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APPLICATION OF CORPORATE GOVERNANCE PRINCIPLES
The board (the "Board") of directors (the "Directors") of the Company is committed to enhancing the Group's corporate governance standards by improving corporate transparency through effective channels of information disclosure.
The Board believes that good corporate governance is beneficial for maintaining close and trustful relationships with its employees, business partners, shareholders and investors.
The Company has adopted and complied with the Code Provisions under the Corporate Governance Code (the "Code") contained in Appendix C1 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") throughout the Year, save for the following deviation:
Under Code Provision B.2.2 of the Code, every director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years. The annual general meeting of the Company had not been held during the Year due to delay in completion of the audit of the annual results of the Group for the year ended 31 December 2023. Therefore, no Directors have been subject to retirement and re-election by the shareholders of the Company ("Shareholders") at the annual general meeting. An annual general meeting of the Company will be arranged in due course, for the retirement and re-election of Directors.
Under Code Provision F.2.2 of the Code, the chairman of the Board should attend the annual general meeting, and invite the chairmen of the audit committee, remuneration committee, nomination committee and any other committees (as appropriate) to attend. The annual general meeting of the Company had not been held during the Year due to delay in completion of the audit of the annual results of the Group for the year ended 31 December 2023. An annual general meeting of the Company will be arranged in due course.
Save as disclosed above and in the section headed "Chairman and Chief Executive Officer" below, none of the Directors is aware of any information which would reasonably indicate that the Company has not met the requirements under the Code during the Year.
BOARD OF DIRECTORS
It is the duty of the Board to create value to the Shareholders, establish the Company's strategic direction, set the Company's objectives and plan in accordance therewith, and provide leadership and ensure availability of resources in the attainment of such objectives. The Board endeavours to manage the Company in a responsible and effective manner, and strive to ensure that each of the Directors carries out his or her duty in good faith and in compliance with the memorandum and articles of association of the Company (the "Articles of Association"), the applicable laws and regulations, and acts in the best interests of the Company and the Shareholders at all times.
The Board and management of the Company (the "Management") have clearly defined responsibilities under various internal control and checks-and-balances mechanism. The Board has delegated certain responsibilities to the Management, including implementation of decisions of the Board and organization and direction of the day-to-day operation and the Management in accordance with the management strategies and plans approved by the Board; preparation and monitoring of annual business plans and operating budget; and control, supervision and monitoring of capital, technical and human resources. The Board will review these arrangements on a periodic basis to ensure that they remain appropriate to the needs of the Group.
BOARD COMPOSITION
The Board currently comprises nine Directors, three of whom are executive Directors, three of whom are non-executive Directors and three of whom are independent non-executive Directors ("INEDs"). The composition of the Board is set out as follows:
Executive Directors
Mr. CHEN Jiajun
Mr. MA Fei
Ms. LIU Juan
(appointed on 2 August 2024)
Non-Executive Directors
Mr. LIANG Rui
Mr. NG Wai Hung
Mr. XU Yibo
Independent Non-Executive Directors
Mr. GUO Jinghui
Ms. WANG Guan
Mr. CHIU Sin Nang Kenny
(resigned on 8 January 2024)
Mr. CHEUK Ho Kan
(appointed on 8 January 2024)
The biographies of the Directors are set out in the "Directors and Senior Management" on pages 31 to 34 of this report.
Mr. CHEUK Ho Kan, who was appointed as an independent non-executive Director on 8 January 2024, obtained the legal advice referred to in Rule 3.09D of the Listing Rules on 8 January 2024. Ms. LIU Juan, who was appointed as an executive Director on 2 August 2024, received the legal advice referred to in Rule 3.09D of the Listing Rules on 2 August 2024. Mr. CHEUK Ho Kan and Ms. LIU Juan confirmed their understanding of their obligations as directors of a listed issuer.
To the best knowledge of the Company, none of the Directors has any relationship (including financial, business, family or other material or relevant relationship) with any other Director or chief executive.
