Investor Presentaiton
HKAS 1.51(a)
HKAS 1.49
HK Listco Ltd
Financial statements for the year ended 31 December 2023
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LOANS TO DIRECTORS AND ENTITIES CONNECTED WITH DIRECTORS 219
C(DIBD)R.15(3) (a)
C(DIBD)R.15-18
C(DIBD)R.13(2)
Loans to directors 220 of the company and entities connected with directors disclosed pursuant to
section 383(1)(d) of the Hong Kong Companies Ordinance and Part 3 of the Companies (Disclosure of
Information about Benefits of Directors) Regulation are as follows:
Loan made by a third party under a guarantee given by the company
Name of borrower
Position
Particulars of guarantee given
Mr PK Smith
Director
Guarantee given to a finance
company in respect of a loan of
$3,000,000
Maximum liability under the guarantee
- at 1 January 2022
- at 31 December 2022 and 1 January 2023
- at 31 December 2023
$800,000
$500,000
$200,000
Amount paid or liability incurred under the guarantee
$Nil (2022: $Nil)
The guarantee is given without recourse to the director. The guarantee will expire on 31 December
2026 or when the director ceases to be employed by the company, if earlier. The benefit in kind which
arises from providing this guarantee on behalf of the director is recognised over the term of the
guarantee as part of directors' emoluments. At 31 December 2023, the carrying amount of this
financial guarantee issued of $6,000 (2022: $8,000) is included in the "Other current liabilities".
The directors do not consider it probable that a claim will be made against the company under the
guarantee.
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The disclosure requirements regarding directors' loans, quasi-loans and certain other dealings in favour of directors are set out in
sections 15-18 of C(DIBD)R. The requirements under the CO mainly restate the disclosure requirements of the predecessor
Ordinance. However, the scope of the disclosure requirements has been changed as follows:
•
.
the scope has been expanded to include connected entities of the directors if the reporting entity is a "specified"* company.
The definition of "connected entity" can be found in sections 484, 486-488 of the CO and includes both individuals, such as
family members and business partners, and business entities, such as investees.
"Other officers" (i.e. managers and companies secretaries) have been deleted from the scope, i.e. financing transactions with
other officers are no longer required to be disclosed.
* For the purpose of providing disclosures under C(DIBD)R, companies are divided into two categories: "specified" companies and
non-specified companies. The companies which are "specified" are:
a)
a public company incorporated under the CO
b)
a subsidiary incorporated under the CO of a public company incorporated under the CO
c)
a company not incorporated under the CO but is listed on the Stock Exchange of Hong Kong
220
Non-specified companies are those that are none of the above.
As HK Listco is a "specified" company, connected entities of its directors also fall within the scope of the disclosures about financing
transactions.
For the purpose of the disclosures on loans, quasi-loans, credit transactions and related guarantees provided, "directors" include
shadow directors (i.e. a person whose directions or instructions which the directors, or a majority of the directors, of the company
are accustomed to act).
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