香港兴业国际(00480) - 2024 - 年度财报

Board of Directors Executive Directors The executive director team, led by Mr. Victor CHA (Executive Chairman) and Mr. TANG Moon Wah (Managing Director), along with three other executives experienced in real estate development, hotel management, and finance, is responsible for the Group's strategic leadership and daily operations - Mr. Victor CHA has served as an Executive Director since 1989 and as Chairman since November 2020, possessing over 40 years of experience in real estate development and textile manufacturing[8][480] - Mr. TANG Moon Wah was appointed Managing Director in November 2020, having served the Group since 1985 with over 40 years of extensive experience in property development[483][499] - Ms. YAN Man Ying was appointed Executive Director in February 2021 and currently serves as Chief Financial Officer, overseeing the Group's finance, treasury, and various regulatory functions[12][487] Non-executive Directors The non-executive director team, including Ms. Madeline WONG (Non-executive Deputy Chairman) and other CHA family members, brings decades of experience in venture capital, investment management, and real estate, providing independent strategic guidance and oversight to the Board - Ms. Madeline WONG was appointed Non-executive Deputy Chairman in November 2020, joined the Board in 1989, and also serves as a director of several private companies[9][482] - Mr. Johnson CHA joined the Board in 1989, possessing over 40 years of extensive experience in venture capital and investment management[51][488] - Mr. Benjamin CHA was appointed Non-executive Director in July 2022, with over 20 years of experience in real estate investment, development, and fund management[14][489] Independent Non-executive Directors The independent non-executive director team comprises four senior professionals with deep backgrounds in business management, financial services, accounting, and auditing, overseeing key areas such as corporate governance, remuneration, nomination, and audit to ensure the independence and impartiality of Board decisions - Mr. CHEUNG Wing Lam has served on the Board since 2006, acting as Chairman of the Remuneration Committee and a member of the Audit Committee[15][490] - Mr. FAN Hung Ling was appointed in November 2017, serving as Chairman of the Nomination Committee, with over 35 years of experience in business management[41][52] - Mr. TANG Kwai Chang was appointed in September 2014, serving as Chairman of the Audit Committee, with extensive experience in auditing and risk management[26] - Ms. SHAO Bei Lan was appointed in April 2021, possessing over 35 years of experience in financial services, having held senior positions at Bank of China Group[17][532] Directors' Report Principal Activities and Business Review The company's principal activity is investment holding, with detailed business activities of its subsidiaries, associates, and joint ventures outlined in the financial statements notes; the Group complied with all relevant laws and regulations during the reporting period - The company's principal business is investment holding, with detailed business activities of its major subsidiaries, associates, and joint ventures provided in Note 42 to the consolidated financial statements[508] - A detailed review of the Group's business, performance analysis, and future development is presented in the "Chairman's Statement," "Management Discussion and Analysis," and "Financial Review" sections of the annual report[19][20] - During the year under review, the Group complied with all relevant laws and regulations materially affecting its business, with no cases of non-compliance related to environmental, labor, health and safety, anti-corruption, or data privacy regulations[45][493] Results and Dividend The Board does not recommend a final dividend for the 2024 financial year, and no interim dividend was paid during the current financial year 2024 Financial Year Dividend Information | Dividend Type | FY2024 | FY2023 | | :--- | :--- | :--- | | Interim Dividend | Nil | Nil | | Final Dividend | Not Recommended | 1 HK cent per share | Risks and Uncertainties The Group faces key risks including slow post-COVID-19 economic recovery, political and economic volatility in core property markets (Hong Kong, Mainland China, Thailand), operational disruptions, financial market risks (currency, interest rates), human resource attrition, cyber-attacks, changing compliance requirements, and extreme weather events due to climate change, with mitigation measures implemented Post COVID-19 Pandemic Recovery%20POST%20COVID-19%20PANDEMIC%20RECOVERY) Despite the receding impact of the COVID-19 pandemic, global economic recovery is slower than anticipated, with an unfavorable external environment; the Group actively addresses economic uncertainties and potential pandemic risks through cost control, creative activities, and safeguarding employee health - Economic recovery is slower than expected, with ongoing global economic instability disrupting the Group's business operations[511] - Response measures include strengthening cost control, organizing creative activities to enhance competitiveness, and continuously ensuring