2024-03-27 08:30Annual Results for the Year Ended December 31, 2023 Group Financial Summary The Group's 2023 performance showed limited growth and reduced profitability due to economic challenges and new investments, with net cash decreasing primarily from share repurchases Group Financial Summary | Metric | 2023 (HKD '000) | 2022 (HKD '000) | | :--- | :--- | :--- | | Gross Merchandise Value (GMV) | 8,424,000 | 8,276,200 | | Net Profit | 45,300 | 212,200 | | Adjusted EBITDA | 122,700 | 316,400 | | Net Cash and Liquid Funds | 935,400 | 1,050,300 | - Net cash and liquid funds decreased primarily due to HKD 110.6 million used for share repurchases during the year58 Chairman's Statement The Chairman's Statement highlights a complex global environment, structural changes in Hong Kong's economy, and intense competition for HKTVmall, leading the Group to focus on 'Marketplace Same-Day Delivery' and international ventures while prioritizing long-term growth and shareholder returns through share repurchases - Hong Kong's retail sector faces structural changes, weakened economic confidence, and domestic competition, requiring HKTVmall to intensify marketing efforts6061 - The Group will accelerate deployment and investment in 'Marketplace Same-Day Delivery' service, viewing it as a unique HKTVmall advantage despite potential short-term losses56 - The UK fully automated retail store business remains in an investment phase, requiring one to two years for system and operational refinement, with overseas expansion deemed essential for long-term benefits despite challenges62 - Management prioritizes long-term growth and will continue share repurchases to benefit shareholders confident in the Group's long-term investment potential8788 Business Review This section reviews the 2023 performance of Hong Kong's e-commerce and new initiatives businesses, noting a segment reorganization, stable HKTVmall GMV despite slow retail recovery, and progress in new ventures like 'Marketplace Same-Day Delivery' and automated retail stores, all while these new projects remain in an investment loss phase - Hong Kong E-commerce Business segment reorganized to include third-party logistics and ThePlace, while Marketplace Same-Day Delivery was reallocated to New Initiatives and Technology Business6590 Completed Order GMV Comparison (2023 vs 2022) | Metric | 2023 (HKD) | 2022 (HKD) | | :--- | :--- | :--- | | HKTVmall Gross Merchandise Value (GMV) | 8,292,900,000 | 8,276,200,000 | | Completed Order GMV | 8,210,300,000 | 8,188,100,000 | - New initiatives (Marketplace Same-Day Delivery, Everuts, fully automated retail stores, and life science projects) generated an adjusted EBITDA loss of approximately HKD 126.2 million in 2023, a significant increase from HKD 57 million loss in 2022, primarily due to full-year operational startup costs and uncapitalized technology and support costs58156 Hong Kong E-commerce Business Hong Kong's e-commerce business maintained stable GMV in 2023 despite a slow retail recovery, driven by marketing campaigns that boosted cross-category sales and expanded the user base, though gross margin and blended commission rates declined due to strategic adjustments, while multimedia advertising revenue grew - Quarterly average purchase frequency per customer decreased from 5.1 times in Q4 2022 to 4.6 times in Q4 202366 - 'A Ma Dou Wah Zheng' marketing campaign aims to encourage users to purchase less frequently bought product categories and expand the customer base69 Product Category GMV Comparison (2023 vs 2022) | Product Category | 2023 (HKD billions) | 2022 (HKD billions) | YoY Growth/Decline (HKD) | YoY Growth/Decline (%) | | :--- | :--- | :--- | :--- | :--- | | Groceries | 3.51 | 4.01 | -0.50 | -12.5% | | Beauty and Health Products | 2.02 | 1.73 | +0.29 | +16.8% | | Electronics and Electrical Appliances | 0.98 | 0.99 | -0.01 | -1.0% | | Pet Supplies | 0.61 | 0.40 | +0.21 | +52.5% | | Home Goods and Furniture | 0.40 | 0.45 | -0.05 | -11.1% | | Others | 0.69 | 0.61 | +0.08 | +13.1% | - Monthly active app users increased from 1,520,000 in December 2022 to 1,680,000 in December 2023, with total unique customers reaching approximately 1,507,0007398 - Third-party logistics services provide 8-hour delivery for HKTVmall merchants, significantly boosting partner merchants' GMV (up to 198%)126 Gross Margin and Blended Commission Rate Comparison (2023 vs 2022) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | 1P Business Gross Margin | 23.6% | 26.2% | | 3P Business Blended Commission Rate | 21.8% | 22.1% | | Total Gross Margin and Blended Commission Rate | 22.3% | 23.4% | - Multimedia advertising revenue grew 14.4% to HKD 150.5 million, indicating increasing adaptation by suppliers, merchants, and partners to leverage the HKTVmall platform for business growth109132 New Initiatives and Technology Business New Initiatives and Technology Business made significant strides in 2023, with 'Marketplace Same-Day Delivery' covering over 91.5% of HKTVmall customers and Everuts expanding globally, while the first self-developed fully automated retail store, in:Five, launched in the UK, though all projects remain in an investment phase requiring further system refinement and scaling - 'Marketplace Same-Day Delivery' service covers over 91.5% of HKTVmall's customer base, offering 3-hour delivery and connecting over 400 market vendors119 Marketplace Same-Day Delivery 2023 Performance | Metric | 2023 | | :--- | :--- | | Gross Merchandise Value (GMV) | Approximately HKD 100.6 million | | Growth in Unique Customers | 10 times (within 12 months) | | Monthly GMV Growth | Nearly 10 times (Jan to Dec 2023) | - Everuts' personal shopper network expanded to over 6,000 shoppers across 30 countries and regions, with 2023 GMV of approximately HKD 30.4 million171 - The first self-developed fully automated retail store, in:Five, launched its pilot in Manchester, UK, in August 2023, featuring one-click app pickup and robot order fulfillment122 Financial Review This section reviews the Group's 2023 financial performance, noting a slight revenue decrease despite increased completed order GMV, declining direct merchandise sales gross margin, stable concessionaire sales and multimedia advertising revenue, increased operating expenses due to marketing and new initiatives, and significant drops in net profit and adjusted EBITDA, while liquidity remains robust despite reduced total cash and prudent capital expenditure Group Revenue and Completed Order GMV Comparison (2023 vs 2022) | Metric | 2023 (HKD) | 2022 (HKD) | | :--- | :--- | :--- | | Completed Order GMV | 8,330,100,000 | 8,188,100,000 | | Revenue | 3,811,700,000 | 3,828,100,000 | Major Revenue Sources Comparison (2023 vs 2022) | Source | 2023 (HKD) | 2022 (HKD) | | :--- | :--- | :--- | | Direct Merchandise Sales | 2,393,000,000 | 2,425,600,000 | | Concessionaire Sales and Other Service Income | 1,268,200,000 | 1,265,400,000 | | Multimedia Advertising Revenue and Program Copyrights | 150,500,000 | 131,600,000 | | Technology Business Revenue | – | 5,400,000 | - Hong Kong E-commerce Business segment's major operating expenses as a percentage of completed order GMV increased from 20.5% in 2022 to 21.2% in 2023, primarily due to increased marketing activities and full-year costs of third-party logistics service trials8124146181 Major Operating Expenses Comparison (as % of Completed Order GMV) (2023 vs 2022) | Expense Category | 2023 (%) | 2022 (%) | | :--- | :--- | :--- | | Delivery Costs | 11.3% | 11.7% | | Marketing, Promotion, and O2O Store Marketing Expenses | 2.7% | 2.4% | | O2O Store Operating Expenses | 2.4% | 1.8% | | E-commerce Operations and Support Costs | 4.8% | 4.6% | Group Net Profit and Adjusted EBITDA Comparison (2023 vs 2022) | Metric | 2023 (HKD) | 2022 (HKD) | | :--- | :--- | :--- | | Profit for the Year | 45,300,000 | 212,200,000 | | Adjusted EBITDA | 122,700,000 | 316,400,000 | - Total cash position decreased from HKD 705.8 million as of December 31, 2022, to HKD 573.6 million