Financial Performance - The company's revenue for the year ended December 31, 2021, decreased significantly from approximately HKD 1,141,245,000 to about HKD 543,280,000, primarily due to the completion and delivery of residential units and serviced apartments in Shenzhen [10]. - The property sales accounted for approximately 93% of the total revenue for the year, while trade income and rental income contributed only about 4% and 2%, respectively [10]. - The company reported a loss of approximately HKD 377,947,000 for the year, compared to a profit of about HKD 91,481,000 in 2020, mainly due to decreased transaction volume in Shenzhen and increased fair value losses on investment properties [10]. - The loss attributable to shareholders was approximately HKD 200,397,000 (2020: profit of approximately HKD 111,817,000) [167]. - The group's investment properties were revalued, resulting in a loss of approximately HKD 264,035,000 (2020: loss of approximately HKD 127,982,000) [171]. - The company did not recommend the payment of a final dividend for the year (2020: none) [170]. Assets and Liabilities - As of December 31, 2021, the company's total current assets were approximately HKD 1,071,145,000, an increase from about HKD 623,534,000 in the previous year [13]. - The company's total liabilities decreased to approximately HKD 887,895,000 from about HKD 1,404,819,000 year-on-year [13]. - The company's gearing ratio and debt-to-equity ratio were relatively low, with a debt-to-equity ratio of approximately 65% as of December 31, 2021, compared to 55% in the previous year [15]. - As of December 31, 2021, the company's reserves included retained earnings of approximately HKD 140,281,000 (2020: approximately HKD 140,281,000) and accumulated losses of approximately HKD 168,036,000 (2020: approximately HKD 391,199,000) [169]. Business Strategy and Operations - The Shenzhen project has completed construction and is actively leasing and attracting tenants, with several major brands signing lease intentions [11]. - The company plans to focus on completing the leasing and operation of all its properties and optimizing its asset portfolio by selling non-core assets to reduce debt levels [11]. - The company is actively seeking diverse business opportunities and plans to acquire and incubate upstream and downstream enterprises to enhance cash flow [6]. - The company plans to continue expanding its existing business and exploring new business opportunities, including seeking acquisition deals to enter new markets [27]. - The group is actively diversifying financing channels to secure optimal financing costs and ensure project progress [152]. Corporate Governance - The company has a commitment to corporate governance, as evidenced by the qualifications of its board members [41][42]. - The company has adhered to all provisions of the corporate governance code as per the listing rules, except for the separation of the roles of Chairman and CEO, which remains unfilled [48]. - The board consists of seven members, with four executive directors and three independent non-executive directors, ensuring a balance of professional knowledge and experience [51]. - The board is responsible for approving and monitoring the overall strategy and policies of the group, as well as evaluating performance [51]. - The company has established a Nomination Committee to evaluate potential board candidates based on established criteria, ensuring they meet the necessary qualifications [96]. Risk Management - The board is responsible for maintaining an effective risk management and internal control system to protect the overall interests of the company and its shareholders [107]. - The management is responsible for identifying and continuously monitoring strategic, operational, financial, reporting, and compliance risks [112]. - The group has established a risk register to record identified risks and regularly assess the potential impact and likelihood of each major risk [122]. - An independent internal control consultant was appointed to conduct a review covering the period from January 1, 2021, to December 31, 2021 [123]. Employee and Director Information - The total employee cost for the year was approximately HKD 14,496,000, an increase from HKD 9,232,000 in 2020, with 106 employees as of December 31, 2021 [31]. - The company reported a monthly director's remuneration of HKD 41,800 for executive directors [36]. - The independent non-executive director, Mr. Xu, has over 20 years of experience in the marketing industry [41]. - The company has established a strong management team with diverse backgrounds in finance, operations, and real estate [39][45]. Share Capital and Options - The company's issued share capital was reduced to HKD 2,449,554.13, divided into 244,955,413 shares with a par value of HKD 0.01 each as of December 31, 2021 [19]. - The new convertible bonds issued amounted to HKD 99,757,011, with a conversion price of HKD 0.80 per share, potentially increasing the major shareholder's stake from approximately 28.92% to 52.90% [22]. - The company has adopted a share option scheme to incentivize and reward eligible individuals [183]. - The number of shares available for issuance under the share option plan is 24,495,541 shares, representing approximately 10% of the company's issued share capital [189].
钧濠集团(00115) - 2021 - 年度财报