年 報 2020 Differ Group Holding Company Limited 鼎豐集團控股有限公司 (於開曼群島註冊成立的有限公司) 股份代號: 6878 | --- | --- | --- | |----------------------|-------|-------| | | | | | | | | | | | | | | | | | | | | | | | | | 目 錄 | | | | | | | | 公司資料 2 | | | | | | | | 財務概要 3 | | | | 主席報告 5 | | | | | | | | 董事及高級管理層履歷 | 7 | | | 管理層討論及分析 10 | | | | | | | | 董事報告 20 | | | | 企業管治報告 29 | | | | 環境、社會及管治報告 | 41 | | | 獨立核數師報告 66 | | | | 綜合全面收益表 72 | | | | 綜合財務狀況表 74 | | | | 綜合權益變動表 76 | | | | 綜合現金流量表 78 | | | | 財務報表附註 80 | | | | 物業組合 199 | | | 鼎豐 ...

Revenue Performance - Revenue from financial services reached RMB 71,642,000, an increase of 27.8% compared to RMB 56,122,000 in the same period last year[11] - Revenue from asset management business was RMB 122,759,000, down 7.5% from RMB 132,754,000 year-on-year[11] - Revenue from commodity trading was RMB 2,551,968,000, with no revenue reported in the previous year[11] - Total revenue from commodity trading for the six months ended June 30, 2020, reached RMB 2,551,968,000, with total revenue for the period amounting to RMB 2,746,369,000[49] - Revenue from quick loan services rose by 115.3% from approximately RMB 25.9 million to RMB 55.8 million, primarily due to an increase in average receivables during the period[98] - Revenue from financing leasing services slightly decreased by 6.2% from approximately RMB 7.7 million to RMB 7.2 million, attributed to a cautious strategy in business development[99] - Revenue from financial advisory services dropped significantly from approximately RMB 15.6 million to RMB 1.6 million due to reduced demand for such services[103] - Revenue from property sales in the Shexiang Ancient City project amounted to approximately RMB 69.4 million for the six months ended June 30, 2020[104] - The company recorded approximately RMB 2,552 million in revenue from commodity trading business for the six months ended June 30, 2020, with a gross profit of approximately RMB 2.9 million[109] - Other income increased from approximately RMB 12 million to approximately RMB 25.2 million, a growth of approximately RMB 13.2 million or 110.5%[112] Profitability and Income - Total comprehensive income for the period was RMB 21,395,000, a significant decrease of 85.4% from RMB 146,660,000 in the prior year[14] - Net profit for the period was RMB 23,112,000, down 83.5% from RMB 140,115,000 year-on-year[11] - Basic and diluted earnings per share were RMB 0.34, compared to RMB 2.25 in the same period last year[14] - The pre-tax profit before income tax was RMB 25,133,000 for the six months ended June 30, 2020, down from RMB 26,467,000 in 2019[60] - Profit attributable to owners of the company for the six months ended June 30, 2020, was approximately RMB 22,000,000, a decrease of approximately RMB 118,600,000 or 84.3% compared to RMB 140,600,000 for the same period in 2019[117] Assets and Liabilities - Total assets as of June 30, 2020, amounted to RMB 5,376,091,000, an increase from RMB 4,439,636,000 at the end of the previous year[16] - The group's total assets as of June 30, 2020, were RMB 6,660,821,000, an increase from RMB 5,937,918,000 as of December 31, 2019[52] - The company’s total liabilities increased to RMB 1,458,452 thousand as of June 30, 2020, from RMB 1,155,503 thousand, indicating a growth of about 26.2%[21] - The group's total liabilities as of June 30, 2020, were RMB 4,932,649,000, compared to RMB 4,346,667,000 as of December 31, 2019, indicating an increase of approximately 13.4%[52] - The total assets minus current liabilities reached RMB 3,186,624 thousand, up from RMB 2,746,754 thousand, indicating a growth of about 15.9% year-over-year[21] - The net asset value of the company reached RMB 1,728,172 thousand as of June 30, 2020, compared to RMB 1,591,251 thousand at the end of 2019, reflecting an increase of approximately 8.6%[21] Cash Flow and Financing - The company reported a financing cost of RMB 48,311,000, significantly higher than RMB 15,496,000 in the previous year[11] - The net cash used in operating activities for the six months ended June 30, 2020, was RMB (188,708) thousand, compared to RMB 112,958 thousand for the same period in 2019, reflecting a significant decline[27] - The company reported a net cash inflow from financing activities of RMB 217,751 thousand for the six months ended June 30, 2020, contrasting with a cash outflow of RMB (122,418) thousand in the previous year[27] - The company’s cash and cash equivalents at the end of the period were RMB 132,332 thousand, a significant increase from RMB 26,320 thousand at the end of the previous