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首程控股(00697) - 持续关连交易 - 新金融服务框架协议
2024-12-20 10:04
香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責,對 其準確性或完整性亦不發表任何聲明,並明確表示,概不對因本公告全部或任何部 份 內容而産生或因倚賴該等內容而引致的任何損失承擔任何責任。 持續關連交易 新金融服務框架協議 新金融服務框架協議 兹提述本公司日期為2024年1月28日的公告,内容有關本公司與首鋼財務公司訂立現有 金融服務框架協議。 由於現有金融服務框架協議將於2024年12月31日屆滿,本公司與首鋼財務公司於2024年 12月20日訂立新金融服務框架協議,以重續現有金融服務框架協議項下之交易,據此, 首鋼財務公司同意於年期內根據新金融服務框架協議的條款及條件向本集團提供授信 服務、存款服務及其他金融服務。 上市規則之涵義 截至本公告日期,首鋼集團為主要股東。由於首鋼財務公司為首鋼集團的全資附屬公司, 因此根據上市規則第14A章,首鋼財務公司為本公司的關連人士。因此,根據上市規則 第14A章,新金融服務框架協議及其項下擬進行的交易構成本公司的持續關連交易。 (i) 授信服務 由於本集團將於首鋼財務公司之每日信貸上限之最高適用百分比率(定義見上市 規則第14.07條)超過0.1 ...
首程控股(00697) - 有关建议重组之主要及关连交易
2024-12-18 12:01
香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責,對其準確性或完整性亦 不發表任何聲明,並明確表示,概不對因本公告全部或任何部份內容而産生或因倚賴該等內容而引致的任 何損失承擔任何責任。 有關建議重組之 主要及關連交易 建議重組 買賣協議 於 2024 年 12 月 18 日,本公司之間接全資附屬公司作為賣方與本公司之關連人士首鋼控股 訂立買賣協議,據此,賣方有條件地同意出售而首鋼控股有條件地同意收購待售股份,即 606,927,640 股首鋼資源股份(佔於本公告日期首鋼資源全部已發行股份的約 11.92%),代 價為港幣 1,456,626,336 元(即每股待售股份港幣 2.40 元)。 代價 代價港幣 1,456,626,336 元(即每股待售股份港幣 2.40 元)乃由賣方與首鋼控股公平磋商後 釐定,及經考慮首鋼資源股份之近期市價及首鋼資源股份之交易流通性。 代價將於完成時以現金支付。 董事(不包括已就相關董事會決議案放棄投票之董事及將於考慮獨立財務顧問意見後達致 其意見之獨立非執行董事)認為,代價屬公平合理及符合本公司及股東整體利益。 完成 完成須待條件獲達成(或取得豁免,如適 ...
首程控股(00697) - 致非登记股东之通知函及申请表格
2024-12-06 09:11
Notification of publication of the Circular relating to Continuing Connected Transactions in relation to Fund Management Service Agreement and Notice of General Meeting* together with the Proxy Form (collectively, the "Documents") (Incorporated in Hong Kong with limited liability) (於香港註冊成立之有限公司) (Stock Code: 697) (股份代號:697) 9 December 2024 Dear Non-Registered Shareholders (1) , We hereby notify you that the Documents, in both English and Chinese, are now available on the website of Shoucheng Holdings Limite ...
首程控股(00697) - 致登记股东之通知函及更改申请表格
2024-12-06 09:09
(Stock Code: 697) (股份代號:697) 9 December 2024 Dear Registered Shareholders, Notification of publication the Circular relating to Continuing Connected Transactions in relation to Fund Management Service Agreement and Notice of General Meeting* together with the Proxy Form (collectively, the "Documents") We hereby notify you that the Documents, in both English and Chinese, are now available on the website of Shoucheng Holdings Limited (the "Company") at www.shouchengholdings.com and the website of Hong Kong Ex ...
