Financial Performance - The Group's revenue for the year ended December 31, 2019, was approximately HK$56,935,000, an increase from HK$56,182,000 in 2018, representing a growth of 1.34%[12] - The loss attributable to owners of the Company for the year ended December 31, 2019, was approximately HK$28,909,000, compared to a loss of HK$20,088,000 in 2018, indicating an increase in loss of 43.8%[12] - The Group's revenue for the year ended December 31, 2019, was approximately HK$56,935,000, an increase of about 1.3% compared to HK$56,182,000 for the year ended December 31, 2018[41] - The loss attributable to owners of the Company for the year ended December 31, 2019, was approximately HK$28,909,000, compared to a loss of approximately HK$20,088,000 for the year ended December 31, 2018, indicating an increase in loss of about 43.7%[41] Property Development - As of December 31, 2019, approximately 1,600 square meters of the commercial building in the Jiangning Project have been sold, and approximately 19,600 square meters have been rented out[12] - The total gross floor area of the Jiangning Project is approximately 74,642.00 square meters, including a basement of approximately 14,518.00 square meters[12] - The service apartment component of the Jiangning Project has sold approximately 20,100 square meters[24] - The investment in the Jiangning Project is expected to provide an annual return of not less than 12% of the consideration, ensuring stable revenue streams[25] - Tianjin Hui Li Yuan Power Equipment Co. Ltd. is developing two 4-storey buildings with a total gross floor area of 18,333 square meters, with further construction planned for additional buildings[16] - The Group anticipates greater development potential for the land owned by Tianjin Hui Li Yuan due to the fast development of Tianjin's logistics industry[16] - Tianjin Jun Hua Logistics owns a property with a land use area of 11,331.30 square meters, including a one-storey building of 704.16 square meters and a four-storey building of 10,807.91 square meters[31] - Tianjin Jun Hua Logistics Company Limited owns a property with a land use area of 11,331.30 square meters, which is expected to provide steady rental income amid a low interest rate environment[15] - Tianjin Hui Li Yuan has a land area of approximately 29,012.72 square meters, currently used for industrial purposes, with two buildings under construction totaling 18,333 square meters[32] - The company anticipates greater development potential for the land as Tianjin's logistics and commercial sectors grow[34] Financial Position - As of December 31, 2019, the underlying current ratio was approximately 1.87, down from 2.26 in 2018[50] - The underlying gearing ratio as of December 31, 2019, was approximately 16%, a decrease from 27% in 2018[50] - The Group's equity attributable to owners of the Company was approximately HK$732,376,000, representing a decrease of about 6.3% from HK$781,480,000 at the end of the previous year[50] - Net current assets as of December 31, 2019, were approximately HK$192,475,000, down from HK$356,514,000 in 2018[50] - Cash and bank balances as of December 31, 2019, were approximately HK$2,024,000, significantly reduced from HK$553,114,000 in 2018[50] - The Group had no material contingent liabilities other than certain properties of a subsidiary pledged for a loan obligation of approximately HK$89,400,000[50] Corporate Governance - The Company has adopted its own code on corporate governance practices, ensuring compliance with the Corporate Governance Code throughout the financial year[60] - The Board of Directors consists of three executive directors and three independent non-executive directors, with independent directors representing at least one-third of the Board[76] - The Company held a total of 4 board meetings during the financial year, with all directors achieving a 100% attendance rate[73] - Each independent non-executive director has confirmed their independence annually, in compliance with the Listing Rules[77] - The Company has adopted a code of conduct for directors' securities transactions, ensuring compliance with the Model Code throughout the financial year[66] - All directors participated in continuous professional development programs during the year to enhance their knowledge and skills[79] - The Company has established a sound system of internal control and risk management to protect the interests of all shareholders[70] - The Board is collectively responsible for the success of the Company and is accountable for its management and operations[70] - The Company has appointed independent non-executive directors with appropriate professional qualifications and financial expertise as required by the Listing Rules[76] - Sufficient notices and agendas were provided for board meetings to ensure informed decision-making[71] - The Company has engaged external consultants for independent professional advice on legal matters during the year[66] Committees and Meetings - The Remuneration Committee reviewed the remuneration packages of Directors and Senior Management, including discretionary bonuses based on individual performance and the Group's profitability[95] - As of December 31, 2019, the Remuneration Committee was chaired