意达利控股(00720) - 2022 - 年度业绩

Company Overview Provides an overview of Auto Italia Holdings Limited, including its corporate structure, primary business activities, and a summary of its financial performance and position for the year ended December 31, 2022 Company Information Auto Italia Holdings Limited is a Bermuda-incorporated public company listed on the HKEX, primarily engaged in investment holding, financing, and property investment, with its automotive business terminated in April 2021 - Company Type: A public company incorporated in Bermuda, with shares listed on The Stock Exchange of Hong Kong Limited[57] - Principal Activities: Investment holding, with its subsidiaries primarily providing financing and property investment[81] - Terminated Business: The Maserati car dealership was terminated on April 26, 2021, and the automotive business is treated as a discontinued operation[81] Financial Statement Summary This section provides a high-level overview of the Group's consolidated statements of profit or loss, comprehensive income, and financial position for the year ended December 31, 2022, reflecting financial performance and year-end status - Reporting Period: Audited consolidated results for the year ended December 31, 2022, with comparative figures for the year ended December 31, 2021[4] - Presentation Currency: The consolidated financial statements are presented in Hong Kong Dollars (HK$)[101] - Going Concern Basis: The Directors have assessed that the Group has sufficient financial resources to continue as a going concern and prepared the condensed consolidated financial statements on this basis[58][62] Consolidated Statement of Profit or Loss The Group reported a total revenue of HK$29.479 million for 2022, a significant decrease from 2021, resulting in a substantial loss of HK$85.59 million, primarily due to fair value losses on investment properties and associate investments Consolidated Statement of Profit or Loss Key Data (HK$ thousand) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Total Revenue | 29,479 | 79,337 | | Cost of Sales and Services | (6,778) | (50,176) | | Gross Profit | 22,701 | 29,161 | | Other Income | 558 | 2,509 | | Other Gains and Losses | (66,678) | 7,035 | | Finance Costs | (12,296) | (11,531) | | (Loss) Profit Before Tax | (86,134) | (4,137) | | (Loss) Profit for the Year | (85,590) | (6,282) | | Loss for the Year Attributable to Owners of the Company (Continuing Operations) | (62,716) | (385) | | Loss for the Year Attributable to Owners of the Company (Discontinued Operations) | (689) | (6,755) | Loss Per Share (HK cents) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Basic and Diluted Loss Per Share (Continuing and Discontinued Operations) | (1.20) | (0.13) | | Basic and Diluted Loss Per Share (Continuing Operations) | (1.19) | (0.01) | Consolidated Statement of Comprehensive Income The Group's total comprehensive expense for 2022 significantly increased to HK$108.838 million, mainly driven by increased other comprehensive expenses from foreign currency translation differences of overseas operations Consolidated Statement of Comprehensive Income Key Data (HK$ thousand) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Loss for the Year | (85,590) | (6,282) | | Other Comprehensive Expense (Exchange differences on translation of overseas operations) | (23,248) | (2,464) | | Total Comprehensive Expense for the Year | (108,838) | (8,746) | | Total Comprehensive Expense for the Year Attributable to Owners of the Company | (74,309) | (9,509) | | Total Comprehensive (Expense) Income for the Year Attributable to Non-Controlling Interests | (34,529) | 763 | Consolidated Statement of Financial Position As of December 31, 2022, the Group's total assets less current liabilities significantly decreased to HK$424.92 million, with a net current liability of HK$294.102 million, indicating a deterioration in liquidity Consolidated Statement of Financial Position Key Data (HK$ thousand) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Total Non-Current Assets | 719,022 | 858,997 | | Total Current Assets | 63,240 | 43,314 | | Total Current Liabilities | 357,342 | 16,743 | | Net Current (Liabilities) Assets | (294,102) | 26,571 | | Total Assets Less Current Liabilities | 424,920 | 885,568 | | Total Equity | 390,926 | 495,052 | | Total Non-Current Liabilities | 33,994 | 390,516 | Financial Review and Analysis This section analyzes the Group's financial performance and position for 2022, highlighting significant changes in operating