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长城环亚控股(00583) - 2021 - 中期财报
2021-09-27 08:30
[Corporate Information](index=2&type=section&id=CORPORATE%20INFORMATION) This section outlines the company's fundamental corporate information, including board members, committee structures, and key personnel appointments - This section details the company's fundamental information, including board and committee compositions, key administrative contacts, and significant personnel changes such as the appointment of **Mr. Wang Hai** and **Mr. Yu Xianqing** as Executive and Non-executive Directors on August 20, 2021[3](index=3&type=chunk)[4](index=4&type=chunk)[6](index=6&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=MANAGEMENT%20DISCUSSION%20AND%20ANALYSIS) This section provides a comprehensive analysis of the Group's financial performance, business operations, and future outlook [Operating Results of the Group](index=6&type=section&id=Operating%20Results%20of%20the%20Group) The Group achieved a significant turnaround in the first half of 2021, reporting substantial profit attributable to owners primarily due to fair value gains on investment properties and increased share of associate profits Condensed Consolidated Operating Results for H1 2021 | Indicator (million HKD) | H1 2021 | H1 2020 | Change Percentage | | :--- | :--- | :--- | :--- | | **Revenue** | 52.4 | 67.9 | (22.8%) | | **Operating Profit/(Loss)** | 51.4 | (51.6) | ** | | **Profit/(Loss) Before Income Tax** | 413.4 | (216.7) | ** | | **Profit/(Loss) for the Period** | 412.3 | (219.7) | ** | | **Profit/(Loss) Attributable to Owners of the Company** | 412.3 | (219.7) | ** | | **Earnings/(Loss) Per Share (HK cents)** | 26.3 | (14.0) | ** | - Key drivers for the turnaround include a **fair value gain on investment properties of HKD 35.2 million**, compared to a **loss of HKD 84.6 million** in the prior period, and a **share of profit from associates of HKD 435.4 million**, compared to a **loss of HKD 82.4 million** in the prior period[12](index=12&type=chunk)[15](index=15&type=chunk) [Business Review](index=7&type=section&id=Business%20Review) The Group's excellent performance in the first half of 2021 was primarily driven by the property investment segment, while financial services revenue declined due to expiring agreements and market volatility - The Group's core businesses are divided into **property investment** and **financial services** segments[18](index=18&type=chunk) - The property investment segment was the primary contributor to the period's performance, maintaining a stable and diversified investment portfolio[19](index=19&type=chunk) - Financial services segment revenue decreased year-on-year, mainly due to the expiration of an asset management agreement with an intermediate holding company and financial market volatility[26](index=26&type=chunk) [Financial Review by Operating Segments](index=9&type=section&id=Financial%20Review%20by%20Operating%20Segments) This section reviews the financial performance of the property investment and financial services segments, highlighting the significant contribution from the investment in associate Everwell City Limited [Property Investment](index=10&type=section&id=Property%20Investment) The property investment segment showed robust performance in H1 2021, with increased revenue and a significant turnaround in fair value gains on investment properties, leading to substantial profit attributable to owners Property Investment Segment Financial Performance | Indicator (million HKD) | H1 2021 | H1 2020 | Change Percentage | | :--- | :--- | :--- | :--- | | **Revenue** | 52.4 | 51.1 | 2.5% | | **Adjusted Operating Profit** | 14.6 | 23.8 | (38.7%) | | **Fair Value Gain/(Loss) on Investment Properties** | 35.2 | (84.6) | ** | | **Profit/(Loss) Attributable to Owners of the Company** | 49.0 | (71.7) | ** | - The fair value of investment properties turned from loss to gain, primarily due to the gradual recovery of the Hong Kong property market since the COVID-19 outbreak in early 2020[44](index=44&type=chunk)[45](index=45&type=chunk) [Financial Services](index=12&type=section&id=Financial%20Services) The financial services segment recorded no revenue in H1 2021, a 100% decrease year-on-year, primarily due to the expiration of an asset management agreement and fewer corporate finance service projects Financial Services Segment Financial Performance | Indicator (million HKD) | H1 2021 | H1 2020 | Change Percentage | | :--- | :--- | :--- | :--- | | **Revenue** | – | 16.8 | (100%) | | **Adjusted Operating (Loss)/Profit** | (3.0) | 3.8 | ** | | **(Loss)/Profit Attributable to Owners of the Company** | (3.0) | 2.7 | ** | - The **100% revenue decrease** was primarily due to the expiration of an asset management agreement with an intermediate holding company in October 2020 and a reduction in corporate finance service projects[52](index=52&type=chunk) [Significant Investment in an Associate](index=13&type=section&id=Significant%20Investment%20in%20an%20Associate) The Group's significant investment in Everwell City Limited, a joint venture with 16 commercial properties in Hong Kong, contributed substantial profit in H1 2021 due to fair value revaluation gains - The Group holds a **35.78% equity interest** in Everwell City Limited, a joint venture that owns **16 commercial properties and shopping centers** in Hong Kong[55](index=55&type=chunk) Key Data for Investment in Associate | Indicator | June 30, 2021 | June 30, 2020 | | :--- | :--- | :--- | | **Fair Value of Investment (billion HKD)** | 4.2991 | 3.7236 | | **Proportion of Total Assets** | 51.7% | 47.3% | | **Share of Profit/(Loss) (million HKD)** | 435.5 | (83.3) | [Liquidity and Capital Resources](index=14&type=section&id=Liquidity%20and%20Capital%20Resources) The Group maintains a robust financial position with increased cash and equity, a reduced gearing ratio, and no outstanding bank borrowings or asset pledges after full repayment Financial Position Summary | Indicator (million HKD) | June 30, 2021 | December 31, 2020 | Change Percentage | | :--- | :--- | :--- | :--- | | **Cash and Bank Balances** | 229.4 | 212.5 | 8.0% | | **Equity Attributable to Owners** | 3,053.2 | 2,640.7 | 15.6% | | **Current Ratio** | 0.27 | 0.25 | 8.0% | | **Gearing Ratio** | 59.7% | 63.2% | (5.5%) | - As of June 30, 2021, the Group had **no outstanding bank borrowings**, compared to **HKD 901 million** at the end of 2020, with unutilized bank facilities of approximately **HKD 1,036.7 million**[61](index=61&type=chunk)[62](index=62&type=chunk) - Following the repayment of mortgage loans in February 2021, the Group had **no assets