The Company has arranged for appropriate liability insurance to indemnify the Directors for their liabilities arising out of corporate affairs. The insurance coverage is reviewed annually.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Under Code Provision C.2.1 of the Code, the roles of chairman and chief executive officer should be separated and should not be performed by the same individual. The division of responsibilities between the chairman and chief executive officer should be clearly established and set out in writing. Currently, Mr. Chen Jiajun is the chairman of the Board and the chief executive officer of the Company. The Board considers that this structure will not impair the balance of power and authority between the Board and the Management and believes that this structure enables the Group to make and implement decision promptly and efficiently.
NON-EXECUTIVE DIRECTORS
The non-executive Directors provide various expertise and experiences and maintain balance of interest to safeguard the interests of the Group and the Shareholders. They participate in Board meetings and committee meetings and make independent judgements on issues related to the Group's strategies, performance, interest conflicts and management process so as to ensure the interests of all Shareholders are properly considered. Currently, the non-executive Directors are appointed for a period of three years.
INDEPENDENT NON-EXECUTIVE DIRECTORS
The INEDs have the same duties of care, skill and fiduciary duties as the executive Directors. They are expressly identified as such in all corporate communications that disclose the names of the Directors. The INEDs have expertise in respective areas of accounting, business management and possess in-depth industry knowledge. With their professional knowledge and experience, the INEDs have advised the Company on its operation and management; participated in the meetings of the audit committee of the Company (the "Audit Committee"), the meetings of the remuneration committee of the Company (the "Remuneration Committee") and the meetings of the nomination committee of the Company (the "Nomination Committee"). The INEDs have contributed to provide checks and balances to protect the interests of the Company and the Shareholders as a whole, and to promote the development of the Company.
The Company has received an annual confirmation of independence from each of the INEDs pursuant to Rule 3.13 of the Listing Rules and on this basis, considers that all INEDs are independent as at the date of this report.
Currently, each of the INEDs is appointed for a period of three years subject to renewal and retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.
BOARD OPERATION
During the Year, four Board meetings were held. The annual general meeting of the Company had not been held during the Year due to delay in completion of the audit of the annual results of the Group for the year ended 31 December 2023.
Attendance of individual Directors at the Board meetings in 2024 is as follows:
| Name of directors | Board Meetings |
| Executive Directors | |
| Mr. CHEN Jiajun | 4/4 |
| Mr. MA Fei | 4/4 |
| Ms. LIU Juan (appointed on 2 August 2024) | 1/1 |
| Non-executive Directors | |
| Mr. LIANG Rui | 4/4 |
| Mr. NG Wai Hung | 4/4 |
| Mr. XU Yibo | 4/4 |
| Independent Non-executive Directors | |
| Mr. GUO Jinghui | 4/4 |
| Mr. CHIU Sin Nang Kenny (resigned on 8 January 2024) | 1/1 |
| Ms. WANG Guan | 4/4 |
| Mr. CHEUK Ho Kan (appointed on 8 January 2024) | 3/3 |
During the Year, pursuant to Code Provision C.2.7 of the Code, the chairman held one meeting with the INEDs without the presence of other Directors.
CORPORATE GOVERNANCE FUNCTIONS
The Board also assumes the corporate governance functions and is responsible for: developing and reviewing the Company's policies and practices on corporate governance; reviewing and monitoring training and continuous professional development of Directors and senior management; reviewing and monitoring the Company's policies and practices on compliance with legal and regulatory requirements; developing, reviewing and monitoring the Company's code of conduct; and reviewing the Company's compliance with the Code and disclosure in this Corporate Governance Report. Besides, the Company has set up three committees including the Nomination Committee, the Remuneration Committee and the Audit Committee. Each committee has its specific terms of reference with reference to the Code.
