TIANJINDEV：AnnualReport2018.pdf

《TIANJINDEV：AnnualReport2018.pdf》由會員分享，可在線閱讀，更多相關《TIANJINDEV：AnnualReport2018.pdf（181頁珍藏版）》請在三個皮匠報告上搜索。

1、Annual Report2018Stock Code:882年 報2018股份代號：882天津發展控股有限公司TIANJINDEVELOPMENTHOLDINGSLIMITEDAnnual Report 2018年報Corporate Information2Business Structure3Financial Highlights5General Managers Statement7Management Discussion and Analysis9Biographical Details of Directors and Senior Management16Environmen

2、tal,Social and Governance Report22Corporate Governance Report32Report of the Directors44Independent Auditors Report55Consolidated Statement of Profit or Loss60Consolidated Statement of Profit or Loss and Other Comprehensive Income61Consolidated Statement of Financial Position62Consolidated Statement

3、 of Changes in Equity64Consolidated Statement of Cash Flows65Notes to the Consolidated Financial Statements66Financial Summary180ContentsCorporate Information2Tianjin Development Holdings Limited Annual Report 2018BOARD OF DIRECTORSExecutive DirectorsMr.Wang Zhiyong(General Manager)Dr.Cui DiDr.Yang

4、ChuanNon-Executive DirectorsMr.Cheung Wing Yui,EdwardDr.Chan Ching Har,ElizaIndependent Non-Executive DirectorsDr.Cheng Hon KwanMr.Mak Kwai Wing,AlexanderMs.Ng Yi Kum,EstellaMr.Wong Shiu Hoi,PeterDr.Loke YuAUTHORISED REPRESENTATIVESMr.Wang ZhiyongDr.Cui DiCOMPANY SECRETARYMs.Lee Su Yee,BonniaINDEPEN

5、DENT AUDITORDeloitte Touche TohmatsuSOLICITORWoo Kwan Lee&LoREGISTERED OFFICESuites 713,36th FloorChina Merchants TowerShun Tak Centre168200 Connaught Road CentralHong KongTelephone:(852)2162 8888Facsimile:(852)2311 0896E-mail:Website:SHARE REGISTRAR AND TRANSFER OFFICETricor Tengis LimitedLevel 22,

6、Hopewell Centre183 Queens Road EastHong KongSTOCK CODEHong Kong Stock Exchange:882PRINCIPAL BANKERSChina CITIC Bank International LimitedDBS Bank Ltd.,Hong Kong BranchIndustrial and Commercial Bank of China(Asia)LimitedCMB Wing Lung Bank LimitedBusiness StructureTianjin Development Holdings Limited

7、Annual Report 20183Tianjin Development Holdings LimitedUtilitiesElectricityWaterHeat and Thermal PowerLisheng(002393.SZ)Yiyao PrintingResearch InstituteTianjin Port(3382.HK)Elevators and EscalatorsHydraulic PressesHydroelectric EquipmentCourtyard byMarriott Hong KongHotelPharmaceuticalElectrical and

8、Mechanical Strategicand OtherInvestmentsBusiness Structure4Tianjin Development Holdings Limited Annual Report 2018UTILITIESCompany NameShareholdingPrincipal Activities Tianjin TEDA Tsinlien Electric Power Co.,Ltd.94.36%Distribution of electricity in TEDATianjin TEDA Tsinlien Water Supply Co.,Ltd.91.

9、41%Distribution of water in TEDATianjin TEDA Tsinlien Heat&Power Co.,Ltd.90.94%Distribution of steam in TEDAPHARMACEUTICALCompany NameShareholdingPrincipal Activities Tianjin Yiyao Printing Co.,Ltd.43.55%Design,manufacture and printing for pharmaceutical packagingTianjin Lisheng Pharmaceutical Co.,L

10、td.34.41%Manufacture and sale of chemical drugsTianjin Institute of Pharmaceutical Research Co.,Ltd.23.45%Research and development of new medicine technology and new productsHOTELCompany NameShareholdingPrincipal Activities Tsinlien Realty Limited100%Operation of Courtyard by Marriott Hong KongELECT

11、RICAL AND MECHANICALCompany NameShareholdingPrincipal Activities Tianjin Tianfa Heavy Machinery&Hydro Power Equipment Manufacture Co.,Ltd.82.74%Manufacture and sale of hydroelectric equipmentTianjin Tianduan Press Co.,Ltd.64.91%Manufacture and sale of presses and mechanical equipmentSTRATEGIC AND OT

12、HER INVESTMENTSCompany NameShareholdingPrincipal Activities Tianjin Port Development Holdings Limited21%Provision of port services in TianjinOtis Elevator(China)Investment Company Limited16.55%Manufacture and sale of elevators and escalatorsnote:The above shareholding percentages represent effective

13、 equity interest in respective companies or group of companies.Financial HighlightsTianjin Development Holdings Limited Annual Report 20185Revenue HK$million201420152016201720187,8866,8146,1106,9884,5185,3926,369for the year ended 31 December Result of the electricity business is separately presente

14、d from the continuing operations.The results prior to 2017 have not been restated.Profit Attributable to Owners of the Company HK$million73751548956247220142015201620172018for the year ended 31 DecemberFinancial Highlights6Tianjin Development Holdings Limited Annual Report 2018SEGMENTAL ANALYSIS BY

15、OPERATIONSFor the year ended 31 DecemberRevenue20182017ChangesHK$millionHK$million%(restated)Utilities(note 1)1,4441,3963.4Pharmaceutical(note 2)2,5751,87837.1Hotel1281179.4Electrical and mechanical1,2451,12710.4 5,3924,51819.3Electricity business(note 1)2,4942,4701.0 7,8866,98812.9 Profit(Loss)Attr

16、ibutable to Owners of the Company20182017ChangesHK$millionHK$millionHK$million(restated)Utilities(note 1)634914Pharmaceutical(note 2)490130360Hotel281810Electrical and mechanical(123)(180)57Port services(note 3)(210)163(373)Elevators and escalators200221(21)Corporate and others(55)15(70)393416(23)El

17、ectricity business(note 1)79736 472489(17)note:1.Both revenue and profit attributable to owners of the Company in respect of electricity business are separately presented from the continuing operations since the merger of electricity business had been committed.2.The mixed-ownership reform in Resear

18、ch Institute has been completed in October 2018 and the Groups equity interest in Research Institute was reduced to 35%.3.Impairment loss on the Groups equity interest in Tianjin Port has been recognised for the year.General Managers StatementTianjin Development Holdings Limited Annual Report 20187P

19、ROFIT AND DIVIDEND FOR THE YEAR 2018The audited consolidated profit attributable to shareholders of Tianjin Development Holdings Limited for the year ended 31 December 2018 was approximately HK$471.9 million,as compared to HK$488.8 million of last year.The Board recommends payment of a final dividen

20、d of HK4.78 cents per share for the year ended 31 December 2018.This final dividend together with the interim dividend of HK3.26 cents per share already paid,will make a total of HK8.04 cents per share for the full year of 2018,representing a decrease of 6.8%over last year.BUSINESS OVERVIEWIn 2018,t

21、he Company has achieved expected progress in its businesses.During the year,the Company closely adhered to the policies of deepening state-owned enterprises reform and completed the mixed-ownership reform of Tianjin Institute of Pharmaceutical Research Co.,Ltd.(“Research Institute”)by introducing Ti

22、anjin China Merchants Tianhe Pharmaceutical Technology Development Partnership(limited partnership)(天津招商天合醫藥科技發展合夥企業（有限合夥）)as its long term strategic shareholder.With a more diversified ownership structure,it will enable Research Institute to propel its innovation initiatives in mechanisms and syste

23、m as well as enhance its vitality and operational efficiency.The utility sector recorded a solid performance during the year and achieved the expected results.In order to actively respond to the opportunities and challenges arising from the electric power system reform in the PRC,Tianjin TEDA Tsinli

24、en Electric Power Co.,Ltd.(“Tsinlien Electric”),a subsidiary of the Company,and Tianjin TEDA Electric Power Co.,Ltd.(“TEDA Power”)entered into the absorption and merger agreement,pursuant to which TEDA Power will absorb and full merger with Tsinlien Electric,and TEDA Power will be the surviving comp

25、any upon completion of the merger.It is expected that the resulting business integration and economies of scale of TEDA Power will bring benefits to the Company.Wang ZhiyongExecutive Director and General ManagerGeneral Managers Statement8Tianjin Development Holdings Limited Annual Report 2018BUSINES

26、S OVERVIEW(Continued)The pharmaceutical sector reported a stable growth with an annual revenue of approximately HK$2,574.8 million,representing an increase of approximately 37.1%as compared with last year,and recorded a profit of approximately HK$851.2 million.The mixed-ownership reform of Research

27、Institute had been completed during the year and recorded a disposal gain of approximately HK$622.3 million.Despite the fact that the Company has reduced its shareholding in Research Institute,the Company will benefit in the long run in terms of the development of Research Institutes research and de

28、velopment product pipeline,and also its establishment of a fully integrated platform covering the entire value chain from pharmaceutical research and development to manufacturing and commercialisation.Moreover,Lisheng Pharmaceutical was awarded as one of“Top 100 Industrial Enterprises in terms of co

29、mprehensive strength in the PRC pharmaceutical industry”(二零一八中國化學製藥行業工業企業綜合實力百強)in 2018 by virtue of its good corporate reputation and quality products as well as market position in the pharmaceutical industry.Meanwhile,its own brand Shoubishan Indapamide tablets(壽比山 吲達帕胺片)was granted with the title

30、 of“Outstanding Enterprise Brands in anti-hypertensive category of the PRC chemical pharmaceutical industry in 2018”(二零一八中國化學製藥行業降血壓類優秀產品品牌),demonstrating the wide recognition of Lisheng Pharmaceutical in the industry.The operation of Courtyard by Marriott Hong Kong met our expectation.Throughout th

31、e year,the average room rate increased slightly while the average occupancy rate was at approximately 91.2%,a three percentage points improvement over last year.Electrical and mechanical business was still challenged by the slowdown in the sector.Its annual revenue increased by 10%to approximately H

32、K$1,244.9 million and continued to record a substantial loss.With respect to strategic investments,the profit contributions from Tianjin Port Development Holdings Limited and Otis Elevator(China)Investment Company Limited have attained our expected targets.OUTLOOKLooking forward to 2019,the pace of

33、economic recovery in the worlds leading economies is expected to slow down.Trade protectionism is growing and financial market risks have been piling up.Geopolitical conflicts are occurring constantly.The external environment will face more complex and severe challenges.The Chinese economy is at the

34、 crucial stage of restructuring while economic downward pressure persists.Nevertheless,the long term favourable fundamentals of Chinas economy remain unchanged,and it is expected that the gradual implementation of various measures will give new impetus to optimise the economic structure and improve

35、the quality of economic development.Following the deepening reform of state-owned enterprises,it will provide development opportunities for the Companys subsidiaries in participating the diversification of ownership structure.In the competitive and challenging environment,our solid business foundati

36、on and financial strength will enable the Company to meet any development opportunities and challenges ahead.We feel confident in the future.I would like to take this opportunity to express my sincere gratitude to the Board members and all our staff.Wang ZhiyongExecutive Director and General Manager

37、Hong Kong,28 March 2019Management Discussion and AnalysisTianjin Development Holdings Limited Annual Report 20189BUSINESS REVIEWUtilitiesThe Groups utility businesses are mainly operated in the TEDA through supplying electricity,water,heat and thermal power to industrial,commercial and residential c

