Financial Performance - Revenue for the year ended December 31, 2021, was approximately RMB 173,974,000, a decrease of 37% from RMB 275,541,000 in 2020[11] - Loss attributable to owners of the Company for 2021 was RMB 400,926,000, compared to a loss of RMB 7,775,000 in 2020[11] - The gross margin decreased due to adjusted selling prices of remaining properties in response to market conditions and competitor pricing in Maoming City[14] - Total assets as of December 31, 2021, were RMB 722,210,000, down from RMB 1,096,471,000 in 2020[11] - Total liabilities increased to RMB 444,133,000 in 2021 from RMB 353,288,000 in 2020[11] - For the year ended December 31, 2021, the property development and investment segment generated revenue of approximately RMB 173,974,000, a decrease from RMB 247,878,000 in 2020[15] - The First Maoming Project recorded sales of approximately RMB 172,547,000, down from RMB 246,450,000 in the previous year, with total sales area confirmed at approximately 11,801 square meters for residential and 4,983 square meters for commercial properties[15] - Impairment losses for properties held for sale amounted to approximately RMB 302,818,000, and RMB 71,026,000 for properties under development, both significantly higher than the previous year which recorded no impairment losses[18][20] - Selling and marketing expenses increased by approximately RMB 7,308,000, primarily due to promotional expenses for the Second Maoming Project[18][20] Property Development - The Company operates two property development projects in Maoming City, Guangdong Province, with the first project completed in 2019[13] - The Second Maoming Project is still under development, contributing to the decline in revenue from the First Maoming Project[14] - As of March 2023, approximately 48% of the construction for the Second Maoming Project has been completed, with pre-sales for residential properties starting in June 2022[23][25] - The Second Maoming Project has a total site area of approximately 29,274.16 square meters, with a planned gross saleable area of 84,000 square meters, including 59,000 square meters for residential and 25,000 square meters for commercial properties[19][21] - The Group plans to accelerate construction of the Second Maoming Project to align with the pre-sales schedule and will continue to explore suitable property development opportunities[30] Market Outlook - The management is cautiously optimistic about the property market in China, anticipating a recovery due to easing financing policies and strong local demand[29] - Management remains cautiously optimistic about the real estate market in China, anticipating a revival as the impact of COVID-19 diminishes[31] Financial Position - The Group's total secured bank borrowing amounted to approximately RMB 18,129,000, down from RMB 21,609,000 in 2020[35] - The gearing ratio increased to approximately 7% from 3% in 2020, reflecting a higher proportion of debt relative to net assets[35] - Pledged bank deposits decreased to RMB 4,482,000 from RMB 11,486,000 in 2020, indicating reduced collateral for mortgage facilities[50] - Commitments for property development amounted to RMB 316,705,000, down from RMB 369,138,000 in 2020[52] - The Group's maximum obligation regarding mortgage facilities provided to property purchasers was approximately RMB 80,814,000, down from RMB 163,165,000 in 2020[58] Corporate Governance - The Company has complied with all relevant Code Provisions of the Corporate Governance Code throughout the year[119] - The Board consists of seven Directors, including four executive Directors and three independent non-executive Directors, as of December 31, 2021[125] - The Company has adopted the Model Code for Securities Transactions by Directors, confirming compliance by all Directors during the year[120] - The Board holds regular meetings at least four times a year, with additional ad-hoc meetings as necessary[131] - The Company has delegated authority to executive Directors for day-to-day management while reserving key matters for Board approval[129] - The roles of Chairman and Chief Executive Officer were segregated, with clear division of responsibilities to ensure balanced power[145] - The Nomination Committee was established to review the structure and composition of the Board and recommend candidates for directorship[151] - The company received annual confirmations of independence from all independent non-executive directors, ensuring compliance with Listing Rules[148] Internal Control and Risk Management - The investigation into the frozen bank accounts revealed no financial loss, but identified potential deficiencies in internal control systems[74] - The company has implemented suggestions from an independent internal control consultant to improve its internal control systems, particularly regarding conflict of interest and connected transactions[84] - The internal control management system has been improved, with no major risks or concerns identified[87] - The Audit Committee assessed the effectiveness of risk management and internal control systems, ensuring unrestricted access to auditors and senior management[177] Board Composition and Experience - Mr. Cheng Chi Kin has over 28 years of experience in various industries including corporate governance, real estate, and asset management[99] - Mr. To Kwan has over 20 years of experience in accounting, corporate finance, and mergers and acquisitions[105] - Mr. Yau Sze Yeung has over 20 years of experience in the financial industry, focusing on audit and corporate finance[108] - Mr. Chen Weijiang has over 20 years of experience in the sugar markets in the People's Republic of China[110] - The company has a diverse board with expertise in finance, governance, and industry-specific knowledge[99][105][108][110] - The appointments of the directors reflect a strategic focus on enhancing corporate governance and financial oversight[99][105][108][110] Director Responsibilities and Meetings - The Company ensures that all executive Directors dedicate sufficient time and attention to the Group's affairs[128] - The Directors have independent access to senior management and can seek independent professional advice as needed[130] - The company held 4 board meetings during the year, ensuring directors received relevant information for informed decision-making[136] - All independent non-executive directors are appointed for a term of three years and are subject to re-election at the annual general meeting[148] - The Nomination Committee held one meeting during the year to recommend the re-appointment of Directors and reviewed the size, structure, and diversity of the Board[158] Remuneration and Audit Committees - The Remuneration Committee conducted two meetings to review the remuneration policy and structure for all Directors and senior management, ensuring no Director participated in deciding their own remuneration[164] - The Audit Committee held two meetings and reviewed the audited consolidated financial statements for the year ended December 31, 2020, along with the unaudited financial statements for the six months ended June 30, 2021[170] - The Audit Committee approved the remuneration and terms of engagement of the external auditor, Deloitte Touche Tohmatsu, and recommended their re-appointment for shareholders' approval[174] - The Audit Committee reviewed the effectiveness of the internal audit functions of the Group[176]
中国上城(02330) - 2022 - 年度财报