pledged** as of June 30, 2021[66](index=66&type=chunk)[67](index=67&type=chunk) - Net cash from operating activities was **HKD 22.3 million**, a year-on-year decrease primarily due to lower revenue; net cash from investing activities was **HKD 5.4 million**, mainly from the release of restricted cash; and net cash used in financing activities was **HKD 11.0 million**, a decrease primarily due to lower interest expenses after mortgage repayment[68](index=68&type=chunk)[70](index=70&type=chunk)[74](index=74&type=chunk) [Employees and Remuneration Policy](index=16&type=section&id=Employees%20and%20Remuneration%20Policy) The Group's employee count slightly decreased to 18 as of June 30, 2021, with a remuneration policy designed to attract and retain talent while aligning with business strategy and shareholder interests - As of June 30, 2021, the Group's total number of employees was **18**[75](index=75&type=chunk) [Interim Dividend](index=16&type=section&id=Interim%20Dividend) The Board resolved not to declare any interim dividend for the six months ended June 30, 2021, consistent with the prior period - The Board resolved **not to declare** an interim dividend for 2021[78](index=78&type=chunk) [Outlook](index=17&type=section&id=Outlook) Management is optimistic about Hong Kong's economic recovery and the Group's stable financial position, planning to leverage Greater Bay Area opportunities and synergies with its controlling shareholder to expand domestic business - Management is optimistic about Hong Kong's economic recovery and believes the Group's investment properties will continue to provide stable income[88](index=88&type=chunk) - Future strategic focus includes capitalizing on Greater Bay Area development opportunities and strengthening synergies with controlling shareholder China Great Wall Asset Management to expand domestic business[89](index=89&type=chunk) [Corporate Governance](index=17&type=section&id=CORPORATE%20GOVERNANCE) This section details the company's adherence to corporate governance standards, including practices, committee structures, and significant board changes [Corporate Governance Practices](index=18&type=section&id=Corporate%20Governance%20Practices) The company largely complied with the Corporate Governance Code during the reporting period, with one deviation related to committee members' attendance at the AGM due to COVID-19 regulations - The company complied with most provisions of the **Corporate Governance Code** during the reporting period[95](index=95&type=chunk) - One deviation occurred as the Audit Committee Chairman and members were unable to attend the Annual General Meeting due to pandemic-related regulations, violating Code Provision E.1.2[96](index=96&type=chunk) [Board Committees](index=19&type=section&id=Board%20Committees) The company maintains Audit, Remuneration, and Nomination Committees, with the Audit Committee reviewing financial information and the latter two having independent non-executive director majorities - The Audit Committee reviewed the interim financial report and found its preparation to be in compliance with applicable accounting standards and Listing Rules requirements[103](index=103&type=chunk) - The Remuneration Committee and Nomination Committee both have a majority of independent non-executive directors, meeting corporate governance requirements[104](index=104&type=chunk)[106](index=106&type=chunk) [Directors' Information and Changes](index=21&type=section&id=Directors'%20Information%20and%20Changes) This section discloses significant changes in the Board of Directors during and up to the latest practicable date, including resignations and new appointments for executive and non-executive roles - Several significant personnel changes occurred on the Board between July and August 2021, including changes in Executive Directors, Non-executive Directors, and the Chairman of the Board[119](index=119&type=chunk)[121](index=121&type=chunk) [Interests of Substantial Shareholders](index=26&type=section&id=Interests%20of%20Substantial%20Shareholders) As of June 30, 2021, China Great Wall Asset Management Co, Ltd and Central Huijin Investment Ltd were the company's substantial shareholders, holding 74.89% and 9.89% of the issued share capital respectively Substantial Shareholders' Holdings (June 30, 2021) | Name of Substantial Shareholder | Number of Ordinary Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | | **China Great Wall Asset Management Co, Ltd** | 1,174,018,094 (L) | 74.89% | | **Central Huijin Investment Ltd** | 155,000,000 (L) | 9.89% | [Report on Review of Condensed Consolidated Interim Financial Statements](index=27&type=section&id=REPORT%20ON%20REVIEW%20OF%20CONDENSED%20CONSOLIDATED%20INTERIM%20FINANCIAL%20STATEMENTS) The auditor, BDO Limited, provided an unmodified review conclusion on the Group's condensed consolidated interim financial statements, confirming their preparation in accordance with HKAS 34 - The auditor, **BDO Limited**, has reviewed the Group's condensed consolidated interim financial statements in accordance with Hong Kong Standard on Review Engagements 2410[155](index=155&type=chunk) - The review concluded that nothing has come to the auditor's attention that causes them to believe the condensed consolidated interim financial statements are not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting", representing an **unmodified review conclusion**[156](index=156&type=chunk)[160](index=160&type=chunk) [Condensed Consolidated Interim Financial Information](index=29&type=section&id=CONDENSED%20CONSOLIDATED%20INTERIM%20FINANCIAL%20INFORMATION) This section presents the Group's key financial statements, including the balance sheet, comprehensive income statement, and cash flow statement, reflecting its financial position and performance [Condensed Consolidated Balance Sheet](index=30&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEET) As of June 30, 2021, the Group's total assets increased to HKD 8.323 billion, with total liabilities at HKD 5.270 billion and total equity rising to HKD 3.053 billion, primarily driven by increased investment in associates Balance Sheet Key Items (million HKD) | Item | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Total Assets** | 8,323.4 | 7,838.8 | | **Total Liabilities** | 5,270.2 | 5,198.1 | | **Total Equity** | 3,053.2 | 2,640.7 | [Condensed Consolidated Statement of Comprehensive Income](index=31&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20COMPREHENSIVE%20INCOME) In H1 2021, the Group's revenue decreased by 22.8% to HKD 52.39 million, but it successfully turned a prior-period loss into a profit of HKD 412.3 million, driven