by Mr. Yu Hong Gao, with a majority of independent non-executive Directors ensuring objective views on remuneration[94] - The Nomination Committee held two meetings during the financial year to select and recommend candidates for directorship based on experience and qualifications[106] - The Board reserves decision-making on major matters, including overall strategies and budgets, ensuring corporate governance principles are maintained[91] - The daily management and operation of the Group are delegated to senior management, with periodic reviews by the Board[92] - The Board has established internal committees, including the Remuneration, Nomination, Audit, and Corporate Governance Committees, to enhance compliance and independence[93] - The attendance rate for the Remuneration Committee meeting was 100% for all members during the financial year[104] - The responsibilities of the Remuneration Committee include determining specific remuneration packages for executive Directors and Senior Management[101] - The corporate governance report emphasizes the separation of roles between the Chairman and Chief Executive Officer to ensure clear responsibilities[89] - The Nomination Committee considers external recruitment professionals when necessary to enhance board diversity and align with corporate strategy[106] - The Nomination Committee held 1 meeting in 2019 with a 100% attendance rate from all members[109] - The Audit Committee conducted 2 meetings during the financial year, achieving a 100% attendance rate from all members[118] - The Corporate Governance Committee held 1 meeting in the financial year, with all members attending at a 100% rate[125] - The Audit Committee reviewed the Group's accounting principles and practices, interim and annual reports, and discussed auditing and internal control matters with external auditors[116] - The Corporate Governance Committee is responsible for developing and reviewing corporate governance policies and practices, ensuring compliance with legal and regulatory requirements[121] - The Chairman of the Audit Committee, Mr. He Jin Geng, is a qualified accountant with relevant financial experience[115] - The Corporate Governance Committee consists of four members, including three independent non-executive Directors and one executive Director[120] - The Nomination Committee assessed the independence of all independent non-executive directors[109] - The Audit Committee made recommendations to the Board regarding the appointment of external auditors and their independence[114] Audit and Risk Management - The Company has implemented a code of conduct applicable to employees and Directors, monitored by the Corporate Governance Committee[121] - For the year ended December 31, 2019, the audit fees paid to external auditors were HK$1,000,000, a decrease from HK$1,180,000 in 2018[1] - The Company has adopted a dividend policy that allows for the declaration and payment of dividends, subject to the Group having distributable profits and not affecting operations[1] - The consolidated financial statements for the year ended December 31, 2019, were reviewed by the Audit Committee and audited by HLB Hodgson Impey Cheng Limited[1] - The Board is responsible for evaluating risks and ensuring effective risk management and internal control systems are in place[1] - The Audit Committee continuously reviews significant risks and internal controls relevant to the Group's operations[1] - An external advisory firm was engaged for the internal audit function, and no significant deficiencies were identified in the internal control system for the year ended December 31, 2019[1] - The risk management and internal control system were deemed reasonably effective and adequate for the year ended December 31, 2019[1] - The Group engaged external consultants for internal audit work to ensure the effectiveness and efficiency of its risk management and internal control systems, with no significant deficiencies found as of December 31, 2019[148] - The Board believes that the risk management and internal control systems cover all significant monitoring areas, including financial, operational, compliance monitoring, and risk management functions, and are deemed reasonable and effective[148] Corporate Communication and Social Responsibility - The Company adopted an amended and restated articles of association on June 21, 2019, which is available on the Company's website and the Stock Exchange's website[160] - The Company held a total of 1 general meeting during the financial year, with attendance records for individual directors documented[170] - The Company maintains a corporate website to enhance effective communication with shareholders, providing timely announcements and relevant financial and non-financial information[162] - The Group is committed to continuous improvements in corporate social responsibility, as highlighted in its Environmental, Social, and Governance (ESG) report for the year ended December 31, 2019[176] - The ESG report is prepared in accordance with the ESG Reporting Guide set out in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[174] - The Group's ESG report presents policies, initiatives, and performance related to environmental and social