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1、CONTENTSCORPORATE INFORMATION2CHAIRMANS STATEMENT4FINANCIAL HIGHLIGHTS6MANAGEMENT DISCUSSION AND ANALYSIS7BIOGRAPHICAL DETAILS OF DIRECTORS,SUPERVISORS AND SENIOR MANAGEMENT16CORPORATE GOVERNANCE REPORT22REPORT OF THE BOARD OF DIRECTORS41REPORT OF THE SUPERVISORY COMMITTEE62ENVIRONMENTAL,SOCIAL AND
2、GOVERNANCE REPORT64INDEPENDENT AUDITORS REPORT83CONSOLIDATED STATEMENT OF PROFIT OR LOSS89CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME90CONSOLIDATED STATEMENT OF FINANCIAL POSITION91CONSOLIDATED STATEMENT OF CHANGES IN EQUITY93CONSOLIDATED STATEMENT OF CASH FLOWS94NOTES TO FINANCIAL STATEMENTS962
3、SHENZHEN DOBOT CORP LTDCORPORATE INFORMATIONBoard of DirectorsExecutive DirectorsMr.Liu Peichao(Chairman)Mr.Wang YongMr.Lang XulinNon-Executive DirectorMr.Jing LiangIndependent Non-Executive DirectorsMr.Li YibinMr.Ng Jack Ho WanDr.Hou LinglingSupervisorsMs.Wan Ying(Chairlady)Mr.Li LiuweiMs.Ma Jingxi
4、anJoint Company SecretariesMr.Wang YongMs.Ching Shuk Wah ShirleyAudit CommitteeMr.Ng Jack Ho Wan(Chairman)Mr.Li YibinMr.Jing LiangRemuneration and Appraisal CommitteeMr.Li Yibin(Chairman)Dr.Hou LinglingMr.Wang YongNomination CommitteeDr.Hou Lingling(Chairlady)Mr.Ng Jack Ho WanMr.Lang XulinStrategy C
5、ommitteeMr.Liu Peichao(Chairman)Mr.Li YibinMr.Wang YongAuthorised RepresentativesMr.Lang XulinMs.Ching Shuk Wah ShirleyAuditorsErnst&YoungCertified Public AccountantsRegistered Public Interest Entity Auditors27/F,One Taikoo Place979 Kings RoadQuarry BayHong KongLegal AdvisorsAs to Hong Kong laws:DeH
6、eng Law Offices(Hong Kong)LLP28/F,Henley Building5 Queens Road CentralHong KongAs to PRC law:AllBright Law Offices(Shenzhen)21,22,23/F,Tower 1,Excellence Century CenterFuHua 3 RoadFutian District,ShenzhenPRCCompliance AdvisorGuotai Junan Capital Limited26/F-28/F,Low BlockGrand Millennium Plaza181 Qu
7、eens Road CentralHong Kong3Annual Report 2024 CORPORATE INFORMATIONRegistered Office and headquarters in the PRCRoom 1003,Building 2Chongwen Park,Nanshan Smart ParkNo.3370 Liuxian AvenueFuguang Community,Taoyuan Sub-districtNanshan DistrictShenzhenPRCPrincipal Place of Business in Hong Kong40/F,Dah
8、Sing Financial Centre248 Queens Road EastWan ChaiHong KongPrincipal BankAgricultural Bank of China LimitedThe University City Branch1/F,Building 2,SangtaidanhuaNo.1 Pingshan RoadNanshan DistrictShenzhenPRCHong Kong H Share Registrar and Transfer OfficeComputershare Hong Kong Investor Services Limite
9、dShop 17121716,17th FloorHopewell Centre183 Queens Road East,Wan ChaiHong KongStock NameDOBOTStock Code2432Companys Websitehttp:/ respect to Chinese version)http:/www.dobot- respect to English version)4 SHENZHEN DOBOT CORP LTDCHAIRMANS STATEMENTDear Shareholders,I am pleased to present our annual re
10、port for the year ended 31 December 2024 to the shareholders.Over the past year,the global collaborative robotics industry has continued its steady evolution,with embodied intelligence emerging as an industry consensus.DOBOTs dual-wheel drive strategy of“Cobot Intelligent Upgrade+Embodied AI Robot I
11、nnovation”has achieved remarkable progress,enabling us to meet our business targets with strong operational performance.STRENGTHENING TECHNOLOGICAL FOUNDATIONS TO ACCELERATE THE DEVELOPMENT OF GLOBAL MARKETSDOBOT maintains full-stack in-house R&D in robotics technology,with continuous breakthroughs
12、in core technologies,including safety systems,operational stability,autonomous mobility,and AI integration.More than 90%of our core components are self-developed with up to 100%domestic substitution capability.By the end of 2024,we had shipped over 80,000 collaborative robots across over 80 countrie
13、s and regions,ranking the 1st in China and the 2nd globally.With expertise accumulated from over 200 industrial application scenarios,DOBOT has accelerated cross-sector deployment of collaborative robots,achieving significant breakthroughs in commercial and medical fields.Our solutions now span the
14、global manufacturing,commercial retail,medical surgeries,health rehabilitation,and scientific research and education,forming a complete“technology-scenario-market”ecosystem.5Annual Report 2024 CHAIRMANS STATEMENTFOCUSING ON CORE COMPETITIVENESS WITH BREAKTHROUGHS IN EMBODIED INTELLIGENCEAt DOBOT,our
15、 technological leadership is anchored in a unique four-pillar strategic capability system:full-stack self-developed capabilities,innovative product definition expertise,scalable industrial engineering,and global market networks.In 2024,we launched DOBOT X-Trainer,Chinese first AI empowered cobot pla
16、tform,establishing DOBOT as the global pioneer in commercializing AI-integrated collaborative robots.Built upon high-performance cobots and enhanced by AI algorithms,the X-Trainer has been deployed at multiple leading manufacturing enterprises.We further unveiled DOBOT Atom,the worlds first full-siz
17、e embodied intelligent humanoid robot capable of“dexterous manipulation+straight-knee bipedal locomotion”.It not only features human-like dexterous hand manipulation abilities but also achieves straight-knee walking,realizing high-level coordinated motion control between upper and lower limbs with i
18、ndustrial-grade operational capabilities.This marks a significant technological breakthrough for the company in the humanoid robotics field,demonstrating its successful resolution of integrated control challenges spanning from robotic“arms”to“feet”.DELIVERING EXCELLENCE THROUGH HIGH-QUALITY PRODUCTS
19、 AND SERVICESWith a decade of industry expertise and technological innovation,DOBOT has established a comprehensive quality control system spanning R&D,production,and after-sales service,continuously enhancing market competitiveness.Our rigorous standards have been validated by leading global custom
20、ers over 80 Fortune 500 companies have adopted DOBOTs cobots by the end of 2024.We remain unwavering in our commitment to exceptional product performance and quality,ensuringreliability,durability and safety become every users tangible experience.Moving forward,DOBOT will continue to create tangible
21、 value through cutting-edge technology and drive high-quality growth,thereby fulfilling societys expectations.With an unyielding spirit,DOBOT will remain dedicated to exploring and conquering new frontiers in intelligent robotics innovation.Best regards,Liu PeichaoChairman of the Board,Executive Dir
22、ector and General ManagerSHENZHEN DOBOT CORP LTDShenzhen,the PRC,24 March 20256 SHENZHEN DOBOT CORP LTDFINANCIAL HIGHLIGHTSFor the year ended 31 December2024202320222021RMB000RMB000RMB000RMB000 RUSULTSRevenue373,678286,749241,013174,314 Cost of sales(199,699)(161,905)(142,796)(86,234)Gross profit173
23、,979124,84498,21788,080Loss before income tax(94,019)(89,800)(52,612)(25,291)Income tax(expense)/credit(1,344)(13,481)135(16,465)Loss for the year attributable to owners of the Company(95,363)(103,281)(52,477)(41,558)Loss for the year(95,363)(103,281)(52,477)(41,756)Diluted loss per share(expressed
24、in RMB per share)(0.26)(0.29)(0.15)(0.13)As at 31 December2024202320222021RMB000RMB000RMB000RMB000 ASSETS AND LIABILITIESTotal assets1,495,208734,888925,420665,085Total liabilities527,919361,585470,386349,434 Total equity967,289373,303455,034315,651 7Annual Report 2024 MANAGEMENT DISCUSSION AND ANAL
25、YSISI.BUSINESS REVIEWIn 2024,the Group steadily advanced the business strategy of“product innovation and marketing”.While continuing to invest more in research and development plus marketing,the Group optimized operational efficiency in an all-round way,which contributed to a significant improvement
26、 in operating loss.The overall revenue of the Group was RMB373.7 million,an increase of 30.3%over 2023;the net loss in 2024 was RMB95.4 million,a decrease of 7.6%over 2023;and the adjusted net loss in 2024 was RMB36.5 million,a decrease of 55.4%over 2023.Being a technology-driven product company,DOB
27、OT achieved leapfrog development in 2024 through the four dimensions of technology research and development,product and application innovation,globalization and capital operation.Centering on the core strategy of“embodied AI”and leveraging the advantages in technologies,products and application scen
28、arios,the Company has been striving to strengthen the digital and intelligent upgrading and innovation of the global manufacturing and create new application scenarios in the fields of retail,medical surgeries and physiotherapy.Currently,the Company has been a benchmark for“new quality productive fo
29、rces”in pursuit of high-quality development in China.1.Technological breakthroughs and national key R&D projectsCapitalizing on interdisciplinary self-developed capabilities,the Company has become one of the few players with proprietary full-stack technologies in the global cobot industry spanning t
30、he entire cobot development cycle and covering all key aspects,including cobot design and manufacturing,key components development,controller system development,key algorithm formulation and iteration,versatile cobot deployment for different tasks,and AI capability development.In July 2024,the Compa
31、ny spearheaded a technological breakthrough of“precision assembly of flexible connectors”,and launched a solution to the assembly of a vision-guided fingertip-controlled flexible connector.The precision assembly of 3C electronic devices at micron level,a major technological breakthrough in the autom
32、ated operation of“robots instead of human”,pushed forward the scale application of robots in 3C electronics intelligent manufacturing,precision assembly and other fields.In November 2024,the national key R&D program project“Multi-Robot Flexible Integrated Manufacturing System with Power Battery Grou
33、p and Application Demonstration”under the“Intelligent Robots”key special project,led by the Company,successfully passed its mid-term inspection.The project completed interface design and integration testing between unit workstations and production lines,and finalized the design schemes for three fle
34、xible multi-robot manufacturing production lines for power batteries.The National Key R&D Program represents one of Chinas highest-level scientific research initiatives,addressing critical core issues concerning national strategic needs and socioeconomic development.As at 31 December 2024,the Compan
35、y has led and participated in 2 national key R&D program projects,maintaining its leadership in cutting-edge intelligent robotics technology development.In 2024,the Company has participated in drafting three national standards for industrial robots and was recognized as the“Guangdong Province Single