as of December 31, 2023, primarily due to investments in financial assets, lease rentals, purchases of property, plant and equipment, share repurchases, and additions to intangible assets157 - The Group invested HKD 258.8 million in capital expenditure in 2023, maintaining a robust financial position to support continuous business expansion20 Outlook The outlook section highlights severe challenges for Hong Kong's retail sector and uncertainty regarding the Group's 2026 GMV target due to shifting consumer habits, while outlining specific 2024 business goals for HKTVmall and new initiatives, strategic enhancements, and an updated capital expenditure plan for expanding automated delivery facilities - Hong Kong's retail sector faces challenges, with government forecasting 2.5% to 3.5% real growth, and shifting consumer shopping habits creating uncertainty for the HKD 12 billion GMV target by 202639 HKTVmall Business Targets vs Actual Performance (2024 vs 2023) | Business Target | 2024 Target | 2023 Actual Performance | | :--- | :--- | :--- | | Full-year Gross Merchandise Value (GMV) | HKD 8.7 billion to HKD 9.1 billion | HKD 8.29 billion | | Blended Gross Margin and Commission Rate | 22.0% to 22.5% | 22.2% | | Multimedia Advertising Revenue | HKD 143 million | HKD 150.5 million | | Delivery Costs as % of GMV | 10.7%–10.8% | 10.8% | | Marketing, Promotion, and O2O Store Marketing Expenses as % of GMV | 2.8%–3.0% | 2.7% | | O2O Store Operating Costs as % of GMV | 2.2%–2.4% | 2.4% | | E-commerce Operations and Support Costs as % of GMV | 4.8%–5.0% | 4.4% | | Adjusted EBITDA as % of GMV | 2.6% to 3.0% | 3.1% | New Initiatives Business Targets vs Actual Performance (2024 vs 2023) | Project | Metric | 2024 Target | 2023 Actual Performance | | :--- | :--- | :--- | :--- | | Everuts | Full-year Gross Merchandise Value (GMV) | HKD 144 million | HKD 30.4 million | | | Adjusted EBITDA Loss | HKD 35 million | HKD 21.1 million | | Marketplace Same-Day Delivery | Full-year Gross Merchandise Value (GMV) | HKD 200 million to HKD 260 million | HKD 100.6 million | | | Adjusted EBITDA Loss | HKD 43 million to HKD 49 million | HKD 50 million | | Fully Automated Retail Store and System | Full-year Gross Merchandise Value (GMV) | HKD 5.3 million | – | | | Adjusted EBITDA Loss | HKD 57 million | HKD 44.5 million | | Life Science Project | Adjusted EBITDA Loss | HKD 10 million | HKD 2.5 million | - The Group will launch 'Display Stores' to expand its online ecosystem and support merchant growth through 'ThePlace' omnichannel online store solution168196 - The goal is to cover 120,000 products with 8-hour express delivery service by the end of 2024197 - The core capital expenditure plan is updated to HKD 250 million to HKD 300 million, primarily for expanding delivery capacity and 3P business parcel sorting capabilities47199 Results This section presents the audited consolidated financial statements for the year ended December 31, 2023, including the consolidated statement of profit or loss, consolidated statement of comprehensive income, and consolidated statement of financial position, showing a significant decrease in profit for the year and total equity Consolidated Statement of Profit or Loss Summary (Year Ended December 31) | Metric | 2023 (HKD '000) | 2022 (HKD '000) | | :--- | :--- | :--- | | Revenue | 3,811,706 | 3,828,051 | | Direct Merchandise Sales | 2,392,982 | 2,425,620 | | Cost of Inventories | (1,865,094) | (1,819,490) | | Concessionaire Sales and Other Service Income | 1,268,187 | 1,265,444 | | Multimedia Advertising Revenue and Program Copyrights | 150,537 | 131,630 | | Technology Business Revenue | – | 5,357 | | Other Operating Expenses | (1,979,343) | (1,868,744) | | Other Income, Net | 90,560 | 15,506 | | Finance Costs | (18,465) | (13,613) | | Profit Before Tax | 38,764 | 142,360 | | Income Tax Credit | 6,557 | 69,844 | | Profit for the Year | 45,321 | 212,204 | | Basic Earnings Per Share | HKD 0.05 | HKD 0.23 | | Diluted Earnings Per Share | HKD 0.05 | HKD 