Sales and Processing Volume - The annual sales volume of the carbon steel processing business increased from approximately 3,123,000 tons for the year ended December 31, 2021, to approximately 3,993,000 tons for the year ended December 31, 2022, representing a growth of approximately 27.9%[5] - The annual processing volume rose from approximately 3,606,000 tons for the year ended December 31, 2021, to approximately 4,230,000 tons for the year ended December 31, 2022, reflecting an increase of approximately 17.3%[5] Revenue and Income - Revenue from the East China region accounted for 66.6% of total revenue, while North China contributed 16.0% and Central China contributed 3.6%[11] - Other income slightly increased from approximately RMB 47.3 million for the year ended December 31, 2021, to approximately RMB 47.8 million for the year ended December 31, 2022[13] Expenses and Financial Management - Administrative expenses rose from approximately RMB 434.7 million for the year ended December 31, 2021, to approximately RMB 443.2 million for the year ended December 31, 2022, primarily due to increased employee costs[14] - The group's inventory as of December 31, 2022, amounted to RMB 3,518,438,000, recorded at the lower of cost and net realizable value[87] - The company’s borrowing details are outlined in the consolidated financial statements, indicating a focus on managing financial leverage[120] Corporate Governance - The company aims to maintain high standards of corporate governance to enhance shareholder value and protect the interests of shareholders and other stakeholders[16] - The board of directors held six meetings during the fiscal year ended December 31, 2022, ensuring effective oversight and governance[21] - The company has established three board committees: the Remuneration Committee, the Nomination Committee, and the Audit Committee, to oversee specific areas of the business[34] - The company is committed to continuous professional development for its directors, ensuring they are well-equipped to fulfill their roles effectively[23] - The company has complied with the corporate governance code as detailed in the annual report[103] Board Composition and Diversity - The board of directors includes one female member, representing 8% of the total board composition[46] - The company aims to maintain its current level of gender diversity on the board[46] - The company emphasizes the importance of board diversity, considering factors such as gender, age, and professional experience[66] - As of the end of 2022, the workforce consisted of 81% male and 19% female employees[46] - The company is committed to creating an inclusive work environment where all employees are treated with respect and equality[46] Audit and Compliance - The audit committee held three meetings during the fiscal year ending December 31, 2022[64] - The audit committee reviewed the audited consolidated financial statements for the year ended December 31, 2022, and confirmed compliance with applicable accounting standards and regulations[104] - The company has engaged PwC for audit and non-audit services, with fees paid during the year being disclosed[68] - The independent auditor issued an unqualified opinion regarding the ongoing related transactions, confirming compliance with listing rules[158] - The independent auditor maintained professional skepticism and assessed internal controls relevant to the audit[200] Shareholder and Dividend Information - The company has no predetermined dividend payout ratio or rate, with dividends being decided at the discretion of the board[48] - The board will regularly review the dividend policy to adapt to the company's operational and capital needs[48] - The company did not declare or pay any interim dividends during the year, compared to HKD 0.06 per share in 2021[114] Employee and Stock Options - A total of 12,800,000 stock options were granted to directors and certain employees, which remain unexercised as of December 31, 2022[124] - The stock option plan allows for a maximum of 100,000,000 shares to be issued, representing 10% of the shares in issue at the time of listing[122] - The company granted a total of 228,000 reward shares to a selected employee during the year, with these shares vesting on January 5, 2023[148] - The company’s workforce consists of 73.0% production and technical personnel, 15.8% sales personnel, and 11.2% management and finance personnel[132] Major Transactions and Relationships - The company sold goods and services to its five largest customers, which accounted for less than 30% of total revenue, while the five largest suppliers accounted for approximately 79% of total procurement[119] - For the fiscal year ending December 31, 2022, the total amount paid to China Baowu Steel Group for steel procurement was approximately RMB 15.9 billion, remaining below the annual cap of RMB 35 billion[156] - The company provided metal processing products and services to China Baowu Steel Group amounting to approximately RMB 170 million, which did not exceed the annual limit of RMB 600 million[156] - The new framework agreement with China Baowu Steel Group, approved by independent shareholders, spans from January 1, 2021, to December 31, 2023, with a total expected payment for steel procurement capped at RMB 22.4 billion, RMB 28 billion, and RMB 35.4 billion for each of the three years[179] - The expected maximum total payments for metal processing products and services from China Baowu Steel Group are capped at RMB 250 million, RMB 300 million, and RMB 350 million for each of the three years ending December 31, 2023[179] Ownership and Control - The company’s major shareholder, Zhou Keming, holds 62.26% of the issued share capital, indicating a strong control over the company[165] - The ownership structure of Lianhao Group Limited shows that Zhou Keming holds 77.2% and Xu Xia holds 22.8% of the interests[194] - The company has no significant contracts with directors that would allow them to hold shares or interests in the company or its affiliates[169] Changes in Board and Management - The company’s board of directors underwent changes, with several resignations and appointments noted during the fiscal year[159] - The board of directors will see the rotation of Lu Jian, Zhu Baomin, Professor Hua Min, and Hu Xuefa at the 2023 annual general meeting[185]
大明国际(01090) - 2022 - 年度财报