Sales and Marketing Strategy - The Group will focus on strengthening the sales and promotion of beer products in Tibet, leveraging local brands and cultural advantages[1] - Significant resources will be invested to capitalize on the resumption of tourism growth in Tibet, integrating Tibetan specialty culture with product experiences[1] - The Group aims to enhance market share of its beer products in Tibet by establishing additional sales sites across the region[1] - Research and development efforts will be intensified for Tibetan specialty beer products, adapting to new consumer trends and demands in the beer market[1] - The Group plans to develop and construct channels around Tibet, collaborating with water segment products to provide quality experiences of Tibetan specialty products[1] Corporate Governance - The Board of Directors includes a balance of executive and non-executive members, ensuring adequate checks and balances for shareholder interests[34] - The roles of Chairman and Chief Executive Officer are separated, with Dr. Zhang Chunlong as Chairman and Mr. Wang Dong as Chief Executive[28] - All Directors receive monthly updates on the Group's performance, position, and prospects to fulfill their duties effectively[37] - The company has established a formal procedure for matters requiring Board decisions, ensuring clarity in governance[56] - Independent non-executive Directors provide diverse knowledge and expertise, contributing to the Group's strategic discussions[34] - The company has received annual independence confirmations from all independent non-executive Directors, affirming their status[45] - The company is committed to continuous professional development for Directors, providing training and updates on regulatory requirements[49] - The Company has established a formal and transparent procedure for developing remuneration policies for Directors and senior management[74] - All Board appointments are based on meritocracy, considering diversity in gender, age, cultural background, and professional experience[71] - The Nomination Committee regularly reviews the structure, size, composition, and diversity of the Board[74] Audit and Risk Management - The Audit Committee, consisting of independent non-executive Directors, met four times in 2022 to oversee financial reporting and auditor matters[58] - The Audit Committee meets at least twice a year to review the external auditor's independence and the effectiveness of the audit process[67] - The Company’s financial control, internal control, and risk management systems are reviewed by the Audit Committee[67] - The external auditor's service fee and independence are assessed by the Audit Committee[71] - The Company held four meetings with the Audit Committee members and external auditors in 2022[68] - The Board has engaged an independent professional to conduct an annual review of the effectiveness of the internal control system, confirming its adequacy during the reporting period[99] - The Risk Management Committee met once in 2022 to review the existing internal control system and adopted management's recommendations to enhance its effectiveness[87] - The Company has established risk management procedures to identify and prioritize business risks for management's attention[94] - The Board is committed to maintaining a sound internal control system to safeguard assets and ensure compliance with relevant laws and regulations[94] Shareholder Communication and Engagement - The Company conducts its affairs in accordance with the "Guidelines on Disclosure of Inside Information" issued by the Securities and Futures Commission[100] - Extensive information about the Group's activities is provided in the Annual Report and is available on the Company's website[108] - The Company encourages all Shareholders to attend the annual general meeting to understand the Group's business from Directors and senior management[108] - The Company has established multiple communication channels to provide timely updates to shareholders and stakeholders[144] - The Company has established various communication channels to effectively receive feedback from shareholders and stakeholders, ensuring the implementation of the shareholder communication policy in 2022[169] Financial Performance and Reporting - The Group's financial results for the year ended December 31, 2022, are detailed in the consolidated statement of profit or loss and comprehensive income on pages 95 to 96 of the Annual Report[177] - The Directors do not recommend the payment of a final dividend for the year 2022[153] - The business review is presented in the "Letter to Shareholders" and "Management Discussion & Analysis" sections, covering key risks and uncertainties faced by the Group[152] - The Company reported audit service fees of RMB 1,973,000 for 2022, an increase of 15.6% from RMB 1,707,000 in 2021[148] - Non-audit service fees amounted to RMB 172,000 in 2022, up from RMB 166,000 in 2021, reflecting a growth of 3.6%[148] - Total fees paid/payable to the auditor for both audit and non-audit services reached RMB 2,145,000 in 2022, representing a 14.5% increase from RMB 1,873,000 in 2021[148] Compliance and Legal Matters - The Company has adopted the Model Code for Securities Transactions by Directors, ensuring compliance with the requirements for the year ended December 31, 2022[105] - No incidents of non-compliance with the Model Code were noted during the year[105] - The Company has arranged appropriate Directors' and Officers' Liability Insurance, reviewed annually, with no claims made against Directors and officers during the year[108] - The Board has monitored the Company's legal and regulatory compliance and organized training for Directors and management[118] Share Options and Incentives - No share options were granted, exercised, lapsed, cancelled, or outstanding under the Share Option Scheme during the year[159] - The Share Option Scheme was effective for ten years from its adoption date, which was 7 September 2012, and expired in 2022[187] - The Company granted 25,200,000 share options on 16 December 2015, which lapsed on 31 December 2018[182] - The options under the Share Option Scheme may be exercised within a period not exceeding 10 years from the date of grant[182] - The share incentive plan is effective for a period of ten years from its adoption date of August 18, 2017, but the board may decide to terminate it early[194] Gender Diversity and Representation - The company aims to maintain its current level of female representation on the Board while ultimately striving for gender equality[41] - The Board has adopted a diversity policy to achieve a diverse composition[71]
西藏水资源(01115) - 2022 - 年度财报