Board Composition and Diversity - The Board consists of eight members, including one female director, resulting in a gender ratio of approximately 73% male to 27% female in the workforce as of December 31, 2022[22]. - The Company has adopted a Board diversity policy to enhance performance quality through diverse skills and experiences[16]. - The Board is committed to improving gender diversity and will consider measurable objectives to implement the Diversity Policy[21]. - The Company’s hiring practices are merit-based and non-discriminatory, contributing to achieving gender diversity in the workforce[22]. - The Nomination Committee reviews the implementation and effectiveness of the Diversity Policy to ensure the Board has the appropriate mix of skills and experience[23]. - The Company emphasizes the importance of Board diversity, including gender diversity, as a vital asset to the business[154]. Board Meetings and Committees - A total of eight Board meetings, four Audit Committee meetings, four Remuneration Committee meetings, and three Nomination Committee meetings were held during the year ended December 31, 2022[5]. - The Board meets regularly, at least four times a year, to review financial and operational performance and develop future strategies[4]. - The Company has established three board committees: the Audit Committee, the Remuneration Committee, and the Nomination Committee to oversee specific aspects of the group's affairs[1]. - The Company has established a Nomination Committee to review the structure, size, and composition of the Board at least annually[173]. - The Audit Committee reviewed the annual results for the year ended December 31, 2021, and the interim results for the six months ended June 30, 2022, for Board approval[172]. - The Audit Committee approved the external auditor's scope, plan, and fees for the annual audit and interim review[172]. - The Company has established an Audit Committee comprising three independent non-executive Directors to ensure compliance with corporate governance practices[181]. - The Remuneration Committee reviewed the remuneration package for Executive Director Mr. Yeung Tong Seng Terry during the financial year[179]. - The Nomination Committee conducted an annual review of the Board's composition, structure, and diversity policy[186]. Financial Performance and Reporting - The financial statements for the year ended December 31, 2022, were prepared under applicable statutory and regulatory requirements, ensuring a true and fair view of the Group's operations and cash flows[28]. - For the financial year ending December 31, 2022, the company reported a total revenue of HK$24,000,000, a significant increase from HK$6,000,000 in the previous year[92]. - For the period from 1 January 2022 to 31 December 2022, the company reported revenue of HK$8,600,000, an increase from HK$6,500,000 in the previous period[1]. - The projected revenue for the year ending 31 December 2023 is estimated at HK$6,000,000, indicating a decrease of approximately 30% compared to 2022[1]. - The actual amount incurred for connected transactions in 2022 will be reported in the upcoming financial disclosures[1]. Share Options and Capital Structure - The company has 20,877,808 shares under the Share Option Scheme, representing approximately 6.71% of the issued shares[43]. - The Share Option Scheme allows for options to be granted until June 28, 2028, with specific terms for exercise and acceptance[54]. - The exercise price for options is based on the closing price of shares on the offer date, rounded to the nearest whole cent[42]. - The fair value of share options was calculated using the Binomial Model, with a fair value of HK$35,360,821 for options exercisable from 28.9.2022 to 27.9.2031[61]. - The expected volatility for the share options was 81.16% and 78.61% for different grants, indicating significant fluctuations in share price[61]. - The exercise price for the share options was set at HK$17.14 and HK$11.04, with the share price at the date of grant being HK$17.02 and HK$11.04 respectively[61]. - The total outstanding share options as of 31.12.2022 amounted to 7,842,792 options[80]. - There are no pre-emptive rights under the Company's Articles of Association or the laws in the Cayman Islands[35]. - The company has not purchased, sold, or redeemed any of its shares during the year, maintaining a stable capital structure[101]. Corporate Governance and Compliance - The company has committed to high standards of corporate governance, complying with the Corporate Governance Code provisions during the reporting period[105]. - The Company has implemented a Whistle-blowing Policy to promote zero tolerance towards corruption and protect whistle-blowers[161]. - The Company is committed to maintaining effective risk management and internal control systems to protect its assets and shareholders' interests[1]. - The Company has a balanced composition of executive and non-executive Directors to ensure effective oversight of management[153]. - The Company has a formalized structure for delegating responsibilities between the Board and management to ensure effective governance[153]. - The Company ensures transparent communication with shareholders through various channels, including its website and regular reports[1]. - The Company is committed to transparent communication of its business and financial performance through various channels[164]. Risk Management and Internal Controls - The risk management framework includes identifying significant risks in the Group's operational environment and evaluating their impact on business[192]. - The Board concluded that the risk management and internal control systems were adequate and effective during the year[198]. - The internal control system is designed to prevent misappropriation of resources and protect the Company's assets[190]. - The Audit Committee performed various reviews and considerations during the financial year to enhance internal controls[182]. - The Company has implemented a risk register and internal control audit plan to monitor risks effectively[196]. - The Company Secretary received no less than 15 hours of relevant professional training to update skills and knowledge during the financial year[199].
帝国科技集团(00776) - 2022 - 年度财报