新时代集团控股(00166) - 2022 - 年度业绩

Annual Results Overview The company reported significant revenue growth in 2022, but profit before tax and profit for the year declined, with no final dividend recommended Summary Financial Highlights The company reported significant revenue growth in 2022, but profit before tax and profit for the year decreased, leading to lower basic EPS and no final dividend Key Financial Data for 2022 | Indicator | 2022 (HKD Thousands) | 2021 (HKD Thousands) | | :------------------------- | :------------------- | :------------------- | | Revenue | 20,913,216 | 11,167,076 | | Profit Before Tax | 300,705 | 343,636 | | Profit for the Year | 285,902 | 329,403 | | Basic Earnings Per Share | 3.26 HK Cents | 3.76 HK Cents | - The Board of Directors recommended not to pay a final dividend for the year ended December 31, 2022 (2021: nil)[22] Consolidated Financial Statements This section presents the consolidated financial statements, detailing the company's financial performance and position Consolidated Statement of Profit or Loss Revenue and gross profit significantly increased in 2022, but profit before tax and profit for the year declined due to higher finance and administrative costs Key Data from Consolidated Statement of Profit or Loss | Indicator | 2022 (HKD Thousands) | 2021 (HKD Thousands) | | :-------------------------------------- | :------------------- | :------------------- | | Revenue | 20,913,216 | 11,167,076 | | Cost of Sales | (20,491,757) | (11,076,418) | | Gross Profit | 421,459 | 90,658 | | Other Income and Gains, Net | 12,965 | 10,045 | | Net Investment Income/(Loss) | 24,941 | (40,941) | | Bargain Purchase Gain | – | 407,655 | | General and Administrative Expenses | (130,865) | (109,849) | | Finance Costs | (27,791) | (13,927) | | Profit Before Tax | 300,705 | 343,636 | | Profit for the Year | 285,902 | 329,403 | | Profit Attributable to Owners of the Company | 285,905 | 329,401 | | Basic Earnings Per Share (HK Cents) | 3.26 | 3.76 | Consolidated Statement of Comprehensive Income Total comprehensive income for 2022 significantly decreased to HKD 151.6 million, primarily due to higher foreign currency translation losses Key Data from Consolidated Statement of Comprehensive Income | Indicator | 2022 (HKD Thousands) | 2021 (HKD Thousands) | | :-------------------------------------------- | :------------------- | :------------------- | | Profit for the Year | 285,902 | 329,403 | | Fair value changes of financial assets at fair value through other comprehensive income | (8) | 2 | | Exchange differences on translating overseas operations | (134,309) | (33,728) | | Other comprehensive loss for the year, net of tax | (134,317) | (33,726) | | Total comprehensive income for the year | 151,585 | 295,677 | | Total comprehensive income attributable to owners of the Company | 151,588 | 295,675 | Consolidated Statement of Financial Position The Group's total assets and net assets increased in 2022, with notable growth in property, plant, and equipment, cash, and inventories Key Data from Consolidated Statement of Financial Position | Indicator | 2022 (HKD Thousands) | 2021 (HKD Thousands) | | :-------------------------------------- | :------------------- | :------------------- | | Non-current Assets | | | | Property, Plant and Equipment | 961,674 | 845,610 | | Prepayments, Deposits and Other Receivables | 17,579 | 6,220 | | Current Assets | | | | Inventories | 111,473 | 44,196 | | Trade and Other Receivables | 166,684 | 196,617 | | Financial Assets at Fair Value Through Profit or Loss | 55,913 | 81,528 | | Gold Investments | – | 66,082 | | Cash and Bank Balances | 851,171 | 494,955 | | Current Liabilities | | | | Trade and Other Payables | 237,046 | 122,538 | | Net Current Assets | 855,408 | 684,144 | | Total Assets Less Current Liabilities | 1,835,595 | 1,536,920 | | Non-current Liabilities | | | | Deferred Tax Liabilities | 59,792 | 46,221 | | Provisions | 433,162 | 365,713 | | Net Assets | 1,321,637 | 1,101,481 | | Total Equity | 1,321,637 | 1,101,481 | Notes to the Consolidated Financial Statements This section provides detailed notes to the consolidated financial statements, covering general information, accounting policies, and specific financial line items General Information and Basis of Preparation The Group primarily engages in oil and gas exploration, development, production, and