REMUNERATION COMMITTEE
The written terms of reference of the Remuneration Committee are in compliance with the Code. The primary duties of the Remuneration Committee include (without limitation):
| (a) | to make recommendations to the Board on policies and structure for remuneration of Directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration; and |
| (b) | to determine with delegated responsibility, the remuneration packages for executive Directors and senior management, and to make recommendations to the Board on the remuneration of non-executive Directors. |
During the Year, the Remuneration Committee is made up of all of the INEDs, namely, Mr. CHEUK Ho Kan (Chairperson) (appointed on 8 January 2024), Mr. CHIU Sin Nang Kenny (former Chairperson) (resigned on 8 January 2024), Mr. GUO Jinghui and Ms. WANG Guan.
During the Year, the Remuneration Committee assessed the performance and remuneration of Directors and senior management, approved the terms of Directors' service contracts, reviewed the share option scheme and reviewed the remuneration policy and structure of the Company. The Remuneration Committee had two meetings during the Year which were attended by all the members of the Remuneration Committee, to review the remuneration packages of Directors and senior management of the Group. The attendance record of each member of the Remuneration Committee is set out below:
| Name | Number of meetings attended |
| Mr. CHEUK Ho Kan (Chairperson) (appointed on 8 January 2024) | 1/1 |
| Mr. CHIU Sin Nang Kenny (former Chairperson) (resigned on 8 January 2024) | 1/1 |
| Mr. GUO Jinghui | 2/2 |
| Ms. WANG Guan | 2/2 |
No Director took part in any discussion about his or her own remuneration.
Pursuant to Code Provision E.1.5 of the Code, the remuneration of the members of the senior management by band for the Year is set out below:
| Remuneration bands (HK$) | Number of persons |
| 1 to 1,000,000 | 3 |
| 1,000,001 to 2,000,000 | 2 |
| Total | 5 |
AUDIT COMMITTEE
The major responsibility of the Audit Committee is to conduct independent and objective audit of the truth and accuracy of the Group's economic operation and financial activities, financial policies, financial procedures, risk management, internal control, external audit, internal audit, financial information reporting and financial data and assist the Board in discharging its relevant duties.
During the Year, the Audit Committee, comprising all of the INEDs, namely, Mr. CHEUK Ho Kan (Chairperson) (appointed on 8 January 2024), Mr. CHIU Sin Nang Kenny (former Chairperson) (resigned on 8 January 2024), Mr. GUO Jinghui and Ms. WANG Guan has reviewed the accounting principles and practices adopted by the Company and has discussed risk management, the auditing, internal control systems and financial reporting matters.
During the Year, the Audit Committee held three meetings. The attendance record of each member of the Audit Committee is set out below:
| Name | Number of meetings attended |
| Mr. CHEUK Ho Kan (Chairperson) (appointed on 8 January 2024) | - |
| Mr. CHIU Sin Nang Kenny (former Chairperson) (resigned on 8 January 2024) | 3/3 |
| Mr. GUO Jinghui | 3/3 |
| Ms. WANG Guan | 3/3 |
The Audit Committee has carefully reviewed and discussed the Company's half-yearly and annual results for the Year and system of internal control and has made recommendations for improvement. The Audit Committee has carried out and discharged its duties set out in Code.
NOMINATION COMMITTEE
The principal duties of the Nomination Committee include reviewing the Board composition, developing and formulating relevant procedures for nomination and appointment of Directors and senior management, making recommendations to the Board on the appointment and succession planning of Directors and senior management, and assessment of the independence of the INEDs.
During the Year, the Nomination Committee comprises one executive Director and two INEDs, namely Mr. CHEN Jiajun (Chairperson), Mr. CHIU Sin Nang Kenny (resigned on 8 January 2024), Mr. CHEUK Ho Kan (appointed on 8 January 2024) and Ms. WANG Guan as members.
