Corporate Information This section details the company's board members, committee compositions (Audit, Remuneration, Nomination), company secretary, auditor (KPMG), principal bankers, and registered office, providing key corporate governance and operational support information - The report details key corporate governance and operational support information including the company's board members, the composition of various committees (Audit, Remuneration, Nomination), company secretary, auditor (KPMG), principal bankers, and registered office111213 Chairman's Statement The Chairman's Statement reviews 2019 performance, highlighting record-high turnover and net profit, strategic advancements in cloud and big data, cybersecurity, and cloud video, new partnerships with industry giants, and future growth drivers from 5G, cloud computing, and big data technologies 2019 Annual Performance Highlights | Metric | Amount | YoY Growth | | :--- | :--- | :--- | | Turnover | HKD 66.2 billion | +5.97% | | Net Profit | HKD 810 million | +9.33% | - The company has become a leading IT product channel development and technology solution integration service provider in Asia Pacific, with a distribution network covering nine countries including China, Thailand, and Singapore, boasting over 300 Fortune 500 upstream partners and over 50,000 downstream business partners16 - The company actively promotes IT service upgrades, focusing on three key areas: - Cloud and Big Data: Collaborating with AWS, Azure, Alibaba Cloud to provide cloud migration projects for traditional industry clients, possessing a complete AWS training and certification system, and recognized as the only global business acceleration training partner award winner in 2019 - Cybersecurity: As one of the largest domestic security product distributors, closely cooperating with NSFOCUS, Qi'anxin, and others to provide a full range of cybersecurity products and solutions for government, finance, energy, and other sectors - Cloud Video: Partnering with mainstream software and hardware vendors to offer comprehensive cloud video system solutions, and possessing an independently developed OA platform17181920 - The company actively expands its strategic new product portfolio, becoming the exclusive distributor in China for iFLYTEK Smart Recorder, HP 3D Printing, and Tus-Holdings AI Lab, and obtaining exclusive authorization from Tencent to distribute Nintendo Switch, making it the only ICT distribution group globally with distribution rights for all three major gaming console brands (Nintendo Switch, PS4, XBOX)2122 - Looking ahead, the company believes the widespread adoption of 5G, cloud computing, and big data technologies will drive a new wave of equipment replacement, becoming one of the group's core growth drivers2324 Business Model and Strategic Direction The company positions itself as a leading Information, Communications, and Technology (ICT) product and service provider operating in nine countries with over 50,000 channel partners, focusing on four core business segments: components, mobility, cloud and big data analytics, and network and information security, aiming to create sustainable shareholder value through market focus, product expansion, financial management, and operational efficiency - The company's four main business segments are: - Components products - Mobility digital devices - Cloud and big data analytics - Network and data security26 - The Group creates shareholder value through four core strategies: - Market Focus: Centering on China and Southeast Asia - Product Expansion: Expanding product portfolio leveraging numerous supplier resources - Financial Management: Enhancing working capital and financial management - Efficiency Improvement: Improving operational efficiency and cost management28 Management Discussion and Analysis This section provides a comprehensive analysis of the company's financial performance, liquidity, and operational results for the reporting period, offering insights into key trends and future outlook Business Review In 2019, the Group achieved record-high financial metrics, with total revenue increasing by 5.9% to HKD 66.21 billion and net profit growing by 9.3% to HKD 810 million, driven by growth across all business segments and strong performance in both North Asia and Southeast Asia markets 2019 Key Financial Performance | Metric | 2019 (HKD thousands) | 2018 (HKD thousands) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 66,209,921 | 62,481,961 | +5.9% | | Gross Profit | 2,967,854 | 2,810,267 | +5.6% | | Operating Profit | 1,260,212 | 1,143,276 | +10.2% | | Net Profit | 809,948 | 740,827 | +9.3% | | Basic Earnings Per Share | 57.03 HK cents | 51.62 