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1、Annual Report 2022 VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED1ContentsCorporate Information2Biographical Details of Directors3Management Discussion and Analysis5Report of the Directors23Corporate Governance Report32Independent Auditor s Report45Consolidated Statement of Profit or Loss51Consol

2、idated Statement of Profit or Loss and Other Comprehensive Income52Consolidated Statement of Financial Position53Consolidated Statement of Changes in Equity55Consolidated Cash Flow Statement56Notes to the Financial Statements57List of Subsidiaries109List of Properties111Five-Year Financial Summary11

3、2Corporate InformationVANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED Annual Report 20222BOARD OF DIRECTORSExecutive DirectorsSUN Jia(Chairman)QUE Dongwu(Chief Executive Officer)DING Changfeng(appointed with effect from 23 May 2022)ZHOU YueLEE Kai-Yan(resigned with effect from 23 May 2022)Independ

4、ent Non-Executive DirectorsCHOI Fan WaiLAW Chi Yin,CynthiaZHANG AnzhiAUDIT COMMITTEECHOI Fan Wai(Chairman)LAW Chi Yin,CynthiaZHANG AnzhiREMUNERATION COMMITTEEZHANG Anzhi(Chairman)QUE DongwuCHOI Fan WaiNOMINATION COMMITTEE LAW Chi Yin,Cynthia(Chairman)SUN JiaZHANG AnzhiCOMPANY SECRETARYYIP Hoi ManAUD

5、ITORKPMG(Public Interest Entity Auditor registered in accordance with the Accounting and Financial Reporting Council Ordinance)LEGAL ADVISORS TO THE COMPANY Reed Smith Richards Butler LLP(as to Hong Kong law)Maples and Calder(Hong Kong)LLP(as to Cayman Islands law)PRINCIPAL BANKERBank of China(Hong

6、Kong)LimitedREGISTERED OFFICE P.O.Box 309,Ugland House Grand Cayman KY1-1104Cayman IslandsPRINCIPAL PLACE OF BUSINESS55th Floor,Bank of China Tower1 Garden RoadCentralHong KongTelephone:(852)2309 8888Fax:(852)2328 8097Email:WEBSITEhttp:/HONG KONG SHARE REGISTRAR AND TRANSFER OFFICEComputershare Hong

7、 Kong Investor Services LimitedShops 17121716,17th Floor,Hopewell Centre183 Queen s Road EastWan ChaiHong KongBiographical Details of DirectorsAnnual Report 2022 VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED3EXECUTIVE DIRECTORSMr.Sun Jia,aged 45,was appointed an Executive Director and the Chairm

8、an of the Vanke Overseas Investment Holding Company Limited(the“Company”,together with its subsidiaries,the“Group”)in November 2021.He is also a member of the Nomination Committee of the Company.Mr.Sun joined China Vanke Co.,Ltd.(“China Vanke”),a company listed on The Stock Exchange of Hong Kong Lim

9、ited(the“Stock Exchange”)(stock code:2202)and a controlling shareholder of the Company in 2007,and became the general manager of its strategy and investment management department in 2008.In 2010,he was appointed as the general manager of Xi an Vanke Company Limited.He had been the general manager of

10、 Shanghai Vanke Company Limited since 2012,and was appointed as a Vice President of China Vanke in 2015.In March 2016,he was appointed as the Executive Vice President,the Supervisor of Finance and the Chief Financial Officer of China Vanke.He is currently the Chief Partner and Chief Executive Office

11、r of Southern Regional Business Group,and Chief Partner of Shenzhen Vanke of China Vanke.Mr.Sun graduated from the School of Economics,Peking University with a bachelor s degree in 2001.In 2007,he graduated from Harvard Business School with a master s degree in Business Administration.Ms.Que Dongwu,

12、aged 56,was appointed an Executive Director of the Company in July 2012 and the Chief Executive Officer of the Company in February 2019.She is also a member of the Remuneration Committee of the Company and a director of certain subsidiaries within the Group.Ms.Que joined China Vanke in May 1993 and

13、is currently a staff representative supervisor of China Vanke.She is also a director of Vanke Property(Hong Kong)Company Limited(“VPHK”).Ms.Que has over 15 years of experience in corporate finance and real estate investment.She obtained her master degree in Economics from Fudan University,PRC in Jul

14、y 1999.Mr.Ding Changfeng,aged 53,was appointed an Executive Director of the Company in May 2022.Mr.Ding joined China Vanke in 1992.In January 2000,he was appointed as the general manager of Shanghai Vanke Company Limited and became the Vice President of China Vanke in 2001.In November 2005,he became

15、 the general manager of Northern Regional Business Group of China Vanke.He is currently the Chief Executive Officer of the Hotels and Resorts Business Unit of China Vanke and also acts as a director of various subsidiaries and associated companies of China Vanke.Since November 2020,he has been servi

16、ng as a non-executive and non-independent director of Banyan Tree Holdings Limited,the shares of which are listed on the Singapore Stock Exchange(Singapore stock code:B58).Mr.Ding graduated from the School of International Politics with a Bachelor s Degree in 1991 and a Master s Degree in Global Eco

17、nomics in 1998,both from Peking University.Ms.Zhou Yue,aged 40,was appointed an Executive Director of the Company in May 2021.Ms.Zhou has been the managing director of Vanke Overseas UK Management Limited,a subsidiary of the Company in the United Kingdom(the“UK”),since December 2020.She leads the st

18、rategic expansion of the business of the Group in the UK specialised for the sourcing,execution and operation of investments in the region.Ms.Zhou has over 14 years of experience in the financial services industry.Prior to joining the Group,Ms.Zhou was a managing director at Perella Weinberg Partner

19、s UK Limited where she focused on advising the British and European corporate and private equity clients on mergers and acquisitions and restructuring transactions in the industrials,natural resources and real estate sectors between 2008 and 2020.Ms.Zhou started her career at the Global Industrials

20、Investment Banking Group of Citigroup Global Markets in London,the UK in 2006.Ms.Zhou received a Bachelor of Arts with Honors in Economics from Harvard University in 2006.VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED Annual Report 20224Biographical Details of Directors(continued)INDEPENDENT NON-

21、EXECUTIVE DIRECTORSMr.Choi Fan Wai,aged 53,has been appointed as an Independent Non-Executive Director of the Company in May 2021.He is also the chairman of the Audit Committee and a member of the Remuneration Committee.Mr.Choi has more than30 years of experience in the audit and financial services

22、industry.Mr.Choi worked for Deloitte Touche Tohmatsu since January 1998 and was admitted as a partner of Deloitte Touche Tohmatsu in June 2005 until December 2006.Mr.Choi has also profound professional experience in asset management services,including through his prior work at JP Morgan Asset Manage

23、ment,a subsidiary of JP Morgan Chase&Co.(a company whose shares are listed on the New York Stock Exchange,ticker symbol:JPM),between 2007 and 2008,Elmore Capital Limited(a formerly licensed corporation under the SFO)which was subsequently restructured to become Wolver Hill Asset Management Asia Limi

24、ted(a licensed corporation under the SFO),between 2009 and 2017,and Crowe(HK)CPA Limited from 2017 to 2020.Mr.Choi is currently the director,a responsible officer and partner of AIM Capital Consortium Limited(a licensed corporation under the SFO).Mr.Choi graduated from The Hong Kong Polytechnic Univ

25、ersity with a bachelor s degree of arts in accountancy in 1991.He is currently a fellow member of Hong Kong Institute of Certified Public Accountants and a fellow member of Institute of Chartered Accountants in England and Wales.Ms.Law Chi Yin,Cynthia,aged 57,was appointed an Independent Non-Executi

26、ve Director of the Company in May 2015.She is also the Chairman of the Nomination Committee and a member of the Audit Committee of the Company.Ms.Law has over 25 years of experience in banking and finance.Ms.Law joined The Hongkong and Shanghai Banking Corporation Limited(“HSBC”)in 1987 and worked t

27、here until her recent retirement as the Managing Director and Deputy Head of Global Banking of HSBC,China in August 2014.Ms.Law is a veteran banker possessing banking,capital markets and management experience across HSBC s key global businesses including retail banking and wealth management,commerci

28、al banking,global trade and receivable finance and had,since 1996,been specialised in global banking and markets in Mainland China.She is currently an adviser to JL Capital Family Office Pte.Ltd.,a Singapore based fund management company,in relation to their China related investments.Ms.Law graduate

29、d from the University of Toronto with a double major degree in Computer Science for Data Management and Commerce.She is a chartered financial analyst.Mr.Zhang Anzhi,aged 51,was appointed an Independent Non-Executive Director of the Company in March 2019.He is also the Chairman of the Remuneration Co

30、mmittee,a member of the Audit Committee and a member of the Nomination Committee of the Company.Mr.Zhang has extensive experience in investment banking,corporate finance,investment and general management.Mr.Zhang worked at Deutsche Bank Aktiengesellschaft from 2009 to 2018,during which period he ser

31、ved in various management positions and his last position was managing director and vice chairman of Greater China Corporate Finance.Prior to that,he worked at Merrill Lynch(Asia Pacific)Limited from 2004 to 2009 and his last position was director and Head of Corporate Finance China.Before joining M

32、errill Lynch,Mr.Zhang worked at J.P.Morgan plc and The Hongkong and Shanghai Banking Corporation Limited as an investment banker.Management Discussion and AnalysisAnnual Report 2022 VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED5BUSINESS REVIEWOverviewWhile the financial year 2022 was a year of u

33、ncertainty as the world was recovering from the disruptions and setbacks caused by the COVID-19 pandemic and in an attempt to adjust and adapt,the global economy was facing tremendous challenges high inflation,high food prices,energy supply shortages,steep rises in interest rates and more expensive

34、debt service.All these challenges posed serious problems for many economies and their financial systems.2022 was a year filled with a mix of economic growth and economic pressure around the globe.The Group recorded a profit attributable to the shareholders of the Company for the year of approximatel

35、y HK$28.2 million(2021:HK$424.6 million),representing a decrease of approximately 93%.The decrease was mainly due to the combined effect of(i)a one-off termination fee received by an associate from its tenant for terminating the lease for the associate s investment property located in California,the

36、 United States of America(the“US”)during the year ended 31 December 2021,but not during the year,which led to a significant decrease in share of profit from the associate of approximately HK$163 million;and(ii)the fair value gain of approximately HK$201 million contributed by the Group s investment

37、property located in London,the United Kingdom(the“UK”),namely Ryder Court,in 2021 but not during the year as a result of the completion of the disposal of Ryder Court on 28 January 2022.In 2022,as the then existing management services framework agreement entered into by the Group and VPHK and certai

38、n of its subsidiaries(collectively,the“VPHK Parties”)in 2020 expired on 31 December 2022 and the parties wished to continue engaging in the transactions thereunder,the Company has renewed the new management services framework agreement with the VPHK Parties for a term of three years from 1 January 2