38、ustomers.TEDA,located at the centre of Bohai economic rim,is a national development zone and an ideal place for manufacturing and R&D developments.TEDA plays a leading role over the past three decades in Tianjins economic development.RevenueHK$millionProfitHK$million201820172,4943801,0648424453,9382

39、,4703721,0243,86620182017153771242131WaterHeat and Thermal PowerElectricityElectricityTianjin TEDA Tsinlien Electric Power Co.,Ltd.(“Electricity Company”)is principally engaged in supply of electricity in TEDA.It also provides services in relation to maintenance of power supply equipment and technic

40、al consultancy.Currently the installed transmission capacity of Electricity Company is approximately 706,000 kVA(2017:706,000 kVA).In 2018,revenue from the Electricity Company was approximately HK$2,494.4 million,an increase of 1%from HK$2,470.2 million last year.Profit increased HK$6.8 million to a

41、pproximately HK$84.2 million from HK$77.4 million last year.This was primarily due to higher volumes of electricity sold and lower operating costs,partly offset by lower operating margins as a result of the decline in electricity tariff.The total quantity of electricity sold for the year was approxi

42、mately 3,171,237,000 kWh,an increase of 9.7%over last year.On 6 December 2018,Electricity Company and Tianjin TEDA Electric Power Co.,Ltd.(天津泰達電力有限公司)(“TEDA Power”)entered into the absorption and merger agreement,pursuant to which,TEDA Power will absorb and merger with Electricity Company,and TEDA P

43、ower will be the surviving company upon completion of the merger and will take up and assume all the assets,liabilities and business operations of Electricity Company.Electricity Company will then be deregistered and ceased to exist as a legal entity.Upon the completion of merger,TEDA Power will be

44、owned as to approximately 47.09%and 52.91%by the Group and Tianjin TEDA Investment Holding Co.,Ltd.(天津泰達投資控股有限公司)respectively,and the Group will continue to participate in the electricity business through its 47.09%equity interest in TEDA Power.Details of the merger were set out in the announcement

45、and the circular of the Company dated 6 December 2018 and 31 January 2019 respectively.Management Discussion and Analysis10Tianjin Development Holdings Limited Annual Report 2018WaterTianjin TEDA Tsinlien Water Supply Co.,Ltd.(“Water Company”)is principally engaged in supply of tap water in TEDA.It

46、also provides services in installation and maintenance of water pipes,technical consultancy,retail and wholesale of water pipes and related parts.The daily water supply capacity of the Water Company is approximately 425,000 tonnes(2017:425,000 tonnes).In 2018,revenue from the Water Company was appro

47、ximately HK$380.5 million,an increase of 2.2%from HK$372.3 million last year.The Water Company recorded a profit of approximately HK$23.6 million,an increase of HK$11.3 million from HK$12.3 million in 2017.This was mainly attributable to higher volumes of water sold and lower operating costs,partly

48、offset by decrease in government supplemental income.The total quantity of water sold for the year was approximately 55,223,000 tonnes,representing an increase of 3.9%over last year.Heat and Thermal PowerTianjin TEDA Tsinlien Heat&Power Co.,Ltd.(“Heat&Power Company”)is principally engaged in distrib

49、ution of steam and heat for industrial,commercial and residential customers within TEDA.The Heat&Power Company has steam transmission pipelines of approximately 462 kilometres(2017:360 kilometres)and more than 120 processing stations(2017:105 processing stations)in TEDA.The daily distribution capaci

50、ty is approximately 30,000 tonnes of steam.In 2018,the Heat and Power Company reported revenue of approximately HK$1,063.6 million,an increase of 3.9%from HK$1,023.6 million last year.Profit from the Heat and Power Company was approximately HK$45.5 million,an increase of 9.4%from HK$41.6 million in

51、2017.The increase in profit was primarily due to higher volumes of steam sold.The total quantity of steam sold for the year was approximately 3,529,000 tonnes,representing an increase of 6.5%over last year.Management Discussion and AnalysisTianjin Development Holdings Limited Annual Report 201811Pha

52、rmaceuticalPharmaceutical segment is principally engaged in the production and sale of chemical drugs,and research and development of new medicine technology and new products as well as design,manufacture and printing for pharmaceutical packaging in the PRC.In 2018,revenue from pharmaceutical segmen

53、t was approximately HK$2,574.8 million,an increase of 37.1%from HK$1,877.8 million last year.Of the total segment revenue,revenue from sale of pharmaceutical products was approximately HK$2,357.2 million,an increase of 43.1%from HK$1,647.7 million in 2017.Revenue from provision of research and devel

54、opment services and other pharmaceutical related operations was approximately HK$119.4 million,a decrease of 7.9%over last year.Revenue from sale of packaging materials amounted to approximately HK$98.2 million,broadly maintained at the same level of previous year.On 6 August 2018,TianJin Jinhao Pha

55、rmaceutical Co.,Ltd.(天津金浩醫藥有限公司)(“Jinhao Pharmaceutical”),an indirect non-wholly owned subsidiary of the Company,entered into a joint cooperation agreement with Tianjin China Merchants Tianhe Pharmaceutical Technology Development Partnership(limited partnership)(天津招商天合醫藥科技發展合夥企業（有限合夥）)(“China Mercha

56、nts Tianhe”)in relation to the disposal of part of the equity interest in Tianjin Institute of Pharmaceutical Research Co.,Ltd.(天津藥物研究院有限公司)(“Research Institute”)by Jinhao Pharmaceutical to China Merchants Tianhe through a combination of(i)China Merchants Tianhe,as investor,agreed to inject an aggre

57、gate sum of RMB1,004,000,000 by way of cash contribution into Research Institute,in which,RMB33,889,796 will be contributed as the additional registered capital of Research Institute(amounting to approximately 46.5%of the enlarged registered capital),and the balance of RMB970,110,204 will be contrib

58、uted towards the capital reserve of Research Institute;and(ii)Jinhao Pharmaceutical agreed to transfer part of its shares in Research Institute(amounting to approximately 18.5%of the enlarged registered capital)to China Merchants Tianhe for a consideration of RMB399,270,000(the“Disposal”).Upon the c

59、ompletion of the Disposal on 31 October 2018,Research Institute was held as to 35%and 65%respectively by Jinhao Pharmaceutical and China Merchants Tianhe,and the Group recognised a Disposal gain of HK$622,323,000.The Group continues to participate in the business of research and development of new m

60、edicine technology and new products through its 35%equity interest in Research Institute after the Disposal.Details of the Disposal were disclosed in the Companys announcements dated 29 May 2018 and 6 August 2018 and circular dated 10 September 2018 respectively.Management Discussion and Analysis12T

61、ianjin Development Holdings Limited Annual Report 2018Pharmaceutical(Continued)If not taking into account the Disposal gain and the fair value gain of HK$73.6 million in respect of profit guarantee and impairment charge of HK$21 million on property,plant and equipment in 2017,profit from pharmaceuti

62、cal segment amounted to approximately HK$228.9 million,an increase of HK$65.4 million from HK$163.5 million last year on the like-for-like basis.This result was largely driven by revenue growth and higher operating margins in sale of pharmaceutical products as well as lower administrative expenses,p

63、artly offset by higher selling and distribution expenses,particularly in connection with the business exploration and sales network expansion.HotelCourtyard by Marriott Hong Kong(“Courtyard Hotel”),situated in a prime location on the Hong Kong Island,is a 4-star hotel with 245 guest rooms.It is posi

64、tioned as an ideal lodge for business and leisure travellers.In 2018,Courtyard Hotel reported revenue of approximately HK$127.7 million,an increase of 9.4%from HK$116.7 million last year.Profit increased 53.5%to approximately HK$28.4 million from HK$18.5 million in 2017.The average room rate increas

65、ed slightly and the average occupancy rate was approximately 91.2%,three percentage points improvement over last year.Electrical and MechanicalElectrical and mechanical segment is principally engaged in the manufacture and sale of presses,mechanical and hydroelectric equipment as well as large scale

66、 pump units in the PRC.In 2018,revenue from electrical and mechanical segment was approximately HK$1,244.9 million,representing an increase of 10.4%over last year.Loss from electrical and mechanical segment was approximately HK$138.7 million compared to HK$235.5 million in last year.Stripping out th

67、e gain of HK$47.4 million on additional compensation in connection with plant relocation and impairment loss of HK$40.5 million on property,plant and equipment made related to hydroelectric equipment business,the loss would have been approximately HK$145.6 million,compared to a loss of HK$177.6 mill

68、ion in 2017 on a like-for-like basis.The result was primarily attributable to narrow operating margins in hydroelectric equipment business and higher distribution expenses,partly offset by lower construction contracts cost estimate adjustments incurred in hydroelectric equipment business.Management

69、Discussion and AnalysisTianjin Development Holdings Limited Annual Report 201813Strategic and Other InvestmentsPort ServicesAs at 31 December 2018,the Group has 21%equity interest in Tianjin Port Development Holdings Limited(“Tianjin Port”)(stock code:3382).Tianjin Port is engaged in the provision o

70、f port services including container and cargo handling services,sales and other port ancillary services in Tianjin,the PRC.During the year,the revenue of Tianjin Port decreased by 4.5%to approximately HK$15,871.1 million and profit attributable to owners of Tianjin Port was approximately HK$430.1 mi

71、llion,representing a decline of 44.4%compared with 2017.Tianjin Port contributed to the Group a profit of approximately HK$90.3 million,representing a decrease of 44.5%over last year.The Group carried out an impairment assessment for its equity interest in Tianjin Port which has an impairment indica

72、tor and as a result an impairment loss of HK$300 million has been recognised in the consolidated income statement for the year.Elevators and EscalatorsAs at 31 December 2018,the Group has 16.55%equity interest in Otis Elevator(China)Investment Company Limited(“Otis China”).Otis China is engaged in t

73、he manufacture and sale of elevators and escalators in the PRC.During the year,the revenue of Otis China amounted to approximately HK$19,152.5 million,representing an increase of 7.4%compared with 2017.Otis China contributed to the Group a profit(after non-controlling interests)of approximately HK$2

74、00.2 million,representing a decline of 9.3%over last year.Investment in Binhai Investment Company LimitedAs at 31 December 2018,the Group has 4.69%equity interest in Binhai Investment Company Limited(“Binhai Investment”)(stock code:2886)and on that date,the market value of the Groups interest in Bin

75、hai Investment was approximately HK$68.9 million(2017:approximately HK$85.8 million)and the unrealised fair value loss of approximately HK$26.8 million(2017:a loss of approximately HK$13.4 million)was recognised in other comprehensive expense.Management Discussion and Analysis14Tianjin Development H

76、oldings Limited Annual Report 2018PROSPECTLooking forward to 2019,the pace of economic recovery in the worlds leading economies is expected to slow down.Trade protectionism is growing and financial market risks have been piling up.Geopolitical conflicts are occurring constantly.The external environm

77、ent will face more complex and severe challenges.The Chinese economy is at the crucial stage of restructuring while economic downward pressure persists.Nevertheless,the long term favourable fundamentals of Chinas economy remain unchanged,and it is expected that the gradual implementation of various

78、measures will give new impetus to optimise the economic structure and improve the quality of economic development.Following the deepening reform of state-owned enterprises,it will provide development opportunities for the Companys subsidiaries in participating the diversification of ownership struct

79、ure.In the competitive and challenging environment,our solid business foundation and financial strength will enable the Company to meet any development opportunities and challenges ahead.LIQUIDITY,CAPITAL RESOURCES AND PRINCIPAL RISKAs at 31 December 2018,the Groups total cash on hand and total bank

