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1、(incorporated in the Cayman Islands with limited liability)(Stock Code:2369)COOLPAD GROUP LIMITED酷 派 集 團 有 限 公 司2 0 2 3ANNUA L RE PO R TCORPORATE PROFILECoolpad Group Limited(the“Company”)was incorporated in the Cayman Islands as an exempted company with limited liability on 11 June 2002.The shares
2、of the Company(the“Shares”)were listed on The Stock Exchange of Hong Kong Limited(the“Stock Exchange”)on 9 December 2004(Stock Code:2369).The Company and its subsidiaries(collectively,the“Group”)are committed to be a leading smartphone developer and manufacturer in the Peoples Republic of China(“PRC
3、”).In the last decade,capitalizing on the development of wireless telecommunications technological know-how in wireless telecommunications across multiple wireless telecommunications network standards including TD-LTE,FDD-LTE,TD-SCDMA,CDMA-EVDO,WCDMA,GSM,and CDMA1X networks,the Group has developed a
4、 large number of proprietary technologies and patents in mobile operating systems,radio frequency,protocols and wireless data decomposed transmission technology,etc,and is one of the standard-setters in the communications industry.The Group never stops enhancing its research and development(“R&D”)ab
5、ility and is striving to be an important participant and a leader in the latest field of 5G and Artificial Intelligence.In addition,the Group is engaged in the leases of properties.Starting from the second half of 2023,the Group has actively pursued opportunities in Web 3.0 digital currency business
6、.Contribute in advancing technological innovations,as well as to strive along those with endeavours is the vision and mission of the Group.Relying on strong independent research and development strength and innovative market layout,the Group will lead the industry innovation in the digital era and p
7、rovide consumers with continuously upgraded products and ecological services.CONTENTSCorporate Information2Financial Highlights3Chairman of the Boards Statement4Management Discussion and Analysis6Corporate Governance Report17Directors and Senior Management30Report of the Directors34Independent Audit
8、ors Report50Financial Statements54Notes to Financial Statements64COOLPAD GROUP LIMITED Annual Report 20232CORPORATE INFORMATIONAuditorZhonghui Anda CPA Limited(“Zhonghui Anda”)Certified Public AccountantsRegistered Public Interest Entity Auditor23/F,Tower 2Enterprise Square Five38 Wang Chiu RoadKowl
9、oon Bay,KowloonHong KongLegal Advisers to the Company as to Hong Kong LawBaker&McKenzie 14th FloorOne Taikoo Place 979 Kings Road Quarry BayHong KongLegal Advisers to the Company as to Cayman Islands LawConyers Dill&Pearman 2901 One Exchange Square 8 Connaught PlaceCentral Hong KongPrincipal Share R
10、egistrar and Transfer OfficeSuntera(Cayman)Limited Suite 3204,Unit 2A,Block 3Building D,P.O.Box 1586,Gardenia Court Camana Bay,Grand Cayman,KY1-1100 Cayman IslandsHong Kong Branch Share Registrar and Transfer OfficeComputershare Hong Kong Investor Services Limited Shops 17121617th Floor Hopewell Cen
11、tre183 Queens Road East Hong KongPrincipal BankersCMB Wing Lung Bank LimitedBank of China LimitedChina Construction Bank CorporationCompany W.hkStock Code2369Registered OfficeCricket Square Hutchins DriveP.O.Box 2681 Grand Cayman KY1-1111 Cayman IslandsHead Office and Principal Place of Business in
12、the PRCCoolpad Information Harbor No.8 of Gaoxin North 1st RoadHi-Tech Industry Park(Northern)Nanshan DistrictShenzhenPrincipal Place of Business in Hong KongRoom 1506,15/F.,Wing On Centre111 Connaught Road CentralHong KongCompany SecretaryMr.MA FeiMr.TSANG Hing Bun(resigned on 29 October 2023)Audit
13、 Committee and Remuneration CommitteeMr.CHEUK Ho Kan(Chairperson)(appointed on 8 January 2024)Mr.CHIU Sin Nang Kenny(former Chairperson)(resigned on 8 January 2024)Ms.WANG Guan(appointed on 11 October 2023)Mr.NGAI Tsz Hin Michael(resigned on 11 October 2023)Mr.GUO JinghuiNomination CommitteeMr.CHEN
14、Jiajun(Chairperson)(appointed on 11 October 2023)Mr.NGAI Tsz Hin Michael(former Chairperson)(resigned on 11 October 2023)Mr.CHEUK Ho Kan(appointed on 8 January 2024)Mr.CHIU Sin Nang Kenny(resigned on 8 January 2024)Ms.WANG Guan(appointed on 11 October 2023)Authorised RepresentativesMr.MA FeiMr.CHEN
15、JiajunContact Information for Investor RelationsTel:+86 755 8626 0086Email: Annual Report 2023 COOLPAD GROUP LIMITED3FINANCIAL HIGHLIGHTSThe financial data below are extracted from the Groups audited financial statements prepared in accordance with Hong Kong Financial Reporting Standards(“HKFRSs”).R
16、esultsYear ended 31 December(HK$000)20232022202120202019(restated)Revenue307,363299,208665,380811,7571,858,090(Loss)/profit before tax(234,015)(629,430)(556,009)(299,063)118,111Income tax credit13,0233,782(16,367)(45,965)(3,299)Loss for the year*(220,992)(625,648)(572,376)(393,828)112,094)*Included
17、discontinued operation results,if anyFinancial PositionAs at 31 December(HK$000)20232022202120202019 Non-current assets3,992,4603,816,9293,762,1723,233,6961,720,375Current assets443,493456,2581,362,8381,087,8201,639,603Non-current liabilities790,458377,148418,948383,479328,057Current liabilities1,55
18、3,8211,659,5622,161,9502,619,1842,323,697Net assets2,091,6742,236,4772,544,1121,318,853708,224 COOLPAD GROUP LIMITED Annual Report 2023 4CHAIRMAN OF THE BOARDS STATEMENTCHEN JIAJUNChairman of the BoardAccording to the data from the International Data Corporation,global smartphone shipments reached 1
19、.17 billion units in 2023,representing a year-on-year decrease of 3.2%,marking the lowest annual shipment in a decade.However,the decline slowed to only 1%in the third quarter,and the market saw an 8%growth in the fourth quarter,indicating signs of recovery.The Groups sales also recovered month by m
20、onth with the introduction of new products in the fourth quarter.To adapt to the market,the Group adopted a multi-dimensional,integrated,and composite channel structure strategy in 2023.It established a comprehensive marketing network through partnerships with operators,e-commerce platforms,and offl
21、ine social and industrial channels,achieving seamless online and offline coverage.The Group also deepened its cooperation with China Mobile and China Telecom,targeting the 5G entry-level market and elderly-friendly mobile phones.Products such as the“Daguan”series,“Fengshang”series,and“Cool”series we
22、re introduced for different sales channels,enhancing market share.In overseas markets,the Group restarted its channel development,focusing on high-growth markets in Southeast Asia,Eastern Europe,the Middle East,and Latin America,with products covering mid-to-low price segments.By the end of 2023,the
23、 Group had expanded into dozens of countries.The Group,having over 10,000 patents in telecommunications and over 100 related to 5G,embraced artificial intelligence(“AI”)in 2023.It developed AI voice assistants and large language models,integrating them into the COOLOS operating system.The Group also
24、 contributed to the development of the Enhanced Read-Only File System(“EROFS”),which helped COOLOS save system space,improve app startup speed,and maintain performance over time.Additionally,COOLOS 3.0 improved camera functions,enhancing photo quality,and optimized security,emotional design,efficien
25、t interaction,and stability.Annual Report 2023 COOLPAD GROUP LIMITED5CHAIRMAN OF THE BOARDS STATEMENTAs of 31 December 2023,the Group owned properties including the Coolpad Information Harbor in Shenzhen and the Coolpad Technology Ecological Park*(酷派科技生態園)in Dongguan Songshan Lake.The Coolpad Inform
26、ation Harbor Phases II and III are under stable construction,with roof-topping works of the main structure expected to be conducted in 2024 and completed in 2025.Currently,rental income is generated from Phase I of the Coolpad Information Harbor in Shenzhen and the Phase I and II factory plants at t
27、he Coolpad Technology Ecological Park*(酷派科技生態園)in Dongguan.The Dongguan Plant Phase III Project has passed completion acceptance and as of January 2024,received planning acceptance and obtained the real estate ownership certificate.Since the second half of 2023,the Group has actively pursued busines
28、s opportunities in Web 3.0 with smartphones and mobile internet in overseas markets,so as to enter the digital currency sector.In 2023,the Group commenced digital currency investment business,primarily through Bitcoin mining,with computing equipment server rooms hosted in North America.As of 31 Dece
29、mber 2023,the Group had an effective computing power of 175,562 TH/S,and had accumulated approximately 31 BTC.In 2024,the Group will focus on advancing the R&D of COOLOS,deepening AI integration,optimizing large language models,enhancing AI voice assistants,and accelerating commercialization.The Gro
30、up will also promote domestically produced hardware platforms for 5G mobile phones and further integrate with the HarmonyOS platform,contributing to the maturity of the domestic supply chain.Domestically,the Group will expand its product line around AI+5G,emphasizing elderly-friendly solutions due t
31、o Chinas aging population.The Group aims to develop 5G non-smartphones with retro appearances and simple operations,integrating lifestyle enhancements and AI voice assistants to meet the needs of elderly users.In overseas markets,the Group will continue product iterations,expand its product line,and
32、 seek breakthroughs in key regional markets.It will explore cross-border e-commerce and enhance online and offline channels to improve profitability.For real estate property leasing,the Group will advance construction of the Shenzhen Coolpad Information Harbor Phases II and III and the Dongguan Song
33、shan Lake Project,while optimizing existing properties to stabilize leasing income.Regarding digital currencies,the Group will expand investments,particularly in Bitcoin,evaluating global regions based on energy,policy,and legal environments.With the smartphone market showing recovery in the fourth
34、quarter of 2023,the Group aims to leverage this momentum for continued channel development and product innovation,targeting profitability in 2024.Chen JiajunChairman of the Board Hong Kong,11 February 2025*For identification purposes onlyCOOLPAD GROUP LIMITED Annual Report 2023 6MANAGEMENT DISCUSSIO
35、N AND ANALYSISThe financial data below are extracted from the Groups financial statements prepared under HKFRSs.The following discussion and analysis should be read in conjunction with the Groups audited financial statements.Year ended 31 DecemberHK$million20232022Variance(%)(Restated)REVENUESale of
