北大资源(00618) - 2020 - 年度财报

Company Overview and Data Company Business and Shareholder Background Peking University Resources (Holdings) Company Limited transformed from IT distribution to property development and investment, leveraging its Peking University and Founder Group background as their Hong Kong real estate platform, now operating in 18 cities with a future focus on property investment - The company diversified its business in 2013, expanding from information product distribution to real estate development and commercial property operations, becoming Founder Group's offshore listed platform for real estate business[9] - As of the annual report date, the Group's business covers 18 cities in China, with 4 new projects commenced, 29 projects under construction, and 32 projects for sale[9] - The company's major shareholders are Peking University (founded in 1898) and Founder Group, established by Peking University in 1986[10] Property Development Projects Project Overview The Group's property development projects are widely distributed across 18 cities in China, covering key economic regions with diverse property types including residential, commercial, office, and urban complexes, reflecting the company's nationwide strategic layout and comprehensive development capabilities Overview of Selected Property Development Projects | Project Name | Location | Property Type | Planned GFA (sqm) | Equity Interest | | :--- | :--- | :--- | :--- | :--- | | Peking University Resources · Yuefu | Tianjin | Residential/Commercial | 271,382 | 70% | | Peking University Resources Plaza | Qingdao, Shandong | Commercial/Office | 140,690 | 70% | | Peking University Resources · Jiujin Yihe | Kunshan, Jiangsu | Residential/Commercial | 725,848 | 51% | | Peking University Resources · Yannan International | Chengdu, Sichuan | Residential/Commercial | 540,273 | 70% | | Peking University Resources · Jiangshan Mingmen | Chongqing | Residential/Commercial | 671,572 | 100% | | Peking University Resources Boya Binjiang | Foshan, Guangdong | Residential/Commercial | 914,183 | 51% | | Peking University Resources · Dream City | Guiyang, Guizhou | Commercial/Residential | 1,039,781 | 70% | Management Discussion and Analysis Overall Performance In 2019, the Group swung from a profit of approximately RMB 800 million in 2018 to an annual loss of approximately RMB 1.69 billion, primarily due to a RMB 3.27 billion impairment provision on properties, despite revenue remaining stable at RMB 24.1 billion Key Financial Data for FY2019 | Metric | 2019 (RMB) | 2018 (RMB) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Revenue | 24.1 billion yuan | 24.9 billion yuan | -3.2% | | Gross Profit | 2.1 billion yuan | 3.22 billion yuan | -34.7% | | Gross Margin | 8.7% | 12.9% | -4.2pp | | Annual Loss/Profit | (1.69 billion yuan) | 0.80 billion yuan | Swung to Loss | | Basic Loss/Earnings Per Share | (37.75) cents | 11.16 cents | Swung to Loss | - Key contributing factors to the annual loss include: significant increase in net impairment of properties under development and for sale to RMB 3.27 billion; gross margin decline from 12.9% to 8.7%; 14.1% increase in selling, distribution, and administrative expenses; surge in finance costs to RMB 820 million due to higher interest rates and reduced capitalized interest; and a 53.8% increase in income tax expense to RMB 1.96 billion[45][47] Business Review In 2019, the Group's two core businesses diverged: property revenue and segment profit declined due to lower average selling prices and impairments, despite RMB 14.52 billion in contracted sales and new land acquisitions, while information product distribution revenue grew 14.6% to RMB 8.88 billion but swung to a RMB 15.7 million loss due to increased costs and impairments Segment Results | Business Segment | 2019 Revenue (RMB) | 2018 Revenue (RMB) | 2019 Segment Result (RMB) | 2018 Segment Result (RMB) | | :--- | :--- | :--- | :--- | :--- | | Property Development | 15.22 billion yuan | 17.13 billion yuan | 1.18 billion yuan (Profit) | 2.21 billion yuan (Profit) | | Property Investment | 0.035 billion yuan | 0.030 billion yuan | 0.031 billion yuan (Profit) | 0.051 billion yuan (Profit) | | Information Product Distribution | 8.88 billion yuan | 7.75 billion yuan | (16 million yuan) (Loss) | 56 million yuan (Profit) | - The real estate business achieved contracted sales of approximately RMB 14.52 billion for the year, with a contracted area of approximately 1.3971 million sqm and an average selling price of approximately RMB 