Supply Agreements - As of December 31, 2022, the annual cap for the Dabeinong Group materials supply framework agreement is RMB 146.0 million, with an actual transaction amount of RMB 26.9 million[13]. - The duration of the Dabeinong Group materials supply framework agreement is extended to December 31, 2024[8]. - The actual transaction amount for the Yiyingmei Raw Fresh Milk Supply Framework Agreement as of December 31, 2022, is RMB 1.8 million, against a cap of RMB 17.0 million[19]. - The Yiyingmei Raw Fresh Milk Supply Framework Agreement is effective from March 28, 2022, to December 31, 2024[16]. - The company will continue to purchase materials from Dabeinong Group based on written orders, ensuring compliance with market pricing standards[10]. - The company has established a monthly milk supply plan to meet the purchasing standards of Yiyingmei Dairy[16]. - The original framework agreement with Dabeinong Group was terminated and replaced with the new agreement on March 28, 2022[8]. - The company is committed to expanding its supply agreements to enhance operational efficiency and market reach[16]. Financial Performance - The company’s financial statements for the year ended December 31, 2022, were audited by Ernst & Young[29]. - Total staff costs for 2022 amounted to RMB 330.7 million, compared to RMB 272.0 million in 2021, reflecting a year-over-year increase of approximately 21.5%[53]. - The group has made a provision of RMB 357 million for potential losses related to a civil judgment, reflecting a decrease from RMB 492 million in 2021[106]. - The provision for probable losses related to litigation amounted to RMB 35.7 million in 2022, down from RMB 49.2 million in 2021[136]. - The Company has adopted a dividend policy effective from March 28, 2023, which allows the Board to determine the declaration and payment of dividends based on profits, cash flow, and other factors[146]. Corporate Governance - The Company has adopted and complied with the Corporate Governance Code as per the Listing Rules[40]. - The Company has complied with the Corporate Governance Code for the year ended December 31, 2022[65]. - The Board is responsible for formulating overall strategies and policies to ensure the Group achieves its goals swiftly[39]. - The Board comprises nine Directors, including one executive Director and three independent non-executive Directors[68]. - The Company ensures all independent non-executive Directors are independent as per the Listing Rules, with confirmations received from each[70]. - The roles of the Chairman and Chief Executive Officer are separate, performed by different individuals, ensuring clear governance[70]. - The Company has established various committees under the Board to assist in governance and management functions[68]. - The Company has established a mechanism to ensure independent views and input are available to the Board during the year[148]. Risk Management - The Group has established effective internal control systems for risk assessment[39]. - The Group's risk management and internal control systems are designed to provide reasonable assurance against material misstatement or loss[155]. - The Group's internal control management center is responsible for evaluating and optimizing the internal control system across the industrial chain to ensure effective risk management[157]. - The Board conducted a review of the effectiveness of the Group's risk management and internal control systems, including all material controls, in 2022[155]. - The internal audit function reports to the Audit Committee, which in turn reports findings to the Board, ensuring oversight of internal controls[161]. Employee Management - As of December 31, 2022, the Group had a total of 2,845 employees, an increase from 2,682 employees in 2021[53]. - The Group provides on-the-job education and training opportunities to improve employee skills and knowledge[53]. - The Group has adopted a Share Option Scheme aimed at attracting, retaining, and motivating Directors, senior management, and employees[53]. - The Share Award Scheme aims to enhance corporate governance, attract talent, and motivate core employees for sustainable growth[126]. - The Company emphasizes the importance of integrity and law-abiding practices at all levels, with a strong focus on anti-corruption measures[163]. Shareholder Information - As of December 31, 2022, Start Great Holdings Limited and China Mengniu Dairy Company Limited each held a beneficial interest of 2,513,178,555 shares, representing 29.99% of the total shares[64]. - Nong You Co., Ltd. and Beijing Zhi Nong Investment Co., Ltd. each held 1,301,651,000 shares, accounting for 15.53% of the total shares[64]. - The company has a total of 8,381,295,229 shares issued as of December 31, 2022[108]. - The attendance record of directors at general meetings shows full participation, with key meetings held on June 20, 2022, and December 29, 2022[119]. Compliance and Legal Matters - The Company is not aware of any material uncertainties that may affect its ability to continue as a going concern as of December 31, 2022[122]. - The Company has established a whistle-blowing policy to encourage employees to report financial reporting and operational improprieties, ensuring protection against unfair dismissal[163]. - All employees received anti-corruption training during the year, including seminars and online training, to enhance awareness of anti-corruption practices[163]. - The external auditor for the Group is Ernst & Young, with fees for audit and non-audit services paid or payable for the years ending December 31, 2021, and December 31, 2022[167].
中国圣牧(01432) - 2022 - 年度财报