Financial Performance - For the fiscal year ending December 31, 2023, the company's revenue was RMB 11,168,422 thousand, a decrease of 8.0% compared to RMB 12,144,980 thousand in 2022[4] - Gross profit for the same period was RMB 4,334,446 thousand, resulting in a gross margin of 38.8%, down from 43.3% in 2022[4] - The company reported a net profit of RMB 1,645,090 thousand, a decline of 34.4% from RMB 2,510,316 thousand in the previous year[4] - The total comprehensive income for the review period was approximately RMB 1,566,470 thousand, down about 37.2% from RMB 2,494,934 thousand in 2022[41] - Basic earnings per share for 2023 were RMB 27.01, down from RMB 41.66 in 2022, reflecting a decrease of 35.4%[85] - The company reported a significant increase in inventory provision costs, which rose to RMB 61,176 thousand in 2023 from RMB 8,791 thousand in 2022[129] Market Performance - The company maintained a market share of approximately 13.7% in the global electronic vaporizer equipment market, down from 18.1% in 2022[11] - Revenue from the mainland China market was approximately RMB 163,008 thousand, a significant decline of about 92.7%, accounting for approximately 1.5% of total revenue[19] - Revenue from overseas markets increased by approximately 11.2% to RMB 11,005,414 thousand, rising to approximately 98.5% of total revenue[16] - In the U.S. market, revenue from enterprise customers reached approximately RMB 4,083,779 thousand, an increase of about 8.2%, representing approximately 36.6% of total revenue[17] - Revenue from Europe and other regions increased by approximately 17.9% to RMB 5,065,271 thousand, representing about 45.4% of total revenue[46] Research and Development - The company continues to focus on research and development in electronic vaporization products, enhancing its R&D management system to improve efficiency[7] - The total R&D expenditure amounted to approximately RMB 1,482,846 thousand, representing an increase of about 8.1% compared to the previous year, with the percentage of revenue rising from approximately 11.3% to about 13.3%[28] - The company has over 1,400 R&D personnel and significantly higher R&D investment compared to peers, ensuring long-term growth and innovation[23] - The company has filed a total of 2,033 new patent applications globally during the review period, including 1,172 invention patents, bringing the cumulative total to 7,695 patents, of which 3,867 are invention patents[28] - The introduction of a digital management system for new product development has significantly improved the efficiency and effectiveness of R&D resource allocation[28] Cost Management - The company has implemented cost reduction strategies, resulting in a significant decrease in administrative expenses during the review period[9] - Distribution and sales expenses increased from approximately RMB 387,671 thousand to about RMB 526,238 thousand, a growth of approximately 35.7%, accounting for about 4.7% of revenue[53] - Administrative expenses decreased from approximately RMB 1,147,916 thousand to about RMB 867,154 thousand, a decline of approximately 24.5%, accounting for about 7.8% of revenue[54] - Total employee costs accounted for approximately 23.0% of the group's revenue in 2023, down from 25.0% in 