80、 borrowings stood at approximately HK$6,952.5 million and HK$2,156.6 million respectively(2017:approximately HK$7,396.1 million and HK$2,348.5 million respectively).The Groups sources of funding comprise cash flow generated from operations and loan facilities.The bank borrowings of HK$2,156.6 millio

81、n(2017:approximately HK$491.9 million)will mature within one year.The gearing ratio as measured by total borrowings to shareholders funds was at approximately 19%as at 31 December 2018(2017:approximately 21%).Of the total HK$2,156.6 million bank borrowings outstanding as at 31 December 2018,HK$1,795

82、.9 million were subject to floating rates with a spread of 1.7%over HIBOR of relevant interest periods,RMB306 million(equivalent to approximately HK$349.3 million)were fixed-rate debts with annual interest rates at 4.35%to 6.00%,and RMB10 million(equivalent to approximately HK$11.4 million)were floa

83、ting-rate debts with annual interest rates at 4.9%.As at 31 December 2018,83.3%(2017:76.3%)of the Groups total bank borrowings was denominated in Hong Kong dollar,16.7%(2017:23.7%)was denominated in Renminbi.The Groups activities expose it to a variety of financial risks.The major financial assets a

84、nd financial liabilities of the Group include cash and cash equivalents,entrusted deposits,other financial assets and bank borrowings.The Groups financial risk management is aimed at mitigating the impact of fluctuations in interest rates and exchange rates on the Groups overall financial position a

85、nd to minimise the Groups interest rate,foreign currency and credit risk exposures.The Group regularly reviews its liquidity and financing requirements to ensure that sufficient financial resources are maintained to cover the funding needs.During the year,the Group has not entered into any derivativ

86、e contracts or hedging transactions.The Group manages its foreign currency risk by closely reviewing the movement of the foreign currency rate and shall consider hedging foreign currency exposure should the need arise.Management Discussion and AnalysisTianjin Development Holdings Limited Annual Repo

87、rt 201815EMPLOYEES AND REMUNERATION POLICIESAs at 31 December 2018,the Group had a total of approximately 4,179 employees(2017:5,264)of which approximately 474(2017:516)were management personnel and 952(2017:1,816)were technical staff,with the balance being production workers.The Group contributes t

88、o an employee pension scheme established by the PRC government which undertakes to assume the retirement benefit obligations of all existing and future retired employees of the Group in the PRC.The Group also contributes to a mandatory provident fund scheme for all Hong Kong employees.The contributi

89、ons are based on a fixed percentage of the employees salaries.CHARGE ON ASSETSAs at 31 December 2018,restricted bank balances,land use rights and buildings of HK$231.1 million(2017:HK$94.5 million),HK$67.7 million(2017:HK$149.9 million)and HK$368.6 million(2017:HK$450.9 million)were respectively ple

90、dged to financial institutions by the Group to secure general banking facilities.FINAL DIVIDENDSThe Board recommends the payment of a final dividend of HK4.78 cents per share for the year ended 31 December 2018(2017:HK4.55 cents per share)to the shareholders whose names appear on the Companys regist

91、er of members on 14 June 2019.Subject to the approval by the shareholders at the forthcoming annual general meeting of the Company to be held on 5 June 2019,the final dividend will be paid on 12 July 2019.The final dividend together with the interim dividend of HK3.26 cents per share paid on 29 Octo

92、ber 2018 makes a total of HK8.04 cents per share for the year(2017:HK8.63 cents per share).CLOSURE OF REGISTER OF MEMBERSThe register of members of the Company will be closed from 31 May 2019(Friday)to 5 June 2019(Wednesday),both days inclusive,during which period no transfer of shares will be regis

93、tered.In order to determine the entitlement to attend and vote at the annual general meeting of the Company,all completed transfer forms accompanied by the relevant share certificates must be lodged with the Companys share registrar,Tricor Tengis Limited at Level 22,Hopewell Centre,183 Queens Road E

94、ast,Hong Kong,not later than 4:30 p.m.on 30 May 2019(Thursday).The register of members of the Company will be closed from 12 June 2019(Wednesday)to 14 June 2019(Friday),both days inclusive,during which period no transfer of shares will be registered.In order to qualify for the proposed final dividen

95、d,all completed transfer forms accompanied by the relevant share certificates must be lodged with the Companys share registrar,Tricor Tengis Limited at Level 22,Hopewell Centre,183 Queens Road East,Hong Kong,not later than 4:30 p.m.on 11 June 2019(Tuesday).Biographical Details of Directors and Senio

96、r Management16Tianjin Development Holdings Limited Annual Report 2018EXECUTIVE DIRECTORSMr.WANG Zhiyong,aged 47,was appointed as an Executive Director of the Company on 27 October 2009 and the General Manager of the Company on 16 July 2014.He is also a member of the Remuneration Committee,the Nomina

97、tion Committee and the Investment Committee of the Company.Mr.Wang is currently the Chairman of Tsinlien Group Company Limited(津聯集團有限公司)(“Tsinlien”)and Tianjin Tsinlien Investment Holdings Co.,Ltd.(天津津聯投資控股有限公司),both being controlling shareholders of the Company.He was formerly the manager of the Fi

98、nance Department,deputy general manager and general manager of Tsinlien Group(Tianjin)Asset Management Company Limited(津聯集團（天津）資產管理有限公司)(“Tsinlien Group(Tianjin)Asset”),a wholly-owned subsidiary of Tsinlien.Prior to joining Tsinlien Group(Tianjin)Asset in 1998,he was the head of operations of the In

99、ternational Department of Northern International Trust and Investment Company Limited(北方國際信託投資股份有限公司).Mr.Wang graduated from Nankai University in 1994 with a Bachelors Degree of International Finance,he passed the examination for on-the-job Postgraduate Masters Programme for Currency and Banking of

100、Nankai University in 2000 and he also obtained a Masters Degree in Global Economy from Nankai University in 2009.In 2006,Mr.Wang was awarded the title of Outstanding Section Cadre Leader of Work Committee of Developing Area and Bonded Area.Tsinlien Group(Tianjin)Asset was also awarded the titles of

101、Civilized Unit at Municipal Level as well as Outstanding Section Leaders of Developing Area and Bonded Area.Dr.CUI Di,aged 52,was appointed as an Executive Director of the Company on 1 December 2013 and Deputy General Manager of the Company on 18 February 2014.Dr.Cui graduated from the Tianjin Unive

102、rsity of Finance and Economics with a Bachelors Degree in Economics in 1988,and obtained a Masters Degree in Economics in 2002 and a Doctoral Degree in Economics from Nankai University in 2009.She joined the Company since July 2009 and has served as deputy general manager of Tianjin Development Asse

103、ts Management Co.,Ltd.(天津發展資產管理有限公司),a wholly-owned subsidiary of the Company,and later concurrently as general manager of Tsinlien Group(Tianjin)Asset Management Company Limited(津聯集團（天津）資產管理有限公司).Prior to joining the Company,she has worked in various roles including deputy general manager of 天津立達（集

104、團）進出口有限公司(Tianjin Leadar(Group)Import&Export Co.,Ltd.),deputy commissioner for treasury of 天津立達（集團）有限公司(Tianjin Leadar(Group)Co.,Ltd.)and was with Tianjin Liho Group as assistant to general manager.Dr.Cui is currently a director of Tsinlien Group Company Limited(津聯集團有限公司)and Tianjin Tsinlien Investm

105、ent Holdings Co.,Ltd.(天津津聯投資控股有限公司).She has extensive experience in corporate management,finance and trading.Dr.YANG Chuan,aged 50,was appointed as an Executive Director of the Company on 26 March 2015.Dr.Yang is a chief senior economist,graduated from the Tianjin University of Finance and Economics

106、 with a Bachelors Degree in Economics in 1990,and obtained a Masters Degree in Economics in 1996 and a Doctoral Degree in Economics from Nankai University in 2001.Dr.Yang is currently the general manager of Tianjin Tai Kang Investment Co.,Ltd.(天津泰康投資有限公司)(“Tai Kang”),a non-wholly owned subsidiary of

107、 the Company,the chairman of Benefo Financial Leasing Co.,Ltd.(百利融資租賃有限公司),an associate of the Company,and concurrently assistant to general manager of Tianjin BENEFO Machinery Equipment Group Co.,Ltd.(天津百利機械裝備集團有限公司).He was also the chairman of Tai Kang during the period from May 2013 to November 2

108、015.Prior to joining Tai Kang,he had served in various executive roles including the chairman and general manager of Zowee Department Stores Group Stock Co.,Ltd.(中原百貨集團股份有限公司),the chairman and general manager of Tianjin Hi-Tech Development Co.,Ltd.(天津海泰科技發展股份有限公司)(Stock Code:600082),a company whose

109、shares are listed on the Shanghai Stock Exchange,as well as the general manager of Maigou(Tianjin)Group Co.,Ltd.(麥購（天津）集團有限公司).Dr.Yang has extensive experience in capital operation and corporate management.Biographical Details of Directors and Senior ManagementTianjin Development Holdings Limited An

110、nual Report 201817NON-EXECUTIVE DIRECTORSMr.CHEUNG Wing Yui,Edward,BBS,aged 69,was appointed as an independent non-executive director of the Company in November 1997 and re-designated as Non-Executive Director of the Company in September 2004.Mr.Cheung received a Bachelor of Commerce Degree in Accou

111、ntancy from the University of New South Wales,Australia and is a member of CPA Australia.He has been a practicing solicitor in Hong Kong since 1979 and is a consultant of the law firm Woo Kwan Lee&Lo.He was admitted as a solicitor in the United Kingdom and as an advocate and solicitor in Singapore.M

112、r.Cheung is a director of a number of companies listed on the Stock Exchange,namely being a deputy chairman and a non-executive director of SmarTone Telecommunications Holdings Limited(Stock Code:315)and SUNeVision Holdings Ltd.(Stock Code:1686),a non-executive director of Tai Sang Land Development

113、Limited(Stock Code:89)and Transport International Holdings Limited(Stock Code:62).In addition,he is currently a board member of The Community Chest of Hong Kong,a court member of The Open University of Hong Kong and the Honorary Council Member of the Hong Kong Institute of Directors Limited.He has h

114、eld the position of the deputy chairman of The Open University of Hong Kong,a member of the Labour and Welfare Departments Lump Sum Grant Steering Committee,a member of the Appeal Board established under the Accreditation of Academic and Vocational Qualifications Ordinance,a member of the Board of R

115、eview(Inland Revenue Ordinance),the deputy chairman of the Hong Kong Institute of Directors Limited,a director of Po Leung Kuk,the vice chairman of the Mainland Legal Affairs Committee of the Law Society of Hong Kong.He also served as an independent non-executive director of Hop Hing Group Holdings

116、Limited(Stock Code:47)(until 25 August 2017)and Agile Group Holdings Limited(Stock Code:3383)(until 13 February 2018).Mr.Cheung was awarded the Bronze Bauhinia Star(BBS)in 2013.He was awarded an honorary degree of Doctor of Business Administration from the Open University of Hong Kong in 2016.Dr.CHA

117、N Ching Har,Eliza,JP,BBS,LL.D.(Hon),aged 62,was appointed as Non-Executive Director of the Company on 27 October 2009.She is also a member of the Investment Committee of the Company.Dr.Chan is a Senior Consultant of Zhong Lun Law Firm.She is a Member of the National Committee of the Chinese Peoples

