长实集团(01113) - 2022 - 年度财报

Financial Performance - Group revenue for 2022 was HKD 56,341 million, a decrease from HKD 62,094 million in 2021[3] - Shareholders' profit attributable for 2022 was HKD 21,683 million, compared to HKD 21,241 million in 2021[3] - Earnings per share for 2022 were HKD 5.98, up from HKD 5.77 in 2021[3] - Total dividends per share for 2022 were HKD 2.28, compared to HKD 2.20 in 2021[3] - Shareholders' profit for the year 2022 was HK$21.683 billion, an increase of 3.6$21.241 billion in 2021[14][15] - The proposed final dividend for 2022 is HK$1.85 per share, with a total annual dividend of HK$2.28 per share, representing a 3.6% increase from 2021[14][16] - The company's property sales revenue for the year was HK$25.756 billion, a decrease from HK$37.798 billion in 2021[33] - The company's revenue for the year was HK$10.339 billion, a decrease from HK$18.146 billion in 2021[34] - The company's share of joint venture revenues for the year was HKD 22.889 billion, an increase from HKD 20.867 billion in 2021[51] - The company's profit for the year was HKD 7.486 billion, up from HKD 6.934 billion in 2021[51] - The company's total bank and other borrowings at year-end were HKD 48.6 billion, a decrease of HKD 47.9 billion from the previous year[56] - The company held a net cash surplus of HKD 12.6 billion at year-end, with bank balances and fixed deposits totaling HKD 61.2 billion[56] - The company repurchased 49,342,500 shares on the Hong Kong Stock Exchange for a total consideration of HK$2.470 billion[32] - The company repurchased a total of 49,342,500 shares on the Hong Kong Stock Exchange for a total consideration of HKD 2,470,484,493.05 (excluding fees) during 2022[139] - The company redeemed GBP 420 million of the GBP 850 million unsecured fixed-rate notes due in 2025, with the remaining GBP 430 million redeemed in full by March 31, 2022[137] - The company redeemed HKD 1.45 billion of the HKD 5 billion Euro Medium Term Note Program with an annual interest rate of 2.25$30 billion in 2021 and 2022 to acquire four government land parcels and two redevelopment projects in Hong Kong[18] - The company completed several property developments in 2022, including "名日．九肚山" with a gross floor area of 244,084 sq. ft. and "海逸豪庭" with 932,186 sq. ft., both with 100% and 99.8% ownership respectively[27] - The company expects to complete several property developments in 2023, including the "波老道項目" with 149,123 sq. ft. and "LYOS" with 138,876 sq. ft., both with 100% ownership[28] - In March 2022, the company successfully acquired four redevelopment projects in Kowloon, covering a total area of 58,534 sq. ft., with an estimated total gross floor area of 526,807 sq. ft.[29] - The company sold 37 strata units in Singapore for a total consideration of S$88 million (approximately HK$501 million)[31] - The company sold a development project in Hong Kong for HK20.766 billion[31] - The company acquired a land parcel in Tuen Mun, Hong Kong, with a site area of approximately 362,883 square feet, for residential development[31] - The company acquired a development project in Sai Ying Pun, Hong Kong, with a site area of approximately 16,864 square feet[32] - The company acquired three land parcels in Kai Tak, Hong Kong, with a total site area of approximately 214,406 square feet, for residential and commercial development[32] - The company expects property sales to be recognized in 2023 upon completion of transactions for projects such as Hong Kong's Flyover Phase 1, Ming Ri Kowloon Tong, and LYOS[35] - Contracted but unconfirmed property sales as of December 31, 2022, totaled HKD 14,886 million, with HKD 8,182 million in Hong Kong, HKD 3,510 million in Mainland China, and HKD 3,194 million overseas[36] - The group's property rental income for the year was HKD 5,843 million, a decrease of HKD 850 million from the previous year, primarily due to the impact of the pandemic on retail and office rentals[37] - Investment property portfolio as of year-end totaled 17.1 million square feet, with 13.1 million square feet in Hong Kong, 1.9 million square feet in Mainland China, and 2.1 million square feet overseas[40] ESG and Sustainability - The company achieved an MSCI ESG rating of "A" in 2022 and received green building certifications for several residential projects[23] - Greene King committed to achieving net-zero emissions by 2040, with other infrastructure and utility assets aiming for net-zero between 2027 and 2050[23] - The company has established a Corporate Social Responsibility Policy and Environmental Policy to guide its environmental protection efforts[105] - Greene King established an Environmental, Social, and Governance (ESG) Committee in 2022 to oversee all ESG matters[108] - Greene King formed a Regulatory Transformation Team in 2022 to manage compliance with new regulations, including deposit return schemes in Scotland (expected to start in August 2023) and England & Wales (expected to start in October 2025)[108] - Greene King engaged EY to conduct a comprehensive review of ESG regulations and prepare monthly horizon scanning reports for new or amended regulations[108] - The company's property projects "Sea to Sky" and "Ocean Pride" received the "Final Gold" rating under the "BEAM Plus New Buildings" assessment, while existing projects like "Fortune Metropolis," "Laguna City Mall," and "Coastal Skyline" achieved "Excellent" ratings in the "Operation and Management" category under the "BEAM Plus Existing Buildings 2.0" assessment[105] - Greene King's menu offers at least ten dishes under 500 calories to support healthy and balanced diets[106] - The company prioritizes environmentally certified products in its procurement activities, such as organic fertilizers and paper from sustainable forests[106] - The company provides special paid leave to encourage employees to receive COVID-19 vaccinations[106] - The company conducts regular customer surveys to improve service levels and respond quickly to changing customer preferences[106] - Greene King conducted over 500 routine inspections in 2022 with no enforcement actions taken by regulators[108] - Greene King implemented mandatory training for all non-pub employees