2022, due to improved operational efficiency[78] Corporate Governance - The board of directors consists of eight members, including three independent non-executive directors, exceeding the one-third requirement set by listing rules[148] - The board has recommended a final dividend of HKD 0.05 per ordinary share for the year ending December 31, 2023, pending approval at the upcoming annual general meeting[158] - The company has adopted a dividend policy that considers its financial condition and other relevant factors before declaring dividends[158] - The audit committee has been established in accordance with the listing rules, consisting of three independent non-executive directors, with Mr. Zhong Shan as the chairman[171] - The board is committed to maintaining high standards of corporate governance and has reviewed the effectiveness of its governance structure[150] Future Outlook - The global electronic vaporization product market is projected to reach approximately $19.86 billion by 2028, with a compound annual growth rate (CAGR) of about 11.5% from 2023 to 2028[32] - The company plans to launch a new oil cartridge-based closed product in the European market in 2024, which has successfully obtained TPD compliance certification[33] - The company aims to enhance production management levels in 2024 to reduce manufacturing costs and improve product competitiveness[38] - The company will continue to invest in R&D across electronic vaporization, heated tobacco, and medical vaporization products to maintain its leading position in these sectors[37] - The company is committed to optimizing supply chains and production processes to shorten order delivery cycles and improve delivery efficiency[38]

SMOORE INTERNATIONAL HOLDINGS LIMITED 思摩爾國際控股有限公 司 (於開曼群島註冊成立的有限公司） (股份代號：6969） 中期 報告 2023 (Incorporated in the Cayman Islands with limited liability) (Stock code: 6969) SMOORE INTERNATIONAL HOLDINGS LIMITED REPORT 2023 SMOORE INTERN ATIONAL HOLDINGS LIMITED 思 摩 爾 思摩爾國際控股有限公 司 國 INTERIM 股 際 有 控 限 公 司 INTERIM REPO RT 中 期 報 陳志平先生 （主席兼總裁） 熊少明先生 王貴升先生 王鑫女士 告 非執行董事 2023 目 錄 | 公司信息 | 02 | | --- | --- | | 主席報告書 | 04 | | 財務摘要 | 07 | | 管理層討論與分析 | 09 | | 其他資料 | 29 | | 簡明綜合財務報表審閱報告 | 46 | | 簡明綜合損益及其他全面收益表 | 47 | | 簡明綜 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性或完整性亦不 發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因倚賴該等內容而引致之任何損 失承擔任何責任。 Smoore International Holdings Limited 思 摩 爾 國 際 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：6969） 截至2023年6月30日止 6個月中期業績公告 思摩爾國際控股有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然公佈本公司及其附屬 公司（統稱「本集團」）截至2023年6月30日止6個月（「回顧期」）的未經審核綜合業績。本公司 獨立核數師德勤‧關黃陳方會計師行（執業會計師）已根據香港會計師公會頒佈的香港審閱 委聘準則第2410號「由實體之獨立核數師審閱中期財務資料」審閱本集團截至2023年 6月30日止6個月的未經審核簡明綜合中期財務資料。此外，該等中期業績亦由本公司審核 委員會（「審核委員會」）審閱。 ...

Smoore SMOORE INTERNATIONAL HOLDINGS LIMITED 思 摩 爾 國 際 控 股 有 限 公 司 (於開曼群島註冊成立的有限公司) (股份代號：6969) 年報 2022 003 � . · . . . . . . . . . 目 錄 2 公司信息 ● 4 財務摘要 ● 6 主席報告 0 0 6 0 0 8 8 管理層討論與分析 ● 0 0 0 0 0 0 。 。 · 0 0 0 0 0 0 0 0 0 0 0 。。 。 37 ，企業管治報告 。 0 0 0 0 o o 53 c董事會報告 of on o on of the one of @ 85。 獨立核數師報告 _ ● _ ● _ 0 . 0 (0) 0 0 0 ·90 · 綜合損益及其他全面收益表 ● ● 0 0 0 0 0 0 0 0 0 . 『91〗《綜合財務狀況表》。 . . . . . . . . . . . . 0 0 @ ..... 93 综合權益變動表 ... ● 0 0 0 0 0 0 0 0 0 . . . . . . . . 綜合現金流量表 _ . 95 . 0 0 0 0 0 0 0 i 0 . ...