0.22 | Consolidated Statement of Comprehensive Income Summary (Year Ended December 31) | Metric | 2023 (HKD '000) | 2022 (HKD '000) | | :--- | :--- | :--- | | Profit for the Year | 45,321 | 212,204 | | Other Comprehensive Income for the Year | (280) | (14,803) | | Total Comprehensive Income for the Year | 45,041 | 197,401 | Consolidated Statement of Financial Position Summary (As of December 31) | Metric | 2023 (HKD '000) | 2022 (HKD '000) | | :--- | :--- | :--- | | Non-current Assets | 2,458,543 | 2,595,997 | | Current Assets | 1,003,238 | 1,023,515 | | Current Liabilities | 986,797 | 968,758 | | Net Current Assets | 16,441 | 54,757 | | Total Assets Less Current Liabilities | 2,474,984 | 2,650,754 | | Non-current Liabilities | 329,636 | 441,961 | | Total Equity | 2,145,348 | 2,208,793 | Notes to the Financial Statements This section provides detailed notes to the consolidated financial statements, covering the basis of preparation, changes in accounting policies, revenue and segment information, other income/expenses, profit before tax, other comprehensive income, income tax credit, dividends, earnings per share, other financial assets, and trade and other payables, explaining calculation methods, accounting principles, and changes for each item Basis of Preparation The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, using a historical cost basis and involving management judgments, estimates, and assumptions, with an unqualified auditor's report - Financial statements are prepared in accordance with all applicable Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, complying with Listing Rules disclosure provisions257 - Except for investment properties and other financial assets measured at fair value, the financial statements are prepared using the historical cost convention242 Changes in Accounting Policies The Group adopted several HKFRS amendments, including those on accounting estimates, deferred tax, insurance contracts, and international tax reform, and retrospectively adopted guidance on MPF-LSP offset mechanism abolition, none of which had a material impact on current or prior period results or financial position - Amendments to HKAS 8, HKAS 12, and new standards or interpretations like HKFRS 17 have been adopted244259 - Guidance on the accounting impact of abolishing the MPF-Long Service Payment offset mechanism in Hong Kong has been retrospectively adopted, with no material impact on opening equity balances, cash flows, or EPS for 2022 and 2023245260 Revenue and Segment Information The Group's primary businesses are e-commerce and new initiatives, with segment composition revised to reflect this, and revenue disaggregated by nature and timing, mostly recognized at a point in time, while segment results, assets, and liabilities are monitored for resource allocation and performance, with no geographical segment information presented as most operations are in Hong Kong - The Group primarily engages in e-commerce (including HKTVmall, delivery and logistics, multimedia production) and new initiatives and technology businesses (including technology R&D and global technology operations)261265248 Customer Contract Revenue Disaggregation (2023 vs 2022) | Nature of Revenue | 2023 (HKD '000) | 2022 (HKD '000) | | :--- | :--- | :--- | | Direct Merchandise Sales | 2,392,982 | 2,425,620 | | Concessionaire Sales and Other Service Income | 1,268,187 | 1,265,444 | | Multimedia Advertising Revenue and Program Copyrights | 150,537 | 131,630 | | Technology Business Revenue | – | 5,357 | | Total | 3,811,706 | 3,828,051 | | Timing of Revenue Recognition | 2023 (HKD '000) | 2022 (HKD '000) | | :--- | :--- | :--- | | Recognized at a point in time | 3,584,571 | 3,619,126 | | Recognized over time | 227,135 | 208,925 | | Total | 3,811,706 | 3,828,051 | Reportable Segment Profit/Loss (Adjusted EBITDA) (2023 vs 2022) | Segment | 2023 (HKD '000) | 2022 (HKD '000) | | :--- | :--- | :--- | | Hong Kong E-commerce Business | 223,566 | 335,346 | | New Initiatives