results, asset values, liabilities, and liquidity Operating Results In 2022, the Group's operating performance significantly deteriorated with a substantial decline in total revenue, reduced gross profit, and a large net loss, primarily due to fair value losses and the termination of the automotive business Revenue Total revenue for 2022 decreased by 62.86% to HK$29.479 million, primarily due to the significant reduction in revenue from the terminated automotive business, despite growth in property investment rental income Revenue Sources (HK$ thousand) | Revenue Source | 2022 | 2021 | | :------------ | :----- | :----- | | Property Investment Segment (Continuing Operations) | 28,137 | 23,337 | | Automotive Segment (Discontinued Operations) | 1,342 | 54,648 | | Financial Investment and Services Segment (Continuing Operations) | – | 1,352 | | Total Revenue | 29,479 | 79,337 | - Property Investment segment revenue increased by HK$4.8 million, mainly due to income generated by Capella after Dakota became a Group subsidiary[34] - The decrease in Automotive segment revenue was primarily due to the closure of the Maserati Hong Kong dealership in April 2021[5] - The Financial Investment and Services segment did not record any revenue as the Group cautiously conducted lending business during the market downturn to avoid potential loan defaults[35] Cost of Sales and Gross Profit Gross profit decreased by HK$6.5 million to HK$22.7 million in 2022, but the gross profit margin significantly increased to 77.0%, mainly driven by higher margins in the property investment segment Cost of Sales and Gross Profit (HK$ thousand) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Gross Profit | 22,700 | 29,200 | | Gross Profit Margin | 77.0% | 36.8% | - The decrease in gross profit was primarily due to the closure of the Maserati Hong Kong dealership in April 2021[7] - The increase in gross profit margin was mainly due to an 81.2% increase in the gross profit margin of the Property Investment segment, primarily from Capella's profit[7] Other Income Other income for 2022 was HK$0.6 million, a net decrease of HK$1.9 million from 2021, primarily due to reduced non-recurring commission income Other Income (HK$ thousand) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Other Income | 600 | 2,500 | - The net decrease of HK$1.9 million was mainly due to a non-recurring commission income of HK$1.6 million[99] Other Gains and Losses The Group recorded a net loss of HK$66.7 million from other gains and losses in 2022, a significant shift from a net gain in 2021, mainly due to fair value losses on investment properties and associate investments Other Gains and Losses (HK$ thousand) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Net Loss from Other Gains and Losses | (66,700) | 7,000 | | Fair Value (Loss) Gain on Investment Properties | (55,449) | 1,238 | | Fair Value (Loss) Gain on Investments in Associates | (12,530) | 1,427 | Selling and Distribution Costs and Administrative Expenses Selling and distribution costs and administrative expenses decreased by HK$5.7 million to HK$21.6 million in 2022, but their proportion to revenue increased to 73.2%, mainly due to reduced depreciation and staff costs, partially offset by increased share-based payments Selling and Distribution Costs and Administrative Expenses (HK$ thousand) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Selling and Distribution Costs and Administrative Expenses | 21,600 | 27,300 | | Percentage of Revenue | 73.2% | 34.4% | - The net decrease of HK$5.7 million was mainly due to reduced depreciation of right-of-use assets, staff-related costs in the automotive segment, and legal and professional fees, partially offset by an increase in share-based payments[138] Other Expenses Other expenses in 2022 primarily consisted of legal and professional fees incurred due to the termination of the proposed acquisition of VMS Auto Italia Fin Services Holdings Limited - Other expenses refer to legal and professional fees incurred during the years ended December 31, 2022, and 2021, for the proposed acquisition of the entire issued share capital of VMS Auto Italia Fin Services Holdings Limited[40] - The acquisition was subsequently terminated on November 25, 2022, by a termination deed[118] Finance Costs Finance costs increased to HK$12.3 million in 2022, primarily due to higher interest expenses from Capella's registered owner and loan arrangement fees, partially offset by reduced bond interest Finance Costs (HK$ thousand) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Interest on Bank and Other Borrowings | 8,056 | 5,903 | | Interest on Corporate Bonds | – | 1,775 | | Interest on Promissory Notes | 2,891 | 2,885 | | Interest on Loan from Non-Controlling Shareholder of a Subsidiary | 884 | 670 | | Loan Arrangement Fees | 465 | – | | Total | 12,296 | 11,233 | - Finance costs increased to HK$12.3 million (2021: HK$11.5 million), mainly due to increased interest expenses incurred by Capella's registered owner[141] - The increase in finance costs was partially offset by a HK$1.8 million decrease in bond interest expenses[141] Taxation Taxation for continuing operations in 2022 resulted in a gain of HK$0.814 million, a shift from an expense of HK$2.139 million in 2021, mainly due to changes in deferred tax Taxation (HK$ thousand) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Current Tax (Hong Kong) | 83 | 162 | | Current Tax (Other Jurisdictions) | – | 215 | | Over-provision in Prior Years (Hong Kong) | (60) | (10) | | Deferred Tax | (837) | 1,772 | | Taxation for Continuing Operations | (814) | 2,139 | Loss Per Share Basic and diluted loss per share from continuing and discontinued operations significantly increased to HK$0.012 in 2022 from HK$0.0013 in 2021, with a similar trend for continuing operations Loss Per Share (HK cents) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Basic and Diluted Loss Per Share (Continuing and Discontinued Operations) | (1.20) | (0.13) | | Basic and Diluted Loss Per Share (Continuing Operations) | (1.19) | (0.01) | Loss Attributable to Shareholders Loss attributable to shareholders significantly increased to HK$63.405 million in 2022, primarily due to unrealized net fair value losses on investment properties and investments in associates measured at fair value Loss Attributable to Owners of the Company (HK$ thousand) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Loss Attributable to Owners of the Company | (63,405) | (7,140) | - The increase in loss was primarily due to unrealized net fair value losses on investment properties and unrealized fair value losses on investments in associates measured at fair value[142] Financial Position The Group's financial position significantly deteriorated in 2022, marked by a substantial increase in net current liabilities, a decrease in total equity, and a higher debt-to-equity ratio, driven by fair value losses on investment properties and increased borrowings Investment Properties The carrying value of investment properties decreased to HK$470.211 million as of December 31, 2022, primarily due to a net fair value loss of HK$55.449 million and exchange adjustments Investment Properties Carrying Value (HK$ thousand) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Investment Properties Carrying Value | 470,211 | 579,155 | - Net fair value loss: (HK$55,449) thousand (2021: gain of HK$1,238 thousand)[44] - Exchange adjustments: (HK$53,495) thousand (2021: (HK$8,451) thousand)[44] Rental and Other Receivables Total rental and other receivables increased to HK$13.873 million as of December 31, 2022, with HK$4.315 million classified as current assets, and no overdue rental receivables at year-end Rental and Other Receivables (HK$ thousand) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Rental Receivables | 11,938 | 14,827 | | Utilities and Lease Deposits | 130 | 123 | | Prepayments and Other Receivables | 1,805 | 549 | | Amount Classified as Current Assets | 4,315 | 2,551 | - As of December 31, 2022, there were no overdue rental receivables[43] Trade and Other Payables Total trade and other payables slightly increased to HK$17.143 million as of December 31, 2022, with increases in accrued expenses and rental income received in advance Trade and Other Payables (HK$ thousand) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Trade Payables | 48 | 10 | | Customer Deposits | – | 236 | | Accrued Expenses | 3,647 | 2,903 | | Rental Income Received in Advance | 5,517 | 5,114 | | Other Payables | 7,931 | 8,442 | | Total | 17,143 | 16,705 | - Other payables include refundable customer deposits of HK$5.114 million (2021: HK$7.281 million) related to the terminated automotive business[45] Bank and Other Borrowings Total bank and other borrowings slightly increased to HK$336.143 million as of December 31, 2022, with a significant portion secured and a substantial increase in current liabilities due within one year Bank and Other Borrowings (HK$ thousand) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Bank