sales, alongside refining and trading of general commodities, with financial statements prepared under HKFRS - The principal activities of the Company and its subsidiaries are oil and gas exploration, development, production and sales, and refining and trading of general and commodity products[40] - The consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of the Hong Kong Companies Ordinance Cap. 622[42] - The adoption of amendments to standards for the annual reporting period beginning January 1, 2022, had no impact on the Group's results and financial position[43] Revenue and Segment Reporting The Group identifies two reportable segments: upstream operations and general and commodity refining and trading, both showing significant revenue growth in 2022, primarily from the latter - The Group has two reportable segments: upstream operations (oil and gas exploration, development, production, and sales) and general and commodity refining and trading (refining and trading of non-ferrous metals and petroleum-related products)[71] Segment Performance, Assets, and Liabilities Both upstream operations and general and commodity refining and trading segments saw substantial growth in revenue and performance in 2022, driven by Canadian operations and expanded gold trading Segment Revenue and Results | Indicator | Upstream Operations 2022 (HKD Thousands) | Upstream Operations 2021 (HKD Thousands) | General & Commodity Refining & Trading 2022 (HKD Thousands) | General & Commodity Refining & Trading 2021 (HKD Thousands) | | :------------------------- | :--------------------------------------- | :--------------------------------------- | :---------------------------------------------------------- | :---------------------------------------------------------- | | Reportable Segment Revenue | 1,002,555 | 259,633 | 19,910,661 | 10,907,443 | | Reportable Segment Results | 309,173 | 44,499 | 3,935 | 2,859 | - Sales of oil and natural gas products more than tripled, primarily due to the full-year consolidation of Canadian operations acquired in 2021 and strong energy commodity prices in the first half of 2022[9] - Sales in the general and commodity refining and trading business also nearly doubled, driven by the Group's continued expansion of its gold trading business[9] Geographical Information In 2022, the Group's revenue from external customers primarily originated from Hong Kong and Canada, with non-current assets mainly located in Canada and Argentina Revenue from External Customers and Specific Non-current Assets (by Geographical Location) | Region | Revenue from External Customers 2022 (HKD Thousands) | Revenue from External Customers 2021 (HKD Thousands) | Specific Non-current Assets 2022 (HKD Thousands) | Specific Non-current Assets 2021 (HKD Thousands) | | :----------- | :------------------------------------------------- | :------------------------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Hong Kong | 19,910,661 | 10,824,703 | 29,602 | 13,807 | | Canada | 900,845 | 212,665 | 872,470 | 718,292 | | Mainland China | – | 82,740 | – | 233 | | Argentina | 101,710 | 46,968 | 78,113 | 120,434 | | Total | 20,913,216 | 11,167,076 | 980,185 | 852,766 | Revenue Disaggregation The Group's 2022 revenue was primarily derived from the refining and sales of precious metals in general and commodity trading, and oil and gas product sales from exploration and production Revenue from Contracts with Customers (by Product or Service Line) | Product or Service Line | 2022 (HKD Thousands) | 2021 (HKD Thousands) | | :---------------------------------------------------- | :------------------- | :------------------- | | Refining and sales of precious metals in general and commodity trading | 19,910,661 | 10,824,703 | | Sales of petroleum-related products in general and commodity trading | – | 82,740 | | Sales of oil and gas products from oil and gas exploration and production | 1,002,555 | 259,633 | | Total | 20,913,216 | 11,167,076 | Other Income, Gains, and Losses In 2022, the Group's net other income, gains, and losses increased to HKD 12.965 million, mainly due to a significant rise in hyperinflation monetary adjustments and expanded net exchange losses Other Income, Gains, and Losses, Net | Item | 2022 (HKD Thousands) | 2021 (HKD Thousands) | | :---------------------------------- | :------------------- | :------------------- | | Bank