by fair value gains on investment properties and increased share of associate profits Condensed Consolidated Statement of Comprehensive Income Key Items (thousand HKD) | Item | H1 2021 | H1 2020 | | :--- | :--- | :--- | | **Revenue** | 52,392 | 67,932 | | **Operating Profit/(Loss)** | 51,396 | (51,554) | | **Profit/(Loss) for the Period** | 412,293 | (219,751) | | **Basic Earnings/(Loss) Per Share** | 26.30 HK cents | (14.02) HK cents | [Condensed Consolidated Statement of Cash Flows](index=33&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20CASH%20FLOWS) In H1 2021, the Group generated net cash from operating activities of HKD 22.27 million and from investing activities of HKD 5.42 million, while using HKD 10.98 million in financing activities, resulting in a net cash increase of HKD 16.71 million Cash Flow Statement Summary (thousand HKD) | Item | H1 2021 | H1 2020 | | :--- | :--- | :--- | | **Net Cash Generated from Operating Activities** | 22,266 | 36,591 | | **Net Cash Generated from/(Used in) Investing Activities** | 5,420 | (884) | | **Net Cash Used in Financing Activities** | (10,981) | (18,799) | | **Net Increase in Cash and Cash Equivalents** | 16,705 | 16,908 | [Notes to the Condensed Consolidated Interim Financial Information](index=33&type=section&id=NOTES%20TO%20THE%20CONDENSED%20CONSOLIDATED%20INTERIM%20FINANCIAL%20INFORMATION) This section provides detailed notes to the interim financial statements, offering further insights into revenue, segment performance, investment properties, investments in associates, and financing activities [2. Revenue and Segment Information](index=35&type=section&id=2.%20Revenue%20and%20segment%20information) This note details revenue and profit/loss for the property investment and financial services segments, showing property investment as the sole revenue contributor with a net profit, while financial services recorded a net loss H1 2021 Segment Results (thousand HKD) | Segment | Revenue from External Customers | Net Profit/(Loss) for Reportable Segment | | :--- | :--- | :--- | | **Property Investment** | 52,392 | 49,024 | | **Financial Services** | – | (3,005) | [4. Investment Properties](index=40&type=section&id=4.%20Investment%20properties) As of June 30, 2021, investment properties were valued at HKD 3.2195 billion, recording a fair value gain in H1 2021, reversing the prior year's loss, based on independent professional valuations - In H1 2021, investment properties recorded a **fair value gain of HKD 35,246,000**, compared to a **fair value loss of HKD 170,576,000** for the full year 2020[190](index=190&type=chunk) [5. Investment in Associates](index=41&type=section&id=5.%20Investment%20in%20associates) The carrying value of the Group's investment in associates increased to HKD 4.30 billion, primarily due to a significant share of profit from associates, predominantly contributed by Everwell City Limited - Key associate **Everwell City Limited** achieved **revenue of HKD 521 million** and **profit of HKD 1.217 billion** in H1 2021[207](index=207&type=chunk) - The Group's share of Everwell City's net profit was **HKD 435.5 million**, based on its **35.78% equity interest**[210](index=210&type=chunk) [10. Loans from an Intermediate Holding Company](index=47&type=section&id=10.%20Loans%20from%20an%20intermediate%20holding%20company) As of June 30, 2021, the Group had two HKD-denominated loans from its intermediate holding company, Great Wall International, totaling HKD 3.848 billion for associate investment and HKD 902 million for bank loan repayment, both bearing HIBOR-plus interest - During the period, the Group obtained a **new loan of HKD 901.7 million** from its intermediate holding company to fully repay bank borrowings[231](index=231&type=chunk) [11. Bank Borrowing](index=48&type=section&id=11.%20Bank%20borrowing) The Group fully repaid all bank loans in February 2021, resulting in a zero balance as of June 30, 2021, with approximately HKD 1.037 billion in unutilized bank facilities - Bank loans were **fully repaid in February 2021**, resulting in a **zero balance** at period-end[234](index=234&type=chunk) [Glossary](index=54&type=section&id=GLOSSARY) This section defines key terms used throughout the report, such as "Board," "Company," "Corporate Governance Code," and "Controlling Shareholder," ensuring consistent reader understanding - This section defines key terms used in the report, such as "**Board**," "**Company**," "**Corporate Governance Code**," and "**Controlling Shareholder**," to ensure consistent reader understanding[275](index=275&type=chunk)[281](index=281&type=chunk)
长城环亚控股(00583) - 2020 - 年度财报
2021-04-28 09:29
Financial Performance - For the year ended December 31, 2020, the Group recorded total revenue of approximately HK$130.2 million[9]. - The consolidated net loss attributable to Shareholders was approximately HK$319.6 million, including a fair value loss on investment properties of approximately HK$170.6 million[9]. - Excluding exceptional items, the consolidated net loss attributable to Shareholders amounted to approximately HK$149.0 million, a year-on-year decrease of 146.9% compared to a net profit of HK$317.8 million in 2019[10]. - The significant decrease in share of profits of associates was approximately HK$57.5 million in 2020, representing a decrease of 87% compared to HK$427.4 million in 2019[10]. - Loss per share was HK20.4 cents in 2020, based on a weighted average of 1,567,745,596 shares in issue, compared to earnings per share of HK31.1 cents in 2019[10]. - The Group recorded total revenue of approximately HK$130.2 million for the year ended December 31, 2020, with a consolidated net loss attributable to shareholders of approximately HK$319.6 million, including an investment property fair value loss of approximately HK$170.6 million[13]. - Excluding special items, the consolidated net loss attributable to shareholders for the year was approximately HK$149.0 million, a decrease of about 146.9% compared to a consolidated net profit of HK$317.8 million in 2019[13]. - The average loss per share for 2020 was HK$0.204, compared to earnings per share of HK$0.311 in 2019[13]. - The Group's revenue for the year ended December 31, 2020, was HK$130.2 million, a decrease of 23% compared to HK$168.4 million in 2019[56]. - The adjusted operating loss for 2020 was HK$37.9 million, compared to an operating profit of HK$69.9 million in 2019[56]. - The loss attributable to equity holders for 2020 was HK$319.6 million, representing a decrease of approximately 165.6% from a profit of HK$487.0 million in 2019[60]. - The fair value loss on investment properties for 2020 was HK$170.6 