Borrowings | 30,586 | – | | Other Borrowings | 305,557 | 334,529 | | Total | 336,143 | 334,529 | | Secured | 331,094 | 334,529 | | Unsecured | 5,049 | – | | Repayable Within One Year (Other Borrowings) | 300,508 | – | | Repayable Within One Year (Bank Borrowings) | 1,911 | – | - Bank borrowings represent a new loan secured by an investment property in Hong Kong and pledged bank deposits, repayable over 3 years with an immediate repayment clause[146] - Other borrowings of HK$300.5 million and a loan from a non-controlling member of a subsidiary are due in May 2023[146] Promissory Notes The balance of promissory notes decreased to HK$27.5 million as of December 31, 2022, following a principal repayment of HK$17 million, with noteholders intending to extend the maturity date Promissory Notes Balance (HK$ thousand) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Promissory Notes Balance | 27,500 | 44,500 | - Unsecured promissory notes totaling HK$53.5 million were issued in March 2021 to acquire an additional 27.49% equity interest in Dakota RE II, maturing in March 2024 and bearing interest at 8% per annum[20] - During the year ended December 31, 2022, the Group early repaid HK$17 million of the principal amount[20] - The noteholders intend to extend the maturity date by another two years from March 2024 to March 2026[20][85] Loan from Non-Controlling Shareholder of a Subsidiary The loan from a non-controlling shareholder of a subsidiary slightly decreased to HK$9.105 million as of December 31, 2022, and the non-controlling shareholder agreed to extend its maturity by one year Loan from Non-Controlling Shareholder of a Subsidiary (HK$ thousand) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Loan from Non-Controlling Shareholder of a Subsidiary | 9,105 | 9,205 | - The loan is unsecured, due in May 2023, and bears interest at 10% per annum[31] - The non-controlling shareholder of a subsidiary agreed to extend the loan by another year from May 2023 to May 2024[31][83] Liquidity and Financial Resources As of December 31, 2022, the Group faced liquidity challenges with net current liabilities of HK$294.102 million, and management is actively pursuing refinancing and increasing committed facilities to mitigate this - As of December 31, 2022, the Group had net current liabilities of HK$294,102,000[58] - Management is discussing the refinancing of other borrowings of HK$300,508,000 with existing lenders and other financial institutions[82] - The Group has available undrawn committed other borrowing facilities of HK$25 million, further increased by HK$30 million to HK$55 million in March 2023[61] - The Group's debt-to-equity ratio increased from 78.4% as of December 31, 2021, to 95.4% as of December 31, 2022[145] Cash Flow and Cash Equivalents Cash and cash equivalents, including pledged bank deposits, increased to HK$44.3 million as of December 31, 2022, primarily funded by cash generated from operations and borrowings Cash and Cash Equivalents (HK$ thousand) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Cash and Cash Equivalents (including pledged bank deposits) | 44,300 | 39,300 | - The Group funds its operations and investments through cash generated from its businesses, as well as bank and other borrowings[121] - Cash and cash equivalents are denominated in GBP (88.9%), HK$ (8.6%), and RMB (2.4%)[122] Pledge of Assets As of December 31, 2022, the Group had bank deposits and properties totaling HK$471.7 million pledged as collateral for related borrowings - As of December 31, 2022, certain bank deposits and properties totaling HK$471.7 million (2021: properties totaling HK$517.2 million) were pledged as collateral for related borrowings[149] Capital Commitments, Contingent Liabilities The Group had no capital commitments or significant contingent liabilities as of December 31, 2022, and December 31, 2021 - As of December 31, 2022, and December 31, 2021, the Group had no capital commitments or significant contingent liabilities[150] Foreign Exchange Risk In 2022, the Group recorded a negative exchange difference of approximately HK$14.9 million from foreign currency translation, managing this risk by matching debt currency with pledged assets and revenue - A negative exchange difference of approximately HK$14.9 million (2021: negative exchange difference of approximately HK$3 million) arose from the translation of foreign currency operations during the year[148] - The Group manages its foreign exchange risk by monitoring the matching of debt currency with (i) pledged