interest income | 7,630 | 3,383 | | Drilling service income | 1,507 | 1,289 | | Gains on derivative financial instruments | 963 | 10,291 | | Fair value loss on gold investments | (989) | (2,507) | | Hyperinflation monetary adjustment | 19,311 | 5,870 | | Net exchange losses | (27,410) | (8,236) | | Trading gains | 2,008 | – | | Rental income | 6,906 | 5,830 | | Loss on disposal of property, plant and equipment | – | (4,218) | | Others | 3,039 | (1,657) | | Total | 12,965 | 10,045 | - The Argentine Peso experienced severe depreciation, leading to cumulative inflation exceeding 100% over three years, thus requiring Argentine subsidiaries and branches to transition to hyperinflation accounting under HKAS 29 "Financial Reporting in Hyperinflationary Economies" since January 1, 2018[93] - The hyperinflation monetary adjustment for 2022 significantly increased to HKD 19,311,000, compared to HKD 5,870,000 in 2021[94] Investment Income and Expenses by Nature In 2022, net investment income turned positive to HKD 24.9 million, driven by improved performance of listed equity securities, while finance costs nearly doubled due to the full-year consolidation of Canadian operations Net Investment Income/(Loss) | Item | 2022 (HKD Thousands) | 2021 (HKD Thousands) | | :---------------------------------------- | :------------------- | :------------------- | | Net income/(loss) from listed equity securities | 23,649 | (35,675) | | Net income/(loss) from listed and unlisted debt securities | 64 | (5,904) | | Others | 1,228 | 638 | | Total | 24,941 | (40,941) | Finance Costs | Item | 2022 (HKD Thousands) | 2021 (HKD Thousands) | | :------------------------- | :------------------- | :------------------- | | Interest on borrowings | – | 4,462 | | Interest on lease liabilities | 1,589 | 675 | | Imputed interest on provisions | 26,164 | 8,790 | | Others | 38 | – | | Total | 27,791 | 13,927 | Expenses by Nature | Item | 2022 (HKD Thousands) | 2021 (HKD Thousands) | | :------------------------------------ | :------------------- | :------------------- | | Cost of inventories recognized as expense | 20,321,737 | 11,036,303 | | Depreciation of property, plant and equipment | 132,594 | 37,558 | | Employee benefit expenses | 102,578 | 30,985 | | Legal, professional and transaction related expenses | 21,417 | 48,157 | | Total Cost of Sales and General and Administrative Expenses | 20,622,622 | 11,186,267 | Income Tax Income tax expense for 2022 was HKD 14.8 million, primarily from adjustments to deferred tax expenses in Argentina, with varying corporate income tax rates across different regions Income Tax Expense | Item | 2022 (HKD Thousands) | 2021 (HKD Thousands) | | :------------- | :------------------- | :------------------- | | Current tax | (1,037) | 11 | | Deferred tax | 15,840 | 14,222 | | Total | 14,803 | 14,233 | - Hong Kong profits tax rate is 16.5%, but no provision was made as the Group's Hong Kong operations had no assessable profits[98] - Argentine subsidiaries are subject to Argentine corporate income tax and presumptive minimum income tax at a rate of 35%[98] - Canadian subsidiaries are subject to Canadian corporate income tax at a rate of 38%, with a federal net tax rate of 15% and provincial/territorial rates ranging from 8% to 12%[99] Earnings Per Share Basic earnings per share for 2022 decreased to 3.26 HK Cents from 3.76 HK Cents in 2021, with basic and diluted EPS being identical due to no potentially dilutive ordinary shares issued - Basic earnings per share is calculated based on the Group's profit attributable to owners of the Company of HKD 285,905,000 (2021: HKD 329,401,000) and the weighted average number of ordinary shares in issue of approximately 8,780,799,000 (2021: 8,758,881,000) for the year[104] - For the years ended December 31, 2022 and 2021, basic and diluted earnings per share were identical as no potentially dilutive ordinary shares were issued during the year[105] Trade and Other Receivables Total trade and other receivables decreased to HKD 184.263 million as of December 31, 2022, with a reduction in trade receivables overdue by more than 90 days Trade and Other Receivables | Item | 2022 (HKD Thousands) | 2021 (HKD Thousands) | | :---------------------------------- | :------------------- | :------------------- | | Trade receivables | 103,867 | 124,786 | | Other receivables | 10,102 | 8,430 | | Deposits | 38,962 | 31,625 | | Amounts due from joint ventures | 582 | 577 | | Recoverable value-added tax | 2,298 | 3,485 | | Other recoverable taxes | 19,190 | 30,427 | | Other prepayments | 9,262 | 3,507 | | Total | 184,263 | 202,837 | | Non-current | 17,579 | 6,220 | | Current | 166,684 | 196,617 | Ageing Analysis of Trade Receivables | Ageing | 2022 (HKD Thousands) | 2021 (HKD Thousands) | | :------------ | :------------------- | :------------------- | | 0 to 30 days | 88,107 | 88,155 | | 31 to 60 days | 422 | 184 | | 61 to 90 days | 1,423 | 543 | | Over 90 days | 13,915 | 35,904 | | Total | 103,867 | 124,786 | Financial Assets at Fair Value Through Profit or Loss Financial assets at fair value through profit or loss decreased to HKD 55.913 million as of December 31, 2022, mainly due to listed debt securities being valued at zero and full recovery of unlisted debt securities Financial Assets at Fair Value Through Profit or Loss | Item | 2022 (HKD Thousands) | 2021 (HKD Thousands) | | :---------------------------------- | :------------------- | :------------------- | | Listed equity securities | 54,275 | 28,650 | | Listed debt securities | – | 2,401 | | Unlisted debt securities | – | 36,789 | | Unlisted funds | 1,638 | 13,688 | | Total | 55,913 | 81,528 | - For 2022, net investment income of approximately HKD 23,649,000 was recognized from listed equity securities (2021: loss of HKD 35,675,000)[110] - Two listed debt securities held by the Group were valued at zero HKD as of December 31, 2022, due to the issuer's default on repayment at maturity[111] - Unlisted debt securities with a fair value of HKD 36,789,000 in 2021 were fully recovered in 2022 without any loss[111] Gold Investments As of December 31, 2022, the Group had no gold investments as all physical gold bars held for investment were sold, with a fair value loss of HKD 989,000 recognized during the year Gold Investments | Item | 2022 (HKD Thousands) | 2021 (HKD Thousands) | | :---------------------------------- | :------------------- | :------------------- | | Gold held for investment, at fair value | – | 66,082 | - A fair value loss of HKD 989,000 was recognized in the consolidated statement of profit or loss for the year ended December 31, 2022 (2021: HKD 2,507,000), and all physical gold bars were sold during the year[118] Trade and Other Payables Total trade and other payables significantly increased to HKD 237.046 million as of December 31, 2022, driven by higher other payables, accrued expenses, and overdue trade payables Trade and Other Payables | Item | 2022 (HKD Thousands) | 2021 (HKD Thousands) | | :---------------------------------- | :------------------- | :------------------- | | Trade payables | 21,434 | 17,987 | | Other payables and accrued expenses | 188,287 | 100,072 | | Other taxes payable | 7,226 | 4,085 | | Contract liabilities | 20,099 | 394 | | Total | 237,046 | 122,538 | Ageing Analysis of Trade Payables | Ageing | 2022 (HKD Thousands) | 2021 (HKD Thousands) | | :------------ | :------------------- | :------------------- | | 0 to 30 days | 13,392 | 13,695 | | 31 to 60 days | 2,837 | 2,745 | | 61 to 90 days | 2,105 | 143 | | Over 90 days | 3,100 | 1,404 | | Total | 21,434 | 17,987 | - Other payables and accrued expenses include HKD 44,994,000 received as deposits from two independent third parties for a potential acquisition that was cancelled, with deposits to be refunded[114] Share Capital and Commitments As of December 31, 2022, the company's issued ordinary share capital slightly increased to HKD 88.089 million due to share issuance under a share option scheme, with total capital commitments at HKD 138.656 million Issued and Fully Paid Share Capital | Item | 2022 Number of Shares (Thousands) | 2022 (HKD Thousands) | 2021 Number of Shares (Thousands) | 2021 (HKD Thousands) | | :---------------------------------- | :-------------------------------- | :------------------- | :-------------------------------- | :------------------- | | Ordinary shares at January 1 | 8,758,881 | 87,589 | 8,758,881 | 87,589 | | Shares issued under share option scheme | 50,000 | 500 | – | – | | Ordinary shares at December 31 | 8,808,881 | 88,089 | 8,758,881 | 87,589 | Capital Commitments | Item | 2022 (HKD Thousands) | 2021 (HKD Thousands) | | :------------------------ | :------------------- | :------------------- | | Authorized