The Nomination Committee carries out the process of selecting and recommending candidates for directorship and senior management by making reference to the skills, experience, professional knowledge, personal integrity and regulations. An external recruitment agency may be engaged to carry out the recruitment and selection process when necessary. The Nomination Committee held two meetings during the Year. The attendance record of the Nomination Committee meeting is set out below:
| Name | Number of meetings attended |
| Mr. CHEN Jiajun (Chairperson) | 2/2 |
| Mr. CHEUK Ho Kan (appointed on 8 January 2024) | 1/1 |
| Mr. CHIU Sin Nang Kenny (resigned on 8 January 2024) | 1/1 |
| Ms. WANG Guan | 2/2 |
The Nomination Committee recommended the re-appointment of the Directors standing for re-election at the next forthcoming annual general meeting of the Company.
PROVISION OF INFORMATION TO DIRECTORS
To assist the Directors in the discharge of their respective duties, the Company will provide every Director with a comprehensive induction program on the first occasion of his or her appointment, in which the Director will be provided with information on the Company's organisation and business, including the membership, duties and responsibilities of the Board, the various Board committees and the Management; corporate governance practices and procedures; and the latest financial information of the Company. Such information shall be supplemented with visits to the Company's key plant sites and meetings with key members of the Management.
Throughout their tenure, the Directors will be provided with updates on the business of the Company, latest developments of the Listing Rules and other applicable legal and regulatory requirements, corporate social responsibility matters and other changes affecting the Company from time to time.
MECHANISMS TO ENSURE INDEPENDENT VIEWS
The Company ensures independent views and input are available to the Board via the below mechanisms:
| (1) | The Board composition and the independence of the INEDs should be reviewed by the Nomination Committee on an annual basis, in particular the portion of the INEDs and the independence of the independent non-executive director who has served for more than nine years; |
| (2) | A written confirmation was received by the Company under Rule 3.13 of the Listing Rules from each of the INEDs in relation to his or her independence to the Company. The Company considers all its INEDs to be independent; |
| (3) | In view of good corporate governance practices and to avoid conflict of interests, the Directors who are also directors and/or senior management of the Company's controlling shareholders and/or certain subsidiaries of the controlling shareholders, would abstain from voting in the relevant Board resolutions in relation to the transactions with the controlling shareholders and/or its associates; |
| (4) | The chairman of the Board shall meet with the INEDs at least once annually without the presence of other Directors; and |
| (5) | All members of the Board can seek independent professional advice when necessary to perform their responsibilities in accordance with the Company's policy. |
The Board reviews the mechanisms for ensuring independent views and input are available to the Board on an annual basis, whether in terms of proportion, recruitment and independence of the INEDs, and their contribution and access to external independent professional advice.
CONTINUOUS PROFESSIONAL DEVELOPMENT
All Directors are encouraged to participate in continuous professional development to develop and refresh their knowledge and skills. The Company has arranged in-house trainings for Directors in the form of seminar and provision of training materials. A summary of training received by Directors during the Year according to the records provided by the Directors is as follows:
Name of directors |
Training on corporate governance, Directors' responsibilities and other relevant topics |
| Executive Directors | |
| Mr. CHEN Jiajun | ✓ |
| Mr. MA Fei | ✓ |
| Ms. LIU Juan (appointed on 2 August 2024) | ✓ |
| Non-executive Directors | |
| Mr. LIANG Rui | ✓ |
| Mr. NG Wai Hung | ✓ |
| Mr. XU Yibo | ✓ |
| Independent Non-executive Directors | |
| Mr. GUO Jinghui | ✓ |
| Ms. WANG Guan | ✓ |
| Mr. CHIU Sin Nang Kenny (resigned on 8 January 2024) | - |
| Mr. CHEUK Ho Kan (appointed on 8 January 2024) | ✓ |
SECURITIES TRANSACTIONS BY DIRECTORS
The Company has adopted a code of conduct for securities transactions and dealings (the "Code of Conduct") based on the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules (the "Model Code"). The terms of the Code of Conduct are no less exacting than the standards in the Model Code, and the Code of Conduct applies to all relevant persons as defined in the Model Code, including all the Directors, all other employees of the Company, and director and employees of a subsidiary or holding company of the Company who, because of such office or employment, are likely to be in possession of unpublished price sensitive information in relation to the Company or its securities. Specific enquiry has been made of all the Directors who have confirmed in writing their compliance with the required standards set out in the Model Code and the Code of Conduct during the Year.
