激成投资(00184) - 2022 - 年度业绩

Performance Highlights The company achieved a significant turnaround in 2022, reporting a consolidated profit attributable to equity holders and an increased final dividend Consolidated Profit ITC Properties Group Limited achieved a turnaround in 2022, with consolidated profit attributable to equity holders reaching HKD 76,302,000, a significant improvement from the consolidated loss of HKD 194,724,000 in 2021 Consolidated Profit Attributable to Equity Holders and Basic Earnings Per Share | Metric | 2022 (HKD thousands) | 2021 (HKD thousands) | | :--- | :--- | :--- | | Consolidated profit/(loss) attributable to equity holders | 76,302 | (194,724) | | Basic earnings/(loss) per share (HKD) | 0.224 | (0.572) | Final Dividend The Board recommended a final dividend of HKD 0.05 per share for 2022, an increase from HKD 0.04 per share in 2021 Final Dividend Distribution | Year | Final Dividend Per Share (HKD) | | :--- | :--- | | 2022 | 0.05 | | 2021 | 0.04 | Consolidated Financial Statements This section presents the company's consolidated financial performance, position, and cash flows for the reporting period Consolidated Statement of Profit or Loss In 2022, the company's revenue significantly increased by 196% to HKD 1,429,488 thousand, operating profit turned from a loss in 2021 to a profit of HKD 162,126 thousand, resulting in a profit for the year of HKD 124,199 thousand Key Data from Consolidated Statement of Profit or Loss | Metric | 2022 (HKD thousands) | 2021 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 1,429,488 | 482,878 | | Operating profit/(loss) | 162,126 | (202,555) | | Profit/(loss) for the year | 124,199 | (184,204) | | Attributable to equity holders of the Company | 76,302 | (194,724) | | Attributable to non-controlling interests | 47,897 | 10,520 | | Basic and diluted earnings/(loss) per share (cents) | 22.4 | (57.2) | Consolidated Statement of Profit or Loss and Other Comprehensive Income In 2022, the company's total comprehensive income was HKD 86,663 thousand, a significant improvement from the total comprehensive loss of HKD 181,639 thousand in 2021, primarily due to the profit for the year turning positive despite negative other comprehensive income Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2022 (HKD thousands) | 2021 (HKD thousands) | | :--- | :--- | :--- | | Profit/(loss) for the year | 124,199 | (184,204) | | Other comprehensive income for the year | (37,536) | 2,565 | | Total comprehensive income for the year | 86,663 | (181,639) | | Attributable to equity holders of the Company | 42,767 | (193,833) | | Attributable to non-controlling interests | 43,896 | 12,194 | Consolidated Statement of Financial Position As of the end of 2022, the company's total assets slightly decreased, but net assets maintained stable growth, with non-current assets decreasing and current assets increasing, while current liabilities significantly rose, resulting in negative net current assets Key Data from Consolidated Statement of Financial Position | Metric | 2022 (HKD thousands) | 2021 (HKD thousands) | | :--- | :--- | :--- | | Non-current assets | 3,898,913 | 4,003,139 | | Current assets | 1,736,983 | 1,575,885 | | Current liabilities | 1,839,200 | 720,277 | | Net current assets/(liabilities) | (102,217) | 855,608 | | Net assets | 3,552,646 | 3,536,687 | | Total equity | 3,552,646 | 3,536,687 | Notes to the Financial Statements This section provides detailed explanations and disclosures regarding the accounting policies and specific line items in the financial statements Basis of Preparation and Accounting Policies The company's financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, complying with HKEX Listing Rules, with no significant impact from new HKFRS amendments this year - The company's financial statements are prepared in accordance with the Hong Kong Companies Ordinance (Cap. 622) and all applicable Hong Kong Financial Reporting Standards, complying with the disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[21][22] - Revisions to Hong Kong Financial Reporting Standards effective for the current accounting period have not had a significant impact on the preparation or presentation of the Group's results and financial position for the current or