employee health and safety[511] Risks Pertaining to Property Development and Investment%20RISKS%20PERTAINING%20TO%20PROPERTY%20DEVELOPMENT%20AND%20INVESTMENT) The Group's core property development and investment businesses in Hong Kong, Mainland China, and Thailand are susceptible to changes in local economic, political, legal, and social environments; mitigation involves active market assessment, continuous review of investment strategies, detailed feasibility and stress testing of potential projects, and risk sharing with joint venture partners - Core business risks include changes in the economic, political, legal environment, and government policies in Hong Kong, Mainland China, and Thailand[47][48] - Mitigation measures include actively assessing market developments, continuously reviewing investment strategies, maintaining property quality, building a diversified tenant portfolio, and conducting detailed feasibility and stress tests for potential projects[47][48] Risks Pertaining to Operations of the Group%20RISKS%20PERTAINING%20TO%20OPERATIONS%20OF%20THE%20GROUP) Group operations face various risks such as contractor defaults, rising construction costs and inflationary pressures, and increased market competition; these risks are managed through regular policy reviews, strict supplier screening, close monitoring of project progress, and adequate insurance coverage to protect profitability - Operational risks include contractor or tenant defaults, rising construction and fuel costs, inflationary pressures, increased competition, and accidents[537][541] - Response strategies include regularly reviewing policies, strictly screening suppliers, monitoring project progress, launching innovative business strategies, and purchasing adequate business interruption insurance[537][541] Financial Risks%20FINANCIAL%20RISKS) The Group's primary financial risks include market risk (currency, interest rate, and price risk), credit risk, and liquidity risk, with details of related financial instruments and risk mitigation policies provided in Note 41 to the consolidated financial statements - The Group's main financial instrument-related risks include market risk (currency, interest rate, price), credit risk, and liquidity risk[54] Human Resources Risks%20HUMAN%20RESOURCES%20RISKS) The Group's success depends on attracting, training, and retaining high-skilled talent; to mitigate the risk of key personnel loss, the Group implements succession plans, provides continuous internal and external training, and regularly reviews compensation and benefits to maintain market competitiveness, while enhancing employee belonging through initiatives like establishing an employee recreation club - The Group's success relies on attracting, training, retaining, and motivating excellent employees at all levels; the loss of key personnel could adversely affect business prospects[54] - Mitigation measures include establishing succession plans, providing internal and external training, regularly reviewing compensation and benefits, and forming an employee recreation club to enhance employee belonging[54] Cyber-Attacks Risks%20CYBER-ATTACKS%20RISKS) The increasing frequency and severity of corporate cyber-attacks may lead to data loss, confidential information leakage, and operational disruptions; the Group has engaged external cybersecurity consultants for regular assessments and penetration tests, implementing measures such as firewalls, antivirus software, disaster recovery drills, and regular employee education to reduce risks - Cyber-attacks may lead to data loss, confidential data leakage, equipment failure, and operational disruptions, resulting in reputational damage and revenue loss[54] - Mitigation measures include engaging external consultants for cybersecurity assessments, regularly conducting disaster recovery drills, employing firewalls and filtering software, and educating users on cybersecurity risks[24][78] Compliance Risks%20COMPLIANCE%20RISKS) The Group's diversified operations across major Asian cities, including Hong Kong and Mainland China, face compliance risks from unpredictable regulatory changes; to mitigate this, the Group continuously monitors local legal and regulatory developments, assesses impacts, and seeks legal advice when necessary to ensure compliance - The Group's diversified operations across major Asian cities pose compliance risks from unpredictable regulatory changes[50][79] - To mitigate risks, the Group continuously monitors local legal and regulatory changes, assesses impacts, and seeks legal advice when necessary[50][79] Environmental and Climate-Related Risks%20ENVIRONMENTAL%20AND%20CLIMATE-RELATED%20RISKS) Extreme weather events due to climate change may increase risks of business disruption, physical asset damage, and reduced investment value; the company actively assesses climate risks, integrates them into strategic planning, and implements measures like long-term emission reduction targets, green technologies, improved new project designs, and employee training to mitigate climate impacts and enhance resilience - Extreme weather due to climate change may lead to business disruption, asset damage, increased repair costs, and