HK cents | +10.5% | Revenue Performance by Business Segment | Business Segment | 2019 Revenue (HKD thousands) | % of Total Revenue | YoY Growth | | :--- | :--- | :--- | :--- | | Components Products | 12,615,541 | 19.0% | +11.8% | | Mobility Digital Devices | 26,981,306 | 40.8% | +3.3% | | Cloud and Big Data Analytics | 16,918,656 | 25.6% | +3.9% | | Network and Information Security | 9,694,418 | 14.6% | +10.1% | Revenue Performance by Region | Region | 2019 Revenue (HKD thousands) | % of Total Revenue | YoY Growth | | :--- | :--- | :--- | :--- | | North Asia | 52,050,128 | 79% | +5% | | Southeast Asia | 14,159,793 | 21% | +8% | Liquidity and Financial Resources As of year-end 2019, the Group maintained a robust financial position with cash and cash equivalents significantly increasing to HKD 2.33 billion, an improved net debt-to-total assets ratio from 0.26 to 0.24, and enhanced short-term solvency as the current ratio rose from 1.27 to 1.30 times Key Financial Position Indicators as of Year-End 2019 | Metric | December 31, 2019 (HKD thousands) | December 31, 2018 (HKD thousands) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 2,327,702 | 1,508,060 | | Borrowings (incl. Lease Liabilities) | 8,275,315 | 7,781,412 | | Total Current Assets | 22,867,335 | 22,062,102 | | Total Current Liabilities | 17,605,315 | 17,341,076 | | Shareholders' Equity | 5,654,472 | 5,046,722 | Key Ratio Changes | Ratio | December 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Net Debt to Total Assets Ratio | 0.24 | 0.26 | | Current Ratio | 1.30 times | 1.27 times | Employees As of year-end 2019, the Group's full-time employee count was 3,352, largely consistent with the prior year, while total annual remuneration expenses increased by 13.5% to approximately HKD 910 million Employee and Remuneration Information | Metric | 2019 | 2018 | | :--- | :--- | :--- | | Full-time Employees | 3,352 persons | 3,328 persons | | Total Remuneration (Net) | Approx. HKD 909,632,000 | Approx. HKD 801,324,000 | Biographical Details of Directors and Company Secretary This chapter provides detailed biographical information for the company's executive directors, independent non-executive directors, and company secretary, including their age, position, educational background, professional qualifications, and extensive experience in relevant industries - The company's core management team is highly experienced, with founder Mr. Li Jialin serving as Chairman and Chief Executive Officer, responsible for overall management and strategic positioning, while other executive directors possess deep backgrounds in finance, operations, product management, and sales47484952 - The independent non-executive director team has diverse backgrounds, covering various fields such as corporate management, financial accounting, information technology, public policy, and financial trusts, providing strong support for the board's independent judgment and professional decision-making53555660 Environmental, Social and Governance Report This report outlines the Group's commitment and performance in environmental protection, social responsibility, and corporate governance, detailing initiatives and policies across these key sustainability areas Environmental Protection Given its primary trading nature, the Group's operations have minimal environmental impact with no significant emissions, focusing on efficient resource utilization through electricity and paper conservation, such as encouraging employees to turn off unnecessary lighting and equipment, and promoting double-sided printing and digital documentation - The Group's business nature dictates minimal operational impact on emissions of exhaust gas, greenhouse gases, water, and land, with daily emissions primarily stemming from electricity consumption in offices and warehouses7073 - The company implements energy and paper saving measures, including maintaining office temperatures at 25°C, turning off lighting for idle equipment, and encouraging double-sided printing and document scanning to reduce resource waste74 Social Responsibility Regarding social responsibility, the Group values employees as its most precious asset, strictly adhering to labor laws, providing equal employment opportunities and competitive compensation, prioritizing workplace health and safety, offering training, rigorously managing its supply chain with renowned brands like HP and Dell to ensure product quality, upholding high standards of business integrity with anti-corruption policies, and actively investing in community initiatives, particularly in youth education and technology development - Employment and Labor: The Group strictly adheres to labor laws, prohibits child