Financial Performance - The consolidated profit after taxation attributable to shareholders for the year ended December 31, 2020, was HK$174,993,000, a slight increase from HK$172,513,000 in 2019[10]. - Basic earnings per share increased to 8.88 HK cents in 2020, compared to 8.59 HK cents in 2019[10]. - The Group reported an operating profit before taxation of HK$419,044,000 for 2020, an increase from HK$357,195,000 in 2019, excluding changes in revaluation of investment properties[10]. - Dividend receipts from long-term equity investments amounted to HK$26,046,000 in 2020, slightly down from HK$27,134,000 in 2019[10]. - The Board declared an interim dividend of 5.50 HK cents per share for the year ended December 31, 2020, down from 11 HK cents per share in 2019[10]. - As of December 31, 2020, total assets increased by approximately 2.70% to HK$20,387,155,000 compared to HK$19,852,038,000 in 2019[51]. - Equity attributable to owners of the Company rose to HK$12,888,642,000, representing an increase of approximately 5.13% from HK$12,259,425,000 in 2019, primarily due to the appreciation of Renminbi[51]. - The Group's borrowings decreased to HK$1,019,758,000 from HK$1,293,510,000 in 2019, equivalent to approximately 7.91% of equity attributable to owners[52]. - Cash and cash equivalents amounted to HK$3,711,525,000, a slight increase of approximately 1.57% from HK$3,654,035,000 in 2019[51]. - The Group recorded net cash inflows of HK$321,697,000 from operating activities and HK$166,811,000 from investing activities, resulting in a net decrease in cash of HK$70,841,000 for the year[51]. Property Development and Investment - Segment profit from property development and investment decreased to HK$268,854,000 in 2020, down from HK$342,666,000 in 2019 due to higher costs[10]. - For the year ended December 31, 2020, the property development and trading segment contributed a profit of HK$139,885,000, down from HK$189,344,000 in 2019[11]. - The property investment segment generated a profit of HK$128,969,000, compared to HK$153,322,000 in 2019, impacted by unrealized losses on fair value changes[11]. - Total profit from property development and investment in Shanghai and Macau was HK$268,854,000, a decrease from HK$342,666,000 in 2019[11]. - The total revenue from property development and investment was HK$884,035,000, accounting for approximately 94.42% of the Group's total revenue for 2020[11]. - Projects in Pudong, Shanghai, accounted for approximately 90.80% of the gross proceeds from operations, while Macau contributed about 3.62%[11]. - Tomson Riviera recognized total revenue of HK$709.43 million, representing approximately 75.77% of the Group's gross proceeds from operations[14]. - Sale deposits of HK$46.51 million were received, expected to be recognized in 2021 upon property delivery[14]. - Rental income and management fees from commercial and industrial properties provided HK$101.94 million, accounting for approximately 10.89% of the Group's total revenue[15]. - The sale of a clubhouse at Tomson Garden generated proceeds of HK$30.34 million, representing approximately 3.24% of the Group's total revenue[18]. - Gross proceeds from miscellaneous residential developments amounted to HK$2.45 million, representing approximately 0.26% of the Group's total revenue[22]. Management and Governance - Madam Hsu Feng serves as both Chairman and Managing Director, providing strong leadership for the Group[72]. - The Board consists of six members, including three executive Directors and three independent non-executive Directors, with one female member[77]. - The Company has not established a nomination committee as required by the CG Code, emphasizing the importance of executive Directors' participation in the nomination process[73]. - The Board has adopted a diversity policy, focusing on measurable objectives such as gender, age, and professional experience in selecting candidates[76]. - The Company has received annual confirmations of independence from all independent non-executive Directors for the year 2020[79]. - The Board conducts an annual review of its structure and composition to ensure it meets the Company's needs[76]. - The Company has implemented a streamlined mechanism for the re-election of Directors at annual general meetings[73]. - The Board is accountable to shareholders for the long-term performance of the Group while considering the interests of other stakeholders[74]. - The Board has established an executive committee, an audit committee, and a remuneration committee to oversee specific aspects of the Company's affairs and assist in sharing the Board's responsibilities[82]. - The management is responsible for implementing the strategies and plans adopted by the Board and assumes full accountability to the Board for the operation of the Group[83]. Risk Management and Internal Control - The Group's risk management and internal control systems were deemed adequate and effectively implemented for the year ended December 31, 2020[112]. - The Board acknowledges its responsibility for maintaining proper risk management and internal control systems to safeguard shareholder investments[107]. - The risk management and internal control systems are designed to manage significant risks but do not eliminate them entirely[108]. - The Company regularly reviews and modifies its risk management and internal control code based on operational requirements[111]. - The Audit Committee reviewed the effectiveness of the Group's risk management and internal control systems, confirming compliance with the CG Code[112]. Shareholder Communication and Corporate Citizenship - The Company aims to provide stable and sustainable returns to shareholders through its dividend policy, with the payout ratio determined at the Board's discretion based on operational performance and financial results[126]. - The Group made charitable donations to various organizations, supporting activities in poverty relief, education, and health promotion[131]. - The Company has established a website to provide timely and updated information to shareholders, including corporate information and reports[120]. - Shareholders holding at least 5% of the total paid-up capital have the right to request the Board to convene an Extraordinary General Meeting (EGM)[121]. - Procedures for shareholders to put forward enquiries to the Board are available, allowing for direct communication with the Company Secretary[125]. Future Outlook - The Group remains optimistic about the underlying demand for properties catering to high-income middle class and high net-worth individuals in Mainland China despite recent regulatory pressures[63]. - The anticipated principal sources of profit for the Group in 2021 are Tomson Riviera and One Penha Hill[63]. - The Group is actively proceeding with the construction of the Jinqiao-Zhangjiang project in Pudong, Shanghai, which will be a major source of revenue in the coming years[63]. - The impact of COVID-19 on the Group's operations is still being assessed, with a cautious optimism for gradual economic recovery due to global vaccination efforts[66]. - The ongoing tensions between China and the USA may dampen foreign investment sentiments in Mainland China, affecting demand for quality apartments[62]. Director Interests and Shareholding - As of December 31, 2020, Madam Hsu Feng held a personal interest in 226,678,292 shares, representing 11.500% of the total issued shares[182]. - Madam Hsu Feng was deemed to be interested in an aggregate of 908,001,416 shares, which is 46.067% of the total issued shares[183]. - Mr. Albert Tong held an interest in 278,981,024 shares, accounting for 14.154% of the total issued shares[185]. - Mr. Tong Chi Kar Charles held an interest in 284,807,445 shares, representing 14.449% of the total issued shares[185]. - The Company has a significant shareholding structure involving E-Shares and RHL, indicating strong internal governance[142]. Audit and Compliance - The audit fee for the year ended December 31, 2020, amounted to HK$2,978,000, with no non-audit services provided by the auditor during the year[114]. - The Audit Committee held three meetings in 2020 to review interim and annual financial statements, evaluate risk management, and oversee internal control systems[93]. - The Audit Committee concluded that the risk management and internal control systems were effectively implemented in 2020[94]. - The Company Secretary ensured compliance with board procedures and relevant laws, and participated in professional training as required by the Listing Rules[115].
汤臣集团(00258) - 2020 - 年度财报