Financial Performance - The Group's revenue for the year ended December 31, 2024, was HK$47,286,000, an increase of HK$402,000 or 1% compared to HK$46,884,000 in 2023[11] - The loss for the year amounted to HK$74,752,000, a significant decline from a profit of HK$264,999,000 in 2023[11] - Loss per share was HK6.03 cents, compared to earnings per share of HK21.36 cents in the previous year[11] - The fair value loss of investment properties was HK$67,862,000, contrasting with a fair value gain of HK$259,453,000 in the prior year[13] - Finance costs increased by HK$15,884,000, primarily due to higher costs associated with other borrowings raised in the second half of the previous year[13] - Total assets decreased from HK$2,603,968,000 in the previous year to HK$2,431,092,000[20] - Net asset value declined from HK$1,822,751,000 to HK$1,742,069,000[20] - Total equity decreased from HK$1,822,751,000 in 2023 to HK$1,742,069,000 in 2024, a decrease of about 4.4%[24] - Cash and bank balances decreased from HK$130,495,000 in 2023 to HK$68,355,000 in 2024, a decline of about 47.6%[24] Assets and Liabilities - The Group's bank borrowings amounted to HK$100,000,000, with discussions for renewal ongoing as needed[20] - Total liabilities decreased from HK$781,217,000 as of December 31, 2023, to HK$689,023,000 as of December 31, 2024, representing a reduction of approximately 11.8%[24] - The ratio of total liabilities to total assets improved to approximately 28% in 2024 from 30% in 2023[24] - The carrying value of investment properties increased from HK$1,270,000,000 in 2023 to HK$1,294,000,000 in 2024, an increase of approximately 1.9%[23] - The gearing ratio remained stable at 26% for both 2023 and 2024[24] Property Management and Development - The Group's commercial properties at Harbour Crystal Centre recorded an average occupancy rate of approximately 90%[18] - The shopping arcade, Laneway, is currently under refurbishment and is expected to open in 2025[19] - The expected completion and grand opening of Laneway (formerly Concord Square) in the second half of 2025 is a significant milestone for the Group, with pre-leasing efforts aimed at securing anchor tenants[47] - The retail property leasing market in Hong Kong is expected to remain challenging throughout 2025, with continued pressure on rental rates and occupancy levels[46] Strategic Outlook - The Group aims to maintain the same total rental income from investment properties as last year[41] - Objectives for 2025 include reviewing management systems and cost structures to improve efficiency and reduce expenses[43] - Interest rates are projected to decrease in 2025, albeit at a more measured pace than previously anticipated, which should support property capital values and improve investment sentiment in Hong Kong's real estate sector[48] - The Group is well-positioned to benefit from gradual economic improvements and strategic developments while maintaining a disciplined approach to potential acquisitions[48] - The Group anticipates a year of growth driven by key strategic developments despite broader market challenges[46] Corporate Governance - The Company had three Independent Non-Executive Directors (INEDs) for the majority of 2024, complying with the Listing Rules requirements[66] - Mr. Cheng Chi Kin was appointed as an INED on 16th April 2024, restoring compliance with the minimum number of INEDs after the passing of Mr. Choi Kin Man[65] - The Board held five meetings during the year ended 31st December 2024, ensuring regular discussions on overall strategy and financial performance[67] - All INEDs confirmed their independence annually, in line with Rule 3.13 of the Listing Rules[66] - The Company Secretary assists in preparing meeting agendas and ensuring compliance with applicable rules and regulations[74] - Directors are entitled to seek external independent professional advice at the Company's expense under established procedures[76] - The Board's responsibilities include approving annual and interim results, significant contracts, and corporate governance matters[70] - The Board currently has one female Director out of seven Directors, achieving a gender diversity of 14.3%[84] - The Company targets to maintain at least the current level of female representation on the Board, with the ultimate goal of increasing the proportion of female members over time[84] - The Board conducted an annual review of the implementation and effectiveness of the Board Diversity Policy and is satisfied with its proper implementation[86] Committees and Director Responsibilities - The Board has established various committees, including a Nomination Committee, Remuneration Committee, Audit Committee, and Executive Committee, each with specific written terms of reference[98] - The Nomination Committee specifies the process and criteria for the selection and recommendation of candidates for directorship[91] - The Nomination Committee is chaired by an Independent Non-Executive Director (INED) and consists entirely of INEDs, ensuring a balanced composition for effective independent judgment[102] - The Remuneration Committee was restructured to include three members after the appointment of Mr. Cheng on April 16, 2024, following the passing of Mr. Choi on January 26, 2024[109] - The Audit Committee was restructured to include three members after the appointment of Mr. Cheng on April 16, 2024, following the passing of Mr. Choi on January 26, 2024[117] Risk Management and Internal Controls - The Group's risk management and internal control systems are designed to provide reasonable assurance against material misstatement or loss, and to assist in achieving the Group's objectives[145] - The internal audit function reports to the Chairman of the Board and the Audit Committee, providing independent appraisal of the adequacy and effectiveness of the Group's risk management and internal control systems[152] - The Audit Committee reviewed the internal audit plan and reports prepared by the Internal Audit Function[124] - The Audit Committee recommended the annual review of the Group's risk management and internal control systems[129] - The Company has established systems and procedures to identify, evaluate, and manage risks associated with different business activities[146] Shareholder Communication and Dividend Policy - The Board recognizes the importance of good communication with Shareholders, disseminating information through various formal channels including interim and annual reports[158] - The Company has established a Shareholders' Communication Policy to facilitate effective communication with Shareholders[166] - The Board conducted a review of the implementation and effectiveness of the Shareholders Communication Policy during the year[168] - The Board has adopted a Dividend Policy aimed at providing reasonable and sustainable returns to Shareholders while maintaining financial stability[173] - The ability to pay dividends is dependent on the dividends received from subsidiaries and associates, as the Company is a holding company[174] Environmental Sustainability - The Group is committed to long-term environmental sustainability and aims to reduce operational impacts on the environment[197] - The environmental policies include minimizing paper and electricity consumption, reducing waste, and promoting electronic communication[198]
亚证地产(00271) - 2024 - 年度财报