prior periods[24] - The financial statements are prepared on a historical cost basis, except for derivative financial instruments, trading securities and other non-current financial assets, and investment properties which are measured at fair value[23][46] Revenue and Segment Reporting The Group's operations are divided into three reportable segments: hotel, property, investment, and corporate, with total revenue significantly increasing in 2022, primarily driven by hotel and club operations, and detailed disclosures for each segment's performance, assets, and liabilities - The Group's business is managed by segments based on integrated operations (products and services) and geographical areas, identifying three reportable segments: hotel, property, investment, and corporate[25][26][47][48] - Revenue refers to the consideration expected to be received for the transfer of goods and services under HKFRS 15 "Revenue from Contracts with Customers", excluding rental income from leased properties and hotel commercial units[26] Revenue Analysis This section provides a detailed breakdown of revenue by source, highlighting significant growth in hotel and club operations Revenue from Contracts with Customers by Nature | Revenue Source | 2022 (HKD thousands) | 2021 (HKD thousands) | | :--- | :--- | :--- | | Hotel and club operations | 1,337,997 | 387,612 | | Rental income | 84,699 | 87,929 | | Management fee income | 6,792 | 7,337 | | Total | 1,429,488 | 482,878 | Segment Performance Analysis This section analyzes the revenue and profit/loss contributions from each operating segment Analysis of the Group's Segment Performance | Segment | Revenue (HKD thousands) | Profit/(loss) contribution (HKD thousands) | | :--- | :--- | :--- | | Hotel (2022) | 1,331,028 | 78,953 | | Hotel (2021) | 380,351 | (204,859) | | Property (2022) | 96,346 | 61,550 | | Property (2021) | 100,620 | 58,946 | | Investment and Corporate (2022) | 2,114 | (16,304) | | Investment and Corporate (2021) | 1,907 | (38,291) | | Total (2022) | 1,429,488 | 124,199 | | Total (2021) | 482,878 | (184,204) | Segment Assets Analysis This section provides a breakdown of total assets by operating segment at year-end Analysis of the Group's Total Assets | Segment | Total Assets as of 2022 (HKD thousands) | Total Assets as of 2021 (HKD thousands) | | :--- | :--- | :--- | | Hotel | 3,693,372 | 3,801,390 | | Property | 1,941,833 | 1,899,667 | | Investment and Corporate | 512,999 | 477,967 | | Total | 5,635,896 | 5,579,024 | Segment Liabilities Analysis This section provides a breakdown of total liabilities by operating segment at year-end Analysis of the Group's Total Liabilities | Segment | Total Liabilities as of 2022 (HKD thousands) | Total Liabilities as of 2021 (HKD thousands) | | :--- | :--- | :--- | | Hotel | 1,849,000 | 1,806,305 | | Property | 175,412 | 181,048 | | Investment and Corporate | 58,388 | 55,989 | | Total | 2,083,250 | 2,042,337 | Other Income and Net Gains/Losses In 2022, other income significantly increased, mainly from interest income and government grants, while net other gains/losses turned from a loss to a gain, primarily influenced by realized and unrealized gains from derivative financial instruments and non-current financial assets Other Income and Net Gains/Losses | Metric | 2022 (HKD thousands) | 2021 (HKD thousands) | | :--- | :--- | :--- | | Other income | 41,331 | 19,532 | | Interest income | 23,649 | 8,059 | | Government grants | 7,309 | 4,968 | | Net other gains/(losses) | 17,052 | (3,929) | | Net realized and unrealized gains from derivative financial instruments | 10,671 | 5,912 | | Net unrealized gains/(losses) from other non-current financial assets | 9,281 | (6,248) | Finance Costs and Staff Costs In 2022, both finance costs and staff costs significantly increased, reflecting higher interest expenses on bank borrowings and growth in salaries and benefits Finance Costs and Staff Costs | Metric | 2022 (HKD thousands) | 2021 (HKD thousands) | | :--- | :--- | :--- | | Finance costs | 50,274 | 32,293 | | Interest on bank borrowings | 45,010 | 27,092 | | Staff costs | 525,791 | 251,819 | | Salaries, wages and other benefits | 518,664 | 247,713 | Income Tax Income tax expense for 2022 was HKD 5,624 thousand, compared to a tax credit of