Financial Performance - The Group's revenue for the year ended December 31, 2019, was approximately HK$56,935,000, an increase from HK$56,182,000 in 2018, representing a growth of 1.34%[12] - The loss attributable to owners of the Company for the year ended December 31, 2019, was approximately HK$28,909,000, compared to a loss of HK$20,088,000 in 2018, indicating an increase in loss of 43.8%[12] - The Group's revenue for the year ended December 31, 2019, was approximately HK$56,935,000, an increase of about 1.3% compared to HK$56,182,000 for the year ended December 31, 2018[41] - The loss attributable to owners of the Company for the year ended December 31, 2019, was approximately HK$28,909,000, compared to a loss of approximately HK$20,088,000 for the year ended December 31, 2018, indicating an increase in loss of about 43.7%[41] Property Development - As of December 31, 2019, approximately 1,600 square meters of the commercial building in the Jiangning Project have been sold, and approximately 19,600 square meters have been rented out[12] - The total gross floor area of the Jiangning Project is approximately 74,642.00 square meters, including a basement of approximately 14,518.00 square meters[12] - The service apartment component of the Jiangning Project has sold approximately 20,100 square meters[24] - The investment in the Jiangning Project is expected to provide an annual return of not less than 12% of the consideration, ensuring stable revenue streams[25] - Tianjin Hui Li Yuan Power Equipment Co. Ltd. is developing two 4-storey buildings with a total gross floor area of 18,333 square meters, with further construction planned for additional buildings[16] - The Group anticipates greater development potential for the land owned by Tianjin Hui Li Yuan due to the fast development of Tianjin's logistics industry[16] - Tianjin Jun Hua Logistics owns a property with a land use area of 11,331.30 square meters, including a one-storey building of 704.16 square meters and a four-storey building of 10,807.91 square meters[31] - Tianjin Jun Hua Logistics Company Limited owns a property with a land use area of 11,331.30 square meters, which is expected to provide steady rental income amid a low interest rate environment[15] - Tianjin Hui Li Yuan has a land area of approximately 29,012.72 square meters, currently used for industrial purposes, with two buildings under construction totaling 18,333 square meters[32] - The company anticipates greater development potential for the land as Tianjin's logistics and commercial sectors grow[34] Financial Position - As of December 31, 2019, the underlying current ratio was approximately 1.87, down from 2.26 in 2018[50] - The underlying gearing ratio as of December 31, 2019, was approximately 16%, a decrease from 27% in 2018[50] - The Group's equity attributable to owners of the Company was approximately HK$732,376,000, representing a decrease of about 6.3% from HK$781,480,000 at the end of the previous year[50] - Net current assets as of December 31, 2019, were approximately HK$192,475,000, down from HK$356,514,000 in 2018[50] - Cash and bank balances as of December 31, 2019, were approximately HK$2,024,000, significantly reduced from HK$553,114,000 in 2018[50] - The Group had no material contingent liabilities other than certain properties of a subsidiary pledged for a loan obligation of approximately HK$89,400,000[50] Corporate Governance - The Company has adopted its own code on corporate governance practices, ensuring compliance with the Corporate Governance Code throughout the financial year[60] - The Board of Directors consists of three executive directors and three independent non-executive directors, with independent directors representing at least one-third of the Board[76] - The Company held a total of 4 board meetings during the financial year, with all directors achieving a 100% attendance rate[73] - Each independent non-executive director has confirmed their independence annually, in compliance with the Listing Rules[77] - The Company has adopted a code of conduct for directors' securities transactions, ensuring compliance with the Model Code throughout the financial year[66] - All directors participated in continuous professional development programs during the year to enhance their knowledge and skills[79] - The Company has established a sound system of internal control and risk management to protect the interests of all shareholders[70] - The Board is collectively responsible for the success of the Company and is accountable for its management and operations[70] - The Company has appointed independent non-executive directors with appropriate professional qualifications and financial expertise as required by the Listing Rules[76] - Sufficient notices and agendas were provided for board meetings to ensure informed decision-making[71] - The Company has engaged external consultants for independent professional advice on legal matters during the year[66] Committees and Meetings - The Remuneration Committee reviewed the remuneration packages of Directors and Senior Management, including discretionary bonuses based on individual performance and the Group's profitability[95] - As of December 31, 2019, the Remuneration Committee was chaired by Mr. Yu Hong Gao, with a majority of independent non-executive Directors ensuring objective views on remuneration[94] - The Nomination Committee held two meetings during the financial year to select and recommend candidates for directorship based on experience and qualifications[106] - The Board reserves decision-making on major matters, including overall strategies and budgets, ensuring corporate governance principles are maintained[91] - The daily management and operation of the Group are delegated to senior management, with periodic reviews by the Board[92] - The Board has established internal committees, including the Remuneration, Nomination, Audit, and Corporate Governance Committees, to enhance compliance and independence[93] - The attendance rate for the Remuneration Committee meeting was 100% for all members during the financial