36、 mobile phones and related accessories181.32180.730.33Wireless application service income27.1126.900.77 Revenue from cryptocurrencies business8.54N/A Rental income from investment properties operating leases90.3991.58-1.29Total revenue307.36299.212.73Cost of sales(199.95)(351.98)-43.19 Gross profit/
37、(loss)107.42(52.77)303.54Other income and gains95.8575.7826.48Selling and distribution expenses(35.70)(71.18)-49.85Administrative and other operating expenses273.23480.03-43.08Finance costs(8.00)(16.97)-52.84Share of losses of associates and a joint venture(120.35)(84.25)42.85 LOSS BEFORE TAX(234.02
38、)(629.43)-62.82Income tax credit13.023.78244.34 LOSS FOR THE YEAR(220.99)(625.65)-64.68 Annual Report 2023 COOLPAD GROUP LIMITED7MANAGEMENT DISCUSSION AND ANALYSISRevenue Analysis by Product SegmentsA comparative breakdown of the consolidated revenue streams attributable to the various product segme
39、nts are set forth in the following table for the years indicated:Year ended 31 December20232022(Restated)Revenue%of revenueRevenue%of revenueHK$millionHK$million Sale of mobile phones and related accessories181.3258.99180.7360.40Wireless application service income27.118.8226.908.99 Revenue from cryp
40、tocurrencies business8.542.78 Rental income from investment properties operating leases90.3929.4191.5830.61 Total307.36100.00299.21100.00 The Group recorded consolidated revenue for the year ended 31 December 2023(the“Year”)of HK$307.36 million,representing an increase of 2.73%as compared with the r
41、estated amount of HK$299.21 million for the year ended 31 December 2022.The increase in revenue was primarily attributable to the fact that starting from the second half of 2023,the Group has actively pursued opportunities in Web 3.0 digital currency business and has begun engaging in cryptocurrenci
42、es business.COOLPAD GROUP LIMITED Annual Report 2023 8MANAGEMENT DISCUSSION AND ANALYSISGross Profit/(Loss)Year ended 31 December20232022(Restated)Gross profitGross profitmarginGross lossGross lossmarginHK$million(%)HK$million(%)Total107.4234.95(52.77)(17.64)The Group recorded a gross profit of appr
43、oximately HK$107.42 million for the Year as compared with a gross loss of HK$52.77 million for the previous year ended 31 December 2022.The Groups overall gross profit margin for the Year was 34.95%,as compared with 17.64%of gross loss margin for the year ended 31 December 2022.The turning of gross
44、loss to gross profit was primarily attributable to the adjustment of the Groups product brand and sales incentive policies initiated in early 2023.Selling and Distribution ExpensesYear ended 31 December20232022(Restated)Selling and distribution expenses(HK$million)35.7071.18Selling and distribution
45、expenses/revenue(%)11.6223.79 Selling and distribution expenses of the Group during the Year decreased to approximately HK$35.70 million,representing a decrease of 49.85%,as compared with HK$71.18 million for the year ended 31 December 2022.The decrease in selling and distribution expenses was prima
46、rily attributable to the fact that the Group reconstructed its composite channel structure in 2023,focusing on reshaping the operator channel and launching a low-cost e-commerce channel.Annual Report 2023 COOLPAD GROUP LIMITED9MANAGEMENT DISCUSSION AND ANALYSISAdministrative and Other Operating Expe
47、nsesYear ended 31 December20232022(Restated)Administrative and other operating expenses(HK$million)273.23480.03Administrative and other operating expenses/revenue(%)88.89160.43 Administrative and other operating expenses decreased by 43.08%from HK$480.03 million for the year ended 31 December 2022 t
48、o HK$273.23 million for the Year.Administrative and other operating expenses as a percentage of total revenue decreased to 88.89%in 2023 from 160.43%in 2022.The decrease in the amount of administrative and other operating expenses was primarily due to the reduced investment in research and developme
49、nt costs in 2023.Income Tax CreditDuring the Year,the Group recorded loss before tax of HK$234.02 million,as compared with HK$629.43 million for the year ended 31 December 2022,and the Group recorded an income tax credit of approximately HK$13.02 million for the Year as compared with approximately H
50、K$3.78 million for the year ended 31 December 2022.The increase of income tax credit was primarily attributable to the decrease in deferred tax liabilities relating to revaluation of buildings.Liquidity,Financial Resource and Capital StructureFor the Year,the Groups operating capital was mainly gene
51、rated from cash from its daily operation of its businesses,equity funding,interest-bearing loan and other borrowings.The Groups cash requirements related primarily to production and operating activities,repayment of due liabilities,capital expenditure,interest and other unforeseeable cash requiremen
52、ts.The Group had a gearing ratio of 47%as at 31 December 2023(2022:37%).The gearing ratio is equal to net debt divided by the sum of capital and net debt.Cash and cash equivalents of the Group as at 31 December 2023 amounted to approximately HK$63.55 million,while it was HK$234.72 million as at 31 D
53、ecember 2022.As at 31 December 2023,the Group had total debts(i.e.total borrowings)of approximately HK$542.65 million,which were all denominated in RMB.HK$101.57 million of the Groups borrowings are due in 2024 with a rate of 3.2%per annum and HK$441.08 million of the Groups borrowings are due in 20
54、38 with a rate of prime rate minus 0.8%per annum.As at 31 December 2023,the Company had 16,381,007,955 Shares of par value HK$0.01 each in issue.COOLPAD GROUP LIMITED Annual Report 2023 10MANAGEMENT DISCUSSION AND ANALYSISContingenciesLitigations with suppliersThe Group received several civil compla
55、ints in 2023 from suppliers demanding the Group to immediately repay the overdue accounts payable balance of RMB4,078,000(equivalent to HK$4,500,000)(2022:HK$12,150,000).The arbitration procedures of the civil complaints were still in progress as at the date of approval of the consolidated financial
56、 statements.Pledge of Assets(a)As at 31 December 2022,the Groups 20%share in the investment in an associate,Nanjing Yulong Weixin Information Scientific Limited,with a carrying value of HK$101.29 million was pledged as security for a shareholder loan of this associate.(b)As at 31 December 2023,the G
57、roups time deposits of approximately HK$59.75 million were used as a performance guarantee and a letter of credit(2022:HK$59.41 million).(c)As at 31 December 2023,the Groups other borrowings are secured by certain investment properties,property,plant and equipment and right-of-use assets of the Grou
58、p with a carrying value of Nil(2022:HK$529,694,000),Nil(2022:HK$109,049,000)and Nil(2022:HK$23,231,000)as at 31 December 2023,respectively.(d)As at 31 December 2023,the Groups bank borrowings are secured by certain investment properties,property,plant and equipment and right-of-use assets of the Gro
59、up with a carrying value of HK$1,558,893,000(2022:Nil),HK$70,697,000(2022:Nil)and HK$14,001,000(2022:Nil)respectively,and the 75%shareholding interest of a subsidiary of the Group,Dongguan Yulong Telecommunication Tech Co.,Ltd.(2022:Nil).Financial ReviewFor the Year,the Group recorded a turnover of
60、HK$307.36 million,representing an increase of 2.73%as compared with HK$299.21 million for the year ended 31 December 2022.The increase in revenue was primarily attributable to the fact that starting from the second half of 2023,the Group has actively pursued opportunities in Web 3.0 digital currency
61、 business and has begun engaging in cryptocurrencies business.The Group recorded a gross profit of approximately HK$107.42 million for the Year as compared with a gross loss of approximately HK$52.77 million for the previous year ended 31 December 2022.The Groups overall gross profit margin for the
62、Year was 34.95%,as compared with 17.64%of gross loss margin for the year ended 31 December 2022.The turning of gross loss to gross profit was primarily attributable to the adjustment of the Groups product brand and sales incentive policies initiated in early 2023.The selling and distribution expense
63、s of the Group during the Year decreased to approximately HK$35.70 million,representing a decrease of 49.85%,as compared with approximately HK$71.18 million for the year ended 31 December 2022.The decrease in selling and distribution expenses was primarily attributable to the fact that the Group rec
64、onstructed its composite channel structure in 2023,focusing on reshaping the operator channel and launching a low-cost e-commerce channel.The administrative and other operating expenses decreased by 43.08%from HK$480.03 million for the year ended 31 December 2022 to HK$273.23 million for the Year.Ad
65、ministrative and other operating expenses as a percentage of total revenue decreased to 88.89%in 2023 from 160.43%in 2022.The decrease in the amount of administrative and other operating expenses was primarily due to the reduced investment in research and development costs in 2023.Annual Report 2023
66、 COOLPAD GROUP LIMITED11MANAGEMENT DISCUSSION AND ANALYSISFor the Year,the Group recorded a loss before tax of HK$234.02 million,as compared with HK$629.43 million for the year ended 31 December 2022,and the Group recorded an income tax credit of approximately HK$13.02 million for the Year as compar
67、ed with HK$3.78 million for the year ended 31 December 2022.The increase of income tax credit was primarily attributable to the fact that the decrease in deferred tax liabilities relating to revaluation of buildings.Capital SupportOn 27 August 2023,the Company entered into the subscription agreement
68、s(the“Share Subscription Agreement”)with each of Beyond Merchant Limited,Saints Aura Investment Holdings Limited,Fly Smart Limited,Xinyang Asia Limited,Mr.Li Guanwen,Mr.Du Tianzhao,Ms.Lam Ka Ying(collectively,the“Subscribers”)and(where applicable)the guarantors,pursuant to which the Company has cond
69、itionally agreed to allot and issue,and the Subscribers have conditionally agreed to subscribe for,an aggregate of 2,730,000,000 subscription shares(the“Subscription Shares”)at the subscription price of HK$0.033 per Subscription Share and the net subscription price of HK$0.278 per Subscription Share
70、,with an aggregate nominal value of HK$27.30 million(the“2023 Share Subscription”).On 21 September 2023,26 September 2023 and 10 October 2023,the Company completed issuances of 1,661,000,000 Shares,818,000,000 Shares and 251,000,000 Shares respectively,and successfully raised proceeds of approximate
