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新生態產城服務商 New Ecological Industrial City Service Provider GUANGDONG – HONG KONG GREATER BAY AREA HOLDINGS LIMITED AREA BAY GUANGDONG – HONG KONG GREATER 新生態產城服務商 NEW ECOLOGICAL INDUSTRIAL CITY SERVICE PROVIDER GUANGDONG – HONG KONG GREATER BAY AREA HOLDINGS LIMITED 粵港灣控股有限公司 (Incorporated in the Cayman Islands with limited liability) ( 於開曼群島註冊成立的有限公司 ) Stock Code 股份代號 : 1396.HK 粵港灣控股有限公司 2020 INTERIM REPORT 2020 中期報告 INTERIM REPORT 中期報告 CONTENTS 目錄 Corporate Information 公司資料 2 Chairman’s Statement 主席報告 5 Management Discussion and Analysis 管理層討論及分析 10 Disclosure of Interest 權益披露 31 Corporate Governance and Other Information 公司管治及其他資料 38 Review Report 審閱報告 42 Consolidated Statement of Profit or Loss 合併損益表 44 Consolidated Statement of Profit or Loss and 合併損益及其他全面收入表 46 Other Comprehensive Income Consolidated Statement of Financial Position 合併財務狀況表 47 Consolidated Statement of Changes in Equity 合併權益變動表 50 Condensed Consolidated Cash Flow Statement 簡明合併現金流量表 52 Notes to the Unaudited Interim Financial Report 未經審核中期財務報告附註 54 CORPORATE INFORMATION 公司資料 BOARD OF DIRECTORS 董事會 Executive Directors 執行董事 Mr. Wong Choi Hing (Chairman) 王再興先生（主席） Mr. Cai Hongwen (Co-Chairman and former CEO) 蔡鴻文先生（聯席主席兼前首席執行官） (resigned as CEO on 9 June 2020) （2020年6月9日辭任首席執行官） Mr. Zeng Yunshu (Co-Chairman) 曾雲樞先生（聯席主席） Mr. Wang Dewen (Co-CEO) 王德文先生（聯席首席執行官） Mr. Yang Sanming (CEO) 楊三明先生（首席執行官） (appointed on 9 June 2020) （2020年6月9日獲委任） Independent Non-executive Directors 獨立非執行董事 Mr. Zhao Lihua 趙立華先生 Mr. Lam Chi Yuen Nelson 林智遠先生 Mr. Yue Zheng 岳崢先生 AUDIT COMMITTEE 審核委員會 Mr. Lam Chi Yuen Nelson (chairman of the Audit Committee) 林智遠先生（審核委員會主席） Mr. Zhao Lihua 趙立華先生 Mr. Yue Zheng (appointed on 20 March 2020) 岳崢先生（2020年3月20日獲委任） NOMINATION COMMITTEE 提名委員會 Mr. Zhao Lihua (chairman of the Nomination Committee) 趙立華先生（提名委員會主席） Mr. Zeng Yunshu 曾雲樞先生 Mr. Yue Zheng 岳崢先生 REMUNERATION COMMITTEE 薪酬委員會 Mr. Yue Zheng (chairman of the Remuneration Committee) 岳崢先生（薪酬委員會主席） Mr. Wang Dewen 王德文先生 Mr. Lam Chi Yuen Nelson 林智遠先生 COMPANY SECRETARY 公司秘書 Ms. Liang Lina 梁麗娜女士 AUTHORISED REPRESENTATIVES 授權代表 Mr. Zeng Yunshu 曾雲樞先生 Ms. Liang Lina 梁麗娜女士 2 GUANGDONG – HONG KONG GREATER BAY AREA HOLDINGS LIMITED 粵港灣控股有限公司 CORPORATE INFORMATION 公司資料 AUDITORS 核數師 KPMG 畢馬威會計師事務所 Public Interest Entity Auditor registered in accordance with 於《財務匯報局條例》下的註冊公共利益 the Financial Reporting Council Ordinance 實體核數師 LEGAL ADVISORS AS TO HONG KONG LAW 香港法法律顧問 DLA Piper Hong Kong 歐華律師事務所 LEGAL ADVISORS AS TO CAYMAN ISLANDS LAW 開曼群島法法律顧問 Maples and Calder (Hong Kong) LLP 邁普達律師事務所（香港）有限責任合夥 LEGAL ADVISORS AS TO PRC LAW 中國法法律顧問 Global Law Office 環球律師事務所 PRINCIPAL BANKERS 主要往來銀行 Bank of China 中國銀行 China Construction Bank 中國建設銀行 Bank of Ningbo 寧波銀行 REGISTERED OFFICE 註冊辦事處 PO Box 309 PO Box 309 Ugland House Ugland House Grand Cayman KY1-1104 Grand Cayman KY1-1104 Cayman Islands Cayman Islands HEADQUARTERS 總部 Level 42, Block E 中國深圳市 China Resources Land Building 南山區 No. 18 First Dachong Road 大沖一路18號 Nanshan District 華潤置地大廈 Shenzhen, the PRC E座42層 INTERIM REPORT 2020 中期報告 3 CORPORATE INFORMATION 公司資料 PRINCIPAL PLACE OF BUSINESS IN HONG KONG 香港主要營業地點 Unit 2305, 23/F 香港九龍 Prudential Tower 海港城港威大廈 The Gateway, Harbour City 英國保誠保險大樓 Kowloon, Hong Kong 23樓2305室 HONG KONG SHARE REGISTRAR 香港證券登記處 Computershare Hong Kong Investor Services Limited 香港中央證券登記有限公司 Shops 1712–1716, 17th Floor, Hopewell Centre 香港 183 Queen’s Road East, Wanchai 灣仔皇后大道東183號 Hong Kong 合和中心17樓1712–1716室 