To supplement the Model Code, the Company has also put in place a disclosure of information policy for the handling and disclosure of inside information. The policy sets out the procedures and internal controls for the handling and dissemination of inside information in a timely manner and provides the Directors, senior management and relevant employees a general guide in monitoring information disclosure and responding to enquiries. Further, control procedures have been implemented to ensure that the unauthorized access and use of inside information is strictly prohibited.
CORPORATE ACCOUNTABILITY AND INTERNAL CONTROL
The Board is responsible for the Group's risk management and internal control system and has the responsibility for reviewing its effectiveness. Such system is designed to manage rather than eliminate the foreign exchange exposure of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss. The Directors are responsible for the preparation of the financial statements of the Group. In the preparation of financial statements, HKFRSs have been adopted and the appropriate accounting policies have been consistently used and applied. The Board aims to present a clear and balanced assessment of the Group's performance in the annual and interim reports to the Shareholders, and make appropriate disclosure and announcements in a timely manner. Pursuant to Code Provision D.1.1 of the Code, Management would provide sufficient explanation and information to the Board to enable the Board to make an informed assessment of the financial and other information put before the Board for approval.
Procedures have been designed for safeguarding assets against unauthorised use or disposition, the maintenance of proper accounting records for the provision of reliable financial information for internal use or for publications and the compliance of applicable laws, rules and regulations.
The Directors conducted an annual review of the overall effectiveness of the internal control system of the Group for the Year. A risk control department has been established to perform regular reviews and conduct audit of the Company and its subsidiaries and reported to the Board on any material issues and make recommendations to the Board. The work carried out by the risk control department will ensure the internal controls are in place and functioning properly as intended.
An external professional adviser was engaged by the Company to conduct an independent internal control review for the Year and to assist the management to improve the internal control system of the Group.
The Board also reviews, at least annually, the adequacy of resources, staff qualifications and experience of the Group's accounting and financial reporting function, internal audit function, risk management functions, ESG performance and reporting, and their training programmes and budget. The Board has also received a confirmation from the Management on the effectiveness of the Company's risk management and internal control systems.
Overall, the Board and the Audit Committee consider that the risk management and internal control systems of the Group are effective and adequate, save for the deficiencies disclosed in the announcement of the Company dated 11 February 2025. As disclosed in the aforementioned announcement, the Board is of the view that (a) the internal control deficiencies identified have been fully addressed with appropriate rectification recommendations, (b) the remedial measures implemented by the Company are adequate and sufficient and (c) the Company has in place adequate and reliable governance, internal control and financial reporting systems and procedures to fulfill its obligations under the Listing Rules.
The Board will continue to monitor the effectiveness of the Company's internal control systems and procedures so as to meet its obligations under the Listing Rules and ensure reasonable and adequate internal control policies and procedures are in place and commensurate with its business operations.
PROCEDURES FOR IDENTIFYING, ASSESSING AND MANAGING MATERIAL RISKS
The Company has set up procedures to identify, assess and manage material risks based on assessment basis, assessment dimension, risk rating and dispersion.
Firstly, the Company grades risks from aspects of assessment basis, assessment dimension, risk rating and dispersion:
In respect of assessment basis: risks will be graded by reference to the risks currently controlled by the Company (without taking into account the risks that may be controlled by the Company in the future).
In respect of assessment dimension: each risk will be graded according to the possibility of their occurrence and their impacts. The possibility represents the probability that a risk may occur, the impact represents the economic, operating, reputation and other losses that the risk may incur, and both adopt five-mark systems. Value at risk = probability × impacts, and as a result, value at risk ranges from 1-25 and the higher the value at risk, the greater the risks.
In respect of risk rating: risks are classified into three levels, namely high, medium and low in accordance with risk assessment standard based on the value at risk calculated.