71、ly HK$54.81 million,HK$26.99 million and HK$8.28 million respectively.Details are set out in the announcements of the Company dated 27 August 2023 and 10 October 2023.The 2023 Share Subscription is in the interests of the Company and the shareholders of the Company as a whole and the allotment and i
72、ssuance of the Subscription Shares is an appropriate means of raising additional capital for the business operations of the Group and to further strengthen the Groups financial position since it provided the Company with immediate funding and broadened the shareholders base of the Company.Save as di
73、sclosed in this section headed“Capital Support”in this report,the Company has not conducted any equity fund raising activities during the Year,and the Company has not formed any detailed plans for material investment and capital asset in the coming year.The details of the proceeds raised from the va
74、rious equity fundraising,original and revised allocation of such proceeds are as follows.COOLPAD GROUP LIMITED Annual Report 2023 12MANAGEMENT DISCUSSION AND ANALYSIS1.2021 Share and Warrant SubscriptionThe details of use of proceeds in connection to the share subscription agreements and warrant sub
75、scription agreement entered into by the Company on 4 October 2021 are as follows.For details,please refer to the announcements of the Company dated 4 October 2021,9 December 2021,24 December 2021,14 January 2022,28 January 2022 and 7 September 2022,and the circular of the Company dated 23 November 2
76、021.Date of CompletionEventThe name of the allottee(s)Price of the Companys listed shares concerned on the date on which the terms of the issue were fixedProceedsraisedIntended use of proceedsOriginal allocation of the net proceedsOriginal allocation of the unutilised net proceeds as at 31 August 20
77、22Change in use of the unutilised net proceeds as at7 September 2022Revised allocation of the unutilised net proceeds as at 7 September 2022Proceedsbrought forward as at 1 January2023Actual use of proceeds during the Year and expected timeline for unutilised net proceedsHK$per Share(approximately)(a
78、pproximately)(approximately)28 January 2022Issue and allotment of 600,000,000 new ordinary shares at a subscription price of HK$0.28 per shareGreat Fortune Global Investment Limited0.340HK$168 million(i)Expansion of the Groups mobile business in the PRC during the two years ending 31 December 2022 a
79、nd six months ending 30 June 2023:(a)The establishment of new business channels and expansion of both online and offline business channels in the PRC:(1)establishment of new business channels for the mobile phone business in the Mainland China,i.e.the establishment of channels of authorized service
80、stores and(2)among other things,improve the expansion of self-operated e-commerce channels and traditional distributor channels(b)Sales and marketing of the mobile phone business(ii)General working capital of the Group(i)90%,or HK$788.9 million(a)(1)60%,or HK$525.9 million and(2)10%,or HK$87.7 milli
81、on(b)20%,or HK$175.3 million(ii)10%,or HK$87.7 million(i)HK$466.1 million(a)HK$465.2 million(b)HK$0.9 million(i)(a)The establishment of new business channels and expansion of both online and offline business channels in the PRC(b)Sales and marketing of the mobile phone business(ii)General working ca
82、pital of the Group(iii)Product manufacturing and development of operating system in respect of the Groups mobile phone business(i)(a)HK$165.2 million (b)HK$100.9 million(ii)(iii)HK$200 millionHK$197.1 millionApproximately HK$165.1 million of the proceeds has been utilised as intended during the Year
83、,amongst which(i)(a)approximately HK$44.4 million was utilised for the establishment of new business channels and expansion of both online and offline business channels in the PRC,(b)approximately HK$19.8 million was utilised for sales and marketing of the mobile phone business,(iii)approximately HK
84、$100.9 million was utilised for product manufacturing and development of operating system in respect of the Groups mobile phone business.As at 31 December 2023,approximately HK$32.0 million of the proceeds has not been used,which would be utilised for the establishment of new business channels and e
85、xpansion of both online and offline business channels in the PRC as disclosed in the announcement of the Company dated 7 September 2022.The Company intends to use the unutilised proceeds on or before 31 December 2024.14 January 2022Issue and allotment of 300,000,000 new ordinary shares at a subscrip
86、tion price of HK$0.28 per shareSharp Ally International Limited0.340HK$84 million14 January 2022Issue and allotment of 800,000,000 new ordinary shares at a subscription price of HK$0.28 per shareElite Mobile Limited0.340HK$224 million30 December 2021Issue and allotment of 150,000,000 new ordinary sh
87、ares at a subscription price of HK$0.28 per shareAllove Group LIMITED0.340HK$42 million23 December 2021Issue and allotment of 350,000,000 new ordinary shares at a subscription price of HK$0.28 per shareYH Fund SPC YH01 SP I0.340HK$98 million17 December 2021(i)Issue and allotment of 800,000,000 new o
88、rdinary shares at a subscription price of HK$0.28 per share(ii)Issuance of 800,000,000 warrants sharesSAI Growth Fund I,LLLP0.340HK$269.1 million Annual Report 2023 COOLPAD GROUP LIMITED13MANAGEMENT DISCUSSION AND ANALYSIS2.2023 Share SubscriptionThe details of use of proceeds in connection to the S
89、ubscription Agreements entered into by the Company on 27 August 2023 in respect of the 2023 Share Subscription are as follows.For details,please refer to the announcements of the Company dated 27 August 2023 and 10 October 2023.Date of CompletionEventThe name of the allottee(s)Price of the Companys
90、listed shares concerned on the date on which the terms of the issue were fixedProceedsraisedIntended use of proceedsOriginal allocation of the net proceedsProceedsbrought forward as at 1 January2023Actual use of proceeds during the Year and expected timeline for unutilised net proceedsHK$per Share(a
91、pproximately)(approximately)(approximately)21 September 2023 Allotment and issue of 455,000,000 new ordinary shares at a subscription price of HK$0.033 per shareBeyond Merchant Limited0.038HK$15.0 million(i)approximately HK$80.0 million(or approximately 89.9%)for the new supply chain procurement dem
92、and due to the expansion of the Groups mobile business in the PRC,which is expected to be fully utilised before 30 June 2024;(ii)approximately HK$9.0 million(or approximately 10.1%)for the general working capital of the Group,which is expected to be fully utilised before 30 June 2024(i)HK$80.0 milli
93、on(ii)HK$9.0 millionN/AApproximately HK$80.3 million of the proceeds has been utilised as intended during the Year,amongst which(i)approximately HK$75.3 million was utilised for the new supply chain procurement demand due to the expansion of the Groups mobile business in the PRC and(b)approximately
94、HK$5.0 million was utilised for the general working capital of the Group.As at 31 December 2023,approximately HK$8.7 million of the proceeds has not been used,amongst which(i)approximately HK$4.7 million would be utilised for the new supply chain procurement demand due to the expansion of the Groups
95、 mobile business in the PRC and(ii)approximately HK$4.0 million would be utilised for the general working capital of the Group as disclosed in the announcement of the Company dated 27 August 2023.The Company intends to use the unutilised proceeds on or before 30 June 2024.26 September 2023Allotment
96、and issue of 818,000,000 new ordinary shares at a subscription price of HK$0.033 per shareSaints Aura Investment Holdings Limited0.038HK$27.0 million21 September 2023Allotment and issue of 297,000,000 new ordinary shares at a subscription price of HK$0.033 per shareFly Smart Limited0.038HK$9.8 milli
97、on10 October 2023Allotment and issue of 160,000,000 new ordinary shares at a subscription price of HK$0.033 per shareXinyang Asia Limited0.038HK$5.3 million21 September 2023Allotment and issue of 606,000,000 new ordinary shares at a subscription price of HK$0.033 per shareMr.Li Guanwen0.038HK$20.0 m
98、illion21 September 2023Allotment and issue of 303,000,000 new ordinary shares at a subscription price of HK$0.033 per shareMr.Du Tianzhao0.038HK$10.0 million10 October 2023Allotment and issue of 91,000,000 new ordinary shares at a subscription price of HK$0.033 per shareMs.Lam Ka Ying0.038HK$3.0 mil
99、lionCOOLPAD GROUP LIMITED Annual Report 2023 14MANAGEMENT DISCUSSION AND ANALYSISBusiness ReviewAccording to the data from the International Data Corporation,global smartphone shipments were 1.17 billion units in 2023,representing a year-on-year decrease of 3.2%,marking the lowest annual shipment in
100、 a decade.Data from Canalys indicated that the downward trend in the global smartphone market slowed in the third quarter,with a decline of only 1%.In the fourth quarter,global smartphone shipments grew by 8%,indicating some signs of market recovery.The Group was also affected by the general environ
101、ment,as evidenced by the impact on sales volume.However,with the launch of new products by the Group in the fourth quarter,the sales increased month by month,showing a trend of recovery.In terms of channel and product strategy,the Group adopted a multi-dimensional,integrated and composite channel st
102、ructure strategy in 2023.Through partnerships with operators,e-commerce platforms and offline social and industry channels,the Group established a“vertical and horizontal(一豎一橫)”terminal marketing network nationwide,achieving seamless online and offline coverage to cater to different consumer purchas
103、ing habits.This also further expanded the brands exposure and market share.In terms of operators,the Group deepened its cooperation with major domestic operators,China Mobile and China Telecom,actively deploying 5G penetration and meeting special market demands.The Group launched cost-effective prod
104、ucts targeting the 5G entry-level market and elderly-friendly mobile phones in response to the national elderly-friendly strategy.At the same time,customized sub-brands and products were introduced for different sales channels,such as“Daguan”series,“Fengshang”series and“Cool”series,which were aimed
105、at the operator market,the public channel,and the e-commerce market,respectively,ensuring that products accurately matched the characteristics of each channel and effectively enhanced market share.In overseas markets,the Group restarted its overseas channel development,focusing on high-growth global