Financial Performance - For the year ended December 31, 2022, the total revenue was RMB 12,144,980, a decrease of 11.7% compared to RMB 13,755,242 in 2021[2] - The adjusted net profit for 2022 was RMB 2,575,122, reflecting a decline from RMB 5,442,613 in 2021[3] - The gross profit margin for 2022 was 43.3%, down from 53.6% in 2021[2] - The total revenue for the group was RMB 12,144,980 thousand, a decrease of 11.7% compared to RMB 13,755,242 thousand in 2021[22] - Gross profit for the period was RMB 5,259,632 thousand, down 28.7% from RMB 7,377,039 thousand in 2021, resulting in a gross margin of 43.3%[22] - Adjusted net profit decreased by 52.7% to RMB 2,575,122 thousand from RMB 5,442,613 thousand in 2021, primarily due to a decline in sales revenue from enterprise customers and increased expenses[22] - The net profit for the year was RMB 2,510,316 thousand, a decline of 52.5% from RMB 5,286,967 thousand in 2021[58] Revenue Breakdown - Export revenue accounted for 81.5% of total revenue, significantly increasing from 66.0% in 2021, with a notable rise in the second half of the year[8] - Sales revenue in the U.S. market decreased by 22.7%, with its share of total revenue dropping from 35.5% to 31.1%[9] - In the European market, sales revenue increased by 53.4%, rising from 22.1% of total revenue to 38.3%[10] - Revenue from enterprise customers decreased to RMB 10,679,372 thousand, a decline of 15.2% compared to RMB 12,593,523 thousand in 2021, primarily due to regulatory impacts in the US and China[24] - Revenue from retail customers increased to RMB 1,465,608 thousand, representing a growth of approximately 26.2% from RMB 1,161,719 thousand in 2021, driven by strong R&D capabilities and successful new product launches[25] Research and Development - The total R&D expenditure amounted to RMB 1,372,258 thousand, representing a 104.6% increase year-on-year, and accounting for 11.3% of revenue, up from 4.9% the previous year[13] - The group added over 320 R&D personnel during the review period, bringing the total to over 1,500, which is more than 40% of the total non-production staff[12] - The group established 7 new research institutes focusing on new materials, medical research, and health and beauty applications of atomization technology[12] - The group has applied for a total of 5,662 patents globally, including 2,695 invention patents, with 2,254 new patent applications filed during the review period[14] - Research and development expenses increased significantly to RMB 1,372,258 thousand in 2022, compared to RMB 670,629 thousand in 2021, reflecting a rise of 104.5%[58] Market and Product Development - The company is focusing on long-term competitiveness through increased investment in core technology R&D and talent development[5] - The company aims to expand its product line in the special-purpose atomization products sector to increase market share[5] - The company launched disposable electronic vaporization products, achieving revenue of RMB 1,931,028 thousand, a growth of 1,919.2% compared to RMB 95,634 thousand in 2021[11] - The company aims to expand its market share in specialized atomization products by entering more niche markets with new product launches[13] - The company plans to invest in R&D, including the establishment of a group-level research institute in Shenzhen and the development of new heating technologies[105] Operational Efficiency - The company successfully implemented an SAP system to enhance management capabilities, laying a solid foundation for long-term development[6] - The group has introduced advanced product development management processes to enhance manufacturability and automation feasibility in product design[16] - The group successfully implemented an SAP system to improve operational efficiency across procurement, production, sales, and financial management[15] - The company is upgrading its group-level ERP system and existing factories to enhance operational efficiency[105] Challenges and Risks - The company faced challenges from the ongoing COVID-19 pandemic, impacting production, logistics, and supply chains[5] - The cost of raw materials accounted for 73.3% of total sales costs, up from 70.0% in the previous year, primarily due to increased sales of low-margin disposable products[30] - Distribution and selling expenses rose to RMB 387,671 thousand, an increase of 101.0% from RMB 192,916 thousand in 2021, representing 3.2% of total revenue[31] Shareholder Communication and Governance - The company has maintained compliance with corporate governance principles, adhering to all code provisions except for the separation of the roles of Chairman and CEO[89] - The board consists of eight directors, including three independent non-executive directors, ensuring adequate checks and balances[89] - The company established various communication channels with shareholders, including printed and electronic reports, annual meetings, and dedicated investor relations teams[94] - The board expressed confidence in the company's long-term strategy and growth potential, as evidenced by recent share purchases by directors totaling HKD 201,410,020[100] Dividends and Share Buybacks - The company plans to distribute a final dividend of HKD 0.08 per ordinary share for the year ended December 31, 2022[4] - The company declared a mid-year dividend of HKD 0.10 per share for 2022, down from HKD 0.21 per share in 2021[80] - The total dividend paid for the year was approximately RMB 1,448,103 thousand, a decrease of 38.8% compared to RMB 2,369,905 thousand in 2021[80] - The company aims to enhance shareholder value through its share buyback program, reflecting confidence in its business outlook[98] Future Outlook - The global electronic vaporization equipment market is projected to grow at a compound annual growth rate (CAGR) of approximately 18.5% from 2022 to 2027[7] - The global heated tobacco products market is expected to grow at a CAGR of about 18.5%, with a projected market size of approximately USD 16,600 million by 2027[19] - The global special purpose vaporization equipment market is anticipated to grow at a CAGR of around 18.4%, reaching approximately USD 2,784.6 million by 2027[19] - The company aims to apply for additional resources from PMTA to launch more products in the medical and pharmaceutical sectors[105]

를 Smoore SMOORE INTERN ATIONAL HOLDINGS LIMITED 思 摩 爾 國 際 控 股 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 6969) INTERIM REPO RT 中 期 報 告 2022 INTERIM REPORT SMOORE INTERNATIONAL HOLDINGS LIMITED 思 摩 爾 國 際 控 股 有 限 公 司 (於開曼群島註冊成立的有限公司） (股份代號：6969） SMOORE INTERNATIONAL HOLDINGS LIMITED 思 摩 爾 國 際 控 股 有 限 公 司 -1111 中期報告 2022 2022 o (Q to the r 201 . e le . . g re / 1 14 . IT . e in . SMOORE h the 556- t and 25 m 目 錄 02 公司信息 04 主席報告書 07 財務摘要 09 管理層討論與分析 其他資料 28 43 簡明綜合財務報表審閱報告 ...

