TYSAN HOLDINGS(00687)

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泰升集团(00687) - 2021 - 年度财报
2022-04-13 08:57
Financial Performance - The company reported a loss attributable to shareholders of HKD 100,000 for the year ended December 31, 2021, compared to a loss of HKD 105 million for the previous year, representing a significant improvement [6]. - Revenue for the year was HKD 2.204 billion, down from HKD 3.054 billion in the previous year, indicating a decrease of approximately 27.8% [6]. - The foundation piling segment generated revenue of approximately HKD 2.164 billion, down from HKD 3.018 billion, but recorded a profit of HKD 73 million compared to a loss of HKD 32 million in the previous year [8]. - The company reported a loss attributable to ordinary shareholders of HKD 107,000 for the year ended December 31, 2021, compared to a loss of HKD 104,882,000 in 2020 [154]. - Total assets decreased to HKD 2,080,696,000 from HKD 2,267,268,000 in the previous year, reflecting a decline of approximately 8.25% [154]. - Total liabilities were HKD 665,604,000, down from HKD 834,141,000 in 2020, indicating a reduction of about 20.19% [154]. Cash and Assets - The company maintained a cash balance of approximately HKD 651 million as of December 31, 2021, down from HKD 707 million the previous year [13]. - Total assets and net assets were approximately HKD 2.081 billion and HKD 1.415 billion, respectively, compared to HKD 2.267 billion and HKD 1.433 billion in the previous year [13]. - The total liabilities decreased to approximately HKD 666 million from HKD 834 million, with financial liabilities at about HKD 400 million, down from HKD 470 million [13]. - The equity attributable to ordinary shareholders was HKD 1,415,092,000, slightly down from HKD 1,433,127,000 in the previous year [154]. Dividends - The company proposed a final dividend of HKD 0.015 per share, compared to no dividend in the previous year [7]. - The company proposed a final dividend of HKD 0.015 per ordinary share, following an interim dividend of HKD 0.01 per share paid on September 24, 2021 [152]. - The company has a dividend policy that is regularly reviewed to ensure its principles and guidelines remain appropriate for distributing profits to shareholders [129]. Corporate Governance - The company is committed to maintaining high standards of governance and compliance through its board committees [33]. - The company has maintained full compliance with the corporate governance code as of December 31, 2021 [41]. - The board consists of 12 directors, with 3 executive directors, 5 non-executive directors, and 4 independent non-executive directors, ensuring a strong independent component [43]. - The company has established a risk management and internal control system that complies with the corporate governance code, ensuring effective monitoring of risks associated with its operations [108]. - The internal control system is based on the COSO 2013 framework, which aims to achieve effective operations, reliable financial reporting, and compliance with applicable laws [111]. - The company has established a shareholder communication policy to ensure timely information dissemination and encourage shareholder participation in meetings [124]. - The company has a commitment to maintaining good corporate governance practices in line with the Hong Kong Stock Exchange's listing rules [41]. Board and Leadership - The company has a diverse leadership team with expertise in various sectors, including engineering, real estate, and finance [32]. - The independent non-executive directors bring over 37 years of experience in audit, accounting, and corporate services [33]. - The chairman, Mr. Wei Zengpeng, leads the board and is responsible for formulating the group's strategy and overall policy [48]. - The financial director, Ms. Ye Peishan, has over 21 years of experience in auditing, internal control, and financial management [37]. - The board has delegated daily responsibilities to executive directors and senior management under the chairman's leadership [42]. - The company has a diverse board with members possessing extensive professional knowledge and experience in various fields [43]. Risk Management - The audit committee has been tasked with reviewing the company's compliance policies, including anti-bribery and anti-corruption measures [80]. - The board is responsible for the effectiveness of the group's risk management and internal control systems, which are reviewed annually [119]. - The audit committee conducts an annual review of the internal control system, covering financial, operational, compliance, and risk management functions [119]. Shareholder Information - Blackstone Group holds a significant 70.00% stake in the company, amounting to 2,356,146,781 shares [192]. - Major shareholders include Chen's Group International Limited and its affiliates, each holding 235,106,000 shares, representing 6.98% of the issued share capital [196]. - The company has a diverse shareholder base, with several entities holding over 5% of the issued share capital [196]. - The company has a total of 167,600,000 unexercised stock options as of December 31, 2021 [183]. Compliance and Legal - The company has not faced any serious violations of applicable laws and regulations during the year [146]. - The company has allocated resources to ensure compliance with relevant laws and regulations in Hong Kong, Bermuda, and China [146]. - The company has implemented procedures for handling and disclosing inside information, ensuring compliance with securities regulations [117].
