Audit Committee and External Auditor - The audit committee held 2 meetings in the fiscal year ending December 31, 2022, with all members attending both meetings[1][7] - The company paid approximately RMB 2.46 million for audit services and RMB 33,000 for non-audit services to KPMG in 2022[24] - The audit committee is responsible for reviewing the scope, results, and cost-effectiveness of audits, as well as the independence and objectivity of the external auditor[2][12] - The audit committee is authorized to have full access to management and receive reasonable resources to perform its duties effectively[13] - The company has appointed KPMG as its external auditor for the fiscal year ending December 31, 2022, until the conclusion of the next annual general meeting[36] Board Governance and Diversity - The company has established a formal, transparent process for appointing new directors, with the nomination committee responsible for identifying and recommending suitable candidates[6][17] - The company has implemented a board diversity policy since August 28, 2013, and achieved gender diversity at the board level since May 2016[18][22] - The company has a diversified board policy, considering factors such as gender, age, cultural and educational background, professional experience, and skills for board appointments[40] - The board of directors includes three independent non-executive directors, ensuring balanced power and authority within the group[125] - The nomination committee, consisting of three independent non-executive directors, held at least one formal meeting during the fiscal year ended December 31, 2022[126] Risk Management and Internal Controls - The risk management and internal control system is designed to provide reasonable but not absolute assurance against material misstatement or loss[24] - The audit committee oversees the design, implementation, and monitoring of the risk management and internal control systems[24] - The company has established a department responsible for risk monitoring and internal audit, with quarterly reviews of risk management and internal control systems[43] - The Board of Directors has reviewed the effectiveness of the risk management and internal control systems and deemed them effective and comprehensive[44] - The company has implemented strict procedures and internal controls for handling and disseminating inside information, adhering to the guidelines issued by the Securities and Futures Commission[91] Financial Performance and Position - The company's financial statements for 2022 were prepared on a going concern basis, with appropriate and consistent accounting policies adopted[19] - Net current assets increased to RMB 903.4 million as of December 31, 2022, compared to RMB 686.4 million as of December 31, 2021[101] - Capital gearing ratio decreased to 33.0% as of December 31, 2022, from 33.9% as of December 31, 2021[102] - Total assets pledged for bank credit amounted to RMB 503.1 million as of December 31, 2022, down from RMB 617.1 million as of December 31, 2021[103] - The company did not conduct any significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the fiscal year ended December 31, 2022[97] - The company's profit attributable to shareholders decreased by RMB 60.4 million to RMB 216.6 million in 2022[134] - As of December 31, 2022, the company had short-term bank loans and other borrowings of RMB 745.1 million, with 40.0% of the debt being secured[135] - The company invested RMB 134.1 million in property, plant, and equipment in 2022, funded through internal resources and bank loans[136] - The company's income tax expense decreased by RMB 43.9 million from RMB 76.5 million in 2021 to RMB 32.6 million in 2022, with the effective tax rate dropping to 13.1% from 21.6% due to 100% additional deduction for qualified R&D expenses[188] ESG and Sustainability - The company's ESG report excludes the gaming business segment, which accounted for 0.22% of revenue in 2022[60] - The company has established a top-down ESG governance framework, with the Board of Directors taking overall responsibility for ESG matters[65] - The company's ESG report is prepared in accordance with the Hong Kong Stock Exchange's ESG Reporting Guide and the GRI Standards[62] - The company has a whistleblowing and anti-corruption policy, with further disclosures available in the ESG section of the annual report[77] - The company's ESG report covers the period from January 1, 2022, to December 31, 2022, with some information appropriately traced back to previous years for clarity and comparability[80] - The company has a strong focus on environmental sustainability, with dedicated recycling facilities to reuse metals and other resources in production[104] - The company increased its recycled copper imports by 50.4% in 2022 compared to 2021, effectively addressing raw material supply difficulties caused by domestic pandemic conditions and reducing the proportion of new material usage to lower production costs[193] - The company