Real Estate Development - The total net saleable floor area transferred to customers was approximately 120,375 square meters, an increase of about 14% compared to 105,267 square meters in the same period of 2021[15]. - The sales revenue from real estate business was approximately RMB 1.2 billion, representing a year-on-year increase of about 28% due to the resumption of project deliveries affected by the pandemic[15]. - The company plans to continue its "real estate + industry" development model, focusing on high-quality projects and selective deepening in target cities[13]. - The company has 25 completed real estate projects with a total construction area of approximately 2,980,797 square meters as of December 31, 2022[5]. - The company is actively responding to the government's "guarantee delivery" policy by collaborating with state-owned platform companies to undertake quality projects in the market[15]. - The company aims to shift its business development model from "doing strong and big" to "doing precise and detailed" in response to market conditions[15]. - The company is focusing on developing industrial real estate projects, including smart cold chain logistics industrial parks and global health and wellness tourism bases[16]. - The company has three ongoing real estate projects with a total construction area of approximately 194,902 square meters[5]. - The company maintains a cautiously optimistic attitude towards the recovery of the real estate industry in 2023, despite uncertainties in the international and domestic economic environment[12]. - The company anticipates better policy support for first-time homebuyers and improved housing demand due to the rise of millennial and Gen Z consumer groups, leading to a shift towards high-end market demand[18]. - The company plans to strengthen strategic partnerships to enhance performance in traditional real estate projects and reduce operational risks through collaboration[19]. - The company aims to transition from heavy asset investments to light asset operations, focusing on cash flow recovery and healthy development amidst adverse factors like real estate policies and the pandemic[21]. - The company will continue to explore mature regional markets such as the Yangtze River Delta and the Guangdong-Hong Kong-Macau Greater Bay Area, prioritizing "EPC+" projects and light asset projects[22]. - The company is committed to optimizing project cost structures and enhancing cost management to ensure project profitability and minimize risks[21]. - The real estate market in Zhengzhou is expected to stabilize and develop steadily due to government support policies and the city's rising status as a national central city[34]. - As of December 31, 2022, the company has completed 16 real estate projects located in Henan Province[35]. - The company continues to focus on the "Shanghai one-hour economic circle" and seeks quality projects with moderate total prices and fast turnover[52]. - The company has 4 real estate projects in the Yangtze River Delta region as of December 31, 2022, with 3 completed and 1 under development[52]. - The real estate market in the Yangtze River Delta experienced a significant decline in sales volume compared to 2021, influenced by various regulatory measures[50]. - The company aims to explore high-quality projects in regions such as Guangdong West, Guangxi, and Southwest China in 2023[45]. - The company is actively seeking to transform and upgrade its real estate projects in response to external market changes, focusing on low-cost and high-yield industrial projects[52]. - The Hainan Free Trade Port's construction is expected to enhance the value of real estate in the region as it approaches the 2025 closure operation milestone[44]. Financial Performance - In 2022, the total revenue of the company was approximately RMB 1,326.5 million, a decrease of about 30% compared to 2021[64]. - The real estate development segment generated revenue of approximately RMB 1,201.1 million in 2022, an increase of about 28% year-on-year[65]. - The equipment manufacturing segment recorded revenue of approximately RMB 125.3 million, a 55% increase compared to 2021[67]. - The gross profit from real estate development was approximately RMB 176.3 million, a 15% increase from the previous year[66]. - The gross profit margin for the equipment manufacturing segment improved from 23% to 24% in 2022[67]. - The net financial expenses decreased by approximately 46% to RMB 24.2 million due to reduced loans and borrowings[71]. - The company’s administrative expenses were approximately RMB 106.5 million, a decrease of about 38% year-on-year due to strict cost control measures[70]. - The company expects the real estate industry to stabilize and recover in the foreseeable future following government policy adjustments[64]. - The income tax expense for the year ended December 31, 2022, increased by approximately RMB 12,800,000 due to higher profits, while land appreciation tax provisions decreased by about RMB 42,900,000[72]. - The net decrease in development properties and prepaid costs was approximately RMB 1,600,200,000, primarily due to the sale of subsidiaries amounting to RMB 764,400,000[73]. - As of December 31, 2022, the group's current assets net value was approximately RMB 1,301,400,000, a decrease of about 26% compared to the same period in 2021[74]. - The net debt-to-equity ratio as of December 31, 2022, was approximately 23%, down from 31% on December 31, 2021[81]. - The group sold its entire equity in Guangdong Leidin Real Estate Development Co., Ltd. for approximately RMB 112,000,000 and in Wei Ye Holdings (Shenzhen) Group Co., Ltd. for approximately RMB 81,000,000 during the year ended December 31, 2022[84]. - Employee benefit expenses totaled approximately RMB 70,800,000 for the year ended December 31, 2022, down from RMB 108,600,000 in 2021[78]. - The group’s outstanding loans and borrowings amounted to approximately RMB 838,300,000 as of December 31, 2022[74]. - Contract liabilities decreased by approximately RMB 949,400,000 due to sales confirmations in 2022[73]. - Trade and other payables decreased by approximately RMB 422,200,000, mainly due to the settlement of construction projects[73]. - The company had no available reserves for distribution due to accumulated losses as of December 31, 2022[174]. - The company’s issued share capital remained unchanged as of December 31, 2022[169]. - The company reported no significant changes in its main business activities as of December 31, 2022[160]. - The company did not recommend the payment of a final dividend for the year ending December 31, 2022, consistent with the previous year[163]. - The largest customer accounted for 29.40% of total sales, while the top five customers together represented 30.16%[175]. - The largest supplier contributed to 23.98% of total purchases, with the top five suppliers accounting for 68.22%[175]. Corporate Governance - The company maintains high standards of corporate governance to create value for customers and shareholders[93]. - The Board of Directors oversees the entire strategy and performance of the group, including major investments and financial performance reviews[94]. - The company has adhered to the Hong Kong Corporate Governance Code throughout the fiscal year ending December 31, 2022[93]. - The Audit Committee, Nomination Committee, and Remuneration Committee assist the Board in fulfilling its responsibilities[94]. - The company is headquartered in Zhengzhou, Henan Province, China, with a registered office in Singapore[91]. - The company has established relationships with major banks, including China Construction Bank and Shanghai Pudong Development Bank[91]. - The board of directors held 4 regular meetings in the year ending December 31, 2022, with all members attending 100% of the meetings[96]. - The company has a strong independent non-executive director presence, with over half of the board being independent, ensuring effective governance[100]. - The board approved significant investment and fundraising decisions, as well as the announcement of interim and annual financial results[96]. - The company has implemented internal guidelines requiring board approval for major transactions and agreements outside of normal business operations[96]. - The board is committed to ongoing training and updates regarding regulatory changes and financial reporting standards to enhance governance practices[97]. - The company has been listed on the Hong Kong Stock Exchange since April 6, 2016, and continues to provide directors with updates on listing rule changes[98]. - The board's composition includes members with diverse skills and experiences, facilitating effective decision-making[101]. - The company encourages directors to participate in seminars and training to improve their capabilities in fulfilling their responsibilities[97]. - The board has established a process for informal meetings to discuss financial performance and governance measures without management present[101]. - The company ensures that newly appointed directors receive comprehensive training and orientation regarding their roles and responsibilities[98]. - The company appointed Chen Zhiyong as the Chairman and Hong Junli as the CEO after Zhang Wei's resignation, ensuring compliance with corporate governance codes[102]. - The Nomination Committee consists of three independent non-executive directors, focusing on board effectiveness and strategic discussions[106]. - The company aims to achieve gender diversity on the board by having at least one director of a different gender by December 31, 2024[116]. - Independent non-executive directors are deemed independent and capable of making independent judgments regarding the company's affairs[115]. - The board has a diversity policy that considers various factors including gender, age, cultural background, and professional experience[116]. - Each executive director has a service contract with a term of three years, ensuring regular rotation and re-election at the annual general meeting[111]. - The Nomination Committee is responsible for reviewing the independence of independent non-executive directors annually[113]. - The company emphasizes collective decision-making within the board, preventing power concentration in individuals[104]. - The board's diversity policy is designed to support sustainable development and strategic goals[116]. - The company has adopted a nomination policy outlining the procedures and criteria for selecting and reappointing directors[117]. - The remuneration committee is composed of three independent non-executive directors, responsible for determining the remuneration framework for directors and key management personnel[119]. - The committee reviews and approves the remuneration policies and benefits plans for executives, ensuring they align with the company's objectives and performance[120]. - The company does not implement any employee stock option plans or long-term incentive plans for its executives[123]. - The remuneration for executive directors is linked to individual performance and is structured to include both fixed salary and variable components[123]. - The board ensures that independent non-executive directors do not