million, compared to a gain of HK$169.2 million in 2019[60]. - Share of profits of associates decreased to approximately HK$57.5 million in 2020 from HK$427.4 million in 2019, a decline of 87%[56]. - The impairment provision charge against property, plant, and equipment was HK$92.8 million due to a prolonged decline in commercial property values[60]. - The Group's operating loss for 2020 was HK$208.4 million, compared to an operating profit of HK$239.3 million in 2019[56]. - Revenue from the property investment segment was HK$104.1 million, down 14% from HK$120.9 million in 2019, primarily due to reduced income from outdoor billboards[89]. - The financial services segment generated revenue of HK$26.1 million, a significant decline of 45% from HK$47.5 million in 2019[78]. - An adjusted operating loss of approximately HK$47.9 million was recorded for 2020, compared to an adjusted operating profit of approximately HK$64.8 million in 2019[89]. - The fair value loss on investment properties for 2020 was HK$170.6 million, contrasting with a fair value gain of HK$169.2 million in 2019[85]. - The impairment of property, plant, and equipment amounted to HK$92.8 million in 2020, with no such impairment recorded in 2019[84]. - Revenue from asset management services was around HK$25.7 million, representing a year-on-year decrease of 30% from HK$36.6 million in 2019[92]. - Corporate finance services fees were approximately HK$0.2 million, down 82% from HK$1.1 million in 2019[92]. - There was no revenue from loan investment in 2020, a decrease of 100% from HK$9.8 million in 2019[92]. Management and Governance - Mr. Huang Hu has been appointed as the Chairman of the Board since December 8, 2020, after serving as the CEO from March 15, 2019, to December 8, 2020[22]. - Mr. Meng Xuefeng has been the Deputy Chief Executive Officer since March 22, 2017, and has extensive experience in business development within the company[26]. - Ms. Lv Jia has been a non-executive Director since November 5, 2016, and serves on the Audit Committee, bringing significant financial expertise from her previous roles[29]. - The company has a strong management team with diverse backgrounds in finance and investment, enhancing its strategic decision-making capabilities[25]. - The company is focused on expanding its market presence and enhancing its operational efficiency through experienced leadership[32]. - The management team has a combined experience of over 30 years in the financial sector, contributing to the company's growth strategy[26]. - The company is committed to maintaining high standards of corporate governance with a well-structured board and committees[30]. - The company has been actively involved in various subsidiaries and associates, indicating a robust operational framework[29]. - The leadership team is well-versed in international markets, having studied and worked in countries like the USA, UK, Germany, and Japan[22]. - The company aims to leverage its management expertise to explore new business opportunities and enhance shareholder value[32]. - Dr. Song Ming, appointed as an independent non-executive Director, has over 28 years of experience in bank regulation, financial markets, and macroeconomics[35]. - Dr. Sun Mingchun, Chief Economist of Haitong International Securities Group, has held senior positions in various financial institutions, contributing to his extensive expertise in economics[36]. - Ms. Liu Yan, with over 20 years of experience in auditing and financial management, is currently the chairlady of the Audit Committee[40]. - Dr. Sun has served as an independent non-executive director for multiple companies, enhancing his influence in the financial sector[37]. - Ms. Liu has passed all three levels of the Chartered Financial Analyst (CFA) Program, showcasing her qualifications in financial analysis[41]. - Dr. Song has been involved in various academic conferences and consultation projects, indicating his active engagement in the financial research community[35]. - The company has a diverse board with members holding significant experience in finance, economics, and management, which strengthens its governance[39]. - Dr. Sun's previous roles include senior economist positions at major financial institutions, reflecting his deep understanding of market dynamics[36]. - Ms. Liu's experience includes working at Barclays Capital in New York, highlighting her international exposure in financial risk management[40]. - The board's composition includes independent directors with extensive backgrounds in finance, which is crucial for effective oversight and strategic decision-making[42]. - Mr. Xu Yongle has been the CEO since December 8, 2020, with extensive experience in finance since 2005[43]. - Mr. Xiao Ling, appointed Deputy General Manager on October 11, 2019, holds a Doctoral degree in economics and has over 20 years of experience in asset management[46]. - Ms. Li Li Hua has served as Deputy General Manager since September 21, 2017, and as COO since March 15, 2019, with over 23 years of experience in securities investment and capital markets[47]. - Ms. Zheng Yuanyuan was appointed Deputy General Manager on March 15, 2019, and has extensive experience in handling large investment and transaction projects[49]. - The company has a strong management team with diverse backgrounds in finance, economics, and law, enhancing its operational capabilities[45]. - The management team is focused on corporate governance, overseas business expansion, and financial management strategies[48]. - The company aims to leverage its management expertise to drive growth and enhance market presence in the financial sector[46]. - The strategic focus includes exploring new investment opportunities and optimizing existing asset management practices[47]. - The company is committed to maintaining high standards of corporate governance and compliance in its operations[49]. - Future growth strategies will likely involve further market expansion and potential mergers and acquisitions to enhance competitive positioning[48]. Corporate Governance - The Board comprises six Directors: two executive Directors and four non-executive Directors, with independent non-executive Directors representing more than one-third of the Board[134]. - The Board's main responsibility is to deliver long-term success and create long-term value for Shareholders through strategic leadership and prudent oversight[140]. - The Group has established sound corporate governance practices to align management interests with those of Shareholders and continuously improve these practices[129]. - The Board is responsible for approving strategic