Financial Performance - Revenue for the six months ended June 30, 2022, was HKD 176,563,000, a decrease of 30.8% compared to HKD 255,091,000 in the same period of 2021[6] - Gross profit dropped significantly to HKD 5,014,000, down 96.2% from HKD 130,755,000 year-on-year[6] - The company reported a loss of HKD 477,216,000 for the period, compared to a profit of HKD 22,026,000 in the previous year[7] - Basic and diluted loss per share was HKD 129.6, a decline from earnings of HKD 2.9 in the same period last year[6] - The total comprehensive loss for the six months ended June 30, 2022, was HKD 364,955,000, compared to a total comprehensive income of HKD 20,546,000 for the same period in 2021[12] - The group reported a net loss of HKD 477,216,000 for the six months ended June 30, 2022, compared to a profit of HKD 22,026,000 for the same period in 2021[34] - The group recorded a loss attributable to shareholders of approximately HKD 317,413,000 for the reporting period, compared to a profit of approximately HKD 7,056,000 for the same period in 2021[74] Assets and Liabilities - Total assets decreased to HKD 3,107,641,000 as of June 30, 2022, down from HKD 4,750,128,000 at the end of 2021[9] - Non-current assets fell to HKD 2,019,172,000, a reduction of 24.6% from HKD 2,678,983,000[9] - Current liabilities increased to HKD 807,743,000, compared to HKD 887,895,000 in the previous year[10] - The company’s total equity attributable to owners decreased to HKD 675,963,000 as of June 30, 2022, from HKD 1,261,931,000 at the beginning of the year[12] - The group’s total liabilities as of June 30, 2022, were HKD 453,445,000, a decrease from HKD 583,126,000 as of December 31, 2021, reflecting a reduction of approximately 22.3%[35] Cash Flow and Liquidity - Cash and cash equivalents increased to HKD 59,257,000 from HKD 51,582,000, indicating improved liquidity[9] - The net cash flow from operating activities for the six months ended June 30, 2022, was HKD 21,318,000, a decrease of 88.2% compared to HKD 180,425,000 for the same period in 2021[15] - Cash and cash equivalents at the end of the period were HKD 59,257,000, down from HKD 94,976,000 at the end of June 2021[15] - The group’s cash and cash equivalents were approximately HKD 59,257,000 as of June 30, 2022, an increase from HKD 51,582,000 as of December 31, 2021[76] Investments and Property - The fair value of completed investment properties in China was HKD 1,764,525,000 as of June 30, 2022, down from HKD 2,394,190,000 at the end of 2021[24] - The group recognized a fair value loss on investment properties amounting to HKD 453,820,000 for the six months ended June 30, 2022, which was not present in the previous year[39] - The fair value of completed investment properties in China was HKD 1,764,525,000 as of June 30, 2022, down from HKD 2,394,190,000 as of December 31, 2021, reflecting a decrease of approximately 26.3%[26] Corporate Governance and Compliance - The company has complied with all provisions of the corporate governance code, except for the separation of the roles of Chairman and CEO, which remains unfilled[104] - The audit committee has reviewed the accounting principles and practices adopted by the group and discussed financial reporting matters, including the unaudited interim financial performance for the reporting period[109] Future Plans and Strategies - The company plans to focus on market expansion and new product development to recover from the current financial downturn[8] - The group plans to sell non-core assets to reserve more cash, reduce leverage and debt, and make prudent investments[73] - The group aims to reduce operating costs and lower debt to mitigate the impact of external instability[73] - The group will maintain a cautious yet optimistic outlook for further development despite potential unforeseen adverse developments[93] Legal Matters - The company has made a provision of approximately RMB 42,037,000 (approximately HKD 49,242,000) in its consolidated profit and loss for the six months ended June 30, 2022, related to a legal claim involving construction contract disputes[62] - The company is pursuing a legal case against Zhejiang Beishen Cultural Tourism Development Co., Ltd. for the return of a loan principal of RMB 30 million, with the case having been heard on July 7, 2022, but no judgment has been made yet[64] - The company is currently assessing a legal dispute involving a construction contract, which is not expected to have a significant adverse impact on the group's financial position[112] Shareholder Information - Major shareholders included Rhenfield Development Corp. with a 28.73% stake and 曾芷諾 with a 51.10% stake in the company as of June 30, 2022[99] - No dividends were declared or proposed for the six months ended June 30, 2022, consistent with the previous year[45] - No interim dividend was recommended for the reporting period, consistent with the previous year[96]