year[27] - The total cash and bank balances as of June 30, 2020, amount to approximately RMB 199,600,000, an increase from RMB 178,500,000 as of December 31, 2019[149] Corporate Governance and Compliance - The company has complied with the corporate governance code throughout the reporting period, except for a deviation regarding insurance for directors[162] - The company has adopted the standards of conduct for securities trading by directors as outlined in the Listing Rules Appendix 10, with no reported violations during the six months ending June 30, 2020[163] - There were no interests or conflicts of interest reported by directors in any competing businesses during the six months ending June 30, 2020[166] - The audit committee, consisting of two independent non-executive directors and one non-executive director, has reviewed the unaudited consolidated results for the six months ending June 30, 2020[167] Investments and Acquisitions - The company has acquired several companies and land parcels in Fujian and further acquired 49% of a company holding land in Shandong, anticipating stable housing demand in these cities[120] - The company completed the acquisition of land use rights for RMB 390,700,000 in February 2020, located in Shanghang County, Fujian Province[121] - The company completed the acquisition of 49% equity in Weihai Zhongtian Real Estate Co., Ltd. and 51% equity in Shanghang Fengda Property Co., Ltd. for a total consideration of RMB 211,120,000 and RMB 95,164,200 in debt[122] Share Capital and Dividends - The company did not recommend an interim dividend for the six months ended June 30, 2020, compared to no dividend in 2019[66] - The company’s issued and fully paid ordinary shares increased to 6,628,388,000 shares as of June 30, 2020, from 6,363,388,000 shares as of December 31, 2019[85] - The total number of share options granted under the share option scheme was 84,108,000, representing 5.55% of the total issued shares as of the report date[154] Financial Ratios - The capital debt ratio is 24.9% as of June 30, 2020, compared to 25.0% on December 31, 2019[149] - The current ratio is 1.55 times as of June 30, 2020, up from 1.39 times on December 31, 2019[149]

Revenue Performance - Revenue from financial services reached RMB 144.634 million, an increase of 11.8% from RMB 129.462 million in 2018[8] - Revenue from asset management business was RMB 777.613 million, up 8.7% from RMB 715.038 million in 2018[8] - Revenue from commodity trading was RMB 1.329594 billion, with no prior year comparison available[8] - Revenue increased from approximately RMB 844,500,000 for the year ended December 31, 2018, to approximately RMB 2,251,800,000 for the year ended December 31, 2019, representing a growth of approximately RMB 1,407,300,000 or 166.6%[35] - Revenue from the asset management business contributed approximately RMB 489,300,000 from the Dingfeng Tianjing residential development project for the year ended December 31, 2019[35] - The revenue from the financial advisory services increased from approximately RMB 3,400,000 for the year ended December 31, 2018, to approximately RMB 36,900,000 for the year ended December 31, 2019, reflecting a significant increase due to higher demand[44] Profit and Net Income - The net profit attributable to the owners of the company was RMB 335.503 million, compared to RMB 255.728 million in 2018, reflecting a growth of 31.2%[8] - The company achieved a profit before tax of RMB 435.109 million, an increase of 9.2% from RMB 398.518 million in 2018[8] - The group recorded a record profit of approximately RMB 336.1 million, an increase of 15.7% compared to the previous year, primarily driven by significant growth in asset management business[14] - The group reported a net profit attributable to the owners of the company of approximately RMB 335,500,000 for the year ended December 31, 2019, an increase of approximately RMB 79,800,000 or 31.2% compared to the previous year[65] Assets and Equity - Total assets amounted to RMB 5.937918 billion, an increase from RMB 5.572090 billion in 2018[10] - The company reported a total equity attributable to owners of RMB 1.587153 billion, slightly down from RMB 1.629493 billion in 2018[10] - The group recorded property development costs of approximately RMB 539,100,000 for the year ended December 31, 2019, primarily related to land and construction costs[52] Employee Expenses - The company reported a significant increase in employee benefits expenses, totaling RMB 59.949 million, up from RMB 39.706 million in 2018[8] - Employee benefits