106、 markets,with products covering mid-to-low price segments.As of 31 December 2023,the Group successfully accessed dozens of countries in regions such as Southeast Asia,Eastern Europe,the Middle East and Latin America,maintaining a stable market expansion trend.The Group,as an experienced telecom ente
107、rprise,has accumulated substantial technical expertise and patent licenses,with more than 10,000 patents filed in the telecommunications sector and more than 100 patents related to 5G obtained.In 2023,the Group fully embraced AI,developing AI voice assistants and large language models,which were int
108、egrated into the COOLOS operating system.In addition,the Group integrated AI applications with the system in all aspects,utilizing the AI-driven CoolBrain decision-making system to respond quickly in areas such as self-start limitation and chain wake-up.This system can also intelligently judge user
109、engagement with messages and frequency of phone usage,and reasonably allocate resources to achieve smart power savings.Annual Report 2023 COOLPAD GROUP LIMITED15MANAGEMENT DISCUSSION AND ANALYSISDuring the Year,the Group also actively participated in the development of the EROFS file system,and beca
110、me a major developer of the EROFS project.Through EROFS,COOLOS was able to effectively save system space,improve application startup speed,and maintain performance of the mobile phone system even after prolonged use,greatly enhancing the user experience.In addition,COOLOS 3.0 focused on improving ca
111、mera functions,perfecting and optimizing portrait blur,beauty mode,HDR and super night scene features,which enriched photography options and significantly enhanced photo quality.With the maturity and improvement of the COOLOS 3.0 system,the Groups internet revenue continued to increase.COOLOS 3.0,ce
112、ntered on“Trust,Inclusivity and Technology”,emphasizes security,emotional design,efficient interactive experience and stability.It represents a crucial step in the Groups strategic upgrade from a single mobile phone brand to an AI+IoT ecological platform brand.In terms of real estate property leasin
113、g,as of 31 December 2023,the Group owned properties including the Coolpad Information Harbor in Shenzhen and the Coolpad Technology Ecological Park*(酷派科技生態園)in Dongguan Songshan Lake.The Coolpad Information Harbor Phases II and III Projects are under stable construction.Since the second half of 2023
114、,the Group has actively pursued business opportunities in Web 3.0 with smartphones and mobile internet in overseas markets,so as to enter the digital currency sector.As an application of Web 3.0 technology,digital currency has gradually become an indispensable constituent of the history of currency
115、evolution.Along with the continuous development of Web 3.0 technology and the rapid advancement of digital technology and financial markets,digital currency has increasingly transcended regional and cultural limitations and has been applied extensively around the world.In 2023,the Group commenced di
116、gital currency investment business,primarily through Bitcoin mining,with computing equipment server rooms hosted in North America.As of 31 December 2023,the Group had an effective computing power of 175,562 TH/S,and had accumulated approximately 31 BTC.*For identification purposes onlyCOOLPAD GROUP
117、LIMITED Annual Report 2023 16MANAGEMENT DISCUSSION AND ANALYSISBusiness OutlookIn 2024,the Group will continue to commit itself to the research and development of smartphones for both domestic and international markets,with a view to further integrating AI technology into our product mix,while striv
118、ing to enhance system stability and optimising user experience.In the domestic market,the Group will continuously expand its product line around AI+5G,with a key emphasis on the development of the technology-driven elderly-friendly segment.As the aging of Chinas population accelerates,the elderly co
119、nsumer market is emerging as a new blue ocean where enterprises are competing against each other.In the future,the Group will focus on technology-driven elderly-friendly solutions,integrating cutting-edge features such as lifestyle enhancements and AI voice assistants into 5G non-smartphones with re
120、tro appearance and simple operation,providing stable communication and fast internet access for the elderly population to meet their intelligent needs.In the overseas market,the Group will continue to advance product iterations and actively expand its product line,striving for breakthroughs in key r
121、egional markets.At the same time,the Group will explore cross-border e-commerce business,enhance online and offline channels,and achieve mutual synergy to improve profitability.In terms of real estate property leasing,the Group will continue to advance the construction of the Shenzhen Coolpad Inform
122、ation Harbor Phases II and III Projects and the project in Dongguan Songshan Lake,and improve the investment attraction for completed properties,while maintaining and optimizing existing properties,so as to stabilize property leasing income.In terms of digital currency,the Group intends to continue
123、to expand its investment in digital currencies,especially Bitcoin,in the future.It will assess other global regions based on various factors such as energy,policies and legal environments,and establish its presence therein.This strategic initiative demonstrates the Groups emphasis on digital currenc
124、y business and showcases its technological layout and market expansion capabilities in the era of Web 3.0.With the gradual recovery of global smartphone shipments in the fourth quarter of 2023,the smartphone market is expected to continue its recovery momentum in 2024.The Group will seize this oppor
125、tunity to continue advancing channel development and product research and development,aiming to achieve profitability as soon as possible.Annual Report 2023 COOLPAD GROUP LIMITED17CORPORATE GOVERNANCE REPORTApplication of Corporate Governance PrinciplesThe board(the“Board”)of directors(the“Directors
126、”)of the Company is committed to enhancing the Groups 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 empl
127、oyees,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”)throu
128、ghout 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
129、ended 31 December 2024 due to delay in completion of the audit of the annual results of the Group for the Year.Therefore,no Directors have been subject to retirement and re-election by the Shareholders at the annual general meeting.An annual general meeting of the Company will be arranged in due cou
130、rse,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.T
131、he annual general meeting of the Company had not been held during the year ended 31 December 2024 due to delay in completion of the audit of the annual results of the Group for the Year.An annual general meeting of the Company will be arranged in due course.Save as disclosed above and in the section
132、 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 DirectorsIt is the duty of the Board to create value to the shareholders of the C
133、ompany(the“Shareholders”),establish the Companys strategic direction,set the Companys 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
134、 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 S
135、hareholders at all times.The Board and management of the Company(the“Management”)have clearly defined responsibilities under various internal control and checks-and-balance mechanism.The Board has delegated certain responsibilities to the Management,including implementation of decisions of the Board
136、 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 r
137、esources.The Board will review these arrangements on a periodic basis to ensure that they remain appropriate to the needs of the Group.COOLPAD GROUP LIMITED Annual Report 2023 18CORPORATE GOVERNANCE REPORTBoard CompositionThe Board currently comprises nine Directors,three of whom are executive Direc
138、tors,three are non-executive Directors and three are independent non-executive Directors(“INEDs”).The composition of the Board is set out as follows:Executive DirectorsMr.CHEN Jiajun Mr.MA FeiMs.LIU Juan(appointed on 2 August 2024)Non-executive DirectorsMr.LIANG RuiMr.NG Wai Hung Mr.XU YiboIndepende
139、nt Non-executive DirectorsMr.GUO JinghuiMr.CHIU Sin Nang Kenny(resigned on 8 January 2024)Ms.WANG Guan(appointed on 11 October 2023)Mr.NGAI Tsz Hin Michael(resigned on 11 October 2023)Mr.CHEUK Ho Kan(appointed on 8 January 2024)The biographies of the Directors are set out in the“Directors and Senior
140、 Management”on pages 30 to 33 of this Annual Report.Ms.WANG Guan,who was appointed as an independent non-executive Director on 11 October 2023,obtained the legal advice referred to in Rule 3.09D of the Listing Rules on 11 October 2023.Ms.LIU Juan,who was appointed as an executive Director on 2 Augus
141、t 2024,received the legal advice referred to in Rule 3.09D of the Listing Rules on 2 August 2024.Ms.WANG Guan 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 f
142、inancial,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.Ch
143、airman and Chief Executive OfficerUnder 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 establ
144、ished 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 t
145、he Group to make and implement decision promptly and efficiently.Annual Report 2023 COOLPAD GROUP LIMITED19CORPORATE GOVERNANCE REPORTNon-executive DirectorsThe non-executive Directors provide various expertise and experiences and maintain balance of interest to safeguard the interests of the Group
146、and the Shareholders.They participate in Board meetings and committee meetings and make independent judgements on issues related to the Groups strategies,performance,interest conflicts and management process so as to ensure the interests of all Shareholders are properly considered.Currently,the non-
147、executive Directors are appointed for a period of three years.Independent Non-executive DirectorsThe 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
148、.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 Compa
149、ny(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 balance to protect the interests of the Company and t
150、he 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 Annual Report.C
151、urrently,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 OperationDuring the Year,four Board meetings,one Annual General Meeting(
