汇景控股(09968) - 2025 - 年度财报

Company Information This section provides essential company details, including board and committee members, registered and principal business addresses, and key professional advisors - The report details the company's fundamental information, including board and committee members, registered office, principal business address, share registrar, auditor, legal counsel, and principal banks[4][6][10] - The report discloses important personnel changes, with CEO Mr. Lun Zhaoming resigning effective January 1, 2025, and Ms. Wang Di appointed Executive Director effective May 16, 2025[4][178] Financial Summary The company's financial performance has significantly deteriorated over the past five years, marked by a shift from profit to substantial losses and negative total equity by 2024 - The company's financial performance has significantly deteriorated over the past five years, shifting from profitability to substantial losses since 2022, with total equity turning negative by the end of 2024, indicating insolvency[11] Five-Year Financial Summary (As of December 31) | Metric | 2020 (RMB thousands) | 2021 (RMB thousands) | 2022 (RMB thousands) | 2023 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 5,153,233 | 5,309,290 | 85,893 | 941,219 | 240,915 | | Profit/(Loss) Before Tax | 1,329,129 | 1,102,164 | (2,806,057) | (664,729) | (744,325) | | Total Assets | 12,738,992 | 15,182,212 | 12,213,441 | 10,417,205 | 10,150,391 | | Total Liabilities | 8,909,356 | 10,930,837 | 10,894,770 | 9,891,786 | 10,484,866 | | Total Equity/(Deficit) | 3,829,636 | 4,251,375 | 1,318,671 | 525,419 | (334,475) | Chairman's Report This report outlines the Group's operational performance, financial status, and strategic outlook, highlighting key achievements and future development directions Full Year Results and Financial Position In FY2024, the Group experienced significant performance fluctuations, with revenue declining 74.4% to RMB 241 million, a net loss of RMB 801 million, and a high gearing ratio of 93.8% FY2024 Key Performance Indicators | Metric | 2024 | YoY Change | | :--- | :--- | :--- | | Revenue (RMB millions) | 240.9 | -74.4% | | Gross Profit (RMB millions) | 62.6 | - | | Gross Profit Margin | 26.0% | - | | Net Loss (RMB millions) | 801.3 | - | | Contract Sales (RMB millions) | 102.2 | -65.0% | | Contract Sales GFA (square meters) | 9,795 | - | Financial Position as of December 31, 2024 | Metric | As of December 31, 2024 | YoY Change | | :--- | :--- | :--- | | Total Assets (RMB billions) | 10.1504 | -2.6% | | Gearing Ratio | 93.8% | - | - The board does not recommend a final dividend for the year ended December 31, 2024[18] Business Review The Group continued its "one core, two wings" strategy in 2024, focusing on residential development and urban renewal, achieving progress with 9 preliminary service provider qualifications - The company adheres to the "one core, two wings" strategy, focusing on residential development, urban renewal, and cultural tourism/tech innovation to diversify revenue and enhance competitiveness[19] - By the end of 2024, the Group secured preliminary service provider qualifications for 9 urban renewal projects, with an additional 9 projects in progress to obtain similar qualifications[20] Business Outlook The Group will focus on "three old transformations" projects in Dongguan, Guangdong, supported by approximately 2.8 million square meters of land reserves across 18 projects and 4 land parcels - Future strategy will focus on South China, particularly Dongguan's "three old transformations" projects in Guangdong[25][27] Land Reserve as of December 31, 2024 | Project Type | Quantity | | :--- | :--- | | Real Estate Projects | 18 | | Land Parcels | 4 | | Total Gross Floor Area | 2,799,191 square meters | Management Discussion and Analysis This section provides a comprehensive review of the Group's operational and financial performance, detailing revenue trends, cost structures, liquidity, and future strategies Business Review In 2024, the Group's total revenue significantly decreased by 74.4% to RMB 241 million, driven by sharp declines in property sales and average selling prices, while actively pursuing urban renewal projects 2024 Contract Sales Performance | Metric | Amount/Area | YoY Change | | :--- | :--- | :--- | | Contract Sales (RMB millions) | 102.2 | -65.0% | | Contract Sales GFA (square meters) | 9,795 | -53.3% | 2024 Property Sales Details | Metric | Amount/Area | YoY Change | | :--- | :--- | :--- | | Property Sales Revenue (RMB millions) | 201.2 | -77.9% | | GFA of Properties Recognized as Sold (square meters) | 31,530 | -53.0% | | Average Selling Price (RMB/square meter) | 6,381 | -53.0% | - As of the end of 2024, the Group's total land reserve GFA was approximately 2,799,191 square meters, primarily located in Hengyang, Heyuan, and Xuzhou[48][50] - The Group actively participates in urban renewal, particularly Dongguan's "three old transformations" projects, with progress in Zhangmutou Baoshan, Humen Xinwan, and Shatian Nianzhou, and 9 preliminary service provider agreements signed covering 2.23 million square meters[51][54] Financial