39、023 until 31 December 2025.Under the new management services framework agreement,the Group will continue to be engaged on an exclusive basis to provide management services to the VPHK Parties in Hong Kong,the UK and the US(the“Management Services”).For details of the Management Services,please refer

40、 to the Company s announcements dated 26 October 2022 and 23 December 2022 and circular dated 23 November 2022.At the beginning of the year,the Group continued to hold various equity interests or investment instruments(as the case may be)in certain properties in Hong Kong,London in the UK,and San Fr

41、ancisco and New York in the US which included(i)various units and car park spaces of Regent Centre,which is located at 63 Wo Yi Hop Road and 70 Ta Chuen Ping Street,Kwai Chung,New Territories,Hong Kong(“Regent Centre”);(ii)the property comprising pieces or parcels of ground located at 62,64,66 and 6

42、8 Chun Yeung Street,Hong Kong(the“Chun Yeung Street Property”);(iii)approximately 99.95%effective interest in the investment property Ryder Court located at 1317 Bury Street and 12,14 and 16 Ryder Street,St James s,London,SW1,the UK(“Ryder Court”);(iv)45%effective interest in the investment property

43、 located at 657 and 663667 Mission Street,San Francisco,California,the US(“Mission”);and(v)100%of the holding entity which participates in 49%effective interest in the investment instruments(“Investment Instruments”)for funding the development of the property located at 25 Park Row,New York,the US(“

44、Park Row”).VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED Annual Report 20226Management Discussion and Analysis(continued)BUSINESS REVIEW(continued)Overview(continued)On 21 January 2022,the Group,as seller,entered into a sale and purchase agreement with,among others,M&G TS Ryder Limited,as purcha

45、ser,to dispose of the equity interest in Ryder Court with the property value being fixed at GBP132.0 million,the completion of which took place on 28 January 2022(the“Disposal”).Ryder Court was acquired by the Group with the property value being fixed at approximately GBP115.5 million on 30 June 201

46、9.Upon completion,the Group no longer held any interest in Ryder Court and the financial results of Lithium Real Estate(Jersey)Limited,the entity which held the Ryder Court property,were no longer consolidated into the financial statements of the Group.For details of the Disposal,please refer to the

47、 Company s announcements dated 21 January 2022 and 28 January 2022,and circular dated 25 February 2022.Separately,on 22 November 2021,the Group,as purchaser,entered into a sale and purchase agreement with Oceanic Jade Limited,a subsidiary of VPHK and as seller,to acquire(i)the entire issued share ca

48、pital of Enigma Company Limited(“Enigma”),a company incorporated in the British Virgin Islands which indirectly holds the property comprising pieces or parcels of ground located in No.221-233 Yee Kuk Street,Sham Shui Po,Hong Kong(“Bondlane I”);and(ii)the shareholder s loan due by Enigma and its subs

49、idiaries to VPHK,at a consideration of HK$848.7 million by way of cash(the“2021 Acquisition”),the completion of which took place on 31 January 2022.The Group intends to develop Bondlane I into a residential-based project.It is expected that sales of the residential units built on Bondlane I would co

50、ntribute income to the Group from the second half of 2024.For details of the 2021 Acquisition,please refer to the Company s announcements dated 22 November 2021,20 January 2022 and 31 January 2022,and circular dated 31 December 2021.On 20 September 2022,the Government of the Hong Kong Special Admini

51、strative Region awarded the tender of a piece of land parcel known as Sha Tin Town Lot No.643,located at Hin Wo Lane,Sha Tin,New Territories,Hong Kong(the“Hin Wo Lane Property”)with a total site area of approximately 1,383.3 square metres at the consideration of approximately HK$786.4 million to Cha

52、mpion Estate(HK)Limited(the“Champion”),a company in which each of the Company and Wing Tai Properties Limited indirectly owns 50%effective interests(the“2022 Acquisition”).The Group and Wing Tai Properties Limited intend to develop the Hin Wo Lane Property into a residential project.As a result of t

53、he completion of the Disposal,the 2021 Acquisition and the 2022 Acquisition during the year,as at 31 December 2022,the Group no longer held equity interests in Ryder Court but continue to hold equity interests or investment instruments(as the case may be)in certain properties in Hong Kong and San Fr

54、ancisco and New York in the US which included(i)various units and car park spaces in Regent Centre;(ii)the Chun Yeung Street Property;(iii)Bondlane I;(iv)50%effective interest in Hin Wo Lane Property;(v)45%effective interest in Mission;and(vi)100%of the holding entity which participates in 49%effect

55、ive interest in the Investment Instruments for funding the development of Park Row.During the year under review,the Group s revenue is derived from the leasing of units and car parking spaces in Regent Centre,the leasing of Ryder Court,interest from the Investment Instruments and provision of asset

56、management services.Revenue for the year was approximately HK$353.2 million(2021:HK$461.2 million),representing a decrease of approximately 23%.The decrease was mainly due to the combined effect of(i)the decrease in interest income on the Investment Instruments due to the collection of principals on

57、 the Investment Instruments during the year which lead to the decrease in the amounts of principals;(ii)the decrease in revenue generated from Ryder Court due to the Disposal;and(iii)a decrease in revenue generated from the asset management services.Annual Report 2022 VANKE OVERSEAS INVESTMENT HOLDI

58、NG COMPANY LIMITED7Management Discussion and Analysis(continued)BUSINESS REVIEW(continued)Overview(continued)The Group s investment in Regent Centre was at a fair value of HK$1,994.3 million as at 31 December 2022(31 December 2021:HK$1,994.3 million).The Group s investment in Ryder Court at a fair v

59、alue of approximately HK$1,325.6 million as at 28 January 2022(31 December 2021:HK$1,323.4 million)was disposed of in January 2022.There has been no change in the valuation methodology of the Group s investment properties.After netting off the exchange adjustments of investment properties of approxi

60、mately HK$2.2 million(2021:HK$17.2 million)and the disposal of Ryder Court of HK$1,325.6 million(2021:nil),there is no fair value change for the year(2021:fair value gain of HK$191.3 million).Asset managementFrom the second half of 2019 onwards,the Group has been providing asset management services

61、to VPHK Parties with respect to VPHK Parties projects in Hong Kong,the UK and the US.In return,the asset management service fees calculated at 1.25%per annum of the total capital of the relevant projects invested by VPHK Parties was charged by the Group.Revenue from the provision of asset management

62、 services during the year amounted to approximately HK$200.4 million(2021:HK$228.7 million),representing a decrease of approximately 12%.The decrease was due to the decrease in the total capital of the relevant projects invested by VPHK Parties during the year.Segment profit from the provision of as

63、set management services decreased to approximately HK$38.3 million for the year ended 31 December 2022(2021:HK$75.3 million),mainly due to the increase in direct operating expenses of the asset management teams and the decrease in the total capital of the relevant projects invested by VPHK Parties d

64、uring the year.Property investmentThe Group s investment properties comprise various portions of Regent Centre,which is located at 63 Wo Yi Hop Road and 70 Ta Chuen Ping Street,Kwai Chung,New Territories,Hong Kong.As at 31 December 2022,the Group owns a total gross floor area of approximately 657,00

65、0 square feet,representing 64%of the total gross floor area of Regent Centre.Occupancy rate of Regent Centre was 95%as at 31 December 2022(31 December 2021:96%)and monthly passing rent was HK$9.5 per square foot as at 31 December 2022(31 December 2021:HK$9.5 per square foot).Apart from monthly rent,

66、the tenants are responsible for payment of a property management fee to the landlord,whose income has been accounted for as part of the revenue of the Group.Total revenue from the leasing of units and car parking spaces during the year was approximately HK$98.1 million(2021:HK$98.7 million).From the

67、 beginning of the year up to the completion of the Disposal,the Group s investment properties also comprised approximately 76,000 square feet in Ryder Court,which is located at 1317 Bury Street and 12,14 and 16 Ryder Street,St James s,London,SW1,the UK,representing 100%of the total gross floor area

68、of Ryder Court.As a result of the Disposal,total revenue from the leasing of Ryder Court during the year decreased to approximately HK$3.3 million(2021:HK$46.1 million).Segment profit before change in fair value of investment properties of the Group amounted to approximately HK$78.9 million for the

69、year(2021:HK$77.9 million),representing an increase of approximately 1%.The increase was mainly due to the netting effect of(i)the decrease in revenue generated from Ryder Court;and(ii)the gain on the Disposal.VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED Annual Report 20228Management Discussion

70、 and Analysis(continued)BUSINESS REVIEW(continued)Property developmentThe Group s property development projects comprise(i)investment in the development of the West Rail Tsuen Wan West Station TW6 property development project(the“TW6 Project”and also known as“The Pavilia Bay”);(ii)investment in Miss

71、ion;(iii)participation in the Investment Instruments for funding the development of Park Row;(iv)the development of the Chun Yeung Street Property;(v)the development of Bondlane I;and(vi)investment in the development of the Hin Wo Lane Property.One of the Group s property development projects is rep

72、resented by investment in Ultimate Vantage Limited(“Ultimate Vantage”),a 20%associate of the Group.Ultimate Vantage is a special purpose vehicle established in January 2013 for the development of The Pavilia Bay.Up to the date hereof,all units have been sold at gross proceeds of approximately HK$10.