118、Political Consultative Conference(CPPCC),a Standing Member of the CPPCC Tianjin Committee,Foreign Economic Affairs Legal Counsel to the Tianjin Municipal Peoples Government,an arbitrator of the China International Economic and Trade Arbitration Commission(CIETAC),and a China-Appointed Attesting Offi

119、cer appointed by the Ministry of Justice.Dr.Chan served as Chairman of the Hong Kong CPPCC(Provincial)Members Association Ltd.,Chairman of the Hong Kong CPPCC(Provincial)Members Association Foundation Ltd.,Member of the Hong Kong Hospital Authority,Chairman of Kowloon Hospital,Chairman of Hong Kong

120、Eye Hospital,Member of the Hong Kong Public Service Commission,Member of the Board of Education,Member of the Hong Kong Examination and Assessment Authority,Member of The Medical Council of Hong Kong,Chairman of Pensions Appeal Panel,Member of the Administrative Appeals Board,Member of Hospital Gove

121、rning Committee of Queen Elizabeth Hospital,Member of the Hong Kong Immigration Tribunal,Council Member of The Hong Kong University of Science and Technology and Member of the Board of the Hong Kong Science and Technology Park Corporation.She is presently Chairman of Tseung Kwan Hospital,Honorary Ch

122、airman of the Hong Kong CPPCC(Provincial)Members Association Ltd.,Honorary President of The Hong Kong China Chamber of Commerce and Governor of The Canadian Chamber of Commerce in Hong Kong.Dr.Chan is an independent non-executive director of Cathay International Holdings Limited,a company whose shar

123、es are listed on the London Stock Exchange;and an independent non-executive director of Tong Ren Tang Technologies Co.,Ltd.(Stock Code:1666),a company whose shares are listed on the Hong Kong Stock Exchange.Biographical Details of Directors and Senior Management18Tianjin Development Holdings Limited

124、 Annual Report 2018INDEPENDENT NON-EXECUTIVE DIRECTORSDr.CHENG Hon Kwan,GBS,JP,aged 91,was appointed as an Independent Non-Executive Director of the Company in June 2001.Dr.Cheng has also been serving as the Chairman of the Remuneration Committee,a member of the Audit Committee and the Nomination Co

125、mmittee of the Company.Dr.Cheng obtained his Bachelors Degree in Civil Engineering from Tianjin University and a postgraduate diploma from Imperial College of Science and Technology,London.He has been awarded Honorary Doctoral Degrees from Hong Kong University of Science and Technology,City Universi

126、ty of Hong Kong,Open University of Hong Kong,and Open University,UK.He is a Fellow of Imperial College and City and Guilds London Institute.He is a past President,Honorary Fellow and Gold Medallist of the Hong Kong Institution of Engineers;past Vice President,Fellow and Gold Medallist of the Institu

127、tion of Structural Engineers,Fellow of the Institution of Civil Engineers,United Kingdom and the American Society of Civil Engineers and Honorary Fellow of Engineers Australia.He is also an Honorary Member of the Hong Kong Institute of Planners and the Hong Kong Institute of Architects;State Class I

128、 Registered Structural Engineer Qualification.He is also an authorized person and registered structural engineer.Dr.Cheng is a former Chairman of Hong Kong Housing Authority and Transport Advisory Committee.He was a Standing Member of the Tianjin Committee of the Chinese Peoples Political Consultati

129、ve Conference(CPPCC)and is a permanent Honorary Chairman of the Hong Kong Tianjin Friendship Association and Chairman of the Tianjin CPPCC Former Hong Kong and Macau Members Friendship Association.Dr.Cheng is currently an independent non-executive director of Agile Group Holdings Limited(Stock Code:

130、3383),a company whose shares are listed on the Stock Exchange.He also served as an independent non-executive director of Hang Lung Group Limited(Stock Code:10)and Hang Lung Properties Limited(Stock Code:101)until 29 April 2015,both companies are listed on the Stock Exchange.Mr.MAK Kwai Wing,Alexande

131、r,BSoc.Sc.,ATIHK,FCPA(Aust.),aged 69,was appointed as an Independent Non-Executive Director of the Company on 27 October 2009.He is also the Chairman of the Investment Committee,a member of the Audit Committee,the Remuneration Committee and the Nomination Committee of the Company.Mr.Mak graduated fr

132、om The University of Hong Kong with a degree of Bachelor of Social Science.He is also a Fellow of CPA Australia and an associate of The Taxation Institute of Hong Kong.Mr.Mak has over 40 years of experience in the taxation field.He has extensive experience in Hong Kong corporate and individual tax p

133、lanning and has assisted a vast number of clients in South East Asia in developing effective tax strategies to minimize their tax exposure in the region.Mr.Mak was formerly an assessor with the Inland Revenue Department.In July 2006,he joined Mazars Tax Services Limited(“Mazars”)as an executive dire

134、ctor,became its managing director in January 2008 and then Senior Advisor from September 2014 to June 2017.Before joining Mazars,Mr.Mak was a tax principal in Ernst&Young and took an early retirement in January 2004 to pursue his governorship of Rotary International District 3450 and also his own co

135、nsulting business.Currently,Mr.Mak is a member of Hong Kong Professional Consultants Association,the Treasurer of Senior Citizen Home Safety Association and an independent non-executive director of K&P International Holdings Limited(Stock Code:675),a company whose shares are listed on the Stock Exch

136、ange.Previously,Mr.Mak had served as the chairman of Tax Specialization Development Working Group of Hong Kong Institute of Certified Public Accountants,the president of The Taxation Institute of Hong Kong;the vice chairman of Steering Committee of Hong Kong Network of Virtual Enterprises;the govern

137、or of Rotary International District 3450;the chairman of Practice Firm Steering Committee of Hong Kong Institute of Vocational Education(Tsing Yi)and District Rotary Foundation Committee of Rotary International District 3450;a treasurer of The Hong Kong Road Safety Association,H5N1 Concern Group and

138、 The Hong Kong International Film Festival Society Limited;a member of taxation committee of Hong Kong Institute of Certified Public Accountants;a member of the Road Safety Council,Joint Liaison Committee on Taxation,Hospital Authority Public Complaints Committee,Hospital Governing Committee of Hong

139、 Kong Eye Hospital and Kowloon Hospital;and a part-time member of Hong Kong Governments Central Policy Unit.Biographical Details of Directors and Senior ManagementTianjin Development Holdings Limited Annual Report 201819INDEPENDENT NON-EXECUTIVE DIRECTORS(Continued)Ms.NG Yi Kum,Estella,aged 61,was a

140、ppointed as an Independent Non-Executive Director of the Company on 28 July 2010.She is also the Chairman of the Audit Committee and a member of the Nomination Committee of the Company.Ms.Ng is the Deputy Chairman and Executive Director,Chief Strategy Officer&Chief Financial Officer and Company Secr

141、etary of Tse Sui Luen Jewellery(International)Limited(Stock Code:417),a company whose shares are listed on the Stock Exchange.From January 2008 to April 2014,Ms.Ng was the Chief Financial Officer of Country Garden Holdings Company Limited(Stock Code:2007),a company whose shares are listed on the Sto

142、ck Exchange.From September 2005 to November 2007,she was an executive director of Hang Lung Properties Limited(“Hang Lung”)(Stock Code:101),a company whose shares are listed on the Stock Exchange.Prior to her joining in Hang Lung in 2003,she was employed by the Stock Exchange in a number of senior p

143、ositions,most recently as senior vice president of the Listing Division.Prior to that,she gained valuable auditing experience with Deloitte Touche Tohmatsu.Ms.Ng is a qualified accountant and holds a Master of Business Administration degree from the Hong Kong University of Science and Technology.She

144、 is an associate of The Institute of Chartered Accountants in England and Wales,The Institute of Chartered Secretaries and Administrators,a fellow of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants and a member of the American Institute

145、of Certified Public Accountants.She has also contributed her time to various public service appointments,including being a co-opted member of the audit committee of the Hospital Authority until November 2013.Ms.Ng is currently an independent non-executive director of China Power Clean Energy Develop

146、ment Company Limited(Stock Code:735)and Comba Telecom Systems Holdings Limited(Stock Code:2342),both companies are listed on the Stock Exchange.She served as an independent director of DS Healthcare Group,Inc.until 16 May 2017,a company whose shares were previously listed on the Nasdaq Capital Marke

147、t in the United States until 23 December 2016,and an independent non-executive director of China Mobile Games and Entertainment Group Limited until 10 August 2015,a company whose shares are listed by way of American Depositary Shares on the Nasdaq Global Market in the United States.Ms.Ng also served

148、 as an independent non-executive director of Hong Kong Resources Holdings Company Limited(Stock Code:2882)until 31 July 2015.Biographical Details of Directors and Senior Management20Tianjin Development Holdings Limited Annual Report 2018INDEPENDENT NON-EXECUTIVE DIRECTORS(Continued)Mr.WONG Shiu Hoi,

149、Peter,aged 78,was appointed as an Independent Non-Executive Director of the Company on 21 December 2012.He is also a member of the Audit Committee of the Company.Mr.Wong holds a Master of Business Administration Degree from the University of East Asia,Macau(now known as the University of Macau).He p

150、ossesses over 40 years of experience in the financial services industry.Mr.Wong is the past chairman of The Hong Kong Institute of Directors and was a director of the Hong Kong Securities and Investment Institute,an executive director,deputy chairman and chief executive of Haitong International Secu

151、rities Group Limited as well as an overseas business advisor of Haitong Securities Company Limited.He is currently a consultant of Halcyon Holdings Limited and an advisor of Our Hong Kong Foundation.Mr.Wong is also an independent non-executive director of High Fashion International Limited(Stock Cod

152、e:608),Agile Group Holdings Limited(Stock Code:3383)and Target Insurance(Holdings)Limited(Stock Code:6161),all companies are listed on the Stock Exchange.Dr.LOKE Yu,alias LOKE Hoi Lam,aged 69,was appointed as an Independent Non-Executive Director of the Company on 21 December 2012.He is also a membe

153、r of the Audit Committee of the Company.Dr.Loke holds a Master of Business Administration Degree from the Universiti Teknologi Malaysia and a Doctor of Business Administration Degree from University of South Australia.He is a Fellow member of The Institute of Chartered Accountants in England and Wal

154、es,Hong Kong Institute of Certified Public Accountants and The Hong Kong Institute of Chartered Secretaries.He is also a member of The Hong Kong Independent Non-Executive Director Association.Dr.Loke has over 40 years of experience in accounting and auditing for private and public companies,financia

155、l consultancy and corporate management.He serves as an independent non-executive director of Matrix Holdings Limited(Stock Code:1005),V1 Group Limited(Stock Code:82),CIMC-TianDa Holdings Company Limited(formerly China Fire Safety Enterprise Group Limited)(Stock Code:445),Zhong An Real Estate Limited

156、(Stock Code:672),Chiho Environmental Group Limited(formerly Chiho-Tiande Group Limited)(Stock Code:976),Tianhe Chemicals Group Limited(Stock Code:1619),Lamtex Holdings Limited(Stock Code:1041),Forebase International Holdings Limited(Stock Code:2310),Hang Sang(Siu Po)International Holding Company Lim

157、ited(Stock Code:3626),Hong Kong Resources Holdings Company Limited(Stock Code:2882),Zhenro Properties Group Limited(Stock Code:6158),TC Orient Lighting Holdings Limited(Stock Code:515)and TradeGo FinTech Limited(Stock Code:8017),all of these companies are listed on the Stock Exchange.He also served

