Workforce Diversity - As of December 31, 2023, the company had 2,006 male employees and 370 female employees, representing approximately 84.4% and 15.6% of the workforce, respectively[2] - The company targets to achieve at least 18.0% of female employees by 2030 and expects a gradual reduction in the number of dismissals of female employees[2] - The company aims to enhance Board diversity through various aspects, including gender, age, and professional experience[2] Board Structure and Governance - The Board consists of at least one-third independent non-executive Directors, in compliance with Listing Rules requirements[2] - The Nomination Committee will assess the independence of candidates nominated for independent non-executive Director positions on an annual basis[2] - The company has established a formal and transparent procedure for formulating policies on the remuneration of senior management[11] - The company will review the Board Diversity Policy annually to ensure its implementation and effectiveness[2] - The Board has mechanisms in place to ensure independent views and input are available, which will be reviewed annually[2] Remuneration and Audit Committees - The Remuneration Committee comprises four members, with the majority being independent non-executive Directors, and held three meetings during the year ended December 31, 2023[22] - The Committee made recommendations on the remuneration policy for all Directors and senior management, ensuring it aligns with the company's corporate goals[23] - The Audit Committee, also consisting of four independent non-executive Directors, is responsible for reviewing the financial reporting process and risk management[23] - The Audit Committee made recommendations regarding the appointment and remuneration of the external auditor, ensuring independence and objectivity[23] Financial Performance - The Group reported a loss for the year ended 31 December 2023, with financial details available in the consolidated financial statements on pages 85 to 88[41] - Revenue for the year ended December 31, 2023, was RMB 2,569,509,000, a decrease of 21.2% from RMB 3,263,601,000 in 2022[190] - Gross profit increased to RMB 515,340,000, up 33.0% from RMB 387,336,000 in the previous year[190] - Loss from operations improved to RMB 23,672,000, compared to a loss of RMB 38,749,000 in 2022, indicating a reduction in operational losses[190] - Net finance income decreased to RMB 43,537,000 from RMB 147,354,000, reflecting a decline of 70.5%[190] - Profit before taxation was RMB 19,865,000, down 81.7% from RMB 108,605,000 in the prior year[190] - Basic and diluted earnings per share for the year were 0.41 RMB cents, compared to 1.16 RMB cents in 2022[179] Internal Controls and Risk Management - An internal audit department has been established to conduct regular financial, operational, and compliance reviews, ensuring internal controls are functioning properly[25] - The company conducted a review of the effectiveness of its internal control system, including the adequacy of resources and qualifications of accounting staff[25] - The risk management framework is maintained by the Board to safeguard shareholder investments and company assets[25] - The Company aims to strengthen its operational risk management by addressing delays in supply, unskilled labor, and other factors that may affect project outcomes[52] - The Company has established systems to manage compliance risks associated with a wide range of regulations and policies affecting its operations[52] Shareholder Communication and Corporate Actions - The Company continues to enhance communication with existing shareholders and potential investors[35] - The Company welcomes suggestions from investors, stakeholders, and the public[35] - The Board has resolved not to declare any annual dividend for the year ended 31 December 2023[41] - The annual general meeting regarding the financial results for the year ended 31 December 2023 will be held on 4 June 2024[35] - The register of members will be closed from 30 May 2024 to 4 June 2024 for the 2023 AGM[41] Auditor and Compliance - KPMG resigned as the auditor effective December 20, 2021, due to a disagreement on audit service fees[95] - Moore Stephens CPA Limited was appointed as the auditor effective December 20, 2021, but resigned on June 17, 2022, due to COVID-19 impacts[95] - KPMG was reappointed as the new auditor effective June 30, 2022[95] - The independent auditor's report confirms that the consolidated financial statements were properly prepared in compliance with disclosure requirements[123] Contract Revenue and Credit Risk - The recognition of construction contract revenue is identified as a key audit matter due to high risk and significant management judgment involved in estimating total budgeted contract costs and revenue to be recognized[144] - The measurement of expected credit loss (ECL) allowances for contract assets and trade receivables is a key audit matter due to significant balances at the end of the reporting period and the subjective nature of the measurement[147] - The Group's contract assets and trade receivables totalled RMB 2.6 billion as of December 31, 2023[169] - The expected credit loss (ECL) allowances for contract assets and trade receivables were assessed based on lifetime expected credit losses, involving significant management judgement[169] Corporate Structure and Shareholding - As of December 31, 2023, Mr. Kang Baohua and his entities own approximately 61.25% of the issued share capital of the Company[79] - Best Outlook Limited holds 2,597,531,923 shares, representing 41.84% of the company[73] - Neo Pioneer Limited holds 1,049,231,845 shares, representing 16.90% of the company[73] - The total number of shares held by Mr. Kang Baohua includes 2,597,531,923 shares held by Best Outlook Limited and 1,049,231,845 shares held by Neo Pioneer Limited[111]
远大中国(02789) - 2023 - 年度财报