73、1 billion and all of the sold units of The Pavilia Bay have been handed over to the buyers.Gold Value Limited(“Gold Value”),a 20%associate of the Group,was formed by the Group and the joint venture partner in Ultimate Vantage(the“TW6 Partner”)in November 2016 for the purpose of providing first and s

74、econd mortgage financing to the buyers of the TW6 Project on market terms.Finance for the business of Gold Value is provided by the Group and the TW6 Partner by way of interest-bearing shareholder s loans on a several basis and in proportion to each of the parties shareholding interest in Gold Value

75、.The Groups total investment in Ultimate Vantage and Gold Value(collectively,the“TW6 Associates”),comprising the share of net assets of the Group in the TW6 Associates as well as an amount due from Gold Value,amounted to approximately HK$180.1 million as at 31 December 2022(31 December 2021:HK$173.5

76、 million).The increase in total investment of the Group during the year was mainly due to the combined effect of(i)partial repayment of amount due from Gold Value of approximately HK$22.8 million(out of the repayment of mortgages by the buyers of The Pavilia Bay to Gold Value);and(ii)the Group s sha

77、re of profit of TW6 Associates amounted to approximately HK$29.4 million for the year(2021:HK$3.3 million).The increase in share of profit was mainly due to the reversal of the constructions costs over-accrued in the prior years.Another of the Group s property development projects is represented by

78、investment in 657667 Mission Street Venture LLC,a 45%associate of the Group,and its subsidiaries(collectively,the“Mission Street Group”).The Mission Street Group owns Mission with a total gross floor area of approximately 155,000 square feet.During the year,the Group had shared a loss of HK$67.0 mil

79、lion(2021:profit of HK$95.9 million)from Mission Street Group.The decrease in share of profit was mainly due to the combined effect of(i)the receipt of the one-off termination fee in 2021 from a tenant for terminating the lease which contributed to the income in 2021 but not during the year;and(ii)t

80、he decrease in fair value of Mission during the year.Annual Report 2022 VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED9Management Discussion and Analysis(continued)BUSINESS REVIEW(continued)Property development(continued)The Group s another property development project is represented by the parti

81、cipation in 49%effective interest in the Investment Instruments for funding the development of Park Row held by Supreme J Limited,an indirect wholly-owned subsidiary of the Company.The revenue generated from the Investment Instruments during the year amounted to approximately HK$51.4 million(2021:HK

82、$87.6 million),representing a decrease of approximately 41%.The decrease was due to the collection of principals on the Investment Instruments during the year which lead to the decrease in the amounts of principals.The Group owns the entire equity interests in the Chun Yeung Street Property and Bond

83、lane I.The Chun Yeung Street Property and Bondlane I are being redeveloped into a hospitality-related property and residential-based property,respectively,and are both under development during the year in accordance with the development.The Group also owns the 50%effective interest in the Hin Wo Lan

84、e Property.The Hin Wo Lane Property is being redeveloped into a residential property and is under development during the year in accordance with the development.Segment loss amounted to approximately HK$39.9 million for the year(2021:profit of HK$157.4 million).The decrease in profit was mainly due

85、to the combined effect of(i)the share of loss of Mission Street Group during the year;and(ii)the decrease in profit generated from the Investment Instruments.Head office and corporate expensesHead office and corporate expenses,net of unallocated income,were approximately HK$22.0 million during the y

86、ear(2021:HK$28.1 million).The decrease was mainly due to the legal and professional fees arising from the 2021 Acquisition and Disposal during 2021.Finance incomeFinance income for the year amounted to approximately HK$8.3 million(2021:HK$2.7 million),comprising interest income on bank deposits and

87、bank balances of HK$6.6 million(2021:HK$0.4 million)and interest income on shareholders loans due from Gold Value amounted to approximately HK$1.7 million(2021:HK$2.3 million).The increase in finance income was mainly due to the increase in bank interest rates during the year.VANKE OVERSEAS INVESTME

88、NT HOLDING COMPANY LIMITED Annual Report 202210Management Discussion and Analysis(continued)FINANCIAL REVIEWLiquidity and financial resourcesEquity attributable to shareholders of the Company amounted to approximately HK$4,301.9 million as at 31 December 2022(31 December 2021:HK$4,299.9 million).The

89、 increase was due to the equity attributable to the shareholders of the Company for the year of HK$37.1 million less a payment of 2021 final dividend of HK$35.1 million.The Group s interest-bearing bank and other borrowings of approximately HK$657.7 million as at 31 December 2022(31 December 2021:HK

90、$1,265.7 million)were mainly denominated in Hong Kong dollars.The bank loans of HK$645.7 million(31 December 2021:HK$1,207.6 million)were arranged on a floating rate basis,while the lease liabilities of HK$12.0 million(31 December 2021:HK$58.1 million)were arranged on a fixed rate basis.The decrease

91、 was due to the Disposal during the year.The Group has a banking facility amounting to HK$1,000.0 million(31 December 2021:HK$1,000.0 million)in which approximately HK$646.4 million(31 December 2021:GBP42.0 million,equivalent to approximately HK$442.2 million)has been utilised as at 31 December 2022

92、.As at 31 December 2021,the Group had another banking facility of GBP75.0 million(equivalent to approximately HK$789.7 million)in which approximately GBP72.8 million(equivalent to approximately HK$766.3 million)(the“UK Loan”)had been utilised.Upon completion of the Disposal in January 2022,the UK Lo

93、an was fully repaid and all the relating security documents were released and discharged.After deducting other borrowing costs capitalised of approximately HK$0.7 million(31 December 2021:HK$0.9 million),the total outstanding bank loan was approximately HK$645.7 million(31 December 2021:HK$1,207.6 m

94、illion).The maturity dates of these bank loans are set out in note 21 to the financial statements.As at 31 December 2022,the maturity profile of the outstanding bank loan was as follows:At31 December2022At31 December2021HK$000HK$000 Within 1 year or on demand766,287After 2 years but within 5 years64

95、5,670441,281 645,6701,207,568 As at 31 December 2022,the debt-to-equity ratio of the Company,which is calculated as interest-bearing bank and other borrowings divided by total equity of the Group,was 15.3%(31 December 2021:29.4%).The ratio of net debts(interest bearing bank and other borrowings net

96、of bank balances and cash)divided by total equity was 1.7%(31 December 2021:10.6%).The decrease in the ratios is primarily due to(i)the decrease of bank balances as at 31 December 2022;and(ii)the decrease of bank loans due to the Disposal.The Group s bank balances and cash amounted to HK$585.1 milli

97、on as at 31 December 2022(31 December 2021:HK$811.9 million).The Chun Yeung Street Property,Bondlane I and Hin Wo Lane Property are free from encumbrances for the time being which can be leveraged to raise funds and bring in additional cash resources to the Group as and when required.Taking these in

98、to account,it is expected that the Group should have sufficient working capital for its current requirements.Annual Report 2022 VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED11Management Discussion and Analysis(continued)FINANCIAL REVIEW(continued)Risk of fluctuations in exchange ratesAs the Grou

99、p operates in Hong Kong,the US and the UK,all its assets and liabilities are denominated in Hong Kong dollar,the US dollar and pound sterling.The Group will monitor the foreign exchange exposures and take appropriate measures from time to time in order to minimise the Group s foreign exchange exposu

100、res.Capital commitmentsThe Group had a contractual commitment of HK$98.3 million as at 31 December 2022(31 December 2021:HK$280.1 million)in respect of capital expenditure to be incurred in the development of Chun Yeung Street Property.Contingent liabilities and financial guaranteesAs at 31 December

101、 2022,a wholly-owned subsidiary of the Company engaging in the businesses of property investment has been granted a banking facility of HK$1,000.0 million,of which HK$646.4 million(31 December 2021:GBP42.0 million(equivalent to approximately HK$442.2 million)has been utilised,which is subject to a g

102、uarantee given by the Company to the bank for up to 100%(31 December 2021:100%)of the fund drawn down.Pledge of assetsAs at 31 December 2022,the Group s secured bank loan was secured by the following assets of the Group:(i)the entire share capital of Access Rich Limited,Cheer Win Limited,Chericourt

103、Company Limited,WK Parking Limited and WK Property Financial Limited(collectively,the“Regent Centre Companies”),subsidiaries which holds Regent Centre;(ii)the entire share capital of Future Best Developments Limited,the holding company of the Regent Centre Companies;and(iii)floating charge over all

104、the rental related receivables of the Regent Centre Companies.Significant investments held,material acquisitions and disposals of subsidiaries and associates Apart from the Disposal,the 2021 Acquisition and the 2022 Acquisition as disclosed in the section headed“Business Review”of this report,there

105、were no other significant investments held,material acquisitions or disposals of subsidiaries and associates during the year.VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED Annual Report 202212Management Discussion and Analysis(continued)FINANCIAL REVIEW(continued)Key performance indicators(“KPIs”

106、)The Directors manage the business of the Group through a number of KPIs as below.(i)Occupancy rate of Regent Centre Definition and calculation:Occupancy rate is a measure of leasing performance.It is defined as gross floor area that have been rented out as a percentage of total gross floor area ava

107、ilable for renting.Purpose:Occupancy rate is a key driver in maintaining revenue.Source of underlying data:Internal company data.Quantified KPI data:The graph below shows the year-end occupancy rate of Regent Centre in the last five years(the“Relevant Period”)2018:99%,2019:96%,2020:96%,2021:96%,2022

108、:95%.Development in 2022:The occupancy rate of Regent Centre remained stable during the year.0102030405060708090100Occupancy rate%202220212020201920189996969695Regent Centre No changes have been made to the source of data or calculation methods used over the periods shown.As a result of the Disposal

109、,Ryder Court has not contributed to the revenue of the Group and is no longer owned by the Group since 29 January 2022.Therefore,the Company does not consider the occupancy rate of Ryder Court during the year to be a relevant KPI for the purpose of measuring the business and financial performance of

110、 the Company.Annual Report 2022 VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED13Management Discussion and Analysis(continued)FINANCIAL REVIEW(continued)Key performance indicators(“KPIs”)(continued)(ii)Passing rent of Regent Centre Definition and calculation:Passing rent is another measure of leas

111、ing performance.It is defined as the average rental rate of existing tenancies weighted by gross floor area.Purpose:Passing rent is a key driver in achieving revenue growth.Source of underlying data:Internal company data.Quantified KPI data:The graph below shows the passing rent of Regent Centre at

112、the end of each financial year during the Relevant Period 2018:HK$9.7 per sq.ft.,2019:HK$10.0 per sq.ft.,2020:HK$9.8 per sq.ft.,2021:HK$9.5 per sq.ft.,2022:HK$9.5 per sq.ft.Development in 2022:The passing rent of Regent Centre remained the same during the year.012345678910Passing rentHK$/sq.ft.20222

113、0212020201920189.710.09.89.59.5Regent Centre No changes have been made to the source of data or calculation methods used over the periods shown.As a result of the Disposal,Ryder Court has not contributed to the revenue of the Group and is no longer owned by the Group since 29 January 2022.Therefore,

114、the Company does not consider the passing rent of Ryder Court during the year to be a relevant KPI for the purpose of measuring the business and financial performance of the Company.VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED Annual Report 202214Management Discussion and Analysis(continued)FIN

115、ANCIAL REVIEW(continued)Key performance indicators(“KPIs”)(continued)(iii)Cost of services to revenue ratio Definition and calculation:Cost of services to revenue ratio measures the operation efficiency by expressing cost of services as a percentage of revenue.Purpose:It is a cost control tool,which

116、 reflects the direct cost incurred in generating every dollar of revenue.Source of underlying data:Figures from the financial statements prepared in accordance with Hong Kong Financial Reporting Standards(“HKFRSs”)(on or before 31 December 2019)or International Financial Reporting Standards(“IFRSs”)

117、(as from 1 January 2020).Quantified KPI data:The graph below shows the cost of services to revenue ratio for(i)Regent Centre during the Relevant Period 2018:22.4%,2019:21.6%,2020:21.6%,2021:25.1%,2022:27.9%;and(ii)asset management business for each the financial year since the Group began providing

118、asset management services since 30 June 2019 2019:68.8%,2020:61.7%,2021:66.9%,2022:80.6%.Development in 2022:The cost of services to revenue ratio for Regent Centre has increased due to the increase in direct operating expenses.The cost of services to revenue ratio for the provision of asset managem

