TIAN AN-天安(00028) - 2022 - 年度财报

Financial Performance - Revenue for the year ended December 31, 2022, was HK $5,087.0 million, a 98% increase compared to HK$ 2,574.7 million in 2021[7] - Profit attributable to owners of the company increased by 7% to HK $1,528.6 million in 2022, up from HK$ 1,430.3 million in 2021[7] - Earnings per share for 2022 were HK $1.04, compared to HK$ 0.96 in 2021[7] - Net asset value per share attributable to owners of the company was HK $18.34 at the end of 2022, down from HK$ 18.82 in 2021[7] - The board declared an interim dividend of HK25 cents per share (in lieu of a final dividend) for 2022, up from HK20 cents per share in 2021[7] - The Group declared an interim dividend of HK25 cents per share for the year ended 31st December 2022, compared to HK20 cents per share in 2021[181] Property Development and Sales - Sales of completed properties increased by HK $2,528.5 million, mainly due to revenue recognition of residential projects in Jiangsu and Zhejiang Provinces[7] - Total attributable registered sales increased by 26% to 488,600 m² in 2022 (2021: 387,300 m²)[15] - Total attributable gross floor area completed increased by 92% to 860,000 m² in 2022 (2021: 448,200 m²)[15] - Total attributable gross floor area under construction decreased by 28% to 1,463,000 m² at the end of 2022 (2021: 2,021,900 m²)[15] - Phase 2 of Tian An Cloud Park in Shenzhen, with a GFA of 599,400 m², is completed and ready for sale or lease[15] - Guangming Tian An Cloud Park in Shenzhen (382,800 m²) and part of Deqing Tian An Cloud Park in Zhejiang (308,000 m²) were completed in 2022[15] - Property development revenue increased from HK$ 1,884.8 million in 2021 to HK $4,413.3 million in 2022, driven by sales of projects such as Ningbo Tian An First Mansion and Nantong Tian An First Mansion (Phase 1)[28][31] - Sales activities in 2022 were concentrated on projects such as Ningbo Tian An First Mansion and Changchun Tian An City One (Phase 4 Part 3)[36] Rental Income and Investment Properties - Rental income slightly increased by 0.4% compared to 2021[15] - Rental income slightly increased by 0.4% from HK$ 518.7 million in 2021 to HK $521.0 million in 2022[29][32] - The Group acquired investment properties totaling approximately HK$ 618,623,000 during the year, with a revaluation deficit of HK $113,907,000 recognized in the consolidated statement of profit or loss[182] - The Group transferred completed property inventories valued at HK$ 48,997,000 to investment properties[182] Joint Ventures and Associates - Share of profit from joint ventures increased by HK $235.1 million[7] - Share of profit from joint ventures increased significantly from HK$ 444.4 million in 2021 to HK $679.5 million in 2022[33] - Share of profit from associates rose from HK$ 2.0 million in 2021 to HK$12.3 million in 2022[33] - The Group holds a 50% interest in 天安數碼城（集團）有限公司 with an investment cost of US $60 million, and the carrying amount of the interests as of December 31, 2022, was approximately HK$ 2,777.8 million, representing 5.6% of the Group's total assets[48] - 天安數碼城（集團）有限公司 reported a profit for the year of approximately HK $1,281.8 million, with the Group's share of profits amounting to HK$ 600.3 million for the year[48] Landbank and Construction - Total landbank of the company is approximately 9,838,100 m², with 5,604,600 m² attributable to the company, including 1,201,100 m² of completed investment properties and 4,403,500 m² of properties under development and for development[38][39] - The company's land portfolio includes 2,114,200 m² of commercial properties and 2,289,300 m² of residential properties under development and for development[41] - Completed investment properties total 1,022,000 m² of commercial space and 179,100 m² of residential space[43] - Major inventories of completed residential properties include Huizhou Huiyang Tian An Sun Life City (84,100 m²), Ningbo Tian An First Mansion (32,900 m²), and Wuxi Tian An Manhattan (27,400 m²)[39] - The company's land portfolio is primarily located in Southern China (1,166,800 m²), Eastern China (1,682,000 m²), Northern China (695,600 m²), and Australia (859,100 m²)[41] - The company's completed investment properties are concentrated in Southern China (479,200 m²), Eastern China (497,600 m²), and Northern China (167,600 m²)[43] Financial Position and Borrowings - The company's total bank balances and cash reserves were approximately HK $9,127.4 million as of December 31, 2022, compared to HK$ 4,345.5 million in 2021[44][45] - Total borrowings of the company amounted to approximately HK $6,603.5 million as of