Financial Performance - Revenue for 2021 reached RMB 13,755,242 thousand, a significant increase from RMB 10,009,937 thousand in 2020[11] - Gross profit margin improved to 53.6% in 2021, up from 52.9% in 2020[11] - Net profit and total comprehensive income for 2021 was RMB 5,286,991 thousand, compared to RMB 2,399,921 thousand in 2020[11] - Adjusted net profit for 2021 was RMB 5,442,613 thousand, up from RMB 3,893,428 thousand in 2020[12] - Total assets increased to RMB 22,871,306 thousand in 2021 from RMB 14,773,809 thousand in 2020[11] - Cash and cash equivalents stood at RMB 11,426,758 thousand in 2021, compared to RMB 9,557,802 thousand in 2020[11] - Non-current assets grew to RMB 4,885,534 thousand in 2021 from RMB 2,333,221 thousand in 2020[11] - Current assets increased to RMB 17,985,772 thousand in 2021 from RMB 12,440,588 thousand in 2020[11] - Total equity/assets net worth rose to RMB 19,246,359 thousand in 2021 from RMB 12,399,721 thousand in 2020[11] - Adjusted net profit margin rose to 39.6% in 2021, compared to 38.9% in 2020[18] - Sales revenue reached RMB 13.76 billion in 2021, a year-on-year increase of 37.4%[24] - Revenue from enterprise customers grew by 37.4% to approximately RMB 12,593,523 thousand, surpassing the RMB 10 billion mark for the first time[37] - Revenue from retail customers increased by 37.1% to approximately RMB 1,161,719 thousand[38] - Export revenue accounted for 66.0% of total revenue, amounting to approximately RMB 9,082,316 thousand[37] - Domestic sales revenue accounted for 34.0% of total revenue, amounting to approximately RMB 4,672,926 thousand[37] - Total revenue for the period was approximately RMB 13.755 billion, a 37.4% year-on-year increase, with gross profit rising 39.3% to RMB 7.377 billion and a gross margin of 53.6%[45] - Adjusted net profit increased by 39.8% to approximately RMB 5.443 billion, driven by revenue growth and improved cost efficiency[45] - Revenue from Mainland China surged by 104.1% to RMB 5,530,301 thousand, reflecting economic recovery and increased customer orders[50] - Gross profit rose by 39.3% to RMB 7,377,039 thousand, with gross margin improving from 52.9% to 53.6% due to scale effects and product mix changes[52] - Net profit and total comprehensive income for the year surged by 120.3% to approximately RMB 5,286,991 thousand, with adjusted net profit increasing by 39.8% to RMB 5,442,613 thousand, primarily due to revenue growth, improved gross margin, and other income gains[67] Costs and Expenses - Raw material costs increased by 30.3% to RMB 4,467,152 thousand, accounting for 70.0% of total cost of sales[53] - Labor costs grew by 49.3% to RMB 1,011,034 thousand, representing 15.9% of total cost of sales, partly due to reduced government subsidies[54] - Distribution and sales expenses increased by 33.8% to RMB 192,916 thousand, driven by expanded marketing activities[55] - Administrative expenses rose by 26.5% to RMB 863,701 thousand, but decreased as a percentage of revenue from 6.8% to 6.3% due to cost-saving measures[57] - R&D expenses grew by 59.7% to RMB 670,629 thousand, with R&D as a percentage of revenue increasing from 4.2% to 4.9%[58] - Employee compensation and benefits in R&D surged by 76.5% to RMB 374,637 thousand, reflecting increased investment in talent and research areas[58] - Tax expenses increased by 28.5% to approximately RMB 922,375 thousand, accounting for 16.9% of adjusted net profit, driven by higher taxable profits[66] Market and Sales - Sales to enterprise customers grew by 37.4% year-on-year in 2021[24] - Sales to retail customers increased by 37.1% year-on-year in 2021[24] - The company's market share in the global atomization technology sector continues to grow[24] - The company's sales to the top five customers accounted for approximately 75.5% of total sales in 2021, with the largest customer contributing about 34.3% of total sales[119] - Purchases from the top five suppliers accounted for approximately 28.3% of total purchases in 2021, with the largest supplier contributing about 10.9% of total purchases[119] Regulatory and Geographic Revenue - The company faces regulatory challenges in key markets, such as the FDA's PMTA requirements in the US, which impact 12.2% of total revenue[25] - China's revenue contribution accounted for 40.2% of total revenue in 2021, with a significant portion affected