and Technology Business | (93,394) | (14,794) | | Total | 130,172 | 320,552 | - Most of the Group's operating activities and assets are located in Hong Kong, thus no geographical segment information is presented275 Other Income / (Expenses) Net Other income, net, significantly increased to HKD 90,560 thousand in 2023 from HKD 15,506 thousand in 2022, primarily due to higher bank interest income, increased investment returns from other financial assets, and a base effect from expected credit loss provisions on Russian financial institution bonds in 2022 Other Income / (Expenses) Net Details (2023 vs 2022) | Item | 2023 (HKD '000) | 2022 (HKD '000) | | :--- | :--- | :--- | | Bank interest income | 19,846 | 2,140 | | Dividend and investment income from other financial assets | 6,280 | 6,076 | | Interest income from other financial assets | 16,648 | 13,955 | | Unrealized fair value loss on investment fund units measured at FVTPL | (772) | (13,263) | | Reversal/(provision) for expected credit losses on debt securities measured at FVOCI | 214 | (42,247) | | Rental income from investment properties | 23,774 | 23,774 | | Net exchange gain/(loss) | 4,364 | (6,018) | | Government grants | 21 | 18,728 | | Discount unwinding gain on lease deposits | 3,471 | – | | Others | 16,714 | 12,361 | | Total | 90,560 | 15,506 | - The increase in income is primarily attributable to the base effect from expected credit loss provisions on Russian financial institution bonds in 2022 and a HKD 17.7 million increase in bank interest income184 Profit Before Tax Profit before tax is net of various operating and finance costs, with total other operating expenses increasing to HKD 1,979,343 thousand in 2023, mainly due to higher advertising, marketing, talent, and outsourced delivery expenses, while finance costs primarily comprise interest on lease liabilities and bank charges Other Operating Expenses Details (2023 vs 2022) | Item | 2023 (HKD '000) | 2022 (HKD '000) | | :--- | :--- | :--- | | Depreciation (owned property, plant and equipment) | 87,653 | 91,577 | | Depreciation (right-of-use assets) | 197,462 | 179,728 | | Advertising and marketing expenses | 163,845 | 108,068 | | Auditor's remuneration | 3,451 | 3,050 | | Write-down and write-off of inventories | 30,293 | 20,957 | | Staff costs | 872,017 | 842,688 | | Amortisation of intangible assets | 15,135 | 12,043 | | Outsourced delivery expenses | 294,769 | 270,597 | | Payment processing fees | 92,562 | 92,593 | | Motor vehicle running expenses | 45,676 | 44,762 | | Software license and registration fees | 23,538 | 26,833 | | Utilities, consumables and office expenses | 59,606 | 53,430 | | Others | 91,523 | 104,530 | | Total | 1,979,343 | 1,868,744 | Finance Costs Details (2023 vs 2022) | Item | 2023 (HKD '000) | 2022 (HKD '000) | | :--- | :--- | :--- | | Interest on lease liabilities | 17,771 | 13,122 | | Bank charges | 694 | 491 | | Total | 18,465 | 13,613 | - Total staff costs (including directors) amounted to HKD 872,017 thousand, an increase from last year, partially offset by staff costs capitalized as intangible assets and other contract costs278300 Other Comprehensive Income This section details the components and tax effects of other comprehensive income, which improved to (HKD 280) thousand in 2023 from (HKD 14,803) thousand in 2022, primarily due to changes in fair value reserves for equity instruments and debt securities designated at fair value through other comprehensive income Other Comprehensive Income Details (2023 vs 2022) | Item | 2023 (HKD '000) | 2022 (HKD '000) | | :--- | :--- | :--- | | Net change in fair value reserve for equity instruments designated at FVOCI (non-recyclable) | 2,837 | (6,851) | | Remeasurement of defined benefit plan liability | (917) | – | | Exchange differences arising from translation of financial statements of overseas subsidiaries | (1,135) | 587 | | Net change in fair value reserve for debt securities measured at FVOCI (recyclable) | (1,065) | (8,539) | | Total Other