PRINCIPAL SHARE REGISTRAR 股份過戶登記總處 Maples Fund Services (Cayman) Limited Maples Fund Services (Cayman) Limited P.O. Box 1093, Boundary Hall P.O. Box 1093, Boundary Hall Cricket Square Cricket Square Grand Cayman, KY1-1102 Grand Cayman, KY1-1102 Cayman Islands Cayman Islands LISTING INFORMATION 上市資料 Share Listing 股份上市 The Stock Exchange of Hong Kong Limited 香港聯合交易所有限公司 Stock code: 1396 股份代號：1396 Senior Notes Listing 優先票據上市 The Company’s 14.00% 2 years senior notes due 2021 本公司14.00%於2021年到期之2年期優先票據 Singapore Exchange Securities Trading Limited 新加坡證券交易所有限公司 COMPANY’S WEBSITE 公司網站 www.hydoo.com.cn www.hydoo.com.cn INVESTOR RELATIONS 投資者關係 Telephone: (86) 755 8283 3533 電話：(86) 755 8283 3533 Fax: (86) 755 8283 2005 傳真：(86) 755 8283 2005 Email: [email protected] 電子郵件：[email protected] 4 GUANGDONG – HONG KONG GREATER BAY AREA HOLDINGS LIMITED 粵港灣控股有限公司 CHAIRMAN’S STATEMENT 主席報告 Dear shareholders, 致各位股東： On behalf of the board of directors (the “Board”) of Guangdong – Hong Kong Greater 本人謹代表粵港灣控股有限公司（「粵港灣 Bay Area Holdings Limited (“GHKGBA Holdings”, the “Company”, “we”, or “our”), 控股」、「 本公司」、「 我們」或「 我們的」） 連 together with its subsidiaries (the “Group”), I hereby present the interim report of the 同其附屬公司（「本集團」）董 事 會（「 董事會」） Group for the six months ended 30 June 2020 (the “Period”). 謹此提呈本集團截至2020年6月30日止六個 月（「 本期間」）的中期報告。 FINANCIAL RESULTS 業績 During the Period, the Group’s revenue and gross profit reached approximately RMB733.2 於本期間，本集團的收入及毛利分別約為人 million and RMB359.4 million, representing an increase of 15.7% and 40.0%, respectively 民幣733.2百萬元及人民幣359.4百萬元，分 (the revenue and gross profit for the six months ended 30 June 2019: RMB633.5 million 別增加15.7%及 40.0%（截至2019年 6 月 30日 and RMB256.8 million, respectively). Profit for the period and basic earnings per share for 止六個月，收入及毛利分別為：人民幣633.5 the Period were RMB95.8 million and RMB2.5 cents, representing an increase of 839.2% 百萬元及人民幣256.8百萬元）。本期間的 Profit for the period and basic and and 525.0%, respectively (for the six months ended 30 期內利潤及每股基本盈利分別為人民幣95.8 June 2019: Profit for the period and basic earnings per share were RMB10.2 million and 百萬元及人民幣2.5分，分別增加839.2%及 RMB0.4 cents, respectively). 525.0%（截至2019年 6 月 30日止六個月，期 內利潤及每股基本盈利分別為人民幣10.2百 萬元及人民幣0.4分 ）。 MARKET AND OPERATION REVIEW 市場及運營回顧 The global economy kicked off with a difficult start in 2020 due to the impact of the 受新冠肺炎疫情的影響，2020年全球經濟以 COVID-19 outbreak. For the economic performance of China in the first half year, 艱難模式開局。根據中國國家統計局於2020 according to National Bureau of Statistics released in July 2020, the Gross Domestic 年7月發佈的上半年中國經濟運行情況，國 Product decreased by 1.6% year-on-year. Apart from the challenges affecting the real 內生產總值同比下降1.6%。而房地產行業除 estate industry that were caused by the epidemic, the continuous tightening up of top- 了受到疫情的挑戰外，頂層政策的繼續收緊 level policies and the market’s wait-and-see attitude had led to a significant decline in 以及市場層面的觀望態度，導致房地產開發 real estate development and investment growth, which further surged the industry 投資增速明顯回落，行業集中度呈進一步攀 concentration trend with increasingly intensified enterprise competition. 升的趨勢，企業競爭不斷加劇。 The Group actively responded to the test of the environment to control the pace of 本集團積極應對大環境的考驗，控制項目開 project commencement, supply and delivery, and improve operational control and 工、供貨及交付節奏，提升運營的管控和效 efficiency, so as to minimize the negative impact brought by the epidemic. During the 率，以最大程度的降低疫情所帶來的負面影 Period, the Group achieved earnings and gross profit that were higher than the same 響。