HKD 57,872 thousand in 2021, primarily due to increased overseas tax provisions and changes in deferred tax Income Tax Analysis | Metric | 2022 (HKD thousands) | 2021 (HKD thousands) | | :--- | :--- | :--- | | Current year tax – overseas | 51,533 | 13,330 | | Deferred tax | (45,909) | (71,202) | | Income tax | 5,624 | (57,872) | - No Hong Kong profits tax provision was made for Hong Kong-registered entities due to assessable losses or unutilized tax losses[82] Earnings/Loss Per Share Basic earnings per share for 2022 was 22.4 HK cents, a significant improvement from the basic loss per share of 57.2 HK cents in 2021, primarily due to the profit attributable to equity holders turning positive Earnings/(Loss) Per Share and Issued Ordinary Shares | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Basic earnings/(loss) per share (cents) | 22.4 | (57.2) | | Number of issued ordinary shares (thousands) | 340,200 | 340,200 | - There were no ordinary shares with potential dilutive effects for the years ended December 31, 2022 and 2021[57] Trade and Other Receivables and Payables At the end of 2022, trade and other receivables significantly increased, with most being current or overdue by less than one month, while trade and other payables also grew, but the proportion overdue by more than three months decreased Trade and Other Receivables This section analyzes the aging of trade and other receivables, indicating a high proportion of current or short-term overdue amounts Aging Analysis of Trade and Other Receivables | Aging | 2022 (HKD thousands) | 2021 (HKD thousands) | | :--- | :--- | :--- | | Within 1 month | 37,960 | 12,427 | | 1 to 3 months | 3,692 | 2,752 | | After 3 months | 3,235 | 703 | | Total | 44,887 | 15,882 | - As of December 31, 2022, 85% of trade receivables were not overdue or overdue by less than one month (2021: 78%)[85] - Management assessed that the provision for expected credit losses for the years ended December 31, 2022 and 2021 was not significant[86] Trade and Other Payables This section analyzes the aging of trade and other payables, indicating changes in payment terms Aging Analysis of Trade and Other Payables | Aging | 2022 (HKD thousands) | 2021 (HKD thousands) | | :--- | :--- | :--- | | Within 1 month | 64,866 | 59,478 | | 1 to 3 months | 36,757 | 1,120 | | After 3 months | 3,998 | 26,033 | | Total | 105,621 | 86,631 | Bank Borrowings At the end of 2022, total bank borrowings slightly decreased, but short-term bank borrowings repayable within one year or on demand significantly increased, while long-term bank borrowings substantially decreased, with most loans bearing floating interest rates and secured by assets Analysis of Bank Borrowings Repayment Period | Repayment Period | 2022 (HKD thousands) | 2021 (HKD thousands) | | :--- | :--- | :--- | | Within 1 year or on demand | 1,359,323 | 366,887 | | After 1 year but within 2 years | - | 1,045,066 | | After 2 years but within 5 years | 76,481 | 76,351 | | Total | 1,435,804 | 1,488,304 | Type of Bank Borrowings Collateral | Loan Type | 2022 (HKD thousands) | 2021 (HKD thousands) | | :--- | :--- | :--- | | Secured bank borrowings | 1,359,323 | 1,357,026 | | Unsecured bank borrowings | 76,481 | 131,278 | | Total | 1,435,804 | 1,488,304 | - All other bank borrowings, except for fixed-rate loans obtained by two subsidiaries, bear floating interest rates comparable to market rates[60] - Bank credit facilities are secured by properties held for sale and the Group's hotel properties (including land), with total carrying amounts of HKD 64,366 thousand and HKD 1,830,666 thousand respectively[61][87] - The Group has obtained bank waivers for covenant ratio deviations on two bank borrowings, covering the period from December 31, 2021, until the maturity of the bank borrowings in October 2023[63][89] Share Capital and Reserves At the end of 2022, share capital remained unchanged, while reserves increased, leading to a slight growth in total equity attributable to equity holders of the Company Share Capital and Reserves | Metric | 2022 (HKD thousands) | 2021 (HKD thousands) | | :--- | :--- | :--- | | Share capital | 498,305 | 498,305 | | Reserves | 2,438,494 | 2,409,335 | | Total equity attributable to equity holders of the Company | 2,936,799 | 2,907,640 | - Holders of ordinary shares are entitled to receive dividends declared from time to time, exercise one vote per share at general meetings, and have equal rights to the Company's residual assets[91] Capital Commitments As of the end of 2022, the Group's capital commitments contracted but not provided for significantly increased to HKD 29,056 thousand, with approved but not contracted capital commitments also growing substantially Capital Commitments Not Provided For | Type of Capital Commitment | 2022 (HKD thousands) | 2021 (HKD thousands) | | :--- | :--- | :--- | | Contracted | 29,056 | 2,660 | | Approved but not contracted | 28,185 | 20,081 | | Total | 57,241 | 22,741 | Business Review This section provides an overview of the Group's operational performance across its key business segments, including market conditions and strategic initiatives Overall Business Environment The 2022 business environment was challenging due to the pandemic, Russia-Ukraine war, geopolitical tensions, and inflationary pressures; despite this, hotel operations showed strong recovery with easing travel restrictions, though the pace is expected to remain slow and uneven - The 2022 business environment remained complex and unstable for the third consecutive year, affected by the COVID-19 pandemic, the Russia-Ukraine war, geopolitical tensions, and inflationary pressures[93] - Despite significant challenges, hotel operations remained resilient and achieved a strong recovery following the gradual easing of travel and social distancing measures[93] - Macau's economy continued to face challenges in 2022, with GDP contracting by 26.8%, rising unemployment, and a 26% decrease in visitor arrivals[121] Property Leasing and Management Business Despite pandemic impacts and challenging operating conditions, Macau's property leasing and management business remained stable, with a slight decrease in rental income and residential property occupancy due to lockdowns and travel restrictions, while office properties remained fully leased - Macau property leasing income slightly decreased to HKD 82,000 thousand in 2022 (2021: HKD 85,800 thousand), primarily due to lower occupancy rates, renewal discounts, and rental concessions[95] - Residential property occupancy rate decreased from 79% in 2021 to 72% in 2022, while office properties were fully leased in 2022 (2021 average occupancy rate: 93%)[95] - Net fair value gain on investment properties was HKD 3,900 thousand (2021: HKD 4,400 thousand), primarily for long-term investments to generate continuous rental income[72] Macau Property Market This section provides an outlook for the Macau property market, anticipating recovery post-border reopening but facing headwinds from interest rates and inflation - Following the lifting of border restrictions between mainland China, Hong Kong, and Macau in 2023, economic activity is expected to resume and visitor arrivals to Macau will increase, but the Macau property market is anticipated to remain subdued due to interest rate hike expectations, inflationary pressures, and business recovery uncertainties[96] - The Group will capitalize on the benefits brought by the opening of the Hong Kong-Zhuhai-Macau Bridge, the Hengqin Port, the expansion of Macau International Airport passenger terminal, and the recovery of Greater Bay Area integration[123] Hotel Operations In 2022, total hotel revenue significantly increased by 250% to HKD 1,331,000 thousand, with operating profit turning from a loss to a profit of HKD 79,000 thousand, reflecting uneven global recovery where regions like the US and Canada showed significant improvement, while China was more affected by strict restrictions Key Data for Hotel Operations | Metric | 2022 (HKD thousands) | 2021 (HKD thousands) | | :--- | :--- | :--- | | Total hotel revenue | 1,331,000 | 380,400 | | Hotel operating profit/(loss) | 79,000 | (204,900) | - The hotel industry faces new challenges of labor shortages and increasing costs, with future profitability and stability remaining uncertain[125] China China's hotel sector faced severe challenges in 2022 due to strict pandemic controls, impacting revenue and occupancy, but the outlook is optimistic with easing restrictions - China's economy grew by 3% in 2022, failing to