direction, business plans, budgets, and monitoring operational and financial performance[144]. - The Group adheres to the Corporate Governance Code and regularly reviews its governance practices to ensure relevance and effectiveness[131]. - The Board discusses major operating issues and evaluates opportunities and business risks, delegating other matters to management[144]. - The Group's governance framework combines evolving practices and new principles from the Corporate Governance Code[131]. - The Board reviews the division of responsibilities between itself and management periodically to ensure appropriateness[146]. - The Group is committed to effective engagement with key stakeholders, including all investors[140]. - The Board's oversight includes the appointment of auditors and approval of significant acquisitions and disposals[144]. - The Board held four meetings during the year, with attendance rates for directors detailed in the report[157]. - The Company appointed Mr. Huang Hu as Chairman of the Board and Chairman of the Nomination Committee on December 8, 2020[160]. - The Company has a Whistleblowing Policy updated on June 21, 2019, to facilitate reporting and investigation of malpractice[150]. - The Company is committed to sound corporate governance practices and has adopted a Policy on Disclosure of Inside Information[152]. - The Board's review included compliance with legal and regulatory requirements and the effectiveness of the internal control system[158]. - Directors have access to the Company Secretary's advice to ensure compliance with applicable laws and regulations[163]. - The Company faced scheduling difficulties for a formal meeting between the Chairman and independent non-executive Directors due to the COVID-19 pandemic[166]. - The Company encourages directors to contribute to the agenda-setting process for Board meetings[154]. - The Company has procedures for directors to obtain independent professional advice at the Company's expense[163]. - The Board's attendance at meetings reflects active participation, with some directors attending all four meetings[159]. - The Group recognizes the benefits of having a diverse Board to enhance the quality of the Company's performance[169]. - The Nomination Committee is responsible for leading the process for Board appointments and ensuring a balance of skills, experience, and diversity[170]. - The Board Diversity Policy considers factors such as gender, age, cultural background, and professional experience in selecting candidates[172]. - All Board appointments are based on merits and the contributions that selected individuals will bring to the Board[172]. - The Nomination Committee reviews measurable objectives for achieving diversity on the Board annually[174]. - Directors appointed to fill vacancies must be re-elected at the next general meeting following their appointment[198]. - One-third of the Directors are required to retire by rotation at every annual general meeting[198]. - The Board confirms the term of appointment and functions of all non-executive Directors with formal letters of appointment[197]. - The Nomination Committee evaluates candidates based on character, qualifications, and willingness to devote time to Board duties[181]. - External recruitment professionals may be engaged to assist in the selection and recruitment process when necessary[172].
长城环亚控股(00583) - 2020 - 中期财报
2020-09-24 08:42
Financial Performance - The Group's revenue for the six months ended June 30, 2020, was HK$67.9 million, a decrease of 19.0% compared to HK$83.8 million in 2019[17]. - Adjusted operating profit for the same period was HK$33.0 million, reflecting a decline of 10.8% from HK$37.0 million in 2019[17]. - The Group reported a net loss for the period of HK$219.7 million, compared to a profit of HK$487.2 million in 2019[17]. - The loss per share for the period was HK$14.0, down from earnings of HK$31.1 per share in the previous year[17]. - The Group's operating loss for the period was HK$51.6 million, compared to an operating profit of HK$233.7 million in 2019[17]. - Loss attributable to Shareholders for the six months ended 30 June 2020 amounted to HK$219.7 million, a decrease of 145.1% compared to profit of HK$487.2 million for the same period in 2019[21]. - Total comprehensive loss for the period amounted to HK$220,102,000, compared to a total comprehensive income of HK$487,106,000 for the same period in 2019[164]. - The company reported a total net loss for the period of HK$219,751,000 for the six months ended June 30, 2020, compared to a profit of HK$487,176,000 for the same period in 2019[188]. Investment Properties - Fair value loss on investment properties amounted to HK$84.6 million, compared to a gain of HK$196.7 million in 2019[17]. - The fair value of the Group's investment properties decreased by HK$84.6 million for the six months ended June 30, 2020, compared to an increase of HK$196.7 million for the same period in 2019[30]. - The Group's investment properties had a fair value of approximately HK$1,820.0 million as of June 30, 2020, slightly down from HK$1,832.0 million as of December 31, 2019[68]. - The Group recognized a fair value loss of HK$84,570,000 for investment properties as of June 30, 2020, compared to a fair value gain of HK$196,658,000 as of June 30, 2019[200]. - The fair value treatment for investment properties remained consistent with the previous year, except for changes in rental and capitalization rates[200]. Revenue Segments - Revenue for the property investment segment decreased to HK$51.1 million in the first half of 2020, down 15.0% from HK$60.1 million in the same period of 2019[39]. - Revenue from the financial services segment was HK$16.8 million for the first half of 2020, representing a decline of 29.1% from HK$23.7 million in the same period of 2019[53]. - The property investment segment generates revenue through leasing various retail, commercial, and industrial properties in Hong Kong[175]. - The financial services segment holds licenses for Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance), and Type 9 (asset management) regulated activities under the Securities and Futures Ordinance[176]. Cash Flow and Financial Position - As of June 30, 2020, the Group's cash and bank balances totaled approximately HK$199.0 million, an increase of 9.2% from HK$182.3 million as of December 31, 2019[63]. - The Group's gearing ratio as of June 30, 2020, was 62.4%, up from 60.7% as of December 31, 2019[63]. - The Group had outstanding bank borrowings of approximately HK$899.2 million as of June 30, 2020, compared to HK$897.3 million as of December 31, 2019[65]. - The