10,393/sqm[52] - During the year, the Group actively expanded its land bank, acquiring several plots with a total land area of approximately 447,000 sqm, located in Kaifeng, Tianjin, Yuxi, and Chengdu[49] - The distribution business primarily deals in information products from internationally renowned brands such as HP, Huawei, Microsoft, Lenovo, and Dell[54] Outlook and Financial Review Looking to 2020, the Group anticipates a global economic slowdown due to COVID-19 but remains confident in China's long-term economic trend, focusing on core cities and a light-asset model; financially, liquidity tightened, the gearing ratio sharply rose from 5.1 to 11.7, total assets decreased, and equity significantly shrank - Future strategy will focus on tier-one, tier-two, and selected strong tier-three cities, implementing a light-asset operating model, and advancing the strategy of becoming a 'science and technology industry service provider'[56] Key Financial Position Indicators as of End 2019 | Metric | Dec 31, 2019 (RMB) | Dec 31, 2018 (RMB) | | :--- | :--- | :--- | | Total Assets | 38.54 billion yuan | 42.66 billion yuan | | Total Liabilities | 37.44 billion yuan | 39.66 billion yuan | | Total Equity | 1.10 billion yuan | 3.00 billion yuan | | Interest-bearing Bank and Other Borrowings | 12.91 billion yuan | 15.23 billion yuan | | Cash and Cash Equivalents and Restricted Cash | 2.51 billion yuan | 5.48 billion yuan | | Gearing Ratio | 11.7 | 5.1 | | Current Ratio | 1.01 | 1.21 | - As of end 2019, approximately RMB 10.30 billion of properties under development, RMB 6.08 billion of properties held for sale, and other assets were pledged to banks as collateral for credit facilities[67] Events After Reporting Period Post-reporting period, the Group faces two significant events: the impact of the COVID-19 pandemic on operations, still under assessment, and the judicial reorganization application against controlling shareholder Founder Group in February 2020, which may affect the company's equity structure and bring uncertainty - The COVID-19 pandemic, which erupted in January 2020, has had certain impacts on the Group's business operations, with the extent and duration remaining uncertain[70] - Controlling shareholder Founder Group was petitioned for judicial reorganization by Bank of Beijing in February 2020, which was accepted by the court; this event may affect the company's equity structure, though the company remains independent from Founder Group in terms of business, personnel, and assets[71] Corporate Governance Report Governance Structure and Practices The company maintains high corporate governance standards, complying with all HKEX Corporate Governance Code provisions, with a board comprising six executive and three independent non-executive directors, separate Chairman and CEO roles, and audit, remuneration, and nomination committees chaired by independent non-executive directors, ensuring independent decision-making and adherence to risk management, internal control, and disclosure regulations - The Board believes the company has fully complied with the code provisions of the Corporate Governance Code for the entire year ended December 31, 2019[75] - The roles of the Chairman of the Board (Mr. Zhang Xuanlong) and the President (Mr. Zeng Gang) are distinct and not held by the same individual, ensuring a balance of power[85] - The Audit Committee, Remuneration Committee, and Nomination Committee have been established with clear written terms of reference; the Audit Committee is composed entirely of independent non-executive directors[88][90][100] - The Board has conducted an annual review of the Group's risk management and internal control systems and considers them effective and adequate in financial, operational, and compliance controls[103] Environmental, Social and Governance Report ESG Practices and Performance The Group actively fulfills its ESG responsibilities: environmentally, it reduced 2019 greenhouse gas emissions by approximately 33% through green initiatives; socially, it ensures labor standards, employee rights, diverse training, and occupational health; operationally, it maintains strict supply chain and quality control with zero tolerance for corruption, while also engaging in community investment like poverty alleviation 2019 Environmental Performance (Beijing Headquarters) | Greenhouse Gas Emissions (kg CO2e) | 2019 | 2018 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Scope 1: Direct Emissions | 34,327 | 41,295 | -16.9% | | Scope 2: Indirect Emissions | 300,337 | 