receive excessive remuneration that could compromise their independence[123]. - The company has adopted a remuneration policy aimed at providing fair market compensation to attract and retain high-quality directors and management[125]. - The board is responsible for presenting a balanced assessment of the company's performance and financial position to shareholders[126]. - Management regularly provides the board with appropriate financial information regarding the group's performance and outlook[127]. - The company ensures compliance with applicable regulations regarding the handling and dissemination of insider information[127]. - The remuneration committee aims to ensure that termination clauses in executive contracts are fair and reasonable, avoiding excessive payouts[122]. Risk Management and Internal Control - The company maintains an internal control system across all subsidiaries, aiming to manage risks rather than eliminate them, providing reasonable assurance against significant financial misstatements or losses[128]. - The board and audit committee believe that the risk management and internal control systems were effective for the year ending December 31, 2022, addressing significant financial, operational, compliance, and IT risks[129]. - The audit committee consists of three independent non-executive directors, focusing on reviewing audit plans, financial statements, and risk management procedures[131]. - The company paid approximately RMB 2,400,000 for audit services to the external auditor for the year ending December 31, 2022, with no non-audit services provided[134]. - The company has established a whistleblowing policy allowing employees and third parties to report misconduct anonymously, with no reports received as of the report date[135]. - The audit committee is responsible for reviewing and approving all hedging policies and tools implemented by the company[136]. - The company emphasizes the importance of maintaining effective communication and cooperation between the audit committee and management[133]. - The audit committee has the discretion to invite any director or executive to attend meetings as necessary[133]. - The company has a structured process for receiving, retaining, and handling complaints that may negatively impact its operations[136]. - The audit committee will report any findings related to fraud or regulatory violations that could significantly affect the company's performance or financial condition[133]. - The company maintains a zero-tolerance policy towards corruption, bribery, fraud, and money laundering, adhering strictly to Chinese laws and the Hong Kong Prevention of Bribery Ordinance[138]. - The internal audit function is outsourced to an external consultant, ensuring independence from management and allowing unrestricted access to all company documents and personnel[139]. - The company has established a comprehensive communication policy to ensure all shareholders are treated equally and informed of significant developments in a timely manner[140]. - Shareholders have the right to attend and participate in the company's annual general meetings, where they can express their views and ask questions regarding the company's operations[141]. - The company will not implement selective disclosure, ensuring that price-sensitive information is publicly released before meetings with investors or analysts[142]. - The frequency and amount of dividends declared will consider the company's profit growth, cash position, and anticipated funding requirements for business growth[142]. - The company encourages shareholder participation in meetings to ensure high levels of accountability and to communicate its strategic and development plans[147]. - The audit committee reviews the adequacy and effectiveness of the internal audit function annually, ensuring it is supported with sufficient resources[139]. Employment and Workforce - As of December 31, 2022, the group employed a total of 294 full-time employees, a decrease from 449 in 2021, indicating a reduction of approximately 34.5%[182]. - The gender ratio of the employee workforce is approximately 70% male to 30% female, with the company continuing to consider diversity factors in hiring[182]. Shareholder and Stakeholder Relations - The company has complied with all relevant laws and regulations, promoting environmental and social responsibility[190]. - The controlling shareholders have adhered to their commitments under the non-competition agreement as assessed by independent non-executive directors[193]. - The company has not entered into any significant transactions or agreements where directors have a direct or indirect significant interest during the year[189]. - The board has the authority to determine director remuneration, which requires shareholder approval at the annual general meeting[179]. - The company maintained the required minimum public float as per listing rules as of the report date[194]. - There were no arrangements made during the fiscal year that would allow directors to benefit from acquiring shares or bonds of the company or any other company[195]. - As of the report date, the group has no share option plans in place[196]. - The auditor, Lixin Dehao, has expressed willingness to be reappointed as the company's auditor, with a resolution to be presented at the upcoming annual general meeting[197]. - The independent auditor's report confirms that the consolidated financial statements fairly reflect the group's financial position as of December 31, 2022, in accordance with International Financial Reporting Standards[200].
伟业控股(01570) - 2022 - 年度财报