36、 Champion Enterprise of Manufacturing Industry”.As at 31 December 2024,the Company had a total of 1,067 authorized intellectual property rights,including 709 invention patents,utility model patents and design patents.8 SHENZHEN DOBOT CORP LTDMANAGEMENT DISCUSSION AND ANALYSIS2.Product and applicatio
37、n innovation and commercialization of embodied AI robotsAs at 31 December 2024,the Company offered a total of 27 cobot models in four series with payload capacity ranging from 0.25kg to 20kg.With a comprehensive product matrix designed for a wide range of usage scenarios,the Companys cobots have bee
38、n extensively used in automotive,3C electronics,new energy,metal processing,food and beverage,healthcare,scientific research and education,retail,agriculture and other fields,serving more than 80 Fortune Global 500 companies around the world.This provides key support for the digital and intelligent
39、upgrading and innovation of global manufacturing.The Company offers safer,intelligent and efficient cobot solutions to industries such as commercial retail,medical surgeries and physiotherapy,opening a world of automation where everything collaborates.(1)Six-axis cobotsThe Companys CR series of six-
40、axis cobots boast mature applications in industrial scenarios such as palletizing,loading and unloading,disordered sorting,gluing,quality inspection,assembly,handling,PCB insertion,grinding and polishing,and screw locking.Drawing on the CR series industry-leading performance and technical support re
41、sponse,the Company is the first in the industry to deliver over 200 surgical robots.The Company has established presence in world-renowned medical laboratories and hospital laboratory,serving a variety of physiotherapy and rehabilitation institutions and leading the innovation of medical laboratory
42、automation.Nova,a cobot specially designed for the commercial sector,has advantages of superior performance,ultra-lightweight body design,high-precision long reach,convenience of no-threshold operation,and multiple safety protection measures.Tailored to the application needs of commercial scenarios,
43、Nova is widely used in physiotherapy,catering,retail,hotels,ports and airports,public services,and other fields.The Company has delivered a batch of Nova cobots for integrating customers moxibustion and massage workstations.The workstations not only reduce the reliance on traditional physiotherapist
44、s,but also considerably improve the quality and efficiency of physiotherapy services with the intelligent human-robot interaction technology and safety technology,as well as the 0.05mm industrial-grade repeatable positioning accuracy and 850mm working radius.(2)Four-axis cobotsThe Companys four-axis
45、 cobots include the M1 and MG series for manufacturing and the Magician series for scientific research and education.By dint of its accurate positioning,efficient operation and high cost-effective advantages,the Companys four-axis cobots have set up a technology benchmark for domestic four-axis cobo
46、ts.Covering the two core scenarios of manufacturing and scientific research and education,the Companys four-axis cobots have been widely used in 3C electronics,automotive parts,medical and healthcare,packaging and logistics,and other sectors,and won the trust and praise of numerous customers.9Annual
47、 Report 2024 MANAGEMENT DISCUSSION AND ANALYSIS(3)Integrated cobotsThe Companys integrated cobots include palletizing cobots for the industrial sector,vocational training cobots for the scientific research and education sector,and robot coffee workstations for the commercial retail sector.In May 202
48、4,the Company officially debuted the DOBOT Coffee making cobots,which automates the entire process from scanning Quick Response Code to place orders to getting coffee based on integrating high-precision cobots with the advanced AI technology.The coffee station operates flexibly even in confined spac
49、es and supports 24-hour continuous production,doubling the business value for retail merchants.(4)X-Trainer:An Embodied AI CobotIn April 2024,the Company launched X-Trainer,the industrys first AI-empowered cobot platform.Built upon high-performance cobots,this innovation breaks through the integrati
50、on of cobot technology with multimodal perception,embodied data,and end-to-end models.By adopting an“imitation learning strategy”,X-Trainer enhances robotic autonomous learning and operational efficiency,achieving seamless integration of vision,auditory,cognition,and action.This empowers AI cobots w
51、ith“high-level intelligence”,enabling them to perform diverse tasks with greater efficiency and precision.Through AI-driven models,X-Trainer realizes autonomous task execution and has been deployed in manufacturing,scientific research,and education,becoming the worlds first commercialized AI cobot.3
52、.GlobalizationThe Company has established global presence in the cobot field and sold to more than 80 countries and regions with cumulative cobots over 80,000 units.The Company has set up subsidiaries and localized teams in the US,Germany and Japan to penetrate international markets.Relying on the f
53、ull life-cycle service team composed of local engineers and business elites,the Company deeply understands the local market demand,and provides timely and efficient technical support and after-sales services.The Company constructs a full chain of localized operation system from pre-sales consultatio
54、n to after-sales support,to improve delivery efficiency with local warehouses.These initiatives not only consolidate the Companys leadership in the global cobot field,but also lay a solid foundation for the Companys sustainable development and global market expansion.4.Capital market milestoneOn 23
55、December 2024,the Company was listed on the Main Board of The Stock Exchange of Hong Kong Limited(the“Stock Exchange”)as the“first cobot company in China”,becoming the third specialized technology company listed on the Stock Exchange under Chapter 18C of the Rules Governing the Listing of Securities
56、 on The Stock Exchange of Hong Kong Limited(the“Listing Rules”).10 SHENZHEN DOBOT CORP LTDMANAGEMENT DISCUSSION AND ANALYSISThe net proceeds from the financing will be used for the research and development of cutting-edge technologies of intelligent cobots,upgrading of production lines and manufactu
57、ring capabilities,strategic alliances,investment and acquisition opportunities,and building of overseas sales channels as well as working capital and other general purposes.II.OUTLOOKWe will expand the intelligent presence of cobots with the dual-wheel drive of“Cobot Intelligent Upgrade+Embodied AI
58、Robot Innovation”.On this basis,we will strategically push forward embodied AI robot innovation to build a new paradigm of human-robot collaboration.Specifically,we will focus on the following:1.Enhancing Technological R&D and Product InnovationFocusing on the core characteristics of cobots safety,u
59、ser-friendliness,adaptability,and ecosystem compatibility we will intensify efforts in advancing technological research and product innovation.Safety,as the foundation for human-robot collaboration,will be ensured through continuous improvements in vision sensor technology,force feedback control sys
60、tems,and emergency stop mechanisms.For ease of use,we adopt modular designs enabling“plug-and-play”rapid deployment,coupled with intuitive user interfaces to reduce users learning costs and minimize training requirements for non-specialists.Adaptability is reflected in the robots ability to adapt to
61、 multiple working scenarios,which drive us to continuously refine mechanical structure designs,allowing robots to handle more complex tasks.Meanwhile,we are committed to building an open ecosystem that promotes compatibility and collaboration across brands,technologies,and equipment,maximizing the r
62、esource utilization.To further promote industry development,we will focus on optimizing the performance of core components such as servo motors,reducers,and controllers,aiming to reduce costs and improve efficiency.Additionally,by integrating artificial intelligence(AI)technology,we will enhance the
63、 intelligence level of robots,allowing them to have better ability to learning and making decisions.Responding to changes in market demands,we will launch robots products with higher payload capacities and faster task cycles,so as to cater to diversified demands from industries of industrial manufac
64、turing,smart logistics and healthcare.These initiatives will not only promote the advancement of robotic technologies but also deliver enhanced productivity and superior user experiences across sectors.2.Deepening overseas presenceThe Company will intensify its efforts in overseas markets by expandi
65、ng and deepening its global sales network,to further expand and consolidate its international business landscape.For this purpose,we will prioritize strengthening strategic cooperation with quality distributors,particularly in key overseas markets,and establish solid partnerships with them,to enhanc
66、e market penetration and brand recognition.Meanwhile,we will further strengthen the operational capabilities of our localized teams and cultivate professionals with international perspectives,to familiarize themselves with the unique needs and cultural differences of each regional market.Furthermore
67、,we will carry out online and offline marketing activities.Combining these activities with digital means and innovative communication methods,we will convey the brands core values and technological advantages to the global user community for greater international influence.11Annual Report 2024 MANAG
68、EMENT DISCUSSION AND ANALYSIS3.Comprehensive Strategic Layout of Embodied AI RobotsWith the rapid advancement of artificial intelligence(AI)technology,major global economies have introduced policies to drive progress in embodied intelligence.On 5 March 2025,China for the first time included“embodied
69、 intelligence and intelligent robots”in the Government Work Report,marking these fields as key national strategic priorities.Concurrently,technology companies are intensifying investments and R&D efforts in embodied AI to secure leadership in cutting-edge technologies.Leveraging its deep expertise i
70、n collaborative robotics and diverse application scenarios,the Company will implement a comprehensive strategy encompassing the core technologies of Embodied AI robots “Cognitive AI System(Brain)+Motion Control Module(Cerebellum)+Physical Embodiment”to achieve:Precise Environmental Perception and Ma
71、pping,Autonomous Decision-Making,Adaptive Learning&Evolution.Also,we will keep learning from actual interactive experience and make progress,addressing growing diversified needs across industrial and consumer domains and delivering more efficient and intelligent services to the social community.III.