Through identifying and assessing risks, the risks faced by the Company are categorized into 5 primary risks including strategic risk, financial risk, operational risk, legal risk and environmental, social, and governance risk and several secondary risks.
Secondly, the Company calculates the final assessment results of each risk after considering the grade of each assessment, pursuant to which the material risks faced by the Company during the Year are assessed.
DIRECTORS' RESPONSIBILITIES FOR FINANCIAL REPORTING IN RESPECT OF FINANCIAL STATEMENTS
The Directors have acknowledged their responsibilities for preparing the financial statements of the Company for the Year. The Directors' responsibilities for preparing the financial statements of the Company for the Year are set out in the Report of the Directors on page 50 of this report.
BOARD DIVERSITY POLICY
The Board has adopted a Board Diversity Policy in relation to the nomination and appointment of new Directors, which sets out: the selection of board candidates shall be based on a range of diversity perspectives with reference to the Company's business model and specific needs, including but not limited to gender, age, race, language, cultural background, educational background, industry experience and professional experience.
Pursuant to Rule 13.92 of the Listing Rules, the Stock Exchange will not consider diversity to be achieved for a single gender board. As a transitional arrangement, issuers with a single gender board will have to appoint at least a director of a different gender on the board no later than 31 December 2024.
The above measurements were also reviewed annually by the Board when the Nomination Committee reviewed the composition of the Board. After assessing the suitability of the Directors' gender, skills and experience to the Company's business, the Nomination Committee confirmed that the existing Board was appropriately structured. As at 31 December 2024, the Board had seven male Directors and two female Directors. The gender diversity of Board was achieved.
In order to achieve gender diversity among employees, the Group has formulated a human resources policy to encourage recruitment without considering the gender, nationality, race, religious belief and cultural background of employees, and to select the best candidates based on objective factors such as their skills and qualifications in a fair and open competition.
As at 31 December 2024, the Group had 135 male employees (including senior management), accounting for approximately 61.9% of the total number of employees (including senior management), and 83 female employees (including senior management), accounting for approximately 38.1% of the total number of employees (including senior management). Currently, the gender diversity of employees was achieved.
COMPANY SECRETARY
All Directors have access to the advice and services of the company secretary. The company secretary reports to the Board, and is responsible for ensuring that Board procedures are followed and for facilitating information flows and communications among Directors as well as with Shareholders and the Management.
Mr. Ma Fei, who possesses the qualifications and experience of company secretary as required under Rule 3.28 of the Listing Rules, acts as the sole company secretary of the Company. He has complied with the 15 hours training requirements under Rule 3.29 of the Listing Rules.
EXTERNAL AUDITORS
Given Ernst & Young ("EY") was unable to estimate an audit timetable for the completion of audit of the Company's financial statements for the year ended 31 December 2023 and the additional fees incurred due to significant outstanding matters, the Board considered that it would be appropriate to recommend EY to resign as the auditor of the Company. Upon the recommendation of the Company, EY has resigned as the auditor of the Company with effect from 28 March 2024.
With the recommendation from the Audit Committee, Zhonghui Anda CPA Limited ("Zhonghui Anda") was appointed as the new external auditor of the Company with effect from 16 April 2024 to fill the casual vacancy following the resignation of EY and to hold office until the conclusion of the next annual general meeting of the Company.
During the Year, HK$2.30 million and HK$0.33 million (2023: HK$2.42 million and HK$Nil million) was incurred as remuneration to Zhonghui Anda for the provision of audit services and non-audit services to the Group. The responsibilities of the external auditor with respect to financial reporting are set out in the section headed "Independent Auditor's Report" on page 55 of this report.
EFFECTIVE COMMUNICATION WITH SHAREHOLDERS AND SHAREHOLDERS' RIGHTS
The Company recognizes the importance of effective communication with all Shareholders and investors. The Company's annual general meeting is a valuable forum for the Board to communicate directly with the Shareholders. The Company provides information relating to the Company and its business in its annual and interim reports and also disseminates such information electronically through its website www.coolpad.com.hk and the website of the Stock Exchange. All Shareholders are given a minimum of 21 days' notice of the date and venue of such annual general meeting. The Company supports the Code's principle to encourage Shareholders' participation and has reviewed its shareholders communication policy regularly to promote and ensure effective communication between the Company and Shareholders. The policy sets out various communication channels for the Shareholders to communicate their views on various matters affecting the Company, as well as steps taken to solicit and understand the views of the Shareholders.