158、as an independent non-executive director of Mega Medical Technology Limited(Stock Code:876)(until 11 January 2017),Winfair Investment Company Limited(Stock Code:287)(until 3 April 2018),China Household Holdings Limited(Stock Code:692)(until 6 August 2018),SCUD Group Limited(Stock Code:1399)(until 27

159、 September 2018)and China Beidahuang Industry Group Holdings Limited(Stock Code:39)(until 1 November 2018).Biographical Details of Directors and Senior ManagementTianjin Development Holdings Limited Annual Report 201821SENIOR MANAGEMENTMr.JIN Baoxin,aged 53,Deputy General Manager of the Company.Mr.J

160、in is a senior economist,graduated from the Tianjin University of Finance and Economics with a Bachelors Degree in Economics major in International Finance in 1988 and a Masters Degree in Economics from Nankai University in 2001.Prior to joining the Company,he has worked in various role including de

161、puty manager of treasury department of Tianjin International Trust and Investment Corporation(天津市國際信託投資公司),assistant to president and concurrently manager of strategic planning department of Tianjin International Investment Co.,Ltd.(天津國際投資有限公司)as well as assistant to president and concurrently manag

162、er of direct finance department of Tianjin Financial Investment and Services Group Co.,Ltd.(天津津融投資服務集團有限公司).Mr.Jin has extensive experience in capital market.He is currently a director of Tsinlien Group Company Limited(津聯集團有限公司)and Tianjin Tsinlien Investment Holdings Co.,Ltd.(天津津聯投資控股有限公司).Mr.TUEN

163、Kong,Simon,aged 56,Deputy General Manager and Chief Financial Officer of the Company.He also served as an Executive Director and Company Secretary of the Company from 27 March 2013 to 6 June 2017.Mr.Tuen graduated from the Hong Kong Polytechnic University with a Master Degree in Business Management.

164、Before joining the Company,he had held various positions in a number of listed companies and is experienced in corporate finance and treasury management.Starting with Ernst&Young in 1989 and then Deloitte Touche Tohmatsu in 1991 as a tax consultant,he spent 10 years afterwards in corporate banking,d

165、irect investment,merger and acquisition and company secretarial related works and held executive positions as vice president and director of finance and treasury.From 2001 to 2006,he served as Deputy General Manager of the Company.Prior to re-joining the Company in October 2009,he worked as a consul

166、tant for China investment with MTR Corporation Limited.Ms.SHI Jing,aged 48,Assistant to General Manager of the Company.Ms.Shi graduated from the Tianjin University of Finance and Economics with a Bachelors Degree in Economics in 1992 and a Masters Degree in Economics in 1995.She has been in corporat

167、e finance(domestic and foreign)and financial management for many years.Ms.Shi joined the Company since 2005 and has served in various roles including manager of finance department of Tianjin Development Assets Management Co.,Ltd.(天津發展資產管理有限公司)and general manager of audit and legal affairs department

168、 of the Company.Prior to joining the Company,she was a commissioner of finance of Ting Hsin International Group(頂新國際集團),vice president of Fengyuan Consulting(Shanghai)Co.,Ltd.(豐元諮詢（上海）有限公司)and senior associate of finance department of Tingyi(Cayman Islands)Holding Corp.Ms.Shi is currently a director

169、 of Tsinlien Group Company Limited(津聯集團有限公司)and the assistant to general manager of Tianjin Tsinlien Investment Holdings Co.,Ltd.(天津津聯投資控股有限公司).She is also an executive director of Tianjin Port Development Holdings Limited(Stock Code:3382),a non-executive director of Dynasty Fine Wines Group Limited

170、(Stock Code:828),as well as a director of Tianjin Lisheng Pharmaceutical Co.,Ltd.(天津力生製藥股份有限公司)(Stock Code:002393.SZ).Ms.Shi also served as a non-executive director of Binhai Investment Company Limited(Stock Code:2886)until 26 July 2018.Mr.CHONG Ching Hei,aged 46,Financial Controller of the Company.

171、Mr.Chong graduated from the Hong Kong Polytechnic University with a Masters Degree in Professional Accounting.He was admitted as a member of the Hong Kong Institute of Certified Public Accountants in October 1999 and has extensive experience in auditing and corporate finance.Mr.Chong previously work

172、ed for Deloitte Touche Tohmatsu for over seven years.During the period from 2004 to 2006,he served as a financial controller and company secretary of Coastal Rapid Transit Company Limited,a wholly-owned subsidiary of the Company.Prior to re-joining the Company in July 2013,Mr.Chong was the financial

173、 controller and company secretary of Jianhua Concrete Pile Holdings Limited.Ms.LEE Su Yee,Bonnia,aged 41,Company Secretary of the Company.Ms.Lee graduated from the City University of Hong Kong with a Master of Science Degree in Professional Accounting and Corporate Governance.She is a Chartered Secr

174、etary,a Chartered Governance Professional and an associate of both The Hong Kong Institute of Chartered Secretaries and The Institute of Chartered Secretaries and Administrators of the United Kingdom.She is also a holder of the Practitioners Endorsement from The Hong Kong Institute of Chartered Secr

175、etaries.Ms.Lee joined the Company since October 2010 as an assistant company secretary and has extensive experience in company secretarial practice.Environmental,Social and Governance Report22Tianjin Development Holdings Limited Annual Report 2018This Environmental,Social,and Governance(“ESG”)Report

176、 is prepared in accordance with the Environmental,Social and Governance Reporting Guide(the“HKEx ESG Guide”)as set out in Appendix 27 of the Rules Governing the Listing of Securities on the Stock Exchange(the“Listing Rules”)and aims to provide stakeholders a comprehensive overview on our ESG policie

177、s,initiatives as well as performance.This ESG report covers Tianjin Development Holdings Limiteds(“the Group”,“we”,“our”or“us”)principal operating segments of utilities,pharmaceutical and electrical and mechanical for the period from 1 January to 31 December 2018(the“Reporting Period”,“FY 2018”).The

178、 report includes only material ESG issues which are identified by the Group through materiality assessment and directly controlled by the Group.The Group is committed to incorporating sustainability into its daily operations and understanding stakeholders expectations of its ESG practices.An ESG wor

179、king group,comprising of representatives from the abovementioned principal operating segments and different functions,has been established to collect ESG data and facilitate the ESG reporting process.These functions include Company Secretary,Finance,Human Resources,Administrative,Purchasing,Customer

180、 Services and Strategic Planning departments,thereby allowing the Group to disclose necessary information in order to present a balanced picture of our ESG performance.The Group continuously monitors the ESG-related risks by ensuring that appropriate internal controls are in place to regularly asses

181、s and manage the risks,and oversees the management in the design,implementation and monitoring of the risk management and internal control systems,as well as ESG matters.The Group has appointed an external consultant to perform independent review regularly in order to ensure the adequacy and effecti

182、veness of its risk management and internal control systems.For details,please refer to the section“RISK MANAGEMENT AND INTERNAL CONTROL”in the Corporate Governance Report of the Group.The Group recognises the importance of stakeholder participation to the long-term success of its business and have e

183、stablished various communication channels to understand both external and internal stakeholders points of views and concerns,including those related to ESG issues of the Group.The Groups key stakeholder groups are employees,clients,investors/shareholders,suppliers,business partners,government,social

184、 groups and public.Our normal engagement channels with these key stakeholders include emails and phone communications,meetings,trainings,workshops,employee activities,corporate websites,Annual General Meeting,Annual and Interim Reports,site visits,voluntary activities,as well as sponsorship and dona

185、tions.Environmental,Social and Governance ReportTianjin Development Holdings Limited Annual Report 201823Through our established engagement channels,we have reviewed the feedback from our stakeholders,identified relevant ESG issues and assessed their materiality to our business as well as to the sta

186、keholders.The table below highlights the ESG issues which are determined to be material to the Group covered in this report:HKEx ESG Guide ReferenceMaterial ESG issues A.Environmental A1.Emissions Air emissions and water discharge Greenhouse gas emissions Waste managementA2.Use of resources Energy c

187、onsumption Water usage Packaging materialsA3.The environment and natural resources Environmental impact management B.Social B1.Employment Labour practicesB2.Health and safety Workplace health and safetyB3.Development and training Employee development and trainingB4.Labour standards Prevention of chi

188、ld and forced labourB5.Supply chain management Responsible procurementB6.Product responsibility Product and service qualityB7.Anti-corruption Anti-corruption and money launderingB8.Community investment Community programmes,donation and award Note:The principal subsidiaries of the Group covered in th

189、is report are Tianjin TEDA Tsinlien Electric Power Co.,Ltd.(“Electricity Company”),Tianjin TEDA Tsinlien Water Supply Co.,Ltd.(“Water Company”),Tianjin TEDA Tsinlien Heat&Power Co.,Ltd.(“Heat&Power Company”),Tianjin Tianduan Press Co.,Ltd.(“Tianduan Press”),Tianjin Tianfa Heavy Machinery&Hydro Power

190、 Equipment Manufacture Co.,Ltd.(“Tianfa Equipment”)and Tianjin Lisheng Pharmaceutical Co.Ltd(“Lisheng”).Since the Group has disposed part of the equity interest in Tianjin Institute of Pharmaceutical Research Co.,Ltd(“Research Institute”),Research Institute ceased to be a subsidiary of the Group and

191、 hence is excluded from the reporting scope of our ESG report.Environmental,Social and Governance Report24Tianjin Development Holdings Limited Annual Report 2018A.ENVIRONMENTALA1 EmissionsIn order to protect the environment,the Group takes an active role to manage our air and greenhouse gas emission

192、s,discharges into water and land,and hazardous and non-hazardous waste from our business operations.We are committed to meet the requirements as set out in the local environmental laws and regulations,including but not limited to the“Environmental Protection Law of the Peoples Republic of China”(中華人

193、民共和國環境保護法),the“Law of the Peoples Republic of China on Prevention and Control of Water Pollution”(中華人民共和國水污染防治法),the“Law of the Peoples Republic of China on the Prevention and Control of Atmospheric Pollution”(中華人民共和國大氣污染防治法)and the“Law of the Peoples Republic of China on the Prevention and Control

194、of Solid Waste”(中華人民共和國固體廢物污染環境防治法).We have taken into consideration the environmental sustainability into our business processes.Internal policies and procedures have been established to provide guidelines on the monitoring of our air emissions and water discharge,as well as on our waste handling p

195、rocesses.We have also dedicated teams to monitor our environmental performance regularly,and corresponding controls have been implemented on high consumption areas.There were no material non-compliance cases noted in relation to environmental laws and regulations during the Reporting Period.Air emis

196、sions and water dischargeStatistics of our air emissions and water discharge during the Reporting Period together with the comparative figures for the corresponding year in 2017(“FY 2017”)are summarised as follows:20182017Type of emissionsTotal(Tonnes)Total(Tonnes)Chemical Oxygen Demand(COD)19.6930.