aspects, complying with relevant laws and regulations[175] - The Company encourages shareholders to participate in general meetings or appoint proxies to vote on their behalf if unable to attend[169] - The Company has a proactive policy for promoting corporate transparency and communication with shareholders and potential investors through mandatory interim and final reports[159] Environmental Impact - The Group's total greenhouse gas emissions for Scope 2 and Scope 3 during the year ended December 31, 2019, were approximately 46,872 kg and 4,722 kg, respectively[194] - The emission intensity was about 906 kg per million HKD revenue[194] - The Group did not produce any hazardous waste during the reporting period and primarily managed office paper waste[191] - The Group has implemented waste management programs, including recycling of paper materials, printing cartridges, and batteries[191] - The main source of carbon dioxide emissions is from energy use, with established energy-saving initiatives to reduce the carbon footprint[193] - The Group actively encourages staff to protect the environment through training, education, and communication[184] - The Group has complied with local environmental laws and regulations, with no cases of non-compliance reported during the period[185] - The resources used by the Group are mainly attributed to electricity and water consumed at its office, with regular assessments conducted[200] - The Group's environmental policies include measurable objectives communicated to employees[184] - The Group's waste management efforts include encouraging staff to reduce paper consumption through duplex printing and reusing paper[191]

Financial Performance - The loss attributable to owners of the Company for the period from January 1, 2019, to June 30, 2019, was approximately HK$1,695,000, a decrease from HK$3,030,000 in the same period of 2018, mainly due to a significant decrease in share of loss of associates[9]. - For the six months ended June 30, 2019, the company reported revenue of HK$25,372,000, an increase of 83.5% compared to HK$13,832,000 in the same period of 2018[78]. - The gross profit for the same period was HK$930,000, down from HK$1,280,000, indicating a decrease of 27.3%[78]. - The profit from operations was HK$10,160,000, which represents an increase of 7.6% from HK$9,444,000 in the previous year[78]. - The loss for the period was HK$1,540,000, an improvement from a loss of HK$3,243,000 in the same period of 2018, reflecting a reduction of 52.5%[78]. - The total comprehensive loss for the period was HK$4,100,000, compared to HK$12,013,000 in the previous year, showing a significant decrease of 65.9%[80]. - The company incurred finance costs of HK$11,700,000, slightly reduced from HK$12,500,000 in the previous year[78]. - The share of results of associates showed a loss of HK$2,669,000, an improvement from a loss of HK$4,634,000 in the same period of 2018[78]. - General and administrative expenses were HK$6,934,000, which is an increase from HK$6,311,000 in the previous year[78]. - The company reported a loss before taxation of HK$1,540,000 for the six months ended 30 June 2019, compared to a loss of HK$3,056,000 for the same period in 2018[145][151]. Assets and Liabilities - As of June 30, 2019, the Group's current ratio was approximately 2.09, down from 2.26 as of December 31, 2018[21]. - The underlying gearing ratio was approximately 28% as of June 30, 2019, compared to 27% as of December 31, 2018[21]. - The equity attributable to owners of the Company was approximately HK$777,338,000, a decrease of approximately 0.5% from HK$781,480,000 at the end of the previous year[22]. - The net current assets were approximately HK$355,914,000 as of June 30, 2019, slightly down from HK$356,514,000 as of December 31, 2018[22]. - Cash and bank balances were approximately HK$523,234,000 as of June 30, 2019, compared to HK$553,114,000 as of December 31, 2018[22]. - Total assets less current liabilities amounted to HK$855,602,000, a slight decrease from HK$859,716,000 as of December 31, 2018[82]. - The company's net assets stood at HK$847,538,000 as of June 30, 2019, down from HK$851,638,000 at the end of 2018[82]. - Total equity attributable to owners of the company was HK$777,338,000, a decrease from HK$781,480,000[82]. - Cash and cash equivalents totaled HK$523,234,000 as of June 30, 2019, down from HK$553,114,000 at the end of 2018, indicating a decrease of 5.4%[171]. - Trade creditors increased to HK$37,418,000 as of June 30, 2019, from HK$13,153,000 at the end of 2018, representing a growth of 184.5%[176]. Investments and Revenue Streams - The investment from the subscription agreement is expected to provide an annual return of not less than 12% of the consideration, generating stable revenue streams for the Group[12]. - Tianjin Jun Hua Logistics Company Limited owns a property with a land use area of 11,331.30 square meters, which is expected to provide steady rental income amid the current low interest rate environment[13]. - As of June 30, 2019, approximately 1,600 square meters of the commercial building have been sold at an average selling price of approximately RMB 37,100 per square meter, while approximately 9,100 square meters have been rented