by new tobacco regulations[26] - The U.S. revenue contribution, excluding products resold through Hong Kong, was approximately 37.1% in 2021[28] - Hong Kong's revenue contribution was 27.5% in 2021, with new regulations banning the import, production, and sale of e-cigarettes effective from April 2022[27] - The UK's revenue contribution was 11.1% in 2021, with regulatory changes post-Brexit requiring separate product notifications for Great Britain and Northern Ireland[27] - Japan and the EU contributed 1.5% and 3.0% respectively to revenue in 2021, with no significant regulatory changes reported[27] Research and Development - The company launched a new fully automated atomizer production line with a record efficiency of 7,200 atomizers per hour[20] - The company continues to invest in R&D for atomization technology, exploring applications in healthcare, beauty, and wellness[21] - R&D expenditure increased by 59.7% to approximately RMB 670.629 million, accounting for 4.9% of revenue, up from 4.2% in the previous year[39] - The company filed 1,187 new patent applications globally, including 605 invention patents, bringing the total number of patent applications to 3,408, with 1,570 being invention patents[39] - The company plans to establish at least 5 new research institutes in 2022, focusing on new materials, innovative vaporization technologies, and medical vaporization products[43] - R&D expenditure for 2022 is projected to reach approximately RMB 1.68 billion, exceeding the total R&D investment of the past six years[44] - The company launched the Feelm Air, a next-generation ultra-thin e-vaporizer solution, featuring a seven-layer composite heating film and a thinner ceramic core[44] Production and Capacity - Production capacity utilization rates were 67.6% for enterprise customers and 90.7% for retail customers, with total production reaching 1,748.4 million standard units for enterprise and 22.4 million for retail[41] - The company invested approximately RMB 977 million to acquire a commercial land plot in Shenzhen for the construction of its headquarters, with a planned construction area of 66,000 square meters[42] - Total investment in property, plant, and equipment and intangible assets during the review period: RMB 1,234,123 thousand, mainly for expanding production scale and increasing R&D activities[75] - Capital commitments for land use rights and property, plant, and equipment as of December 31, 2021: RMB 390,128 thousand, compared to RMB 70,272 thousand in 2020[76] - Significant investment of approximately RMB 977 million in a commercial land plot in Shenzhen for the construction of the company's headquarters, with a planned completion by the end of 2026[77] - Planned investment of approximately RMB 1,500 million over the next five years for the headquarters office building project[78] Market Growth and Projections - The global electronic vaporization device market is expected to grow at a CAGR of 25.3% from 2022 to 2026[35] - The company maintained its position as the world's largest electronic vaporization device manufacturer, with a market share increase from 18.9% in 2020 to 22.8% in 2021[35] - The global closed-system electronic vaporization device market is expected to grow at a CAGR of 24.6% from 2022 to 2026[35] - The global open-system electronic vaporization device market is expected to grow at a CAGR of 11.0% from 2022 to 2026[35] - The global special-purpose electronic vaporization device market is expected to grow at a CAGR of 45.8% from 2022 to 2026[35] - Global e-vapor device market is expected to grow at a CAGR of 25.3% from 2022 to 2026, according to Frost & Sullivan[43] Dividends and Shareholder Returns - The Board proposed a final dividend of 18 HK cents per ordinary share for the year ended December 31, 2021[17] - The board proposed a final dividend of 18 HK cents per ordinary share for the year ended December 31, 2021, subject to approval at the annual general meeting[124] - The company's annual general meeting is scheduled to be held on May 27, 2022[125] - The company will suspend share transfer registration from May 24, 2022, to May 27, 2022, to determine shareholders eligible to attend the annual general meeting and vote[126] - The company will suspend share transfer registration from June 6, 2022, to June 8, 2022, to determine shareholders eligible for the final