197、11Ammoniacal Nitrogen(NH3-N)1.653.74Sulphur Dioxide(SO2)1.121.31Nitrogen Dioxide(NO2)10.076.26Non-methane Hydrocarbon(NMHC)0.300.30Dust1.301.67Petroleum0.050.05Xylene0.080.08Toluene0.030.02Suspended Solids(SS)2.702.29Biochemical Oxygen Demand(BOD)3.783.09Volatile Organic Compounds(VOCs)0.040.01Ammon

198、ia(NH3)0.07N/AHydrochloric Acid(HCI)0.14N/ALiquid waste176.50N/AWastewater637,773.00593,547.80 Note:The above statistics cover the air emissions and water discharge from Water Company,Tianduan Press and Tianfa Equipment and Lisheng in FY 2018 and FY 2017.Environmental,Social and Governance ReportTia

199、njin Development Holdings Limited Annual Report 201825A.ENVIRONMENTAL(Continued)A1 Emissions(Continued)Air emissions and water discharge(Continued)To ensure the Group meets relevant standards,in addition to regular assessments and controls of air emissions and water discharge,we have also adopted va

200、rious initiatives to reduce our emission levels,including:Enclosed shot-blasting equipment(噴丸密閉設備)and fiberglass filter cotton(玻璃纖維過濾棉)with activated carbon have been installed to filter emissions generated from our operations.Welding fumes generated from factories have been collected by gas-collect

201、ing hood(集氣罩)to reduce the amount of dust emissions in the air.Fume purification facilities have been installed in the canteen.Water treatment facilities have been put in place and licensed contractors have been engaged to collect and handle the sewage from operations.COD online monitoring system ha

202、s been established to ensure that the COD level met the regulatory standards before discharging.The system was interconnected with the government environmental monitoring platform to facilitate real-time data transmission and monitoring.Environmentally friendly coal-fired boilers have been deployed

203、to replace the old ones for reducing the level of both air emission and industrial wastewater discharged.Greenhouse gas emissionsThe major source of our carbon emissions is from the energy consumption.There were 661,001 Tonnes(2017:676,524 Tonnes)of the energy-related carbon dioxide equivalent(CO2e)

204、generated from our operations during the Reporting Period and we have implemented various energy-saving initiatives to help reduce our carbon footprint.Please refer to the“Energy Consumption”section below for our energy consumption data and reduction initiatives.Note:The carbon emissions are calcula

205、ted with reference to the“Greenhouse Gas Protocol”published by the World Business Council for Sustainable Development and the World Resources Institute,the“Environmental Key Performance Indicators Reporting Guide”of HKEx,the“Baseline Emission Factors for Regional Power Grids of China”published by th

206、e Ministry of Ecology and Environment and“The UK Government Conversion Factors for greenhouse gas reporting”published by the Department for Environment,Food&Rural Affairs.Environmental,Social and Governance Report26Tianjin Development Holdings Limited Annual Report 2018A.ENVIRONMENTAL(Continued)A1 E

207、missions(Continued)Waste managementThe major types of industrial waste for the Group are the commercial waste produced from the manufacturing processes of our electrical and mechanical segment and solid waste(including construction waste,commercial waste and industrial waste)generated from our pharm

208、aceutical segment.During the Reporting Period,the total amount of non-hazardous waste produced by the above-mentioned segments was 1,490.8 tonnes(2017:1,560 tonnes).Both the electrical and mechanical and pharmaceutical segments also generate hazardous waste during their operation,which includes used

209、 oil,scrap mica,oily waste and organic waste.During the Reporting Period,the total amount of hazardous waste produced by the above-mentioned segments was 13.88 tonnes(2017:261.59 tonnes).The decrease in the hazardous waste in terms of both type and amount was mainly due to the exclusion of Research

210、Institute from our reporting scope.In terms of general commercial and industrial waste management,wastes have been disposed in accordance with the“Standard for Pollution Control on the Storage and Disposal Site for General Industrial Solid Wastes”(一般工業固體廢物貯存、處置場污染控制標準).The standard provides guidelin

211、es on the storage of general industrial solid waste,as well as the design,operation,management,pollution control and monitoring requirements of the site selected for waste disposal.In addition,solid waste collection points have been established to centralise the storage of solid waste so as to avoid

212、 pollution.Recyclable solid wastes have been collected and recycled by designated departments.All hazardous wastes have been collected and handled by licensed service providers during the Reporting Period.The storage of hazardous waste has fulfilled the“Standard for Pollution Control on Hazardous Wa

213、ste Storage”(危險廢物貯存污染控制標準),which stipulates the requirements in handling,storage and disposal of hazardous waste,and trainings have been provided to our employees on hazardous waste management.The group has no significant hazardous chemicals used in our operations.A2 Use of ResourcesThe Group conser

214、ves resources for environmental and operating efficiency purposes.We closely monitor the utilisation of various resources and regularly report the related performance,as well as timely consider the appropriate remedial actions where necessary.The Group complies with the requirements set out in the“L

215、aw of the Peoples Republic of China on Energy Conservation”(中華人民共和國節約能源法)and encourages reuse and recycling practices in our operations.Environmental,Social and Governance ReportTianjin Development Holdings Limited Annual Report 201827A.ENVIRONMENTAL(Continued)A2 Use of Resources(Continued)Energy co

216、nsumptionStatistics of our consumption of the direct and indirect energy during the Reporting Period together with the comparative figures for FY 2017 are shown as below:ConsumptionIntensity(per employee)Type2018201720182017 Petrol(Tonnes)33.1170.130.020.04Diesel(Tonnes)55.87261.630.040.09Natural ga

217、s(m3)4,462,8915,122,4311,354.031,176.49Electricity(kWh)104,635,28094,446,92827,149.7919,130.44Heat(GJ)4,05611,90717.0459.54Steam(Tonnes)3,988,5323,908,2192,071.961,341.30 Note:The above statistics cover the major types of energy consumed by Electricity Company,Water Company,Heat&Power Company,Tiandu

218、an Press,Tianfa Equipment and Lisheng in FY 2018 and FY 2017.The Group has implemented energy reduction initiatives during the Reporting Period:Establishing energy management systems to monitor and control the use of energy.Deploying high-efficiency machines and equipment.Replacing halogen light bul

219、bs with LED lighting in the warehouse.Implementing solar water heating systems and automated temperature control systems.Switching off non-essential lighting and reducing the use of air-conditioning.Controlling the use of corporate vehicles and performing regular maintenance to reduce the fuel consu

220、mption(i.e.50%or more reduction in both petrol and diesel consumption intensities).Replacing coal-fired boiler with steam boiler.Engaging our staff through trainings and various activities to raise the awareness of energy saving.Water usageDuring the Reporting Period,the aggregate amount of water co

221、nsumed by Electricity Company,Water Company,Heat&Power Company,Tianduan Press,Tianfa Equipment and Lisheng was 2,855,239 tonnes,with an intensity of 740.85 tonnes per employee(2017 Consumption:4,174,875 tonnes;2017 Intensity:845.63 tonnes per employee).The Group has no water sourcing issues during t

222、he Reporting Period.Environmental,Social and Governance Report28Tianjin Development Holdings Limited Annual Report 2018A.ENVIRONMENTAL(Continued)A2 Use of Resources(Continued)Water usage(Continued)We have implemented water saving measures,which include the following:Recycling and reusing the wastewa

223、ter for lawn irrigation and flushing water.Implementing water circulation systems across the manufacturing process to reduce the consumption of steam,which is expected to save up to 2,500 tonnes of steam annually.Installing water efficient devices.Carrying out periodic inspection and replacement on

224、water pipes to prevent leakages.With the implementation of the abovementioned measures,both absolute water consumption and consumption intensity have been reduced significantly compared to 2017.Packaging MaterialsOur pharmaceutical segment consumes packaging materials for containing and protecting o

225、ur pharmaceutical products while Tianfa Equipment also consumes a small amount of packaging materials.Despite the fact that using packaging materials is inevitable,we strive to minimise the packaging materials by adopting simple design,as well as using recycled and recyclable materials as possible.D

226、uring the Reporting Period,our total packaging materials used for protecting our pharmaceutical products and used by Tianfa Equipment was 3,139.51 tonnes(2017:6,161.37 tonnes).A3 The Environment and Natural Resources Environmental impact managementThe Group is devoted to minimise our environmental i

227、mpact through performing regular assessments and continuous monitoring of the environmental risks in our operations.Apart from the emissions and use of resources described above,we are actively managing other key areas of impacts,including the noise generated from our transformers and construction w

228、orks during the Reporting Period.To better control and mitigate our environmental impact,we have developed environmental systems that meet the ISO 14000 Environmental Management System Standard with key features including:Developing operating procedures and maintenance schedules in relation to envir

229、onmental facilities,in order to ensure that the facilities are in good working condition throughout the operations.Providing induction orientation and trainings to technicians to enhance their environmental knowledge and ensure the smooth operations of all environmental protection facilities.Engagin

230、g qualified consultants to conduct environmental assessment on development or renovating projects.Informing local environmental authorities regularly of the progress against environmental protection and pollution control and the respective results.Integrating environmental protection elements into p

231、erformance evaluation to ensure that the environmental targets can be effectively implemented as appropriate.Environmental,Social and Governance ReportTianjin Development Holdings Limited Annual Report 201829B.SOCIALB1 Employment Labour practicesThe Group promotes ethical and fair labour policies.Ou

232、r operating segments have established comprehensive guidelines with reference to the relevant labour laws and regulations to govern the employee compensation and dismissal,recruitment and promotion,working hours and leaves policy,equal opportunity and other welfares,which have been clearly communica

233、ted to relevant employees and are regularly reviewed where necessary to ensure proper execution.The Group will consider hiring disabled persons where appropriate.The Group consistently follows the requirements as set out in the related law and regulations,including the“Labour Law of the Peoples Repu

234、blic of China”(中華人民共和國勞動法)and the“Trade Union Law of the Peoples Republic of China”(中華人民共和國工會法).There were no material non-compliance issues noted regarding our labour practices during the Reporting Period.B2 Health and Safety Workplace health and safetyWe strictly follow the“State Administration of

235、 Work Safety Act”(國家安全生產法)and have obtained the“The National Standard of Occupational Health and Safety Management Systems”(職業健康安全管理體系認證)to provide a safe and healthy working environment to our employees.We have established employees handbooks and safety guidelines for productions to clearly set out

236、 working procedures and specify the responsibilities of employees regarding workplace health and safety.Monitoring and management mechanisms are in place for operations with related risks identified.We also provide safe equipment which are in conformity with the required standards and body check-up

237、to our employees.We have also set safety targets and contingency plans,and have performed evaluations of historical safety records.There were no material non-compliance cases noted in relation to health and safety laws and regulations during the Reporting Period.B3 Development and Training Employee

238、development and trainingWe value the development of our employees and aim at assisting employees to achieve their career goals while meeting our business objectives.Training initiatives have been established to cater our employees development needs according to their roles and responsibilities as we

239、ll as our operational requirements.To equip our employees with technical knowledge and skills as well as personal development,we offer both internal and external training opportunities for various levels of employees.Environmental,Social and Governance Report30Tianjin Development Holdings Limited An

240、nual Report 2018B.SOCIAL(Continued)B4 Labour Standards Prevention of child and forced labourThe Group strictly prohibits the use of child and forced labour with reference to the“Underage Workers Special Protection Provisions”(未成年工特殊保護規定)and“Prohibition of Child Labour Provisions”(禁止使用童工規定),by adopti

241、ng a comprehensive screening and recruiting process,as well as by conducting regular reviews and inspections to detect the employment of any child or forced labour situation in our operations.There were no material non-compliance issues noted regarding labour standards as required by related laws an

242、d regulations during the Reporting Period.B5 Supply Chain Management Responsible procurementIn the supplier selection process,the Group takes suppliers social and environmental protection responsibilities into consideration,in addition to product or service quality and commercial factors.Our supplie