Comprehensive Income | (280) | (14,803) | Income Tax Credit The income tax credit significantly decreased to HKD 6,557 thousand in 2023 from HKD 69,844 thousand in 2022, with Hong Kong profits tax calculated at 16.5% (or 8.25% for the first HKD 2 million of assessable profits for qualifying subsidiaries), and deferred tax primarily arising from temporary differences Income Tax Credit Details (2023 vs 2022) | Item | 2023 (HKD '000) | 2022 (HKD '000) | | :--- | :--- | :--- | | Current tax - Hong Kong profits tax | 12 | 222 | | Current tax - Overseas | 1,041 | 1,059 | | Deferred tax - Origination and reversal of temporary differences | (7,610) | (71,125) | | Total | (6,557) | (69,844) | - Hong Kong profits tax is calculated at 16.5%, with qualifying subsidiaries taxed at 8.25% on the first HKD 2 million of assessable profits305 Dividends The Board decided not to recommend a final dividend for the year ended December 31, 2023, and no interim dividend was declared or paid, to conserve liquidity for future capital expenditure, new investment initiatives, and share repurchase programs - The Board does not recommend a final dividend for the year ended December 31, 2023 (2022: nil)233307 - No interim dividend was declared or paid in 2023 (2022: HKD 0.08 per share)280 Earnings Per Share Basic and diluted earnings per share for 2023 both decreased significantly to HKD 0.05, calculated based on profit for the year and the weighted average number of ordinary shares outstanding, with diluted EPS adjusted for the impact of potential dilutive ordinary shares under the share option scheme Earnings Per Share Comparison (2023 vs 2022) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Basic Earnings Per Share | HKD 0.05 | HKD 0.23 | | Diluted Earnings Per Share | HKD 0.05 | HKD 0.22 | Weighted Average Number of Ordinary Shares (2023 vs 2022) | Item | 2023 (Thousand Shares) | 2022 (Thousand Shares) | | :--- | :--- | :--- | | Ordinary shares in issue at January 1 | 923,090 | 917,007 | | Effect of exercise of options | 657 | 4,234 | | Effect of share repurchases and cancellations | (5,864) | – | | Weighted average number of ordinary shares at December 31 | 917,883 | 921,241 | | Weighted average number of ordinary shares (diluted) at December 31 | 935,322 | 947,786 | Other Financial Assets As of December 31, 2023, total investments in other financial assets increased to HKD 361,772 thousand, comprising equity instruments and debt securities designated at fair value through other comprehensive income, and investment fund units measured at fair value through profit or loss, all fair valued Other Financial Assets Details (2023 vs 2022) | Item | 2023 (HKD '000) | 2022 (HKD '000) | | :--- | :--- | :--- | | Equity instruments designated at FVOCI (non-recyclable) | 87,422 | 81,100 | | Debt securities measured at FVOCI (recyclable) | 226,068 | 214,532 | | Investment fund units measured at FVTPL | 48,282 | 48,901 | | Total | 361,772 | 344,533 | | - Non-current portion | 201,060 | 292,791 | | - Current portion | 160,712 | 51,742 | Trade and Other Payables and Accrued Expenses As of December 31, 2023, total trade payables were HKD 382,760 thousand, mostly not overdue, while other payables and accrued expenses totaled HKD 446,926 thousand, mainly comprising accrued staff salaries, payables for property, plant and equipment purchases, outsourced human resources service expenses, and advertising and promotion expenses Trade Payables Ageing Analysis (2023 vs 2022) | Ageing | 2023 (HKD '000) | 2022 (HKD '000) | | :--- | :--- | :--- | | Not overdue – 30 days | 369,977 | 340,717 | | 31–60 days | 2,926 | 6,045 | | 61–90 days | 1,147 | 2,170 | | Over 90 days | 8,710 | 5,695 | | Total | 382,760 | 354,627 | Other Payables and Accrued Expenses (2023 vs 2022) | Item | 2023 (HKD '000) | 2022 (HKD '000) | | :--- | :--- | :--- | | Contract liabilities | 259,392 | 245,797 | | Other payables and accrued expenses | 187,534 | 197,868 | | Non-current other payables and accrued expenses | 6,479 | – | | Total | 453,405 | 443,665 | Capital and Reserves This section presents the statement of changes in equity for the year ended December 31, 2023, showing a decrease in total equity from HKD 2,208,793 thousand in 2022 to HKD 2,145,348 thousand in 2023, primarily influenced by profit for the year, other comprehensive income, and share repurchases and cancellations Total Equity (2023 vs 2022) | Metric | 2023 (HKD '000) | 2022 (HKD '000) | | :--- | :--- | :--- | | Total Equity | 2,145,348 | 2,208,793 | - Total equity decreased primarily due to profit for the year, other comprehensive income, and share repurchases and cancellations313 Purchase, Sale or Redemption of Listed Securities For the year ended December 31, 2023, the Company repurchased 35,449,000 shares on the Stock Exchange for approximately HKD 110.2 million (excluding expenses), which were subsequently cancelled, demonstrating the Board's confidence in the Company's growth potential and long-term prospects 2023 Share Repurchase Details | Month of Purchase | Number of Shares Purchased | Highest Price Paid (HKD) | Lowest Price Paid (HKD) | Total Consideration Paid (Excluding Expenses) (HKD) | | :--- | :--- | :--- | :--- | :--- | | July | 1,266,000 | 4.49 | 4.45 | 5,677,870 | | August | 2,658,000 | 3.48 | 3.43 | 9,212,510 | | September | 22,866,000 | 3.28 | 2.91 | 72,682,560 | | October | 2,928,000 | 2.95 | 2.73 | 8,333,580 | | November | 1,116,000 | 2.58 | 2.47 | 2,820,490 | | December | 4,615,000 | 2.56 | 2.39 | 11,475,160 | | Total | 35,449,000 | | | 110,202,170 | - Repurchased shares were subsequently cancelled, with the Board believing the buyback is in the best interests of the Company and shareholders, reflecting confidence in business growth potential and long-term prospects291 Corporate Governance Code The Company complied with the Corporate Governance Code for the year ended December 31, 2023, except for independent non-executive directors serving over nine years, for which the Board maintains their independence and is actively seeking suitable candidates, while all directors confirmed full compliance with the standard code for securities transactions, and the Audit Committee reviewed the audited financial results - The Company did not comply with Corporate Governance Code provision B.2.4(b) in 2023 as all independent non-executive directors served over nine years, but a new independent non-executive director was appointed effective January 1, 2024225236 - The Company believes existing independent non-executive directors maintain independence, the Board's composition ensures balanced and effective governance, and qualified candidates are being sought and evaluated226227228230 - All directors confirmed full compliance with the standard code for securities transactions during 2023231 - The Audit Committee reviewed and discussed the audited financial results for the year ended December 31, 2023, with management232 Annual General Meeting The Annual General Meeting will be held on Tuesday, June 18, 2024, with share transfer registration suspended from June 13 to June 18, 2024, to determine shareholders' eligibility to attend and vote, and this announcement also lists the Board of Directors - The Annual General Meeting will be held on Tuesday, June 18, 2024222 - Share transfer registration will be suspended from Thursday, June 13, 2024, to Tuesday, June 18, 2024223 Board of Directors | Position | Name | | :--- | :--- | | Chairman | Mr. Cheung Chi Kin | | Deputy Chairman and Group Chief Executive Officer | Mr. Wong Wai Kay, Ricky | | Group Chief Financial Officer and Company Secretary | Ms. Wong Nga Lai, Alice | | Chief Executive Officer (International Business) | Mr. Lau Chi Kong | | Chief Executive Officer (Hong Kong) | Ms. Chow Wai Ching, Vivian | | Independent Non-executive Director | Mr. Li Hon Ying, Bernard | | Independent Non-executive Director | Mr. Pak Dun Li | | Independent Non-executive Director | Mr. Mak Wing Sum, Alvin | | Independent Non-executive Director | Mr. On Yu Chiu, Andrew |