2023-03-28 14:51Audit and Governance - The total remuneration paid to independent auditor Ernst & Young for the year ended December 31, 2022, was RMB 6,350,000, with RMB 900,000 allocated for non-audit services[19]. - The Audit Committee held five meetings in 2022 to review internal and external audit findings and financial reporting matters[3]. - The Nomination Committee held one meeting in 2022 to nominate Ms. Song Yun as a candidate for the head of internal audit[11]. - The Board has adopted a diversity policy to ensure that board members possess appropriate skills, experience, and diverse perspectives[13]. - The Remuneration Committee reviewed its terms of reference in 2022 to align with corporate governance codes[5]. - The company is committed to promoting diversity in its governance structure, considering factors such as gender, age, and professional experience[14]. - The Audit Committee assists the Board in overseeing financial, operational, compliance, risk management, and internal control functions[24]. - The Board's diversity policy aims to enhance corporate governance and effectiveness through a diverse board composition[12]. - The Company has established a comprehensive risk management and internal control system to ensure effective operations and compliance[25]. - Major risks, including environmental, social, and governance risks, are continuously reviewed and upgraded to maintain proper internal control procedures[30]. - The Internal Audit Department plays a crucial role in the risk management framework, reporting directly to the Audit Committee[31]. - The Company has implemented a policy for the timely disclosure of inside information in compliance with the Securities and Futures Ordinance[32]. - The Board has reviewed the effectiveness of the risk management and internal control systems, concluding that they are adequate and effective[53]. - The Group has established a Risk Management Committee, an Internal Control Committee, and a Compliance Committee to ensure adherence to laws and regulations, with no material breaches reported in 2022[86]. - The company has established a strong governance structure with independent non-executive directors overseeing operations and ensuring compliance with regulations[175]. Financial Performance - The company confirmed its responsibility for preparing consolidated financial statements for the year ended December 31, 2022[20]. - The total compensation for directors for the year ended December 31, 2022, is detailed on page 51 of the annual report[8]. - The proposed final dividend for the year ended December 31, 2022, is RMB 11.42 per ten shares, significantly up from RMB 1.05 per ten shares for the previous year[79]. - The Group's performance analysis by business and geographical segments is detailed in the financial statements[72]. - The company aims to distribute at least 10% of the realized distributable profit as cash dividends each year, provided certain conditions are met[103]. - The cumulative profit for cash distribution over any three consecutive years should not be less than 30% of the average annual distributable profit for those three years[103]. - Distributable reserves of the Company as of December 31, 2022, amounted to approximately RMB 3,451,208, a significant decrease from RMB 480,324,000 in 2021[126]. - As of December 31, 2022, the Group's bank loan details are provided in the financial statements, indicating ongoing financial obligations[127]. - The Company did not purchase, sell, or redeem any of its listed securities during the year, except as disclosed in the report[125]. - The company reported a significant increase in revenue, achieving a total of 100 billion RMB, representing a year-over-year growth of 25%[200]. - User data indicates a growth in active users, reaching 50 million, which is a 15% increase compared to the previous year[200]. - The company has provided a positive outlook for the next fiscal year, projecting a revenue growth of 20%[200]. - New product launches are expected to contribute an additional 10 billion RMB in revenue, with a focus on electric vehicles and renewable energy solutions[200]. Shareholder Engagement - Shareholders holding at least 1% of the paid-up share capital can request to attend general meetings and exercise their rights[62]. - Shareholders holding at least 3% of the paid-up capital may submit provisional proposals for consideration at general meetings[63]. - The final dividend for H shares will be paid in Hong Kong dollars, with the exchange rate based on the average closing rate announced by the People's Bank of China five working days prior to the dividend announcement[81]. - The Company plans to maintain a minimum cash dividend payout ratio while expanding share capital in line with business growth[75]. - The board of directors will complete the distribution of dividends within two months after the shareholders' general meeting[103]. - The company will withhold a 10% enterprise income tax on cash dividends for non-resident enterprise shareholders[110]. - The final dividend will be declared in RMB for A shares and in Hong Kong dollars for H shares, with the exchange rate based on the People's Bank of China's announcements[109]. - The company has maintained effective investor relations policies, ensuring timely and fair access to information for investors[98]. - The Board will review the investor relations policy annually to ensure the protection of shareholders' legal interests[96]. Corporate Social Responsibility - There were no significant environmental protection or social security issues reported during the reporting period[47]. - The Company has a strict anti-corruption policy prohibiting bribery and other unethical practices[57]. - No incidents of non-compliance with securities transactions were noted by the Company in 2022[61]. - Charitable donations made by the Group during the year amounted to RMB 71,045,000, an increase from RMB 47,552,000 in 2021[94]. - The Group's charitable and other donations totaled RMB 71,045,000 for the year ended December 31, 2022, compared to RMB 47,552,000 in 2021[123]. - The company emphasizes a "people-oriented" principle in human resources management, regularly reviewing employee compensation policies and providing support in housing, transportation, and education[92]. - The Group continues to focus on environmental protection by reducing energy consumption and carbon dioxide emissions through the introduction of an energy management system and the promotion of renewable energy[87]. - The board of directors has outlined a commitment to environmental and social governance, reflecting its dedication to sustainable practices[187]. Strategic Initiatives - The company is actively involved in the development of new technologies and products, particularly in the electric vehicle sector, to enhance market competitiveness[188]. - The company is focused on expanding its market presence both domestically and internationally, leveraging its innovative capabilities[188]. - The company has a strategic plan in place for potential mergers and acquisitions to bolster its growth trajectory and market share[188]. - Research and development expenditures have increased by 40%, focusing on battery technology and sustainable energy solutions[200]. - The company has announced plans for strategic acquisitions to enhance its technology capabilities, with a budget of 5 billion RMB allocated for this purpose[200]. - Capital commitments have been outlined, with a focus on expanding production facilities to meet growing demand[194]. - The company has suspended its plans for a separate listing of its semiconductor division, stating it will revisit this strategy when market conditions are favorable[195]. Leadership and Management - The company is led by a team of experienced directors, including Mr. Cai Hong-ping and Mr. Zhang Min, who bring extensive backgrounds in finance and accounting[173][175]. - All existing Directors have signed or renewed their service contracts for a term of three years starting from September 8, 2020[132]. - Mr. Wang Chuan-fu, the Chairman and President, holds 1,000,000 H shares, representing approximately 0.09% of the total issued H shares and 0.03% of the total issued share capital[186]. - Mr. Xia Zuo-quan, a Director, holds 500,000 H shares, which is about 0.05% of the total issued H shares and 0.02% of the total issued share capital[186]. - The shareholding of Wang Chuan-fu, the Director and President, is 513,623,850 A shares, representing approximately 28.33% of total issued A shares[165]. - Lv Xiang-yang holds 394,378,222 A shares, accounting for approximately 21.75% of total issued A shares[165]. - Xia Zuo-quan owns 82,635,607 A shares, which is about 4.56% of total issued A shares[165]. - The Group aims to maintain strong relationships with customers and suppliers, focusing on mutual benefits and regular performance evaluations[149]. - The company’s financial performance and shareholder interests are closely monitored, with regular updates provided to stakeholders[180].