Review In FY2024, the Group's financial performance deteriorated significantly, with total revenue down 74.4%, gross profit down 75.8%, and net loss expanding to RMB 801 million, primarily due to increased finance costs and inventory impairment FY2024 Key Income Statement Items | Item | 2024 (RMB millions) | 2023 (RMB millions) | YoY Change | | :--- | :--- | :--- | | Total Revenue | 240.9 | 941.2 | -74.4% | | Gross Profit | 62.6 | 258.4 | -75.8% | | Gross Profit Margin | 26.0% | 27.5% | -1.5pp | | Loss for the Year | 801.3 | 730.4 | Loss expanded | | Finance Costs | 441.3 | 178.4 | +147.4% | | Write-down of inventories to net realizable value | 144.4 | 48.5 | +197.7% | - Finance costs significantly increased by 147% from RMB 178 million to RMB 441 million, primarily due to increased loan balances and overdue interest[80] - Sales and distribution expenses and administrative expenses both significantly decreased by 75% and 62% respectively, primarily due to reductions in marketing, human resources, and office expenses[64][69] Future Outlook Despite real estate pressures, the Group will focus on project completion, accelerated sales, operational optimization, and creditor negotiations, particularly for Dongguan's "three old transformations" projects - The Group will continue to focus on three core tasks: - Completing and delivering property projects - Accelerating the sale of properties under development and completed properties - Integrating resources, optimizing operations, and reducing expenses[90] - The Group is facing significant financing pressure from lenders and creditors and is actively negotiating to seek solutions[91] Liquidity and Capital Resources As of end-2024, the Group faces severe liquidity issues, with cash at RMB 37.2 million, net current liabilities at RMB 3.92 billion, a 93.8% gearing ratio, and RMB 1.37 billion in financial guarantees Liquidity and Financial Ratios (As of December 31) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Total Cash and Bank Balances (RMB millions) | 37.2 | 126.2 | | Net Current Liabilities (RMB billions) | 3.9196 | 3.0788 | | Gearing Ratio | 93.8% | 83.8% | | Current Ratio | 0.62 times | 0.69 times | - As of the end of 2024, the Group's total bank financing was RMB 2.838 billion, with 81.8% (approximately RMB 2.322 billion) utilized[100] - The Group provided RMB 1.369 billion in mortgage financing guarantees to property customers, a decrease from RMB 2.501 billion in 2023[115] - As of the end of 2024, the Group's total capital commitments amounted to RMB 2.284 billion, primarily for properties under development[112] Management's Position, Views and Assessment on Disclaimer of Opinion In response to the auditor's disclaimer of opinion on going concern, the board outlined six plans to improve liquidity and financial position, including debt negotiation, strategic investment, and accelerated sales - Auditor BDO Limited issued a "disclaimer of opinion" on the financial statements due to significant uncertainty regarding the appropriateness of the going concern assumption[130] - The board has adopted six measures to improve liquidity: - Negotiating with creditors for repayment extensions - Introducing strategic partners or investors for key projects - Accelerating property sales to generate cash flow - Developing diversified sales channels - Improving occupancy rates and rental income for leased properties - Streamlining headcount and controlling operating costs for efficiency[131][139] - The audit committee has reviewed and agreed with management's position, requesting necessary actions to address the going concern uncertainty[134] Profile of Directors and Senior Management This chapter details the backgrounds of the company's board members and senior management, including their positions, responsibilities, industry experience, and educational qualifications - This section details the backgrounds of the company's board members and senior management, including their positions, responsibilities, industry experience, and educational qualifications[140][142][147] Corporate Governance Report This report details the company's corporate governance framework, including board composition, committee structures, and risk management and internal control systems Board and Committees The company's board comprises 8 members, including 1 non-executive, 3 executive, and 3 independent non-executive directors, meeting listing rule requirements, with separate Chairman and CEO roles, and three independent committees - The board is led by Chairman Mr. Lun Ruixiang (Non-executive), with CEO Mr. Lun Zhaoming (resigned effective January 1, 2025) responsible for daily management, ensuring separation of powers[179][183] - The company has an Audit Committee, Remuneration Committee, and Nomination Committee, all chaired by independent non-executive directors to ensure independence and effective oversight[210][213][219][227] - The company has adopted a board diversity policy, considering gender, age, cultural background, and professional experience in director selection[243] Risk Management and Internal Control The board oversees the Group's risk management and