expenses rose from approximately RMB 39,700,000 for the year ended December 31, 2018, to approximately RMB 59,900,000 for the year ended December 31, 2019, an increase of approximately RMB 20,200,000 or 51.0%[58] - The total employee cost for the year ended December 31, 2019, was approximately RMB 59,900,000, compared to RMB 39,700,000 in 2018[79] Business Expansion and Strategy - The company plans to expand its market presence and enhance its product offerings in the upcoming fiscal year[12] - The group focuses on residential and commercial projects in China's second and third-tier cities, anticipating a moderate increase in overall real estate sales volume[14] - The group is actively seeking to expand new business opportunities to broaden its revenue sources, having obtained licenses for regulated activities in 2018[66] Corporate Governance - The company is committed to establishing good corporate governance practices to enhance shareholder value[154] - The company has complied with the listing rules regarding the minimum requirement of three independent non-executive directors, constituting over one-third of the board[159] - The board has established a diversity policy aimed at enhancing competitive advantage through a diverse composition of board members[160] Acquisitions and Investments - The group completed the acquisition of Shengrong Investment Limited for a total consideration of RMB 444,862,000, paid through the issuance of 1,033,000,000 shares at HKD 0.495 per share[71] - The acquisition of Zhuosheng Limited was completed on December 18, 2019, for a consideration of RMB 405,000,000, allowing full control over Longquan Dingfeng Hotel Limited[127] - The group completed acquisitions of various valuable and non-performing assets in 2019, reflecting its ability to diversify its asset categories[66] Financial Stability and Cash Management - The group aims to maintain financial stability and robust cash reserves to seize potential expansion and investment opportunities amid economic uncertainties due to COVID-19[18] - The group reported a total cash and bank balance of approximately RMB 178,500,000 as of December 31, 2019, an increase from RMB 125,800,000 in 2018[83] - The capital debt ratio as of December 31, 2019, was 25.0%, up from 22.4% in 2018[83] Dividend Policy - The group did not recommend a final dividend for the year ended December 31, 2019, consistent with no dividend in 2018[76] - The company did not recommend any dividend payment for the year ended December 31, 2019, consistent with the previous year[92] - The company has no predetermined dividend payout ratio and will consider various factors including financial performance and cash flow when declaring dividends[95] Related Party Transactions - Related party transactions during the year are detailed in the financial statements, with specific disclosures required under the listing rules[125]

Revenue Performance - The revenue from asset management business for the six months ended June 30, 2019, was RMB 132,754,000, a decrease of 62.3% compared to RMB 352,377,000 in the same period of 2018[8]. - Revenue from financial services for the same period was RMB 56,122,000, down 23.9% from RMB 73,688,000 year-on-year[8]. - Revenue from property sales decreased to RMB 130,452,000 for the six months ended June 30, 2019, down 62.4% from RMB 346,775,000 in the same period of 2018[25]. - Revenue decreased from approximately RMB 426.1 million for the six months ended June 30, 2018, to approximately RMB 188.9 million for the same period in 2019, a decline of RMB 237.2 million or 55.7%[64]. - Financing leasing service revenue decreased by 62.3% from approximately RMB 20.5 million to RMB 7.7 million due to a cautious strategy in business development[66]. - Financial advisory service revenue increased from approximately RMB 2.8 million to RMB 15.6 million, attributed to an increase in the number of clients[67]. - Entrusted loan service revenue decreased by 56.4% from approximately RMB 33.1 million to RMB 14.4 million due to a reduction in average receivables[68]. - Guarantee service revenue decreased by 10.6% from approximately RMB 5.7 million to RMB 5.1 million, primarily due to a decrease in the number of clients[70]. - Other income decreased from approximately RMB 13.3 million to RMB 12 million, a decline of RMB 1.3 million or 10.0%[72]. - Revenue from the sale of investment properties amounted to approximately RMB 24.7 million from the sale of parts of the Chuzhou Cultural Tourism project and an investment property in Xiamen[73]. Profitability