243、rs must comply with the national requirements and acquire relevant licenses and qualifications.We also regularly review the status of selected suppliers so as to ensure they meet the requirements.B6 Product Responsibility Product and service qualityWe embrace the philosophy of“Safety First,Customer

244、Foremost”(安全第一、用戶至上).We strive to provide quality products and services and make continuous improvement to achieve a higher standard.We benchmark our services quality for electricity supplies against the“Tianjin Economic and Technological Development Zone Administrative Measures for the Supply and U

245、se of Electricity”(天津經濟技術開發區供用電管理辦法).The supply of water also meets the national standards including but not limited to the“Sanitary Standard for Drinking Water”(生活飲用水衛生標準),the“Water Quality Standards for Urban Water Supply”(城市供水水質標準),the“Technical Specification for Operation,Maintenance and Safety

246、of City and Town Waterworks”(城鎮供水廠運行、維護及安全技術規程)to ensure the provision of a reliable and clean water supply.For supply of Heat&Power,we govern our services in accordance with policies such as the“Tianjin Heat Supply Standard,Regulations and Specification”(天津市供熱規範、規章、文件及技術標準彙編),the“Regulations on Sup

247、ply and Use of Heat in Tianjin”(天津市供熱用熱條例),and the“Tianjin Administrative Measures on Pricing for Heat Supply”(天津市供熱採暖收費管理辦法).Our electrical and mechanical segment has developed a comprehensive quality control system in accordance with the ISO 9000 Quality Management Standard which set out the requi

248、red procedures addressing including but not limited to product design and development,procurement,production,quality controls.For our pharmaceutical segment,we are in strict compliance with the“Good Manufacturing Practice”(“GMP”)(藥品生產和質量管理規範),“Pharmaceutical Administration Law”(藥品管理法),“Provisions on

249、 the Administration of Pharmaceutical Directions and Labels”(藥品說明書和標籤管理規定),“Advertising Law of the Peoples Republic of China”(中華人民共和國廣告法),“Measures for the Administration on Report and Monitoring of the Side Effect of Pharmaceuticals”(藥品不良反應報告和監測管理辦法),“Administrative Measures for Drug Recalls”(藥品召回辦

250、法)and other relevant laws and regulations.To promote better quality control,Lisheng has established quality management systems comprised of regular self-inspection and quality audit by independent quality control team,for its production as well as sales and marketing functions.During the Reporting P

251、eriod,there were no material non-compliance issues noted regarding product responsibilities.Environmental,Social and Governance ReportTianjin Development Holdings Limited Annual Report 201831B.SOCIAL(Continued)B7 Anti-corruption Anti-corruption and money launderingThe Group is committed to comply wi

252、th laws regarding anti-corruption and anti-money laundering including but not limited to the“Criminal Law of The Peoples Republic of China”(中華人民共和國刑法)and the“Law of the Peoples Republic of China on Anti-money Laundering”(中華人民共和國反洗錢法).We strive to maintain high standard of ethical,personal and profes

253、sional conduct among all our employees.We do not tolerate corruption,bribery,extortion,money-laundering and other fraudulent activities in connection with any of our business operations.As a result,we have a number of internal policies addressing anti-corruption and anti-money laundering as well as

254、employee code of conducts in place.These policies provide guidelines on expenditure management,whistleblowing channels,as well as bribery acts.On the other hand,the Group strives to promote business ethics and raise awareness through regular trainings and communications to our management and employe

255、es.Moreover,whistleblowing channels are provided to stakeholders to report issues identified to us.During the Reporting Period,there were no material non-compliance issues noted regarding corruption and money laundering.B8 Community Investment Community programmes,donation and awardBesides providing

256、 quality products and services to meet the needs of our users and development of the society,we also care for the community through various volunteer activities and monetary donation to the underserved.The Group encourages our employees to participate in various internal and external community progr

257、ammes.The Group has always cared for the poor and the community as a whole.During the Reporting Period,our community investment focused on assisting the underprivileged,through organising and participating in a great variety of social activities with various charity institutions.For instance,we have

258、 visited the child welfare home and nursing home to show our care and concern to underprivileged children.In terms of financial support,Lisheng has made donations to the underprivileged with an aggregate amount over RMB1 million,and has provided sponsorships to promote health and higher living stand

259、ards.During the Reporting Period,Lisheng was awarded the 2017 Golden Bull Investment Award(2017年度金牛最具投資價值獎),which demonstrated that its efforts in the fields of corporate governance and investor relations have been highly recognised.Corporate Governance Report32Tianjin Development Holdings Limited A

260、nnual Report 2018CORPORATE GOVERNANCE PRACTICESThe Company is committed to maintaining a high standard of corporate governance in the interests of shareholders and devotes considerable efforts to formalizing the best practices.This Corporate Governance Report describes the way the Company has applie

261、d the principles of the Corporate Governance Code(the“CG Code”)as set out in Appendix 14 of the Rules Governing the Listing of Securities on the Stock Exchange(the“Listing Rules”).Throughout the year,the Company has complied with the code provisions as set out in the CG Code except for the deviation

262、s as set out in the paragraph headed“Board Composition”in this section below.The Board will continue to monitor and review the Companys corporate governance practices and procedures and make necessary changes when it considers appropriate.BOARD OF DIRECTORSThe overall management of the Company is ve

263、sted in the Board.The executive directors are responsible for the day-to-day management of the Companys businesses and to conduct regular meetings with the senior management of the Company.The Board focuses its attention on matters affecting the Companys strategic policies which include future growt

264、h and development,financial statements,dividend policy,annual budget,significant changes in accounting policy,major financing arrangements and investments,risk management strategies and treasury policies.The abovementioned matters are monitored and approved by the Board and decisions relating to suc

265、h matters are subject to the decision of the Board.Matters not specifically reserved to the Board and necessary for the daily operations of the Company are delegated to the management under the supervision of the Board.The Company has a formal schedule of matters specifically reserved to the Board f

266、or its decision,which include the matters referred to in the above paragraph.When the Board delegates aspects of its management and administration functions to management,it gives clear directions as to the scope of powers of management,in particular,with respect to the circumstances where managemen

267、t should report back and obtain prior approval from the Board before making decisions or entering into any commitments on behalf of the Company.The Company has formalized the functions reserved to the Board and those delegated to management.It reviews those arrangements on a periodic basis to ensure

268、 that they remain appropriate to the needs of the Company.Board CompositionAs at 31 December 2018,the Board consists of ten members,comprising three executive directors,being Mr.Wang Zhiyong(General Manager),Dr.Cui Di and Dr.Yang Chuan,two non-executive directors,being Mr.Cheung Wing Yui,Edward and

269、Dr.Chan Ching Har,Eliza and five independent non-executive directors,being Dr.Cheng Hon Kwan,Mr.Mak Kwai Wing,Alexander,Ms.Ng Yi Kum,Estella,Mr.Wong Shiu Hoi,Peter and Dr.Loke Yu.On 31 July 2018,Mr.Zeng Xiaoping retired as Chairman and executive director of the Company and ceased to be the Chairman

270、of the Nomination Committee,member of the Remuneration Committee and authorised representative of the Company.Subsequent to his retirement,the roles of the Chairman of the Board and the Chairman of the Nomination Committee are outstanding,which constitute deviations from code provisions A.2 and A.5.

271、1 of the CG Code.Coming from different professional backgrounds,all directors have distinguished themselves in their fields of expertise,and have exhibited high standards of personal and professional ethics and integrity.The non-executive directors have brought their valuable experience to the Board

272、 for promoting the best interests of the Company and its shareholders.The independent non-executive directors contribute to ensuring that the interests of all shareholders of the Company are taken into account by the Board.The biographical details of each director are disclosed on pages 16 to 20 of

273、this Annual Report.Corporate Governance ReportTianjin Development Holdings Limited Annual Report 201833Board Composition(Continued)The Company has received from each independent non-executive director an annual confirmation of his/her independence pursuant to Rule 3.13 of the Listing Rules and the C

274、ompany continues to consider each of them independent.Non-executive directors are appointed for a specific term of three years and subject to retirement by rotation and re-election at the general meeting in accordance with the Articles of Association.A letter of appointment has been entered into bet

275、ween the Company and each of the non-executive directors and independent non-executive directors.According to the Articles of Association,at each annual general meeting one-third of the Directors for the time being(or,if their number is not a multiple of three,then the number nearest to but not less

276、 than one-third)shall retire from office by rotation provided that every Director(including those appointed for a specific term)shall be subject to retirement by rotation at least once every three years.In addition,any Director appointed by the Board during the year shall hold office only until the

277、next following general meeting of the Company(in the case of filling a casual vacancy)or until the next following annual general meeting of the Company(in the case of an addition to the existing Board)immediately following his or her appointment,and shall then be eligible for re-election at such rel

278、evant meetings.To the best knowledge of the Company and save for the directorships as disclosed in the section headed“Biographical Details of Directors and Senior Management”of this Annual Report,there is no other relationship(including financial,business,family or other material/relevant relationsh

279、ip(s)between members of the Board and in particular,between the Chairman and the General Manager.The Company has arranged appropriate insurance cover in respect of directors and officers liabilities for members of the Board.Corporate Governance Report34Tianjin Development Holdings Limited Annual Rep

280、ort 2018Chairman and General ManagerThe code provision A.2.1 of the CG Code provides that the roles of chairman and chief executive should be separate and should not be performed by the same individual.The Chairman of the Company is responsible for deciding the agenda of Board meetings,taking into a

281、ccount where appropriate matters proposed by other directors for inclusion in the agenda,and has an overall responsibility for providing leadership,vision and direction in the development of the business of the Company.Apart from ensuring that adequate information about the Companys business is prov

282、ided to the Board on a timely basis,he also ensures that the non-executive directors make contribution at the Board meetings.The General Manager of the Company,assisted by other executive directors,is responsible to the Board for the day-to-day management of the Company,and attends to formulation an

283、d successful implementation of policies.Working with the executive management team of each core business division,he ensures smooth operations and development of the Company and keeps all other directors fully informed of all major business developments and issues.He is also responsible for building

284、 and maintaining an effective team to support him in managing the business of the Company.Such division of responsibilities allows a balance of power between the Board and the management of the Company and ensures their independence and accountability.Their responsibilities are clearly segregated an

285、d have been set out in writing.Board ResponsibilitiesThe Company views well-developed and timely reporting systems and internal controls as essential,and the Board plays a key role in the implementation and monitoring of internal financial controls.The Board is responsible for performing the corpora

286、te governance duties and has adopted a set of corporate governance guidelines with reference to the CG Code.In the course of discharging their duties,the directors act in good faith with due diligence and care and in the best interests of the Company and its shareholders.Their responsibilities inclu

287、de:regular board meetings focusing on business strategy,operational issues and financial performance;active participation on the boards of subsidiaries and associates;monitoring the quality,punctuality,relevance and reliability of internal and external reporting;monitoring and managing potential con

288、flicts of interest of management,board members and shareholders,including misuse of corporate assets and abuse in connected transaction;and ensuring the overall integrity of the Company,including financial statements,relationships with suppliers,customers and other stakeholders,and compliance with a

289、ll relevant laws and professional ethics.Corporate Governance ReportTianjin Development Holdings Limited Annual Report 201835Board ProceedingsAll members of the Board meet in person regularly and have full and timely access to relevant information.Moreover,the Board has established procedure to enab

290、le directors,upon reasonable request,to seek independent professional advice in appropriate circumstances at the Companys expense,if necessary.All directors are required to declare their interests,if any,in any transaction,or proposal to be considered at Board meetings and to abstain from voting on