internal control systems, reviewing their effectiveness annually through a "three lines of defense" model, confirmed as effective for 2024 - The Group's risk management framework adopts a "three lines of defense model": - First line of defense: Operational management and internal control measures - Second line of defense: Functional departments like finance, cost, and legal compliance - Third line of defense: Internal audit[271] - The board, through the audit committee, reviewed the risk management and internal control systems for the year ended December 31, 2024, deeming them effective and sound[283] Directors' Report This report covers the Group's annual performance, dividend policy, use of IPO proceeds, directors' and major shareholders' interests, share option schemes, and significant related party transactions and litigation disclosures Results and Dividends The Group's 2024 annual results are detailed in the consolidated financial statements, and given the current financial performance, the board does not recommend a final dividend - The board does not recommend a final dividend for the year ended December 31, 2024[303] Use of Net Proceeds from Listing The company's HKD 1.3911 billion net IPO proceeds from January 2020 have been fully utilized as disclosed, primarily for urban renewal, property development, debt repayment, and working capital Allocation of Net Proceeds from Listing (HKD millions) | Use | Planned Amount | Amount Used | | :--- | :--- | :--- | | Advancing urban renewal projects | 765.1 | 765.1 | | Development of existing property projects | 278.2 | 278.2 | | Repayment of interest-bearing borrowings | 278.2 | 278.2 | | Working capital and general corporate purposes | 69.6 | 69.6 | | Total | 1,391.1 | 1,391.1 | Directors' and Major Shareholders' Interests in Shares As of December 31, 2024, Chairman Mr. Lun Ruixiang is the controlling shareholder, holding approximately 75.82% of shares through controlled entities, with other executive directors holding share options - Company Chairman Mr. Lun Ruixiang holds 3,937,331,000 shares (74.94% equity) through his wholly-owned Wealthy Yield Holdings Limited, making him the controlling shareholder[348][349] Share Option Schemes The company has Pre-IPO and Post-IPO Share Option Schemes; the former has 45.25 million unexercised options as of end-2024, while no options have been granted under the latter - As of December 31, 2024, 45,250,000 unexercised share options remain under the Pre-IPO Share Option Scheme, representing 0.86% of issued share capital[363][373] - The Post-IPO Share Option Scheme has a 10-year validity from listing, but no options have been granted under it as of this annual report[381][389] Connected Transactions The company engaged in multiple continuing connected transactions with related parties for property management, commercial operations, and other services, all within annual caps and deemed fair and reasonable - The company signed four framework agreements with Dongguan Huijing Property Services Co., Ltd. for property management, marketing, and engineering consulting, with a combined 2024 annual cap of RMB 63.8 million[402][410][417][424][431] - The company signed a commercial operation and value-added services framework agreement with Dongguan Huisheng Commercial Operation Management Co., Ltd., with a 2024 annual cap of RMB 28.8 million[434][440] - The company signed an interior decoration services framework agreement with Guangdong Huifeng Ecological Technology Co., Ltd., with a 2024 annual cap of RMB 100 million[441][446] Disclosure Made Under Rule 13.21 of the Listing Rules During the reporting period, the Group experienced multiple loan agreement defaults and civil lawsuits, with creditors initiating legal actions for overdue loans totaling over RMB 1 billion - The Group is involved in multiple significant civil lawsuits and loan defaults, including: - Trust Company A: Overdue trust loans of approximately RMB 300 million, now in enforcement - Trust Company B: Unredeemed financial products of approximately RMB 156 million, now in enforcement with some collateral under auction - A certain creditor: Overdue entrusted loans of approximately RMB 530 million, now in enforcement - Asset Management Company: Loan defaults of approximately RMB 394 million, settled via mediation and in enforcement[473][474][478][479] Independent Auditor's Report This report presents the independent auditor's opinion on the consolidated financial statements, highlighting key audit matters and the basis for their conclusion, particularly regarding the Group's going concern ability Disclaimer of Opinion Auditor BDO Limited issued a "disclaimer of opinion" on the Group's consolidated financial statements due to significant uncertainty regarding going concern, stemming from substantial losses, insolvency, and widespread debt defaults - The auditor explicitly stated a "disclaimer of opinion" on the Group's consolidated financial statements due to insufficient appropriate audit evidence to form an opinion[498] - The disclaimer of opinion is based on "material uncertainty related to going concern," evidenced by: - Huge losses: Net loss