but not contracted | 124,956 | 124,763 | | Authorized and contracted | 13,700 | – | | Total | 138,656 | 124,763 | Management Discussion and Analysis This section provides an overview of the Group's operational and financial performance, strategic initiatives, and key risks for the year Overall Review The Group reported a post-tax profit of HKD 285.9 million in 2022, driven by strong performance from its Canadian oil and gas subsidiary and rising energy commodity prices, while maintaining a robust financial position with no external borrowings - The Group reported a post-tax profit of HKD 285.9 million for 2022 (2021: HKD 329.4 million)[126] - The net profit was primarily due to the strong performance of the Group's wholly-owned Canadian oil and gas subsidiary, NTE Energy Canada Ltd. ("NTEC"), and robust energy commodity prices in the first half of 2022[126] - As of December 31, 2022, the Group had no external borrowings (2021: nil) and highly liquid current assets of approximately HKD 907.1 million (2021: HKD 642.6 million)[127] - The Group made significant progress in redeveloping its 1,200-acre (4.9 sq km) Discovery Park campus in Campbell River, British Columbia, Canada, planning to transform it into a green technology industrial hub, including inland aquaculture facilities, a liquid hydrogen production plant, and renewable natural gas facilities[128] - The Group's commodity trading business, particularly in physical gold and silver, continued to perform robustly with stable trading volumes, but the start of operations for the precious metals refinery has been delayed to the second quarter of 2023[131] Canada Operations The Group's Canadian oil and gas assets, comprising over 800 active wells, achieved an average daily production of 11,500 boe in 2022, while Discovery Park is being transformed into a green technology hub leveraging its low-cost hydropower - The Group's oil and gas assets in Canada include over 800 active wells across approximately 761,000 acres in British Columbia's Greater Sierra region and Horn River Basin, as well as Wapiti and Willesden Green in Alberta[132] - In 2022, NTEC's average daily oil and gas production was approximately 11,500 barrels of oil equivalent per day (95% natural gas), with an average realized price of CAD 35.2 per barrel of oil equivalent[133] - NTEC's production significantly increased in 2022 following the redesign of its gathering system and the launch of optimization programs[133] - Discovery Park offers over 200 MW of 100% renewable hydropower from BC Hydro at prices as low as CAD 0.05/kWh, along with an industrial solid waste landfill, wastewater treatment facilities, freshwater supply, and a deep-water port[136] - The Group is fully redeveloping Discovery Park into a green technology hub to attract new tenants aligned with ESG mandates and has received three significant Letters of Intent for inland aquaculture facilities, a liquid hydrogen plant, and renewable natural gas facilities[137][141] Argentina Operations The Group's Los Blancos concession in Argentina maintained stable light crude oil production, increasing to 1,350 barrels per day, generating positive cash flow despite hyperinflation and political challenges, while facing arbitration and pressure for uneconomical drilling - The Los Blancos concession is operated by the Group's wholly-owned Argentine subsidiary, High Luck Group Limited, in which the Group holds a 50% participating interest[142] - Oil production at Los Blancos increased from approximately 800 barrels per day to 1,200 barrels per day, subsequently rising to 1,350 barrels per day from September 2022[142] - High Luck's adjusted EBITDA for 2022 was approximately HKD 51.2 million (2021: HKD 14.9 million)[143] - The Argentine Peso depreciated by approximately 71.7% in 2022, with annual inflation reaching a record 94.8%[145] - Pampa Energia S.A. initiated arbitration against High Luck regarding a disputed amount of approximately USD 180,000 and demanded the return of High Luck's 50% participating interest in the Los Blancos concession[147] - Salta provincial authorities are pressuring High Luck to drill another development well in Los Blancos by the end of 2023, risking potential sanctions on the concession, despite independent expert opinions deeming the drilling uneconomical[148] Commodity Trading The Group's physical