reduced investment value[77][80] - Response measures include setting long-term emission reduction targets, adopting green building designs, improving new development projects to withstand natural disasters, and providing employees with training on responding to extreme weather[81][84] Directors' Interests in Shares, Underlying Shares and Debentures As of March 31, 2024, the company's directors, particularly members of the CHA family, held significant long positions in the company's shares through beneficial ownership and discretionary trusts; additionally, several directors were granted share options under the company's share option scheme Directors' Long Positions in the Company's Shares (as at March 31, 2024) | Director Name | Capacity | Personal Interest | Other Interests | Total | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | | Victor CHA | Beneficial Owner and Beneficiary of Discretionary Trust | 1,254,278 | 791,896,895 | 793,151,173 | 53.40% | | Madeline WONG | Settlor and/or Beneficiary of Discretionary Trust | – | 789,684,882 | 789,684,882 | 53.17% | | Johnson CHA | Beneficiary of Discretionary Trust | – | 790,469,647 | 790,469,647 | 53.22% | | Benjamin CHA | Beneficiary of Discretionary Trust | – | 780,233,599 | 780,233,599 | 52.53% | | TANG Moon Wah | Beneficial Owner | 148,720 | – | 148,720 | 0.01% | - Several directors were granted company share options, with details disclosed in the "Details of Share Options Granted and Available for Grant" section[64][66] Share Option Scheme The company's current 2021 Share Option Scheme aims to incentivize directors, employees, and consultants, valid for 10 years until August 24, 2031; during the year, 42,280,000 options were granted and 880,000 lapsed under the 2021 scheme, while 220,000 options lapsed under the terminated 2011 scheme - The current Share Option Scheme ("2021 Scheme") was adopted on August 25, 2021, valid for 10 years, expiring on August 24, 2031[39][171] - During the year, 42,280,000 share options were granted and 880,000 lapsed under the 2021 Scheme; 220,000 share options lapsed under the 2011 Scheme[39] Summary of Share Option Movements During the Year | Scheme | Balance at Beginning of Year | Granted During Year | Lapsed During Year | Balance at End of Year | | :--- | :--- | :--- | :--- | :--- | | 2021 Scheme | 39,520,000 | 42,280,000 | 880,000 | 80,920,000 | | 2011 Scheme | 35,750,000 | 0 | 220,000 | 35,530,000 | Substantial Shareholders As of March 31, 2024, in addition to the directors, the company's substantial shareholders include CCM Trust (Cayman) Limited, LBJ Regents (PTC) Limited, and Magnificent Group Holdings Limited, holding significant share interests through corporate trustees or controlled corporations Substantial Shareholders' Shareholdings (as at March 31, 2024) | Shareholder Name | Capacity | Number of Ordinary Shares | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | CCM Trust (Cayman) Limited | Corporate Trustee | 715,617,969 | 48.17% | | LBJ Regents (PTC) Limited | Corporate Trustee | 101,084,280 | 6.81% | | Magnificent Group Holdings Limited | Interest in Controlled Corporation | 144,606,568 | 9.73% | | OEI Kang Eric | Interest in Controlled Corporation / Jointly Held Interest | 90,405,600 | 6.08% | | Claudio Holdings Limited | Interest in Controlled Corporation | 83,500,800 | 5.62% | Connected and Related Party Transactions Related party transactions disclosed in Notes 43(a) and (b) of the consolidated financial statements constitute connected transactions under the Listing Rules but are exempt from shareholder approval and disclosure requirements; other related party transactions in Note 43 do not constitute connected transactions under the Listing Rules - Related party transactions disclosed in Notes 43(a) and (b) of the consolidated financial statements constitute connected transactions under the Listing Rules but are exempt under Rule 14A.76[33][584] Continuing Disclosure Requirements As of March 31, 2024, advances and guarantees provided by the Group to affiliated companies totaled HKD 7,888.5 million, representing 18.9% of the Group's total consolidated assets, primarily involving the joint venture "Ga Fung Limited" for a Tai Po residential project and "Dazhongli Group" operating investment properties in Shanghai - As of March 31, 2024, the total advances and guarantees provided by the Group to affiliated companies amounted to HKD 7,888.5 million, representing 18.9% of total consolidated assets[91] - Advances of HKD 1,671.9 million were provided to "Ga Fung Limited," a joint venture for the Tai Po residential project, with guarantees for its bank financing amounting to HKD 884.5 million utilized[91][590] - Advances totaling HKD 4,559.7 million were provided to "Dazhongli Group" in Shanghai (50% held by the Group) to finance its development expenditures[91] Purchase, Sale or Redemption of the Company's Listed Securities During the current financial year, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the year, the Group did not engage in any purchase, sale, or redemption activities of the company's listed securities[113][567] Donations During the current financial year, the Group's total charitable and other donations amounted to