泰升集团(00687) - 2021 - 中期财报
2021-09-08 08:46
Financial Performance - The group recorded a revenue of approximately HKD 1.109 billion for the six months ended June 30, 2021, compared to HKD 1.469 billion for the same period in 2020, representing a decrease of about 24.5%[6] - The loss attributable to ordinary shareholders was approximately HKD 8 million, an improvement from a loss of HKD 92 million in the same period last year[6] - The total comprehensive loss for the period was HKD 7,956, compared to a loss of HKD 91,613 in the same period last year[70] - The company reported a loss before tax of HKD 7,125, compared to a loss of HKD 95,147 in the previous year, indicating an improvement in financial performance[70] - The company recorded a loss from operations of HKD 30,078, an improvement from a loss of HKD 71,672 in the previous year[70] - The company’s basic and diluted loss per share improved to HKD 0.24 from HKD 2.72 in the prior year[44] - The company reported a decrease in financing costs to HKD 706,000 for the six months ended June 30, 2021, down from HKD 3,502,000 in the same period of 2020, representing a reduction of about 80%[59] Revenue Breakdown - Revenue from customer contracts amounted to HKD 1,099,960, down from HKD 1,463,286 in the previous year, reflecting a decline of 24.8%[73] - The revenue from machinery leasing increased to HKD 9,403, up from HKD 5,756, showing a growth of 63.5%[81] - The foundation piling segment generated revenue of approximately HKD 1.088 billion, down from HKD 1.451 billion in the previous year, but recorded a profit of approximately HKD 30 million compared to a loss of HKD 72 million in the prior period[7] Cash Flow and Liquidity - Cash flow from operating activities for the six months ended June 30, 2021, was HKD 39,118,000, compared to a negative cash flow of HKD 86,194,000 in the same period of 2020, indicating a turnaround in operational cash generation[59] - The company recorded a net cash increase of HKD 53,686,000 for the six months ended June 30, 2021, compared to a decrease of HKD 2,345,463,000 in the same period of 2020, highlighting improved liquidity[61] - The company’s cash and cash equivalents at the end of June 30, 2021, stood at HKD 760,446,000, up from HKD 568,057,000 at the end of the same period in 2020, reflecting a year-on-year increase of approximately 33.8%[61] Assets and Liabilities - Total assets and net assets were approximately HKD 2.1 billion and HKD 1.428 billion, respectively, as of June 30, 2021, compared to HKD 2.267 billion and HKD 1.433 billion at the end of 2020[10] - The total liabilities decreased to approximately HKD 672 million from HKD 834 million at the end of 2020, with financial liabilities at approximately HKD 371 million[10] - The company’s total equity as of June 30, 2021, was HKD 1,444,087,000, a decrease from HKD 2,321,866,000 as of January 1, 2020, reflecting the impact of the special dividend declared[56] - Trade receivables at the end of the reporting period amounted to HKD 196,974,000, an increase from HKD 188,977,000 at the end of the previous year[96] - Trade payables decreased to HKD 201,150,000 from HKD 299,970,000 year-on-year, representing a reduction of approximately 32.8%[99] Dividends and Shareholder Information - The board declared an interim dividend of HKD 0.01 per share for the six months ended June 30, 2021, compared to no dividend for the same period in 2020[19] - The group declared a special dividend of HKD 807,849,000 during the period, impacting retained earnings significantly[56] - Blackstone Group Management L.L.C. holds a 70% stake in the company, amounting to 2,356,146,781 shares[37] Strategic Outlook - The group expects an improvement in the overall economic environment in the second half of 2021 due to rising vaccination rates, which will positively impact operations[8] - The group anticipates increased demand for infrastructure and foundation engineering due to government initiatives to address housing shortages and accelerate railway development projects[8] - The group has secured several important projects in the first half of the year, driven by invitations for tenders in both private and public sectors[8] Financial Management and Policies - The group maintains a prudent financing and financial policy, ensuring a robust capital structure and ample cash flow[14] - The group’s gearing ratio was zero as of June 30, 2021, indicating a strong financial position with no net debt[11] - The audit committee, consisting of four independent non-executive directors, oversees the group's financial reporting system and risk management[23] Stock Options and Employee Compensation - The group has adopted a stock option plan to reward eligible participants contributing to its successful operations, established on December 3, 2020[32] - A total of 167,600,000 stock options were granted under the plan, with a fair value of approximately HKD 29,674,000 recognized during the period[34] - The remuneration for key management personnel for the period ending June 30, 2021, was HKD 21,916,000, an increase from HKD 20,700,000 for the same period in 2020[112]