72、FINANCIAL REVIEWOperating resultsIn 2024,the revenue of the Group amounted to RMB373.7 million,representing an increase of 30.3%as compared to RMB286.7 million in 2023,primarily due to the increase in sales volume of six-axis cobots and integrated cobots driven by the increasing demand from industri
73、es of manufacturing,retail,healthcare,STEAM education and scientific research.Revenue from principal businessThe following table illustrates the details of sales by products of the Group for the two years ended 31 December 2024 and 31 December 2023 respectively:20242023RMB000%of TotalRMB000%of Total
74、 Six-axis cobots208,88855.9134,29946.8 Four-axis cobots95,83725.799,52334.7 Integrated cobots56,54715.134,30612.0 Others12,4063.318,6216.5 Total373,678100.0286,749100.0 12 SHENZHEN DOBOT CORP LTDMANAGEMENT DISCUSSION AND ANALYSISRevenue from sales of six-axis cobotsFor the Year,the Groups revenue fr
75、om sales of six-axis cobots was approximately RMB208.9 million(2023:RMB134.3 million),representing an increase of approximately 55.5%as compared to the previous year.On one hand,the increase was a result of the increasing demand for our cobot in applications across industries of manufacturing,retail
76、,healthcare,STEAM education and scientific research.On the other hand,we continued to launch new six-axis robots,enriching our product matrix and expanding respective robot functions and usage applications.Revenue from sales of four-axis cobotsFor the Year,the Groups revenue from sales of four-axis
77、cobots was approximately RMB95.8 million(2023:RMB99.5 million),representing a decrease of approximately 3.7%as compared to the previous year due to our strategic adjustment of product portfolio for STEAM education to six-axis cobots.Revenue from sales of integrated cobotsFor the Year,the Groups reve
78、nue from sales of integrated cobots was approximately RMB56.5 million(2023:RMB34.3 million),representing an increase of approximately 64.7%as compared to the previous year as a result of the increased sales in integrated cobot of palletizing and welding for manufacturing,and autonomous coffee statio
79、n for retail business.Revenue from the sales of products by application settings20242023RMB000%of TotalRMB000%of Total Industrial199,98953.7151,18152.9Education146,50939.4122,38442.8Commercial25,5776.912,1064.3 Total372,075100.0285,671100.0 Revenue in industrial settingsOur revenue from industrial s
80、ettings increased by 32.3%from RMB151.2 million in 2023 to RMB200.0 million in 2024,primarily due to the increase in sales volume of cobots for industrial settings driven by the steady increase in demand from our targeted markets and customers,as well as the continual enhancements in the functions a
81、nd use cases of our cobots.13Annual Report 2024 MANAGEMENT DISCUSSION AND ANALYSISRevenue in education settingsOur revenue from education settings increased by 19.7%from RMB122.4 million in 2023 to RMB146.5 million in 2024,primarily due to the increase in sales volume of cobots for education setting
82、s including six-axis cobot for STEAM education launched in 2023,as we further improved our market penetration to with relevant products.Revenue in commercial settingsOur revenue from commercial settings increased by 111.6%from RMB12.1 million in 2023 to RMB25.6 million in 2024,primarily due to the l
83、aunch of new products,such as autonomous coffee station,and the increase in the sales volume of cobots for commercial settings as we secured more contracts from the food and beverage market.Gross profit and gross profit marginIn 2024,the gross profit of the Group amounted to RMB174.0 million,represe
84、nting an increase of 39.4%as compared to RMB124.8 million in 2023.The gross profit margin was 46.6%in 2024,representing an increase of 3.1 percentage points as compared to 43.5%in 2023.Without considering the impact of write-down of inventories recorded in cost of sales,the gross profit margin remai
85、ned stable at 49.5%in 2024.Cost of salesFor the Year,the Groups cost of sales was approximately RMB199.7 million(2023:RMB161.9 million),representing an increase of approximately 23.3%as compared to the previous year,mainly due to the increase of the sales volume of our six-axis cobots and integrated
86、 cobots.Capital expendituresDuring the Year,the Groups capital expenditures were approximately RMB14.6 million(2023:RMB82.9 million),representing a decrease of approximately 82.4%as compared to the previous year.The decrease was mainly due to the acquisition of Qingdao production facility in 2023.Ot
87、her income and gainsDuring the Year,the Groups other income and gains were approximately RMB41.3 million(2023:RMB43.8 million),representing a decrease of approximately 5.7%as compared to the previous year.The decrease was mainly due to the decrease in investment income from financial assets at fair
88、value through profit and loss.14 SHENZHEN DOBOT CORP LTDMANAGEMENT DISCUSSION AND ANALYSISSelling and distribution expensesFor the Year,the Groups selling and distribution expenses were approximately RMB138.0 million(2023:RMB127.4 million),representing an increase of approximately 8.3%as compared to
89、 the previous year.The increase was mainly due to the increased compensation to sales personnel and technical engineers as we strengthened our localization sales strategy in overseas markets.Administrative expensesIn 2024,the administrative expenses of the Group increased by 67.2%to RMB88.8 million
90、from RMB53.1 million in 2023,primarily due to the listing expense of RMB32.6 million occurred in 2024.Research and development expensesThe Groups research and development expenses were approximately RMB71.8 million during the Year(2023:RMB70.5 million),representing an increase of approximately 1.8%a
91、s compared to the previous year.The slight increase in R&D expenses was the net result of the increased efficiency in the research and development of collaborative robots and new investment in embodied AI robots.Financial costsDuring the Year,the Groups financial costs remained stable at RMB1.8 mill
92、ion in 2024(2023:RMB2.0 million).Financial costs primarily comprised interest on bank borrowings,and interest on lease liabilities.Income tax expensesThe income tax expense decreased from RMB13.5 million in 2023 to RMB1.3 million in 2024,mainly due to the subsidiarys tax obligations arising from gov
93、ernment subsidies in 2023.Net lossFor the Year,the Groups net loss was approximately RMB95.4 million(2023:RMB103.3 million),representing a decrease of approximately 7.6%as compared to the previous year.15Annual Report 2024 MANAGEMENT DISCUSSION AND ANALYSISNon-IFRS measureTo supplement our consolida
94、ted financial statements which are presented in accordance with the IFRSs,we also use adjusted net loss(non-IFRS measure)as additional financial measure,which is not required by,or presented in accordance with,the IFRSs.We believe that such non-IFRS measure facilitate comparisons of operating perfor
95、mance from period to period and company to company by eliminating potential impacts of certain items and provides useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as they help our management.However,our presentation
96、of adjusted net loss(non-IFRS measure)may not be comparable to similarly titled measures presented by other companies.The use of such non-IFRS measure has limitations as an analytical tool,and you should not consider them in isolation from,or as substitute for analysis of,our results of operations o
97、r financial condition as reported under the IFRSs.We define adjusted net loss(non-IFRS measure)as loss for the Year adjusted for share-based payments expenses and listing expenses.Listing expenses are related to the global offering.Share-based payment expenses are non-cash expenses arising from gran
98、ting restricted share units and options to senior management and employees.The following table sets out a reconciliation from adjusted net loss(non-IFRS measure)to loss for the Year which is presented in accordance with the IFRSs.20242023RMB000RMB000 Loss for the Year(95,363)(103,281)Add:Share-based
99、 payment expenses26,35621,464 Listing expenses32,554Adjusted net loss(non-IFRS measure)(36,453)(81,817)Adjusted net loss(non-IFRS measure)loss for the Year attributable to equity shareholders of the Company amounted to RMB36.5 million,representing a decrease of 55.4%as compared to RMB81.8 million in
100、 2023 resulted from the increase in revenue and operating efficiency.Financial conditionShareholders equity increased from RMB373.3 million as at 31 December 2023 to RMB967.3 million as at 31 December 2024,mainly due to the combined effect of the loss of RMB95.4 million in 2024,the increase of RMB66
101、2.8 million in share capital and share premium due to the initial public offering in 2024,and share based payment of RMB26.4 million in 2024.16 SHENZHEN DOBOT CORP LTDBIOGRAPHICAL DETAILS OF DIRECTORS,SUPERVISORS AND SENIOR MANAGEMENTEXECUTIVE DIRECTORSMr.Liu Peichao(劉培超)(“Mr.Liu”),aged 38,is our ch
102、airman of the Board,executive Director and general manager of our Company,and was appointed as an executive Director and general manager of our Company in July 2015.Mr.Liu is primarily responsible for the overall strategic planning,business direction and management of our Group.Mr.Liu has also serve
103、d as a director in certain subsidiaries of our Company.Mr.Liu has ten years of experience in the robot industry.Mr.Liu was awarded the Shenzhen New Industry Leader(深圳行業領袖新青年)by the Shenzhen General Chamber of Commerce(深圳市工商業聯合會(總商會)in September 2022,the China Youth Entrepreneurship Award(中國青年創業獎)by
104、the Ministry of Human Resources and Social Security of the Peoples Republic of China(中華人民共和國人力資源和社會保障部)in November 2021 and the Shenzhen Municipal Leading Talent(深圳市地方級領軍人才)by the Shenzhen Municipal Government in July 2020.He was selected as one of the 2019 Shenzhen Top 10 Small and Medium-sized Ent
105、erprise Entrepreneurial Talents by the Shenzhen Small and Medium-sized Enterprises Development Promotion Association(深圳市中小企業發展促進會)in November 2019,and the Technological Innovation and Entrepreneurial Talents of the Innovation Talent Advancement Program(創新人才推進計劃科技創新創業人才)by the Ministry of Science and
106、 Technology of the Peoples Republic of China(中華人民共和國科學技術部)in June 2019.Mr.Liu obtained a bachelors degree in mechanical design&manufacturing and automation from Shandong University(山東大學)in the PRC in June 2011.Mr.Liu further obtained a masters degree in mechanical engineering from Shandong Universit