Financial Performance - The company's revenue for the year ended December 31, 2021, decreased significantly from approximately HKD 1,141,245,000 to about HKD 543,280,000, primarily due to the completion and delivery of residential units and serviced apartments in Shenzhen [10]. - The property sales accounted for approximately 93% of the total revenue for the year, while trade income and rental income contributed only about 4% and 2%, respectively [10]. - The company reported a loss of approximately HKD 377,947,000 for the year, compared to a profit of about HKD 91,481,000 in 2020, mainly due to decreased transaction volume in Shenzhen and increased fair value losses on investment properties [10]. - The loss attributable to shareholders was approximately HKD 200,397,000 (2020: profit of approximately HKD 111,817,000) [167]. - The group's investment properties were revalued, resulting in a loss of approximately HKD 264,035,000 (2020: loss of approximately HKD 127,982,000) [171]. - The company did not recommend the payment of a final dividend for the year (2020: none) [170]. Assets and Liabilities - As of December 31, 2021, the company's total current assets were approximately HKD 1,071,145,000, an increase from about HKD 623,534,000 in the previous year [13]. - The company's total liabilities decreased to approximately HKD 887,895,000 from about HKD 1,404,819,000 year-on-year [13]. - The company's gearing ratio and debt-to-equity ratio were relatively low, with a debt-to-equity ratio of approximately 65% as of December 31, 2021, compared to 55% in the previous year [15]. - As of December 31, 2021, the company's reserves included retained earnings of approximately HKD 140,281,000 (2020: approximately HKD 140,281,000) and accumulated losses of approximately HKD 168,036,000 (2020: approximately HKD 391,199,000) [169]. Business Strategy and Operations - The Shenzhen project has completed construction and is actively leasing and attracting tenants, with several major brands signing lease intentions [11]. - The company plans to focus on completing the leasing and operation of all its properties and optimizing its asset portfolio by selling non-core assets to reduce debt levels [11]. - The company is actively seeking diverse business opportunities and plans to acquire and incubate upstream and downstream enterprises to enhance cash flow [6]. - The company plans to continue expanding its existing business and exploring new business opportunities, including seeking acquisition deals to enter new markets [27]. - The group is actively diversifying financing channels to secure optimal financing costs and ensure project progress [152]. Corporate Governance - The company has a commitment to corporate governance, as evidenced by the qualifications of its board members [41][42]. - The company has adhered to all provisions of the corporate governance code as per the listing rules, except for the separation of the roles of Chairman and CEO, which remains unfilled [48]. - The board consists of seven members, with four executive directors and three independent non-executive directors, ensuring a balance of professional knowledge and experience [51]. - The board is responsible for approving and monitoring the overall strategy and policies of the group, as well as evaluating performance [51]. - The company has established a Nomination Committee to evaluate potential board candidates based on established criteria, ensuring they meet the necessary qualifications [96]. Risk Management - The board is responsible for maintaining an effective risk management and internal control system to protect the overall interests of the company and its shareholders [107]. - The management is responsible for identifying and continuously monitoring strategic, operational, financial, reporting, and compliance risks [112]. - The group has established a risk register to record identified risks and regularly assess the potential impact and likelihood of each major risk [122]. - An independent internal control consultant was appointed to conduct a review covering the period from January 1, 2021, to December 31, 2021 [123]. Employee and Director Information - The total employee cost for the year was approximately HKD 14,496,000, an increase from HKD 9,232,000 in 2020, with 106 employees as of December 31, 2021 [31]. - The company reported a monthly director's remuneration of HKD 41,800 for executive directors [36]. - The independent non-executive director, Mr. Xu, has over 20 years of experience in the marketing industry [41]. - The company has established a strong management team with diverse backgrounds in finance, operations, and real estate [39][45]. Share Capital and Options - The company's issued share capital was reduced to HKD 2,449,554.13, divided into 244,955,413 shares with a par value of HKD 0.01 each as of December 31, 2021 [19]. - The new convertible bonds issued amounted to HKD 99,757,011, with a conversion price of HKD 0.80 per share, potentially increasing the major shareholder's stake from approximately 28.92% to 52.90% [22]. - The company has adopted a share option scheme to incentivize and reward eligible individuals [183]. - The number of shares available for issuance under the share option plan is 24,495,541 shares, representing approximately 10% of the company's issued share capital [189].