meet official targets, primarily due to pandemic controls and a sluggish real estate market, with the hotel industry severely impacted by lockdowns and travel restrictions[126][127] Holiday Inn Wuhan Riverside Operating Data | Hotel | 2022 Occupancy Rate | 2021 Occupancy Rate | 2022 Average Room Rate (RMB) | 2021 Average Room Rate (RMB) | | :--- | :--- | :--- | :--- | :--- | | Holiday Inn Wuhan Riverside | 51.1% | 45.6% | 305 | 397 | - Holiday Inn Wuhan Riverside's room revenue decreased by 14% to RMB 17,300 thousand, and food and beverage revenue decreased by 33% to RMB 7,400 thousand[128] - Despite the challenging operating environment, the Group remains optimistic about the outlook for China's hotel industry as the government has gradually removed testing, quarantine, and travel restrictions[101] Vietnam Vietnam's economy and tourism sector experienced a strong recovery in 2022, leading to significant growth in hotel revenue and improved operating metrics - Vietnam's economy experienced a significant recovery in 2022, with GDP growing by 8.02%, the fastest since 1997, and strong tourism growth, with international visitors increasing by 23.3 times[103][129] Vietnam Hotel Operating Data | Hotel | 2022 Occupancy Rate | 2021 Occupancy Rate | 2022 Average Room Rate (USD) | 2021 Average Room Rate (USD) | | :--- | :--- | :--- | :--- | :--- | | Sheraton Saigon Hotel | 55.4% | 18.7% | 148 | 90 | | The Reverie Saigon | 51.5% | 12.1% | 122 | 80 | - The Group's revenue from Vietnam increased by 219% to HKD 593,500 thousand compared to 2021[104] - Both Sheraton Saigon Hotel and The Reverie Saigon were awarded the Travelers' Choice by TripAdvisor for the second consecutive year[130] Japan Japan's economy improved steadily in 2022, with the hotel sector recovering due to border reopening and increased international visitors, despite ongoing challenges - Japan's economy steadily improved in 2022, with government stimulus contributing a 1.1% gain, and the hotel industry recovering due to border reopening and visa-free travel, leading to a 15-fold increase in international visitors[107][133] Best Western Hotel Fino Osaka Shinsaibashi Operating Data | Hotel | 2022 Occupancy Rate | 2021 Occupancy Rate | 2022 Average Room Rate (JPY) | 2021 Average Room Rate (JPY) | | :--- | :--- | :--- | :--- | :--- | | Best Western Hotel Fino Osaka Shinsaibashi | 40.9% | 9.5% | 6,326 | 5,899 | - The industry still faces challenges of labor shortages, increasing operating costs, and potential global economic slowdown[108] United States The US economy grew in 2022, with strong hotel market recovery in New York, though San Francisco lagged, and the outlook remains positive despite economic uncertainties - The US economy grew by 2.1% in 2022, with unemployment falling to 3.6%, and the New York hotel market experienced a strong recovery, while San Francisco lagged due to fewer exhibitions and reduced Asian tourist arrivals[109][110] United States Hotel Operating Data | Hotel | 2022 Occupancy Rate | 2021 Occupancy Rate | 2022 Average Room Rate (USD) | 2021 Average Room Rate (USD) | | :--- | :--- | :--- | :--- | :--- | | W San Francisco | 68.8% | 42.7% | 305 | 197 | | Sofitel New York | 61.2% | 4.0% | 387 | 338 | - Hotels are expected to benefit from China's easing travel restrictions in 2023, but recovery remains subject to economic recession, inflation expectations, and geopolitical uncertainties[110] - W San Francisco was awarded TripAdvisor's Travelers' Choice for the second consecutive year, and Sofitel New York was recognized by Condé Nast Traveler as one of the top 15 hotels in New York City[135] Canada Canada's economy and hotel sector showed significant recovery in 2022, with positive prospects for continued growth despite anticipated economic slowdown and operational challenges - Canada's economy grew by 3.5% in 2022, with unemployment falling to 5.3%, and the hotel industry significantly recovered, despite border controls only being fully lifted in October[113][156] Canada Hotel Operating Data | Hotel | 2022 Occupancy Rate | 2021 Occupancy Rate | 2022 Average Room Rate (CAD) | 2021 Average Room Rate (CAD) | | :--- | :--- | :--- | :--- | :--- | | Sheraton Ottawa Hotel | 57.0% | 20.0% | 199 | 141 | | Delta Hotels by Marriott Toronto Airport & Conference Centre | 61.6% | 28.6% | 158 | 108 | - Canada's economy is expected to slow in early 2023, with the hotel industry facing inflationary pressures and labor shortages, but the outlook remains positive, anticipating continued recovery after border control removals[139] Financial Review This section summarizes the Group's financial performance, including operating results, other financial metrics, and asset pledging Operating Results In 2022, the Group's revenue reached HKD 1,429,500 thousand, a 196% year-on-year increase, primarily driven by hotel business recovery, with operating profit turning from a loss in 2021 to a profit of HKD 162,100 thousand, and profit attributable to equity holders at HKD 76,300 thousand, achieving a turnaround Operating Results Overview | Metric | 2022 (HKD thousands) | 2021 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 1,429,500 | 482,900 | | Operating profit/(loss) | 162,100 | (202,600) | | Profit/(loss) attributable to equity holders | 76,300 | (194,700) | Other Financial Performance In 2022, the company recorded a net exchange loss of HKD 7,500 thousand, unrealized gains of HKD 200 thousand from trading securities, net realized or unrealized gains of HKD 10,700 thousand from derivative financial instruments, and government grants of HKD 7,300 thousand Other Financial Performance Data | Metric | 2022 (HKD thousands) | 2021 (HKD thousands) | | :--- | :--- | :--- | | Net exchange loss | (7,500) | (2,000) | | Unrealized gains/(losses) from trading securities | 200 | (1,700) | | Net realized or unrealized gains from derivative financial instruments | 10,700 | 5,900 | | Net unrealized gains from other non-current financial assets | 9,300 | (6,200) | | Government grants | 7,300 | 4,800 | Pledged Assets and Contingent Liabilities As of the end of 2022, the Group pledged hotel properties and certain properties held for sale, totaling HKD 1,895,000 thousand, to banks as collateral for bank borrowings and credit facilities, while a subsidiary provided a HKD 8,300 thousand guarantee and counter-indemnity to the Macau government for properties held for sale, with the Board deeming claims unlikely - As of December 31, 2022, the Group pledged hotel properties (including land) and certain properties held for sale, with a total value of HKD 1,895,000 thousand (2021: HKD 1,958,400 thousand), to banks as collateral for bank borrowings and credit facilities[162] - A subsidiary provided a guarantee and counter-indemnity of HKD 8,300 thousand (2021: HKD 8,300 thousand) to the Government of the Macau Special Administrative Region for properties held for sale[143] - The Board believes it is unlikely that the Group will face any claims under the guarantees, and no deferred income has been recognized[163] Outlook With eased pandemic measures and quarantine-free travel resuming between mainland China, Hong Kong, and Macau, the Group remains optimistic about the 2023 hotel industry outlook, anticipating increased Macau visitors and a rebound in leasing demand, while continuing to seek long-term value investments and adopting a prudent acquisition strategy, maintaining high liquidity to address global economic slowdown, inflation, and geopolitical tensions - The lifting of pandemic restrictions and the resumption of quarantine-free travel between mainland China, Hong Kong, and Macau contribute to an optimistic market sentiment in Macau, with anticipated growth in visitor arrivals and a rebound in leasing demand[164] - The Group remains optimistic about the 2023 hotel industry outlook but still faces challenges such as global economic slowdown, rising inflation, interest rate hike expectations, labor shortages, and geopolitical tensions[145] - The Group will continue to focus on seeking investments that can consistently create long-term value for shareholders, adopting a prudent and pragmatic approach to potential acquisitions, targeting industries and countries or regions where the Group has experience and comparative advantages[165] - The Group's financial position remains robust, with bank balances and short-term bank deposits totaling HKD 1,341,300 thousand as of December 31, 2022, and the Board believes there are sufficient financial resources to meet working capital requirements[146] Corporate