Share Capital and Ownership - As of March 31, 2023, the company has issued a total of 405,962,965 shares[12]. - Mr. Mei holds approximately 90.38% of the equity in the company, equivalent to 299,492,188 shares[11]. - Ms. Ji, as Mr. Mei's spouse, is deemed to have an interest in all shares and related shares held by Mr. Mei, totaling 310,350,258 shares, or 76.45%[13]. - Mr. Huang holds a beneficial interest in 20,820,312 shares, representing 5.13%[11]. - The company has maintained a public float of at least 25% of its issued share capital, in compliance with the listing rules[117]. Share Option Plans - The company has adopted two share option plans, with the potential issuance of shares under these plans amounting to approximately 4% of the weighted average number of shares issued during the fiscal year[16]. - The maximum number of shares that can be granted under the pre-IPO share option plan is 34,000,000 shares, representing 8.38% of the total shares issued at the time of listing[20]. - The subscription price for shares under the pre-IPO share option plan is set at HKD 0.6 per share[21]. - The total number of shares available for issuance under the pre-IPO share option plan is 8,249,425 shares, accounting for approximately 2.03% of the total issued shares as of the annual report date (405,962,965 shares)[28]. - The maximum number of shares that can be exercised during the first vesting period is limited to 10,200,000 shares, representing 30% of the total shares to be issued under the pre-IPO share option plan[27]. - The total number of unexercised share options as of March 31, 2023, is 10,869,334 shares, with 4,503,633 shares being unexercised[31]. - The share option plan was approved by shareholders on September 10, 2019, and became effective on the listing date[38]. - The purpose of the share option plan is to incentivize and reward qualified individuals for their contributions to the group[39]. - The share options granted do not have any performance targets attached[34]. - The company has the right to cancel any unexercised share options if the grantee engages in any unauthorized transfer or encumbrance[23]. - The share options are non-transferable and can only be exercised by the grantee[23]. - The maximum number of shares that can be issued under the stock option plan shall not exceed 30% of the total issued shares at any time[41]. - The total number of shares involved in the stock options granted under the plan shall not exceed 10% of the total issued shares as of the listing date, unless approved by shareholders[44]. - If the total number of shares to be issued to any qualified person exceeds 1% of the total issued shares within a 12-month period, shareholder approval is required[45]. - The company may seek shareholder approval to grant stock options exceeding the plan limit, but the total number of shares involved must not exceed 10% of the total issued shares at the time of approval[47]. - The acceptance and exercise period for stock options must be within 21 days from the date of the offer, and cannot exceed 10 years from the adoption of the stock option plan[52]. - The subscription price for shares under the stock option plan must be the highest of three specified prices, including the closing price on the offer date[54]. - The stock option plan is valid for 10 years from the adoption date, with approximately 6 years and 5 months remaining as of March 31, 2023[55]. - The total number of shares available for issuance under the share option plan is 44,596,296 shares, representing approximately 11.0% of the total issued shares as of the report date, which is 405,962,965 shares[56]. - As of March 31, 2023, the number of share options available for grant under the plan decreased from 40,596,296 to 36,596,296 shares[56]. - No share options were exercised during the fiscal year[92]. Corporate Governance - The board of directors consists of five executive directors and three independent non-executive directors as of the report date[122]. - The company has established appropriate insurance coverage for potential legal liabilities faced by its directors[121]. - The board consists of eight members, with two females and six males, achieving a gender diversity ratio of 25% female representation[127]. - The company has adopted a board diversity policy to enhance performance, focusing on various perspectives including gender, age, cultural background, and professional qualifications[127]. - The independent non-executive directors have confirmed their independence according to listing rules, ensuring effective governance[126]. - The company has established mechanisms to ensure the board receives independent opinions and advice, which were reviewed during the fiscal year[128]. - The executive directors have service contracts with an initial term of three years, continuing until terminated with appropriate notice[136]. - The company provides necessary onboarding training for newly appointed directors to ensure understanding of operations and responsibilities[131]. - The board's composition includes independent non-executive directors with diverse industry backgrounds, enhancing governance effectiveness[135]. - The nomination committee is responsible for reviewing the board diversity policy to ensure its ongoing effectiveness and recommend any necessary amendments[128]. - The board held four meetings during the fiscal year, with all directors attending each meeting[146]. - The Audit Committee, consisting of three independent non-executive directors, held four meetings to review the company's financial performance and discuss the impact of new accounting standards[170]. - The Nomination Committee is composed of four members, including one executive director and three independent non-executive directors, and is responsible for evaluating board composition and diversity[171]. - The company has adopted a standard code of conduct for securities trading, confirming compliance by all directors throughout the fiscal year[158]. - The board retains decision-making authority over all significant matters, including policy approval, overall strategy, and major transactions[159]. - The Audit Committee's responsibilities include monitoring the integrity of financial statements and assessing the effectiveness of risk management and internal control systems[166]. - The company held its annual general meeting on August 12, 2022, with all directors present[157]. - The board has established three committees: Audit Committee, Nomination Committee, and Remuneration Committee, each with specific written terms of reference[163]. - The company encourages directors to seek independent professional advice at the company's expense when fulfilling their duties[159]. - The board regularly reviews the delegated functions and responsibilities to ensure effective governance[159]. - The nomination committee seeks to identify qualified candidates for the board, focusing on diversity in skills and backgrounds to support strategic goals and sustainable development[177]. - The selection criteria for candidates include various diversity aspects such as gender, age, cultural and educational background, professional qualifications, and industry experience[178]. - The nomination process involves reviewing resumes, conducting background checks, and interviewing candidates before making recommendations to the board[179]. - The remuneration committee consists of three independent non-executive directors and is responsible for proposing compensation policies for all directors and senior management[184]. - The remuneration committee evaluates the performance of individual executive directors and senior management, recommending compensation based on performance[184]. Financial and Legal Matters - The company did not make any charitable donations during the fiscal year, compared to HKD 30,000 in 2022[105]. - There were no significant legal proceedings or arbitrations involving the company during the fiscal year[106]. - The audit committee has reviewed the accounting principles and practices adopted by the group for the fiscal year ending March 31, 2023[111]. - The company has appointed Hong Kong Li Xin De Hao CPA Limited as the auditor for the fiscal year ending March 31, 2023[118]. - The company did not purchase, redeem, or sell any of its listed securities during the fiscal year[191]. - Related party transactions during the fiscal year included providing brokerage and/or financing services to Mr. Mei, which were exempt from shareholder approval and disclosure requirements[194]. - The company has established appropriate plans and procedures to ensure a balanced skill set within the board and its committees[181].
LFG投资控股(03938) - 2023 - 年度财报