out[11]. - The service apartment building, with approximately 20,100 square meters of gross floor area, was sold at an average selling price of approximately RMB 12,300 per square meter as of June 30, 2019[11]. - Rental income from leasing properties decreased to HK$563,000, down 40.7% from HK$947,000 in 2018[132]. - Property management fee income was HK$363,000, a slight increase of 4.9% from HK$346,000 in 2018[132]. - Sales of construction materials significantly increased to HK$24,446,000, up 95.5% from HK$12,539,000 in 2018[132]. - Other income for the period was HK$18,833,000, a decrease of 1.4% from HK$19,109,000 in 2018[134]. Corporate Governance and Compliance - The Company has maintained corporate governance provisions in its articles of association[69]. - The company has complied with all code provisions set out in the Corporate Governance Code for the six months ended June 30, 2019[72]. - The Audit Committee has reviewed the financial reporting process and internal control system, confirming no disagreements with the accounting principles adopted by the Group[76]. - The company did not recommend any interim dividend for the six months ended 30 June 2019, consistent with the previous year[150][154]. - The Group did not provide for Hong Kong Profits Tax as there were no estimated assessable profits arising in Hong Kong during the period[140]. Shareholding and Management - As of June 30, 2019, Mr. Ye De Chao holds 1,189,290,512 shares, representing 27.85% of the issued share capital of the Company[38]. - Central Huijin Investment Ltd. and China Construction Bank Corporation each hold 1,189,290,512 shares, also representing 27.85% of the issued share capital[52][54]. - Expert Ever Limited, owned by Zhang Xiaojun, holds 383,956,000 shares, which is 8.99% of the issued share capital[58][59]. - The Company has not adopted a new share option scheme since the previous one expired on July 11, 2018[49]. - No directors or chief executives had any other interests or short positions in the Shares or debentures of the Company as of June 30, 2019[44]. - The interests of the directors and chief executive were required to be notified to the Company and the Stock Exchange under the Securities and Futures Ordinance[39]. Cash Flow and Financial Position - For the six months ended June 30, 2019, net cash generated from operating activities was HK$ (17,229,000), a decrease from HK$ 42,055,000 in 2018, indicating a significant decline in operational cash flow[88]. - Net cash generated from investing activities was HK$ 833,000, down from HK$ 1,109,000 in the same period last year, reflecting reduced investment income[88]. - Net cash used in financing activities was HK$ (11,700,000), slightly improved from HK$ (12,500,000) in 2018, showing a marginal reduction in financing outflows[88]. - The total cash and cash equivalents at June 30, 2019, were HK$ 523,234,000, down from HK$ 662,034,000 at the same time last year, representing a decrease of approximately 21%[88]. - The effect of foreign exchange rate changes on cash and cash equivalents was a decrease of HK$ (1,784,000), compared to a decrease of HK$ (5,550,000) in 2018, indicating improved stability in foreign exchange impacts[88]. Lease Accounting - The Group adopted HKFRS 16 "Leases" on January 1, 2019, requiring recognition of right-of-use assets and lease liabilities for all leases, except for short-term leases and low-value leases[118]. - The Group recognized lease liabilities at the present value of remaining lease payments, discounted using the implicit interest rate or incremental borrowing rate[118]. - As of January 1, 2019, the carrying amount of right-of-use assets related to operating leases was HK$1,774,000[128]. - The Group applied practical expedients, including not recognizing lease liabilities for leases ending within 12 months from the initial application date[123]. - Lease payments for short-term and low-value leases are recognized in profit or loss on a straight-line basis over the lease term[118]. - The Group's right-of-use assets are presented as a separate line item on the consolidated statement of financial position[118]. Future Outlook - The management anticipates greater development potential for land in Tianjin due to the rapid growth of the logistics and commercial sectors[19]. - The Group will continue to seek investment opportunities in the PRC to expand its development portfolio[19]. - The company is primarily engaged in property development and investment, as well as natural gas business, which are key areas of focus for future growth[92]. - The interim report indicates a need for the company to explore new strategies for market expansion and product development to improve financial outcomes[92].

Stock Code 股份代號 : 600 Annual Report 年度報告 2018 CONTENTS 目錄 | --- | --- | |------------------------------------------------|--------------------------| | | | | Corporate Information | 公司資料 | | Chairman's Statement | 主席報告 | | Management Discussion and Analysis | 管理層討論與分析 | | Corporate Governance Report | 企業管治報告 | | Environmental, Social and Governance Report | 環境、社會及管治報告 | | Directors and Senior Management | 董事及高級管理層 | | Directors' Report | 董事會報告 | | Independent Auditors' Report | 獨立核數師報告 | | Consolidated Stat ...