152、“AGM”)and one Extraordinary General Meeting(“EGM”)were held.Attendance of individual Directors at the Board meetings in 2023,AGM and EGM is as follows:Name of DirectorsBoard MeetingsAGMEGM Executive DirectorsMr.CHEN Jiajun4/41/11/1Mr.MA Fei4/41/11/1Non-executive DirectorsMr.LIANG Rui4/41/11/1Mr.NG W
153、ai Hung4/41/11/1Mr.XU Yibo4/41/11/1Independent Non-executive DirectorsMr.GUO Jinghui4/41/11/1Mr.CHIU Sin Nang Kenny4/41/11/1Ms.WANG Guan(appointed on 11 October 2023)1/1Mr.NGAI Tsz Hin Michael(resigned on 11 October 2023)3/31/11/1COOLPAD GROUP LIMITED Annual Report 2023 20CORPORATE GOVERNANCE REPORT
154、Note:Mr.CHIU Sin Nang Kenny resigned as an independent non-executive Director on 8 January 2024,Mr.CHEUK Ho Kan was appointed as an independent non-executive Directors on 8 January 2024 and Ms.LIU Juan was appointed as an executive Director on 2 August 2024.During the Year,pursuant to Code Provision
155、 C.2.7 of the Code,the chairman held one meeting with the INEDs without the presence of other Directors.Corporate Governance FunctionsThe Board also assumes the corporate governance functions and is responsible for:developing and reviewing the Companys policies and practices on corporate governance;
156、reviewing and monitoring training and continuous professional development of Directors and senior management;reviewing and monitoring the Companys policies and practices on compliance with legal and regulatory requirements;developing,reviewing and monitoring the Companys code of conduct;and reviewin
157、g the Companys 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 Co
158、de.Remuneration CommitteeThe 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 senio
159、r 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
160、 of non-executive Directors.During the Year,the Remuneration Committee is made up of all of the INEDs,namely,Mr.CHIU Sin Nang Kenny(Chairperson),Mr.GUO Jinghui,Ms.WANG Guan(appointed on 11 October 2023)and Mr.NGAI Tsz Hin Michael(resigned on 11 October 2023).During the Year,the Remuneration Committe
161、e 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 one meeting during the Year which were at
162、tended 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:NameNumber of meeting attended Mr.CHIU Sin Nang Kenny(Chairperson)1/1Mr.GUO
163、Jinghui1/1Ms.WANG Guan(appointed on 11 October 2023)Mr.NGAI Tsz Hin Michael(resigned on 11 October 2023)1/1Note:Mr.CHIU Sin Nang Kenny resigned as the chairperson of the Remuneration Committee on 8 January 2024,and Mr.CHEUK Ho Kan was appointed as the chairperson of the Remuneration Committee on 8 J
164、anuary 2024.Annual Report 2023 COOLPAD GROUP LIMITED21CORPORATE GOVERNANCE REPORTNo 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:Remun
165、eration bands(HK$)Number of persons 1 to 1,000,00021,000,001 to 2,000,0003 Total5 Audit CommitteeThe major responsibility of the Audit Committee is to conduct independent and objective audit of the truth and accuracy of the Groups economic operation and financial activities,financial policies,financ
166、ial 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.CHIU Sin Nang Kenny(Chairperson),Mr.GUO J
167、inghui,Ms.WANG Guan(appointed on 11 October 2023)and Mr.NGAI Tsz Hin Michael(resigned on 11 October 2023)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
168、,the Audit Committee held three meetings.The attendance record of each member of the Audit Committee is set out below:NameNumber of meetings attended Mr.CHIU Sin Nang Kenny(Chairperson)3/3Mr.GUO Jinghui3/3Ms.WANG Guan(appointed on 11 October 2023)1/1Mr.NGAI Tsz Hin Michael(resigned on 11 October 202
169、3)2/2Note:Mr.CHIU Sin Nang Kenny resigned as the chairperson of the Audit Committee on 8 January 2024,and Mr.CHEUK Ho Kan was appointed as the chairperson of the Audit Committee on 8 January 2024.The Audit Committee has carefully reviewed and discussed the Companys half-yearly and annual results for
170、 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.COOLPAD GROUP LIMITED Annual Report 2023 22CORPORATE GOVERNANCE REPORTNomination CommitteeThe principal duties of the Nomination Committ
171、ee 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 independ
172、ence of the INEDs.During the Year,the Nomination Committee comprises one executive Director and two INEDs,namely Mr.CHEN Jiajun (Chairperson)(appointed on 11 October 2023),Mr.NGAI Tsz Hin Michael(former Chairperson)(resigned on 11 October 2023),Mr.CHIU Sin Nang Kenny and Ms.WANG Guan(appointed on 11
173、 October 2023)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 engag
174、ed to carry out the recruitment and selection process when necessary.The Nomination Committee held one meeting during the Year.The attendance record of the Nomination Committee meeting is set out below:NameNumber of meeting attended Mr.CHEN Jiajun(Chairperson)(appointed on 11 October 2023)1/1Mr.NGAI
175、 Tsz Hin Michael(former Chairperson)(resigned on 11 October 2023)1/1Mr.CHIU Sin Nang Kenny1/1Ms.WANG Guan(appointed on 11 October 2023)Note:Mr.CHIU Sin Nang Kenny resigned as a member of the Nomination Committee on 8 January 2024,and Mr.CHEUK Ho Kan was appointed as a member of the Nomination Commit
176、tee on 8 January 2024.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 DirectorsTo assist the Directors in the discharge of their respective duties,the Company w
177、ill 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 Companys organisation and business,including the membership,duties and responsibilities of the Board,the various Board comm
178、ittees 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 Companys key plant sites and meetings with key members of the Management.Throughout their tenure,the Directors will be
179、 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.Annual Report 2023 COOLPAD GROUP LIMITED23CORPORATE
180、GOVERNANCE REPORTMechanisms to Ensure Independent ViewsThe Company ensures independent views and input are available to the Board via the below mechanisms:(1)The Board composition and the independence of the independent non-executive Directors should be reviewed by the Nomination Committee on an ann
181、ual basis,in particular the portion of the independent non-executive Directors 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 independen
182、t non-executive Directors in relation to his or her independence to the Company.The Company considers all its independent non-executive Directors 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
183、management of the Companys 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
184、with independent non-executive Directors 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 Companys policy.The Board reviews the mechanisms for
185、 ensuring independent views and input are available to the Board on an annual basis,whether in terms of proportion,recruitment and independence of independent non-executive Directors,and their contribution and access to external independent professional advice.COOLPAD GROUP LIMITED Annual Report 202
186、3 24CORPORATE GOVERNANCE REPORTContinuous Professional DevelopmentAll 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 tra
187、ining materials.A summary of training received by Directors during the Year according to the records provided by the Directors is as follows:Name of DirectorsTraining on corporate governance,Directors responsibilities and other relevant topics Executive DirectorsMr.CHEN JiajunMr.MA FeiNon-executive
188、DirectorsMr.LIANG RuiMr.NG Wai HungMr.XU YiboIndependent Non-executive DirectorsMr.GUO JinghuiMr.CHIU Sin Nang KennyMr.NGAI Tsz Hin Michael(resigned on 11 October 2023)Ms.WANG Guan(appointed on 11 October 2023)Note:Mr.CHIU Sin Nang Kenny resigned as an independent non-executive Director on 8 January
189、 2024,Mr.CHEUK Ho Kan was appointed as an independent non-executive Directors on 8 January 2024 and Ms.LIU Juan was appointed as an executive Director on 2 August 2024.Securities Transactions by DirectorsThe Company has adopted a code of conduct for securities transactions and dealings(the“Code of C
190、onduct”)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 a
191、s 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 th
192、e 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
193、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 monitor
194、ing 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.Annual Report 2023 COOLPAD GROUP LIMITED25CORPORATE GOVERNANCE REPORTFailure to Comply with the Listing
195、RulesThe Company was not able to timely comply with the following financial reporting provisions under the Listing Rules:(i)announce the annual results for the Year;and(ii)issue the annual report for the Year,which contravened Rules 13.46(2)(a)and 13.49(1)of the Listing Rules.The Company failed to h
196、old the annual general meeting for the Year within the time prescribed by the Listing Rules and the Articles of Associations.The Board is of the view that the aforesaid delays are one-off incidents and that the aforesaid matters had been/will be rectified eventually and the Company had complied with
197、 the Listing Rules in keeping the Shareholders and investors informed of the progress of the aforesaid matters.Corporate Accountability and Internal ControlThe Board is responsible for the Groups risk management and internal control system and has the responsibility for reviewing its effectiveness.S
198、uch 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 statement
199、s of the Group.In the preparation of financial statements,the Hong Kong financial reporting standards 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 Groups performance in the annual an
200、d 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
201、 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
202、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
203、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 in September 2023 to
204、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 Groups accounting and financial reporting functio
205、n,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 Companys risk management and internal control systems.COOLPAD GROUP LIMITED Annual Rep
206、ort 2023 26CORPORATE GOVERNANCE REPORTOverall,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 afo
207、rementioned 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 r
208、eliable 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 Companys internal control systems and procedures so as to meet its obligations under the Listing Rules and
209、 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 RisksThe Company has set up procedures to identify,assess and manage material risks based on assessment basis