119、ent services has increased mainly due to the increase in direct operating expenses of the asset management teams and the decrease in the total capital of the relevant projects invested by VPHK Parties during the year.01020304050607080Cost of services to revenue ratio%2022202120202019201822.421.621.6

120、66.925.127.980.6Nil68.861.7Regent CentreAsset management Save for the change from HKFRSs to IFRSs mentioned herein,no changes have been made to the source of data or calculation methods used over the periods shown.As a result of the Disposal,Ryder Court has not contributed to the revenue of the Grou

121、p and is no longer owned by the Group since 29 January 2022.Therefore,the Company does not consider the cost of services to revenue ratio of Ryder Court during the year to be a relevant KPI for the purpose of measuring the business and financial performance of the Company.Annual Report 2022 VANKE OV

122、ERSEAS INVESTMENT HOLDING COMPANY LIMITED15Management Discussion and Analysis(continued)FINANCIAL REVIEW(continued)Key performance indicators(“KPIs”)(continued)(iv)Gearing ratio Definition and calculation:Gearing ratio is a measure of financial leverage,demonstrating the degree to which the Group s

123、activities are funded by interest-bearing debts.It is calculated by first subtracting the bank balances and cash from total interest-bearing debts and then divided the figure by equity attributable to shareholders of the Company.Purpose:The Group carefully manages its gearing ratio to strike a balan

124、ce of obtaining funds through debt financing while maintaining its financial health.Source of underlying data:Figures from the financial statements prepared in accordance with HKFRSs(on or before 31 December 2019)or IFRSs(as from 1 January 2020).Quantified KPI data:The graph shows below the gearing

125、ratio of the Group at the end of each financial year during the Relevant Period 2018:nil,2019:21.4%,2020:17.7%,2021:10.6%,2022:1.7%.Development in 2022:The gearing ratio of the Group decreased as a result of(i)the decrease of bank balances as at 31 December 2022;and(ii)the decrease of bank loans due

126、 to the Disposal.051015202530Gearing ratio%20222021202020192018Nil10.617.721.41.7 Save for the change from HKFRSs to IFRSs mentioned herein,no changes have been made to the source of data or calculation methods used over the periods shown.VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED Annual Repo

127、rt 202216Management Discussion and Analysis(continued)FINANCIAL REVIEW(continued)Key performance indicators(“KPIs”)(continued)(v)Return on equity Definition and calculation:Return on equity measures the efficiency of the Group at generating profits from each dollar of shareholder equity.It is calcul

128、ated by dividing profit attributable to shareholders of the Company by average shareholders equity.Purpose:The Group aims to satisfy shareholders expectation by delivering a stable return on equity.Source of underlying data:Figures from the financial statements prepared in accordance with HKFRSs(on

129、or before 31 December 2019)or IFRSs(as from 1 January 2020).Reconciliation of financial statement information:Average shareholders equity=Weighted average of share capital and share premium during the year+(Opening balance of other reserves plus closing balance of other reserves)/2 Quantified KPI da

130、ta:The graph shows below the return on equity of the Group at the end of each financial year during the Relevant Period 2018:20.3%,2019:3.6%,2020:4.8%,2021:10.3%,2022:0.7%.Development in 2022:The return on equity of the Group decreased mainly due to the combined effect of(i)the fair value gain recor

131、ded from Ryder Court in 2021 which has been disposed of in January 2022;and(ii)the decrease in share of profit from Mission Street Group due to the receipt of the one-off termination fee received from the tenant for terminating the lease of Mission in 2021 which contributed to the profit of Mission

132、Street Group in 2021 but not during the year.051015202530Return on equity%202220212020201920180.710.34.83.620.3 Save for the change from HKFRSs to IFRSs mentioned herein,no changes have been made to the source of data or calculation methods used over the periods shown.Annual Report 2022 VANKE OVERSE

133、AS INVESTMENT HOLDING COMPANY LIMITED17Management Discussion and Analysis(continued)FINANCIAL REVIEW(continued)Principal risks and uncertaintiesThe Group s businesses,results of operations,financial conditions and prospects are subject to risks and uncertainties,which may or may not be controllable

134、by the Group.The factors below set out those risks and uncertainties,which in the opinion of the Directors principally affect the Group s businesses,results of operations,financial conditions or prospects.Such factors are by no means exhaustive.There may be other risks and uncertainties which are no

135、t identified for the time being or turn out to be material in the future.(i)Economic conditions and property market in Hong Kong and the USPart of the Group s revenue and operating profit are derived from the leasing of the properties in Hong Kong.The Group also shares results of the Mission Street

136、Group which owns a property in San Francisco,the US.As a result,the performance of the Group is currently susceptible to the economic conditions in Hong Kong,and the US,particularly the performance of the property market.Any adverse changes in the social,political,economic and legal environments in

137、the relevant markets,unfavorable government policies on the property market,increase in supply of properties,global financial crisis or interest rate hikes may adversely affect the relevant property market.These are beyond the control of the Group and,may adversely affect the revenue and profitabili

138、ty of the Group and thus the value of the Group s properties.(ii)Business partnersThe leasing and management of the units and car parking spaces in Regent Centre are conducted by independent service providers under close supervision of the Group s management.However,there can be no assurance on the

139、performance of the leasing agent.Any unsatisfactory performance of the leasing agent may potentially lead to drop in property occupancy and passing rent,chances of improper property maintenance and/or repairs of damaged property facilities and increased tenant dissatisfaction,resulting in an adverse

140、 impact on revenue and profitability of the Group and thus the value of Regent Centre.In addition,our business partners may have economic or business interests or goals that are inconsistent with those of the Group,take action contrary to the Group s policies and objectives,be unable or unwilling to

141、 fulfil their contractual obligations or cease to provide services out of their own accord.These may result in an adverse impact on the Group s businesses,results of operations,financial conditions or prospects.(iii)Financial resources to fund property acquisitionsProperty development and property i

142、nvestment are capital intensive.The Group s ability to obtain funding for property acquisition and development is dependent on a number of factors such as general economic conditions,the Group s financial performance,willingness of banks to lend and/or investors to invest and monetary policies in Ho

143、ng Kong and the US,which are predominately beyond the control of the Group.As a result,there can be no assurance that the Group will obtain funding from the capital or debt markets on commercially reasonable terms or at all.This may potentially lead to increased funding costs and perhaps an inabilit

144、y to capitalise on potential investment opportunities.(iv)Staff continuityThe operation of the Group will continue to be dependent on the services of its employees.Competition for skilled and experienced workforce is intense in the property industry.Any significant staff turnover with no suitable re

145、placements being identified in a timely manner may cause disruption to the Group s businesses.The ability of the Group to expand may also be hindered if the Group is unable to identify,hire,train and retain suitably skilled and qualified employees for its businesses.VANKE OVERSEAS INVESTMENT HOLDING

146、 COMPANY LIMITED Annual Report 202218Management Discussion and Analysis(continued)FINANCIAL REVIEW(continued)Principal risks and uncertainties(continued)(v)Reputation riskThe Group may be involved from time to time in dispute with various parties in the development,leasing and management of the Grou

147、p s properties,including contractors,suppliers,property managers,tenants and the joint venture partner.The operation of the Group is also subject to compliance of applicable external rules,regulations,laws and standards.Any non-compliance with law or dispute with stakeholders may potentially result

148、in damage to the Groups reputation,disruption to the Groups businesses,financial loss and diversion of resources and management attention.(vi)Competing interestsAt present,China Vanke has two investment platforms for its property businesses in Hong Kong and the US,namely(a)the Group,in which China V

149、anke has an indirect shareholding interest of 75%,and(b)VPHK,in which China Vanke has an indirect shareholding interest of 100%.Mr.Sun Jia,an Executive Director of the Company(the“Executive Director”),is also the Chief Partner and Chief Executive Officer of Southern Regional Business Group,and Chief

150、 Partner of Shenzhen Vanke of China Vanke.Ms.Que Dongwu,an Executive Director,is also a director of VPHK.Mr.Ding Changfeng,an Executive Director,is connected to China Vanke by virtue of his current position as a director of certain subsidiaries of China Vanke.As a result,the Group and VPHK may compe

151、te with each other in their property businesses in Hong Kong and the US.For the environmental,social and governance risks,please refer to the separately published environmental,social and governance report of the Company for the year ended 31 December 2022.The Group has formulated a risk management

152、policy having considered the requirements regarding internal control contained in the Corporate Governance Code contained in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited(the“Listing Rules”).A risk management system has been established to pr

153、ovide the Board of Directors and the management an effective oversight of the risks the Group is facing,promote accountability across the organisation and ensure efficient controls are in place to mitigate the top risks the Group is facing.Key risk indicators have also been established for the purpo

154、se of enhancing the Board s oversight of key risk exposures,monitoring changes in the levels of risk exposure and contributing to the early warning signals that enable the Company to report risks,prevent crises and mitigate in time.Annual Report 2022 VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED

155、19Management Discussion and Analysis(continued)FINANCIAL REVIEW(continued)Environmental policiesThe Group is committed to build a better environment by adopting an environmental-friendly approach in its business operation.The Group is committed to complying with all applicable environmental laws and

156、 regulations in conducting its business.The Group aims to reduce emissions and use of resources in its operation through the following:(i)Enhancing the efficiency of use of resources in the Group s business operation;(ii)Adopting the use of energy-efficient equipment across the Group s properties an

157、d offices;(iii)Encouraging employees to minimise their daily use of resources such as electricity;(iv)Engaging tenants to adopt environmental-friendly initiatives to minimise their use of resources such as water and electricity consumption;(v)Providing support to tenants on environmental-friendly pr

158、actices,for example,provision of recycling facilities;(vi)Encouraging contractors and/or service providers to adopt environmental-friendly practices in their design,services and products;(vii)Undertaking property development projects which is conducive to environmental protection and to obtain envir

159、onmental certification such as BEAM Plus,LEED,China GBL,and other equivalent green building labels,where practicable;and(viii)Encouraging responsible investment by taking sustainability considerations into the Group s investment decisions,where practicable.The Group favours service providers,contrac

160、tors,suppliers and business partners who follow environmental-friendly practices in providing their design,services and products and will continue to promote environmental awareness among the Groups key stakeholders,including tenants,business partners,shareholders and employees,through ongoing commu

161、nication and engagement.During the year,the Group was not aware of any environmental laws or regulations that might have a material impact on the property rental and management business of the Group or any non-compliance with any relevant environmental laws that might have a significant impact on th

162、e businesses of the Group.For more details of the sustainability policies,please refer to the Environmental,Social and Governance Report 2022 of the Company.Compliance with laws and regulationsDuring the year,the Group was not aware of any non-compliance with any relevant laws and regulations that m

163、ight have a significant impact on the businesses of the Group.VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED Annual Report 202220Management Discussion and Analysis(continued)FINANCIAL REVIEW(continued)Relationship with suppliers,customers and employeesSuppliersThe Group appoints external service