107、y in June 2014.Mr.Wang Yong(王勇)(“Mr.Wang”),aged 45,is our executive Director,chief financial officer,Board secretary and joint company secretary.Mr.Wang joined our Company in August 2022 and was appointed as an executive Director in December 2022.Mr.Wang is primarily responsible for the overall stra
108、tegic planning,Board and capital market,financial and accounting affairs of our Group.Mr.Wang has more than 23 years of experience in corporate governance and finance.Prior to joining our Company,from October 2014 to August 2021,Mr.Wang successively served as a vice general manager,board secretary a
109、nd chief financial officer in Antel Intelligent Technology Corp.,Ltd.(深圳市道通科技股份有限公司),whose shares are listed on the Shanghai Stock Exchange(stock code:688208).From September 2002 to September 2014,Mr.Wang successively served as an auditor,senior auditor,manager and senior manager in Ernst&Young Hua
110、Ming LLP(安永華明會計師事務所(特殊普通合夥).During his employment in Ernst&Young Hua Ming LLP,from October 2007 to March 2009,Mr.Wang participated in Ernst&Youngs global exchange program and worked at Ernst&Youngs Milwaukee office in the United States.From July 2001 to September 2002,Mr.Wang served as a financial a
111、ccountant in Shenzhen SDG Information Co.,Ltd.(深圳市特發信息股份有限公司),whose shares are listed on the Shenzhen Stock Exchange(stock code:000070).Mr.Wang obtained a bachelors degree in investment economics from Southwestern University of Finance and Economics (西南財經大學)in July 2001.17Annual Report 2024 BIOGRAPH
112、ICAL DETAILS OF DIRECTORS,SUPERVISORS AND SENIOR MANAGEMENTMr.Lang Xulin(郎需林)(“Mr.Lang”),aged 36,is our executive Director and chief scientist.Mr.Lang joined our Company in July 2015 and was appointed as an executive Director in September 2016.Mr.Lang is primarily responsible for the overall strateg
113、ic planning,business direction,R&D and management of our Group.Mr.Lang has also served as a director in certain subsidiaries of our Company.Mr.Lang has more than ten years of experience in the robot industry.Prior to founding our Company with Mr.Liu,from July 2014 to July 2015,Mr.Lang served as an e
114、ngineer in Shenzhen Inovance Technology Co.,Ltd.(深圳市匯川技術股份有限公司),whose shares are listed on the Shenzhen Stock Exchange(stock code:300124).Mr.Lang obtained a bachelors degree in mechanical design&manufacturing and automation from Shandong University in the PRC in June 2011.Mr.Lang obtained a masters
115、degree in mechanical design and theories from Shandong University in June 2014.NON-EXECUTIVE DIRECTORMr.Jing Liang(景亮)(“Mr.Jing”),aged 45,is a non-executive Director.Mr.Jing was assigned by Qianhai Equity Investment Fund(Limited Partnership)(前海股權投資基金(有限合夥)to join our Company as a non-executive Direc
116、tor in April 2020.Mr.Jing is primarily responsible for providing guidance on overall strategic planning,corporate governance and business direction of our Group.Mr.Jing has worked in Qianhai Fangzhou Asset Management Co.,Ltd.(前海方舟資產管理有限公司),Shenzhen Oriental Fortune Capital Co.,Ltd.(深圳市東方富海投資管理有限公司)a
117、nd China Southern Asset Management Co.,Ltd.(南方基金管理有限公司).Mr.Jing obtained a masters degree in finance and management from Loughborough University in England,the United Kingdom in December 2009.18 SHENZHEN DOBOT CORP LTDBIOGRAPHICAL DETAILS OF DIRECTORS,SUPERVISORS AND SENIOR MANAGEMENTINDEPENDENT NON
118、-EXECUTIVE DIRECTORSMr.Li Yibin(李貽斌)(“Mr.Li”),aged 64,is an independent non-executive Director.Mr.Li joined our Company in December 2022 and was appointed as an independent non-executive Director in December 2022.Mr.Li is primarily responsible for providing independent advice on the operations and m
119、anagement of our Group.Mr.Li has served as(i)an independent director in Siasun Robot&Automation Co.,Ltd.(瀋陽新松機器人自動化股份有限公司),a limited liability company engaging in robotics and automation equipment,whose shares are listed on the Shenzhen Stock Exchange(stock code:300024),since January 2022,(ii)an ind
120、ependent director in CITIC Heavy Industries Co.Ltd.(中信重工機械股份有限公司),a limited liability company engaging in heavy mechanical equipment business,whose shares are listed on the Shanghai Stock Exchange(stock code:601608),since November 2020,(iii)the chairman of the supervisory committee in Shandong Deshe
121、ng Robot Co.,Ltd.(山東德晟機器人股份有限公司),a limited liability company engaging in intelligent equipment and systems business,since June 2018,and(iv)a supervisor in Shandong Youbaote Intelligent Robotics Co.,Ltd.(山東優寶特智能機器人有限公司),a limited liability company engaging in bionic family service robots and mine inf
122、ormatization business,since January 2014.From September 2019 to February 2023,Mr.Li served as an independent director in Cosonic Intelligent Technologies Co.,Ltd.(佳禾智慧科技股份有限公司),a limited liability company engaging in smart electroacoustic products and smart wearable products business whose shares ar
123、e listed on the Shenzhen Stock Exchange(stock code:300793).Furthermore,Mr.Li has served as a professor in Shandong University since September 2003.Prior to that,from August 1982 to July 2003,Mr.Li successively served as a lecturer,vice professor and professor in Shandong University of Science and Te
124、chnology(山東科技大學)(formerly known as the Shandong Institute of Mining and Technology(山東礦業學院).Mr.Li has been serving as the president of the council of Shandong Automation Society(山東省自動化學會)since July 2018.Mr.Li obtained a bachelors degree in industrial automation from Tianjin University(天津大學)in the PRC
125、 in July 1982.Mr.Li obtained a masters degree in mining electrification and automation from Shandong University of Science and Technology(山東科技大學)(formerly known as the Shandong Institute of Mining and Technology(山東礦業學院)in July 1990.19Annual Report 2024 BIOGRAPHICAL DETAILS OF DIRECTORS,SUPERVISORS A
126、ND SENIOR MANAGEMENTMr.Ng Jack Ho Wan(吳浩雲)(“Mr.Ng”),aged 48,is an independent non-executive Director.Mr.Ng joined our Company in May 2024 and was appointed as an independent non-executive Director in May 2024.Mr.Ng is primarily responsible for providing independent advice on the operations and manag
127、ement of our Group.Mr.Ng has served as(1)an independent non-executive director in Cheshi Technology Inc.(車市科技有限公司),whose shares are listed on the Stock Exchange(stock code:1490),since December 2020,(2)an independent non-executive director in HM International Holdings Limited,whose shares are listed
128、on the Stock Exchange(stock code:8416),since December 2016,and(3)the managing director in Jack H.W.Ng CPA Limited(吳浩雲會計師行有限公司)since June 2013.Prior to that,from June 2018 to July 2021,Mr.Ng served as an independent non-executive director in Zhejiang Cangnan Instrument Group Company Limited(浙江蒼南儀錶集團股
129、份有限公司),whose shares were previously listed on the Stock Exchange.From March 2001 to October 2012,Mr.Ng worked in KPMG in Hong Kong with the last position as partner.From September 1997 to February 2001,Mr.Ng worked in PricewaterhouseCoopers LLP in Canada.Mr.Ng obtained a bachelors degree in business
130、 administration from Simon Fraser University in Canada in May 2000.In addition,Mr.Ng has obtained the qualification of(1)Chartered Financial Analyst(CFA)accredited by CFA Institute since September 2007,(2)Certified Information Systems Auditor accredited by the Information Systems Audit and Control A
131、ssociation since January 2007,(3)Financial Risk Manager accredited by the Global Association of Risk Professionals since November 2004,(4)Certified Public Accountant of Hong Kong Institute of Certified Public Accountants since September 2003,and(5)Chartered Professional Accountant(CPA,CA)accredited
132、by the Chartered Professional Accountants of Canada since February 2001.Dr.Hou Lingling(侯玲玲)(“Dr.Hou”),aged 49,is an independent non-executive Director.Dr.Hou joined our Company in December 2022 and was appointed as an independent non-executive Director in December 2022.Dr.Hou is primarily responsib
133、le for providing independent advice on the operations and management of our Group.Dr.Hou has served as an arbitrator of Dongguan Arbitration Commission(東莞仲裁委員會)since April 2022 and Shenzhen Court of International Arbitration(深圳國際仲裁院)(also known as South China International Economics and Trade Arbitr
134、ation Commission(華南國際經濟貿易仲裁委員會),Greater Bay Area International Arbitration Centre(粵港澳大灣區國際仲裁中心)and Shenzhen Arbitration Commission(深圳仲裁委員會)since February 2019.Dr.Hou has successively served as an associate professor and professor in the Law School of Shenzhen University(深圳大學法學院).Prior to that,Dr.Hou
135、 served as a lecturer in the Law School of South China University of Technology(華南理工大學法學院)from December 2006 to May 2008.Dr.Hou obtained a bachelors degree in economic law from Zhongnan University of Economics and Law(中南財經政法大學)(formerly known as Zhongnan Institute of Economics and Law(中南政法學院)in the
136、PRC in June 1997 and a masters degree in economic law from Zhongnan University of Economics and Law in June 2000.Dr.Hou also obtained a doctors degree in international trade from Hunan University(湖南大學)in June 2006.20 SHENZHEN DOBOT CORP LTDBIOGRAPHICAL DETAILS OF DIRECTORS,SUPERVISORS AND SENIOR MAN
137、AGEMENTSUPERVISORSMs.Wan Ying(萬穎)(“Ms.Wan”),aged 37,is the administrative manager and the chairlady of the Supervisory Committee.Ms.Wan joined our Company in March 2017 as an administrative supervisor and was appointed as the chairlady of the Supervisory Committee in January 2021.Ms.Wan is responsib
138、le for supervising the performance of duties by our Directors and members of the senior management of our Group.Prior to joining our Company,from March 2014 to March 2017,Ms.Wan served as a human resource and administrative supervisor in Ningbo Zhongsheng Information Technology Co.,Ltd.(寧波中晟信息科技有限公司
139、).Ms.Wan obtained college diploma in administrative management from Wuhan University(武漢大學)in the PRC in December 2012.Ms.Wan also obtained a bachelors degree in human resource management from Shandong University in June 2021.Mr.Li Liuwei(李劉偉)(“Mr.Li”),aged 42,is the quality director,and a Supervisor
140、 of our Company.Mr.Li joined our Company in July 2017 and was appointed as a Supervisor in January 2021.Mr.Li is responsible for supervising the performance of duties by our Directors and members of the senior management of our Group.In addition,Mr.Li is a supervisor of one of our subsidiaries.Prior
