Investor Presentaiton
HKAS 1.51
A16(30)
OP
CP
S391
C(DIBD)R.22
C(DR)R.10
A16(15)
HK Listco Ltd
Year ended 31 December 2023
Auditors
KPMG were first appointed as auditors of the company in 2021 upon the retirement of Wood & Co³4.
KPMG retire and, being eligible, offer themselves for re-appointment. A resolution for the re-appointment of
KPMG as auditors of the company is to be proposed at the forthcoming Annual General Meeting. 35
By order of the board
F. Cullen 36
Secretary
28 March 2024
33 The CO requires the disclosure of directors' material interests in significant transactions, arrangements or contracts. Specifically, the
requirement is prescriptive about the location of disclosures such that:
•
•
if the transaction, arrangement or contract relates to the company, then it is now required to be disclosed in the financial statements
(section 383(1)(e) and C(DIBD)R section 22); whereas
if the transaction, arrangement or contract relates to the company's parent, subsidiary or fellow subsidiary (collectively referred to as
"specified undertakings" in the CO), then it is still required to be disclosed in the directors' report (C(DR)R section 10).
A similar requirement to disclose directors' material interests in significant transactions, arrangements or contracts is found in paragraph
15 of Appendix 16. In the case of a listed issuer which is duly incorporated in the Chinese Mainland as a joint stock limited company,
references to directors shall also mean and include supervisors. Paragraph 15 specifically requires a negative statement when there are no
such interests to be disclosed, and it has been a common practice for non-listed companies to also make such a statement.
If there have been no such transactions, arrangements or contracts, then a negative statement covering both categories of transactions
(i.e. including those involving the company and those involving the company's specified undertakings) can continue to be included in the
directors' report as illustrated.
If there have been such transactions, arrangements or contracts involving directors of the company, care needs to be taken to ensure that
they are disclosed in the correct location in the annual report. Giving a modified negative statement with reference to where the
disclosures may be found is best practice. An example of such a modified negative statement is given below, which assumes that the
directors had material interests in significant transactions etc involving the company as well as having interests in transactions etc involving
other group companies:
[Disclose details of any transaction, arrangement or contract of significance to which any of the company's holding company, subsidiaries
or fellow subsidiaries was a party, and in which a director of the company or entities connected with the director had a material interest]
Apart from [the above] [and] [the details disclosed in note xx to the financial statements], no transaction, arrangement or contract of
significance to which the company, or any of its holding company, subsidiaries or fellow subsidiaries was a party, and in which a director of
the company or entities connected with the director had a material interest, subsisted at the end of the year or at any time during the year.
34 Disclosure of a statement of any change in auditors in any of the preceding three years is required under the MBLRs.
A16(30)
35 Disclosure of such information relating to auditors is optional, but commonly done.
S391(2)
36 Section 391(2) of the CO requires the directors' report to state the name of the director or company secretary who signed the directors'
report on the directors' behalf.
23
© 2023 KPMG, a Hong Kong partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited ("KPMG International"),
a private English company limited by guarantee. All rights reserved.View entire presentation