456,044 | -34.1% | | Total Emissions | 336,809 | 499,648 | -32.6% | | Resource Consumption | 2019 | 2018 | Y-o-Y Change | | Total Energy Consumption (thousand kWh) | 466 | 661 | -29.5% | | Total Water Consumption (tons) | 3,549 | 3,819 | -7.1% | - The company strictly adheres to labor laws, prohibits child and forced labor, and provides employees with comprehensive compensation, benefits, leave systems, and promotion opportunities[142] - During the reporting period, the Group conducted 28 internal training courses for employees, with 1,208 participants, covering management, business knowledge, and various skills[148] - The company maintains a zero-tolerance stance on corruption, establishing integrity regulations and reporting mechanisms, with no corruption lawsuits occurring during the reporting period[165] Directors' Report Principal Shareholders and Connected Transactions As of the reporting period end, Peking University Asset Management Co., Ltd. indirectly held approximately 61.57% of the company's shares as the ultimate controlling shareholder; during the year, the Group engaged in multiple ongoing connected transactions with Founder Group and its subsidiaries, primarily involving IT product sales/procurement, property management, and consulting services, all reviewed and confirmed by independent non-executive directors as being on normal commercial terms Major Shareholder Holdings (as of December 31, 2019) | Shareholder Name | Capacity and Nature of Interest | Number of Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Peking University Asset Management Co., Ltd. | Through controlled corporations | 3,950,134,407 | 61.57% | | Founder Group Co., Ltd. | Through controlled corporations | 3,950,134,407 | 61.57% | | Mr. Zheng Fushuang | Through controlled corporations | 785,003,000 | 12.23% | | Rongtong Fund Management Co., Ltd. | Through controlled corporations | 575,076,000 | 8.96% | Major Continuing Connected Transaction Amounts in 2019 | Transaction Type | Counterparty | Amount (RMB) | | :--- | :--- | :--- | | Sale of Information Products | Founder Group | 0.846 million yuan | | Purchase of Software Products | Founder Group | 29.563 million yuan | | Payment for Property Management Services | Peking University Resources Group | 31.774 million yuan | | Receipt of Consulting Service Fees | Peking University Resources Group | 83.640 million yuan | - The Board does not recommend the payment of any dividend for the current year[189] Independent Auditor's Report Auditor's Opinion and Key Audit Matters Ernst & Young issued a standard unqualified opinion on the company's 2019 consolidated financial statements, affirming their fair presentation, but highlighted a material uncertainty related to going concern due to the Group's significant annual loss, controlling shareholder's debt default and reorganization, and the Group's own loan defaults, while also identifying three key audit matters: impairment provisions for properties, capitalization of borrowing costs, and impairment provisions for trade receivables - Material Uncertainty Related to Going Concern: The auditor draws attention to the Group's annual loss of RMB 1.69 billion, and controlling shareholder Founder Group's bond defaults and reorganization, which triggered cross-default clauses on some of the Group's borrowings, requiring immediate repayment; these conditions indicate a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern, though the auditor's opinion was not modified in respect of this matter[231] - Key Audit Matters: 1. Impairment provisions for properties: The impairment assessment for properties under development and held for sale involves significant management judgment and estimates regarding selling prices and costs 2. Capitalization of borrowing costs: The process of evaluating qualifying assets, use of borrowed funds, and capitalization period is complex 3. Impairment provisions for trade receivables: Measuring expected credit losses requires significant judgment and estimates[233][235][238] Financial Statements and Notes Key Financial Statements The 2019 financial statements reveal severe challenges: the consolidated income statement shows a significant loss due to surging costs despite stable revenue; the consolidated statement of financial position indicates substantial asset and equity shrinkage, increased liquidity pressure, and a sharp drop in net current assets from RMB 7.09 billion to RMB 330 million; and the consolidated cash flow statement reflects a significant decrease in operating cash flow