141、 to joining our Company,from May 2013 to July 2017,Mr.Li served as a commercial manager of global sales business platforms in Shenzhen Gongjin Electronics Co.,Ltd.(深圳市共進電子股份有限公司),a limited liability company engaging in the research,development,manufacturing and sales of communication products,advanc
142、ed mobile communication equipment and application products,whose shares are listed on the Shanghai Stock Exchange(stock code:603118).From March 2011 to May 2013,Mr.Li served as a quality control supervisor in Siemens Shenzhen Magnetic Resonance Co.,Ltd.(西門子(深圳)磁共振有限公司),a limited liability company en
143、gaging in the R&D and production of MRI systems,angiography systems and medical electronic components.From March 2005 to March 2011,Mr.Li served as a quality supervisor in Epson Engineering(Shenzhen)Ltd.(愛普生技術(深圳)有限公司).Mr.Li obtained a bachelors degree in electronic information engineering from Hube
144、i University of Technology(湖北工業大學)in June 2004.Ms.Ma Jingxian(馬靜嫻)(“Ms.Ma”),aged 40,is a Supervisor of our Company.Ms.Ma was assigned by Internet Investment to join our Company as a Supervisor in May 2023.Ms.Ma is responsible for supervising the performance of duties by our Directors and members of
145、the senior management of our Group.Ms.Ma has served as a supervisor in SEMI-TECH Co.,Ltd.(賽美特信息集團股份有限公司),a limited liability company engaging in Internet information service business since May 2023,and a director in Luculent Smart Technologies Co.,Ltd.(朗坤智慧科技股份有限公司),a limited liability company engag
146、ing in software development,system integration,management consulting and Internet information service business since January 2021.In addition,Ms.Ma has served as an investment manager in China Internet Investment Fund(Limited Partnership)since November 2017.She had once worked in Skandia-BSM Life In
147、surance Company Ltd.(瑞泰人壽保險有限公司),Three Gorges Capital Holdings Co.,Ltd.(三峽資本控股有限責任公司),and PricewaterhouseCoopers LLP.Ms.Ma obtained a bachelors degree in accounting from Hohai University(河海大學)in the PRC in June 2006 and a masters degree in accounting from Beijing Jiaotong University(北京交通大學)in the PR
148、C in July 2008.21Annual Report 2024 BIOGRAPHICAL DETAILS OF DIRECTORS,SUPERVISORS AND SENIOR MANAGEMENTSENIOR MANAGEMENTMr.Liu Peichao(劉培超)is our chairman of the Board,executive Director and general manager of our Company.For further biographic details of Mr.Liu,please refer to“Executive Directors”i
149、n this section.Mr.Wang Yong(王勇)is our chief financial officer,executive Director,Board secretary and joint company secretary of the Company.For further biographic details of Mr.Wang,please refer to“Executive Directors”in this section.Mr.Liu Zhufu(劉主福),aged 36,is our deputy general manager.Mr.Liu Zhu
150、fu joined our Company in December 2015 and successively served as the R&D director,industry development director and general manager of industrial department.Mr.Liu Zhufu is responsible for the management of the domestic industrial department.Prior to joining us,Mr.Liu Zhufu served as a control algo
151、rithm engineer in Hedy Medical Device Company Limited(廣州七喜醫療設備有限公司),a limited liability company engaging in the medical equipment business.Mr.Liu Zhufu also worked in Guangzhou ZHIYUAN Electronics Co.,Ltd.(廣州致遠電子有限公司),an industrial Internet product and solution provider.Mr.Liu Zhufu obtained a bache
152、lors degree in automation from Shandong University in June 2011.Mr.Jiang Yu(姜宇),aged 40,is our deputy general manager.Mr.Jiang joined our Company in August 2017 and successively served as a deputy R&D director,supply chain director and R&D director.Mr.Jiang is responsible for the management of the R
153、&D department and procurement department.Prior to joining us,from July 2012 to August 2017,Mr.Jiang successively served as a hardware engineer,project manager,product manager and senior hardware engineer in Shanghai STEP Electric Corporation(上海新時達電氣股份有限公司),a limited liability company engaging in the
154、 provision of comprehensive solutions for intelligent manufacturing,whose shares are listed on the Shenzhen Stock Exchange(stock code:002527).Mr.Jiang obtained a bachelors degree in mechanical design,manufacturing and automation from Hunan University of Technology(湖南工業大學)in the PRC in June 2009 and
155、a masters degree in mechanical engineering from Shandong University in June 2012.JOINT COMPANY SECRETARIESMr.Wang Yong(王勇)is the joint company secretary(“Joint Company Secretaries”)of the Company.For further biographic details of Mr.Wang,please refer to“Executive Directors”in this section.Ms.Ching S
156、huk Wah Shirley(程淑華),aged 52,is our joint company secretary.Ms.Ching joined SWCS Corporate Services Group(Hong Kong)Limited(“SWCS”),a corporate service provider,in January 2020 and is currently an assistant manager of SWCS,responsible for assisting in providing company secretarial services.Ms.Ching
157、obtained a bachelors degree in business administration from the University of Western Sydney in Australia in November 2004 and a master degree in corporate governance from the Hong Kong Metropolitan University(formerly known as The Open University of Hong Kong)in November 2020.Ms.Ching is a Chartere
158、d Secretary and a Chartered Governance Professional of The Chartered Governance Institute in the United Kingdom.Ms.Ching is also an Associate of The Hong Kong Institute of Chartered Secretaries.22 SHENZHEN DOBOT CORP LTDCORPORATE GOVERNANCE REPORTThe Board hereby presents this corporate governance r
159、eport(the“Corporate Governance Report”)in the Companys annual report for the year ended 31 December 2024.CORPORATE GOVERNANCE PRACTICESThe Group is committed to maintaining a high standard of corporate governance to safeguard the interests of its shareholders and enhance its value and accountability
160、.The Board endeavors to adhere to the principles of corporate governance and has set and implemented sound corporate governance practices to fulfill the legal and commercial standards in the management structures,internal control,risk management and fair disclosure to achieve effective transparency
161、and accountability.The Company has adopted the code provisions of the Corporate Governance Code(the“CG Code”)as set out in Appendix C1 of The Rules Governing the Listing of Securities on the Stock Exchange(the“Listing Rules”)as its own code of corporate governance since the Listing Date.The Company
162、has complied with all the applicable code provisions as set out in the CG Code from the Listing Date to the date of this annual report(the“Relevant Period”)save as disclosed below.Pursuant to code provision C.2.1 of Part 2 of the CG Code,companies listed on the Stock Exchange are expected to comply
163、with,but may choose to deviate from the requirement that the roles of chairman and chief executive should be separate and should not be performed by the same individual.We do not have a separate chairman and chief executive and Mr.Liu Peichao currently performs these two roles.Our Board believes tha
164、t vesting the roles of both the chairman of our Board and general manager in the same person has the benefit of(1)ensuring consistent leadership within our Company,(2)enabling more effective and efficient overall strategic planning for our Company,and(3)facilitating the flow of information between t
165、he management and our Board.Our Board considers that the balance of power and authority for the present arrangement will not be impaired and this structure will enable our Company to make and implement decisions promptly and effectively.Our Board will continue to review and consider splitting the ro
166、les of the chairman of our Board and the general manager of our Company at a time when it is appropriate by taking into account the circumstances of our Company as a whole.The Company will continue to review its corporate governance practices to ensure its continued compliance of the CG Code,to enha
167、nce its corporate governance standard,to comply with the increasingly tightened regulatory requirements,and to meet the rising expectations of the Shareholders and investors.VALUES AND CULTUREIt is our corporate culture to maintain an inclusive and safe workplace for its employee.The Group promote d
168、iversity at all levels to enhance the effectiveness of our corporate governance and ensure that there is gender diversity when recruiting staff at mid to senior levels.The Group will also continue to provide diversified career development opportunities to our staff and engage different training reso
169、urces for our staff.In addition,the Group believe production safety is a critical factor to the success of our business and operation.It is our top priority to maintain work safety at our business operations.23Annual Report 2024 CORPORATE GOVERNANCE REPORTThe Group has established and implemented po
170、licies that promote a diversified and safe workplace.The Board strives to act lawfully,ethically and responsibly to promote our corporate culture and is committed to maintaining a high standard of corporate governance in its operations and activities.The Group provide trainings to the employees on a
171、 regular basis to strengthens their awareness of corporate culture.Before the employees assume their positions,the Group provide training courses for them to introduce the company culture and internal rules and regulations.COMPLIANCE WITH THE REQUIRED STANDARD OF DEALINGS IN SECURITIESThe Company ha
172、s adopted the Model Code for Securities Transactions by Directors of Listed Issuers(the“Model Code”)set out in Appendix C3 to the Listing Rules as its code of conduct governing securities transactions by the Directors and Supervisors.Specific enquiry has been made to all the Directors and Supervisor
173、s and each of the Directors and Supervisors has confirmed that he/she has complied with the required standards as set out in the Model Code from the Listing Date to the date of this annual report.The Company continues and will continue to ensure compliance with the code of conduct.A.DIRECTORSA.1 Boa
174、rd of DirectorsThe Company is governed by the Board which is responsible for the leadership and control of the Group,overseeing and managing the Groups businesses,strategic decisions and performance,convening Shareholders general meetings and reporting our Boards work at the Shareholders general mee