in 2022 to enhance compliance with the UK Bribery Act and Equality Act[109] Corporate Governance and Leadership - The company's Board of Directors consists of 16 members, including 8 executive directors and 8 independent non-executive directors, with over one-third being independent non-executive directors[156] - The Board of Directors is responsible for shaping and monitoring corporate culture, setting long-term strategic goals, and ensuring effective communication with shareholders and stakeholders[155] - The company has appointed new independent non-executive directors, including Ms. Kwok Li Yee Wah and Ms. Sun Poon Sau Mei, effective from May 20, 2022, and Mr. Lam Siu Hong, effective from October 27, 2022[156] - The Chairman and Managing Director, Mr. Li Ka-shing, continues to provide insights and wisdom on major group matters as a senior advisor after stepping down as Chairman[157] - The Chairman ensures that the Board of Directors effectively fulfills its duties, encourages open discussion, and fosters a constructive relationship between executive and non-executive directors[158] - The company's Board of Directors held four regular meetings in 2022, with all directors attending the Annual General Meeting on May 19, 2022[161] - The Executive Committee, chaired by the Chairman and Managing Director, consists of all executive directors and six general managers, responsible for evaluating acquisitions and investments[159] - Directors can attend Board meetings in person, via phone, or electronic communication, with no proxies used in 2022[163] - The Chairman held two separate meetings with independent non-executive directors in May and November 2022, without the presence of other directors[164] - The company's Articles of Association require directors to declare interests, and significant conflicts are handled according to applicable rules and regulations[161] - New independent non-executive directors were appointed on May 20, October 27, and December 31, 2022[160] - The company provides monthly updates and other materials to directors to keep them informed of the latest business developments[163] - The Board of Directors meets at least four times a year, with meeting notices sent at least 14 days in advance[161] - The company's Articles of Association are available in both English and Chinese on the company and HKEX websites[163] - The Executive Committee has sufficient resources to fulfill its duties and can seek independent professional advice when necessary[159] - The board consists of 16 members, with 8 being independent non-executive directors, accounting for 50% of the board[166] - Independent non-executive directors provide independent insights on strategy, performance, accountability, and governance, and regularly review major board decisions and financial performance[166] - The company ensures board independence by regularly evaluating the independence of non-executive directors in accordance with listing rules[167] - The chairman holds two exclusive meetings annually with independent non-executive directors to discuss governance and other issues without the presence of executive directors or management[168] - Directors are encouraged to participate in continuous professional development, with tailored training provided by the company to update their knowledge and skills[169] - Directors primarily engage in professional development through reading company-prepared materials, attending seminars, and reviewing industry-specific publications[170] - The company has established five board committees: Audit Committee, Remuneration Committee, Nomination Committee, Sustainability Committee, and Executive Committee, each with defined terms of reference[173] - Independent non-executive directors held various roles in the board committees during 2022, with specific members serving as chairs or members of different committees[174] - The company secretary plays a crucial role in corporate governance, providing compliance advice, and facilitating communication between the board, management, and stakeholders[175] - The company secretary ensures that the company's policies and procedures align with its values and strategic objectives, supporting the implementation of corporate culture[175] - The company secretary organizes regular training for directors and management on regulatory developments and specific topics relevant to the company's business[175] - The company secretary maintains detailed records of board and committee meetings, with draft and final minutes distributed to members for review and approval[175] - The company secretary is a member of the Executive Committee and Sustainability Committee, with appointment and removal subject to board approval[176] - The company has adopted a standard code for securities transactions by directors, ensuring compliance with regulatory requirements[172] - Directors confirmed their adherence to the standard code for securities transactions during the year ended December 31, 2022[172] - The company has implemented written guidelines for employee securities transactions, consistent with the standard code and applicable regulations[172] - The company publishes semi-annual financial results within two months after the end of the relevant period and annual financial results within three months after the end of the fiscal year[177] - The company does not consider quarterly financial reporting necessary, as it believes it does not appropriately reflect the actual performance of the company due to the multi-year development cycle of real estate projects[178] - The Audit Committee consists of 6 independent non-executive directors, with over one member possessing appropriate professional qualifications or expertise in accounting or financial management[179] - The Audit Committee held four meetings in 2022, with attendance rates as follows: Chairman Zhang Yingchao (4/4), Zhou Nianmao (2/4), Hung Siu-lin (4/4), Lo Si-lok (3/3), Lo Pik-sze (4/4), and Pak Sing-man (4/4)[180] - The Audit Committee reviewed the 2021 annual and 2022 interim financial reports, as well as the unaudited financial results for the first and third quarters of 2022[181] - The Audit Committee reviewed the