Financial Performance - Revenue for the six months ended June 30, 2021, was HKD 255,091,000, a significant increase from HKD 1,187,000 in the same period of 2020, representing a growth of approximately 21,400%[6] - Gross profit for the same period was HKD 130,755,000, compared to HKD 843,000 in 2020, indicating a substantial increase in profitability[6] - Operating profit for the six months was HKD 83,805,000, a turnaround from an operating loss of HKD 19,801,000 in the previous year[6] - The net profit for the period was HKD 22,026,000, compared to a net loss of HKD 28,364,000 in 2020, marking a significant recovery[6] - Basic earnings per share for the period was HKD 2.9, compared to a loss of HKD 8.0 per share in the same period last year[6] - The company reported a total comprehensive income of HKD 45,420,000 for the period, compared to a loss of HKD 77,640,000 in the previous year[8] - The company reported a net profit of HKD 7,056,000 for the six months ended June 30, 2021, compared to a net loss of HKD 19,637,000 for the same period in 2020, marking a turnaround in performance[14] Assets and Liabilities - Total assets as of June 30, 2021, were HKD 4,253,554,000, compared to HKD 4,281,938,000 as of December 31, 2020[10] - Current assets increased to HKD 1,432,016,000 from HKD 623,534,000 at the end of 2020, reflecting improved liquidity[10] - Non-current assets decreased to HKD 2,821,538,000 from HKD 3,658,404,000, indicating a reduction in long-term investments[10] - The total liabilities as of June 30, 2021, were HKD 893,453,000, compared to HKD 782,265,000 as of December 31, 2020[36] - The group's total liabilities as of June 30, 2021, were approximately HKD 1,270,896,000, down from HKD 1,404,819,000 as of December 31, 2020[72] Cash Flow and Liquidity - The net cash flow from operating activities for the six months ended June 30, 2021, was HKD 180,425,000, compared to HKD 89,404,000 for the same period in 2020, representing an increase of approximately 102.3%[17] - The cash and cash equivalents at the end of the period increased to HKD 94,976,000 from HKD 83,755,000, reflecting a growth of approximately 13.4%[17] - As of June 30, 2021, the group's cash and cash equivalents amounted to approximately HKD 94,976,000, up from HKD 60,607,000 as of December 31, 2020[72] Shareholder Equity - The company’s equity attributable to owners increased to HKD 1,261,931,000 from HKD 1,243,136,000, showing a slight growth in shareholder value[11] - The total equity attributable to owners of the company as of June 30, 2021, was HKD 1,261,931,000, a decrease from HKD 1,131,319,000 as of June 30, 2020, reflecting a change of approximately 11.5%[14] - The total issued share capital as of June 30, 2021, is HKD 244,955,000, following a share consolidation and capital reduction[58] Debt and Financing - The company repaid interest-bearing borrowings amounting to HKD 102,497,000 during the six months ended June 30, 2021, compared to HKD 92,593,000 in the same period of 2020, representing an increase of approximately 10.3%[17] - The group's interest-bearing borrowings as of June 30, 2021, were approximately HKD 582,730,000, reduced from HKD 679,182,000 as of December 31, 2020[74] - The company's financial liabilities included convertible bonds valued at HKD 101,520,000 as of June 30, 2021, down from HKD 113,211,000 as of December 31, 2020, a decrease of approximately 10.3%[26] Corporate Governance - The company has complied with all corporate governance codes, except for the separation of the roles of Chairman and CEO, which is currently not fulfilled[101] - The audit committee has reviewed the financial reporting and accounting policies during the reporting period[104] - The company is committed to establishing good corporate governance practices and has made necessary adjustments in its board structure[101] Future Outlook and Strategy - The group is optimistic about the economic outlook in mainland China and is actively seeking opportunities for new project acquisitions while optimizing existing asset portfolios[68] - The Shenzhen project has received positive feedback after the residential units were delivered, and the commercial portion has begun leasing, contributing to long-term rental income and cash flow[68] - The company has no significant investments or acquisitions during the reporting period and plans to continue exploring business opportunities and potential mergers and acquisitions in 2021[88] Employee and Operational Metrics - The group employed 110 employees as of June 30, 2021, an increase of 25% from 88 employees as of December 31, 2020, with employee costs rising by 68% to HKD 6,920,000 due to increased administrative activities[86] Dividends and Shareholder Returns - The company did not declare any dividends for the six months ended June 30, 2021, consistent with the previous year[46] - The company did not recommend the distribution of an interim dividend for the reporting period[91]