泰升集团(00687) - 2020 - 年度财报
2021-04-14 09:00
Financial Performance - The company reported a loss attributable to shareholders of HKD 105 million, equating to a loss of HKD 0.031 per share, compared to a loss of HKD 767 million or HKD 0.228 per share in the previous year[17]. - Revenue for the year was HKD 3.054 billion, an increase from HKD 2.721 billion in the previous year, representing a growth of approximately 12.3%[17]. - The company reported that the top five customers accounted for 51% of total sales, with the largest customer contributing 17%[185]. - The company's net loss attributable to ordinary shareholders was HKD (104,882,000) for the year ended December 31, 2020, compared to a profit of HKD 360,908,000 in 2019[178]. - Total assets amounted to HKD 2,267,268,000 as of December 31, 2020, a decrease from HKD 4,899,657,000 in 2019[178]. - Total liabilities were HKD 834,141,000, down from HKD 2,577,791,000 in the previous year[178]. - The equity attributable to ordinary shareholders was HKD 1,433,127,000, compared to HKD 2,321,866,000 in 2019[178]. - The company had distributable reserves of HKD 1,523,223,000 as of the reporting date[184]. Cash and Assets - As of December 31, 2020, the company had cash on hand of approximately HKD 707 million, down from HKD 2.892 billion the previous year[26]. - Total assets and net assets were approximately HKD 2.267 billion and HKD 1.433 billion, respectively, compared to HKD 4.900 billion and HKD 2.322 billion in the previous year[26]. Corporate Governance - The company has fully complied with the corporate governance code as of December 31, 2020, except for specific disclosures in sections (D) and (F)[57]. - The board of directors consists of 12 members, including 3 executive directors and 4 independent non-executive directors, ensuring a balanced composition for effective governance[59]. - The independent non-executive directors account for one-third of the board, providing strong independent judgment and oversight[59]. - The company has received independence confirmation letters from all independent non-executive directors for the fiscal year ending December 31, 2020[60]. - The management team has extensive experience, with the financial director having over 20 years in auditing and financial management[53]. - The company is committed to maintaining good corporate governance practices in line with the Hong Kong Stock Exchange's listing rules[57]. - The board has delegated daily responsibilities to executive directors and senior management while retaining oversight of significant decisions[58]. - The company has established good corporate governance practices and procedures to ensure effective communication with shareholders[65]. - The company has established a formal and transparent procedure for the appointment and removal of directors, ensuring compliance with corporate governance codes[82]. Risk Management - The board is responsible for ensuring the effectiveness of the risk management and internal control systems, which are reviewed annually[145]. - The internal control system is designed in accordance with the COSO 2013 framework to achieve effective operations and reliable financial reporting[137]. - The company has established a risk management system that includes risk identification, assessment, and management phases[134]. - The company has a comprehensive risk management framework to monitor and respond to significant risks affecting its operations[145]. - The board reviews the effectiveness of the risk management and internal control systems, considering changes in risk nature and management's oversight[145]. Employee and Compensation - The group employed approximately 814 employees as of December 31, 2020[34]. - The compensation guidelines are based on current market salary levels and employee performance[34]. - The group provides additional benefits including provident fund, medical insurance, and training[34]. - The company aims to attract and retain talented employees by offering compensation based on fair market value[106]. - The annual salary range for senior management as of December 31, 2020, included three employees earning between HKD 2,000,001 and HKD 2,500,000, one earning between