164、providers in respect of the leasing and management of its owned premises and car parking spaces in Regent Centre(the“Property Managers”).Common areas and common facilities in Regent Centre are managed by an independent third party estate manager(the“Estate Manager”)pursuant to a deed of mutual coven

165、ant and management agreement dated 24 March 1997.The Property Managers and the Estate Manager are familiar with the tenancy and property management affairs in Regent Centre,as they have been entrusted with such responsibilities since completion of development of the project in 1996.Relationship with

166、 the Property Managers and the Estate Manager dated back to July 2012 when China Vanke became the controlling shareholder of the Company.The Group works closely with the Property Managers and the Estate Manager on all tenancy and property management affairs,including sourcing and assessment of tenan

167、ts,rental receivable management and general property maintenance.In addition,regular meetings are held to facilitate two-way communications.CustomersThe tenants in Regent Centre are the Group s key customers.The Group is committed to providing quality services to its customers.During the year,the Gr

168、oup maintained active dialogue with the Property Managers and the Estate Manager and carried out independent customer satisfaction survey on all aspects of property management and leasing affairs in Regent Centre.A customer service hotline has also been established for the tenants of Regent Centre t

169、o voice their comments,feedback and complaints to the Group.The key customers of the Group s asset management services are the subsidiaries of China Vanke.With the established relationship with China Vanke,the Group continues to be the core asset management service provider of China Vanke.EmployeesT

170、he Group values its employees and encourages its staff to achieve a good work-life balance.Staff turnover rate was 33%in 2022(2021:17%).The average length of services of the employees in the Group,since the change of controlling shareholder of the Company to China Vanke in July 2012,was 2.3 years(31

171、 December 2021:1.8 year)as at 31 December 2022.Annual Report 2022 VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED21Management Discussion and Analysis(continued)EMPLOYEES AND REMUNERATION POLICYThe Group had 100 employees as at 31 December 2022(31 December 2021:105).Staff costs(including Directors

172、emoluments)remained stable at approximately HK$130.9 million(2021:HK$131.0 million)during the year.VPHK provides administrative and management support to the Group on a cost basis.During the year,total fee payable to VPHK in relation to administrative and management support to the Group remained sta

173、ble at approximately HK$7.3 million(2021:HK$7.1 million)during the year.The Executive Directors periodically review the adequacy of the staffing of the Group by reference to the Group s business requirements.Should there be employees recruited under the Group,their remuneration and benefit packages

174、will be structured on market terms with regard to individual responsibility and performance.All eligible employees in Hong Kong are enrolled to a defined mandatory provident fund scheme.Other employment benefits are awarded at the discretion of the Group.OUTLOOKAfter three years of uncertainties bri

175、nging unprecedented challenges to the global economy caused by the COVID-19 pandemic,with the cancellation of most of the remaining anti-COVID measures in Hong Kong,the full reopening of the China-Hong Kong border,resumption of travel between Hong Kong and the rest of the world,we believe that year

176、2023 will be full of hopes of normalisation.Yet,the challenges like rising interest rates,global geopolitical tension,and potential global recession may add hardship to many businesses of all sizes and across all industries including the property market.Despite these challenges,the Group will use it

177、s best endeavors to explore investment opportunities in the property markets in 2023 and continues to leverage on the network of VPHK and its subsidiaries to penetrate into the global market with a view to expanding its customer base both locally and overseas.On the positive note,we are cautiously o

178、ptimistic about the general property market in Hong Kong.The Group is financially healthy and,with appropriate cost management,is prepared for any economic pressure that may arise from the aforesaid challenges.Looking into 2023,the Group will keep an eye on investment opportunities,including those i

179、n other real estate markets in the world,which have good development and investment potential with the objective of being open-minded about new opportunities for growth and expansion of the Group s business and value creation for its shareholders as a whole.The Group s investment property in Hong Ko

180、ng,Regent Centre,is expected to maintain the occupancy rate and passing rent in 2023.The Group s Investment Instruments are expected to generate less revenue and profit in 2023 due to the collection of principals on the Investment Instruments during the year which lead to the decrease in the amounts

181、 of principals.In addition,the Group s asset management business is expected to generate stable revenue and profit in 2023.VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED Annual Report 202222Management Discussion and Analysis(continued)FINAL DIVIDENDDividend PolicyThe Company adopts a general divi

182、dend policy that aims to provide shareholders of the Company with a reasonable dividend payout to the extent practicable.In proposing the final dividend,the Board has taken into account,inter alia:the Group s actual and expected financial performance;the interests of its shareholders as a whole;reta

183、ined earnings and distributable reserves of the Company and each of the other members of the Group;the level of the Group s debts to equity ratio,return on equity and financial covenants to which the Group is subject;any restrictions on payment of dividends by the Company to its shareholders or by t

184、he Company s subsidiaries to the Company;the Group s expected working capital requirements and future expansion plans;liquidity position and future commitments at the time of declaration of dividend;taxation considerations;possible effects on the Group s creditworthiness;general economic conditions,

185、business cycle of the Group s business and other internal or external factors that may have an impact on the business or financial performance and position of the Group;and other factors that the Board deem appropriate.Any dividends unclaimed for one year after having been declared may be invested o

186、r otherwise made use of by the Board for the exclusive benefit of the Company until claimed subject to and in accordance with the Company s Articles of Association.Any dividends unclaimed for six years after having been declared may be forfeited by the Board and shall revert to theCompany subject to

187、 and in accordance with the Company s Articles of Association.RecommendationThe Directors recommend the payment of a final dividend of HK$0.09 per share(2021:HK$0.09 per share).Subject to the passing of the relevant resolution at the annual general meeting of the Company to be held on 16 June 2023(t

188、he“2023 AGM”),the proposed final dividend will be payable to the shareholders on 12 July 2023.GratitudeI would like to take this opportunity to express my sincere gratitude to all employees for their steadfast dedication and diligence in ensuring the Group s operations and providing high quality ser

189、vices in the past remarkably difficult year amid the pandemic.I would also like to thank my fellow directors for their continuous contribution and guidance and all our shareholders,stakeholders and customers for their support.On behalf of the BoardSun JiaChairman and Executive DirectorHong Kong,24 M

190、arch 2023Report of the DirectorsAnnual Report 2022 VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED23The Directors have pleasure in submitting their report and the audited financial statements for the year ended 31 December2022.PRINCIPAL ACTIVITIESThe principal activity of the Company is investment

191、 holding.The names,particulars and principal activities of its subsidiaries are set out on pages 109 to 110 of the Annual Report.BUSINESS REVIEWA discussion and analysis of the Group s performance,including a discussion of the principal risks and uncertainties facing the Group,can be found in the Ma

192、nagement Discussion and Analysis set out on pages 5 to 22 of the Annual Report.The said discussion and analysis forms part of this directors report.RESULTS AND APPROPRIATIONSThe results of the Group for the year are set out in the consolidated statement of profit or loss on page 51 and the consolida

193、ted statement of profit or loss and other comprehensive income on page 52 of the Annual Report.During the board meeting on 24 March 2023,the Directors recommended a final dividend for the year ended 31 December2022 of HK$0.09 per share totalling approximately HK$35,058,000(2021:HK$0.09 per share tot

194、alling approximately HK$35,058,000),which will be payable on 12 July 2023 if approved by the shareholders at the 2023 AGM.PRE-EMPTIVE RIGHTSNo pre-emptive rights exist in the Cayman Islands being the jurisdiction in which the Company was incorporated.SHARE CAPITALThere was no movement in the share c

195、apital of the Company during the year.RESERVESMovements in the reserves of the Group and the Company during the year are set out in the consolidated statement of changes in equity on page 55 of the Annual Report and note 23(a)to the financial statements respectively.DISTRIBUTABLE RESERVESUnder the C

196、ompanies Law of the Cayman Islands,the balance in the share premium account is distributable.Accordingly,total distributable reserves of the Company amounted to HK$1,758,214,000 as at 31 December 2022(2021:HK$1,622,079,000).CHARITABLE DONATIONSCharitable donations made by the Group during the year a

197、mounted to HK$34,000(2021:HK$78,000).DIRECTORSThe Directors during the year and up to the date of this report were:Executive DirectorsSun Jia(Chairman)Que Dongwu(Chief Executive Officer)Ding Changfeng(appointed with effect from 23 May 2022)Zhou YueLee Kai-Yan(resigned with effect from 23 May 2022)In

198、dependent Non-Executive DirectorsChoi Fan WaiLaw Chi Yin,CynthiaZhang AnzhiVANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED Annual Report 202224Report of the Directors(continued)DIRECTORS(continued)Ms.Que Dongwu,Ms.Zhou Yue and Mr.Choi Fan Wai retired by rotation pursuant to Article 116 of the Comp

199、any s Articles of Association and were re-elected as directors of the Company at the annual general meeting of the Company held on 24 June 2022(the“2022 AGM”).Mr.Sun Jia and Mr.Ding Changfeng,each having been appointed by the board of directors of the Company as a director of the Company on 23 Novem

200、ber 2021 and 23 May 2022 respectively pursuant to Article 99 of the Company s Articles of Association,held office until the 2022 AGM and were re-elected as directors of the Company at the 2022 AGM.Pursuant to Article 116 of the Company s Articles of Association,Mr.Ding Changfeng,Ms.Law Chi Yin,Cynth

201、ia and Mr.Zhang Anzhi will retire by rotation at the 2023 AGM and,being eligible,offer themselves for re-election.None of the Directors has a service contract with the Company which is not terminable by the Company within one year without payment of compensation(other than statutory compensation).DI

202、RECTORS INTERESTS IN EQUITY OR DEBT SECURITIESAs at 31 December 2022,the interests or short positions of the Directors in the shares,underlying shares or debentures of the Company or its associated corporations(within the meaning of Part XV of the Securities and Futures Ordinance(the“SFO”)as recorde

203、d in the register kept under section 352 of the SFO,or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers(the“Model Code”)were as follows:Interests in associated corporationsName of DirectorName ofassociat

204、edcorporationType ofsharesInterests held as beneficial ownerInterests held by spouseInterests held by controlledcorporationsOtherinterestsNumber ofunderlyingshares heldunder equityderivativesTotalInterestsPercentageof issuedshare capital Sun Jia China Vanke A shares 5,800 5,800(Note 1)0.00006%Que Do

205、ngwuChina VankeA shares208,200208,200(Note 1)0.00214%Ding ChangfengChina VankeA shares1,037,6601,037,660(Note 1)0.01067%Notes:1.The total number of ordinary A shares of China Vanke in issue as at 31 December 2022 was 9,724,196,533 and the total number of ordinary H shares of China Vanke in issue as

206、at 31 December 2022 was 1,906,512,938.The percentage of issued share capital shown above is calculated based on the number of issued shares in the relevant class alone,without taking into account the issued share capital of the other classes.All the interests in the shares disclosed under this secti