shifted its raw material procurement supply chain center from Shanghai to Ningbo and Jiangxi near Zhejiang regions, with Shanghai taking a secondary position, to reduce logistics costs and ensure supply timeliness during the Shanghai pandemic outbreak[193] Corporate Governance and Compliance - The company has adopted an anti-corruption policy effective from July 5, 2022, emphasizing zero tolerance for corrupt practices[31] - The company has a whistleblowing policy in place since March 29, 2012, to address concerns related to financial reporting, internal controls, or other corporate misconduct[51] - The company has a procedure for shareholders to nominate candidates for directorship, with details available on the company's website[48] - The company has a clear process for shareholders to request an extraordinary general meeting, with provisions for reimbursement of reasonable expenses if the Board fails to convene the meeting[55] - The company has maintained compliance with the Corporate Governance Code as set out in Appendix 14 of the Listing Rules of the Hong Kong Stock Exchange[108] - The company's charter documents, including the Memorandum and Articles of Association, are available on its website and the Stock Exchange's website, with no changes in 2022[58] - The company's Board of Directors guarantees the accuracy of the report's content, with no false statements, misleading information, or significant omissions[89] - The company updated its "Core Shareholder Protection Standards" to ensure fair and transparent related-party transactions[152] Remuneration and Compensation - The remuneration committee aims to hold at least 2 meetings annually to review and recommend compensation policies for directors and senior management[14] - The company has established a formal and transparent policy for director remuneration, with salary ranges between RMB 1,000,001 to RMB 3,000,000[128] - The company's executive directors' compensation includes fixed and variable elements, with the variable portion based on performance and approved by the board[143] Investor Relations and Communication - The Board of Directors maintains regular communication with institutional investors and analysts to keep them informed about the company's strategies, operations, management, and plans[54] - The company has implemented a disclosure policy to ensure timely, accurate, and detailed disclosure of significant information, with management controls to identify and assess potential insider information[45] - The company uses its website to communicate important information to shareholders, including announcements, circulars, annual reports, and interim reports[69] - The company adheres to strict information disclosure and investor relationship management practices, ensuring shareholders' rights to information and participation[147] Operational and Financial Highlights - Funnytime achieved revenue of RMB 13.6 million in 2022, a 30.8% increase from 2021, with a net loss of RMB 0.2 million, a 92.9% reduction from the previous year, driven by the launch of two new games[129] - The company's other expenses decreased by RMB 60.7 million to RMB 1.3 million in 2022, primarily due to a RMB 59.7 million net loss on derivative financial instruments in 2021[131] - Administrative expenses increased by RMB 20.1 million to RMB 334.1 million in 2022, mainly due to higher R&D costs[133] - The company has foreign exchange risk exposure due to exports and imports denominated in foreign currencies, and uses forward foreign exchange contracts and options to hedge this risk[139] - The company's chairman and CEO roles are separated, with Mr. Hu Changyuan serving as chairman and Mr. Hu Minglie as CEO[141] Employee Training and Development - The company organized a total of 19,505 training sessions, covering 103,354.5 class hours in 2022, focusing on safety, quality, and operational skills[162] - The employee turnover rate for probationary employees decreased by 2% year-on-year in 2022, marking a continuous decline for three years[162] - The company implemented a "mentorship system" for production staff, enhancing skill levels and reducing turnover[162] - The company established the "Xingye Craftsman" award, recognizing 10 employees with the title in January 2022[170] Safety and Environmental Compliance - The company conducted 9 safety and environmental inspections in 2022, including checks on hazardous chemicals and electrical safety[168] - No work-related deaths, fires, explosions, or chemical poisoning incidents occurred during the reporting period[169] - The company conducted monthly inspections on hazardous chemical storage to ensure compliance with government regulations[168] Community Engagement and Social Responsibility - The company donated 15 sets of school uniforms and over 30,000 RMB worth of supplies to underprivileged students in 2022[171] - Employees accumulated over 1,700 volunteer hours participating in community service activities, including pandemic relief efforts[171]
兴业合金(00505) - 2022 - 年度财报