HKD 2,500,001 and HKD 3,000,000, and one earning between HKD 3,500,001 and HKD 4,000,000[110]. Strategic Planning - The company plans to cautiously evaluate potential property investment opportunities depending on the evolution of the pandemic[25]. - The company will focus on cost control and risk management to enhance competitiveness in the market[25]. - The group has a strong focus on business development and strategic planning, with executives having over 41 years of experience in engineering consulting and property development[38]. - The company has a strategy for business development and overall administration led by the vice chairman[66]. Audit and Compliance - The audit committee held three meetings during the year, reviewing the group's financial reports and internal control systems[97]. - The audit committee members demonstrated a high attendance rate, with the chairman attending all three meetings[96]. - The company has adopted the standard code of conduct for securities trading by directors, confirming full compliance during the review year[84]. - The company paid a total of HKD 2,073,000 for audit services, which includes HKD 1,800,000 for annual audit services and HKD 273,000 for non-audit services[129]. - The company has recommended the reappointment of external auditors and reviewed their remuneration[97]. Environmental and Social Responsibility - The company has established an environmental policy to minimize its impact and will continue to review and improve its management practices[168]. - The company will publish its "Environmental, Social and Governance Report" by the end of May 2021[169]. - The company has not faced any significant disputes with employees, customers, or suppliers during the year, which is considered key to sustainable development[175]. - The company has allocated resources to ensure compliance with relevant laws and regulations in Hong Kong, Bermuda, China, and Macau[170]. - The company has confirmed that it has complied with all applicable laws and regulations without any serious violations during the year[170].
泰升集团(00687) - 2020 - 中期财报
2020-09-09 08:41
Financial Performance - The group recorded a revenue of HKD 1.469 billion for the six months ended June 30, 2020, compared to HKD 1.346 billion for the same period in 2019, representing an increase of approximately 9.1%[6] - The loss attributable to ordinary shareholders was HKD 92 million, a significant improvement from a loss of HKD 1.121 billion in the same period of 2019, equating to a loss per share of HKD 0.03 compared to HKD 0.33 in 2019[6] - The company reported a net loss of HKD 91,613,000 for the period, significantly improved from a net loss of HKD 1,121,191,000 in the previous year[75] - The company reported a pre-tax loss of HKD 95,147,000 for the six months ended June 30, 2020, compared to a loss of HKD 1,105,760,000 in the same period of 2019, indicating a significant improvement[63] - Total comprehensive expenses for the period were HKD 69,930,000, down from HKD 1,120,369,000 in the previous year, reflecting a reduction of approximately 93.8%[45] Revenue and Income - Total revenue for the six months ended June 30, 2020, was HKD 1,479,433,000, an increase of 8.3% compared to HKD 1,366,666,000 for the same period in 2019[75] - Revenue from customer contracts amounted to HKD 1,463,286,000, up from HKD 1,335,732,000 in the previous year, reflecting a growth of 9.5%[79] - The company generated other income and gains of HKD 10,391,000, compared to HKD 20,515,000 in the previous year, indicating a decrease of 49.3%[75] - The company had other income and gains of HKD 18,998,000, down from HKD 77,162,000 in the previous year, reflecting a decline in non-operating income[42] Cash Flow and Liquidity - As of June 30, 2020, the group had cash on hand of approximately HKD 568 million, down from HKD 2.892 billion at the end of 2019, with total assets and net assets at approximately HKD 2.316 billion and HKD 1.444 billion, respectively[11] - The company's cash and cash equivalents decreased to HKD 568,057,000 from HKD 2,891,781,000, representing a decline of about 80.3%[48] - Cash used in operating activities was HKD 48,947,000, a decrease from HKD 309,750,000 year-on-year, reflecting better cash flow management[63] - The company recorded a net cash inflow from investment activities of HKD 292,208,000, a substantial decrease from HKD 6,816,523,000 in the previous year, primarily due to reduced asset sales[66] Assets and Liabilities - The group’s total liabilities were approximately HKD 872 million, significantly reduced from HKD 2.578 billion at the end of 2019, with financial liabilities at HKD 572 million[11] - The