and forced labor, provides equal promotion opportunities and competitive remuneration, and emphasizes employee training and development covering product knowledge, sales, and management757677 - Supply Chain Management: The Group establishes stable relationships with renowned brand suppliers such as HP, Seagate, Dell, Lenovo, and Apple, implements an efficient supply chain management system, and conducts strict selection and continuous monitoring of suppliers77 - Product Responsibility: By carefully selecting suppliers and reviewing product specifications, the company ensures the provision of high-quality products and services to customers, while also highly prioritizing the protection of customer personal data, privacy, and intellectual property78 - Anti-Corruption: The Group has a compliance department and strict codes of conduct, provides annual anti-corruption training to employees, includes anti-corruption clauses in all purchase and sales agreements, and has established a confidential whistleblowing policy7879 - Community Investment: The Group focuses on youth education and development, collaborating with Tsinghua University Shenzhen Graduate School to establish a technology innovation research center, and making donations to relevant Tsinghua University education foundations to support educational development in mainland China and Hong Kong79 Corporate Governance Report This report details the company's corporate governance framework, including the composition and responsibilities of the Board of Directors and its committees, as well as the risk management and internal control systems in place Board of Directors The Board of Directors comprises nine members, including five executive and four independent non-executive directors, meeting listing rule requirements and adhering to a board diversity policy, with the Chairman and CEO roles combined under Mr. Li Jialin for swift decision-making, and all directors are responsible for overall leadership, monitoring, and compliance with securities dealing standards - The Board of Directors consists of 9 members, including 5 executive directors and 4 independent non-executive directors, meeting the listing rule requirement that independent non-executive directors constitute at least one-third of the board8384 - The company deviates from a corporate governance code where the roles of Chairman and Chief Executive Officer are combined and held by Mr. Li Jialin, which the Board believes facilitates swift and effective decision-making without compromising the balance of power92 - All directors complied with the standard code for securities transactions by directors of listed issuers during the 2019 financial year96 Board Committees The Board has three committees—Audit, Remuneration, and Nomination—all with a majority of independent non-executive directors, responsible for reviewing financial statements, internal controls, and auditor relations, setting director and executive remuneration, and overseeing board composition and director nominations, with each committee holding meetings in 2019 to fulfill its duties - Audit Committee: Composed of four independent non-executive directors, responsible for reviewing financial statements, internal control and risk management systems, and advising on the appointment of external auditors, holding two meetings in 2019101103 - Remuneration Committee: Composed of four independent non-executive directors, responsible for reviewing and approving remuneration packages for directors and senior management, holding one meeting in 2019104107108 - Nomination Committee: Composed of one executive director (Chairman) and four independent non-executive directors, responsible for reviewing board structure, size, and diversity, and nominating director candidates, holding one meeting in 2019109111 Risk Management and Internal Control The Board is responsible for maintaining and annually reviewing effective risk management and internal control systems, with management overseeing their design, implementation, and monitoring across financial, operational, and compliance controls, while the Board annually assesses the necessity of extending internal audit functions from certain subsidiaries to the entire Group - The Board confirms its responsibility to maintain effective risk management and internal control systems, having conducted an annual review of their effectiveness and adequacy for the 2019 financial year113116118 - Some of the Group's subsidiaries have internal audit functions that conduct independent risk assessments and control tests, and the Board, considering the simple structure of some current businesses, will continue to assess whether to extend the internal audit