and continued net outflow from financing activities, leading to a notable decline in year-end cash and cash equivalents Consolidated Statement of Profit or Loss Summary (RMB thousand) | Item | 2019 | 2018 | | :--- | :--- | :--- | | Revenue | 24,131,590 | 24,911,870 | | Gross Profit | 2,101,639 | 3,217,351 | | Profit Before Tax | 267,269 | 2,071,686 | | Income Tax Expense | (1,960,595) | (1,275,040) | | (Loss)/Profit for the Year | (1,693,326) | 796,646 | | Attributable to Owners of the Parent | (2,421,877) | 716,310 | Consolidated Statement of Financial Position Summary (RMB thousand) | Item | Dec 31, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | Total Non-current Assets | 1,154,995 | 1,148,046 | | Total Current Assets | 37,386,418 | 41,513,192 | | Total Assets | 38,541,413 | 42,661,238 | | Total Current Liabilities | 37,054,691 | 34,427,584 | | Total Non-current Liabilities | 383,082 | 5,228,964 | | Total Liabilities | 37,437,773 | 39,656,548 | | Net Assets | 1,103,640 | 3,004,690 | | Equity Attributable to Owners of the Parent | 140,795 | 2,668,506 | Consolidated Statement of Cash Flows Summary (RMB thousand) | Item | 2019 | 2018 | | :--- | :--- | :--- | | Net Cash Flows from Operating Activities | 100,672 | 5,141,158 | | Net Cash Flows Used in Investing Activities | (21,577) | (63,138) | | Net Cash Used in Financing Activities | (2,424,885) | (5,012,365) | | Net (Decrease)/Increase in Cash and Cash Equivalents | (2,345,790) | 65,655 | Summary of Notes to Financial Statements The notes to the financial statements detail accounting policies, significant judgments, and estimates, with key notes highlighting material uncertainties regarding going concern (Note 2.1) due to controlling shareholder's reorganization and the Group's loan defaults; segment information (Note 4) showing property development as the main revenue and asset source but with significantly reduced profit contribution; interest-bearing borrowings (Note 29) totaling RMB 12.9 billion, with substantial non-current borrowings reclassified as current liabilities due to covenant breaches, exacerbating liquidity risk; and related party transactions (Note 40) disclosing frequent business dealings with the controlling shareholder and its associates - Going Concern Basis (Note 2.1): The note details factors leading to material uncertainty regarding going concern, including an annual net loss of RMB 1.69 billion, controlling shareholder Founder Group's bond defaults and reorganization application, and the Group's own loan defaults of RMB 1.21 billion, resulting in RMB 11.15 billion of borrowings becoming repayable on demand due to covenant breaches[290] - Interest-bearing Bank and Other Borrowings (Note 29): As of year-end, total borrowings were RMB 12.91 billion, of which RMB 12.65 billion were current liabilities; due to breaches of loan agreements, RMB 2.31 billion of borrowings originally repayable after 2020 were reclassified as current liabilities[566][575] - Contingent Liabilities (Note 37): The Group's mortgage guarantees provided to property buyers amounted to approximately RMB 6.25 billion, an increase from RMB 5.37 billion in 2018[611] - Events After Reporting Period (Note 45): Re-emphasizes the impact of the COVID-19 pandemic and the reorganization of controlling shareholder Founder Group[669] Financial Summary Five-Year Financial and Key Indicator Summary The five-year financial summary shows the company's revenue peaked in 2017-2019 but with highly volatile profitability, recording its largest loss in 2019; asset size declined annually after peaking in 2017, while total liabilities remained high, leading to a significant shrinkage in shareholder equity in 2019, with key financial indicators clearly demonstrating the deterioration of operating conditions, including declining gross margin, swing to loss, weakened liquidity, and sharply rising leverage Five-Year Performance Summary (RMB thousand) | Item | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 24,131,590 | 24,911,870 | 16,246,608 | 13,216,611 | 6,356,887 | | Profit/(Loss) Attributable to Owners of the Parent | (2,421,877) | 716,310 | 333,451 | (235,992) | (193,612) | Five-Year Assets and Liabilities Summary (RMB thousand) | Item | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 38,541,413 | 42,661,238 | 47,106,223 | 43,939,896 | 37,161,418 | | Total Liabilities | (37,437,773) | (39,656,548) | (44,880,712) | (42,253,813) | (35,072,666) | | Equity Attributable to Owners of the Parent | 140,795 | 2,668,506 | 1,976,248 | 1,607,916 | 1,888,459 |