internal audit results and recommendations submitted by the company's internal audit department, including updates on remedial actions[181] - The Audit Committee evaluated the effectiveness of the company's risk management and internal control systems[181] - The Audit Committee reviewed the audit results and fees of the external auditors[181] - The Audit Committee reviewed the risks of different business departments and the analysis provided by the relevant departments and internal audit[181] - The Audit Committee reviewed the company's corporate governance policies, including anti-fraud, anti-bribery, anti-money laundering, and information security policies[182] - The company's external auditor, Deloitte Touche Tohmatsu, provided audit services, tax services, and consulting services for HKD 36 million, HKD 3 million, and HKD 27 million respectively in 2022[183] - The company's risk management system was reviewed and improved in 2022, with a focus on preventing and detecting significant misstatements or losses[185] - The company established a dedicated risk management team to oversee the operation of the enterprise risk management system[186] - The company's risk management policy provides guidance on identifying, prioritizing, and addressing significant risks, including environmental, social, and governance risks[186] - The company's audit committee reviewed and confirmed the fulfillment of corporate governance functions, including compliance with legal and regulatory requirements[184] - The company adopted modifications to its corporate governance policies, including the shareholder communication policy, anti-money laundering policy, sanctions compliance policy, and whistleblowing policy[184] - The company's risk management system follows a "top-down" approach, with oversight from the board of directors, audit committee, risk management team, and department heads[186] - The company's audit committee recommended the reappointment of Deloitte as the external auditor for 2023[183] - The company's risk management system ensures accountability and information flow across all levels and departments, including overseas subsidiaries[186] - The company's risk management activities are a key element of its corporate governance practices, with continuous improvement efforts to ensure system effectiveness[186] - The company's Board of Directors is fully responsible for ensuring the soundness and effectiveness of the Group's risk management and internal control systems, including setting and communicating the Group's strategy and objectives[187] - The Audit Committee plays a crucial role in overseeing the enterprise risk management system, including reviewing and approving risk management policies and conducting annual reviews of the system's effectiveness[187] - The Risk Management Task Force, led by an Executive Director, is responsible for assisting the Board and Audit Committee in monitoring the enterprise risk management system and ensuring its integration into daily operations[187] - The Internal Audit Department conducts independent assessments of the Group's enterprise risk management system and provides recommendations for improvement[187] - The company adopts the COSO Enterprise Risk Management Framework to integrate risk management activities into business and decision-making processes[189] - The risk assessment process involves four main stages: risk identification, risk assessment, risk response, and continuous communication and monitoring[189][190][191][192] - Department/function heads and overseas subsidiaries are responsible for managing risks in daily operations and integrating appropriate risk management procedures into their activities[188] - The company conducts semi-annual self-assessment procedures to evaluate the effectiveness of financial reporting controls, operational efficiency, and compliance with relevant laws and regulations[188] - The Internal Audit Department prepares an annual audit plan based on risk ratings and submits it to the Audit Committee for approval before execution[188] - The company ensures that resources allocated to departments/functions/overseas subsidiaries are sufficient to fulfill risk management activities in accordance with the risk management policy[187] - The company has adopted four types of risk mitigation strategies: acceptance, reduction, sharing, and avoidance, depending on the significance and manageability of the risks[193] - The company's risk management system is continuously monitored and reported to ensure its effectiveness, with internal audits conducted to review risk mitigation plans[194] - The company has established procedures for communicating risk events internally and externally, ensuring timely and accurate information dissemination[195] - The board of directors has confirmed the effectiveness of the company's risk management and internal control systems as of December 31, 2022[196] - The company maintains a zero-tolerance policy towards bribery, corruption, and fraud, with comprehensive governance policies in place to ensure compliance[197] - The nomination committee, chaired by an independent non-executive director, is responsible for reviewing the board's structure, diversity, and succession planning[198] - The nomination committee recommended the appointment of three new independent non-executive directors in 2022[200] Business Operations and Strategy - The company strategically exited the aircraft leasing industry and reinvested the proceeds into real estate projects, acquiring high-quality land reserves to strengthen its long-term real estate business[17] - Hotel and serviced suite business revenue increased significantly in 2022 due to innovative strategies and the easing of travel restrictions[20] - Greene King, the UK pub business, contributed HK835 million in revenue in 2022, showing improvement from 2021 despite challenging operating conditions[21] - Infrastructure and utility assets business revenue increased in 2022, with CK William, Reliance Home Comfort, and ista contributing HK$1.419 billion, HK$1.408 billion, and HK$1.179 billion respectively[22] - The company completed the sale of its aircraft leasing business, recording a post-tax