Financial Performance - Revenue for the six months ended June 30, 2020, was HKD 1,187,000, a decrease of 31.7% compared to HKD 1,739,000 in the same period of 2019[15] - Gross profit for the period was HKD 843,000, down 51.6% from HKD 1,739,000 year-on-year[15] - Operating loss for the six months was HKD 19,801,000, an improvement from a loss of HKD 21,418,000 in the previous year[15] - The net loss attributable to the owners of the company was HKD 19,637,000, compared to HKD 17,478,000 in the same period last year, representing an increase of 6.6%[15] - Total comprehensive loss for the period amounted to HKD 77,640,000, significantly higher than HKD 20,191,000 in the previous year[16] - The company reported a basic loss per share of HKD 0.80, compared to HKD 0.71 in the same period of 2019[15] - The group reported a net loss of HKD 28,364,000 for the first half of 2020, compared to a net loss of HKD 21,622,000 in the same period of 2019[40] Financial Position - As of June 30, 2020, the group had net current liabilities of approximately HKD 935,491,000, indicating significant financial uncertainty[12] - Total assets less current liabilities decreased to HKD 2,559,760,000 from HKD 2,760,681,000 in the previous year, representing a decline of approximately 7.2%[19] - The company's cash and cash equivalents decreased to HKD 83,755,000 from HKD 164,134,000, a reduction of 49%[24] - The net current liabilities increased to HKD 935,491,000 compared to HKD 730,839,000 in the previous year, indicating a worsening liquidity position[19] - The company’s total equity decreased to HKD 2,011,960,000 from HKD 2,089,600,000, reflecting a decline of about 3.7%[19] - The company’s total liabilities increased to HKD 2,002,786,000 from HKD 1,821,535,000, representing an increase of about 9.9%[19] - The total current assets were approximately HKD 1,067,295,000, while total current liabilities were approximately HKD 2,002,786,000 as of June 30, 2020[70] Cash Flow and Costs - Operating cash flow for the period was HKD 89,404,000, down from HKD 233,209,000, a decline of approximately 61.7%[24] - Financing costs rose sharply to HKD 8,180,000 from HKD 1,370,000, reflecting increased borrowing costs[15] - Employee costs for the reporting period were approximately HKD 4,122,000, reflecting a 1% increase compared to HKD 4,065,000 for the same period last year[84] Assets and Liabilities - The company’s trade payables and other payables increased to HKD 1,344,926,000 from HKD 1,215,607,000, an increase of approximately 10.6%[19] - The company’s non-current assets remained relatively stable at HKD 3,495,251,000 compared to HKD 3,491,520,000 in the previous year[18] - The fair value of convertible bonds decreased to HKD 110,976,000 as of June 30, 2020, from HKD 108,046,000 as of December 31, 2019, reflecting a loss of HKD 54,000 due to fair value changes[58] Corporate Governance - The company has complied with all corporate governance codes except for the separation of the roles of Chairman and CEO, which remains unfilled[106] - The Audit Committee was established on August 4, 1999, and its latest terms of reference were adopted on January 1, 2019[109] - As of June 30, 2020, the Audit Committee consists of three independent non-executive directors[109] - The Remuneration Committee was established on September 26, 2005, with its latest terms of reference adopted on March 28, 2012[111] - As of June 30, 2020, the Remuneration Committee includes one executive director and three independent non-executive directors[111] - The Nomination Committee was established on March 28, 2012, and its terms of reference were revised on September 1, 2013[113] - As of June 30, 2020, the Nomination Committee comprises one executive director and two independent non-executive directors[113] - The Corporate Governance Committee was established on March 28, 2012, and its latest terms of reference were adopted on the same date[114] - As of June 30, 2020, the Corporate Governance Committee consists of one executive director and two independent non-executive directors[114] Future Outlook - The group plans to actively seek and acquire new projects while optimizing its existing asset portfolio to increase rental income[67] - The group remains optimistic about the mainland Chinese economy and market, despite uncertainties in the international capital market[67] - The company is actively seeking acquisition opportunities to expand into new markets and diversify revenue streams beyond real estate development[91]