December 31, 2022, with a gearing ratio of -9% (2021: 14%)[44][46] - Approximately 37% of the company's outstanding borrowings will mature within 2 years, with 8% being fixed-rate borrowings and the remainder floating-rate[47] - The company plans to acquire potential quality landbank and accelerate construction works by obtaining bank borrowings with reasonable pricing terms[47] Corporate Governance and Board Structure - The company has five independent non-executive directors (INEDs), representing not less than one-third of the Board, with at least one having appropriate professional qualifications or accounting expertise[125] - The Board held four meetings during the year, with individual attendance records for each Director at Board, Remuneration Committee, Audit Committee, and general meetings provided[125] - The Board regularly discusses the Group's overall strategy, operational and financial performance, and reviews annual and interim results[125] - The Board has delegated day-to-day responsibilities to executive management under the supervision of the Executive Committee, which has specific written terms of reference[127] - Regular Board meetings are scheduled in advance with at least 14 days' notice, and agendas are sent to all Directors at least 3 days before the meeting[130] - Directors have access to Board papers, related materials, and the Company Secretary's advice, as well as independent access to senior management[130] - The Board ensures compliance with Listing Rules and regulatory requirements, and Directors are encouraged to seek external independent professional advice when necessary[130] - The Board currently has a female Director out of eleven Directors, achieving a gender diversity of 9.1%[135] - The workforce (including senior management) achieved a gender ratio of 57(male):43(female) as of 31st December, 2022[138] - The Board Diversity Policy was adopted in December 2013 and updated in June 2022, aiming for balanced diversity[135] - The Board targets to maintain at least the current level of female representation, with the ultimate goal of increasing the proportion of female members over time[135] - The eleven Directors have diverse and complementary backgrounds, including management, property development, and financial expertise[135] - The Chairman and Chief Executive roles are separate, with Mr. Lee Seng Hui as Chairman and Mr. Patrick Lee Seng Wei as Managing Director[139] - The Board conducted an annual review of the implementation and effectiveness of the Board Diversity Policy and found it to be properly implemented and effective[135] - Directors participated in continuous professional development activities, including reading regulatory updates and attending relevant trainings and seminars[133] - The Company's Board Diversity Policy includes measurable objectives such as gender, age, cultural background, and professional experience[135] - The Board's responsibilities are clearly segregated and have been set out in writing, approved in June 2005, and updated in April 2012 and January 2019[139] - All NEDs (including INEDs) were appointed for a specific term of two years commencing from 1st January, 2021, except for Mr. Jiang Guofang who was appointed on 22nd June, 2022 with no designated length of service[142] - The appointment of all remaining NEDs (including INEDs) has been renewed from 1st January, 2023[142] - At each AGM, one-third of the Directors shall retire from office by rotation, and every Director shall be subject to retirement by rotation at least once every three years[143] - The Company disclosed the year of appointment of Messrs. Francis J. Chang Chu Fai and Jin Hui Zhi in the 2022 Circular, but omitted the length of tenure of all long-serving INEDs due to misinterpretation of code provision B.2.4(a)[143] - The Company issued a supplemental announcement on 27th April, 2022 to disclose the length of tenure of all INEDs[143] - To comply with code provision B.2.4(b) of the CG Code, the Company appointed Mr. Jiang as an additional INED with effect from 22nd June, 2022[143] - The Board has adopted written terms of reference for corporate governance functions since April 2012, including policy development, compliance monitoring, and training for Directors and senior management[146] - The Board established various committees (Nomination, Remuneration, Audit, and Executive Committees) with specific written terms of reference, and their decisions are reported to the Board[146] - The Nomination Committee, established in March 2012, consists of six members, including five independent non-executive directors (INEDs) and