Governance This section details the company's commitment to high corporate governance standards and adherence to relevant codes and guidelines Corporate Governance Practices The company is committed to achieving high corporate governance standards and has applied the principles of the Corporate Governance Code in Appendix 14 of the Listing Rules; despite the roles of Chairman and Chief Executive not being separated, the Board believes this structure has delivered good results over the years without compromising accountability - The Company has applied the principles set out in the Corporate Governance Code in Appendix 14 of the Listing Rules and is committed to achieving a high level of corporate governance[149][150][168] - The Company deviates from Code Provision C.2.1 as the roles of Chairman and Chief Executive are not separated, but the Board believes this structure has delivered good results over the years without compromising the balance of power and accountability[151][169] Directors' Securities Transactions The Board has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules, and all Directors have confirmed compliance throughout the review period - The Board has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules, and all Directors have confirmed compliance with the said code throughout the review period[170] General Meeting and Dividend Arrangements This section outlines the schedule for the Annual General Meeting and the arrangements for dividend distribution, including share transfer registration closure periods Annual General Meeting The company will hold its Annual General Meeting on May 31, 2023, where shareholders can attend, exercise voting rights, and meet with directors and senior management - The Company will hold its 2023 Annual General Meeting on Wednesday, May 31, 2023, at 12:00 noon[171] - Shareholders may ask questions regarding the meeting's business and meet with the Company's Directors and senior management[152] Closure of Register of Members To determine eligibility for attending the Annual General Meeting and entitlement to the final dividend, the company will suspend share transfer registration in two periods, requiring shareholders to complete transfers before the specified deadlines Share Transfer Registration Suspension Arrangements | Purpose | Period of Share Transfer Registration Suspension | Record Date | | :--- | :--- | :--- | | To attend and vote at the AGM | Thursday, May 25, 2023 to Wednesday, May 31, 2023 | Wednesday, May 31, 2023 | | For entitlement to the final dividend | Wednesday, June 7, 2023 to Friday, June 9, 2023 | Friday, June 9, 2023 | - All completed transfer forms, together with the relevant share certificates, must be lodged with the Company's Share Registrar, Tricor Tengis Limited, by the aforementioned deadlines[173] Other Information This section provides additional relevant information not covered in other sections, such as employee details, securities transactions, and board composition Employees As of the end of 2022, the Group had approximately 1,682 employees, implementing a localization policy with competitive salaries and remuneration determined based on the operating locations in different countries Number of Employees | Metric | As of 2022 | | :--- | :--- | | Number of employees | 1,682 | - The Group adopts a localization policy, endeavoring to recruit suitable local executives and staff with relevant qualifications and experience wherever possible[166] Purchase, Sale or Redemption of Listed Securities During the review year, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the review year[167] Board of Directors As of the announcement date, the Board of Directors comprises executive, non-executive, and independent non-executive directors, including Mr. Ho Kin Yuen as Executive Chairman - The Board of Directors includes Executive Directors Mr. Ho Kin Yuen (Executive Chairman), Mr. Ho Kin Fook, Mr. Che Sze Shun, Mr. Chan Lui Ming, Ms. Yu Yu Chu, Mr. Ho Chung To, and Mr. Ho Chung Fai (Alternate Director Mr. Ho Chung King)[174] - Non-Executive Director is Mr. Ho Kin Cheung (Alternate Director Mr. Ho Chung Kit), and Independent Non-Executive Directors are Mr. Kwok Chi Shun, Mr. Wong Pui Fan, Mr. Yu Hon To, and Mr. Chan Chi Man[174]