Financial Performance and Strategy - The company aims to maintain its market share in established regions while developing new emerging markets, with a focus on diversifying its product range to include high-value products like apple fructose and peach juice[3]. - Future financing strategies will include targeted placements, share issuance, convertible bonds, or bank loans to support sustainable development[4]. - The company has no reliance on major customers and did not identify significant related risks during the reporting period[158]. - The company will distribute dividends in cash, with a minimum of 10% of the distributable profits allocated for cash dividends each year[146]. - The company proposed a final dividend of approximately RMB 52,350,000 (tax included) or RMB 1.50 per ten shares for the fiscal year 2023[156]. - As of December 31, 2023, the company's distributable reserves amounted to RMB 638,241,153, an increase from RMB 625,085,526 in 2022[162]. Governance and Board Structure - The board of directors consists of nine members, including four executive directors and three independent non-executive directors[32]. - The roles of the chairman and the CEO are clearly distinguished to ensure a balanced distribution of power and authority[36]. - The company has no service contracts with directors or supervisors that cannot be terminated within one year without compensation[33]. - The board is responsible for the integrity of financial information and the effectiveness of internal control and risk management systems[35]. - All directors have entered into service contracts lasting three years, expiring at the conclusion of the annual general meeting in 2025[53]. - The company encourages directors and senior executives to participate in professional development courses related to corporate governance and compliance[38]. - The board regularly reviews its functions and the powers delegated to the CEO to ensure appropriateness[35]. - The company adheres strictly to its articles of association and relevant laws and regulations, including the listing rules of the Shanghai Stock Exchange and Hong Kong Stock Exchange[50]. - The board has not arranged for insurance coverage for potential legal actions against directors due to the low risk involved[51]. - The company has established governance policies and monitors the training and professional development of directors and senior management[52]. - The company’s board believes the current board structure provides a good balance of diverse skills and experience suitable for its business[139]. - The company’s articles of association were amended and became effective on May 25, 2023, reflecting necessary updates[147]. Risk Management and Internal Control - The company has established a risk management and internal control system that is deemed effective and sufficient by the board of directors[79]. - The internal control department conducts annual risk assessments and reports to the audit committee, ensuring that significant risks are identified and addressed[77]. - The company has adopted a code of conduct for securities trading, ensuring that all directors are reminded not to trade the company's securities before performance announcements[68]. - The internal audit department is responsible for independent audits of the internal control system, focusing on financial and operational audits, compliance with regulations, and production efficiency audits[79]. - The audit committee, composed entirely of independent non-executive directors, is responsible for reviewing financial reports and risk management[83]. - The internal control system is regularly reviewed by the audit committee to ensure its effectiveness in managing risks[95]. - The company has a structured process for identifying and managing significant business risks, including legal and reputational risks[129]. - The company has established a risk management strategy to identify and monitor its risk portfolio[81]. - The company’s risk management framework follows a "three lines of defense" model[99]. - The board confirms that it has systems in place to identify, manage, and report significant risks to achieve strategic objectives[98]. Operational Developments - The company acquired land use rights, buildings, and equipment for RMB 59,906,390.20 to expand production capacity in Xinjiang, enhancing its competitive position in Central Asia and the "Belt and Road" emerging markets[1]. - The group spent approximately RMB 114,001,399 on expanding production lines, constructing factories, and purchasing equipment during the reporting period[192]. - The company plans to invest RMB 62,600,000 in the construction of new production lines for concentrated peach juice and hawthorn juice to meet increasing customer demand[199]. - The company’s concentrated apple juice production line expansion will increase the output of high-acid products, optimizing capacity layout to meet diverse customer needs[198]. - The company’s investment in new projects aims to enhance profitability and market competitiveness, creating new profit growth points[199]. - The company has established long-term and stable partnerships with large beverage manufacturers, ensuring steady global market demand for concentrated apple juice[198]. - The company will change the use of RMB 63,000,000 from the original project to new projects, enhancing the certainty of investment returns[198]. Communication and Transparency - The company held 13 interviews and 2 video conferences with analysts and investors during the year, facilitating direct communication with senior management and operational staff[145]. - The company established an information disclosure review committee to ensure the accuracy, completeness, and timeliness of external disclosures[144]. - The company adheres to the disclosure responsibilities under the Hong Kong and Shanghai listing rules regarding inside information[97]. - The audit committee held four meetings in 2023 to review the financial reports and internal controls[108]. - The supervisory board held six meetings in 2023 to review the company's financial status and compliance with legal operations[70]. Employee and Diversity Initiatives - The company has adopted a board diversity policy and aims for measurable targets to enhance performance[120]. - Female employees account for 35% of the total workforce, while male employees account for 65%[120]. - The company has implemented a comprehensive onboarding process for newly appointed directors, covering business operations, policies, and regulatory responsibilities[57]. - The remuneration committee approved the annual compensation for directors and senior management during two meetings in 2023[112].
安德利果汁(02218) - 2023 - 年度业绩