175、tings,implementing the resolutions passed at the Shareholders general meetings;determining our business plans and investment plans,preparing annual budget proposals and final accounts proposals;preparing plans for profit distribution and recovery of losses,preparing plans for the increase or decreas
176、e in registered capital;and exercising other power,functions and duties as conferred by the Articles of Association.All the Directors carry out their duties in good faith and are in compliance with applicable laws and regulations,take decisions objectively and act in the interests of the Company and
177、 its Shareholders at all times.The Company has entered into formal service agreements and letters of appointment with the executive Directors and the independent non-executive Directors respectively setting out the key terms and conditions of their respective appointments.Pursuant to the Articles of
178、 Association,the term of office of each Director is three years,subject to re-election upon expiry of the term of office.The insurance cover in respect of legal action against the Companys Directors and senior officers is covered by the existing Directors&Officers Liability Insurance Policy of the C
179、ompany.Save as disclosed in the biographies of Directors and Senior Management are set out in the section headed“Biographical Details of Directors,Supervisors and Senior Management”of this annual report,to the best knowledge of the Directors,there is no personal relationship(including financial,busi
180、ness,family or other material/relevant relationship)with any other Directors,the Chairman of the Board and the chief executive of the Company.24 SHENZHEN DOBOT CORP LTDCORPORATE GOVERNANCE REPORTA.2 Board compositionThe Board currently comprises of the following Directors:Executive DirectorsMr.Liu P
181、eichao(Chairman)Mr.Wang YongMr.Lang XulinNon-Executive DirectorMr.Jing LiangIndependent Non-Executive DirectorsMr.Li YibinMr.Ng Jack Ho WanDr.Hou LinglingThe biographical details of the Directors are set out in the section headed“Biographical Details of Directors,Supervisors and Senior Management”of
182、 this annual report.The Company considers that the composition of the Board is well balanced.Each of the Directors has the relevant experience,knowledge and expertise that can contribute to the business of the Company.The executive Directors oversee the daily operations of the Group while the indepe
183、ndent non-executive Directors bring along independent judgment to the decision-making process of the Board.During the period from the Listing Date to the date of this annual report,the Company has complied with Rules 3.10(1)and(2)and 3.10A of the Listing Rules relating to the appointment of at least
184、 three independent non-executive directors,representing more than one-third of the Board and at least one of them has appropriate professional qualifications or accounting or related financial management expertise.All independent non-executive Directors also meet the guidelines for assessment of the
185、ir independence pursuant to Rule 3.13 of the Listing Rules.The Company has received a confirmation of independence from each of the independent non-executive Directors as required under the Rule 3.13 of the Listing Rules.The Company considers all the independent non-executive Directors to be indepen
186、dent.The Board will assess their independence on an annual basis.A.3 Chairman and Chief ExecutiveMr.Liu Peichao has been serving as the Chairman of the Board and is primarily responsible for,among others,overseeing the Board,operation and management,business coordination,safe production and business
187、 coordination of the Group.Mr.Liu Peichao has also been serving as the chief executive officer of the Company.Please refer to the section headed“Corporate Governance Practices”for details.25Annual Report 2024 CORPORATE GOVERNANCE REPORTA.4 Responsibilities and delegation of functionsThe Company has
188、formalised and adopted written terms on the division of functions reserved to the Board and those delegated to the management of the Company.The management of the Company is mainly responsible for the implementation of the business plans,strategies and policies adopted by the Board and delegated to
189、it from time to time as well as the day-to-day management.The Board reserves for its decision on all major matters of the Company,including the approval and monitoring of all policy matters,overall strategies and budgets,risk management and internal control systems,material transactions(in particula
190、r those that may involve conflict of interests),financial information,appointment of Directors and other significant financial and operational matters.All Directors have full and timely access to the relevant information of the Group as well as the advice and services of the Joint Company Secretarie
191、s and senior management of the Company,in order to ensure compliance with the Board procedures and all applicable laws and regulations.Any Director may request independent professional advice in appropriate circumstances at the Companys expense,upon reasonable request being made to the Board.The Boa
192、rd has delegated the responsibility for implementing its corporate strategies and the day-to-day management,operation and administration to the management of the Company under the leadership of the executive Directors.Clear guidance has been made as to the matters that should be reserved to the Boar
193、d for its decision which include matters on,inter alia,capital,finance and financial reporting,internal control,communication with Shareholders,Board composition,delegation of authority and corporate governance.The Board periodically reviews the delegated functions and work tasks.Prior to entering i
194、nto any significant transactions,the aforesaid officers have to obtain the Boards approval.The Board recognizes that corporate governance should be the collective responsibility of the Directors which includes:(1)to develop and review the policies and practices on corporate governance of the Company
195、 and make recommendations to the Board;(2)to review and monitor the training and continuous professional development of Directors and senior management;(3)to review and monitor the Companys policies and practices on compliance with legal and regulatory requirements;(4)to develop,review and monitor t
196、he code of conduct and compliance manual(if any)applicable to Directors and employees;and(5)to review the Companys compliance with the CG Code and disclosure in the corporate governance report of the Company.26 SHENZHEN DOBOT CORP LTDCORPORATE GOVERNANCE REPORTA.5 Appointment,re-election and removal
197、 of DirectorsAll executive Directors,non-executive Director and independent non-executive Directors are appointed for a specific term of three years.None of the Directors has a service contract or letter of appointment with the Company or any of its subsidiaries other than the contracts/letters of a
198、ppointment expiring or determinable by the employer within one year without payment of compensation(other than statutory compensation).All Directors are eligible for the re-election upon expiring of their term of office.The appointments are subject to the provisions of the Companys Articles of Assoc
199、iation with regard to vacation of office of Directors,removal and retirement by rotation of Directors.The Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an additional Director,provided that the number of Directors so
200、 appointed shall not exceed the maximum number determined from time to time by the Shareholders in general meeting.Any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of the Company after his appointment and be subject to re-election at
201、 such meeting.Any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting and shall then be eligible for re-election.A.6 Board meetings,general meetings and proceduresPursuant to the CG Code,at least four regular Boa
202、rd meetings should be held in each year.The Board is scheduled to meet regularly at least four times a year at approximately quarterly intervals,to discuss the overall strategy as well as the operational and financial performance of the Company.Other Board meetings will be held when necessary.The Co
203、mpany was listed on 23 December 2024.During the period from the Listing Date to the date of this annual report,two Board meetings were held,and one extraordinary general meeting was held.The attendance records of each Directors are set out below:Name of DirectorsNumber of Attendance/Number of Board
204、meetings Number of Attendance/Number of general meetings Mr.Liu Peichao2/21/1Mr.Wang Yong2/21/1Mr.Lang Xulin2/21/1Mr.Jing Liang2/21/1Mr.Li Yibin2/21/1Mr.Ng Jack Ho Wan2/21/1Dr.Hou Lingling2/21/1As the Company was listed on 23 December 2024,no meeting was held between the chairman of the Board and th
205、e independent non-executive Directors without the presence of other Directors.Board members were provided with complete,adequate and timely information to allow them to fulfill their duties properly.27Annual Report 2024 CORPORATE GOVERNANCE REPORTSchedules for regular Board meetings and meeting agen
206、da are sent to all Directors in advance.Notice of at least 14 days is given for a regular Board meeting.For other Board and committee meetings,reasonable notice is generally given.Board papers together with all appropriate,complete and relevant information are dispatched to all Directors at least th
207、ree days before each regular Board meeting to ensure that the Directors have sufficient time to review the related documents and be adequately prepared for the meeting.The Joint Company Secretaries are responsible for keeping minutes of all Board and committee meetings.Draft minutes are normally cir
208、culated to all Directors for comments within a reasonable time after each meeting and the final version is open to Directors for inspection.The Articles of Association contain provisions requiring Directors to abstain from voting and not to be counted in the quorum at meetings for approving transact
209、ions in which such Directors or any of their associates have a material interest.A.7 Continuous professional developmentAll Directors have been given relevant guideline materials regarding the responsibilities and obligations of being a Director,the relevant laws and regulations applicable to the Di