dividend[126] Share Options and Incentives - The company granted a total of 319,032,000 share options under the Pre-IPO Share Option Plan to eligible participants[130] - The exercise price for each share option granted under the Pre-IPO Share Option Plan is RMB 0.38[132] - The Pre-IPO Share Option Plan has a maximum term of 10 years from the date of the option offer[131] - The Pre-IPO Share Option Plan was effective from the adoption date (September 30, 2019) to the listing date (July 10, 2020)[133] - The total number of share options granted under the Pre-IPO Share Option Scheme as of December 31, 2021, was 16,000,000 for Chen Zhiping, with an exercise price of RMB 0.38[134] - Wang Guisheng exercised 6,000,000 share options during the period, with an exercise price of RMB 0.38[134] - Li Xiaoping exercised 1,192,000 share options during the period, with an exercise price of RMB 0.38[134] - Yuan Xiang exercised 52,000 share options during the period, with an exercise price of RMB 0.38[134] - Xiong Fei exercised 81,000 share options during the period, with an exercise price of RMB 0.38[134] - Other employees exercised 39,535,000 share options during the period, with an exercise price of RMB 0.38[134] - The Post-IPO Share Option Plan was conditionally approved and adopted on June 15, 2020, with the purpose of encouraging and rewarding eligible participants for their contributions to the group[136][137] - The maximum number of shares that can be issued under the Post-IPO Share Option Plan and other share option plans is 10% of the total issued shares as of the listing date, or 574,351,272 shares[138] - The total number of shares that can be issued under all share option plans at any time cannot exceed 30% of the total issued shares[138] - The total number of stock options granted under the post-IPO share option plan in 2021 was 39,791,000 shares, distributed on April 1 (26,388,000 shares), July 9 (3,670,000 shares), and September 30 (9,733,000 shares)[142] - The closing share prices on the day before the option grant dates were HK$47.30 (April 1), HK$42.95 (July 9), and HK$35.50 (September 30)[142] - The exercise price for stock options granted under the post-IPO share option plan must not be lower than the highest of: the closing price on the grant date, the average closing price of the five trading days preceding the grant date, or the face value of the shares[141] - The post-IPO share option plan has a remaining lifespan of 10 years from the listing date (July 10, 2020), after which no further options will be granted[142] - The maximum number of shares that can be issued under all share option plans (including exercised, canceled, and unexercised options) within any 12-month period must not exceed 1% of the total issued shares[139] - For participants who are substantial shareholders or independent non-executive directors, the total value of shares issued upon exercise of all options granted within 12 months must not exceed HK$5,000,000[139] - The company adopted a Share Award Plan on September 2, 2021, to reward eligible participants for their contributions to the group's growth and development[144] - As of December 31, 2021, the total number of unexercised stock options held by employees was 6,620,668 shares (granted on April 1), 821,000 shares (granted on July 9), and 2,464,500 shares (granted on September 30)[143] - The company's share incentive plan has a validity period of 10 years, starting from the adoption date, with the board having the authority to terminate it early, provided that the termination does not affect the vested rights of any selected participants[146] - The maximum number of shares that the trustee may hold at any point during the plan's validity period shall not exceed 2% of the company's total issued share capital, and the maximum number of shares that may be awarded under the plan shall not exceed 5% of the company's total issued share capital[149] - On September 2, 2021, the company's board approved the adoption of the share incentive plan, and as of December 31, 2021, the trustee purchased 1,412,700 and 1,449,000 shares in the market on September 15, 2021, and November 5, 2021, respectively[151] - On December 24, 2021, the company granted 4,797,300 award shares to specific selected participants under the terms of the share incentive plan[151] - The share incentive plan allows