首程控股(00697) - 股东大会通告
2024-12-06 09:04
承董事會命 首程控股有限公司 主席 趙天暘 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責,對其準確性 或完整性亦不發表任何聲明,並明確表示,概不對因本公告全部或任何部份內容而產生或因倚 賴該等內容而引致的任何損失承擔任何責任。 (於香港註冊成立之有限公司) (股份代號:697) 股東大會通告 茲通告首程控股有限公司(「本公司」)謹訂於2024年12月31日(星期二)上午10時正假座 中國北京市石景山區石景山路68號首鋼園料倉路西十冬奧廣場2號樓901會議室舉行股 東大會,以審議及酌情通過以下決議案為本公司普通決議案: 普通決議案 「動議: 香港,2024年12月9日 1 (a) 批准、確認及追認本公司與北京首鋼基金有限公司(「首鋼基金」)訂立日期為2024 年11月22日的私募基金管理服務協議(「新基金管理服務協議」),據此,本公司及╱ 或其附屬公司將向首鋼基金及╱或其聯繫人提供私募基金管理服務(其註有「A」字 樣的副本已提呈大會,並由大會主席簡簽以資識別),以及其項下擬進行的交易; (b) 批准本公司日期為2024年12月9日的通函所載就新基金管理服務協議項下擬進行 的交易於截至2 ...
首程控股(00697) - 有关基金管理服务协议之持续关连交易及股东大会通告
2024-12-06 09:01
此乃要件 請即處理 閣下如對本通函任何方面或應採取之行動有任何疑問,應諮詢 閣下之股票經紀或其他註冊證券交易商、銀行經 理、律師、專業會計師或其他專業顧問。 閣下如已將名下之首程控股有限公司股份全部售出或轉讓,應立即將本通函及隨附之代表委任表格送交買主或承 讓人,或經手買賣或轉讓之銀行、股票經紀或其他代理人,以便轉交買主或承讓人。 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函的內容概不負責,對其準確性或完整性亦不發表 任何聲明,並明確表示,概不對因本通函全部或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何 責任。 (於香港註冊成立之有限公司) (股份代號:697) 有關 基金管理服務協議之 持續關連交易 及 股東大會通告 獨立董事委員會及獨立股東之獨立財務顧問 本封面頁所使用之詞彙具有本通函所界定之相同涵義。 董事會函件載於本通函第4至14頁,而獨立董事委員會函件載於本通函第15至16頁。獨立財務顧問力高企業融資有 限公司之意見函件載於本通函第17至30頁,當中載有其致獨立董事委員會及獨立股東的意見。 本公司謹訂於2024年12月31日(星期二)上午10時正假座中國北京市石景山區石景山 ...
首程控股(00697) - 有关基金管理服务协议之持续关连交易
2024-11-22 09:07
香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責,對 其準確性或完整性亦不發表任何聲明,並明確表示,概不對因本公告全部或任何部 份 內容而産生或因 倚 賴該等內容而引致的任何損失承擔任何責任。 兹提述本公司日期為2019年11月18日之公告,有關與首鋼基金訂立現有基金管理服務協 議。 由於現有基金管理服務協議將於2024年12月31日屆滿,於2024年11月22日,本公司與首 鋼基金訂立新基金管理服務協議,以繼續進行現有基金管理服務協議項下之持續關連交 易。 上市規則之涵義 截至本公告日期,首鋼集團為本公司的主要股東。由於首鋼基金為首鋼集團的全資附屬 公司,即首鋼集團的聯繫人,因此根據上市規則第14A章,首鋼基金為本公司的關連人 士,新基金管理服務協議及其項下擬進行的交易構成本公司的持續關連交易。 由於新基金管理服務協議項下之建議年度上限的一項或多項適用百分比率(定義見上市 規則第14.07條)超過5%,根據上市規則第14A章,新基金管理服務協議及其項下擬進行 的交易須遵守申報、公告、年度審閱及獨立股東批准之規定。 獨立董事委員會及獨立財務顧問 本公司已根據上市規則之規定成立獨立董事委員 ...