function to the entire Group119 Directors' Report This report provides an overview of the company's principal activities, key customer and supplier relationships, financial results, dividend appropriations, and details on share repurchases and share option schemes Principal Activities As an investment holding company, the Group's subsidiaries primarily engage in supplying IT products and providing enterprise system tools, IT infrastructure design and implementation, training, maintenance support services, and cybersecurity software and hardware for big data and cloud computing - The Group's core business is to provide comprehensive IT products and services, covering everything from product distribution to enterprise-level system integration, technical support, and emerging big data and cloud computing security solutions130133 Major Customers and Suppliers In 2019, the Group maintained reasonable customer and supplier concentration, with the largest customer accounting for 9% of total turnover and the top five customers for 22%, while the largest supplier represented 18.8% of total purchases and the top five suppliers 61% Customer and Supplier Concentration | Concentration Metric | 2019 | 2018 | | :--- | :--- | :--- | | Largest Customer as % of Total Turnover | ~9% | ~8% | | Top Five Customers as % of Total Turnover | ~22% | ~22% | | Largest Supplier as % of Total Purchases | ~18.8% | ~17.2% | | Top Five Suppliers as % of Total Purchases | ~61% | ~60% | Results and Appropriations The Board recommends a final dividend of 16.7 HK cents per ordinary share for the year ended December 31, 2019, an increase from 15.2 HK cents in the previous year Proposed Final Dividend | Year | Final Dividend Per Share (HK cents) | | :--- | :--- | | 2019 | 16.7 | | 2018 | 15.2 | Purchase, Sale or Redemption of Securities In January 2019, the company repurchased and cancelled 5,962,000 ordinary shares on the Stock Exchange for approximately HKD 20.46 million, and additionally acquired 4,868,000 shares through a trust in the open market for its employee remuneration scheme 2019 Share Repurchase Details | Month of Repurchase | Number of Shares Repurchased | Highest Price Per Share (HKD) | Lowest Price Per Share (HKD) | Total Price Paid (HKD) | | :--- | :--- | :--- | :--- | :--- | | January 2019 | 5,962,000 | 3.63 | 3.18 | 20,463,000 | - The company acquired 4,868,000 ordinary shares in the open market through a trust established for employee remuneration, at a total cost of approximately HKD 18,966,000152 Share Options The company adopted a new share option scheme on June 23, 2015, with 1,440,000 options exercised under the old scheme during the reporting year, leaving 3,600,000 options unexercised by year-end, and no options granted under the new scheme Old Share Option Scheme Movements (2019) | Participant Category | Unexercised at Beginning of Year | Exercised During Year | Lapsed During Year | Unexercised at End of Year | | :--- | :--- | :--- | :--- | :--- | | Directors | 3,120,000 | (1,440,000) | - | 1,680,000 | | Employees | 1,920,000 | - | - | 1,920,000 | | Total | 5,040,000 | (1,440,000) | - | 3,600,000 | Independent Auditor's Report KPMG, the auditor, issued an unmodified opinion on the company's 2019 consolidated financial statements, affirming they present a true and fair view of the Group's financial position and performance, with key audit matters highlighted as the net realizable value assessment of inventories and the valuation of trade receivables, both involving significant management judgment - The auditor, KPMG, issued an unmodified opinion on the Group's consolidated financial statements, deeming them to present a true and fair view of the Group's financial position and to comply with the disclosure requirements of Hong Kong Financial Reporting Standards and the Companies Ordinance189 - Key audit matters include: - Net Realizable Value of Inventories: Due to the rapidly changing technology product market, management must make significant judgments when estimating future selling prices and demand for inventories, and any write-downs could materially impact the financial statements - Valuation of Trade Receivables: The Group's trade receivables are substantial, and recognizing expected credit losses involves significant judgment regarding customer creditworthiness, current economic conditions, and forward-looking information, which carries uncertainty190192198 Consolidated Financial Statements This section presents the Group's complete set of consolidated financial statements, including the statement of profit or loss, statement of financial position, and cash flow statement, providing a comprehensive overview of its financial performance and position