gold and silver trading business achieved total transactions of approximately HKD 19,910.7 million in 2022, but net profit margins were reduced by fixed costs from the delayed opening of a new precious metals refinery - In 2022, the Group's total transaction value for physical gold and silver trading business was approximately HKD 19,910.7 million (2021: HKD 10,824.7 million)[152] - Net profit margins for the year were reduced by fixed costs incurred due to the delayed opening of the Group's newly constructed precious metals refinery in Hong Kong[152] - The target commissioning date for the Group's gold, silver, and other precious metals refinery has been postponed to the second quarter of 2023[152] - By bringing the refining process in-house, the Group anticipates improved long-term profit margins[82] - All physical gold trading and the Group's physical gold inventory are hedged with financial hedging instruments to ensure the Group is not exposed to financial risks from daily gold price fluctuations[150] Financial Review (MD&A perspective) The Group's 2022 revenue reached HKD 20,913.2 million, driven by Canadian operations and strong energy prices, leading to higher gross profit but decreased net profit and EPS due to increased operating and finance costs - For the year ended December 31, 2022, the Group's revenue was HKD 20,913.2 million (2021: HKD 11,167.1 million)[9] - Gross profit for the year was HKD 421.5 million (2021: HKD 90.7 million), primarily benefiting from Canadian operations and strong energy commodity prices during the year[84] - General and administrative expenses for the year were HKD 130.9 million, an increase of HKD 21.1 million from the previous year, mainly due to the full-year consolidation of Canadian operations[10] - Finance costs for the year were HKD 27.8 million, approximately double the previous year, due to the full-year consolidation of Canadian operations[85] - Profit attributable to owners of the Company for the year was HKD 285.9 million (2021: HKD 329.4 million), with basic and diluted earnings per share of 3.26 HK Cents (2021: 3.76 HK Cents)[12] - As of December 31, 2022, the Group had net working capital of HKD 193.9 million (2021: HKD 151.0 million), mainly due to increased precious metals inventory from the expansion of its gold trading business at year-end[13] - For the year ended December 31, 2022, the actual amount utilized from the 2016 subscription shares was HKD 20.4 million for investments in short-to-medium term financial instruments and general administrative purposes, with all funds fully utilized[14] - For the year ended December 31, 2022, the actual use of proceeds from the public offer for expanding metal commodity trading amounted to HKD 106.5 million, with an unutilized balance of HKD 161.7 million as of December 31, 2022[89] Capital Structure, Liquidity and Financial Resources The Group maintains a treasury policy of investing surplus cash, with net current assets of HKD 855.4 million and cash balances of HKD 851.2 million as of December 31, 2022, with no external debt or asset charges - The Group maintains a treasury policy of investing surplus cash, primarily in time deposits with licensed banks[67] - As of December 31, 2022, the Group's net current assets were approximately HKD 855.4 million (2021: HKD 684.1 million), with cash and bank balances of HKD 851.2 million (2021: HKD 495.0 million)[67] - As of December 31, 2022, the Group had no unsecured debt securities or unsecured short-term loans, and its debt-to-equity ratio was 0% (2021: 0%)[69] - As of December 31, 2022, the Group had no assets pledged (2021: nil)[70] - The Group enters into certain derivative financial instruments for economic hedging purposes to mitigate the financial impact of price fluctuations in its precious metals inventory and gold bars[3] Major Risks and Uncertainties The Group faces various risks, including development and supply chain risks in commodity trading, and geological, exploration, and development risks in oil and gas, alongside financial risks such as credit, liquidity, and price volatility - The Group's commodity trading business faces development and supply chain risks, which are mitigated by developing its customer base and expanding its supplier base[154] - The Group's business activities in oil and gas exploration, development, production, and sales