for the award of shares to eligible participants, including employees, non-executive directors, consultants, and other contributors to the company's development and growth[145] - The trustee is required to transfer and vest the legal and beneficial ownership of the award shares to the selected participants as soon as practicable after the latest of the earliest vesting date specified in the award notice, receipt of necessary documents, and achievement of any performance targets[148] - If a selected participant who is an employee ceases to be an employee due to corporate restructuring, any awards granted to them will immediately lapse and be canceled[149] - The trustee is prohibited from exercising voting rights and must waive voting rights for any shares held under the trust, including award shares, additional shares, returned shares, bonus shares, and dividend shares[150] - The share incentive plan will terminate on the earlier of the 10th anniversary of the adoption date or the early termination date determined by the board or committee, without affecting the vested rights of any selected participants[150] Corporate Governance and Board Structure - The Board of Directors consists of 7 members, including 3 independent non-executive directors and 1 non-executive director, ensuring sufficient checks and balances[91] - The Chairman and CEO roles are held by the same individual, Mr. Chen Zhiping, which the Board considers appropriate for shareholder interests[91] - The company has a policy for the continuous professional development of directors, with all directors participating in training types A and B during the reporting period[94] - The Board held 5 meetings, the Audit Committee held 3 meetings, and other committees held a total of 3 meetings during the year ending December 31, 2021[95] - The company holds at least four regular board meetings annually, with agendas and documents sent to directors at least 3 days in advance[96] - All directors and relevant employees strictly complied with the Model Code for Securities Transactions as of December 31, 2021[97] - The company has adopted a Board Diversity Policy to enhance diversity, which is considered a key element in maintaining competitive advantage[98] - The Nomination Committee reviews the board's structure annually and considers diversity in gender, age, cultural background, professional experience, and skills[99] - The company has a Director Nomination Policy to ensure a balanced board with diverse skills, experience, and perspectives[100] - The Audit Committee includes three independent non-executive directors and focuses on financial reporting, risk management, and internal controls[104] - The Audit Committee held three meetings with external auditors in 2021 to review financial statements and discuss audit procedures[105] - The Nomination Committee evaluates board composition and considers factors like gender, age, and industry experience for board appointments[106] - The company's remuneration committee, chaired by Mr. Yan Xiaoying, is responsible for recommending the overall remuneration policy and structure for directors and senior management[107] - The company's senior management salary range for the fiscal year ending December 31, 2021, includes 2 individuals earning between 0 HKD and 10,000,000 HKD, and 1 individual earning between 10,000,001 HKD and 20,000,000 HKD[109] - The company's independent external auditor, Deloitte Touche Tohmatsu, received approximately 3,300,000 RMB for audit services and 973,000 RMB for non-audit services during the fiscal year ending December 31, 2021[113] - The company's risk management and internal control systems are designed to manage operational efficiency, ensure asset protection, maintain proper accounting records, and comply with relevant

= Smoore 版 an BB SMOORE SMOORE INTERNATIONAL HOLDINGS LIMITED 思 摩 爾 國 際 控 股 有 限 公 司 (於開曼群島註冊成立的有限公司) (股份代號：6969) 目錄 2 公司信息 4 財務摘要 6 主席報告 8 管理層討論與分析 27 持續關聯交易 30 企業管治報告 42 董事會報告 63 獨立核數師報告 69 綜合損益及其他全面收益表 70 綜合財務狀況表 72 綜合權益變動表 73 綜合現金流量表 75 綜合財務報表附註 3 思摩爾國際控股有限公司 二零二零年年報 二零二零年年報 思摩爾國際控股有限公司 2 非執行董事 劉金成博士 獨立非執行董事 審核委員會 鍾山先生（主席） 閻小穎先生 劉杰博士 合規顧問 授權代表 董事會 註冊辦事處 香港主要營業地址 中國總辦事處 提名委員會 薪酬委員會 法律顧問 聯席公司秘書 公司信息 執行董事 王貴升先生 鄭彩霞女士 陳志平先生（主席兼總裁） 熊少明先生 王貴升先生 Conyers Trust Company (Cayman) Limited Cricket Square Hutchins Dri ...

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