Consolidated Statement of Profit or Loss For the year 2019, the Group achieved total revenue of HKD 66.21 billion, a 5.9% increase year-on-year, with gross profit at HKD 2.97 billion, operating profit at HKD 1.26 billion (up 10.2%), and net profit for the year reaching HKD 810 million (up 9.3%), resulting in basic earnings per share of 57.03 HK cents Key Data from 2019 Consolidated Statement of Profit or Loss | Item (HKD thousands) | 2019 | 2018 | | :--- | :--- | :--- | | Revenue | 66,209,921 | 62,481,961 | | Gross Profit | 2,967,854 | 2,810,267 | | Operating Profit | 1,260,212 | 1,143,276 | | Profit Before Tax | 1,009,507 | 946,999 | | Profit for the Year | 809,948 | 740,827 | | Basic Earnings Per Share | 57.03 HK cents | 51.62 HK cents | Consolidated Statement of Financial Position As of December 31, 2019, the Group's total assets were HKD 24.94 billion, total liabilities were HKD 19.28 billion, and total equity increased by 12.0% to HKD 5.65 billion from HKD 5.05 billion at year-end 2018, with net current assets improving from HKD 4.72 billion to HKD 5.26 billion Key Data from Consolidated Statement of Financial Position as of Year-End 2019 | Item (HKD thousands) | December 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Total Assets | 24,936,069 | 23,877,461 | | Non-current Assets | 2,068,734 | 1,815,359 | | Current Assets | 22,867,335 | 22,062,102 | | Total Liabilities | 19,281,597 | 18,830,739 | | Current Liabilities | 17,605,315 | 17,341,076 | | Non-current Liabilities | 1,676,282 | 1,489,663 | | Total Equity | 5,654,472 | 5,046,722 | | Net Current Assets | 5,262,020 | 4,721,026 | Consolidated Cash Flow Statement In 2019, the Group's net cash from operating activities significantly improved from a net outflow of HKD 850 million to a net inflow of HKD 1.15 billion, with investment cash flow remaining largely stable, while financing activities resulted in a net outflow of HKD 390 million, leading to a net increase of HKD 770 million in cash and cash equivalents, bringing the year-end balance to HKD 2.33 billion Key Data from 2019 Consolidated Cash Flow Statement | Item (HKD thousands) | 2019 | 2018 | | :--- | :--- | :--- | | Net Cash from Operating Activities | 1,146,904 | (852,095) | | Net Cash from Investing Activities | 12,867 | (25,526) | | Net Cash (Used in)/from Financing Activities | (387,847) | 662,230 | | Net Increase/(Decrease) in Cash and Cash Equivalents | 771,924 | (215,391) | | Cash and Cash Equivalents at Beginning of Period | 1,508,060 | 1,981,047 | | Cash and Cash Equivalents at End of Period | 2,327,702 | 1,508,060 | Notes to the Financial Statements The notes to the financial statements provide detailed explanations and supplementary information on key accounting policies, critical accounting estimates and judgments, and various items within the financial statements, with a focus on segment information, financial instruments and risk management, related party transactions, borrowing details, and the application and impact of new accounting standards like HKFRS 16 Leases - The company first applied HKFRS 16 Leases, adopting the modified retrospective approach, recognizing lease liabilities and right-of-use assets related to previously classified operating leases from January 1, 2019, without restating comparative information235237 2019 Revenue by Business Segment (HKD thousands) | Business Segment | Revenue | | :--- | :--- | | Components Products | 12,615,541 | | Mobility Digital Devices | 26,981,306 | | Cloud and Big Data Analytics | 16,918,656 | | Network and Information Security | 9,694,418 | | Total | 66,209,921 | 2019 Revenue by Region (HKD thousands) | Region | Revenue | | :--- | :--- | | North Asia | 52,050,128 | | Southeast Asia | 14,159,793 | | Total | 66,209,921 | Financial Summary The Financial Summary presents key performance and financial position data for the Group's past five fiscal years (2015-2019), indicating a consistent growth trend in revenue, profit before tax, and profit for the year, alongside steady expansion in total assets and total equity, reflecting continuous business scale expansion and value accumulation Five-Year Performance Summary (HKD millions) | Year | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 66,210 | 62,482 | 54,543 | 48,161 | 45,576 | | Profit Before Tax | 1,010 | 947 | 920 | 689 | 562 | | Profit for the Year | 810 | 741 | 716 | 552 | 450 | Five-Year Assets and Liabilities Summary (HKD millions) | Year | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 24,936 | 23,877 | 20,653 | 16,293 | 16,768 | | Total Liabilities | (19,282) | (18,831) | (15,819) | (12,429) | (12,949) | | Total Equity | 5,654 | 5,047 | 4,835 | 3,864 | 3,819 |
伟仕佳杰(00856) - 2019 - 年度财报