207、on represent long position in the shares of the associated corporations of the Company.Save as disclosed herein,as at 31 December 2022,none of the Directors or any of their spouses or children aged under eighteen years of age had any interests or short positions in the shares,underlying shares and d

208、ebentures of the Company or any of its associated corporations(within the meaning of Part XV of the SFO)which was required to be recorded in the register kept by the Company under section 352 of the SFO or which was required to be notified to the Company and the Stock Exchange pursuant to the Model

209、Code.Annual Report 2022 VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED25Report of the Directors(continued)DIRECTORS RIGHTS TO ACQUIRE SHARES OR DEBENTURESPursuant to a business partnership scheme adopted by China Vanke in 2014,certain employees of the China Vanke Group and the Group have been adm

210、itted as business partners entrusting part of their bonuses into a collective account(the“collective bonuses”)for investment management by Shenzhen Yang an Financial Advisory Limited,including the introduction of leveraged finance for investment.All business partners in the scheme have undertaken th

211、at the collective bonuses and derivative assets will be centralised under closed-end management,without any payment to specific individuals,before the release of the contingent obligation requiring the return of the collective bonuses.An investment management and holding agreement was executed by al

212、l business partners.Mr.Sun Jia,Ms.Que Dongwu,Mr.Ding Changfeng and Ms.Zhou Yue are beneficiaries in the scheme.Save for the above,at no time during the year was the Company or any of its subsidiaries or the Company s holding company or a subsidiary of the Company s holding company a party to any arr

213、angements to enable the Directors to acquire benefits by means of the acquisition of shares in,or debentures of,the Company or any other body corporate.The Company and its subsidiaries did not have any share option scheme in force during the year.SUBSTANTIAL SHAREHOLDERSApart from the interests or s

214、hort positions of the Directors in the shares,underlying shares or debentures of the Company or its associated corporations(within the meaning of Part XV of the SFO)as disclosed in the section“Directors Interests in Equity or Debt Securities”,the register kept under section 336 of the SFO(the“Regist

215、er”)shows that as at 31 December2022 the Company has been notified of the following interests or short positions in the shares of the Company:Name ofsubstantial shareholderLong position/short positionCapacity of interestTotalnumber ofshares inwhich theshareholderis interestedPercentage ofshareholdin

216、g China Vanke(Note 1)Long position Held by controlled corporations 292,145,949 75.0%CITIC Securities Company Limited(Note 2)Long positionHeld by controlled corporations30,080,0007.72%Notes:1.As recorded in the Register,the 292,145,949 ordinary shares of the Company are held by China Vanke through Wk

217、land Investments Company Limited,which is an indirect wholly-owned subsidiary of China Vanke.Wkland Investments Company Limited is a direct wholly-owned subsidiary of Wkland Limited.Wkland Limited is a direct wholly-owned subsidiary of VPHK.VPHK is a direct wholly owned subsidiary of Shanghai Vanke

218、Real Estate Company Limited.Shanghai Vanke Real Estate Company Limited is a direct wholly-owned subsidiary of Shanghai Vanke Investment and Management Company Limited.Shanghai Vanke Investment and Management Company Limited is a direct wholly-owned subsidiary of China Vanke.2.As recorded in the Regi

219、ster,the 30,080,000 ordinary shares of the Company are held by CSI Capital Management Limited,which is a direct wholly-owned subsidiary of CITIC Securities International Company Limited,which in turn is a wholly-owned subsidiary of CITIC Securities Company Limited.VANKE OVERSEAS INVESTMENT HOLDING C

220、OMPANY LIMITED Annual Report 202226Report of the Directors(continued)SUFFICIENCY OF PUBLIC FLOATBased on the information that is publicly available to the Company and within the knowledge of the Directors,the Company maintained the percentage prescribed under the Listing Rules of the Company s share

221、s in public hands as at the latest practicable date prior to the issue of this Annual Report.INDEMNITY OF DIRECTORSThe Articles of Association of the Company provides that every Director is entitled to be indemnified out of the assets of the Company against all losses or liabilities incurred or sust

222、ained by him/her as a Director in defending any proceedings,whether civil or criminal,in which judgement is given in his/her favour,or in which he/she is acquitted.The Company has taken out and maintained directors liability insurance throughout the year,which provides appropriate cover for the dire

223、ctors of the Company and its subsidiaries.Save for the above,during the year ended 31 December 2022,the Company was not aware of any permitted indemnity provision in force for the benefit of one or more(existing or former)directors of the Company(whether entered into by the Company or not)or its ass

224、ociated companies(if made by the Company).MANAGEMENT CONTRACTSOn 7 January 2022,the Group renewed the agreement relating to the sharing of administrative services with VPHK on a cost basis for a period of three years taking retrospective effect and commencing from 1 January 2022,which is terminable

225、by either party on giving no less than one month s notice.Total fees paid/payable to VPHK for such services amounted to HK$7,256,000 for the year(2021:HK$7,129,000).On 1 December 2020,the Group entered into an agreement relating to the sharing of administrative services with VPHK on a cost basis for

226、 a period of three years taking retrospective effect and commencing from 1 January 2020,which is terminable by either party on giving no less than one month s notice.Total fees received/receivable from VPHK for such services amounted to HK$843,000 for the year(2021:HK$590,000).On 16 December 2022,th

227、e Group has renewed the administrative services sharing agreement with VPHK on a cost basis for a period of three years and commencing from 1 January 2023,which is terminable by either party giving no less than one month s notice.DIRECTORS INTERESTS IN CONTRACTSAs disclosed in the section“Management

228、 Contracts”,the Company entered into contracts with VPHK in relation to the sharing of administrative services on a cost basis.The Company is an indirect 75%-owned subsidiary of VPHK,which in turn is an indirect wholly-owned subsidiary of China Vanke.Mr.Sun Jia(through his spouse)and Mr.Ding Changfe

229、ng have beneficial interests in the issued shares of China Vanke.Ms.Que Dongwu is a director of VPHK and is beneficially interested in the issued shares of China Vanke.Save as disclosed above,no contracts of significance were entered into between the Company or any of its subsidiaries and the Compan

230、y s holding company or a subsidiary of the Company s holding company,nor were there any contracts of significance in relation to the Group s businesses in which a Director had a material interest,whether directly or indirectly,subsisted at the end of the year or at any time during the year.Annual Re

231、port 2022 VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED27Report of the Directors(continued)DIRECTORS INTERESTS IN COMPETING BUSINESSESSet out below is information disclosed pursuant to Rule 8.10(2)of the Listing Rules.Apart from the interests of the Directors in China Vanke as disclosed in the s

232、ection headed“Directors Interests in Equity or Debt Securities Interests in associate corporations”in this report,the following Directors are also directors and/or officers of China Vanke and/or its subsidiaries and affiliates as set out in the table below.Name of DirectorPosition held in China Vank

233、e and/or its subsidiaries and affiliates Sun JiaThe Chief Partner and Chief Executive Officer of Southern Regional Business Group,and Chief Partner of Shenzhen Vanke of China VankeQue DongwuA staff representative supervisor of the supervisory committee of China VankeDing ChangfengThe Chief Executive

234、 Officer of the Hotels and Resorts Business Unit of China Vanke and a director of various subsidiaries and associated companies of China VankeAt present,the Group owns property development and investment projects in Hong Kong and the US.VPHK,an indirect wholly-owned subsidiary of China Vanke,and its

235、 subsidiaries(excluding the Group)(the“VPHK Group”)also own property development and investment projects in Hong Kong and the US.Depending on circumstances,either the Group or VPHK Group participates in acquisitions of land or property development projects in Hong Kong from the Hong Kong Government

236、or entities controlled by the Hong Kong Government through public auction or tender on a sole basis or by way of a joint venture arrangement with independent third parties,or acquire property development and investment projects in Hong Kong and the US on a sole basis or by way of a joint venture arr

237、angement.Each of Mr.Sun Jia and Mr.Ding Changfeng holds managerial positions in certain subsidiaries or business units of China Vanke.Ms.Que Dongwu is a common director of the Company and VPHK.Mr.Sun Jia(through his spouse),Ms.Que Dongwu and Mr.Ding Changfeng have beneficial interests in the issued

238、shares of China Vanke.Ms.Zhou Yue,an executive Director,and Mr.Choi Fan Wai,Ms.Law Chi Yin,Cynthia and Mr.Zhang Anzhi,the independent non-executive Directors,do not participate in the routine business of VPHK.The independent non-executive Directors,with the assistance of the chief financial officer

239、and company secretary of the Company,exercise due care and skills in ensuring that the Group is capable of carrying on its business at arm s length and independently from VPHK.Save as disclosed above,the Directors were not(i)aware of any other business of China Vanke which competes or is likely to c

240、ompete,either directly or indirectly,with the Group s businesses;or(ii)aware that any of them had interests in any business which competed or was likely to compete,either directly or indirectly,with the business of the Group which would fall to be discloseable under the Listing Rules.VANKE OVERSEAS

241、INVESTMENT HOLDING COMPANY LIMITED Annual Report 202228Report of the Directors(continued)DISCLOSURE PURSUANT TO RULE 13.22 OF THE LISTING RULESAs at 31 December 2022,the aggregate of amount of financial assistance provided by the Group to Gold Value and Champion Estate Holdings Limited(“Champion Hol

242、dings”),affiliated companies of the Company as defined under the Listing Rules,by way of shareholder s loans amounted to approximately HK$439 million,which exceeded 8%under the assets ratio as defined under Rule 14.07(1)of the Listing Rules.Details of the relevant advances to Gold Value and Champion

243、 Holdings as at 31 December 2022 are as follows:NoteHK$million Amount due from Gold Value(a)46Amount due from Champion Holdings(b)393 Total439(a)The balance is unsecured,interest-bearing at Hong Kong Prime Rate minus 2.1%per annum.The balance of approximately HK$2 million is expected to be recovered

244、 within one year,while the remaining balance of approximately HK$44 million will be recovered after one year.(b)The balance is unsecured,interest-free and expected to be recovered after one year.The statements of financial position of Gold Value and Champion Holdings as at 31 December 2022 and the G

245、roup s attributable interests therein are set out below.Statementof financialpositionGroup sattributableinterestNoteHK$millionHK$million Gold ValueNon-current assets19338Current assets418Current liabilities(2)Loans due to shareholders(a)(230)(46)Net assets2Champion HoldingsCurrent assets788394Loans

246、due to shareholders(b)(788)(394)Net assets(a)The balance is unsecured,interest-bearing at Hong Kong Prime Rate minus 2.1%per annum.The balance of approximately HK$7 million is expected to be repaid within one year,while the remaining balance of approximately HK$223 million will be repaid after one y