and Earnings - The total comprehensive income for the period was RMB 146,660,000, a decrease of 13.1% compared to RMB 168,823,000 in the previous year[9]. - The net profit attributable to the owners of the company was RMB 140,115,000, slightly up from RMB 139,157,000 in the same period last year[9]. - The company reported a basic and diluted earnings per share of RMB 2.25, compared to RMB 2.42 in the previous year[9]. - The company reported a pre-tax profit of RMB 15,496,000 for the six months ended June 30, 2019, down from RMB 19,518,000 in the same period of 2018[30]. - Profit attributable to the owners of the company for the six months ended June 30, 2019, was approximately RMB 140,600,000, an increase of about RMB 36,100,000 or 34.5% compared to the previous period[79]. Expenses and Costs - The company recorded a financing cost of RMB 15,496,000, down 20.4% from RMB 19,518,000 in the previous year[8]. - Employee benefit expenses increased to RMB 26,467,000 from RMB 16,756,000 year-on-year, reflecting a rise of 58.5%[8]. - Employee costs, including director remuneration, increased to RMB 26,467,000, up 58.1% from RMB 16,756,000 in the previous year[31]. - Property development costs for the same period amounted to approximately RMB 74,500,000, primarily related to the first and second phases of the Dingfeng Tianjing project and land costs in Chuzhou[76]. - Other expenses rose from approximately RMB 20,500,000 to RMB 31,800,000, an increase of about RMB 11,300,000 or 55.0%, attributed to business expansion[78]. Assets and Liabilities - The total assets as of June 30, 2019, amounted to RMB 4,651,401,000, an increase from RMB 4,541,304,000 at the end of 2018[10]. - The total equity attributable to owners of the company increased to RMB 1,779,142 thousand as of June 30, 2019, compared to RMB 1,630,991 thousand at the end of 2018[11]. - The total liabilities as of June 30, 2019, were RMB 2,917,205 thousand, an increase from RMB 2,631,329 thousand as of December 31, 2018[11]. - The company's non-current liabilities included bank and other borrowings of RMB 362,044 thousand as of June 30, 2019, compared to RMB 675,229 thousand at the end of 2018[11]. - The total current assets, including receivables from entrusted loans and finance leases, amounted to RMB 820,602,000 as of June 30, 2019, down from RMB 919,602,000 at the end of 2018[39]. - The company's debt-to-asset ratio was 20.5% as of June 30, 2019, compared to 22.4% on December 31, 2018[97]. - The current ratio was 1.59 times as of June 30, 2019, slightly down from 1.64 times on December 31, 2018[97]. Business Strategy and Future Outlook - The company plans to continue exploring market expansion opportunities and new product development strategies in the upcoming periods[9]. - The company aims to expand its asset management business, which is seen as a key growth driver, and has completed acquisitions of Shengrong Group and land in Zhejiang Province[80]. - The company is actively seeking new business opportunities to diversify revenue sources and has obtained licenses for regulated activities in securities trading and asset management[80]. - The board believes that the recent acquisitions will generate significant returns in the coming years due to favorable economic conditions and valuable asset holdings[80]. Shareholder Information - As of June 30, 2019, major shareholders included Expert Corporate with 3,001,200,000 shares (47.16%) and Ever Ultimate with 1,115,800,000 shares (17.53%) of the total issued share capital[81][85]. - The company issued 1,033,000,000 new ordinary shares at a price of HKD 0.495 per share for the acquisition of Shengrong[50]. - The company completed the acquisition of Shengrong's entire issued share capital for RMB 499,972,000, paying with 1,033,000,000 shares at an issue price of HKD 0.495 per share[91]. Corporate Governance - The company has complied with the corporate governance code, except for not purchasing insurance for directors facing legal actions[104]. - There were no conflicts of interest reported among directors in competing businesses during the six months ended June 30, 2019[106]. - The company confirmed that all independent non-executive directors complied with their non-compete commitments during the reporting period[107]. - The audit committee consists of three independent non-executive directors, including Mr. Chan Sing-nang (Chairman), Mr. Lam Kit-lam, and Mr. Tsang Hoi-sang[108]. - The unaudited consolidated results for the six months ended June 30, 2019, have been reviewed by the audit committee[108].

