Annual Report 2020 Fullshare Holdings Limited 1 Corporate Information
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Contents Contents Corporate Information 2 Biographical Details of Directors and Senior Management 3 Chairman’s Statement 8 Management Discussion and Analysis 10 Corporate Governance Report 26 Report of the Directors 38 Independent Auditor’s Report 60 Consolidated Statement of Profit or Loss and other Comprehensive Income 68 Consolidated Statement of Financial Position 70 Consolidated Statement of Changes in Equity 72 Consolidated Statement of Cash Flows 73 Notes to the Consolidated Financial Statements 75 Five Years Financial Summary 206 Annual Report 2020 Fullshare Holdings Limited 1 Corporate Information Corporate Information BOARD OF DIRECTORS PRINCIPAL BANKERS Executive Directors China CITIC Bank Corporation Limited Mr. Ji Changqun (Chairman and CEO) Bank of Communications Co., Ltd. Ms. Du Wei Industrial and Commercial Bank of China Limited Mr. Shen Chen Bank of China (Hong Kong) Limited Bank of Jiangsu Co., Ltd Independent Non-executive Directors Mr. Lau Chi Keung Nanjing Bank Co., Ltd Mr. Chow Siu Lui Bank of China Travel Service Co., Ltd Jiaozuo Mr. Tsang Sai Chung China Merchants Bank Co., Ltd. AUDITOR LEGAL ADVISER Baker Tilly Hong Kong Limited LC Lawyers LLP Certified Public Accountants 2nd Floor, 625 King’s Road REGISTERED OFFICE North Point, Hong Kong Cricket Square COMPANY SECRETARY Hutchins Drive P.O. Box 2681 Ms. Seto Ying Grand Cayman KY1-1111 AUTHORISED REPRESENTATIVES Cayman Islands Mr. Shen Chen HEAD OFFICE AND PRINCIPAL PLACE Ms. Seto Ying OF BUSINESS AUDIT COMMITTEE Unit 2805, Level 28 Admiralty Centre Tower 1 Mr. Chow Siu Lui (Chairman) 18 Harcourt Road Mr. Lau Chi Keung Admiralty, Hong Kong Mr. Tsang Sai Chung PRINCIPAL SHARE REGISTRAR REMUNERATION COMMITTEE Suntera (Cayman) Limited Mr. Lau Chi Keung (Chairman) Suite 3204, Unit 2A Ms. Du Wei Block 3, Building D Mr. Tsang Sai Chung P.O. Box 1586 Gardenia Court, Camana Bay NOMINATION COMMITTEE Grand Cayman, KY1-1100 Cayman Islands Mr. Ji Changqun (Chairman) Mr. Lau Chi Keung BRANCH SHARE REGISTRAR IN HONG KONG Mr. Tsang Sai Chung Tricor Standard Limited RISK MANAGEMENT COMMITTEE Level 54 Hopewell Centre Mr. Shen Chen (Chairman) 183 Queen’s Road East Ms. Du Wei Hong Kong Mr. Tsang Sai Chung ENVIRONMENTAL, SOCIAL AND WEBSITE GOVERNANCE COMMITTEE www.fullshare.com Ms. Du Wei (Chairman) Mr. Shen Chen STOCK CODE Mr. Tsang Sai Chung 00607 2 Fullshare Holdings Limited Annual Report 2020 Biographical Details of Directors and Senior Management Biographical Details of Directors and Senior Management DIRECTORS Executive Directors Mr. Ji Changqun (“Mr. Ji”), aged 52, was appointed as an executive director of Fullshare Holdings Limited (the “Company”, together with its subsidiaries, the “Group”), chief executive officer and the chairman of the board (the “Board”) of directors (the “Director(s)”) of the Company on 12 December 2013. He is the chairman of nomination committee of the Company (the “Nomination Committee”). Mr. Ji is the sole director of Magnolia Wealth International Limited, the holding company and a substantial shareholder of the Company. Mr. Ji is responsible for the Group’s strategic control, operation management, organization development and investment and financing management. Mr. Ji has over 12 years of management experience in the real estate industry in the People’s Republic of China (“PRC”). He was a director of certain subsidiaries of the Company. Mr. Ji studied the courses for postgraduates majoring in management science and engineering in Southeast University from September 2003 to September 2005. Mr. Ji obtained a master’s degree majoring in business administration issued by Macau University of Science and Technology in June 2006. Mr. Ji is a PRC senior engineer and senior economist. Mr. Ji holds a lot of social positions, including the honorary chairman of Australia Nanjing General Chamber of Commerce , the chairman of Anhui Chamber of Commerce of Jiangsu Province (澳大利亞南京總商會) (江蘇省安徽商 , the honorary chairman of the board of Nanjing University of Chinese Medicine, the dean of Fullshare Health 會) College of Nanjing University of Chinese Medicine, the honorary chairman of Singapore Chinese (豐盛健康學院) Medicine College, etc. Ms. Du Wei (“Ms. Du”), aged 40, was appointed as an executive Director on 7 July 2018. She is the chairman of environmental, social and governance committee (the “ESG Committee”) and a member of remuneration committee (the “Remuneration Committee”) and risk management committee (the “Risk Management Committee”) of the Company. Ms. Du is responsible for assisting the chief executive officer of the Company with the functional management and strategic planning relating to human resources of the Group and hosting general meetings and