company's total assets less current liabilities stood at HKD 1,513,218,000, down from HKD 2,401,389,000, indicating a decrease of about 37.0%[51] - The equity attributable to ordinary shareholders decreased to HKD 1,444,087,000 from HKD 2,321,866,000, reflecting a decline of approximately 37.7%[51] - Current liabilities totaled HKD 802,583,000, down from HKD 2,498,268,000, a decrease of about 67.8%[48] Operational Highlights - The foundation piling segment generated revenue of HKD 1.451 billion, up from HKD 1.251 billion in 2019, but incurred a loss of HKD 72 million, slightly higher than the HKD 66 million loss in the previous year[7] - The company continues to focus on its core business segments and aims to enhance operational efficiency and market presence moving forward[75] - The company reported a significant decrease in financing costs, which were HKD 3,502,000 compared to HKD 29,462,000 in the previous year, indicating improved financial management[42] Governance and Compliance - The company has adopted the corporate governance code as per the Hong Kong Stock Exchange listing rules, with some deviations regarding the appointment of non-executive directors[21] - The audit committee consists of four independent non-executive directors, with Mr. Li Jie as the chairman, responsible for reviewing financial reporting and risk management[23] - The company has complied with the standard code for securities trading by directors throughout the review period[25] - The interim financial statements for the six months ending June 30, 2020, were reviewed by the audit committee[24] Shareholder Information - The company’s major shareholders include Blackstone Group Management L.L.C., holding approximately 70% of the issued share capital[32] - The company did not declare any interim dividend for the six months ended June 30, 2020, compared to an interim dividend of HKD 0.21 per share for the same period in 2019[19] - The company declared a special dividend of HKD 0.24 per ordinary share for the six months ended June 30, 2020, totaling approximately HKD 807,849,000, down from HKD 1.48 per share in 2019[94] Acquisitions and Disposals - The company sold Yu Jun Investment Limited for a cash consideration of HKD 343,200,000, with the sale completed on March 5, 2020[111] - The sale of Twinpeak Assets Limited generated a cash inflow of HKD 5,147,916,000, with the final cash consideration being HKD 5,192,449,000[115] - The acquisition of Superior Choice Holdings Limited was completed for a cash consideration of HKD 698,018,000[119] - The identifiable net assets of Superior Choice Group at the acquisition date amounted to HKD 357,297,000[120]
泰升集团(00687) - 2019 - 年度财报
2020-04-16 08:40
Financial Performance - The company reported a loss attributable to shareholders of HKD 767 million, equivalent to a loss of HKD 0.228 per share, compared to a profit of HKD 361 million or HKD 0.106 per share in the previous year[20]. - Revenue for the year was HKD 2.721 billion, down from HKD 2.971 billion in the previous year, representing a decrease of approximately 8.4%[20]. - The foundation piling segment generated revenue of HKD 2.532 billion, slightly up from HKD 2.531 billion in the previous year, but recorded a net loss of HKD 57 million compared to a loss of HKD 23 million in the previous year[23]. - The company reported a loss attributable to ordinary shareholders of HKD 766,655,000 for the year ended December 31, 2019[148]. - Total assets amounted to HKD 4,899,657,000 as of December 31, 2019[148]. - Total liabilities were recorded at HKD 2,577,791,000 as of December 31, 2019[148]. - The equity attributable to ordinary shareholders was HKD 2,321,866,000 as of December 31, 2019[148]. Corporate Transactions - The company completed the sale of Twinpeak Assets Limited for approximately HKD 3.912 billion on February 15, 2019[25]. - The acquisition of Superior Choice Holdings Limited was completed for a total consideration of HKD 700 million on February 28, 2019[26]. - The company sold its entire equity interest in Superior Choice for a total consideration of HKD 595 million, which was completed on August 19, 2019[27]. - The company invested RMB 300 million in a partnership agreement to bid for a 38.73% stake in Hainan Railway, but the bid was later suspended and the investment was fully refunded on November 27, 2019[30]. - The sale of the subsidiary, Yu Chun Investment Limited, was completed on March 5, 2020, for a total consideration of HKD 343.2 million[32]. Cash and Assets Management - As of December 31, 2019, the group's cash on hand was approximately HKD 2.892 billion, down from HKD 4.903 billion a year earlier[37]. - The total