Financial Performance - The Group's financial performance for the year ended December 31, 2023, is detailed in the consolidated income statement on page 197 of the annual report[20]. - The Board does not recommend the payment of a final dividend for the year ended 31 December 2023 (2022: Nil) [22]. - As at 31 December 2023, the Company's reserves available for distribution amounted to approximately RMB714.7 million (as at 31 December 2022: RMB714.7 million) [23]. - The Group's contracted sales for 2023 amounted to approximately RMB 14.346 billion, with a total GFA of approximately 904,000 sq.m.[199]. Employee and Management Information - The Group's employee benefits expenditure (excluding directors and senior management remuneration) for the year ended 31 December 2023 was approximately RMB462.7 million, down from RMB899.8 million in 2022[10]. - The Group has 1,757 employees as of 31 December 2023, a reduction from 2,656 employees as of 31 December 2022[10]. - The Group's employee remuneration policy includes performance-based bonuses and cash rewards, with regular reviews to align with industry standards[10]. - The Group provides on-the-job training and development opportunities to enhance employees' career progression and professional knowledge[18]. - The Group values the health and well-being of its staff by providing health coverage and medical insurance benefits[18]. Corporate Governance - The Company has established an Audit Committee comprising three independent non-executive Directors[131]. - The Company has adopted the Corporate Governance Code as its own code of corporate governance[133]. - The Board comprises nine members, including six executive directors and three independent non-executive directors[165]. - All independent non-executive directors have confirmed their independence according to the Listing Rules, ensuring compliance with regulations[167]. - The Board has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee to oversee specific aspects of the Company's affairs[165]. Debt and Financing - The Group issued RMB575,000,000 public domestic corporate bonds at a coupon rate of 6.20% on 21 February 2020, with a maturity date adjusted to February 2027[1]. - The Group issued USD400,000,000 6.75% senior notes due 2023 on 16 July 2019, equivalent to approximately RMB2,833,080,000[2]. - The Group's RMB 8.10% public domestic corporate bonds due 2023 had a total par value of RMB1,900,000,000, with a registered sell-back of 14,000,000 bonds in November 2021, amounting to RMB1,400,000,000[4]. - The Group's bondholders' meeting in February 2023 resulted in adjustments to the maturity date and repayment mechanisms for the RMB 6.20% bonds[1]. - Details of bank loans and other borrowings of the Company and the Group as at 31 December 2023 are set out in note 30 to financial statements [23]. Land and Development Projects - As of December 31, 2023, the Group had total land reserves of approximately 13.3 million sq.m., sufficient to support development needs for the next three years[82]. - The land reserves in major cities include Guangzhou (2,722,964 sq.m., 20.5%), Foshan (2,038,967 sq.m., 15.3%), and Qingyuan (2,592,393 sq.m., 19.5%) among others, totaling 13,307,108 sq.m.[83]. - The Group's total gross floor area (GFA) for sale is 10,914,432 square meters, with 1,324,684 square meters completed and 3,708,684 square meters under development[103]. - The Group's strategy includes leveraging its land reserves for future developments, aligning with market expansion goals[82]. - The Group focuses on enhancing customer experience through peripheral facilities, targeting middle to upper-class households[199]. Compliance and Risk Management - The Group has established compliance procedures to ensure adherence to applicable laws and regulations, with the audit committee overseeing compliance policies and practices[14]. - The Audit Committee has reviewed the effectiveness of the risk management and internal control systems and considers them to be effective and adequate[154]. - The Group has complied with all applicable code provisions of the Corporate Governance Code during the year ended 31 December 2023, except for the separation of the roles of chairman and chief executive officer[133]. - Ernst & Young issued an unqualified letter confirming that there are no issues that would lead them to believe the continuing connected transactions disclosed are not in compliance with the relevant rules[99]. Related Party Transactions - The Group has entered into a continuing connected transaction agreement with Times Neighborhood, effective from January 1, 2022, to December 31, 2024, covering various services including property management and construction site management[91]. - The historical transaction amount for services provided to Times Neighborhood Group for the year ended 31 December 2023 was RMB 119.8 million, which did not exceed the annual cap of RMB 1,680 million[120]. - The annual caps for fees to be paid to Times Neighborhood Group for the three years ending 31 December 2024 are RMB 1,220 million, RMB 1,680 million, and RMB 2,150 million respectively[120]. - The independent non-executive Directors have reviewed the continuing connected transactions and confirmed they were conducted in the ordinary course of business and on normal commercial terms[125]. Market Strategy and Expansion - The company is involved in various residential and commercial projects across multiple cities, including Huizhou, Chengdu, and Zhaoqing, indicating a strong market expansion strategy[49]. - The Group's strategy includes focusing on major core cities within the Guangdong-Hong Kong-Macau Greater Bay Area[199]. - The company is actively expanding its market presence with new projects in Nanhai and Sanshui, contributing to a diversified portfolio[181]. - The Group emphasizes project supporting facilities to enrich customer experiences and meet the needs of its target demographic[198].
时代中国控股(01233) - 2023 - 年度财报