（於百慕達註冊成立之有限公司） （股份代號：115） 年報 Grand Field Group Holdings Limited (Incorporated in Bermuda with limited liability) (Stock Code: 115) 鈞濠集團有限公司 二零一九年年報 目錄 | 公司資料 | 2 | | --- | --- | | 主席報告 | 3 | | 管理層討論與分析 | 4 | | 董事簡歷 | 10 | | 企業管治報告 | 15 | | 董事會報告書 | 37 | | 環境、社會及管治報告 | 53 | | 獨立核數師報告書 | 72 | | 綜合收益表 | 76 | | 綜合全面收益表 | 77 | | 綜合財務狀況表 | 78 | | 綜合權益變動表 | 80 | | 綜合現金流量表 | 81 | | 綜合財務報表附註 | 83 | | 五年財務概要 | 162 | | 主要發展中物業 | 163 | | 主要已完成投資物業 | 164 | 1 目錄 鈞濠集團有限公司 二零一九年年報 公司資料 執行董事 馬學綿先生 （主席） 郭小彬先生 周桂華女士 郭小華女士 獨立 ...

Financial Performance - Revenue for the six months ended June 30, 2019, was HKD 1,739,000, an increase of 51.3% compared to HKD 1,149,000 in the same period of 2018[7] - Gross profit for the same period was HKD 1,739,000, up from HKD 1,143,000, reflecting a significant improvement in operational efficiency[7] - Operating loss increased to HKD 21,418,000 from HKD 9,659,000 year-over-year, indicating challenges in managing costs[7] - The total comprehensive loss for the period was HKD 20,191,000, compared to HKD 35,391,000 in the previous year, showing a reduction in overall losses[8] - The company reported a loss attributable to owners of the company of HKD 17,478,000, compared to HKD 12,478,000 in the previous year, highlighting ongoing financial pressures[7] - Total comprehensive loss for the period was HKD 16,305,000, with a loss attributable to owners of the company of HKD 12,478,000 for the six months ended June 30, 2019[13] - The group recorded a loss attributable to the owners of approximately HKD 17,478,000, an increase of about HKD 5,000,000 compared to the previous year, primarily due to increased sales and distribution costs, administrative expenses, and financing costs related to the Shenzhen project[67] Assets and Liabilities - Non-current assets totaled HKD 3,601,457,000 as of June 30, 2019, compared to HKD 3,360,007,000 at the end of 2018, indicating growth in asset base[10] - Current liabilities increased significantly to HKD 1,055,044,000 from HKD 812,938,000, reflecting increased operational financing needs[10] - The net asset value stood at HKD 2,257,686,000, slightly down from HKD 2,277,877,000 at the end of 2018, indicating a stable equity position despite losses[11] - The company had a net current liability of approximately HKD 153,814,000 as of June 30, 2019[17] - Total assets as of June 30, 2019, amounted to HKD 4,284,230,000, up from HKD 3,914,370,000 as of December 31, 2018[40] - The group's total assets were approximately HKD 4,502,687,000 as of June 30, 2019, compared to HKD 4,161,138,000 as of December 31, 2018[69] - The total current liabilities amounted to approximately HKD 1,055,044,000, up from HKD 812,938,000 as of December 31, 2018[69] Cash Flow - Cash and cash equivalents decreased to HKD 39,066,000 from HKD 127,652,000, indicating liquidity challenges[10] - The company reported a net cash inflow from operating activities of HKD 233,209,000 for the six months ended June 30, 2019, compared to a cash outflow of HKD 52,326,000 in the same period of 2018[15] - The company incurred a net cash outflow from investing activities of HKD 173,482,000 for the six months ended June 30, 2019, compared to HKD 78,830,000 in the same period of 2018[15] - The company recorded a decrease in cash and cash equivalents of HKD 95,184,000 for the six months ended June 30, 2019, compared to an increase of HKD 13,532,000 in the same period of 2018[15] - The group has cash and cash equivalents of approximately HKD 39,066,000 as of June 30, 2019, down from approximately HKD 127,652,000 as of December 31, 2018[68] Market and Project Developments - The company has plans for market expansion and new product development, although specific details were not disclosed in the report[12] - The Shenzhen project has achieved a pre-sale certificate, with 40% of the residential sales area already sold, and the commercial section is currently in the leasing phase with several brand tenants signing letters of intent[65] - The group is confident that the Shenzhen and Xuzhou projects will provide long-term