Board Composition and Diversity - The Board comprises eight members, including one female Director, with a balanced mix of knowledge and skills across various aspects of the real estate industry[11]. - The Group aims to enhance gender diversity at all levels, with a current target of increasing the proportion of female members on the Board over time[14]. - The Company has adopted a board diversity policy effective from May 12, 2021, to improve board efficiency[12]. - The Company has established measurable targets for board diversity, which are regularly reviewed to ensure effectiveness[16]. - The Board consists of three executive Directors and five non-executive Directors, ensuring a balance of skills and experience appropriate for the business requirements[95]. - The Group has three independent non-executive Directors with diverse industry backgrounds, including accounting and property development[11]. Employee and Training Information - As of December 31, 2022, the Group's full-time employees consist of approximately 71.6% male and 28.4% female[15]. - The Group employed a total of 912 full-time employees as of December 31, 2022[124]. - The Group provided various training programs to enhance employees' skills and capabilities[123]. - The Group has established a performance-based compensation structure to reward employees[122]. - The Group operates a Mandatory Provident Fund Scheme for all its employees in Hong Kong, with contributions based on a percentage of employees' basic salaries[184]. Corporate Governance and Compliance - The Company has adhered to high corporate governance standards, complying with all applicable code provisions under the Corporate Governance Code during the year[88]. - The Group's commitment to corporate governance includes monitoring and evaluating the company's culture and ethics[90]. - The Company has a clear anti-corruption policy to support anti-corruption laws and promote a culture of integrity internally[90]. - The Group has implemented a whistleblowing policy to allow employees and other contacts to raise concerns about possible irregularities anonymously[90]. - The Company has adopted the Model Code for Securities Transactions by Directors, confirming compliance with the required standards for the year[94]. Financial Performance and Analysis - The Group's revenue analysis for the year is detailed in the consolidated financial statements, indicating a focus on real estate agency services primarily in Henan and other provinces in China[87]. - The total audit services fee amounted to RMB 2,200,000, while non-audit services were RMB 144,000, leading to a total of RMB 2,344,000 for the year[54]. - As of December 31, 2022, the Group did not hold any significant investments, indicating a focus on core operations[112]. - The Group recorded an impairment loss of approximately RMB 9.0 million for loans during the Year, which the directors considered not significant[144]. - The Group had no significant borrowings during the Year[148]. Shareholder Communication and Meetings - The Company emphasizes maintaining good communication with shareholders to enhance transparency and understanding of its status and development[61]. - The Company holds annual general meetings to facilitate communication between directors and shareholders, ensuring transparency in operations[62]. - The Chairman of the Board will propose separate resolutions for each issue at the annual general meetings, with voting results posted on the Company and Stock Exchange websites[62]. - The Nomination Committee's chairman will attend the annual general meeting to address shareholder questions regarding Director nominations[10]. Related Party Transactions - The Group's related party transactions comply with Chapter 14A of the Listing Rules[198]. - The Group's auditor issued an unqualified opinion on the continuing connected transactions for the year[199]. - The Board ensures that transactions are conducted on terms that are fair and reasonable for shareholders[197]. - The Group's property management services are based on normal commercial terms after arm's length negotiations[195]. Significant Events and Future Outlook - No significant events affecting the Group occurred after the reporting period up to the date of the annual report[113]. - The company has no significant events subsequent to December 31, 2022, that would materially affect its operating and financial performance[177]. - The Company is proposing to amend its existing Articles of Association, with details provided in the circular for the 2023 AGM dated April 21, 2023[59].
中原建业(09982) - 2022 - 年度财报