首程控股(00697) - 2024 Q3 - 季度业绩
2024-11-01 09:13
Financial Performance - The group recorded revenue of approximately HKD 935 million for the nine months ended September 30, 2024, representing an increase of about 42% compared to the same period last year[2] - Gross profit for the group was approximately HKD 429 million, up approximately 49% year-on-year[2] - Profit attributable to the company's owners was approximately HKD 400 million, down from HKD 465 million in the same period last year[2] - The basic earnings per share for the period was approximately HKD 0.0561, compared to HKD 0.0641 in the previous year[2] Asset Management and Financial Ratios - The group's total assets amounted to HKD 14.49 billion, an increase from HKD 13.52 billion as of December 31, 2023[3] - The asset-liability ratio increased to 30.2%, up from 25.7% as of December 31, 2023[5] - The debt-to-capital ratio rose to 11.7%, compared to 8.0% as of December 31, 2023[6] Business Expansion and Collaborations - The group successfully completed the operational handover of the Tianjin Binhai International Airport parking business, enhancing its service offerings in the Beijing-Tianjin-Hebei region[7] - The group is expanding its infrastructure asset management services, managing various projects in the Shougang Park area, contributing to sustainable development and value release[8] - In Q3 2024, the group established deep collaborations with strategic clients in infrastructure public REITs and new energy vehicle charging networks[11] - The partnership with Guoshou Investment focuses on the first issuance and subsequent expansion of public REITs, promoting high-quality development in this sector[12] - The group is extending its collaboration with Li Auto to develop a nationwide supercharging network, enhancing green energy infrastructure[12] Credit Rating and Financial Strategy - The group received an AAA credit rating from two major rating agencies, reaffirming its strong economic performance and operational capabilities[9] - The group is actively promoting asset securitization, with a parking asset REIT product launched in August 2024, enhancing its financing structure[10] - The company emphasizes a cautious approach to financial data, warning investors about potential fluctuations in earnings and expenses due to market conditions[13] - The group has built a business model centered on "asset circulation + strong operations," aiming for comprehensive lifecycle management of infrastructure assets[14]
首程控股(00697) - 2024 - 中期财报
2024-09-12 09:03
Strategic Transformation and Goals - Shoucheng Holdings Limited aims to become a listed company with robust cash flow and stable operations that can withstand economic cycles[9]. - The Group has been committed to a comprehensive strategic transformation since 2017, focusing on divesting non-core assets and integrating into capital markets[8]. - The main strategic shareholders include Shougang Group, ORIX Corporation, and NWS Holdings Limited, providing strong support for the Group's development[8]. - The Group established a business model of "Asset Circulation + Strong Operations" to enhance operational efficiency and maximize shareholder value[9]. - The Group is focused on maximizing value for shareholders and providing substantial returns to investors[9]. Financial Performance - Revenue for the six months ended June 30, 2024, was HK$535,843,000, representing a 55.1% increase from HK$345,175,000 in the same period of 2023[21]. - Gross profit for the same period was HK$233,456,000, up from HK$99,234,000, indicating a significant improvement in profitability[21]. - Operating profit decreased to HK$352,566,000 from HK$418,551,000, reflecting a decline of 15.7% year-over-year[21]. - Profit for the period was HK$243,949,000, down from HK$345,551,000, a decrease of 29.4% compared to the previous year[21]. - Total comprehensive income for the period was HK$318,959,000, a recovery from a loss of HK$360,514,000 in the same period last year[23]. Assets and Liabilities - Non-current assets increased to HK$9,508,966,000 as of June 30, 2024, compared to HK$7,878,239,000 at the end of 2023, showing a growth of 20.7%[26]. - Current assets decreased to HK$4,843,132,000 from HK$5,644,278,000, a decline of 14.2%[26]. - Total assets reached HK$14,352,098,000, up from HK$13,522,517,000, indicating a growth of 6.1%[26]. - Total liabilities rose to HK$4,197,215 as of June 30, 2024, up from HK$3,481,782 at the end of 2023, indicating an increase of 20.56%[29]. - Non-current liabilities totaled HK$2,955,970, a significant increase from HK$2,148,607, representing a growth of 37.5%[29]. Earnings and Shareholder Returns - Basic earnings per share for profit attributable to owners of the Company was HK$3.65, down from HK$4.17 in the previous year[23]. - The company reported finance costs of HK$57,651,000, an increase from HK$54,945,000, reflecting a rise of 5.1%[21]. - The final dividend declared for the year ended December 31, 2023, was HK$161 million, down from HK$400 million in the previous year[118]. - An interim dividend of HK$208 million (equivalent to HK$0.0286 per share) was declared for the six months ended June 30, 2024[120]. Cash Flow and Investments - Net cash generated from operating activities was HK$82,715, contrasting with a cash