assets and net assets as of December 31, 2019, were approximately HKD 4.900 billion and HKD 2.322 billion, respectively, compared to HKD 17.337 billion and HKD 12.163 billion in the previous year[37]. - The group's current asset net value was HKD 2.104 billion as of December 31, 2019, down from HKD 15.523 billion a year earlier[37]. - The group's interest-bearing borrowings were approximately HKD 157 million as of December 31, 2019, significantly reduced from HKD 3.833 billion a year earlier[37]. - The group's debt-to-equity ratio was 7% as of December 31, 2019, compared to 32% a year earlier[37]. Strategic Focus and Market Outlook - The group plans to focus on optimizing its core capabilities in foundation piling and construction business in the upcoming fiscal year[34]. - The group is in a net cash position and is prepared to raise significant funds for potential property investment opportunities[36]. - The group anticipates that the construction industry will face intense competition and rising operational costs, but demand for foundation piling projects is expected to rebound due to upcoming large public projects[35]. Governance and Board Structure - The company has fully complied with the corporate governance code as of December 31, 2019, except for specific disclosures in sections (B), (D), and (F)[58]. - The board comprises members with significant experience in audit, accounting, and corporate governance, ensuring robust oversight[53]. - The board of directors consists of 11 members, including 1 executive director and 4 independent non-executive directors, ensuring a strong independent component[60]. - The company has received independence confirmation letters from all independent non-executive directors as of December 31, 2019[63]. - The company has experienced changes in board composition, with several directors resigning and new appointments made in 2020[63]. Risk Management and Internal Controls - The company has established an effective risk management and internal control system in compliance with corporate governance codes[111]. - The risk management process includes identification, assessment, and management of risks related to business objectives[112][113]. - The internal control system is based on the COSO 2013 framework, ensuring reliable financial reporting and compliance with applicable laws[114]. - The board is responsible for reviewing the effectiveness of the risk management and internal control systems annually, considering changes in significant risks and the company's response capabilities[120]. Shareholder and Equity Information - The company has a dividend policy in place, which will be reviewed periodically to ensure its appropriateness[124]. - The top five customers accounted for 44% of total sales, with the largest customer contributing 14%[154]. - The company established a share option scheme to reward eligible participants contributing to its successful operations[166]. - Blackstone Group Management L.L.C. holds 75.00% of the issued share capital, amounting to 2,524,526,781 shares[177]. - The report indicates a significant concentration of ownership among a few major shareholders, primarily Blackstone entities[177]. Related Party Transactions - The company confirmed that the related party transactions were conducted in the ordinary course of business and on normal commercial terms[198]. - The total amounts for the related party transactions did not exceed the annual caps applicable to those transactions[199]. - Ernst & Young was appointed as the auditor to report on the group's related party transactions, following the relevant auditing standards[200]. - The auditor issued an unqualified opinion letter, confirming no findings that would suggest the related party transactions were not approved by the board[200].
泰升集团(00687) - 2019 - 中期财报
2019-09-06 10:32
Financial Performance - For the six months ended June 30, 2019, Tysan Holdings Limited reported revenue of HKD 1.346 billion, a decrease of 8.5% from HKD 1.543 billion for the same period in 2018[9]. - The company recorded a loss attributable to ordinary shareholders of HKD 1.121 billion, compared to a profit of HKD 1.054 billion in the same period of 2018, resulting in a loss per share of HKD 0.33[9]. - The foundation piling segment generated revenue of HKD 1.251 billion, down from HKD 1.290 billion in the previous year, with a net loss of HKD 0.66 billion compared to a profit of HKD 0.38 billion in the prior period[11]. - Revenue for the six months ended June 30, 2019, was HKD 1,346,151,000, a decrease of 12.76% compared to HKD 1,543,435,000 in 2018[67]. - Gross loss for the period was HKD 34,850,000, compared to a