approximately HKD 1.7 million, an increase from HKD 1.3 million in the previous year - The Group's total charitable and other donations during the year amounted to approximately HKD 1.7 million[93][94] Auditor The consolidated financial statements for the 2024 financial year have been audited by PricewaterhouseCoopers, and a resolution will be proposed at the 2024 Annual General Meeting to re-appoint PricewaterhouseCoopers as auditor - The consolidated financial statements for the 2024 financial year have been audited by PricewaterhouseCoopers, and a resolution for re-appointment will be proposed[96][572] Corporate Governance Report Board of Directors The Board comprises twelve directors, including five executive and seven non-executive directors (four of whom are independent non-executive directors), ensuring diverse skills and independent decision-making; the report details Board responsibilities, procedures, annual assessment mechanisms, commitment to continuous professional development, and clear separation of Chairman and Managing Director roles Board Composition (as at March 31, 2024) | Category | Number | | :--- | :--- | | Executive Directors | 5 | | Non-executive Directors | 7 | | Of which: Independent Non-executive Directors | 4 | | Total | 12 | - The roles of Chairman (Mr. Victor CHA) and Managing Director (Mr. TANG Moon Wah) are held by two different individuals, with clearly defined responsibilities[107][129] - The Board conducts annual assessments to review its culture, operations, and composition, continuously promoting improvements; assessment results indicate a preference for younger, female, and independent directors with expertise in IT, risk management, or finance if new directors are needed[107] Board Committees The Board has established several specialized committees, including Remuneration, Audit, Nomination, and Corporate Governance, to assist in fulfilling its duties; each committee has clear terms of reference and is composed of directors with relevant expertise, with independent non-executive directors holding majority seats in several committees to ensure independent and professional decision-making - The Board has established various committees, including Remuneration, Audit, Nomination, and Corporate Governance, with clear terms of reference and delegated authority[137][139][158] Board and Committee Meeting Attendance (FY2024) | Director Name | Board Meetings | Audit Committee | Remuneration Committee | Nomination Committee | Corporate Governance Committee | AGM | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Victor CHA | 6/6 | – | 5/5 | 1/1 | 2/2 | ✓ | | TANG Moon Wah | 6/6 | – | – | – | – | ✓ | | CHEUNG Ho Koon | 6/6 | – | – | – | – | ✓ | | LI Wang Hei | 6/6 | – | – | – | – | ✓ | | YAN Man Ying | 6/6 | – | – | – | – | ✓ | | Madeline WONG | 5/6 | – | – | 1/1 | 2/2 | ✓ | | Johnson CHA | 6/6 | – | – | – | – | ✗ | | Benjamin CHA | 6/6 | – | – | – | – | ✓ | | CHEUNG Wing Lam | 6/6 | 7/7 | 5/5 | – | – | ✓ | | FAN Hung Ling | 5/6 | – | 5/5 | 1/1 | 2/2 | ✓ | | SHAO Bei Lan | 6/6 | 7/7 | – | 1/1 | – | ✓ | | TANG Kwai Chang | 6/6 | 7/7 | – | 1/1 | 2/2 | ✓ | Accountability and Audit The Board affirms its responsibility for preparing true and fair financial statements; the Group's risk management and internal control systems are under the Board's overall responsibility, overseen and independently reviewed by the Audit Committee, Risk Management Oversight Group, and Internal Audit Department to ensure effectiveness and adequacy; for FY2024, these systems were deemed effective and adequate - The Board bears overall responsibility for the Group's risk management and internal control systems, aiming to manage rather than eliminate risks[859][1261] - The Group has established a risk governance and management framework comprising the Board, Audit Committee, Risk Management Oversight Group, and functional departments[672][712] - Following an annual review, the Board deemed the Group's risk management and internal control systems effective and adequate for the year ended March 31, 2024[719][720] - For FY2024, the audit service fees for independent auditor PricewaterhouseCoopers were approximately HKD 8.7 million, and non-audit service fees were approximately HKD 4.2 million[727][729] Shareholders' Rights and Investor Relations The company is committed to effective communication with shareholders and investors through various channels including annual general meetings, announcements, annual reports, and its website; a shareholder communication policy has been adopted, and clear procedures are provided for shareholders to convene extraordinary general meetings and nominate directors; over twenty meetings and communication activities were held with stakeholders during the year - The company has adopted a shareholder communication policy to maintain continuous dialogue with shareholders and the investment community[738][739] - Shareholders can request to convene extraordinary general meetings in writing or nominate director candidates at general meetings[732][759] - During the year, the company engaged in over twenty communication activities with various stakeholders through meetings, media interviews, and marketing events[741][764]