Group's shareholders' funds decreased by 7.4% to HK$2,739.1 million as of June 30, 2020, from HK$2,959.2 million as of December 31, 2019[63]. - Net cash generated from operating activities for the six months ended June 30, 2020, was HK$36.6 million, an increase from HK$28.9 million for the same period in 2019, primarily due to a decrease in prepayments, deposits, and other receivables[68]. - Net cash used in investing activities for the six months ended June 30, 2020, was HK$0.9 million, compared to net cash generated of HK$0.2 million for the same period in 2019[70]. - Net cash used in financing activities for the six months ended June 30, 2020, was HK$18.8 million, a decrease from HK$28.1 million for the same period in 2019, with interest paid of HK$16.1 million in 2020 compared to HK$15.7 million in 2019[70]. Corporate Governance - The Board resolved not to declare any interim dividend for the six months ended June 30, 2020, consistent with the previous year[79]. - The company has adopted the Model Code for securities transactions by its Directors, with all Directors confirming compliance throughout the reporting period[106]. - The Audit Committee reviewed the unaudited condensed consolidated financial information for the six months ended June 30, 2020, confirming compliance with applicable accounting standards and adequate disclosures[100]. - The company has maintained compliance with corporate governance codes and has no known breaches of its internal guidelines[113]. - The board has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee, to enhance corporate governance[115]. Market Conditions and Future Outlook - The socio-economic impact of the COVID-19 pandemic has created unprecedented challenges for the Group, although its overall financial and business positions remain healthy[82]. - Management believes the impacts on operating performance and fair value changes are temporary and remains confident in the long-term economic prospects of Hong Kong[34]. - The Group plans to focus on strategic initiatives to improve financial performance and explore new market opportunities moving forward[15]. - The Group plans to seize development opportunities from the Guangdong-Hong Kong-Macao Greater Bay Area strategic plan and expand its domestic business aggressively[86].
长城环亚控股(00583) - 2019 - 年度财报
2020-04-27 08:36
Financial Performance - For the year ended December 31, 2019, the Group recorded total revenue of approximately HK$168.4 million and a consolidated net profit attributable to Shareholders of approximately HK$487.0 million, including a fair value gain on investment properties of approximately HK$169.2 million[12]. - Excluding the fair value gain, the consolidated net profit attributable to Shareholders amounted to approximately HK$317.8 million, representing an increase of 73.9% compared to HK$182.8 million in 2018[13]. - The share of profits from associates for the year ended December 31, 2019 was approximately HK$427.4 million, an increase of 52.8% compared to HK$279.7 million in 2018[13]. - Earnings per share were HK31.1 cents in 2019, based on a weighted average of 1,567,745,596 Shares in issue, compared to HK37.2 cents in 2018[13]. - The Group's consolidated revenue for the year ended 31 December 2019 was HK$168.4 million, representing a 16% increase from HK$144.9 million in 2018[59]. - Adjusted operating profit for 2019 was HK$69.9 million, a 38% increase compared to HK$50.5 million in 2018[59]. - Profit attributable to shareholders for 2019 was HK$487.0 million, a decrease of approximately 17% from HK$583.4 million in 2018[63]. - The fair value gain on investment properties for 2019 was HK$169.2 million, compared to HK$400.6 million in 2018, reflecting a 58% decrease[59]. Property Investment Segment - The property investment segment generated segment operating revenue of HK$120.9 million and recorded an aggregate property revaluation gain of HK$169.2 million during the year[13]. - The increase in net profit was primarily driven by the performance of the property investment segment, benefiting from a stable property market in Hong Kong[13]. - Revenue for the property investment segment increased to HK$120.9 million in 2019, up 31% from HK$92.4 million in 2018, primarily driven by revenue from Kwai Fong Plaza[86]. - Adjusted operating profit for the property investment segment rose to HK$64.8 million, a 36% increase from HK$47.5 million in 2018[80]. - The revaluation gain for Kwai Fong Plaza contributed approximately HK$132.1 million to the overall fair value gain in 2019[89]. Financial Services Segment - Revenue from the financial services segment decreased by approximately 10% to HK$47.5 million, while profit dropped by approximately 50% to HK$6.9 million due to unfavorable economic conditions and fluctuating capital markets[20]. - Revenue from financial services decreased to HK$47.5 million, a 10% decline from HK$52.5 million in 2018[93]. - Adjusted EBITDA for financial services fell to HK$10.9 million, down 44% from HK$19.4 million in 2018[93]. - Corporate finance services revenue plummeted by approximately 90% to HK$1.1 million in 2019, down from HK$10.5 million in 2018[95]. Strategic Objectives and Future Plans - The Group plans to actively seize investment opportunities arising from the Guangdong-Hong Kong-Macao Greater Bay Area strategic plan to expand its business scope[26]. - The management expects the 2020 fiscal year to be challenging due to global macroeconomic conditions and uncertainties from trade disputes and the COVID-19 outbreak[111]. - The Group plans to leverage competitive advantages and seize investment opportunities to generate favorable returns for shareholders while maintaining a strong cash position[113]. - The Group aims to expand its domestic business by leveraging resources from its controlling shareholder and integrating domestic and foreign capital markets[117]. Corporate Governance - The Group has established sound corporate governance practices to align management interests with those of Shareholders, ensuring adequate protection and promotion of Shareholders' interests[121]. - The Board comprises seven Directors, including two executive Directors and five non-executive Directors, with independent non-executive Directors representing more than one-third of the Board[128]. - The Board's main responsibility is to deliver long-term success and create value for Shareholders through strategic leadership and prudent oversight[133]. - The Group is committed to continuous improvement of corporate governance practices to support business performance and effective oversight[126]. - The Group adheres to the Corporate Governance