outflow of HK$18,633 in the same period last year[38]. - Cash and cash equivalents at the end of the period stood at HK$2,706,917, up from HK$2,403,738 at the end of the previous year[42]. - The company made capital injections into associates and joint ventures totaling HK$142,623 during the period[38]. - Net cash used in investing activities was HK$374,901, a significant improvement from a cash outflow of HK$1,408,133 in the previous year[38]. Financial Instruments and Fair Value - For the six months ended June 30, 2024, the total fair value of financial assets measured at fair value was HK$4,797,825,000, with HK$3,599,722,000 classified as Level 1 assets[50]. - The Group's equity securities at fair value through profit or loss amounted to HK$65,632,000, while investment funds totaled HK$1,098,532,000[50]. - The total fair value of other securities classified as fair value through other comprehensive income was HK$1,066,696,000[50]. - The fair value of financial assets at fair value through profit or loss included equity securities valued at HK$140,227,000 and investment funds valued at HK$1,031,195,000[54]. Employee and Management Policies - The Group had a total of 427 employees as of June 30, 2024, promoting equal employment opportunities and a discrimination-free working environment[196]. - The remuneration policy is designed to ensure a fair and competitive overall remuneration package, with a focus on "competitive externally, fair internally"[199]. - The Group has established a performance-linked remuneration mechanism, emphasizing fixed salary as the basis and performance-based incentives as the main component[199]. - The share incentive plan adopted in 2021 includes executive directors, core management, and key technical and business personnel, aimed at aligning interests for long-term development[198]. Strategic Investments and Future Outlook - The Group's strategic investments are expected to generate stable returns over time due to the stable performance of underlying assets[182]. - The Group aims to enhance cash flow management and optimize its business model through the reallocation of proceeds[195]. - The Group's focus on technology innovation and expansion in the Guangdong-Hong Kong-Macau Greater Bay Area is part of its strategic initiatives[191]. - The Group aims to maintain and expand its leading position in the transportation hub parking asset management business through innovative services[157].
首程控股(00697) - 2024 - 中期业绩
2024-08-25 10:05
Financial Performance - The group's revenue for the six months ended June 30, 2024, was approximately HKD 535.84 million, an increase of about 55% compared to the same period last year[2]. - Gross profit for the same period was approximately HKD 233.46 million, representing a growth of about 135% year-on-year[2]. - The profit attributable to the company's owners was approximately HKD 261.55 million, down from HKD 303.19 million in the same period last year[2]. - Basic earnings per share for the period were approximately HKD 0.0365, compared to HKD 0.0417 in the previous year[5]. - The company reported a total comprehensive income of HKD 318.96 million for the period, compared to a loss of HKD 360.51 million in the same period last year[5]. - Revenue for the six months ended June 30, 2024, was HKD 566,267,000, an increase of 19.3% compared to HKD 474,684,000 for the same period in 2023[12]. - Operating service revenue was HKD 362,078,000, up from HKD 258,945,000, representing a growth of 39.9% year-over-year[13]. - Basic earnings per share for the period were HKD 3.65, a decrease of 12.5% from HKD 4.17 in the previous year[16]. - Diluted earnings per share were HKD 3.65, slightly down from HKD 4.14 in the same period last year[18]. - The company reported a total revenue of HKD 535,843,000 after accounting for investment fund losses, compared to HKD 345,175,000 in the previous year[13]. - For the six months ended June 30, 2024, the company recorded revenue of approximately HKD 536 million, representing a 55% increase compared to HKD 345 million for the same period in 2023[30]. - Operating income from asset management was approximately HKD 406 million, up 40% from HKD 291 million in the prior year[31]. - The overall gross profit margin for the first half of 2024 was approximately 43.6%, up from 28.7% in the same period of 2023, reflecting an absolute increase of about 14.9%[34]. - Adjusted EBITDA for the first half of 2024 was approximately HKD 467 million, a rise of about 2.4% compared to HKD 456 million in the first half of 2023[37]. - Total financial costs for the first half of 2024 were approximately HKD 58 million, marking a 5% increase from the same period in 2023[35]. - The company reported a tax provision of approximately HKD 49 million for the first half of 2024, compared to HKD 11 million in the same period of 2023[36]. Assets and Liabilities - Total assets as of June 30, 2024, amounted to HKD 14.35 billion, an increase from HKD 13.52 billion as of December 31, 2023[7]. - Non-current assets totaled HKD 9.51 billion as of June 30, 2024, compared to HKD 7.88 billion at the end of 2023[6]. - Current liabilities were HKD 1.24 billion, a decrease from HKD 1.33 billion at the end of 2023[7]. - The total equity attributable to the owners of the company was HKD 10.06 