one executive director[148] - The Nomination Committee has formulated a Nomination Policy to ensure the Board has a balance of skills, experience, and diversity appropriate for the company's business[148] - The company has a formal and transparent procedure for the selection, appointment, and re-appointment of Directors, managed by the Nomination Committee[148] - The Nomination Committee did not hold any meetings in 2022 and handled matters by way of circulation[150] - The Nomination Committee reviewed and recommended the re-election of retiring Directors at the 2022 and 2023 AGMs[150] - The Nomination Committee reviewed and recommended the extension of the Managing Director's retirement age under the employment contract[150] - The Nomination Committee reviewed and recommended the revised Board Diversity Policy and terms of reference to comply with the CG Code amendments effective from January 1, 2022[150] - The Nomination Committee reviewed and recommended the renewal of NEDs (including INEDs) appointments from January 1, 2023[150] - The Remuneration Committee consists of five members, all of whom are INEDs, and was established in June 2005[152] - The Remuneration Committee deviates from the CG Code by only making recommendations on Executive Directors' remuneration, not senior management[152] - The Remuneration Committee held one meeting in 2022, as required by its terms of reference[152] - The Remuneration Committee reviewed and recommended the revised policy and structure for the remuneration of Directors and terms of reference of the Remuneration Committee in compliance with the amendments to the CG Code effective from 1st January, 2022[154] - The Remuneration Committee reviewed the remuneration packages of all Executive Directors and NEDs (including INEDs) for the year ended 31st December, 2021[154] - The Remuneration Committee reviewed and recommended the bonus for the year ended 31st December, 2021 and the increment in salary for the year 2022 of the Executive Directors[154] - The Remuneration Committee reviewed and recommended the Directors' fee for the year 2022[154] - The Remuneration Committee reviewed and recommended the remuneration and the renewal of appointment of NEDs (including INEDs)[154] - The Audit Committee consists of six NEDs, five of whom are INEDs, and is chaired by an INED with appropriate professional qualifications or accounting or related financial management expertise[155] - The Audit Committee ensures the management has performed its duty to have effective risk management and internal control systems[155] - The Audit Committee ensures co-ordination between the internal and external auditors and that the internal audit function is adequately resourced and has appropriate standing within the listed company[155] - The Board considers that the Audit Committee shall recommend the policy on the engagement of the external auditors to supply non-audit services[155] - INEDs are not in an effective position to implement policy and follow up the same on a day-to-day basis[155] - Reviewed and approved the audit scope and fees for the 2021 Final Audit, 2022 Interim Review, and 2022 Final Audit[158] - Reviewed the audit completion report, independent review report, audit planning report, and final report from the external auditor for the 2021 Final Audit, 2022 Interim Review, and 2022 Final Audit[158] - Recommended the Board's approval for the financial reports for the year ended 31st December 2021, six months ended 30th June 2022, and year ended 31st December 2022[158] - Reviewed internal audit plans and internal audit review reports prepared by the Internal Audit Function[159] - Recommended the Board's approval for updated reports on resources, qualifications, and experience of staff in accounting, internal audit, and financial reporting functions, as well as ESG performance and reporting[159] - Recommended the Board's approval for revised policies on risk management, compliance, and internal control procedures to comply with the amended CG Code effective from 1st January 2022[159] - Recommended the Board's annual review/approval for revised Whistle Blower Policy, Procedures for the Identification and Monitoring of Connected Transactions, and Related Party Transaction Policies and Procedures[159] - Recommended the Board's annual review of the Group's risk management and internal control systems[159] - The Executive Committee is responsible for formulating and implementing policies for the Group's business activities, internal control, and administration, and for planning and deciding on business strategies within the overall strategy