Annual Report Annual Report 2020
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(Incorporated in Bermuda with limited liability) (於百慕達註冊成立之有限公司) Stock Code 股份代號: 00908 2020 REPORT ANNUAL Units 3709-10, 37/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong 香港上環干諾道中168-200 號信德中心西座37樓3709-10室 年 年報 Tel 電話:+852 2803 0866 報 2020 ANNUAL REPORT Website 網址:www.0908.hk ZHUHAI HOLDINGS INVESTMENT GROUP LIMITED 珠海控股投資集團有限公司 CONTENT 2 Corporate Information 4 Chairman’s Statement 7 Financial Highlights 8 Management Discussion and Analysis 36 Environmental, Social and Governance (ESG) Report 2020 46 Directors and Senior Management 58 Report of the Directors 113 Corporate Governance Report 137 Independent Auditor’s Report 145 Consolidated Statement of Profit or Loss 146 Consolidated Statement of Comprehensive Income 147 Consolidated Statement of Financial Position 149 Consolidated Statement of Changes in Equity 151 Consolidated Statement of Cash Flows 152 Notes to the Consolidated Financial Statements 263 Particulars of Properties 264 Financial Summary CORPORATE INFORMATION BOARD OF DIRECTORS NOMINATION COMMITTEE Executive Directors Mr. Zeng Jianping (appointed as the Chairman on 29 June 2020) Mr. Zeng Jianping Mr. Huang Xin (retired on 29 June 2020) (appointed as the Chairman on 29 June 2020) Mr. Ye Yuhong Mr. Huang Xin (retired on 29 June 2020) Mr. Hui Chiu Chung Mr. Jin Tao (Chief Executive Officer) Mr. Chu Yu Lin, David Mr. Ye Yuhong Mr. Albert Ho Mr. Li Wenjun Mr. Wang Yijiang Non-Executive Directors REMUNERATION COMMITTEE Datuk Wira Lim Hock Guan Mr. Hui Chiu Chung (Chairman) (resigned on 29 May 2020) Mr. Chu Yu Lin, David (Mr. Lim Seng Lee as his alternate Mr. Albert Ho resigned on 29 May 2020) Mr. Kwok Hoi Hing (resigned on 29 May 2020) COMPANY SECRETARY (Mr. Zhu Minming as his alternate resigned on 29 May 2020) Mr. Chan Chit Ming, Joeie Mr. Zou Chaoyong (appointed on 1 March 2021) Mr. Kwok Tung Fai (resigned on 1 March 2021) Independent Non-Executive Directors AUDITORS Mr. Hui Chiu Chung PricewaterhouseCoopers Mr. Chu Yu Lin, David Certified Public Accountants and Mr. Albert Ho Registered Public Interest Entity Auditor Mr. Wang Yijiang PRINCIPAL BANKERS Alternate Director Wing Lung Bank, Limited Mr. Lim Seng Lee Industrial and Commercial Bank of China, (ceased to act as alternate to Zhuhai Branch Datuk Wira Lim Hock Guan on 29 May 2020) Bank of China, Zhuhai Branch Mr. Zhu Minming China Everbright Bank, Zhuhai Branch (ceased to act as alternate to Xiamen International Bank, Zhuhai Branch Mr. Kwok Hoi Hing on 29 May 2020) Shanghai Pudong Development Bank, Zhuhai Branch AUDIT COMMITTEE Mr. Albert Ho (Chairman) Mr. Hui Chiu Chung Mr. Chu Yu Lin, David 02 ZHUHAI HOLDINGS INVESTMENT GROUP LIMITED CORPORATE INFORMATION LEGAL ADVISORS (AS TO HONG STOCK CODE KONG LAW) 00908 Chiu & Partners Allen & Overy INVESTORS RELATION PRINCIPAL SHARE REGISTRAR Email address: [email protected] MUFG Fund Services (Bermuda) Limited The Belvedere Building WEBSITE 69 Pitts Bay Road Pembroke HM08 www.0908.hk Bermuda BRANCH SHARE REGISTRAR Tricor Tengis Limited Level 54, Hopewell Centre 183 Queen’s Road East Hong Kong HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN HONG KONG Units 3709–10 37/F, West Tower, Shun Tak Centre 168–200 Connaught Road Central Sheung Wan Hong Kong REGISTERED OFFICE Clarendon House 2 Church Street Hamilton HM 11 Bermuda * The English transliteration of the Chinese names in this annual report, where indicated, is included for information only, and should not be regarded as the official English names of such Chinese names. Annual Report 2020 03 CHAIRMAN’S STATEMENT Dear Shareholders, Looking back at the year ended 31 December 2020 (“FY2020”), it was a challenging year for the People’s Republic of China (“PRC”) and global market as a whole. The widespread impact of the COVID-19 outbreak and weak consumer demand have driven down investor sentiment. In FY2020, the Group precisely capitalised on multi-dimensional and deep-rooted linkages, conscientiously put into practice the idea of concentrating on epidemic prevention and control and economic benefits, adhere to the keynote of sustaining current volumes while securing additional volumes. Focusing on the three business segments of (1) Jiuzhou Blue Sea Jet (Maritime transportation) and Blue Marine Tourism; (2) composite real estate and green leisure tourism; (3) public utilities and financial investments, the Group further leveraged on its capital, concentrated its efforts on the implementation of major projects, adopted a new mindset with the use of 04 ZHUHAI HOLDINGS INVESTMENT GROUP LIMITED CHAIRMAN’S STATEMENT the Internet, draw support from new media and During FY2020, under the leadership of the Board of network platforms, fostered innovation on business Directors of the Company (the “Board”) and with models and actively changed its traditional business the concerted efforts of all staff, the Company marketing model, promoted investment in its main showed initiative in planning, carried out merger and business and brand output, seized opportunities