and stable cash flow income[65] - The Xuzhou project has commenced renovations for its mall and hotel sections, expected to start operations in early next year, diversifying the group's property market risks[65] - The group anticipates the completion of the Shenzhen project by the end of 2019 and the completion of property acceptance in 2020[65] - The group is actively expanding its market presence beyond Shenzhen, particularly in the Guangdong-Hong Kong-Macao Greater Bay Area[65] Share Capital and Equity - The company issued new shares resulting in an increase of HKD 18,964,000 in equity during the reporting period[15] - The group issued 816,518,044 shares at a subscription price of HKD 0.12 per share during the public offering, increasing the issued capital by approximately HKD 81,651,000[57] - The company did not declare any dividends for the six months ended June 30, 2019, consistent with the same period in 2018[47] - The company’s total equity as of June 30, 2019, was HKD 2,257,686,000, reflecting an increase from HKD 2,277,877,000 as of January 1, 2019[13] Governance and Compliance - The audit committee, consisting of three independent non-executive directors, oversees the integrity of the company's financial reports and internal controls[105] - The remuneration committee is responsible for recommending the remuneration policy for all directors and senior management, ensuring transparency in the process[107] - The company has complied with all corporate governance codes except for the separation of the roles of chairman and CEO, which remains unfilled[102] - The company has established a standard code for securities trading and is not aware of any non-compliance during the reporting period[104] - The Corporate Governance Committee, also established on March 28, 2012, is responsible for reviewing and supervising the group's compliance with legal and regulatory policies[112] Employee and Operational Costs - The company incurred a total employee cost of HKD 4,065,000 for the six months ended June 30, 2019, an increase from HKD 3,631,000 in the same period of 2018[44] - Employee costs increased by 12% to approximately HKD 4,065,000 as of June 30, 2019, compared to HKD 3,631,000 for the same period in 2018[84] - The group employed 83 staff as of June 30, 2019, an increase from 54 staff as of June 30, 2018[84] Share Options and Holdings - The company has adopted a share option scheme on June 21, 2016, allowing eligible individuals to be granted options to subscribe for shares[97] - The total number of stock options granted during the reporting period was 187,034,535, with 93,741,564 exercised and 93,292,971 remaining[98] - The total number of stock options that lapsed during the reporting period was 47,178,001[98] - The company has not repurchased, sold, redeemed, or canceled any of its listed securities during the reporting period[101]

Financial Performance - The group's revenue for the year ended December 31, 2018, decreased to approximately HKD 68,019,000 from about HKD 178,575,000 in the previous year, primarily due to the sale of 90% of a property development right[11]. - The net profit for the year was approximately HKD 352,722,000, an increase of about HKD 120,760,000 compared to HKD 231,962,000 in the previous year, mainly driven by fair value gains from the Shenzhen project[11]. - The profit attributable to the company's owners increased by approximately 51% to about HKD 193,255,000 for the year[11]. - The group's profit attributable to shareholders was approximately HKD 203,891,000, an increase from HKD 127,979,000 in the previous year[177]. - The revaluation of investment properties resulted in a profit of approximately HKD 503,575,000, compared to HKD 330,540,000 in the previous year[181]. Assets and Liabilities - As of December 31, 2018, the group's cash and cash equivalents amounted to approximately HKD 127,652,000, a significant increase from HKD 5,902,000 at the end of 2017[15]. - The total current assets as of December 31, 2018, were approximately HKD 801,131,000, compared to HKD 251,021,000 at the end of 2017[15]. - The total assets amounted to approximately HKD 4,161,138,000 as of December 31, 2018, up from HKD 2,609,262,000 in the previous year[15]. - The group's interest-bearing borrowings totaled approximately HKD 1,011,906,000 as of December 31, 2018, compared to HKD 48,420,000 at the end of 2017[15]. - The asset-liability ratio (current liabilities to equity) was approximately 66% as of December 31, 2018, compared to about 