247、ear.(b)The balance is unsecured,interest-free and expected to be repaid after one year.Annual Report 2022 VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED29Report of the Directors(continued)PURCHASE,SALE OR REDEMPTION OF SHARESNeither the Company nor any of its subsidiaries had purchased,sold or re

248、deemed any of the Company s shares during the year.CONNECTED TRANSACTIONOn 22 November 2021,Vanke Hong Kong Investment Company Limited,an indirect wholly-owned subsidiary of the Company as purchaser,entered into a sale and purchase agreement with Oceanic Jade Limited,a subsidiary of VPHK and as sell

249、er,to acquire(i)the entire issued share capital of Enigma Company Limited(“Enigma”),a company incorporated in the BVI;and(ii)the shareholder s loan due by Enigma and its subsidiaries(the“Enigma Group”)to VPHK,at a consideration of HK$848.7 million by way of cash.The Enigma Group holds Bondlane I and

250、 is principally engaged in property development in Hong Kong.The independent shareholders of the Company approved the 2021 Acquisition on 20 January 2022.Completion of the 2021 Acquisition took place on 31 January 2022.The Group has been exploring opportunities to increase its scale and profitabilit

251、y with the aim of optimising return for its shareholders and is positive about the long-term prospect of the property market in Hong Kong.The Group intends to develop Bondlane I into a residential-based project.The Board believes that the 2021 Acquisition represents an attractive investment opportun

252、ity to the Company and would increase the Group s overall competitiveness by broadening the Group s property portfolio and income base which is crucial amid increasing competitions.As Oceanic Jade Limited is a wholly-owned subsidiary of VPHK,a controlling shareholder indirectly holding 75%of the iss

253、ued share capital of the Company,Oceanic Jade Limited is a connected person and the 2021 Acquisition constitutes a connected transaction under Chapter 14A of the Listing Rules.For details of the said transaction,please refer to the Company s announcements dated 22 November 2021,20 January 2022 and 3

254、1 January 2022 and circular dated 31 December 2021.CONTINUING CONNECTED TRANSACTIONSOn 7 September 2020,Vanke Overseas Management Holding Company Limited(“VOI Management Holding”),Vanke Holdings(Hong Kong)Company Limited(“VOI HK”),Vanke Overseas UK Management Limited(“VOI UK”)and Vanke US Management

255、 LLC(“VOI US”)(collectively the“VOI Parties”)and Vanke Holdings USA LLC(“Vanke US”),VPHK and Chogori Investment(Hong Kong)Limited(“Chogori”,together with Vanke US and VPHK,collectively the“VPHK Parties”)entered into a management services framework agreement,pursuant to which the Group would provide

256、asset management services to VPHK and certain of its subsidiaries(including other subsidiaries of China Vanke which may become interested in any real estate development and/or investment projects in Hong Kong,the US and the UK)(the“Old Management Services Framework Agreement”).The Old Management Ser

257、vices Framework Agreement became effective on 30 October 2020 and expired on 31 December 2022.Each of the VOI Parties is a subsidiary of the Company.VPHK,an indirect wholly-owned subsidiary of China Vanke,is an intermediate holding company of the Company.Each of the VPHK Parties is an indirect wholl

258、y-owned subsidiary of China Vanke.Therefore,each of the VPHK Parties is a connected person of the Company under Chapter 14A of the Listing Rules.Pursuant to the Old Management Services Framework Agreement,the annual cap for the transactions under for the period from 1 January 2022 to 31 December 202

259、2 was HK$263 million.During the year ended 31 December 2022,the Group generated revenue of approximately HK$200.4 million from the transactions under the Old Management Services Framework Agreement.For details of the Old Management Services Framework Agreement,please refer to the Company s announcem

260、ent dated 7 September 2020 and circular dated 12 October 2020 in relation to the Old Management Services Framework Agreement.VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED Annual Report 202230Report of the Directors(continued)CONTINUING CONNECTED TRANSACTIONS(continued)Since the parties to the Ol

261、d Management Services Framework Agreement wished to continue carrying out the transactions thereunder upon its expiration,on 26 October 2022,the VOI Parties and the VPHK Parties entered into a new management services framework agreement(the“New Management Services Framework Agreement”)in anticipatio

262、n of the expiration of the Old Management Services Framework Agreement on 31 December 2022.The New Management Services Framework Agreement became effective on 1 January 2023 until 31 December 2025.For details of the New Management Services Framework Agreement,please refer to the Company s announceme

263、nt dated 26 October 2022 and circular dated 23 November 2022 in relation to the New Management Services Framework Agreement.The Independent Non-executive Directors of the Company have reviewed and confirmed that the transactions entered into under the Old Management Services Framework Agreement for

264、the year ended 31 December 2022 have been entered into(i)in the ordinary and usual course of business of the Group;(ii)on normal commercial terms;and(iii)in accordance with the relevant agreement governing such transactions on terms that are fair and reasonable and in the interests of the shareholde

265、rs of the Company as a whole.The Company s auditor was engaged to report on the Group s continuing connected transactions in accordance with Hong Kong Standard on Assurance Engagements 3000(Revised)“Assurance Engagements Other than Audits or Reviews of Historical Financial Information”and with refer

266、ence to Practice Note 740“Auditor s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules”issued by the Hong Kong Institute of Certified Public Accountants.The auditor has issued an unqualified letter containing findings and conclusion according to Rule 14A.56 of the Listing

267、Rules.MAJOR CUSTOMERS AND SUPPLIERSIn the year under review,sales to the Group s five largest customers accounted for 76.8%of the total sales for the year and sales to the largest customer included therein amounted to 56.7%.Purchases from the Group s five largest suppliers accounted for less than 30

268、.0%of the total purchases for the year.At no time during the year have the Directors,their close associates or any shareholder of the Company(which to the knowledge of the Directors owns more than 5%of the Company s issued share capital)had any interest in these major customers and suppliers.BANK LO

269、ANS AND OTHER BORROWINGSThe Group had outstanding bank loans and other interest-bearing borrowings of HK$657.7 million as at 31 December2022(31 December 2021:HK$1,265.7 million).PROPERTIESParticulars of the properties and property interests of the Group as at 31 December 2022 are set out on page 111

270、 of theAnnual Report.Annual Report 2022 VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED31Report of the Directors(continued)LOAN FACILITY WITH COVENANTS RELATING TO SPECIFIC PERFORMANCE OF THE CONTROLLING SHAREHOLDERThe following disclosures are made in compliance with the disclosure requirements u

271、nder Rule 13.21 of the Listing Rules.On 17 June 2020,Chericourt Company Limited(“Chericourt”),an indirect wholly-owned subsidiary of the Company,as borrower,entered into a facility agreement(the“Facility Agreement”)with a bank for a term loan facility of HK$1,000,000,000(the“Loan Facility”)for a per

272、iod of 12 months from its utilisation date and upon the end of the initial 12-month term,Chericourt may exercise not more than four consecutive 12-month extension options subject to satisfaction of certain extension conditions.Under the Loan Facility,it would constitute an event of default if China

273、Vanke ceases to be the beneficial owner(by way of indirect ownership through the Company)of at least 30%of the entire issued share capital of Future Best Developments Limited,an indirect wholly-owned subsidiary of the Company.Upon the occurrence of the event of default,the Loan Facility under the Fa

274、cility Agreement together with accrued interest,and all other amounts accrued under the Facility Agreement will become immediately due and payable.Until the publication of this annual report,the circumstances giving rise to the obligations under Rule 13.18 of the ListingRules continued to exist.EVEN

275、TS AFTER THE REPORTING PERIODThe Group does not have any material event that have occurred since the end of the financial year ended 31 December 2022.FIVE YEAR FINANCIAL SUMMARYA summary of the results and of the assets and liabilities of the Group for the last five financial years is set out on pag

276、e 112 of the Annual Report.AUDITORThe financial statements have been audited by KPMG who will retire and,being eligible,offer themselves for re-appointment at the 2023 AGM.A resolution for the re-appointment of KPMG as auditor of the Company is to be proposed at the 2023 AGM.There was no change in a

277、uditors of the Company in any of the preceding three years.On behalf of the BoardSun JiaChairman and Executive DirectorHong Kong,24 March 2023Corporate Governance ReportVANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED Annual Report 202232COMPLIANCE WITH THE CORPORATE GOVERNANCE CODEThe Company is c

278、ommitted to a high standard of corporate governance practices and holds the view that strong corporate governance is prominent in developing the businesses of the Group and generating long-term profit and sustainable value for our shareholders.The Company has applied the principles of the Corporate

279、Governance Code(the“CG Code”)set out in Appendix 14 of the Listing Rules to its corporate governance structure and practices as described herein,and complied with the code provisions set out in the CG Code during the year ended 31 December 2022,and make the mandatory requirements for disclosure in t

280、his Report accordingly and to the extent applicable,the recommended of the CG Code as set out in Appendix 14 of the Listing Rules.COMPLIANCE WITH THE MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORSThe Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers a

281、s set out in Appendix10 to the Listing Rules(the“Model Code”)as its own code of conduct regarding Directors securities transactions.Having made specific enquiries to the Directors,all the Directors confirmed that they had complied with the required standard set out in the Model Code during the year

282、ended 31 December 2022.The Company has also established written guidelines on no less exacting terms than the Model Code for relevant employees(as such term is defined in the CG Code)in respect of their dealings in the securities of the Company.The Board reviews and monitors the compliance of such c

283、odes and guidelines periodically.THE BOARDResponsibilities,Accountabilities and Contributions:The Board is responsible for leadership and control of the Company and determining the overall strategies and policies and approving the business plan of the Group,and ensuring the Group s business operatio

284、ns are properly planned,authorised,undertaken and monitored and supervised.The implementation of strategies and policies and day-to-day operations of the Group s business are delegated to the management led by the Executive Directors.Independent Non-Executive Directors provide the Board with diversi

285、fied skills,expertise and experience and provide independent advice,perspective and judgement to the Board.All policy matters of the Group,material transactions or transactions where there is conflict of interests are reserved for the Board s decision.The principal functions of the Board are:to dete

286、rmine the overall objectives,strategies,policies and business plan of the Group;to monitor and control operating and financial performance;to approve major funding,investment and divestment proposals;to oversee the processes for evaluating the adequacy of internal controls,risk management,financial

287、reporting and compliance;to approve the nominations of directors and appointment of key personnel;and to assume responsibility for corporate governance.Board Composition:As at the date of this report,the Board comprises four Executive Directors and three IndependentNon-Executive Directors.Executive

288、Directors:Mr.Sun Jia(Chairman)Ms.Que Dongwu(Chief Executive Officer)Mr.Ding ChangfengMs.Zhou YueIndependent Non-Executive Directors(in alphabetical order):Mr.Choi Fan WaiMs.Law Chi Yin,CynthiaMr.Zhang AnzhiAnnual Report 2022 VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED33Corporate Governance Rep