determined by the Board[161] - The Company Secretary, Ms. Cindy Yung Yee Mei, undertook over 15 hours of relevant professional training during the year to update her skills and knowledge[161] - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as its code of conduct, and all Directors confirmed compliance with the required standards[161] - The Directors acknowledge their responsibility for preparing the consolidated financial statements of the Group, adopting Hong Kong Financial Reporting Standards and ensuring the statements are prepared on a going concern basis[162] - The Board reviews annually the effectiveness of the Group's risk management and internal control systems, covering financial, operational, and compliance controls[162] - The Group's risk management and internal control systems are designed to provide reasonable assurance against material misstatement or loss and to assist in achieving the Group's objectives[162] - The company has established systems and procedures to identify, evaluate, and manage risks across different business activities, with annual assessments coordinated by the Internal Audit (IA) Function[165] - A principal subsidiary operates under independent risk management and internal control systems, providing assurance of compliance with the Corporate Governance (CG) Code[165] - The Internal Audit Function reports to the Chairman of the Board and the Audit Committee, conducting independent appraisals of the Group's risk management and internal control systems[165] - The company paid a total of HK$ 5,983,000 to its external auditor, with HK $5,040,000 for audit services and HK$ 943,000 for non-audit services[168] - The Board adopted a Policy on the Disclosure of Inside Information in January 2013 to ensure timely and fair dissemination of inside information to the public[165] - The 2022 AGM was held on 20th May, 2022, with the attendance record of the Directors detailed in the "The Board" section of the report[170] - Shareholders representing at least 5% of the total voting rights can request the Directors to convene an EGM by sending a written request to the Registered Office[170] - The Board adopted a new Articles of Association by special resolution at the 2022 AGM, allowing hybrid meetings and setting out related powers for the Board and chairman[171] - The Company's Dividend Policy, adopted in January 2019, aims to provide reasonable and sustainable returns to shareholders while maintaining financial stability[174] - The Board may declare or propose dividends annually, considering operating results, earnings, liquidity, and economic conditions, among other factors[174] - The Company regularly reviews and updates its corporate governance practices based on experience, regulatory changes, and shareholder feedback[174] - Revenue for the year was mainly derived from activities in the People's Republic of China (PRC)[175] - The Group's revenue and profit before taxation breakdown by principal activities are detailed in note 6 of the consolidated financial statements[175] - The Group's business and profitability growth were affected by the volatility and uncertainty of macroeconomic conditions in the PRC[177] - Financial risks include market risk, credit risk, and liquidity risk, with detailed discussions in note 43b of the consolidated financial statements[177] - Operational risks are mitigated through robust internal controls, clear lines of responsibility, and effective internal reporting[177] - The Group is committed to environmental sustainability, complying with local environmental protection laws and regulations[178] - Environmental policies include minimizing paper and electricity consumption, reducing waste, and promoting electronic communication[178] - The Group's environmental, social, and governance (ESG) performance is detailed in a separate ESG report available on the Stock Exchange and Company websites[178] - The Group did not issue any debentures or enter into equity-linked agreements during the year[182] - Bank loans and other borrowings repayable within one year or on demand are classified as current liabilities, with repayment details provided in notes 32 and 33 of the consolidated financial statements[185] - The Group complied with all applicable laws and regulations, with no material breaches reported during the year[181] Directors and Senior Management - The Board of Directors includes executive directors such as Song Zengbin and Patrick Lee Seng Wei, and independent non-executive directors like Francis J. Chang Chu Fai and Jiang Guofang, who was appointed on 22nd June 2022[185] - Song Zengbin, aged 68