Equity and Shareholding - The company reported a total equity interest of 165,595,721 shares, representing 32.18% in controlled entities[10] - The company has a significant shareholder, Tian Shili Holdings Group, holding 165,595,721 shares, which is 32.18% of the total equity[11] - The company has a total of 23,450,000 shares under the pre-IPO stock option plan, representing a potential equity interest of 4.56%[7] - The company has a total of 26,000,000 shares with a pledged interest, representing 5.05% of the total equity[10] - The company has a total of 44,820,000 shares held by Evodevo Ltd, representing 8.71% of the total equity[11] - The company has a total of 51,458,400 shares held by China Resources Limited, representing 10.00% of the total equity[11] Stock Option Plans - The company has established a stock option plan aimed at incentivizing key employees for long-term contributions to the company and its shareholders[17] - The total number of shares that can be issued upon the exercise of all options granted under the pre-IPO option plan is 37,500,000 shares[36] - The exercise price per share for options granted under the post-IPO option plan will be determined by the board, but must not be lower than the higher of the closing price on the date of the offer or the average closing price over the five trading days preceding the offer[27] - The remaining validity period of the post-IPO option plan is approximately 7 years, starting from June 6, 2020[28] - The total number of shares that may be issued under all option plans must not exceed 10% of the shares issued on the date of listing, equivalent to 50,000,000 shares[42] - No options have been granted, exercised, canceled, or lapsed under the post-IPO option plan from the date of listing to the date of this report[29] - The company aims to attract and retain employees and reward eligible employees, directors, and other selected participants for their past contributions through the post-IPO option plan[40] - The options will be granted in multiple batches as determined by the board[20] - The exercise period for options must end within 10 years from the date of grant, unless terminated earlier according to the plan's terms[26] - The company must seek shareholder approval to grant options exceeding the general plan limit at the shareholders' meeting[23] Financial Performance and Revenue - As of December 31, 2022, the company did not generate any product sales revenue, with total sales percentage from customers being zero[48] - The company's major suppliers accounted for approximately 68.1% of total procurement in the year ending December 31, 2022, up from 48.0% in 2021[49] - The largest supplier contributed about 33.0% of total procurement in the year ending December 31, 2022, compared to 15.8% in 2021[49] - The company has a share premium reserve available for distribution amounting to RMB 1,402,498,000 as of December 31, 2022, unchanged from 2021[54] - No revenue was recorded by Yongtai Ruike during the reporting period[111] Corporate Governance - The company has adopted the corporate governance code as per the listing rules, ensuring compliance since the listing date[119] - The independent auditor confirmed that there were no related party transactions during the reporting period[116] - The company has maintained high levels of corporate governance to protect shareholder interests and enhance corporate value[98] - The company is committed to high standards of corporate governance, believing it is essential for protecting shareholder interests and enhancing corporate value[136] - The board of directors has maintained compliance with public float requirements under listing rules[127] - The company has appointed Deloitte as the auditor, which provided a standard unqualified audit opinion on the financial statements for the reporting period[132] - The board of directors consists of nine members, including two executive directors, four non-executive directors, and three independent non-executive directors[154] - The company held five board meetings and one annual general meeting during the reporting period[141] - The company has established formal and informal channels for independent non-executive directors to express their views openly[143] - The company has made changes to its board, with several directors resigning and new appointments effective from March 24, 2023[148] - The company held four board meetings during the year ending December 31, 2022, ensuring compliance with corporate governance guidelines[167] - The Audit Committee has reviewed the audited consolidated financial statements for the year ended December 31, 2022, and met with the independent auditor Deloitte[187] - The Audit Committee believes that the internal review and risk management functions of the company are reasonable, effective, and adequate[188] - The Remuneration Committee held one meeting during the year ended December 31, 2022, to review the remuneration policy and structure for directors and senior management[191] - The Nomination Committee reviewed the structure, size, and diversity of the board during the year ended December 31, 2022[194] - The company has established three committees: Audit Committee, Remuneration Committee, and Nomination Committee, each with defined written terms of reference[185] Contractual Arrangements and Risks - The company has established a structural contract arrangement with its subsidiary, which includes a buyout option at a fixed exercise price[62] - The company has established a contractual arrangement with Beijing Yongtai to maintain effective control over Yongtai Ruike's financial and operational management, ensuring all economic benefits generated by Yongtai Ruike are accessible to Beijing Yongtai[80] - The service fee for the exclusive business cooperation agreement is set to include 100% of Yongtai Ruike's pre-tax profits, with adjustments based on various factors including service complexity and market rates[87] - The company has received a waiver from the Stock Exchange regarding compliance with certain listing rules, allowing for continued economic benefits from the contractual arrangement[75] - There are significant risks associated with the contractual arrangement, including potential bankruptcy of Yongtai Ruike which could result in loss of critical licenses and intellectual property[83] - The contractual arrangement is subject to a maximum applicable percentage rate under listing rules, which is expected to exceed 5%, necessitating compliance with disclosure and independent shareholder approval requirements[94] - The company has not entered into any new contractual arrangements during the reporting period, and there have been no significant changes to existing arrangements[92] - The company has been advised that the contractual arrangements do not violate applicable Chinese laws and regulations, although enforcement of certain terms may be uncertain[81] - The exclusive purchase rights and equity custody agreement allows Beijing Yongtai to exercise its rights in the event of a default, ensuring protection of its interests[89] - The contractual arrangements will automatically terminate under specific conditions, including breach of agreement or bankruptcy of Yongtai Ruike[87] Utilization of Proceeds - The net proceeds from the global offering, after deducting underwriting fees and other expenses, amount to approximately HKD 1,127.8 million, with HKD 1,067.2 million already utilized[103] - Approximately HKD 382.7 million has been allocated for investment in ongoing clinical trials and commercialization of EAL®[103] - Investment of about HKD 322.7 million is directed towards CAR-T-19 clinical trials and TCR-T series products under development[103] - R&D expenditures related to expanding other clinical indications for EAL® account for approximately HKD 212.5 million[103] - The company anticipates that the net proceeds will be fully utilized by 2025[106] - As of December 31, 2022, the remaining unutilized amount was HKD 60.6 million, indicating a significant deployment of funds[146] - The company plans to complete the utilization of the remaining funds by the end of 2023[146] Gender Diversity and Recruitment - The company achieved a board gender diversity of approximately 22.22%, with two out of nine board members being female as of December 31, 2022[172] - The company ensures that all levels of personnel recruitment follow structured procedures to attract diverse candidates[172] - The overall gender ratio of the group is approximately 4:5, and the company aims to maintain this ratio while reviewing and monitoring it[196]
永泰生物-B(06978) - 2022 - 年度财报