Corporate Governance - As of December 31, 2022, no directors or senior executives were aware of any individuals holding 5% or more of the company's issued share capital[1]. - No rights to acquire shares or debentures were granted to any director or their family members during the year under review[2]. - There were no significant contracts involving directors' material interests at the end of the year under review[4]. - The Board has the authority to determine directors' remuneration, which is subject to review by the Remuneration Committee[5]. - The Company complied with all applicable code provisions of the Corporate Governance Code for the year ended December 31, 2022, except for certain provisions regarding the separation of roles of chairman and CEO[17]. - The Board believes that good corporate governance is crucial for improving efficiency and performance while safeguarding shareholder interests[17]. - The Company has adopted the Model Code for Securities Transactions by directors and confirmed full compliance by all directors for the year ended December 31, 2022[22]. - The Board is responsible for reviewing the Group's strategic development and ensuring effective internal controls and risk management[25]. - The Company will periodically review and improve its corporate governance practices in line with the latest developments in corporate governance requirements[25]. - The Board diversity policy aims to achieve diversity on the Board and is reviewed annually for effectiveness[21]. - Minutes of all Board and committee meetings are kept by the Company Secretary and are available for inspection by any Director[26]. - The company did not purchase, redeem, or sell any of its listed securities during the year ended December 31, 2022[37]. - The company’s independent non-executive directors had no unexpired service contracts that are not determinable within one year without compensation[37]. - The company’s directors' remuneration for the financial year is detailed in Note 12 of the consolidated financial statements[37]. - The company did not report any significant contracts or interests held by directors during the financial year[35]. - The Remuneration Committee held one meeting during the fiscal year ended December 31, 2022, discussing the remuneration policy for Directors and making recommendations for newly appointed Directors[107]. - The company has arranged appropriate liability insurance for Directors to indemnify their liabilities arising from corporate activities[58]. - All non-executive Directors are appointed for specific terms and are subject to retirement by rotation at least once every three years[103]. - The company encourages all Directors to participate in continuous professional development to ensure their contributions to the Board remain informed and relevant[58]. - The company has adopted a remuneration policy consistent with the Listing Rules and the Bye-laws of the Company[110]. - The Remuneration Committee is responsible for determining the remuneration of Directors and ensuring it aligns with the company's policies[110]. - The company has a comprehensive induction program for newly appointed Directors to ensure they understand the company's operations and their responsibilities[58]. - The Audit Committee met no less than twice a year to review business affairs and financial statements before submission to the Board for approval[1]. - The Corporate Governance Committee confirmed compliance with the Code of the Listing Rules throughout the year, with some deviations noted[1]. - The total number of independent non-executive directors accounts for less than one-third of the Board, violating Rule 3.10A of the Listing Rules[1]. - The number of independent non-executive directors and Audit Committee members has fallen below the minimum requirement of three as per Rules 3.10(1) and 3.21[1]. - The Remuneration Committee consists of only one member who is not an independent non-executive director, failing to meet Rule 3.25 requirements[1]. - The company must appoint suitable candidates to fill board vacancies within three months of non-compliance with Listing Rules[1]. - The Audit Committee's terms of reference are aligned with the Code and are available on the company's website[1]. - The auditor's remuneration for the year ended December 31, 2022, was approximately HK$1,320,000, consistent with the previous year[155]. - The company has established a Financial Reporting Committee responsible for overseeing the preparation of financial statements to ensure they provide a true and fair view of the Group's state of affairs[149]. - The Board is committed to maintaining effective risk management and internal control systems to safeguard shareholders' investments and the Group's assets[143]. - The company follows a policy of timely disclosure of relevant information to shareholders, with voting results posted on the company's website on the day of the annual general meeting[163]. - The Board will conduct regular reviews of the internal control and risk management systems, ensuring reliability in financial reporting and compliance with statutory requirements[164]. - There were no non-audit services provided by the auditor during the year, maintaining a focus on audit integrity[155]. - The company secretary has attended relevant professional seminars to update skills and knowledge, complying with professional training requirements[140]. - The Board has adopted a Board Diversity Policy to ensure diversity in its composition, considering various factors such as gender, age, and professional experience[157]. - Shareholders can requisition a special general meeting, which the Board must arrange within two months of receiving the request[138]. - The company maintains a corporate website that provides shareholders with timely access to corporate information, governance practices, and financial reports[163]. - The Board reviewed the internal control and risk management system for the year ended December 31, 2022, and found it effective and adequate, with no significant concerns affecting shareholders identified[166]. Financial Performance and Compliance - The Group's financial results and assets and liabilities summary for the last five financial years are detailed on pages 195 and 196 of the annual report[12]. - Elite Partners CPA Limited has been the auditor since 2012 and will offer themselves for re-appointment at the upcoming annual general meeting[12]. - The company received a letter on November 25, 2022, stating the decision to cancel its listing, but this was overturned on March 8, 2023[11]. - The Listing Review Committee granted an extension of the remedial period to September 30, 2023, with no further extensions expected[11]. - The remaining steps for compliance with the Resumption Guidance were deemed procedural and well underway[11]. - The company was ordered to be wound up on May 16, 2022, which halted the process of appointing suitable candidates to fill board vacancies[58]. - The company reported that Mr. Yang Ying Min and Mr. Shen Jian will retire by rotation at the annual general meeting and are eligible for re-election[37]. - Ms. Guo Xiao Ying and Dato Dr. Cheng Chak Ho resigned as independent non-executive directors effective April 1, 2022[37]. - The total number of shares held by China Huarong Asset Management Company Limited is 4,888,000,000, representing approximately 20.92% of the issued voting shares[41]. - The company’s executive directors include Mr. Yang Ying Min (Chairman and CEO) and Mr. Qian Yi Dong (Deputy Chairman)[37]. - The company had a total of 3,380,408,552 shares held by controlled corporations, representing approximately 14.46% of the issued voting shares[41]. - The company did not receive training records from two Directors who resigned during the year[102]. Environmental and Social Responsibility - The Group emphasizes communication with stakeholders to understand their concerns and needs, which aids in formulating effective corporate social responsibility policies[178]. - The Group has established a safety environment management committee to monitor safety issues and environmental impacts during production processes[179]. - The Group's ISO14001 environmental management system passed the annual review and verification during the Reporting Period, ensuring the validity of certification[183]. - No violations of environmental laws and regulations regarding emissions, discharge, or waste were found during the Reporting Period, and the Group was not subject to governmental penalties[184]. - The Group has implemented measures to monitor mining activities to mitigate negative impacts on the ecological structure of land, in compliance with the "EIA Report" and "Soil and Water Conservation Plan"[184]. - The Group's principal activities include investment holdings, mining operations, and chemical trading, with the trading of mineral resources operation discontinued[190]. - The Group is committed to maintaining stable growth and expanding the product mix of mining operations to achieve consistent revenue and returns[195]. - The Group emphasizes open and transparent communication with local communities regarding safety, environment, and community relationships[195]. - The Group has established guidelines for proper waste classification, recycling, and disposal of general office waste, including electronic products[186]. - The Group actively engages third-party agencies to inspect mining production activities and improve environmental protection measures based on their recommendations[184]. - The Group's environmental management procedures ensure that emissions from chemical trading operations do not exceed national limits[184]. - The Group aims to balance economic benefits, business development, and corporate social responsibility for sustainable development[195]. - The group aims to inform stakeholders about its performance beyond financial results and business operations[199]. - The report encourages stakeholders to share valuable feedback regarding the ESG report content[200].
北方矿业(00433) - 2022 - 年度财报