assets; and (ii) debt-servicing income generated from business activities[128] - Loans secured by Scottish properties are denominated in GBP and repaid with GBP-denominated income from Scotland[128] Business Review and Outlook This section reviews the performance of the Group's operating segments, significant corporate actions, and outlines its strategic outlook amidst economic uncertainties Operating Segments The Group's current operating segments include property investment, financial investment and services, life sciences investment, and a re-expanded automotive business through a new acquisition, despite the termination of its Hong Kong dealership in 2021 - The Group has two continuing operating segments: Property Investment and Financial Investment and Services[68][106] - The Automotive operating segment was discontinued last year[91] Property Investment Segment The Property Investment segment's revenue increased by 20.57% to HK$28.137 million in 2022, with the Group continuing to generate rental income from properties in Hong Kong and Scotland, and successfully extending a Hong Kong lease Property Investment Segment Revenue (HK$ thousand) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Property Investment Segment Revenue | 28,137 | 23,337 | - The Group continued to receive rental income of HK$2.2 million (Hong Kong) and HK$25.9 million (Scotland) respectively (2021: HK$2 million and HK$21.3 million respectively) from leasing investment properties[176] - The Group successfully extended the Hong Kong lease with its tenant for 2 years, from June 1, 2023, to May 31, 2025, with a 3% increase in rent[176] - As of December 31, 2022, approximately 94% of Capella's net internal area was subject to multiple lease agreements, with total annual rent of approximately £2.9 million and a weighted average unexpired lease term of 5.84 years before expiry[134] Financial Investment and Services Segment The Financial Investment and Services segment recorded no revenue in 2022, reflecting a cautious strategy during market downturns to avoid potential loan defaults, while maintaining a valid money lender's license Financial Investment and Services Segment Revenue (HK$ thousand) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Financial Investment and Services Segment Revenue | – | 1,352 | - During the current market downturn, the Group cautiously conducted its lending business to avoid potential loan defaults and bad debts[35] - As of December 31, 2022, and 2021, the Group had no outstanding guaranteed loans to customers[35][135] - The Group holds a valid money lender's license, which was successfully renewed in February 2023[156] Life Sciences Investment Segment The Life Sciences Investment segment, through associate Chime Biologics Limited (CBL), achieved unaudited consolidated revenue of US$36.5 million in 2022, secured drug registration for commercial production, and developed high-productivity cell lines Chime Biologics Limited (CBL) Key Data | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Unaudited Consolidated Revenue | US$36.5 million | US$21.5 million | | Investment Fair Value | HK$237.4 million | HK$249.5 million | | Percentage of Group's Total Assets | 30.3% | 27.7% | - In July 2022, CBL obtained drug registration approval for the commercial production of its first anti-PD-1 antibody, making it one of the few CDMOs in China qualified for commercial antibody drug production[136] - In April 2022, CBL's Shanghai R&D center successfully developed cell lines with extremely high productivity (8-10g/L), significantly exceeding the industry average of 3-5g/L[157] - The newly constructed Phase III Good Manufacturing Practice (GMP-3) facility was expected to be operational in Q2 2022, and the Phase II Drug Product (DP-2) facility is anticipated to commence operations in Q1 2023, expanding capacity and capabilities[178] Automotive Segment The Automotive segment's revenue significantly decreased to HK$1.3 million in 2022 due to the termination of the Maserati Hong Kong dealership in April 2021, but the Group announced the acquisition of a 51% stake in Wuhan Junyi to expand its Maserati 4S dealership network in China Automotive Segment Revenue (HK$ thousand) | Indicator | 2022 | 2021 | | :------------ | :----- | :----- | | Automotive Segment Revenue | 1,300 | 54,600 | - The decrease in revenue was primarily due to the closure of the Maserati Hong Kong dealership in April 2021[5] - On December 28, 2022, the Group announced an agreement with an independent third party