gross profit of HKD 100,142,000 in the same period last year[67]. - The company reported a loss before tax of HKD 1,105,760,000, significantly higher than the loss of HKD 25,463,000 in 2018[67]. - The net loss attributable to equity shareholders was HKD 1,121,181,000, compared to a profit of HKD 1,053,522,000 in the previous year[67]. - Total comprehensive income for the period was HKD (1,120,369,000), reflecting a significant decline from the previous year's comprehensive income of HKD 954,192,000[83]. Cash Flow and Liquidity - As of June 30, 2019, the group had cash on hand of approximately HKD 7.519 billion, an increase from HKD 4.903 billion as of December 31, 2018[26]. - The company's cash and cash equivalents amounted to HKD 7,518,614,000, a significant increase from HKD 2,854,257,000 in the previous year[74]. - The net cash and cash equivalents at the end of the period amounted to HKD 6,544,017, compared to HKD 2,369,148 in the previous year, showing an increase of 176%[91]. - Cash flow from operating activities was negative HKD 373,034,000, a slight improvement from negative HKD 385,712,000 in the prior year[86]. - Cash flow from investment activities for the six months ended June 30, 2019, was HKD 6,868,849, compared to HKD 2,766,053 for the same period in 2018, representing a significant increase[89]. - Cash flow from financing activities for the six months ended June 30, 2019, was HKD 5,639,490, compared to a negative cash flow of HKD 2,785,817 in 2018, indicating a strong improvement[91]. Asset Management - The company plans to optimize its asset portfolio by monetizing its real estate assets in Hong Kong, considering the current market conditions[16]. - The group’s total assets and net assets (after deducting non-controlling interests) were approximately HKD 12.322 billion and HKD 6.077 billion, respectively, as of June 30, 2019, compared to HKD 17.318 billion and HKD 12.163 billion as of December 31, 2018[26]. - The fair value of non-listed investments was HKD 30,730,000 as of June 30, 2019, down from HKD 96,519,000 at the end of 2018, reflecting a significant decrease in value[158]. - The fair value of non-listed financial fund investments was HKD 314,895,000 as of June 30, 2019, compared to HKD 362,011,000 at the end of 2018, indicating a fair value loss of HKD 47,116,000 during the period[161]. Investments and Acquisitions - On February 15, 2019, the company completed the sale of Twinpeak Assets Limited for a total cash consideration of approximately HKD 3.912 billion[12]. - The acquisition of Superior Choice Holdings Limited was completed on February 28, 2019, for a total cash consideration of HKD 700 million[14]. - The group reported a cash outflow of HKD 699,651,000 related to the acquisition of Superior Choice, net of cash acquired[183]. - The identifiable net assets acquired from Superior Choice amounted to HKD 357,297,000, with goodwill recognized at HKD 2,034,000[178]. Shareholder Information - The group declared an interim dividend of HKD 0.21 per share for the six months ended June 30, 2019, compared to no dividend for the same period in 2018[28]. - The company confirmed full compliance with the standards set out in the Listing Rules during the review period[36]. - As of June 30, 2019, Blackstone Group Management L.L.C. holds a significant 75.00% stake in the company, amounting to 2,524,526,781 shares[47]. - The company has established a share option plan to reward eligible participants, including directors and employees, for their contributions to the group's successful operations[39]. Market Conditions and Strategy - The group plans to adopt a more cautious approach in evaluating new investment opportunities due to ongoing tensions in the US-China trade situation and recent economic conditions in Hong Kong[22]. - The group anticipates continued intense competition in the foundation piling and construction sector, which may negatively impact overall profit margins[22]. - The group aims to consolidate its foundation piling business to enhance competitiveness[23]. - The group will continue to seek more projects to promote long-term development despite the challenging market conditions[22]. Compliance and Governance - There were significant changes in the board of directors, with multiple resignations and appointments occurring on April 11, 2019[51][52][53]. - The company maintains compliance with the Securities and Futures Ordinance regarding the disclosure of shareholdings[48]. - The report indicates no other individuals, apart from directors and senior executives, held interests in the company's shares that required disclosure under the Securities and Futures Ordinance[49].