billion as of June 30, 2024, compared to HKD 9.92 billion at the end of 2023[7]. - As of June 30, 2024, the company's total liabilities amounted to HKD 4,197 million, up from HKD 3,482 million as of December 31, 2023, resulting in a debt-to-asset ratio of 29.2%, an increase of 3.5%[49]. - The company's cash and cash equivalents increased to HKD 2,707 million as of June 30, 2024, compared to HKD 2,263 million as of December 31, 2023[48]. - The company's debt-to-capital ratio rose to 11.0% as of June 30, 2024, up from 8.0% as of December 31, 2023, with total borrowings increasing to HKD 1,106 million[51]. - The asset-liability ratio increased to 29.2% as of June 30, 2024, from 25.7% as of December 31, 2023[32]. Dividends and Share Repurchase - The board declared an interim dividend of HKD 208 million for the six months ended June 30, 2024, down from HKD 243 million for the same period last year[2]. - The company plans to distribute the interim dividend on November 15, 2024, to shareholders listed as of September 26, 2024[29]. - The company has repurchased 31,468,000 shares at a price range of HKD 1.32 to HKD 1.62, with a total expenditure of approximately HKD 46.46 million during the first half of 2024[26]. - The company has repurchased a total of 31,468,000 shares at a total cost of HKD 46,463,038.99 during the six months ending June 30, 2024[60]. - In January 2024, the company repurchased 9,496,000 shares at a maximum price of HKD 1.62 per share, totaling HKD 14,242,925.73[61]. Strategic Initiatives and Investments - The company is currently assessing the impact of new accounting standards that have been issued but not yet applied, with no significant effects anticipated at this time[10]. - The company has successfully expanded its asset management scale and operational efficiency, with significant projects including the management rights for parking facilities at Guangzhou Baiyun Airport and Beijing Fengtai Station[40]. - The company has launched an upgraded parking management system in the first half of 2024, enhancing user experience and operational efficiency[40]. - The company is focusing on building a comprehensive asset management solution to enhance operational capabilities and improve project revenue[41]. - The company successfully issued a 3-year medium-term note with a face value of RMB 500 million (approximately HKD 535 million) at a coupon rate of 2.5%, marking a historical low for similar maturities among Beijing's offshore registered enterprises[42]. - The company's asset-backed REITs product, "Guojun - Shoucheng Holdings Smart Parking Asset Phase II Support Special Plan," has received a no-objection letter from the Shenzhen Stock Exchange, following the issuance of the first parking asset REITs product in 2023[42]. - The company is actively involved in the REITs consulting sector, assisting multiple enterprises in asset integration and REITs issuance, including the successful listing application for the Zhonghang Yishang Warehousing Logistics REIT project[43]. - The company has completed several investments in various robotics sectors, including embodied intelligence and medical robotics, as part of its RMB 10 billion Beijing Robot Fund[42]. - The company aims to leverage its industry resource advantages to discover quality enterprises and empower them for long-term growth, contributing to the development of new productive forces in Beijing[42]. Corporate Governance and Employment - The company has complied with the corporate governance code as per the listing rules during the six months ending June 30, 2024[62]. - The company is committed to creating a closed-loop service for the full life cycle management of infrastructure assets[62]. - As of June 30, 2024, the company has a total of 427 employees, promoting equal employment opportunities and a diverse work environment[58]. - The company’s compensation policy aims to ensure competitive and fair remuneration, with a performance-based incentive system in place[58]. Future Outlook and Risk Management - The company aims to transition from an "asset operation company" to an "asset management company" by enhancing asset lightweight capabilities and integrating asset operation with financing[59]. - The company plans to strengthen asset circulation and focus on the technological development of its business for sustainable growth[59]. - The company is focused on managing financial risks, including market, credit, and liquidity risks, to mitigate potential adverse impacts on its financial performance[44]. - The board believes that strategic investments will provide stable returns for the company in the long term[53]. - The company has changed the allocation of unutilized funds to enhance cash flow management flexibility and optimize its business model[56]. - The company’s REIT fund is expected to generate stable and predictable rental income from its diversified asset portfolio[53]. - The company has emphasized the importance of enhancing asset operation capabilities across various asset categories to ensure continuous value appreciation[59]. - The company is focused on developing a sustainable growth model through technology empowerment to increase asset value[59]. - The company has not made any significant acquisitions or disposals in the first half of 2024[55].