to acquire a 51% equity stake in Wuhan Junyi Auto Sales and Services Co., Ltd[5][137] - Wuhan Junyi primarily operates Maserati 4S dealership businesses in China, with a dealership network covering Wuhan City[5][159] Significant Acquisitions and Disposals In 2022, the Group terminated a major acquisition of VMS Auto Italia Fin Services Holdings Limited but successfully acquired a 51% equity stake in Wuhan Junyi Auto Sales and Services Co., Ltd. to expand its automotive dealership network Termination of Acquisition of VMS Auto Italia Fin Services Holdings Limited The proposed HK$960 million acquisition of VMS Auto Italia Fin Services Holdings Limited, signed in November 2021, was terminated in November 2022 due to sensitive market sentiment and volatility, without a new listing application being submitted - On November 26, 2021, Racing Time Limited, an indirect wholly-owned subsidiary of the Company, entered into an agreement with VMS Holdings Limited to acquire the entire issued share capital of VMS Auto Italia Fin Services Holdings Limited for HK$960 million[182] - This acquisition constituted a very substantial acquisition and a reverse takeover, and the Company was deemed a new listing applicant under Rule 14.54 of the Listing Rules[183] - Considering recent sensitive market sentiment and market volatility at relevant critical junctures, the Company did not submit an updated new listing application, and the agreement was terminated on November 25, 2022[162] Acquisition of Wuhan Junyi Auto Sales and Services Co., Ltd. The Group acquired a 51% equity stake in Wuhan Junyi Auto Sales and Services Co., Ltd. for RMB10.2 million in December 2022, completed in February 2023, to expand its Maserati 4S dealership network in Wuhan, China - On December 28, 2022, Li Kuai Jun Investment Consulting (Shanghai) Co., Ltd., an indirect wholly-owned subsidiary of the Company, entered into an agreement with Yuntian (China) Investment Co., Ltd. to acquire a 51% equity stake in Wuhan Junyi Auto Sales and Services Co., Ltd. for a consideration of RMB10.2 million[184] - Wuhan Junyi primarily engages in Maserati 4S dealership businesses for high-end brands in China, with a dealership network covering Wuhan City[184] - The acquisition of Wuhan Junyi was completed on February 17, 2023, and Wuhan Junyi has become a subsidiary of the Company[164] - This acquisition is a strategic investment for the Group, expanding its Maserati automotive dealership network in China[159] Business Outlook Facing economic uncertainties from rising interest rates and geopolitical tensions, the Group will continue to prudently monitor the impact of COVID-19 and actively explore potential business opportunities to deliver long-term shareholder value - The macroeconomic environment remains challenging for the Group, primarily due to economic uncertainties arising from concerns over rising interest rates and geopolitical tensions[181] - The Group will continue to monitor the impact of COVID-19 on its business operations and financial position[181] - The Group will continue to explore potential business opportunities to deliver long-term value growth for shareholders[181] Corporate Governance and Compliance The Group is committed to maintaining an effective corporate governance structure, complying with all code provisions in 2022, with the exception of the Chairman and CEO roles being combined, which the Board believes provides strong and consistent leadership Dividends The Directors did not recommend or declare any final or interim dividends for the year ended December 31, 2022 - No dividends were paid or proposed for the ordinary shares of the Company for the year ended December 31, 2022 (2021: nil)[21] - The Directors do not recommend the payment of a final dividend for the year ended December 31, 2022 (2021: nil)[187] - No interim dividends were paid for the year ended December 31, 2022 (2021: nil)[187] Securities Transactions Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during 2022, and Directors confirmed compliance with the Model Code for securities transactions - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the year ended December 31, 2022[188] - The Company has adopted the Model Code as the standard for Directors' dealings in the Company's securities[191] - Following specific enquiries made by the Company to all Directors, they confirmed compliance with the standards set out in the Model Code during the year ended December 31, 2022[191] Corporate Governance The Company complied with all Corporate