210、rectors,duty of disclosure of interest and business of the Company and such induction materials will also be provided to newly appointed Directors shortly upon their appointment as Directors to ensure that he or she has a proper understanding of the operation and business of the Company and full awa
211、reness of Directors responsibilities and obligation under the Listing Rules and relevant statutory requirements.All Directors have been provided monthly updates giving a balanced and understandable assessment of the Groups performance,financial position and prospects to keep the Directors abreast of
212、 the Groups affairs in order to discharge their duties.All Directors are also updated from time to time on the latest developments regarding the Listing Rules and other applicable regulatory requirements to ensure compliance and enhance their awareness of good corporate governance practices,as set o
213、ut in their respective terms of reference which are available on the websites of the Stock Exchange and the Company.During the year ended 31 December 2024,all Directors had participated in continuous professional development in the following manner in compliance with code provision C.1.4 of the CG C
214、ode:Name of DirectorsType of training Mr.Liu PeichaoBMr.Wang YongBMr.Lang XulinBMr.Jing LiangBMr.Li YibinBMr.Ng Jack Ho WanBDr.Hou LinglingBA:attending seminars/courses/conference to develop professional skills and knowledgeB:reading materials in relation to regulatory update28 SHENZHEN DOBOT CORP L
215、TDCORPORATE GOVERNANCE REPORTA.8 Corporate governance functionsAs mentioned in the paragraph A.4“Responsibilities and delegation of functions”of this annual report,the Board is responsible for performing the corporate governance duties.During the year,the Board has reviewed the Companys policies and
216、 practices on corporate governance and compliance with the CG Code,reviewed and monitored the continuous professional development of the Directors and also reviewed and monitored the Companys policies and practices on compliance with legal and regulatory requirements.B.BOARD COMMITTEESThe Board has
217、established four Board committees,namely,the audit committee(the“Audit Committee”),the remuneration and appraisal committee(the“Remuneration and Appraisal Committee”),the nomination committee(the“Nomination Committee”)and the Strategy committee(the“Strategy Committee”),to assist them in the efficien
218、t implementation of their functions and to oversee particular aspects of the Companys affairs.Specific responsibilities,as set out in their respective terms of reference which are available on the websites of the Stock Exchange and the Company,have been delegated to the above committees and the corp
219、orate governance duties as required under code provision A.2 Principle of Part 2 of the CG Code have been performed.All committees are provided with sufficient resources to discharge their duties and,upon reasonable request,are able to seek independent professional advice in appropriate circumstance
220、s,at the Companys expense.B.1 Audit CommitteeThe terms of reference of the Audit Committee was adopted in compliance with the CG Code.The primary duties of the Audit Committee are mainly to(i)review the Companys financial information,annual report and accounts,half-year report;(ii)manage the relatio
221、nship with the external auditors,including but not limited to making recommendation to the Board on the appointment,reappointment and removal of external auditors,reviewing and monitoring the external auditors independence and objectivity and the effectiveness of the audit process,discussing with th
222、e auditors the nature and scope of the audit and reporting obligations,and developing and implementing policy on engaging an external auditor to supply non-audit services;(iii)guide and supervise the internal audit work and its implementation;(iv)overseeing the Companys financial reporting system,ri
223、sk management and internal control systems and associated procedures;and(v)develop,review and monitor the Companys policies and practices on corporate governance issues,including but limited to training and continuous professional development of Directors and senior management,and the Companys compl
224、iance with legal and regulatory requirements and the CG Code.29Annual Report 2024 CORPORATE GOVERNANCE REPORTAs at 31 December 2024,the Audit Committee has three members comprising of two independent non-executive Directors,namely Mr.Ng Jack Ho Wan(Chairman)and Mr.Li Yibin,and one non-executive Dire
225、ctor,namely Mr.Jing Liang.As the Company was listed on the Stock Exchange on 23 December 2024,no Audit Committee meeting was held during the Relevant Period.The Companys annual report and annual results announcement for the year ended 31 December 2024 have been reviewed by the Audit Committee.The Au
226、dit Committee is of opinion that the preparation of such financial information complied with the applicable accounting standards,the requirements under the Listing Rules and any other applicable legal requirements,and that adequate disclosures have been made.B.2 Nomination CommitteeThe terms of refe
227、rence of Nomination Committee was adopted in compliance with the CG Code.The primary duties of the Nomination Committee are to(i)review the structure,size,composition and diversity(including without limitation,professional experience,skills,knowledge,age,gender,education,cultural background and leng
228、th of service)of the Board annually and make recommendations on any proposed changes to the Board to complement the Companys corporate strategy;(ii)determine the policy for the nomination of Directors,identify individuals suitably qualified to become members of the Board and select or make recommend
229、ations to the Board on the selection of individuals nominated for directorships,and in identifying suitable individuals,consider individuals on merit and against the object criteria,with due regard for the benefits of diversity on the Board;(iii)assess the independence of independent non-executive D
230、irectors of the Company;(iv)make recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors,in particular the chairman and the chief executive,taking into account the Companys corporate strategy and the mix of skills,knowledge,experience and
231、diversity needed in the future;and(v)review the board diversity policy,the measurable objectives that the Board has set for implementing such policy,and the progress on achieving the objectives,and make disclosure of its review results in the corporate governance report annually.As at 31 December 20
232、24,the Nomination Committee has three members comprising of one executive Director,namely Mr.Lang Xulin and two independent non-executive Directors,namely Dr.Hou Lingling(Chairlady)and Mr.Ng Jack Ho Wan.As the Company was listed on the Stock Exchange on 23 December 2024,no Nomination Committee meeti
233、ng was held during the Relevant Period.30 SHENZHEN DOBOT CORP LTDCORPORATE GOVERNANCE REPORTBoard Diversity PolicyThe Board has adopted a Board Diversity Policy which sets out the approach to achieve diversity on our Board.With a view to achieving a sustainable and balanced development,the Company r
234、ecognises and embraces the benefits of having a diverse Board and sees increasing diversity at the Board level as an essential element in supporting the attainment of its strategic objectives and its sustainable development.All Board appointments will be based on skills,regional and industry experie
235、nce,background,race,gender and other qualities,and candidates will be considered against appropriate criteria,having due regard for the benefits of diversity on the Board.The Company commits to selecting the best person for the role.Selection and nomination of candidates will be based on a range of
236、diversity perspectives,including but not limited to skills,professional experience,educational background,knowledge,expertise,culture,independence,age and gender.Potential Board candidates are selected based on merit and his/her potential contribution to the Board and by taking into consideration th
237、e Companys business model and specific needs from time to time.The ultimate decision will be based on merit and contribution that the selected candidates will bring to the Board.The Nomination Committee is responsible for the implementation of the Board Diversity Policy and had made recommendations
238、to the Board on the measurable objectives for implementing the Board Diversity Policy and Nomination policy.The Nomination Committee will identify and recommend suitable female candidates for the Boards consideration and our Company is committed to appointing at least one director with a different g
239、ender,so as to maintain an appropriate balance of gender diversity with reference to stakeholders expectation and international and local recommended best practices.As at 31 December 2024,the Board has one female member and six male members.Furthermore,members of the Board have a balanced mix of kno
240、wledge,skills and experience,including engineering,overall business management,finance and investment.The Directors obtained degrees in various majors,including business administration,economics,finance and management,and engineering.The Board has three independent non-executive Directors who have d
241、ifferent industry backgrounds,representing over one-third of our Board members.31Annual Report 2024 CORPORATE GOVERNANCE REPORTThe Nomination Committee has considered measurable objectives based on four focus areas:gender,age,professional experience and length of service to implement the Board Diver
242、sity Policy.After reviewing the implementation of the Board Diversity Policy,the Company considers that it has been effectively implemented.As at 31 December 2024,the Company has achieved the following measurable objectives set out in the Board Diversity Policy:There is at least one female member in
243、 the Board:As at 31 December 2024,the Board has one female member and six male members,allowing the Company to achieve the gender diversity of the Board at 14.3%.There should be a reasonable age structure among members of the Board:As at 31 December 2024,the Board has a reasonable age structure,with
244、 two directors aged 31 to 40,four directors aged 41 to 50 and one director aged over 60.Members of the Board should possess relevant professional experience:As at 31 December 2024,members of the Board possess wide range of professional experience,including but not limited to corporate strategic plan