210、,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 acc
211、ount 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,opera
212、ting,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 125 and the higher the value at risk,the greater the risks.In respect of risk rating:risks are classified into high,medium and low thr
213、ee levels in accordance with risk assessment standard based on the value at risk calculated.In respect of dispersion:dispersion represents the extent that a group of figures deviate from the average number,and the smaller the dispersion,the more consistent the assessment results.Through identifying
214、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 26 secondary risks.Secondly,the Company calculates the final assessment results of each risk af
215、ter 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 StatementsThe Directors have acknowledged their responsibilities for preparing the financial
216、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 48 of the Annual Report.Annual Report 2023 COOLPAD GROUP LIMITED27CORPORATE GOVERNANCE REPORTBoard Diversity Pol
217、icyThe 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 Companys business model and specific needs,including but not lim
218、ited 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
219、 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 D
220、irectors gender,skills and experience to the Companys business,the Nomination Committee confirmed that the existing Board was appropriately structured.As at 31 December 2023,the Board had seven male Directors and two female Directors.The gender diversity of Board was achieved.In order to achieve gen
221、der 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 qualifi
222、cations in a fair and open competition.As at 31 December 2023,the Group had 186 male employees(including senior management),accounting for approximately 64%of the total number of employees(including senior management),and 105 female employees(including senior management),accounting for approximately
223、 36%of the total number of employees(including senior management).Currently,the gender diversity of employees was achieved.Company SecretaryAll 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 Bo
224、ard procedures are followed and for facilitating information flows and communications among Directors as well as with Shareholders and the Management.Mr.Ma Fei and Mr.Tsang Hing Bun were appointed as the joint company secretaries of the Company on 29 October 2022 for a term of three years and the pr
225、imary contact person at the Company is Mr.Ma Fei.Mr.Tsang Hing Bun(“Mr.Tsang”)resigned as a joint company secretary of the Company with effect from 29 October 2023.Following Mr.Tsangs resignation,Mr.Ma Fei,the other existing joint company secretary of the Company who possesses the qualifications and
226、 experience of company secretary as required under Rule 3.28 of the Listing Rules remains in office and 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 AuditorGiven Ernst&Young(“EY”)was unable to
227、estimate an audit timetable for the completion of audit of the Companys financial statements for the Year 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 recomme
228、ndation of the Company,EY has resigned as the auditor of the Company with effect from 28 March 2024.During the Year,HK$3.78 million and HK$1.43 million(2022:HK$3.03 million and HK$1.78 million)was incurred as remuneration to EY for the provision of audit services and non-audit services to the Group.
229、COOLPAD GROUP LIMITED Annual Report 2023 28CORPORATE GOVERNANCE REPORTWith 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 resignatio
230、n of EY and to hold office until the conclusion of the next annual general meeting of the Company.An amount of approximately HK$2.42 million was charged by Zhonghui Anda for providing audit services in relation to the Groups financial statements for the year ended 31 December 2023.The responsibiliti
231、es of the external auditor with respect to financial reporting are set out in the section headed“Independent Auditors Report”on page 53 of this report.Effective Communication with Shareholders and Shareholders RightsThe Company recognizes the importance of effective communication with all Shareholde
232、rs and investors.The Companys 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 throu
233、gh its website .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 Codes principle to encourage Shareholders participation and has reviewed its shareholders communication policy
234、 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
235、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
236、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 o
237、f such requisition.If within 21 days of such deposit the Board fails to proceed to convene such meeting,the requisitionist(s)himself(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)a
238、s 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,sp
239、ecific enquiries and suggestions by Shareholders can be sent in writing to the Board or the company secretary at the Companys registered address or by e-mail to the Companys email address at .Shareholders may put forward proposals to be discussed at general meetings.Shareholders who wish to do so sh
240、all 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 commu
241、nication 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
242、 based on the principle of balancing Shareholders expectations and maintaining the Companys 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 envi
243、ronment 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 facto
244、rs 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.Annual Report 2023 COOLPAD GROUP LIMITED29CORPORATE GOVERNANCE REPORTAnti-corruption PolicyIn line with the attitude of being respo
245、nsible 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 cor
246、ruption 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 l
247、itigation against the Company or its staff.Whistleblowing PolicyThe 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 parti
248、es 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 miscon
249、duct,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 Companys whistleblowing policy sets out clear review and processing
250、 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 re
251、ported to the local law enforcement agency.If the reported case can avoid significant financial loss to the Company,the whistleblower will be rewarded.Constitutional DocumentsDuring the Year,the Company has not made any changes to its Memorandum and Articles of Association.An updated version of the
252、Companys Memorandum and Articles of Association is available on the websites of the Company and the Stock Exchange.COOLPAD GROUP LIMITED Annual Report 2023 30DIRECTORS AND SENIOR MANAGEMENTThe biographical details of the Directors and the senior management of the Group as at the date of this report,
253、are set out below:Directors Executive Directors Mr.CHEN JiajunMr.Chen,aged 33,is an executive Director,the chief executive officer and chairman of the board of the Group.Mr.Chen has extensive investment experience and currently has a wide variety of investments in different industry sectors.Mr.Chen
254、holds a masters degree in Science of Finance from the University of Southern California(“USC”).Before joining the Group,Mr.Chen served at Shenzhen Kingkey Banner Commercial Management Ltd.(深圳市京基百納商業管理有限公司)as vice-president from May 2015 to May 2018 and president from May 2018 to January 2019.Mr.Chen
255、 currently also serves as a Director of USC South China Alumni Club.Mr.Chen has been appointed as(i)a non-independent director of Shenzhen Kingkey Smart Agriculture Times Co.,Ltd.深圳市京基智農時代股份有限公司,the shares of which are listed on Shenzhen Stock Exchange(stock code:000048.SZ),from 23 June 2020 to 27 O
256、ctober 2022;(ii)an executive director of Kingkey Financial International(Holdings)Limited,the shares of which are listed on the Main Board of the Stock Exchange(stock code:1468.HK)from August 2020 to March 2024;and(iii)an executive director and the chairman of the Allegro Culture Limited(formerly kn
257、own as Kingkey Intelligence Culture Holdings Limited),the shares of which are listed on the Main Board of the Stock Exchange(stock code:00550.HK)from August 2023 to May 2024.As at the date of this report,Mr.Chen is the director of 22 subsidiaries of the Company and the general manager of 4 subsidiar
258、ies of the Company.Mr.MA FeiMr.Ma,aged 42,is the chief financial officer and company secretary of the Group.Mr.Ma obtained a bachelors degree in accounting from Xian Jiaotong University.Mr.Ma is primarily responsible for the finance and investor relations of the Group.Mr.Ma has more than 10 years of
259、 experience in accounting and finance.Mr.Ma joined the Group in 2006,and has served successively as financial manager,vice director of investor relations department.From 2018 to 2019,Mr.Ma won the Shenzhen Innovation Talent Award for two consecutive years.Furthermore,he has been appointed as a non-e
260、xecutive director of the Allegro Culture Limited(formerly known as Kingkey Intelligence Culture Holdings Limited)(stock code:00550.HK)from September 2023 to July 2024.As at the date of this report,Mr.Ma is the director of 22 subsidiaries of the Company,the supervisor of 3 subsidiaries of the Company
261、 and the general manager of 1 subsidiary of the Company.Ms.LIU JuanMs.Liu,aged 42,is an executive Director of the Group.She obtained a degree of Bachelor of Engineering from Soochow University and a degree of Master of Business Administration from the Chinese University of Hong Kong.Ms.Liu has more
262、than 17 years of experience in the finance industry in China and overseas.She has worked on structuring,cross-border investment and finance and mergers and acquisitions for a long time and is familiar with both China and Hong Kong markets.She has extensive professional experience in analysing market
263、s and identifying opportunities.Ms.Liu previously served as vice president of New Faith Capital Limited*(新信資本有限公司)and general manager of the direct investment department of China Huarong International Holdings Limited.Ms.Liu also served as the head of the business department at the Shenzhen branches
264、 of two banks.She has been appointed as an independent non-executive director of the CNQC International Holdings Limited,the shares of which are listed on the Main Board of the Stock Exchange(stock code:1240.HK)since 12 December 2024.Annual Report 2023 COOLPAD GROUP LIMITED31DIRECTORS AND SENIOR MAN