are susceptible to geological, exploration, and development risks, managed through establishing technical and operational teams, meticulous planning, and expert support[154] - In its ordinary course of business, the Group is exposed to credit risk, liquidity risk, interest rate risk, currency risk, price risk arising from fluctuations in crude oil, natural gas, and commodity prices, and share price risk from equity securities investments[154] Foreign Exchange Risk The Group's assets and liabilities are primarily denominated in HKD, USD, CAD, Argentine Peso, and RMB, with foreign exchange risk mainly stemming from Canadian and Argentine exploration and production activities and foreign investments - The Group's assets and liabilities are primarily denominated in Hong Kong Dollars, US Dollars, Canadian Dollars, Argentine Pesos, and Renminbi[156] - Currency foreign exchange risk primarily arises from the Group's exploration and production activities in Canada and Argentina, as well as investments in foreign companies[156] - The Group currently has no foreign currency hedging policy, but management continuously monitors foreign exchange risk and will consider hedging instruments when necessary[156] Employees and Stakeholder Relationships As of December 31, 2022, the Group employed 132 permanent staff with total remuneration of HKD 102.6 million, maintaining positive relationships with suppliers, customers, and government bodies without significant disputes - As of December 31, 2022, the Group employed a total of 132 permanent employees (2021: 99 employees) in Hong Kong, Canada, Argentina, and China[158] - Total employee remuneration (including directors' remuneration and benefits) for the year ended December 31, 2022, was HKD 102.6 million (2021: HKD 31.0 million)[158] - The Group had no significant or material disputes with its suppliers, customers, and/or stakeholders for the year ended December 31, 2022[159] Major Acquisitions, Disposals, and Investments The Group had no major acquisitions or disposals of subsidiaries, associates, or joint ventures in 2022, and its financial assets at fair value through profit or loss did not include any significant individual investments - The Group had no major acquisitions or disposals of subsidiaries, associates, or joint ventures for the year ended December 31, 2022[160] - As of December 31, 2022, the Group held financial assets at fair value through profit or loss (including listed equity securities and unlisted funds) totaling HKD 55.9 million, with no single investment constituting a major investment for the Group[161] - The Group adopts a prudent investment strategy for surplus funds, aiming to maximize returns on idle capital[161] Corporate Governance and Other Information This section covers corporate governance compliance, post-reporting period events, auditor's scope of work, and other relevant shareholder information Post-Reporting Period Events Except for the matters disclosed, the Group had no significant post-reporting period events after December 31, 2022, up to the date of this announcement - Except as disclosed above, the Group had no significant post-reporting period events after December 31, 2022, up to the date of this announcement[163] Corporate Governance Code Compliance The company has adopted and complied with all code provisions of the Corporate Governance Code set out in Appendix 14 of the Listing Rules for the year ended December 31, 2022 - The Company has adopted and applied the principles of the code provisions of the Corporate Governance Code set out in Appendix 14 to the Listing Rules of the Stock Exchange[164] - For the year ended December 31, 2022, the Company has complied with all code provisions of the Corporate Governance Code and adopted recommended best practices where relevant and practicable[164] Directors' Securities Transactions The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers, and all directors confirmed compliance with its required standards during 2022 - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules[165] - Following specific enquiry with all Directors, each Director has confirmed compliance with the required standards set out in the Model Code throughout the year[165] Auditor's Scope of Work PricewaterhouseCoopers has acknowledged the figures in the preliminary announcement's consolidated financial