board meetings of the Company. Ms. Du obtained a Bachelor of Tourism Management degree and a Master of Business Administration degree from Nanjing Normal University, China, in 2002 and 2014, respectively. Ms. Du has more than 18 years’ experience in human resources and administration management. From 2008 to 2012, Ms. Du worked in certain subsidiaries of Fullshare Group Limited as human resources and administration manager. From 2012 to August 2016, Ms. Du worked as the officer of chairman’s office and human resources director of Fullshare Group Limited. Since 1 September 2016, she has been and is currently an officer of the human resources management committee of the Company. Since 1 April 2018, Ms. Du has been appointed as the general manager of Fullshare Holdings (Singapore) Service Management Pte Ltd, a wholly-owned subsidiary of the Company. Ms. Du is also a director of certain subsidiaries of the Company. Annual Report 2020 Fullshare Holdings Limited 3 Biographical Details of Directors and Senior Management Mr. Shen Chen (“Mr. Shen”), aged 49, was appointed as an executive Director on 23 October 2019. He is the chairman of the Risk Management Committee and a member of the ESG Committee. He joined the Group in November 2018 and was appointed as the financial controller of the Company in June 2019. Mr. Shen is responsible for the financial reporting and financial management of the Group and participates in investment decisions. He obtained a diploma in accounting from Nanjing Economic College (currently known as Nanjing University of Finance and Economics) in 1994 and obtained a bachelor degree in economic management from Correspondence Institute of the Party School of the Central Committee of the Communist Party of China* (中共 in 2000. Mr. Shen has professional qualification of senior accountant. He was the financial 中央黨校函授學院) controller of Nanjing JoyMain Science and Technology Development Co., Ltd.* (南京中脈科技發展有限公司) from August 1994 to July 2011. He was the vice president of Jiangsu Ruiheng Asset Management Co., Ltd.* (江 from July 2011 to April 2012. He was the financial controller of Nanjing Jiangong 蘇瑞恒資產管理有限公司) Industrial Group Co., Ltd.* (“Nanjing Jiangong Industrial”) and Fullshare (南京建工產業集團有限公司) Technology Group Limited* from April 2012 to May 2013. He was the financial controller (豐盛科技集團有限公司) of Fullshare Green Building Group Company Limited* and Nanjing Fullshare Energy (豐盛綠建集團有限公司) Science & Technology Company Limited* from May 2013 to November (南京豐盛新能源科技股份有限公司) 2018. Mr. Shen was a director of a wholly-owned subsidiary of the Company. Independent Non-executive Directors Mr. Lau Chi Keung (“Mr. Lau”), aged 72, was appointed as an independent non-executive Director on 12 December 2013. He is the chairman of Remuneration Committee and a member of Nomination Committee and audit committee of the Company (the “Audit Committee”). Mr. Lau has over 46 years of management experience in the real estate industry in the PRC and in Hong Kong. Mr. Lau obtained a higher diploma majoring in surveying/ building technology issued by Hong Kong Technical College (currently known as Hong Kong Polytechnic University) in 1970. Mr. Lau was admitted fellow member of each of the Hong Kong Institute of Surveyors and the Royal Institution of Chartered Surveyors respectively in 1987. Mr. Lau was appointed as a director of Henderson Investment Limited in 1995 and was appointed as a director of Henderson China Development Limited in 2005. Since September 2016, Mr. Lau has been appointed as an independent non-executive director of Applied Development Holdings Limited (“ADHL”) (stock code: 519), a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). Mr. Lau served in many social positions, including a member of the Construction Industry Training Authority, a member of the Administrative Appeals Board from 2003 to 2009 and an external examiner of the University of Hong Kong – B.Sc. (Hons) Degree in Surveying from 1998 to 2001 and the Hong Kong Polytechnic University – B.Sc. (Hons) programme in Building Surveying from 2005 to 2007 respectively. Mr. Lau currently holds several social positions, including a member of the Disciplinary Panel of Hong Kong Institute of Surveyors, a member of the Appeal Tribunal Panel of Planning and Lands Branch, Development Bureau of Government Secretariat. Mr. Lau was awarded with “Justice of the Peace” issued by the Hong Kong government in 2001 and “Medal of Honour” issued by the Hong Kong government in 2005. 4 Fullshare Holdings Limited Annual Report 2020 Biographical Details of Directors and Senior Management Mr. Chow Siu Lui (“Mr. Chow”), aged 60, was appointed as an independent non-executive Director on 12 December 2013. He is the chairman of Audit Committee. Mr. Chow has a wealth of experience in fund raising and initial public offering