265、AGEMENTNon-executive DirectorsMr.NG Wai HungMr.Ng,aged 61,is a non-executive Director of the Group,and is a practicing solicitor and a partner in Iu,Lai&Li,a Hong Kong firm of solicitors and notaries.Mr.Ng has extensive experience in the areas of securities law,corporate law and commercial law in Ho
266、ng Kong and China trades and has been involved in initial public offerings of securities in Hong Kong as well as corporate restructuring,mergers and acquisitions and takeovers of listed companies in Hong Kong.Mr.Ng is currently an independent non-executive director of four companies listed on the St
267、ock Exchange,namely Lajin Entertainment Network Group Limited(formerly known as China Star Cultural Media Group Limited)(stock code:8172.HK),MediNet Group Limited(stock code:8161.HK),New Sparkle Roll International Group Limited(stock code:970.HK)and Xinyi Electric Storage Holdings Limited(stock code
268、:8328.HK)since March 2015,July 2024,June 2024 and November 2016,respectively.Furthermore,he has been a non-executive director of Allegro Culture Limited(formerly known as Kingkey Intelligence Culture Holdings Limited)(stock code:550.HK)from 24 September 2023 to 8 July 2024,an independent non-executi
269、ve director of 1957&Co.(Hospitality)Limited(stock code:8495.HK)from 6 November 2017 to 19 August 2022 and an independent non-executive director of Winshine Science Company Limited(stock code:209.HK)from 21 May 2019 to 16 June 2023,the shares of each of these companies are listed on the Stock Exchang
270、e.Mr.LIANG RuiMr.Liang,aged 49,is a non-executive Director of the Group,and is currently a president of Shenzhen Shuibei Jewelry Group.Mr.Liang obtained a doctoral degree of Technical Economics and Management from the School of Economics and Business Administration of Chongqing University in 2007 an
271、d a postdoctoral degree in Applied Economics from the School of Economics and Finance of Xian Jiaotong University in 2009.From January 2000 to October 2014,he worked in the Shenzhen Luohu District Peoples Government,serving as an officer in the Education Bureau,deputy director-general of the State B
272、ureau for Letters and Calls,director-level deputy director of the district(governmental)committee office,and director of the Bureau of Civil Administration.From September 2014 to November 2017,he served as Secretary and director of the Shenzhen Nanhu Sub-district Office.Mr.Liang has been appointed a
273、s an executive director and Chief Executive Officer of Carrianna Group Holdings Company Limited*(佳寧娜集團控股有限公司),the shares of which are listed on the Main Board of the Stock Exchange(stock code:0126.HK)since 2 January 2021.Mr.XU YiboMr.Xu,aged 50,is a non-executive Director of the Group.Mr.Xu obtained
274、 a bachelors degree in electromagnetic field from Xidian University*(西安電子科技大學).Mr.Xu joined the Group in July 1998 and has about more than 15 years of experience in mobile communication,terminal security,cloud computing and mega data technology field,making contribution in standard work in more than
275、 10 international and domestic standards organizations,such as 3GPP,IETF,IEEE,IMI-2020(5G)Promotion Group,etc.Mr.Xu participated in the research and development of dual-standby technique which led to win the second prize of National Science and Technology Progress which is the highest award in the t
276、erminal field.As at the date of this report,Mr.Xu is the director of 6 subsidiaries of the Company and the general manager of 2 subsidiaries of the Company.*For identification purposes onlyCOOLPAD GROUP LIMITED Annual Report 2023 32DIRECTORS AND SENIOR MANAGEMENTIndependent Non-executive DirectorsMr
277、.GUO JinghuiMr.Guo,aged 53,is an independent non-executive Director of the Group.He obtained a bachelors degree in radio technology(無線電技術)from Taiyuan University of Technology.From November 2007 to August 2009,he served as the supervisor of Shenzhen Guangming New District Administration Human Resour
278、ces Office*(深圳市光明新區人力資源管理辦公室主任).From August 2009 to April 2013,he served as a member of the Party Working Committee and the head of the Organization and Personnel Bureau of Shenzhen Guangming New District*(深圳市光明新區黨工委委員、組織人事局局長).From April 2013 to May 2014,he served as a standing committee member and
279、 the head of the Organization Department of the Shenzhen Nanshan District committee*(深圳市南山區委常委、組織部長).From May 2014 to February 2018,he served as the deputy secretary of the party committee(黨委副書記)of Guosen Securities Company Limited.Ms.WANG GuanMs.Wang,aged 38,is an independent non-executive Director
280、 of the Group and is currently a partner of Jingtian&Gongcheng.Ms.Wang graduated from Beijing Normal University with dual Bachelor degrees in Laws and Economics and obtained her Master of Law degree from New York University.Ms.Wang was admitted to the New York Bar Association in 2010 and was qualifi
281、ed to practice law in the Peoples Republic of China in 2013.In 2016,Ms.Wang obtained the China Securities Investment Fund Industry Practitioner Certificate.In 2022,she obtained the Qualification Certificate for Independent Directors of Listed Companies of Shenzhen Stock Exchange.Ms.Wang provides pro
282、fessional advice to national think tanks,including China Academy of Social Management and China Institute of Education and Social Development.Ms.Wang serves as the inaugural director of the Institute of Securities Law of Shenzhen Law Society,a member of the Securities Committee of the Shenzhen Lawye
283、rs Association,and a part-time arbitrator at the Shenzhen Labor and Personnel Dispute Arbitration Committee.Ms.Wang also teaches“Corporate Law and Commercial Law”course for postgraduates at The Chinese University of Hong Kong(Shenzhen).Ms.Wang has been serving as an independent director of Hynar Wat
284、er Group Co Ltd.(stock code:300961)and OFILM Group Co.,Ltd.(stock code:002456),both of which are listed on the Shenzhen Stock Exchange,since 14 October 2022 and 4 August 2023,respectively.Mr.CHEUK Ho KanMr.Cheuk,aged 37,is an independent non-executive Director of the Group.He obtained a degree of Ba
285、chelor of Commerce(Honours)in Accountancy from Hong Kong Baptist University in 2010.Mr.Cheuk has more than 10 years of experience in various areas including accounting,auditing,financial management,taxation,financing and corporate management.Mr.Cheuk is a member of the Hong Kong Institute of Certifi
286、ed Public Accountants and he is also a practicing accountant in Hong Kong.In 2013,he worked in the assurance department of BDO Limited.From 2013 to 2016,he worked in the assurance practice of PricewaterhouseCoopers Limited.From 2016 to 2018,Mr.Cheuk was a financial analyst at Merrill Corporation Hon
287、g Kong Limited(currently known as TOPPAN NEXUS LIMITED).Mr.Cheuk served as Senior Manager of Finance Department at Huarong Rongde(Hong Kong)Investment Management Company Limited from 2018 to 2019 and Vice President of Finance Department at China Huarong International Holdings Limited from 2020 to 20
288、21.*For identification purposes only Annual Report 2023 COOLPAD GROUP LIMITED33DIRECTORS AND SENIOR MANAGEMENTSenior ManagementMr.CHEN ZhihuiMr.Chen,aged 46,joined Coolpad in 2005 and is currently the general manager of the sales and service center.He is responsible for the management and operation
289、of the marketing,sales and service system.Mr.Chen graduated from China University of Geosciences,Wuhan with a bachelors degree in business administration.Mr.Chen has more than 20 years of experience in sales management.Prior to joining the Group,Mr.Chen served at some well-known multinational compan
290、ies such as Sony Ericsson Mobile Communications AB*(索尼愛立信移動通訊公司),Beijing Putian Taili Communication Technology Co.,Ltd*(北京普天太力通信科技有限公司)and Procter&Gamble(China)Co.,Limited*(寶潔（中國）有限公司),responsible for the sales and marketing.Mr.LIU ChaohuiMr.Liu,aged 50,joined Coolpad in March 2019 and is currently
291、the group vice president.He is responsible for the design,engineering,cost,investment attraction and operation of the industrial park.In 1996,he graduated from Southeast University,majoring in building management engineering,with a bachelors degree.Mr.Liu has obtained the title of senior engineer an
292、d the qualification of national registered cost engineer.From July 2020 to October 2013,Mr.Liu served as Shenzhen Regional Cost Control Director of Shenzhen Zhenye Group Co.,Ltd.He was responsible for the cost of companys real estate project and bidding and purchasing management.From November 2013 t
293、o March 2014,Mr.Liu served as the Deputy General Manager of the Cost Management Center of Shenzhen Yitian Group Co.He was responsible for the cost of companys real estate project and bidding and purchasing management.From March 2014 to February 2019,Mr.Liu served as the general manager and vice pres
294、ident of Shenzhen Kingkey Real Estate Co.,Ltd.He was responsible for the cost management of the companys real estate project.Save as disclosed above,as at the date of this report,none of the above Directors or senior management of the Company has any relationship with any Directors,senior management
295、,substantial or controlling shareholders of the Company as defined in the Listing Rules or hold any other position with the Company or any member of the Group.*For identification purposes onlyCOOLPAD GROUP LIMITED Annual Report 2023 34REPORT OF THE DIRECTORSThe Directors are pleased to present their
296、 report and the consolidated financial statements of the Group for the Year to the Shareholders.Principal ActivitiesThe principal activity of the Company is investment holding.The Group is principally engaged in the production and sale of mobile phones and accessories,the provision of wireless appli
297、cation services and leasing of properties.Starting from the second half of 2023,the Group has actively pursued opportunities in Web 3.0 digital currency business.Details of the principal activities of the Companys subsidiaries are set out in note 1 to the financial statements.Key Risks and Uncertain
298、tiesRisks and uncertainties involved in the business operations of the Group may affect the Groups financial conditions or growth prospects.The Group has been focusing on the control of risks and uncertainties with the aim of understanding and addressing the concerns of stakeholders.Key risk factors
299、 and uncertainties affecting the Group include profit risks,the risks of supply chain management and the risks of increased cost.The potential risks of improper marketing competition strategies arise from which the Companies may not be able to fully and correctly understand market trends and custome