statements for 2022, confirming their consistency with the audited statements, but their work does not constitute an assurance engagement - The figures in the preliminary announcement for the Group's consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of financial position, and related notes for the year ended December 31, 2022, have been agreed by the Group's auditor, PricewaterhouseCoopers, to the amounts set out in the Group's audited consolidated financial statements for the year[166] - The work performed by PricewaterhouseCoopers in this respect does not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants, and consequently, PricewaterhouseCoopers provides no assurance on the preliminary announcement[166] Review of Financial Statements The Group's 2022 consolidated financial statements have been reviewed and approved by the Audit Committee, which found them compliant with applicable accounting standards and legal requirements, recommending board approval - The Group's consolidated financial statements for the year have been reviewed and approved by the Audit Committee, which considers them to be in compliance with applicable accounting standards, the Listing Rules, and all other applicable legal requirements[168] - The Audit Committee recommends the Board of Directors to approve the Group's consolidated financial statements for the year[168] Distributable Reserves and Dividends As of December 31, 2022, the company had no retained profits available for cash or in-kind distribution, with contributed surplus being non-distributable, though the share premium account could be distributed as bonus shares - As of December 31, 2022, the Company had no retained profits available for cash and/or in-kind distribution[169] - The Company's contributed surplus of HKD 740,884,000 is currently not distributable[169] - The Company's share premium account of HKD 4,878,364,000 may be distributed in the form of fully paid bonus shares[169] - The Directors recommended not to pay a final dividend for the year (2021: nil)[174] Share Transactions and Public Float Neither the company nor its subsidiaries purchased, sold, or redeemed any of its listed securities in 2022, and the company maintained the minimum 25% public float throughout the year - During the year, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[175] - Based on publicly available information and to the best of the Directors' knowledge, the Company maintained the minimum public float of 25% throughout the year and up to the date of this announcement, in accordance with the Listing Rules[176] Annual General Meeting and Litigation The company will hold its Annual General Meeting on June 23, 2023, and was not involved in any significant litigation or arbitration during 2022, nor was aware of any pending or threatened major claims - The Company will hold its Annual General Meeting on Friday, June 23, 2023[177] - The Company was not involved in any significant litigation or arbitration for the year ended December 31, 2022[178] - The Directors are also unaware of any pending or threatened significant litigation or claims against the Group for the year ended December 31, 2022[178] Suspension of Share Transfer Registration To determine eligibility for attending and voting at the Annual General Meeting, the company will suspend share transfer registration from June 19 to June 23, 2023 - The Company will suspend share transfer registration from Monday, June 19, 2023, to Friday, June 23, 2023 (both dates inclusive)[172] - To be eligible to attend and vote at the Annual General Meeting, all transfer documents, along with the relevant share certificates, must be lodged with the Company's Hong Kong Share Registrar, Tricor Investor Services Limited, for registration by 4:30 p.m. on Friday, June 16, 2023[172] Publication of Annual Results Announcement and Annual Report This annual results announcement is published on the company's and HKEX websites, with the annual report to be dispatched to shareholders and available online in due course - This annual results announcement is published on the Company's website (www.nt-energy.com) and the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk), respectively[180] - The Company's annual report for the year will be dispatched to shareholders and will also be available on the aforementioned websites in due course[180]