Financial Performance - The company reported a record revenue of approximately RMB 851.8 million for the year, with a profit attributable to owners increasing by 51.6% to approximately RMB 264.2 million[9]. - Revenue increased from approximately RMB 299.3 million for the year ended December 31, 2017, to approximately RMB 851.8 million for the year ended December 31, 2018, representing a growth of approximately RMB 552.5 million or 184.6%[26]. - The company’s operating profit before tax was RMB 407.4 million, with tax expenses of RMB 108.1 million[6]. - The profit attributable to the owners of the company for the year ended December 31, 2018, was approximately RMB 264,200,000, an increase of approximately RMB 89,900,000 or 51.6% compared to RMB 174,300,000 for the year ended December 31, 2017[43]. - Other income decreased to RMB 35.8 million from RMB 53.2 million in the previous year[6]. - Financing costs decreased significantly to RMB 35.5 million from RMB 56.3 million in the previous year[6]. Revenue Sources - Revenue from asset management business surged to RMB 715.0 million, up from RMB 118.1 million in the previous year[6]. - Income from asset management services recorded approximately RMB 21.3 million, primarily from the sale of non-performing assets and rental income[27]. - Revenue from financing leasing services decreased by 36.4% from approximately RMB 52.8 million to RMB 33.6 million, mainly due to reduced contributions from Hong Kong[28]. - Revenue from financial advisory services decreased from approximately RMB 28.4 million to RMB 3.4 million due to a decrease in the number of clients[29]. - Commission loan service revenue slightly increased by 1.2% to approximately RMB 54.8 million, attributed to an increase in average receivables[30]. - Guarantee service revenue increased by 118.4% from approximately RMB 8.9 million to approximately RMB 19.4 million, despite a decrease in the number of guarantees provided[32]. Acquisitions and Investments - The acquisition of Differ Cultural Tourism Development Limited was completed in January 2018, contributing RMB 693.7 million in revenue from its property projects[9]. - The acquisition of i) Shengrong Investment Co., Ltd. and ii) land in Zhejiang Province was completed in January 2019, reflecting the company's ability to diversify its asset categories and successfully transition from non-performing to valuable assets[10]. - The acquisition of Dingfeng Cultural Tourism Group is expected to enhance the company's asset management business and create significant returns in the coming years[47]. - The company completed the acquisition of Dingfeng Cultural Tourism Development Co., Ltd. for a total consideration of RMB 375,000,000, with a fair value of RMB 376,929,000 upon completion[111][113]. - The company acquired a loan of RMB 190,000,000 and 30% equity stakes in Jingning Dingfeng and Lishui Fufeng Cultural Tourism Co., Ltd. for the same amount, enhancing its control over these subsidiaries[114]. - The acquisition of Shengrong Investment Co., Ltd. was completed for RMB 499,972,000, with payment made through the issuance of 1,033,000,000 shares at HKD 0.55 each, furthering the company's strategic expansion[115]. Financial Position - Total assets reached RMB 4,147.9 million, while total liabilities amounted to RMB 2,506.1 million as of December 31, 2018[6]. - The company’s total equity attributable to owners increased to RMB 1,612.0 million from RMB 1,307.5 million in the previous year[6]. - The company has committed capital expenditures of RMB 1,293,028,000 for investments in subsidiaries as of December 31, 2018[54]. - As of December 31, 2018, the company had cash and bank balances totaling approximately RMB 125,500,000, an increase from RMB 78,300,000 in 2017[70]. - The company's debt-to-asset ratio was 14.8% as of December 31, 2018, down from 19.0% in 2017[70]. - The company raised approximately RMB 265,271,000 through a placement and subscription agreement, enhancing its financial position[71]. Shareholder Information - The company did not recommend a final dividend for the year ending December 31, 2018, consistent with the previous year[65]. - The company has no predetermined dividend payout ratio, and dividends will be declared based on financial performance and cash flow conditions[82]. - The company’s distributable reserves as of December 31, 2018, were approximately RMB 871.3 million, significantly up from RMB 355.1 million in 2017[94]. - The top five customers contributed less than 30% of the group's total revenue for the year ended December 31, 2018[96]. - The company's major shareholders and their interests were disclosed, with no additional interests reported beyond those of the directors and senior management[128]. Corporate Governance - The company has adopted corporate governance practices based on the principles and code provisions of the Corporate Governance Code[140]. - The board of directors is responsible for reviewing and supervising the management of the group's business and overall performance[142]. - The company emphasizes the importance of independent directors in its governance structure, adhering to listing rules regarding independence[178]. - The board has established a diversity policy aimed at enhancing the competitive advantage of the company through a diverse board composition[147]. - The company has established guidelines for the nomination and appointment of directors to ensure a diverse and competent board[182]. Related Party Transactions - The group engaged in related party transactions amounting to RMB 73,943,000 for guarantee services and consultancy fees with Longzhizu Holdings[117]. - The group also conducted related party transactions totaling RMB 257,750,000 for guarantee services and consultancy fees with Jingning Waisha[117]. - The guarantee service agreement with Longzhizu Holdings had a guarantee limit of RMB 73,000,000, with an annual guarantee fee of 2.1% and a consultancy fee of 1.0%[119]. - The guarantee service agreement with Jingning Waisha had a guarantee limit of RMB 250,000,000, with the same fee structure as the previous agreement[119]. Employee Information - The total employee cost for the year was approximately RMB 39,500,000, up from RMB 33,300,000 in 2017, with a workforce of 308 employees[68]. - A total of 84,108,000 stock options were granted to eligible participants during the year, reflecting the company's commitment to employee incentives[109].