Corporate Governance - The board of directors has established core values to guide employee conduct and business activities, emphasizing empathy towards stakeholders [4] - The company has maintained good corporate governance standards, which are crucial for protecting shareholder interests and enhancing company value [4] - The remuneration policy ensures that employee compensation is based on skills, knowledge, responsibilities, and participation in company affairs [27] - The nomination committee held two meetings during the year, reviewing the board's structure and recommending the reappointment of retiring directors [29] - Independent non-executive directors confirmed their independence in accordance with listing rules, ensuring compliance with governance standards [12] - The audit committee, compensation committee, and nomination committee are composed mainly of independent non-executive directors, ensuring independent oversight [26] - The board is responsible for approving and monitoring all policy matters, overall strategy, budget, and significant transactions [6] - The company encourages open and honest expression of opinions during board and committee meetings to foster transparency [21] - The board consists of six directors, including one female, reflecting a balanced and diverse composition suitable for the company's business needs [32] - The nomination committee reviews the board's diversity policy annually to ensure its effectiveness [33] - The board has not set measurable targets for diversity, believing the current composition is sufficiently diverse [32] Risk Management and Compliance - The company has established a whistleblowing policy to address potential misconduct related to its operations [59] - The audit committee held three meetings during the year ending December 31, 2023, to review the financial reporting system and risk management [43] - The company has implemented a risk management and internal control system, with annual self-assessments conducted by departments to ensure compliance [56] - The company is committed to maintaining effective risk management and internal control systems to achieve its strategic objectives [56] - The company has a policy for handling and disclosing insider information, ensuring confidentiality and proper communication protocols [57] - The group emphasizes compliance with environmental regulations and promotes green development and energy conservation [77] - The group has adhered to all relevant laws and regulations in the Cayman Islands and Hong Kong that significantly impact its operations and financial performance for the year ended December 31, 2023 [94] - The company has a robust anti-corruption policy in place, including training to foster a culture of integrity [59] Financial Performance and Shareholder Matters - As of December 31, 2023, the reserves available for distribution to shareholders amounted to approximately HKD 339,691,000, slightly up from HKD 339,083,000 in 2022 [99] - The group reported a charitable donation of HKD 2,031,000 for the year ended December 31, 2023, compared to HKD 1,542,000 in 2022 [100] - The board will review the dividend policy periodically and will declare dividends only when it is in the best interest of the group and its shareholders [85] - The company proposed a final dividend of HKD 0.096 per share for the year ending December 31, 2023, compared to HKD 0.033 in 2022, pending shareholder approval [114] - Shareholders holding at least 10% of the paid-up capital have the right to request a special general meeting [61] Business Operations - The group is engaged in the development, manufacturing, and sales of electronic charging products primarily through its subsidiaries in China [76] - The group operates as an investment holding company, focusing on consumer goods such as switch power supplies and industrial smart chargers and controllers [74] - The group has its headquarters in Hong Kong and primarily conducts its business operations in China [76] Share Incentive Plans - The maximum number of shares available for issuance under the Tian Pao Electronics (Huizhou) share incentive plan is capped at 10% of the total issued share capital, which amounts to RMB 24,746,341 [109] - The total number of shares available for grant under the Tian Pao Electronics (Huizhou) share incentive plan as of the report date is RMB 14,046,341, representing approximately 5.68% of the total issued share capital [109] - The Tian Pao Electronics (Huizhou) share incentive plan will remain effective for a period of 10 years starting from April 8, 2024 [111] - The company did not enter into any stock-linked agreements during the review year, aside from the stock option plan adopted on November 23, 2015 [127] - The board has proposed the adoption of a share incentive plan for its subsidiary, Tian Pao Electronics (Huizhou), which requires shareholder approval [133] - The reward shares granted under the Tian Pao Electronics (Huizhou) share incentive plan will be immediately vested upon grant, subject to a five-year lock-up period [142] - No shares were granted under the Tian Pao Electronics (Huizhou) share incentive plan during the year ending December 31, 2023, as the plan had not yet been adopted [143] Lease Agreements - The annual rental cap payable to Tianxiang under the lease agreement for 2023 is HKD 660,000 [155] - The actual transaction amount for the 2023 lease agreement with Jinhai is HKD 576,000 [157] - The actual transaction amount for the 2023 Xinyang lease agreement is RMB 3,600,000 (approximately HKD 3,907,077) [159] - The annual rental cap payable to Tianenergy under the first lease agreement for 2023 is RMB 5,880,000 (approximately HKD 6,374,847) [164] - The annual rental cap payable to Tianenergy under the second lease agreement for 2023 is RMB 2,388,000 (approximately HKD 2,608,066) [166] - The monthly rent for the Xinyang lease agreement is RMB 300,000 (approximately HKD 325,590) [159] - The monthly rent for the Tianenergy lease agreement is RMB 490,000 (approximately HKD 531,237) [160] - The monthly rent for the Tianxiang lease agreement is HKD 48,000 [157] - The lease term for the Tianenergy agreement is from January 1, 2023, to December 31, 2023 [164] - The lease term for the Tianxiang agreement is from January 1, 2024, to December 31, 2024 [170] - The actual transaction amount for the Tianxiang lease agreement for the year ended December 31, 2023, was HKD 660,000 [179] - The annual cap for rent payable to Jinhou under the Jinhou lease agreement for the year ended December 31, 2023, was HKD 576,000 [180] - The actual transaction amount for the first Tianenergy charging lease agreement for the year ended December 31, 2023, was approximately HKD 6,374,847 [190] - The actual transaction amount for the second Tianenergy charging lease agreement for the year ended December 31, 2023, was approximately HKD 2,608,066 [192] - The total actual rent paid to related parties of the Chairman under the 2023 lease agreements for the year ended December 31, 2023, was HKD 14,125,990 [195] - The total rent payable to Tianxiang for the year ending December 31, 2024, will not exceed HKD 600,000 [197] - The monthly rent for the first Tianenergy charging lease agreement is RMB 199,000, equivalent to approximately HKD 217,339 [189] - The monthly rent for the Jinhou lease agreement is HKD 44,000 [173] - The monthly rent for the property located at Hong Kong Kwun Tong is HKD 50,000 [194] - The lease agreements for 2024 were established to minimize relocation costs and avoid production disruptions [171]
天宝集团(01979) - 2023 - 年度财报