year[104] - The responsibilities of the Remuneration Committee include determining specific remuneration packages for executive Directors and Senior Management[101] - The corporate governance report emphasizes the separation of roles between the Chairman and Chief Executive Officer to ensure clear responsibilities[89] - The Nomination Committee considers external recruitment professionals when necessary to enhance board diversity and align with corporate strategy[106] - The Nomination Committee held 1 meeting in 2019 with a 100% attendance rate from all members[109] - The Audit Committee conducted 2 meetings during the financial year, achieving a 100% attendance rate from all members[118] - The Corporate Governance Committee held 1 meeting in the financial year, with all members attending at a 100% rate[125] - The Audit Committee reviewed the Group's accounting principles and practices, interim and annual reports, and discussed auditing and internal control matters with external auditors[116] - The Corporate Governance Committee is responsible for developing and reviewing corporate governance policies and practices, ensuring compliance with legal and regulatory requirements[121] - The Chairman of the Audit Committee, Mr. He Jin Geng, is a qualified accountant with relevant financial experience[115] - The Corporate Governance Committee consists of four members, including three independent non-executive Directors and one executive Director[120] - The Nomination Committee assessed the independence of all independent non-executive directors[109] - The Audit Committee made recommendations to the Board regarding the appointment of external auditors and their independence[114] Audit and Risk Management - The Company has implemented a code of conduct applicable to employees and Directors, monitored by the Corporate Governance Committee[121] - For the year ended December 31, 2019, the audit fees paid to external auditors were HK$1,000,000, a decrease from HK$1,180,000 in 2018[1] - The Company has adopted a dividend policy that allows for the declaration and payment of dividends, subject to the Group having distributable profits and not affecting operations[1] - The consolidated financial statements for the year ended December 31, 2019, were reviewed by the Audit Committee and audited by HLB Hodgson Impey Cheng Limited[1] - The Board is responsible for evaluating risks and ensuring effective risk management and internal control systems are in place[1] - The Audit Committee continuously reviews significant risks and internal controls relevant to the Group's operations[1] - An external advisory firm was engaged for the internal audit function, and no significant deficiencies were identified in the internal control system for the year ended December 31, 2019[1] - The risk management and internal control system were deemed reasonably effective and adequate for the year ended December 31, 2019[1] - The Group engaged external consultants for internal audit work to ensure the effectiveness and efficiency of its risk management and internal control systems, with no significant deficiencies found as of December 31, 2019[148] - The Board believes that the risk management and internal control systems cover all significant monitoring areas, including financial, operational, compliance monitoring, and risk management functions, and are deemed reasonable and effective[148] Corporate Communication and Social Responsibility - The Company adopted an amended and restated articles of association on June 21, 2019, which is available on the Company's website and the Stock Exchange's website[160] - The Company held a total of 1 general meeting during the financial year, with attendance records for individual directors documented[170] - The Company maintains a corporate website to enhance effective communication with shareholders, providing timely announcements and relevant financial and non-financial information[162] - The Group is committed to continuous improvements in corporate social responsibility, as highlighted in its Environmental, Social, and Governance (ESG) report for the year ended December 31, 2019[176] - The ESG report is prepared in accordance with the ESG Reporting Guide set out in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[174] - The Group's ESG report presents policies, initiatives, and performance related to environmental and social aspects, complying with relevant laws and regulations[175] - The Company encourages shareholders to participate in general meetings or appoint proxies to vote on their behalf if unable to attend[169] - The Company has a proactive policy for promoting corporate transparency and communication with shareholders and potential investors through mandatory interim and final reports[159] Environmental Impact - The Group's total greenhouse gas emissions for Scope 2 and Scope 3 during the year ended December 31, 2019, were approximately 46,872 kg and 4,722 kg, respectively[194] - The emission intensity was about 906 kg per million HKD revenue[194] - The Group did not produce any hazardous waste during the reporting period and primarily managed office paper waste[191] - The Group has implemented waste management programs, including recycling of paper materials, printing cartridges, and batteries[191] - The main source of carbon dioxide emissions is from energy use, with established energy-saving initiatives to reduce the carbon footprint[193] - The Group actively encourages staff to protect the environment through training, education, and communication[184] - The Group has complied with local environmental laws and regulations, with no cases of non-compliance reported during the period[185] - The resources used by the Group are mainly attributed to electricity and water consumed at its office, with regular assessments conducted[200] - The Group's environmental policies include measurable objectives communicated to employees[184] - The Group's waste management efforts include encouraging staff to reduce paper consumption through duplex printing and reusing paper[191]
中国基建投资(00600) - 2019 - 年度财报