32% at the end of 2017[16]. Projects and Future Plans - The residential portion of the Shenzhen project received pre-sale approval in December 2018, with expected significant revenue generation in 2019[6]. - The Xuzhou project has been completed and is expected to commence operations by the end of 2019, providing long-term and stable cash flow for the group[12]. - In 2019, the company plans to focus on expanding existing businesses and exploring new business opportunities, while actively seeking acquisition deals to enter new markets[26]. Corporate Governance - The company has committed to establishing good corporate governance practices and has complied with all provisions of the corporate governance code, except for the separation of the roles of Chairman and CEO[62]. - The board consists of eight members, including four executive directors, one non-executive director, and three independent non-executive directors, ensuring a balanced mix of professional knowledge and experience[66]. - The company held a total of seven board meetings and one shareholders' meeting during the year, with all executive directors attending all meetings[71]. - The company confirmed that all directors participated in continuous professional development to enhance their knowledge and skills[74]. - The remuneration committee held one meeting during the year to review the remuneration of directors and senior management[82]. Risk Management - The board is responsible for maintaining an effective risk management and internal control system to protect the interests of the company and its shareholders[118]. - The risk management framework includes a risk management structure and procedures to identify, assess, and monitor risks[119]. - Management is tasked with identifying and continuously monitoring strategic, operational, financial, reporting, and compliance risks[123]. - The group has established policies and guidelines to ensure orderly and efficient business operations, safeguarding assets, and compliance with applicable laws[124]. - An independent internal control consultant is engaged to review the risk management procedures and the effectiveness of the internal control system[126]. Employee and Director Remuneration - The total employee cost for the year was approximately HKD 8,958,000, an increase of 21% from HKD 7,397,000 in 2017, with 77 employees as of December 31, 2018[39]. - The company reported a monthly director's remuneration of HKD 60,000 for the Executive Director Ma Xuemian[42]. - The Executive Director Guo Xiaobin has a monthly remuneration of HKD 41,800[46]. - The Executive Director Zhou Guihua also receives a monthly remuneration of HKD 41,800[49]. - The Executive Director Guo Xiaohua has a monthly remuneration of HKD 41,800[50]. Shareholder Engagement and Dividend Policy - The company has established multiple formal communication channels to engage with shareholders and investors, including publishing interim and annual reports[146]. - The dividend policy was adopted by the board and will take effect from January 1, 2019, aiming to balance shareholder interests with prudent capital management[151]. - Any proposed final dividend must be approved by shareholders at the annual general meeting and cannot exceed the amount recommended by the board[154]. - The board is committed to regularly reviewing and reassessing the effectiveness of the dividend policy[154]. - Shareholders have the statutory right to convene special meetings and propose matters for consideration, provided they hold at least 10% of the voting shares[147]. Stock Option Plan - The company has a stock option plan adopted on June 21, 2016, aimed at incentivizing selected eligible individuals to enhance performance and efficiency[192]. - The total number of outstanding stock options that can be issued under the stock option plan is capped at 10% of the total issued shares as of the approval date[195]. - As of the report date, the total number of unexercised stock options under the old and current stock option plans that can be issued upon exercise is 187,034,535 shares, representing approximately 7.6% of the company's total issued shares[198]. - The stock option plan is valid for ten years from the adoption date, expiring on June 20, 2026[199]. - The exercise price for stock options will be determined at the discretion of the board, but must not be lower than the highest of the closing price on the grant date or the average closing price over the five trading days preceding the grant date[194].