group remains confident in the long-term prospects of the property market in Mainland China and Hong Kong despite short-term uncertainties[186].

Financial Performance - The Group's revenue for the year ended December 31, 2021, was HK$2,574.7 million, an increase of 9% from HK$2,359.4 million in 2020[7]. - Profit attributable to owners of the Company amounted to HK$1,430.3 million, representing a significant increase of 131% from HK$618.0 million in 2020[7]. - Gross profit increased by HK$455.9 million, primarily due to revenue recognition from a residential project in Southern China[7]. - Earnings per share rose to HK$0.96, up from HK$0.41 in 2020[7]. - The net asset value per share attributable to owners of the Company was HK$18.82 at the end of 2021, compared to HK$17.10 in 2020[7]. - Revenue from property development increased from HK$1,740.2 million in 2020 to HK$1,884.8 million in 2021[38]. - Rental income rose from HK$477.4 million to HK$518.7 million, representing an increase of approximately 8.7%[42]. - Share of profit from associates was HK$2,029, compared to a loss of HK$68,545 in 2020[43]. - Share of profit from joint ventures increased from HK$365,076 to HK$444,411[43]. Dividends - An interim dividend of HK$0.20 per share was declared for the year ended December 31, 2021, consistent with the previous year's interim dividend[7]. - A special dividend of HK$0.95 per share amounting to HK$1,178.6 million was returned to shareholders following the reorganization[17]. - The Group declared an interim dividend of HK$0.20 per share for the year ended December 31, 2021, consistent with the previous year's interim dividend[175]. Sales and Construction - Total attributable registered sales for 2021 amounted to 387,300 m², a decrease of 5% from 2020[15]. - Total attributable gross floor area completed in 2021 was approximately 448,200 m², representing a 113% increase from the previous year[15]. - Total attributable gross floor area under construction at year-end 2021 was approximately 2,021,900 m², a 23% increase over 2020[15]. - The entire Phase 2 of the Tian An Cloud Park project, comprising approximately 599,400 m², is now completed and ready for sale or lease[15]. Landbank and Property Development - The Group has a total landbank of approximately 11,470,000 m², with 6,280,500 m² attributable to the Group, including 1,116,000 m² of completed investment properties and 5,164,500 m² under development[48]. - The land portfolio includes properties under development totaling 5,164,500 m², with significant portions located in Southern China (1,426,900 m²) and Eastern China (1,928,500 m²)[50]. - Completed investment properties total 1,116,000 m², with Southern China accounting for 414,900 m²[52]. - Major completed properties for sale include Huizhou Huiyang Tian An Sun Life City (approximately 63,300 m²) and Wuxi Tian An Manhattan (approximately 38,700 m²) as of December 31, 2021[48]. Financial Position and Borrowings - The Group's total bank balances and cash reserves were approximately HK$4,345.5 million as of December 31, 2021, down from HK$4,893.5 million in 2020[53]. - Total borrowings amounted to approximately HK$8,373.5 million as of December 31, 2021, an increase from HK$8,122.2 million in 2020[54]. - The gearing ratio of the Group was 14% as of December 31, 2021, compared to 12% in 2020[54]. - Approximately 56% of the Group's outstanding borrowings will mature within 2 years[55]. - The Group intends to obtain bank borrowings with reasonable pricing terms to maintain flexible cash flow for land acquisitions and project developments[55]. Corporate Governance - The company emphasizes high standards of corporate governance to enhance shareholder value[120]. - The board of directors consists of ten members, including four executive directors and four independent non-executive directors, ensuring a diverse governance structure[122]. - The Board's responsibilities include overall strategy, annual operating budget, and approval of Directors' appointments[129]. - The company adopted a board diversity policy in December 2013 to achieve balanced diversity at the Board[137]. - The roles of Chairman and Chief Executive are clearly separated, with Mr. Lee Seng Hui as Chairman and Mr. Patrick Lee Seng Wei as Chief Executive[138]. Risk Management - The Group's business and profitability growth were affected by the volatility and uncertainty of macroeconomic conditions in China, including policy changes and interest rate fluctuations[171]. - The Group's operational risk is mitigated through robust internal controls and clear lines of responsibility[171]. - The audit committee reviews risk-related policies and ensures effective risk management and internal control systems are in place[169]. - The Group has established systems and procedures to identify, evaluate, and manage risks associated with different business activities[161]. Strategic Initiatives - The Group plans to adjust the quality of its landbank through acquisitions and disposals to balance short-term returns and long-term capital appreciation[18]. - The Group aims to responsibly increase project leverage to enhance return on equity[18]. - The Group will focus on developing cyberparks and urban renewal projects, which are expected to be well-received by the government and local markets[18]. - The company is focused on maintaining strong governance practices, as evidenced by the detailed reporting of directors' interests and service contracts[197].