泰升集团(00687) - 2018 - 年度财报
2019-04-02 08:45
Financial Performance - The company reported a profit attributable to shareholders of HKD 361 million, equivalent to HKD 0.106 per share, compared to HKD 6 million or HKD 0.003 per share in the previous year[20]. - Revenue for the year was HKD 2.971 billion, down from HKD 3.29 billion in the previous year, representing a decrease of approximately 9.7%[20]. - The foundation piling segment generated revenue of HKD 2.531 billion, an increase from HKD 2.494 billion in the previous year, but recorded a net loss of HKD 23 million compared to a profit of HKD 147 million in the prior year[24]. - The property development and investment segment's EBITDA increased significantly from approximately HKD 66 million in the previous year to approximately HKD 608 million[30]. - The profit attributable to ordinary shareholders for the year ended December 31, 2018, was HKD 360,908,000[184]. - Total assets as of December 31, 2018, amounted to HKD 17,318,471,000[184]. - Total liabilities as of December 31, 2018, were HKD 5,155,808,000[184]. - The equity attributable to ordinary shareholders was HKD 12,162,665,000 as of December 31, 2018[184]. - The company did not recommend the declaration of any final dividend for the year ended December 31, 2018[182]. Shareholder Transactions - The company completed the sale of Onwards Asia Limited for a cash consideration of HKD 6.348 billion, with the transaction finalized on May 16, 2018[26]. - The sale of Twinpeak Assets Limited was completed for a total cash consideration of HKD 3.912 billion on February 15, 2019[27]. - The company repurchased a total of 38,862,000 shares during the year, with a total expenditure of HKD 58,015,000[188]. - The repurchase of shares was authorized by shareholders at the last annual general meeting, aimed at enhancing the net asset value and earnings per share for shareholders[188]. Corporate Governance - Times Holdings II became the controlling shareholder after acquiring approximately 69.54% of the issued shares of the company[21]. - The company plans to delay dividend decisions pending the appointment of new management following the acquisition[23]. - HNA Finance I holds approximately 74.68% of the company's shares, which were subject to a transfer agreement as part of HNA Group's internal restructuring[34]. - The company has fully complied with the corporate governance code as of December 31, 2018, except for specific disclosures in sections (B) and (F)[69]. - The board of directors consists of 15 members, including 8 executive directors, 2 non-executive directors, and 5 independent non-executive directors, ensuring a balanced composition for effective governance[71]. - The company has established good corporate governance practices and procedures to ensure effective board operations[82]. - The company has a policy for independent directors to meet at least once a year without the presence of other directors[82]. - The company has arranged appropriate insurance coverage for board members and senior management, with annual reviews of the coverage[86]. - The company has a formal and transparent process for the appointment and removal of directors, led by the executive directors[113]. - The company maintains a commitment to ensuring the independence of its directors, as confirmed by annual independence declarations[196]. Management and Board Composition - The company has a diverse board with members having extensive backgrounds in finance, management, and public service, enhancing its governance structure[53]. - The company has a strong management team with extensive experience in finance, accounting, and engineering, including Mr.趙展鴻 with over 40 years in foundation engineering[66]. - The company has appointed Mr.謝文彬 as an independent non-executive director since September 2004, with over 41 years of experience in banking[58]. - The company has a total of 9 senior management members, with varying salary ranges reflecting their roles and responsibilities[136]. - The executive directors are responsible for daily operations under the leadership of the CEO, ensuring effective management and decision-making[70]. Risk Management and Internal Control - The company has established an effective risk management and internal control system in compliance with corporate governance codes[149]. - The risk management process includes identification, assessment, and management of risks related to business operations[150][151]. - The internal control system is based on the COSO 2013 framework, ensuring reliable financial reporting and compliance with applicable laws[152]. - The board conducts annual reviews of the effectiveness of the risk management and internal control systems, considering changes in significant risks and the company's response capabilities[160]. - An independent third-party firm has been appointed to provide internal audit services to enhance the company's internal control system[159]. Business Development and Strategy - The company is focused on expanding its market presence and developing new strategies to enhance business growth[54]. - The management team emphasizes the importance of strategic investments and acquisitions to drive future growth[55]. - The company is committed to innovation and the development of new technologies to stay competitive in the market[56]. - The company is committed to expanding its market presence and exploring new business opportunities in the construction sector[66]. - The group confirmed that environmental protection is crucial for its long-term development and will continue to review and improve management practices[175]. Employee and Community Engagement - The company has been actively involved in community service and has received various accolades, enhancing its corporate reputation[59]. - There were no significant disputes with employees, customers, or suppliers during the year[180]. - The company has allocated resources to ensure compliance with relevant laws and regulations in Hong Kong, Bermuda, China, and Macau[177].