of RMB 801 million in 2024 - Insolvency: Net current liabilities of RMB 3.92 billion and net liabilities of RMB 334 million - Debt defaults: Totaling RMB 5.95 billion in interest-bearing borrowings and senior notes in default or cross-default as of end-2024 - Liquidity depletion: Available cash and cash equivalents of only RMB 2.327 million[499] Consolidated Financial Statements This section presents the Group's consolidated financial statements, including the statement of profit or loss, statement of financial position, statement of cash flows, and detailed notes Consolidated Statement of Profit or Loss In FY2024, Group revenue significantly decreased by 74.4% to RMB 241 million, with loss for the year expanding to RMB 801 million, resulting in a basic and diluted loss per share of RMB 0.15 Consolidated Statement of Profit or Loss Summary (RMB thousands) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Revenue | 240,915 | 941,219 | | Gross Profit | 62,644 | 258,416 | | Loss Before Tax | (744,325) | (664,729) | | Loss for the Year | (801,318) | (730,350) | | Loss Attributable to Owners of the Parent | (799,479) | (696,720) | | Basic Loss Per Share (RMB) | (0.15) | (0.13) | Consolidated Statement of Financial Position As of December 31, 2024, the Group's financial position deteriorated, with total assets at RMB 10.15 billion, total liabilities at RMB 10.485 billion, and total equity turning into a deficit of RMB 334 million Consolidated Statement of Financial Position Summary (RMB thousands) | Item | As of December 31, 2024 | As of December 31, 2023 | | :--- | :--- | :--- | | ASSETS | | | | Total Non-current Assets | 3,645,378 | 3,684,504 | | Total Current Assets | 6,505,013 | 6,732,701 | | Total Assets | 10,150,391 | 10,417,205 | | LIABILITIES AND EQUITY | | | | Total Current Liabilities | 10,424,641 | 9,811,525 | | Total Non-current Liabilities | 60,225 | 80,261 | | Total Liabilities | 10,484,866 | 9,891,786 | | Total (Deficit)/Equity | (334,475) | 525,419 | Consolidated Statement of Cash Flows In FY2024, operating cash flow turned negative with a net outflow of RMB 170 million, while investing and financing activities saw net inflows, resulting in year-end cash and cash equivalents of only RMB 2.327 million Consolidated Statement of Cash Flows Summary (RMB thousands) | Item | 2024 | 2023 | | :--- | :--- | :--- | | Net Cash Flows from Operating Activities | (170,057) | 12,730 | | Net Cash Flows from/(used in) Investing Activities | 84,944 | (27,602) | | Net Cash Flows from Financing Activities | 108,216 | 9,618 | | Net Increase/(Decrease) in Cash and Cash Equivalents | 23,103 | (5,254) | | Cash and Cash Equivalents at Beginning of Year | 6,009 | 27,269 | | Cash and Cash Equivalents at End of Year | 2,327 | 6,009 | Notes to the Consolidated Financial Statements These notes provide detailed explanations of the company's financial position and performance, covering critical areas such as going concern assumptions, revenue recognition, financial instruments, debt details, and related party transactions Note 2.1 Basis of Presentation (Going Concern) This note reveals significant doubts about the Group's going concern ability due to substantial losses, net liabilities, severe liquidity shortfalls, and multiple loan defaults - The note explicitly states that as of end-2024, the Group had RMB 5.95 billion in interest-bearing borrowings and senior notes in default or cross-default, raising significant doubts about its going concern ability[536] - Management's plans to alleviate liquidity pressure include: - Accelerating property sales and delivery - Integrating resources, optimizing operations, and reducing expenses - Actively negotiating with lenders for renewal or refinancing[537][543] Note 29 & 30 Interest-bearing Bank and Other Borrowings and Senior Notes As of end-2024, the Group's interest-bearing bank and other borrowings totaled RMB 4.13 billion, with senior notes at RMB 1.05 billion, detailing multiple debt defaults, including RMB 1.95 billion in overdue bank loans Debt Status (As of December 31) | Item | 2024 (RMB thousands) | 2023 (RMB thousands) | | :--- | :--- | :--- | | Interest-bearing bank and other borrowings | 4,134,446 | 4,012,871 | | Senior notes (principal + interest) | 1,051,260 | 908,543 | - As of end-2024, the Group's total overdue bank loans amounted to RMB 1.945 billion[954] - The 2023 senior notes matured in July 2023 but remained unsettled as of the reporting period, constituting a default event[961] Note 46 Financial Risk Management Objectives and Policies This note outlines the Group's primary financial risks: interest rate, credit, and liquidity, highlighting extremely high financial leverage with a net debt-to-equity ratio of -1540% and severe liquidity risk Net Debt-to-Equity Ratio | Item | 2024 (RMB thousands) | 2023 (RMB thousands) | | :--- | :--- | :--- | | Net Debt | 5,149,845 | 4,820,790 | | Total (Deficit)/Equity | (334,475) | 525,419 | | Net Debt-to-Equity Ratio | -1,540% | 918% | - The Group faces severe liquidity risk, with undiscounted contractual financial liabilities due within one year or on demand totaling as high as RMB 8.221 billion[1096]