Financial Performance - The company reported a profit attributable to shareholders of HKD 361 million, equivalent to HKD 0.106 per share, compared to HKD 6 million or HKD 0.003 per share in the previous year[20]. - Revenue for the year was HKD 2.971 billion, down from HKD 3.29 billion in the previous year, representing a decrease of approximately 9.7%[20]. - The foundation piling segment generated revenue of HKD 2.531 billion, an increase from HKD 2.494 billion in the previous year, but recorded a net loss of HKD 23 million compared to a profit of HKD 147 million in the prior year[24]. - The property development and investment segment's EBITDA increased significantly from approximately HKD 66 million in the previous year to approximately HKD 608 million[30]. - The profit attributable to ordinary shareholders for the year ended December 31, 2018, was HKD 360,908,000[184]. - Total assets as of December 31, 2018, amounted to HKD 17,318,471,000[184]. - Total liabilities as of December 31, 2018, were HKD 5,155,808,000[184]. - The equity attributable to ordinary shareholders was HKD 12,162,665,000 as of December 31, 2018[184]. - The company did not recommend the declaration of any final dividend for the year ended December 31, 2018[182]. Shareholder Transactions - The company completed the sale of Onwards Asia Limited for a cash consideration of HKD 6.348 billion, with the transaction finalized on May 16, 2018[26]. - The sale of Twinpeak Assets Limited was completed for a total cash consideration of HKD 3.912 billion on February 15, 2019[27]. - The company repurchased a total of 38,862,000 shares during the year, with a total expenditure of HKD 58,015,000[188]. - The repurchase of shares was authorized by shareholders at the last annual general meeting, aimed at enhancing the net asset value and earnings per share for shareholders[188]. Corporate Governance - Times Holdings II became the controlling shareholder after acquiring approximately 69.54% of the issued shares of the company[21]. - The company plans to delay dividend decisions pending the appointment of new management following the acquisition[23]. - HNA Finance I holds approximately 74.68% of the company's shares, which were subject to a transfer agreement as part of HNA Group's internal restructuring[34]. - The company has fully complied with the corporate governance code as of December 31, 2018, except for specific disclosures in sections (B) and (F)[69]. - The board of directors consists of 15 members, including 8 executive directors, 2 non-executive directors, and 5 independent non-executive directors, ensuring a balanced composition for effective governance[71]. - The company has established good corporate governance practices and procedures to ensure effective board operations[82]. - The company has a policy for independent directors to meet at least once a year without the presence of other directors[82]. - The company has arranged appropriate insurance coverage for board members and senior management, with annual reviews of the coverage[86]. - The company has a formal and transparent process for the appointment and removal of directors, led by the executive directors[113]. - The company maintains a commitment to ensuring the independence of its directors, as confirmed by annual independence declarations[196]. Management and Board Composition - The company has a diverse board with members having extensive backgrounds in finance, management, and public service, enhancing its governance structure[53]. - The company has a strong management team with extensive experience in finance, accounting, and engineering, including Mr.趙展鴻 with over 40 years in foundation engineering[66]. - The company has appointed Mr.謝文彬 as an independent non-executive director since September 2004, with over 41 years of experience in banking[58]. - The company has a total of 9 senior management members, with varying salary ranges reflecting their roles and responsibilities[136]. - The executive directors are responsible for daily operations under the leadership of the CEO, ensuring effective management and decision-making[70]. Risk Management and Internal Control - The company has established an effective risk management and internal control system in compliance with corporate governance codes[149]. - The risk management process includes identification, assessment, and management of risks related to business operations[150][151]. - The internal control system is based on the COSO 2013 framework, ensuring reliable financial reporting and compliance with applicable laws[152]. - The board conducts annual reviews of the effectiveness of the risk management and internal control systems, considering changes in significant risks and the company's response capabilities[160]. - An independent third-party firm has been appointed to provide internal audit services to enhance the company's internal control system[159]. Business Development and Strategy - The company is focused on expanding its market presence and developing new strategies to enhance business growth[54]. - The management team emphasizes the importance of strategic investments and acquisitions to drive future growth[55]. - The company is committed to innovation and the development of new technologies to stay competitive in the market[56]. - The company is committed to expanding its market presence and exploring new business opportunities in the construction sector[66]. - The group confirmed that environmental protection is crucial for its long-term development and will continue to review and improve management practices[175]. Employee and Community Engagement - The company has been actively involved in community service and has received various accolades, enhancing its corporate reputation[59]. - There were no significant disputes with employees, customers, or suppliers during the year[180]. - The company has allocated resources to ensure compliance with relevant laws and regulations in Hong Kong, Bermuda, China, and Macau[177].
泰升集团(00687) - 2018 - 年度财报