Governance Code provisions in 2022, except for the combined roles of Chairman and CEO, which the Board believes provides strong leadership without concentrating power - The Company complied with all Corporate Governance Code provisions for the year ended December 31, 2022, except for the deviation from Code Provision C.2.1, which stipulates that the roles of Chairman and Chief Executive Officer should be separate and not performed by the same individual[189] - Mr. Chong Tin Lung, Benny serves as both Executive Chairman and Chief Executive Officer, and the Board believes that combining these roles provides strong and consistent leadership for the Group, facilitating the implementation and execution of its business strategies[166] - Despite the combined roles of Executive Chairman and Chief Executive Officer, power and authority are not concentrated, as all major decisions are made after consulting the Board and appropriate Board committees[166] Audit and Annual General Meeting The Audit Committee reviewed the Group's audited consolidated financial statements for 2022, and the upcoming Annual General Meeting is scheduled for May 24, 2023, with a book closure period for voting rights - The Audit Committee reviewed the Group's audited consolidated financial statements for the year ended December 31, 2022, including the accounting principles and practices adopted by the Group, and discussed risk management, internal controls, and financial reporting matters during the review[192] - The upcoming Annual General Meeting will be held on Wednesday, May 24, 2023[193] - To determine the eligibility of shareholders to attend and vote at the upcoming Annual General Meeting, the Company will suspend share transfer registration from Thursday, May 18, 2023, to Wednesday, May 24, 2023 (both dates inclusive)[193] - Deloitte Touche Tohmatsu, the Group's auditor, has agreed to the figures for the consolidated statement of financial position, consolidated statement of profit or loss, consolidated statement of profit or loss and other comprehensive income, and related notes for the year ended December 31, 2022, as presented in the preliminary announcement[201] Notes and Glossary This section provides detailed notes to the consolidated financial statements and a glossary of key terms and abbreviations to ensure consistent understanding of the report content Notes to the Consolidated Financial Statements This section includes detailed notes on general information, application of HKFRSs amendments, revenue recognition, segment information, other gains and losses, finance costs, taxation, loss per share, investment properties, receivables, payables, borrowings, promissory notes, and dividends - The Company's principal activity is investment holding, with its subsidiaries primarily providing financing and property investment[81] - The Group first adopted amendments to Hong Kong Financial Reporting Standards (HKFRSs) issued by the Hong Kong Institute of Certified Public Accountants, mandatory for annual periods beginning on or after January 1, 2022, which had no significant impact on the Group's financial position, performance, and/or disclosures in these consolidated financial statements for the current and prior years[64][102] - The Group has two continuing operating segments: Property Investment; and Financial Investment and Services[68][106] - The Automotive operating segment was discontinued last year[91] Glossary This section defines key terms and abbreviations used throughout the report, ensuring clarity and consistent understanding for readers - Definitions are provided for terms such as "Acquisition", "Agreement", "Annual General Meeting", "Associate", "Audit Committee", "Board", "Capella", "Automotive Segment", "CBL", "Corporate Governance Code", "Chief Operating Decision Maker", "Company", "Connected Person", "Connected Transaction", "Consideration Shares", "Controlling Shareholder", "COVID-19", "Dealership Business", "Directors", "Expected Credit Loss", "Executive Chairman", "Executive Director", "Financial Investment and Services Segment", "GBP", "Group", "HKFRSs", "HK$", "Hong Kong", "Latest Practicable Date", "Life Sciences Investment Segment", "Independent Non-executive Director", "Listing Rules", "Maserati", "Model Code", "PRC", "Litigation", "Purchaser", "Property Investment Segment", "Shares", "Shareholder", "Stock Exchange", "Substantial Shareholder", "Subsidiary", "Target Company", "Vendor", "US$", and "%"[169][195][203][204][170][171][172][199][200][205][206][207][208]