291、any related resolutions.The Articles of Association contain description of responsibilities and operation procedures of the Board.Board meetings include regular meetings and other meetings.Due notice and board papers were given to all directors prior to the Board meetings in accordance with the Arti

292、cles of Association and the CG Code.The minutes of the Board meetings are prepared by the Company Secretary with details of the matters considered by the Board and decisions reached,including any concerns raised by the members of the Board or views expressed.In 2018,the Company held four Board meeti

293、ngs.The attendance records of each member of the Board are set out below:Name of DirectorAttended/Eligible to Attend Executive DirectorsMr.Wang Zhiyong(General Manager)3/4Dr.Cui Di3/4Dr.Yang Chuan4/4Mr.Zeng Xiaoping(retired on 31 July 2018)2/2Non-Executive DirectorsMr.Cheung Wing Yui,Edward4/4Dr.Cha

294、n Ching Har,Eliza4/4Independent Non-Executive DirectorsDr.Cheng Hon Kwan3/4Mr.Mak Kwai Wing,Alexander4/4Ms.Ng Yi Kum,Estella4/4Mr.Wong Shiu Hoi,Peter4/4Dr.Loke Yu4/4In addition to Board meetings,a meeting of the Chairman and the independent non-executive directors(including non-executive directors)w

295、ithout the presence of other executive directors and the management was held in 2018.Corporate Governance Report36Tianjin Development Holdings Limited Annual Report 2018Continuous Professional DevelopmentDirectors are encouraged to participate in continuous professional development to refresh their

296、knowledge and skills.In December 2018,the Company has invited Prof.Liu Binglian,Dean of the College of Economics and Social Development of Nankai University,to conduct an in-house training session for directors on the topic of“Opportunities and Responses of Coordinated Development of the Beijing,Tia

297、njin and Hebei Region”.Further,monthly updates on the Companys performance,position and prospects are also provided.The types of continuous professional development activities undertaken by the directors during the year are summarised as below:Name of DirectorTypes of Continuous Professional Develop

298、ment Activities Executive DirectorsMr.Wang Zhiyong(General Manager)ADr.Cui DiADr.Yang ChuanAMr.Zeng Xiaoping(retired on 31 July 2018)N/ANon-Executive DirectorsMr.Cheung Wing Yui,EdwardA,B&CDr.Chan Ching Har,ElizaA&BIndependent Non-Executive DirectorsDr.Cheng Hon KwanB&CMr.Mak Kwai Wing,AlexanderA&BM

299、s.Ng Yi Kum,EstellaBMr.Wong Shiu Hoi,PeterA&BDr.Loke YuA&Bnotes:A:attending in-house training sessionB:attending relevant conferences/seminars/workshopsC:reading relevant materials/e-trainingCorporate Governance ReportTianjin Development Holdings Limited Annual Report 201837BOARD COMMITTEESAs a part

300、 of good corporate governance,the Board has established the Remuneration Committee,Audit Committee,Investment Committee and Nomination Committee to oversee the particular aspect of the Companys affairs.These committees have been formed with specific written terms of reference which deal clearly with

301、 the committees authority and duties.Copies of these terms of reference are available at the websites of the Company and the Stock Exchange.Remuneration CommitteeThe Remuneration Committee was established in 2005 and currently consists of two independent non-executive directors,Dr.Cheng Hon Kwan and

302、 Mr.Mak Kwai Wing,Alexander and one executive director,Mr.Wang Zhiyong.It is chaired by Dr.Cheng Hon Kwan.A written terms of reference of the Remuneration Committee,which describes the authority and duties of the Remuneration Committee,are reviewed and updated by the Board from time to time to compl

303、y with the provision of the CG Code.The principal responsibilities of the Remuneration Committee are to review and consider the Companys policy for the remuneration of directors and senior management and make recommendations to the Board on the remuneration packages of individual directors and senio

304、r management.The Remuneration Committee considers several factors such as time commitment,experience and responsibilities of the individual and the prevailing market condition before determining the remuneration packages including benefits in kind,pension rights and compensation payments.It also rec

305、ommends to the Board on the remuneration of non-executive directors.During the year,the Remuneration Committee held two meetings and also dealt with matters by way of written resolutions.The attendance of committee members is recorded below:Name of DirectorAttended/Eligible to Attend Dr.Cheng Hon Kw

306、an(Chairman)2/2Mr.Mak Kwai Wing,Alexander2/2Mr.Wang Zhiyong(appointed on 31 July 2018)1/1Mr.Zeng Xiaoping(retired on 31 July 2018)1/1In 2018,the Remuneration Committee reviewed and made recommendation to the Board on remuneration matters including the existing remuneration policy,bonus for the year

307、2017 and the remuneration packages for the year 2018 of the Companys directors and senior management.In January 2019,the Remuneration Committee reviewed and made recommendation to the Board on the bonus for the year 2018 of the Companys directors and senior management.Details of the emoluments of th

308、e directors and the interests of the directors in the share options of the Company during the year ended 31 December 2018 are set out in Notes 11 and 34 to the consolidated financial statements.Corporate Governance Report38Tianjin Development Holdings Limited Annual Report 2018Audit CommitteeThe Aud

309、it Committee currently consists of five independent non-executive directors,namely Ms.Ng Yi Kum,Estella,Dr.Cheng Hon Kwan,Mr.Mak Kwai Wing,Alexander,Mr.Wong Shiu Hoi,Peter and Dr.Loke Yu.It is chaired by Ms.Ng Yi Kum,Estella.The Audit Committee reports directly to the Board and reviews matters relat

310、ing to the work of the external auditor,financial statements,risk management and internal control systems.The Audit Committee meets with the Companys external auditor to discuss the audit process and the accounting and internal control issues.A written terms of reference,which describes the authorit

311、y and duties of the Audit Committee,are reviewed and updated by the Board from time to time to comply with the provision of the CG Code.Set out below is a summary of work performed by the Audit Committee in 2018:reviewed the financial statements for the year ended 31 December 2017 and for the six mo

312、nths ended 30 June 2018;reviewed the Groups continuing connected transactions;reviewed risk management and internal control matters with external consultant;reviewed the external auditors statutory audit plan and letters to the management;and considered 2018 audit fees and audit work.The Audit Commi

313、ttee held two meetings in 2018.At the meetings,the members of the Audit Committee have executed the major duties and responsibilities described above.They also discussed material uncertainties which may be brought about by the global economic crisis,reviewed the internal audit function of the Compan

314、y,and reported a summary of their work to the Board for discussion.The attendance of committee members is recorded below:Name of DirectorAttended/Eligible to Attend Ms.Ng Yi Kum,Estella(Chairman)2/2Dr.Cheng Hon Kwan2/2Mr.Mak Kwai Wing,Alexander2/2Mr.Wong Shiu Hoi,Peter2/2Dr.Loke Yu2/2Investment Comm

315、itteeThe Investment Committee was established in April 2010 and currently comprises of three members,Mr.Mak Kwai Wing,Alexander,independent non-executive director,Dr.Chan Ching Har,Eliza,non-executive director and Mr.Wang Zhiyong,executive director.It is chaired by Mr.Mak Kwai Wing,Alexander.The Inv

316、estment Committee reports directly to the Board and reviews matters in relation to evaluation of business plans,formulation of proper procedures for investment projects as well as the adequacy of controls and monitoring ongoing risk factors.A written terms of reference,which describes the authority

317、and duties of the Investment Committee,are reviewed and updated by the Board from time to time to comply with the provision of the CG Code.Corporate Governance ReportTianjin Development Holdings Limited Annual Report 201839Investment Committee(Continued)During the year,the Investment Committee held

318、two meetings.At the meetings,members of the Investment Committee discussed and review the transactions in relation to the partial disposal of equity interest in Tianjin Institute of Pharmaceutical Research Co.,Ltd.(天津藥物研究院有限公司)and the absorption and merger of Tianjin TEDA Tsinlien Electric Power Co.

319、,Ltd.(天津泰達津聯電力有限公司).Details of the transactions may refer to the Companys announcements dated 29 May 2018,6 August 2018 and 6 December 2018 and the circulars dated 10 September 2018 and 30 January 2019.The attendance of committee members is recorded below:Name of DirectorAttended/Eligible to Attend

320、Mr.Mak Kwai Wing,Alexander(Chairman)2/2Dr.Chan Ching Har,Eliza2/2Mr.Wang Zhiyong2/2Nomination Committee and Appointment of DirectorsThe Nomination Committee was established in December 2011 and currently consists of three independent non-executive directors,Dr.Cheng Hon Kwan,Mr.Mak Kwai Wing,Alexand

321、er and Ms.Ng Yi Kum,Estella and one executive director,Mr.Wang Zhiyong.The principal responsibilities of the Nomination Committee are to review the structure,size and composition of the Board,identify individuals suitably qualified to become Board members,assess the independence of independent non-e

322、xecutive directors,make recommendations to the Board on relevant matters relating to the appointment or re-appointment of directors and succession planning for directors and review the board diversity policy as appropriate.A written terms of reference,which describes the authority and duties of the

323、Nomination Committee,are reviewed and updated by the Board from time to time to comply with the provision of the CG Code.The Board has adopted a board diversity policy.When determining the composition of the Board,the Nomination Committee seeks to achieve board diversity through the consideration of

324、 a number of factors,including but not limited to gender,age,cultural and educational background,ethnicity,professional experience,skills,knowledge and length of service.All Board appointments will be based on meritocracy,and candidates will be considered against objective criteria,having due regard

325、 for the benefits of diversity on the Board.The ultimate decision will be based on merits and contribution the selected candidates will bring to the Board.During the year,the Nomination Committee held one meeting.At the meeting,the eligibility of the directors seeking for re-election at the annual g

326、eneral meeting and the independence of the independent non-executive directors had been reviewed and assessed.The existing size and composition of the Board has also been reviewed.The attendance of committee members is recorded below:Name of DirectorAttended/Eligible to Attend Dr.Cheng Hon Kwan1/1Mr

327、.Mak Kwai Wing,Alexander1/1Ms.Ng Yi Kum,Estella1/1Mr.Wang Zhiyong1/1Mr.Zeng Xiaoping(retired on 31 July 2018)1/1Corporate Governance Report40Tianjin Development Holdings Limited Annual Report 2018Nomination Committee and Appointment of Directors(Continued)According to the Articles of Association,the

328、 Board has the power at any time to appoint any person as a director either to fill a casual vacancy or as an addition to the Board.Prospective candidates are first considered by the Nomination Committee,candidates found to be suitable are then recommended to the Board for decision.In assessing the

329、suitability of the proposed candidate,the Nomination Committee will take into consideration the candidates qualification,ability and potential contributions to the Company.The following provisions set out in the terms of reference of the Nomination Committee are regarded as the key nomination criter

330、ia and principles of the Company for the nomination of directors:review the structure,size and composition(including but not limited to the skills,knowledge,experience and diversity)of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company

331、s corporate strategy;identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships,with due regard for the benefits of diversity on the Board;make recommendations to the Board on the appoint

332、ment or re-appointment of directors and succession planning for directors,in particular the Chairman and the chief executive.No new director was appointed during the year.Directors who are appointed by the Board shall hold office only until the next following general meeting(in the case of filling a

333、 casual vacancy)or until the next annual general meeting of the Company(in the case of an addition to the existing Board),and shall then be eligible for re-election.At each annual general meeting,one-third of the directors for the time being shall retire from office by rotation provided that every director shall be subject to retirement by rotation at least once every three years.Each of the direc