在2月、3月銷售、工程基本停擺的情況 period of last year, despite shutdown in both our sales and construction activities 下，於本期間內，本集團實現了收益及毛利 in February and March. However, the Group’s contract sales were still affected to a 均高於去年同期水平。但本集團的合約銷售 certain extent due to the outbreak, and we are confident that we are able to close the 仍受到了疫情的一定影響，我們有信心在下 performance gap in the second half year to meet our annual sales targets. 半年追趕由此造成的業績缺口，達成年度銷 售目標。 INTERIM REPORT 2020 中期報告 5 CHAIRMAN’S STATEMENT 主席報告 To maintain a safe and healthy cash flow, the Group optimized the balance between 為確保現金流的安全和健康，本集團優化產 production and sales, prepared the overall forecasts according to the existing value of 銷配比，結合現有貨值、供貨計劃及銷售計 goods, supply plan and sales plan, adjusted measures in destocking, project progress, and 劃做出整體預測，調節庫存去化、工程進度、 land acquisition etc., while taking into account inventory backlog reduction and supply 土地獲取等節奏，兼顧降低庫存積壓和保障 guarantee. At the same time, the Group also intensified its efforts in payment collection 供貨。同時，本集團也在加大回款管理力度， management to improve payment collection efficiency, and basically completed the 提升回款效率，基本完成本集團制定的上半 payment collection target for the first half year set by the Group. For financing, the Group 年回款目標。在融資方面，本集團開發多種 developed a variety of financing channels and methods to raise funds. Meanwhile, during 融資渠道和方式獲取資金，同時，於本期間， the Period, the Company completed the issuance of 522,510,000 new shares, representing 本公司完成發行522,510,000股新股份，佔本 approximately 11.52% of the Company’s issued share capital, and generated net proceeds 公司已發行股本約11.52%，所得款項淨額約 of approximately HK$234,929,500. Such move had provided additional security to meet 234,929,500港元，為本集團的營運資金及潛 the needs of the Group’s working capital and potential investments. As at the end of 在投資增加保障。於本期末，本集團剔除預 the Period, the Group’s gearing ratio (after excluding receipts in advance), net debt ratio 收賬款後資產負債率、淨負債率（有息負債－( ((interest-bearing liabilities-cash) divided by net assets) and cash to short-term debt ratio 貨幣資金）除以淨資產）及現金短債比分別 were 46.8%, 39.3% and 1.56%, respectively, and continued to maintain a healthy debt 為 46.8%、39.3%及 1.56，繼續保持在較為健 level. 康的負債水平。 During the Period, the Group continued to strengthen its commercial operation and 本集團於本期間內繼續加強商業運營和物業 property management services, which continued to expand during the Period. At the 管理服務，此等業務於本期間內持續擴展。 end of the Period, the Group’s property management area was approximately 6.0 million 於本期末，本集團物業管理面積約6.0百萬 square meters, and its commercial operation management area was approximately 4.5 平方米，商業運營管理面積約4.5百萬平方 million square meters. Against the backdrop of the epidemic, the opening rate of the 米。在疫情影響的背景下，本集團所運營商 commercial projects operated by the Group still achieved a good momentum during the 業項目於本期內的開門率仍然取得良好勢頭、 Period, with an increase of approximately 10% against the trend. 逆勢提升約10%。 Moreover, during the Period, the Group introduced the latest version of the digital 此外，於本期間內，本集團引入了最新版的 system, adopted the “management + IT” model, and opened up the main line for core 數字化系統，採用「管理+IT」的模式，從標 business operations in four aspects, namely standardization, informatization, online and 準化、信息化、在線化和智能化四個層面打 intelligent operation. Such measure had thoroughly run through the entire links of assets 通核心業務運營主線，全面地貫穿本集團盤 revitalization, target setting, rhythm control, supply guarantee, collaboration facilitation, 資產、定目標、控節奏、保供貨、促協同、 and risk prevention of the Group.
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