300、r preferences.These factors are not exhaustive or comprehensive,and there may be other risks in addition to those shown above which are not known to the Group or which may not be material now but could become material in the future.Results,Dividends and DistributionThe Groups profit for the Year and
301、 the state of affairs of the Company and the Group on that date are set out in the financial statements on pages 54 to 160.Considering daily operation needs,the Directors do not recommend the payment of any final dividend for the Year.Annual General MeetingThe date of annual general meeting of the C
302、ompany will be stated in the notice of annual general meeting which will be dispatched in due course.Annual Report 2023 COOLPAD GROUP LIMITED35REPORT OF THE DIRECTORSSummary of Financial InformationThe following is a published summary of the consolidated financial results and of the consolidated ass
303、ets and liabilities of the Group for the last five financial years.ResultsYear ended 31 December20232022202120202019HK$000HK$000HK$000HK$000HK$000(Restated)Continuing Operations:Revenue307,363299,208665,380811,7571,858,090 (Loss)/profit before tax(234,015)(629,430)(556,009)(299,063)118,111Income tax
304、 credit/(expense)13,0233,782(16,367)(45,965)(3,299)(Loss)/profit for the year(220,992)(625,648)(572,376)(345,028)114,812Discontinued Operation:Loss for the year from a discontinued operation(48,800)(2,718)(220,992)(625,648)(572,376)(393,828)112,094 Attributable to owners of the Company(220,931)(625,
305、450)(572,376)(393,986)112,321 Property,Plant and EquipmentDetails of movements in the property,plant and equipment of the Group during the Year are set out in note 13 to the financial statements.Investment PropertiesDetails of movements in the investment properties of the Group are set out in note 1
306、4 to the financial statements.COOLPAD GROUP LIMITED Annual Report 2023 36REPORT OF THE DIRECTORSShare Capital and Share OptionsThe share option scheme of the Company(the“Share Option Scheme”)took effect on 23 May 2014 after an ordinary resolution to approve among others,the adoption of the same has
307、been passed by the Shareholders at the annual general meeting of the Company held on the same day.An option under the Share Option Scheme may be accepted by a participant within 28 days from the date of the offer of grant of the option.An option may be exercised in accordance with the terms of the S
308、hare Option Scheme at any time during a period to be determined and notified by the Directors to each grantee,which period may commence on a day upon which the offer for the grant of the option is accepted but shall end in any event not later than 10 years from the date of grant of the option subjec
309、t to the provisions for early termination thereof.Summary of the Share Option Scheme is set out in note 30 to the financial statements.The number of options available for grant under the scheme mandate of the Share Option Scheme at the beginning and the end of the financial year was 348,140,748 and
310、37,040,748,respectively.As at the date of this report,the total number of securities available for issue under the Share Option Scheme was 676,062,398 Shares(which represented approximately 4.13%of the issued share capital of the Company as at the date of this report),amongst which:(i)602,677,514 Sh
311、ares(which represented approximately 3.68%of the issued share capital of the Company as at the date of this report)represented the aggregate of(a)583,340,748 Shares,being the refreshed maximum number of Shares which may be issued upon exercise of all options to be granted under the Share Option Sche
312、me as approved by the Shareholders on 19 June 2020(the“Refreshed Scheme Mandate Limit”)and(b)the number of outstanding share options granted under the Share Option Scheme after the Refreshed Scheme Mandate Limit taking effect and as adjusted as a result of the completion of the Rights Issue;and(ii)7
313、3,384,884 Shares(which represented approximately 0.45%of the issued share capital of the Company as the at date of this report)represented the aggregate of(a)the number of share options previously granted under the Share Option Scheme prior to the Refreshed Scheme Mandate Limit taking effect;and(b)t
314、he number of outstanding share options granted under the Share Option Scheme prior to the Refreshed Scheme Mandate Limit taking effect and as adjusted as a result of the completion of the Rights Issue.The Company confirms that,among the grantees under the Share Option Scheme,save as disclosed herein
315、:(i)there are no participants with options granted in excess of the 1%individual limit;(ii)there are no employees working under employment contracts that are regarded as“continuous contracts”for the purposes of the Employment Ordinance;and(iii)there are no suppliers of goods or services.Annual Repor
316、t 2023 COOLPAD GROUP LIMITED37REPORT OF THE DIRECTORSThe following table discloses movements in the Companys share options outstanding during the Year:Name or category of participantNumber of share optionsDate of grant of share options Exercise period of share optionsExercise price of share options
317、Adjustedexerciseprice perShareClosing price of the Companys listed shares immediately before the grant date of options The weighted average closing price of the Companys listed shares for the five business days immediately preceding the date of grant As at 1 January 2023Granted during the periodExer
318、cised during the periodExpired/lapsed during the periodForfeited/cancelled during the periodAs at 31 December 2023HK$per ShareHK$per ShareHK$per ShareHK$per Share(Note 1)(Note 5)(Note 6)EmployeesIn aggregate granted on 13 Nov 2019163,235,292163,235,29213 November 201914 May 2020 to 13 May 2024(Note
319、3)0.22420.20600.2180.2242In aggregate granted on 13 Nov 201973,839,222454,33873,384,88413 November 201914 November 2020 to 13 November 2024(Note 2)0.22420.20600.2180.2242In aggregate granted on 8 Apr 2021245,070,5929,685,294235,385,2988 April 20219 April 2022 to 8 April 2026(Note 2)0.5100.46860.4900
320、.473In aggregate granted on 27 Dec 2023 320,000,000320,000,00027 December 202328 December 2024 to 27 June 2027 (Note 4)0.075N/A0.0590.056 Subtotal482,145,106 320,000,00010,139,632792,005,474 DirectorsIn aggregate granted on 13 Nov 2019Mr.Liang Rui32,647,06032,647,06013 November 201914 May 2020 to 13
321、 May 2024(Note 3)0.22420.20600.2180.2242Mr.Xu Yibo13,058,82413,058,82413 November 201914 May 2020 to 13 May 2024(Note 3)0.22420.20600.2180.2242Mr.Ma Fei8,705,8798,705,87913 November 201914 May 2020 to 13 May 2024(Note 3)0.22420.20600.2180.2242Mr.Lam Ting Fung Freeman (resigned on 18 Jan 2022)2,285,2
322、952,285,295Mr.Ng Wai Hung3,047,0603,047,06013 November 201914 May 2020 to 13 May 2024(Note 3)0.22420.20600.2180.2242Dr.Huang Dazhan(resigned on 18 Jan 2022)1,958,8241,958,824Mr.Xie Weixin(resigned on 21 Dec 2021)1,958,8241,958,824Mr.Chan King Chung(resigned on 30 Jun 2022)1,958,8241,958,824Mr.Guo Ji
323、nghui1,958,8241,958,82413 November 201914 May 2020 to 13 May 2024(Note 3)0.22420.20600.2180.2242 Subtotal67,579,41467,579,414 In aggregate granted on 8 Apr 2021Mr.Xu Yibo6,529,4126,529,4128 April 20219 April 2022 to 8 April 2026(Note 2)0.5100.46860.4900.473Mr.Ma Fei4,352,9404,352,9408 April 20219 Ap
324、ril 2022 to 8 April 2026(Note 2)0.5100.46860.4900.473 Subtotal78,461,76678,461,766 Total560,606,872 320,000,00010,139,632870,467,240 Notes to the reconciliation of share options outstanding during the Year:1.The vesting period of the share options is from the date of grant until the commencement of
325、the exercise period.2.For options granted with exercisable date determined based on the grant date of options,the first 25%of the total options can be exercised a year after the grant date,and each 25%of the total options will become exercisable in each subsequent year.3.For options granted with exe
326、rcisable date determined based on the grant date of options,the first 25%of the total options can be exercised half a year after the grant date,and each 25%of the total options will become exercisable in each subsequent year.4.For options granted with exercisable date determined based on the grant d
327、ate of options,the first 25%of the total options can be exercised a year after the grant date,and each 25%of the total options will become exercisable in each six months thereafter.5.The exercise price of a share option is the amount that the employee is required to pay to obtain each share under th
328、e option.6.The adjusted exercise price of a share option is the amount that the employee is required to pay to obtain each share under the Option adjusted due to the completion of the rights issue on 28 June 2021.7.The number of shares that may be issued in respect of options and awards granted unde
329、r all schemes of the issuer during the Year divided by the weighted average number of shares in issue for the Year is 6.05%.Details of movements in the Companys share capital and share options during the Year are set out in notes 29 and 30 to the financial statements,respectively.COOLPAD GROUP LIMIT
330、ED Annual Report 2023 38REPORT OF THE DIRECTORSShare Award PlanOn 3 March 2008,the Directors approved the adoption of a share award plan(the“Share Award Plan”)to recognise and reward the contribution of certain employees to the growth and development of the Group through an award of the Companys sha
331、res.The Share Award Plan became effective on 3 March 2008 and will remain in force for 10 years from that date.Accordingly,the Share Award Plan has expired on 10 March 2018.Please refer to the Companys announcement dated 3 March 2008 for further information on the Share Award Plan.The Group has appo
332、inted a trustee(the“Trustee”)for the purposes of administering the Share Award Plan.The Trustee was notified by the Directors in writing upon making of an award to an eligible employee under the Share Award Plan.Upon the receipt of such notice,the Trustee has set aside the appropriate number of awar
333、ded shares out of a pool of shares.The Trustee purchased in aggregate 19,024,000 shares of the Company at a total cost(including related transaction costs)of approximately HK$3,799,000 during the period from October 2008 to January 2009.As at the end of the year 2014,the Group had already awarded all the 19,024,000 shares of the Company to its directors or employees pursuant to the Share Award Pla
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