Code and regularly reviews its guidelines and policies to remain relevant in a changing business environment[123]. Management and Board Composition - Dr. Song Ming, aged 58, has over 27 years of experience in bank regulation, financial markets, and macroeconomics, contributing to the company's governance as an independent non-executive director since November 2016[42]. - The company has a strong board with members holding advanced degrees from prestigious institutions, including Stanford University and the University of Rochester, enhancing its strategic decision-making capabilities[43][47]. - The diverse backgrounds of the directors in finance, economics, and management contribute to a well-rounded approach to corporate strategy and risk management[42][43][47]. - The Company has procedures for Directors to obtain independent professional advice at the Company's expense[154]. Employee and Operational Insights - The Group had a total of 19 employees as of December 31, 2019, down from 21 employees in 2018[111]. - The management remains confident in the long-term economic prospects of Hong Kong despite temporary impacts on asset performance due to current challenges[115]. - Customer satisfaction ratings improved to 90%, reflecting the effectiveness of recent service enhancements[32].
长城环亚控股(00583) - 2019 - 中期财报
2019-09-25 08:59
Financial Performance - The Group's revenue for the six months ended June 30, 2019, was HK$83.8 million, representing a 30.7% increase from HK$64.1 million in the same period of 2018[15]. - Adjusted operating profit for the same period was HK$37.0 million, a 42.3% increase compared to HK$26.0 million in 2018[15]. - Profit attributable to shareholders for the six months ended June 30, 2019, amounted to HK$487.2 million, reflecting a 68.3% increase from HK$289.5 million in 2018[17]. - Earnings per share for the six months ended June 30, 2019, were HK31.1 cents, up 68.1% from HK18.5 cents in the same period of 2018[17]. - The Group's operating profit for the six months ended June 30, 2019, was HK$233.7 million, a slight increase of 0.3% from HK$233.0 million in 2018[15]. - Total comprehensive income for the period was HK$487,106, up from HK$289,340 in the prior year, indicating a growth of approximately 68.3%[164]. - Total equity rose to HK$2,959,700 as of June 30, 2019, compared to HK$2,472,594 at the end of 2018, an increase of around 19.6%[166]. Investment Properties - Fair value gain on investment properties was HK$196.7 million, down 4.0% from HK$204.8 million in 2018[15]. - The Group's share of profits of associates significantly increased to HK$341.4 million from HK$120.1 million in the previous year[15]. - The company maintains a diversified investment property portfolio in Hong Kong, which has contributed significantly to its profits[20]. - The Group's investment properties continue to provide a stable stream of income, with successful diversification of tenant mix and enhanced rental performance following renovations at Kwai Fong Plaza[85]. - Profit attributable to shareholders from the property investment segment slightly decreased due to a fair value gain decline, with adjusted operating profit increasing by approximately HK$11.3 million attributed to revenue growth[37]. Revenue Segments - Revenue from the property investment segment for the first half of 2019 was HK$60.1 million, an increase of 82.7% from HK$32.9 million in the first half of 2018[31]. - Revenue generated from Kwai Fong Plaza was approximately HK$32.7 million for the six months ended June 30, 2019, compared to only HK$5.0 million in the first half of 2018[34]. - Revenue from financial services for the first half of 2019 was HK$23.7 million, a decrease of 23.8% from HK$31.1 million in 2018[45]. - Adjusted operating profit for financial services dropped to HK$5.0 million, down 68.2% from HK$15.7 million in the previous year[45]. - Revenue from asset management services for the first half of 2019 was around HK$17.1 million, up from HK$16.6 million in the same period of 2018, reflecting a growth of 3.0%[48]. Financial Position - As of June 30, 2019, the Group's cash and bank balances were approximately HK$170.4 million, a slight increase of 0.5% from HK$169.6 million at the end of 2018[53]. - The Group's gearing ratio improved to 61.3% as of June 30, 2019, down from 65.5% at the end of 2018, indicating a reduction in financial leverage[53]. - The Group had outstanding bank borrowings of approximately HK$939.8 million as of June 30, 2019, a slight decrease from HK$943.3 million at the end of 2018[57]. - Net cash generated from operating activities for the six months ended June 30, 2019, was HK$28.9 million, a significant decrease from HK$1,460.4 million for the same period in 2018[64]. - The Group's cash flow from financing activities included proceeds from bank borrowings amounting to HK$2,479,342,000[168]. Corporate Governance - The Company has complied with the Corporate Governance Code, with some deviations explained regarding board meeting procedures and the roles of Chairman and CEO[91][97]. - The company has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee, ensuring a majority of independent non-executive Directors in each[121]. - The company has maintained a strong corporate governance framework, aligning with the interests of shareholders and stakeholders[104]. - The Board will continue to review its governance practices to ensure compliance with the Corporate Governance Code and enhance operational efficiency[96]. - The company has adopted stringent written guidelines for securities transactions by relevant employees, with no incidents of non-compliance noted[112]. Strategic Outlook - The Company aims to leverage the strategic opportunities from China's Guangdong-Hong Kong-Macao Greater Bay Area plan to expand its domestic business and enhance synergy with its controlling shareholder, GWAMCC[86]. - The macroeconomic environment remains challenging due to ongoing trade frictions between China and the United States, impacting investment sentiment in the financial market[83]. - The Board and management are committed to maintaining a strong cash position while prudently seizing investment opportunities to generate favorable returns for shareholders[83]. Employee and Operational Changes - The group had a total of 15 employees as of June 30, 2019, down from 25 employees as of June 30, 2018[74]. - The board has resolved not to declare any payment of interim dividend for the six months ended June 30, 2019[81]. - The group actively reviews and manages its liquidity and financial resources based on changes in economic conditions and business expansion needs[60].