and acquisition of high-quality resources and laid a solid moved forward while actively responding to investment foundation to sustain rapid growth in the challenges, to forge an industry chain of perfect future. As a diversified company with the aim of living and travelling and maximise the returns for all forging an industry chain of perfect living and shareholders. travelling, the Group regards tourism resources, especially scarce natural resources, as the first element and core value of the tourism and leisure industry. Annual Report 2020 05 CHAIRMAN’S STATEMENT The Company recorded a net profit attributable to Thank you for being with us in 2020. Looking ahead owners of the Company for FY2020 of approximately to 2021, the Company will continue to uphold the RMB44,353,000 (FY2019: RMB81,069,000) and a spirit of “pragmatism, innovation and sharing” and basic earnings per share of RMB3.11 cents (FY2019: strive for better performance. I would like to take RMB5.68 cents). The Board of the Company does this opportunity to extend my gratitude to the Board not recommend the payment of a final dividend to for their strong leadership and all our staff for their the shareholders for FY2020 (FY2019: HK0 cents). relentless endeavors, as well as to express my deepest appreciation to our shareholders, our In 2021, global trade and economic situations remain customers and business partners for their full trust grim. While the Epidemic has been gradually and dedicated support. contained in China, the Group will maintain its precautionary measures as regular practices in an Finally, I would like to thank all of our directors, attempt to prevent any new outbreak of the employees and shareholders for their dedication and Epidemic, cherish the current prevention and control consistent support in the past year. Wish you all a effectiveness, and never give up all previous efforts. prosperous and healthy new year. The Group will build on the results it has so far achieved through its epidemic prevention and control measures to ensure that all previous efforts will not go down to the drain. Meanwhile, the Group will continue to improve its capital operation, strengthen By order of the Board its financial management and control, strive to Zeng Jianping broaden its financing and market channels, and Chairman enhance its operation, the quality of its projects, as Hong Kong, 29 March 2021 well as its efforts to invite investment. The Group will also refine its products, strictly control costs, and prioritise benefits while taking into account economies of scale, so as to promote its upgrade and development in these difficult times. The Group will further improve its business and asset structure, seize opportunities offered by the market, watch for its opportunities to revitalise its existing assets and focus on its core business. It will also optimise its debt and capital structure and actively seek suitable investment opportunities. 06 ZHUHAI HOLDINGS INVESTMENT GROUP LIMITED FINANCIAL HIGHLIGHTS Segment Revenue Segment Results* % % 80 110 103 70 66 90 60 70 50 40 50 32 30 30 20 10 10 1 2 0 -10 -4 Jiuzhou Blue Green Leisure Public Utilities Jiuzhou Blue Green Leisure Public Utilities Sea Jet and Tourism and and Financial Sea Jet and Tourism and and Financial Blue Marine Composite Investment Blue Marine Composite Investment Tourism Real Estate Tourism Real Estate 2020 2019 Revenue (RMB’000) 9,862,623 11,812,280 Gross profit (RMB’000) 1,309,151 1,244,050 EBITDA# (RMB’000) 1,100,369 1,061,404 Profit for the year (RMB’000) 238,762 280,328 Profit attributable to owners of the Company (RMB’000) 44,353 81,069 Gross margin (%) 13.3% 10.5% EBITDA margin (%) 11.2% 9.0% Profit margin (%) 2.4% 2.4% Earnings per share (RMB) — basic RMB3.11 cents RMB5.68 cents Dividend per share (HK$) — final dividend (proposed) (HK$) Nil Nil Dividend pay-out ratio (%) Nil Nil Current ratio (times) 1.13 1.34 Gearing ratio (%) 58% 61% * not included Corporate and Others, and Inter-segments eliminations # EBITDA represents profit before tax excluding gains/(losses) on disposal and write-off of property, plant and equipment, finance expenses and depreciation of property, plant and equipment and right-of-use assets Annual Report 2020 07 MANAGEMENT DISCUSSION AND ANALYSIS MANAGEMENT DISCUSSION AND ANALYSIS BUSINESS REVIEW The decrease in profit mentioned above is mainly attributable to the combined effects of the decrease During FY2020, affected by the COVID-19 outbreak in revenue or increase in loss (as the case may be) in (the “Epidemic”), the global economy and health respect of (i) the Jiuzhou Blue Sea Jet and Blue safety faced a severe crisis. In order to effectively Marine Tourism business as a result of certain contain the spread of the Epidemic, most enterprises measures taken to reduce the frequency of service or chose to suspend work and production in phases, even suspend the service of Hong Kong-Zhuhai ferry thus disrupted the global supply chain and caused lines in response to the Epidemic, (ii) the hotel varying degrees of impact on numerous industries.