289、ort(continued)THE BOARD(continued)During the year ended 31 December 2022,the changes to the compositions of the board were as follows:Mr.Lee Kai-Yan resigned as Executive Director with effect from 23 May 2022;and Mr.Ding Changfeng was appointed as Executive Director with effect from 23 May 2022.A li

290、st of Directors which identifies their roles and functions(the“Directors List”)is maintained on the websites of the Company and the Stock Exchange from time to time.Independent Non-Executive Directors are also identified as such in the Directors List and all other corporate communications containing

291、 the names of the Directors(where appropriate).Biographical details of the Directors,and the relationship(if any)among them,are set out on pages 3 to 4 of this Annual Report.Appointment,re-election and removal of Directors:Each of the Directors has entered into a letter of appointment with the Compa

292、ny for a specific term,out of which all Independent Non-Executive Directors are appointed for a term of three years.His/her directorship is subject to retirement by rotation and re-election in accordance with the Articles of Association of the Company.The Board may from time to time and at any time

293、appoint any person as a Director either to fill a casual vacancy or as an addition to the Board.Any Director so appointed shall hold office only until the next following annual general meeting of the Company and shall then eligible for re-election.In addition,the Directors are to retire at the annua

294、l general meeting of the Company once every three years.Independent Non-Executive Directors:The Company has three Independent Non-Executive Directors,which meets the requirements under the Listing Rules that at least one third of the Board comprises independent non-executive directors.Mr.Choi Fan Wa

295、i possesses the appropriate qualification in accounting.Each of the Independent Non-Executive Directors had confirmed his/her independence with the Stock Exchange and has provided an annual confirmation of his/her independence to the Company pursuant to Rule 3.13 of the Listing Rules.None of the Ind

296、ependent Non-Executive Directors has served the Company for more than nine years.Based on the Nomination Committee s assessment,the Board considers that all the existing Independent Non-Executive Directors are independent.Board Meetings:Regular meetings are scheduled in advance to facilitate the max

297、imum attendance.Four board meetings were held during the year ended 31 December 2022 and the attendance of each Director is set out in the section headed“Attendance at Meetings”of this report.In addition,a board meeting was held on 24 March 2023 for the purpose of,amongst other things,approving the

298、Group s audited financial statements and announcement of results and recommending a final dividend for the year ended 31 December 2022.The Chairman of the Board also held a meeting with the Independent Non-executive Directors without the presence of other directors during the year.VANKE OVERSEAS INV

299、ESTMENT HOLDING COMPANY LIMITED Annual Report 202234Corporate Governance Report(continued)THE BOARD(continued)Independent views into the Board:The Board believes that the Independent Non-Executive Directors constituting more than one-third of the Board provides adequate checks and balances that safe

300、guard the interests of the shareholders and the Group.All our Independent Non-Executive Directors from various different backgrounds with a diverse range of business,financial services and professional experience possess diversified expertise,skills and experience.Their views and participation in Bo

301、ard meetings and committees meetings bring independent judgment and advice on issues relating to the Group s strategies,prospects,internal control and conflicts of interest,and ensure that the interests of the shareholders are well taken into account.As disclosed in this Annual Report,Directors have

302、 sufficient access to information relating to the Group or engage independent professional advisors if they consider appropriate,and also have good access to the advice and services of the Company Secretary who is also the Chief Financial Officer of the Company.Management or other relevant staff can

303、 be asked to join the Board meetings,where appropriate,to provide information to the Directors so that the Board will be able to make informed decisions.Furthermore,the primary duties of the Audit Committee involve assisting our Board with an independent view of the effectiveness of the financial re

304、porting process,internal control and risk management systems of the Group and overseeing the audit process.INDUCTION,UPDATES AND TRAININGEach newly appointed Director will be given an induction regarding the governance policies of the Company,businesses and operation of the Group as well as their du

305、ties and responsibilities under the statute and common law and relevant rules and regulations.Monthly updates are provided to the Directors for the purpose of giving them a balanced and understandable assessment of the Group s performance,position and prospects.Directors have participated in continu

306、ing professional development to develop and refresh their knowledge and skills.Each Director is required to submit his/her training record to the Company on an annual basis.The Company Secretary will also assist the Directors to fulfill the training requirement by keeping the Directors notified on d

307、etails of the relevant seminars and training courses from time to time.The Board also reviews and monitors the training and continuous professional development of the Directors periodically.A summary of training record received by the Directors for the year ended 31 December 2022 is set out as follo

308、ws:Reading materials and/or updates relating to corporate governanceand businesses ofthe GroupAttending trainingcourses,seminars and/or forumsReceivingbriefings from the Chief FinancialOfficer&theCompanySecretary Name of DirectorExecutive DirectorsSun Jia(Chairman)Que Dongwu(Chief Executive Officer)

309、Ding ChangfengZhou YueIndependent Non-Executive DirectorsChoi Fan WaiLaw Chi Yin,CynthiaZhang AnzhiAnnual Report 2022 VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED35Corporate Governance Report(continued)REMUNERATION OF DIRECTORSDetails of the remuneration of Directors are set out in note 7 to th

310、e financial statements in this Annual Report.Principles of Remuneration Policy:The purpose of the Group s remuneration policy is to establish a formal and transparent remuneration procedure to ensure fair remuneration to attract,retain and motivate the directors and senior management of the Company

311、to run the company successfully without paying more than necessary.The key principles of the Group s remuneration policy are:no individual is involved in determining his/her own remuneration;remuneration should align with those offered for comparable position by comparable companies of similar size

312、and business scope in the market;and remuneration should reflect work complexity,time commitment,responsibility and performance(both financial and qualitative)with a view to attracting,motivating and retaining high performers.Remuneration of Executive Directors:Each of the Executive Directors receiv

313、ed a fee of HK$200,000 per annum for being a director of the Company.During the year under review,no other remuneration was payable to the Executive Directors except for Ms.Zhou Yue.Total remuneration paid to Ms.Zhou Yue for the year ended 31 December 2022 amounted to approximately HK$3,774,000(for

314、the period from 26 May 2021 to 31 December 2021:HK$3,133,000).In addition,effective rent paid to a landlord for an apartment provided to Ms.Que Dongwu by the Company for the year ended 31 December 2022 amounted to approximately HK$274,000(2021:HK$281,000).Remuneration of Independent Non-Executive Di

315、rectors:Each of the Independent Non-Executive Directors received a fee of HK$200,000 per annum for being a director of the Company.All Independent Non-Executive Directors are entitled to an allowance of HK$10,000 for attending each meeting in person and an allowance of HK$5,000 for attending each me

316、eting by phone or video conference.No equity-based remuneration or other remuneration was payable to the Independent Non-Executive Directors during the year.None of the Directors has waived or agreed to waive any remuneration for the year.Remuneration Committee:The Company established a Remuneration

317、 Committee with written terms of reference revised on 20 August 2015.The current committee is chaired by Mr.Zhang Anzhi,an Independent Non-Executive Director,and comprising a majority of the Independent Non-Executive Directors.The other members of the committee are Mr.Choi Fan Wai,an Independent Non

318、-Executive Director,and Ms.Que Dongwu,an Executive Director.The principal duties and functions of the Remuneration Committee are:to make recommendations to the Board regarding the Company s policy and structure for all remuneration of Directors and senior management and on the establishment of a for

319、mal and transparent procedure for developing policy on such remuneration;to determine the specific remuneration packages of all Executive Directors and senior management;to make recommendations to the Board of the remuneration of Non-Executive Directors;and to review and approve performance-based re

320、muneration by reference to corporate goals and objectives resolved by the Board from time to time.VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED Annual Report 202236Corporate Governance Report(continued)REMUNERATION OF DIRECTORS(continued)Principles of Remuneration Policy:(continued)For the remun

321、eration of the Executive Directors,the Remuneration Committee adopted the model described in code provision E.1.2(c)(i)of the CG Code.The latest terms of reference of the Remuneration Committee are posted on the websites of the Company and the StockExchange.The Remuneration Committee held two meetin

322、gs for the year ended 31 December 2022 and a summary of work done of the Remuneration Committee include,among other things:reviewing the Company s policy and structure for all Director and senior management s remuneration;and determining the specific remuneration packages of all Directors and senior

323、 management for the year ended 31 December 2022 after considering and assessing the performances of the Directors and senior management.The attendance of each member of the Remuneration Committee to its meeting is set out in the section headed“Attendance at Meetings”of this report.NOMINATION OF DIRE

324、CTORSThe Board,through the Nomination Committee,reviews its structure,size,composition and diversity from time to time to ensure that it has the balance of skills and experience and independent element appropriate for the requirement of the Group s businesses.Nomination Committee:The Company establi

325、shed a Nomination Committee with written terms of reference revised on13 February 2019.The current committee is chaired by Ms.Law Chi Yin,Cynthia,an Independent Non-Executive Director,and comprising a majority of the Independent Non-Executive Directors.The other members of the committee are Mr.Zhang

326、 Anzhi,an Independent Non-Executive Director,and Mr.Sun Jia,an Executive Director.The principal duties and functions of the Nomination Committee are:to review the structure,size,composition and diversity of the Board and make recommendations to the Board regarding any proposed changes as and when ne

327、cessary;to develop and maintain a policy for the nomination of Board members which includes the nomination procedures and the process and criteria adopted by the committee to identify,select and recommend candidates for directorship during the year and review periodically and disclose in this report

328、 the policy and the progress made towards achieving the objectives set in the policy;to identify and nominate qualified individuals to the Board for appointment as additional Directors or to fill Board vacancies as and when they arise;to assess the independence of Independent Non-Executive Directors

329、;to make recommendations to the Board on relevant matters relating to the appointment or re-appointment of Directors and succession planning for Directors,in particular the Chairman of the Board and the Chief Executive Officer;to review the board diversity policy of the Board(the“Board Diversity Pol

330、icy”)and make disclosure of its review results in this report;to conform to any requirement or direction that may from time to time be prescribed by the Board or contained in the constitution of the Company or imposed by the Listing Rules or any applicable law or regulation;to monitor and review the

331、 nomination policy annually to ensure it remains relevant to the Group s needs and reflects both current regulatory requirements and good corporate governance practice.The latest terms of reference of the Nomination Committee are posted on the websites of the Company and the Stock Exchange.Annual Re

332、port 2022 VANKE OVERSEAS INVESTMENT HOLDING COMPANY LIMITED37Corporate Governance Report(continued)NOMINATION OF DIRECTORS(continued)The Company adopted the Board Diversity Policy which was revised on 26 August 2022 and sets out the approach to achieve diversity on the Board.The policy is summarised

333、 as follows:in reviewing the Board s composition,the Nomination Committee will consider a number of aspects including skills,regional and industry experience,background,race,gender and other qualities of Directors and take into account such differences in determining the optimum composition of the Board;in identifying qualified individuals to become Board members,nomination of the individuals for