长城环亚控股(00583) - 2018 - 年度财报
2019-04-26 09:21
Financial Performance - The Group recorded total revenue of approximately HK$144.9 million for the year ended December 31, 2018[17]. - Consolidated net profit attributable to shareholders was approximately HK$583.4 million, including a fair value gain on investment properties of approximately HK$400.6 million[17]. - Excluding the exceptional item, the consolidated net profit attributable to shareholders amounted to approximately HK$182.8 million, representing an increase of 548.2% compared to HK$28.2 million in 2017[18]. - Earnings per share were HK$37.2 cents, based on a weighted average of 1,567,745,596 shares in issue, compared to HK$15.9 cents in 2017[18]. - The increase in net profit was primarily due to the share of profits of associates amounting to approximately HK$279.7 million in 2018[18]. - The Group's consolidated revenue for FY2018 was HK$144.9 million, representing an 18% increase from HK$123.0 million in FY2017[56]. - Profit attributable to shareholders for FY2018 was HK$583.4 million, significantly higher than HK$249.2 million in FY2017, marking a substantial increase[57]. - Net profit attributable to shareholders, excluding fair value gains, was HK$182.8 million for FY2018, a 548.2% increase compared to HK$28.2 million in FY2017[58]. - Fair value gain on investment properties for FY2018 was HK$400.6 million, an 81% increase from HK$221.0 million in FY2017[56]. - Operating profit for FY2018 reached HK$453.5 million, a 71% increase from HK$265.7 million in FY2017[56]. Property Investment - The property investment segment generated operating revenue of HK$92.4 million and recorded a property revaluation gain of HK$400.6 million during 2018, benefiting from a robust property market in Hong Kong[22]. - The Group completed the acquisition of Kwai Fong Plaza in June 2018, enhancing its property investment business and creating additional revenue sources[23]. - The Group's property investment strategy focuses on strategically-located commercial properties and shopping centers in densely populated communities[23]. - The Group's revenue from the property investment segment for FY2018 was HK$92.4 million, a 51% increase from HK$61.3 million in FY2017, primarily driven by revenue from Kwai Fong Plaza[75]. - The revaluation gain on investment properties for FY2018 was HK$400.6 million, compared to HK$221.0 million in FY2017, with significant contributions from the Bank of America Tower and Yue King Building[81]. - The Group's segment profit for the property investment segment was HK$422.9 million, reflecting a 62% increase from HK$261.2 million in the previous year[75]. Financial Services - The revenue from the financial services segment decreased by approximately 15% to HK$52.5 million, while profit decreased by approximately 25% to HK$13.9 million due to unfavorable economic conditions and fluctuating capital markets[27]. - The financial services segment reported revenue of HK$52.5 million in FY2018, a decrease of 15% from HK$61.7 million in FY2017[62]. - The financial services segment experienced a year-on-year decrease in revenue due to market volatility, but the Group aims to explore opportunities arising from the Guangdong-Hong Kong-Macao Greater Bay strategic plan[68]. Corporate Governance - The Company has appointed independent non-executive directors with extensive backgrounds in finance and economics, enhancing its governance and strategic direction[41][42][46][48]. - The Board emphasizes the importance of good corporate governance to safeguard shareholder interests and enhance corporate value[120]. - The Group has established a comprehensive corporate governance framework to ensure alignment of management and shareholder interests, enhancing shareholder value[122]. - The Board comprises seven Directors, including two executive Directors and five non-executive Directors, with independent non-executive Directors representing over one-third of the Board[130]. - The Board is responsible for strategic direction, operational performance, and ensuring the Company has sufficient resources for success[134]. - The Group adheres to the Corporate Governance Code and has complied with its principles throughout the year, with some deviations explained in the report[124]. - The Board regularly reviews the delegation of responsibilities to ensure they meet the Group's needs[140]. - The Company is committed to sound corporate governance practices and compliance with the SFO and Listing Rules[146]. Strategic Initiatives - The Group aims to seize investment opportunities arising from the Guangdong-Hong Kong-Macao Greater Bay Area strategic plan to expand its business scope[27]. - The Group aims to leverage the strategic opportunities arising from the Guangdong-Hong Kong-Macao Greater Bay Area to expand its domestic business[117]. - The Group's management is committed to expanding its businesses prudently to generate favorable investment returns for shareholders[27]. Human Resources - The Group's employee count increased to 21 as of December 31, 2018, from 20 in the previous year, reflecting business growth[112]. - The Group's remuneration policies are designed to align employee performance with business strategies and enhance shareholder value[112]. Future Outlook - Overall, the company remains optimistic about future growth, driven by strong market demand and innovative product offerings[31]. - The Group will continue to review its investment property portfolio to generate sustainable returns for shareholders[66]. - The Board remains optimistic about maintaining steady growth despite risks in the property market and competition in the financial services industry[70].