Pursuant to Article 58 of the Articles of Association, any one or more Shareholders holding at the date of deposit of the requisition not less than one tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the company secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business or resolution specified in such requisition, and such meeting shall be held within two months after the deposit of such requisition. If within 21 days of such deposit the Board fails to proceed to convene such meeting, the requisitionist(s) himself/herself (themselves) may convene a physical meeting at only one location which will be the Principal Meeting Place, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.
The Group values feedback from the Shareholders on its effort to promote transparency and foster investor relationships. Comments and suggestions are always welcomed. To promote effective communication, specific enquiries and suggestions by Shareholders can be sent in writing to the Board or the company secretary at the Company's registered address or by e-mail to the Company's email address at ir@coolpad.com. Shareholders may put forward proposals to be discussed at general meetings. Shareholders who wish to do so shall send a written requisition to the Board or company secretary of the Company by post to the principal place of business of the Company in Hong Kong at Room 1506, 15/F., Wing On Centre, 111 Connaught Road Central, Hong Kong.
Having reviewed the implementation and effectiveness of the shareholders communication policy, including the multiple communication channels for Shareholders in place, the Company considers that the shareholders communication policy has been properly implemented and effective.
The Company is committed to maintaining a stable and sustainable dividend policy. The dividend policy is based on the principle of balancing Shareholders' expectations and maintaining the Company's sustainable development, with consideration of various factors, such as the current business position, future operations and income, and the financial position of the Company, current and future macroeconomic environment and development, capital needs and capital reserves, future major investment or acquisition plans, external financing environment, adjustment to relevant tax rates, adjustments to industry policies, all relevant legal and regulatory restrictions, continuity of past dividend policies and other factors as considered relevant by the Board. The Board will review and monitor the implementation of said policy from time to time to ensure its effectiveness and application.
AUTI-CORRUPTION POLICY
In line with the attitude of being responsible to Shareholders, investors and employees, the Company attaches great importance to anti-corruption and governance. The Company has a risk control department to conduct regular compliance reviews on its business and management.
The Company adopts a zero-tolerance principle in the fight against corruption and related non-compliances. Upholding business ethics, it formulated the "Employee Manual" and other relevant rules, which are revised, explained and reviewed annually by the Risk Control Department, and relevant training is arranged.
During the Year, the Company was not involved in any corruption litigation against the Company or its staff.
WHISTLEBLOWING POLICY
The Company is committed to maintaining high standards of integrity and ethical business practices and understands that a system of controls and balances requires a channel for employees, business partners, suppliers and other third parties to raise their concerns to senior management and the whistleblowing policy is therefore established. Whistleblowers and reported parties include employees at all levels and other stakeholders, including suppliers, who may be affected by employees' misconduct behaviors. Whistleblowers can report misconduct, malpractice, and violations directly to the Company via email, mail and phone. The Company guarantees that whistleblowers will not be retaliated against and that the name of the whistleblower will be kept strictly confidential. The Company's whistleblowing policy sets out clear review and processing procedures, recording requirements and corresponding follow-up actions for all reported cases. If a reported case is substantiated and is considered serious, it will be reported to the Audit Committee and, if there is reasonable suspicion that the reported case involves a criminal offense, it will be reported to the local law enforcement agency. If the reported case can avoid significant financial loss to the Company, the whistleblower will be rewarded.
CONSTITUTIONAL DOCUMENTS
During the Year, the Company has not made any changes to its Memorandum and Articles of Association. An updated version of the Company's Memorandum and Articles of Association is available on the websites of the Company and the Stock Exchange.
updated as per Annual Report 2024
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