245、ning,corporate management,finance and financial affairs.The Nomination Committee will review the Board Diversity Policy as and when appropriate and at least once a year to ensure its continued effectiveness from time to time.Gender Diversity of EmployeesThe Company strives to achieve gender diversit
246、y and gender equality in the workforce(including senior management).As at 31 December 2024,the total workforce of the Company comprised 416 male and 144 female.The Company considers that gender diversity in the workforce has been achieved in 2024.Nomination ProceduresThe Nomination Committee identif
247、ies individuals suitably qualified to become Board members,having due regard to the Board Diversity Policy,Nomination Policy and the needs of the Company by considering the skills,knowledge,experience,expertise,etc.of the proposed candidate and assesses the independence of the proposed independent n
248、on-executive director,as the case may be.The Nomination Committee then makes recommendation(s)to the Board.The Board considers the candidate(s)recommended by the Nomination Committee,having due regard to the Board Diversity Policy,nomination policy and the needs of the Company.The Board will then co
249、nfirm the appointment of the candidate(s)as Director(s)or recommends the candidate(s)to stand for re-election at a general meeting of the Company.Candidate(s)appointed by the Board will be subject to re-election by the Shareholders at the next following annual general meeting in the case of an addit
250、ion to the existing Board or the first general meeting of the Company after his/her appointment in the case of filling a casual vacancy in accordance with the Articles of Association.32 SHENZHEN DOBOT CORP LTDCORPORATE GOVERNANCE REPORTB.3 Remuneration and Appraisal CommitteeThe terms of reference o
251、f the Remuneration and Appraisal Committee was adopted in compliance with CG Code.The Remuneration and Appraisal Committee adopted the approach under code provision E.1.2(c)(ii)of the CG Code to make recommendation to the Board on the remuneration packages of individual Directors and senior manageme
252、nt.The primary duties of the Remuneration and Appraisal Committee are to(i)make recommendations to the Board on the Companys policy and structure for all Directors and senior management remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy;(ii
253、)review and approve the managements remuneration proposals with reference to the Boards corporate goals and objectives;(iii)assess performance of executive directors;(iv)approve the terms of executive directors service contract;(v)determine,with delegated responsibility by the board of directors,the
254、 remuneration packages of individual executive Directors and senior management members,or make recommendations to the board of Directors on the remuneration packages of individual executive Directors and senior management members;and(vi)make recommendations to the Board on the remuneration of non-ex
255、ecutive Directors.As at 31 December 2024,the Remuneration and Appraisal Committee has three members comprising of two independent non-executive Directors,namely Mr.Li Yibin(Chairman)and Dr.Hou Lingling,and one executive Director,namely Mr.Wang Yong.The Remuneration and Appraisal Committee may consul
256、t with the Chairman about its proposals relating to the remuneration of other executive Directors.The remuneration of the Directors was determined with reference to the salaries paid by comparable companies and the experience,responsibilities,workload,time devoted to the Group and individual perform
257、ance of the Directors,as well as the performance of the Group.As the Company was listed on the Stock Exchange on 23 December 2024,no Remuneration and Appraisal Committee meeting was held during the Relevant Period.Pursuant to code provision E.1.5 of the CG Code,the remuneration of the senior managem
258、ent of the Company by band for the year ended 31 December 2024 was set out below.Range of Remuneration(RMB)Number of Senior Management 500,000-1,000,00011,500,001-2,000,00012,000,001-2,500,00016,500,001-7,000,000133Annual Report 2024 CORPORATE GOVERNANCE REPORTB.4 Strategy CommitteeThe primary dutie
259、s of the Strategy Committee are to(i)to study and make recommendations on the long-term development and strategic planning of the Company;(ii)to study and make recommendations on major investment and financing schemes,which are subject to the approval of the Board as required by the Articles of Asso
260、ciation;(iii)to study and make recommendations on major capital operations and asset management projects,which are subject to the approval of the Board as required by the Articles of Association;and(iv)to study and make recommendations on other major issues that may affect the development of the Com
261、pany.As at 31 December 2024,the Strategy Committee has three members comprising of two executive Directors,namely Mr.Liu Peichao(Chairman)and Mr.Wang Yong,and one independent non-executive Director,namely Mr.Li Yibin.As the Company was listed on the Stock Exchange on 23 December 2024,no Strategy Com
262、mittee meeting was held during the Relevant Period.C.DIRECTORS RESPONSIBILITIES FOR THE FINANCIAL STATEMENTSThe Board acknowledges its responsibilities for preparing the Companys financial statements for the year ended 31 December 2024 and to ensure that the financial statements are prepared in acco
263、rdance with statutory requirements and applicable accounting standards.The Board also ensures the timely publication of the financial statements in accordance with statutory and/or regulatory requirements.The Directors,having made appropriate enquiries,confirm that they are not aware of any material
264、 uncertainties relating to events or conditions that may cast significant doubt upon the Companys ability to continue as a going concern.The statement by the auditor of the Company about their reporting responsibilities and opinion on the financial statements is set out in the Independent Auditors R
265、eport on pages 83 to 88 of this annual report.D.RISK MANAGEMENT AND INTERNAL CONTROLFrom the Listing Date to 31 December 2024,the Company has complied with Paragraph D.2 of Part 2 of the CG Code by establishing appropriate and effective risk management and internal control systems.The Board is respo
266、nsible for evaluating and determining the nature and extent of the risks that the Company is willing to take in achieving the Companys strategic objectives,and ensuring that the Company establishes and maintains appropriate and effective risk management and internal control systems.The management is
267、 responsible for designing,implementing and monitoring the risk management and internal control systems while the Board oversees the management in performing its duties on an on going basis.The management,under the supervision of the Board,has implemented and maintained appropriate and effective ris
268、k management and internal control system,which aims to manage and reduce(i)risks associated with the Groups daily operations;(ii)risks of failing to achieve business objectives;(iii)risks of asset misappropriation;and(iv)risks of making potential material misstatements or losses.However,the risk man
269、agement and internal control system can only provide reasonable and not absolute assurance against material misstatements or losses.Main features of the risk management and internal control systems are described in the sections below:34 SHENZHEN DOBOT CORP LTDCORPORATE GOVERNANCE REPORTRisk Manageme
270、nt SystemThe Company adopts a risk management system which manages the risk associated with its business and operations.The system comprises the following phases:Risk identification:Identify risks that could potentially affect the Groups operation and business.Risk evaluation:Analyze the likelihood
271、and impact of risks on the Groups business and evaluate the risk portfolio accordingly.Management:Determine the risk management strategies and internal control processes to prevent,avoid or mitigate the risks;monitor the risks on an on-going basis and ensure effective and appropriate internal contro
272、l processes are in place;ensure that the management is regularly updated on the results and effectiveness of risk management and internal control.Internal Control SystemThe Company has in place an internal control system which enables the Company to achieve objectives regarding effectiveness and eff
273、iciency of operations,reliability of financial reporting and compliance with applicable laws and regulations.The internal control procedures are designed to monitor operations of the Group and ensure overall compliance.The components of the internal control system framework are shown as follow:Contr
274、ol Environment:A set of standards,processes and structures has been implemented to provide the basis for carrying out internal control across the Company.Risk Assessment:A dynamic and iterative process for identifying,assessing and analyzing risks to achieve the Companys objectives,forming a basis f
275、or determining how risks should be managed.Control Activities:Action established by policies and procedures to help ensure that management directives to mitigate risks to the achievement of objectives are carried out.Information and Communication:Regular and effective internal and external communica
276、tion to provide the Company with the information needed to carry out day-to-day controls.Monitoring:Ongoing and separate evaluations to ascertain the existence and effective operation of each component of the internal control system.35Annual Report 2024 CORPORATE GOVERNANCE REPORTIn order to enhance
277、 the Companys system of handling and disseminating inside information,and to ensure the truthfulness,accuracy,completeness and timeliness of its public disclosures,the Company also adopts and implements an inside information policy and procedures.Certain reasonable measures have been taken from time
278、 to time to ensure that potential inside information being captured and confidentiality of such information being maintained in order to prevent a breach of a disclosure requirement in relation to the Company,which include:The access of information is restricted to a limited number of employees on a
279、 need-to-know basis.Employees who are in possession of inside information are fully conversant with their obligations to preserve confidentiality.Confidentiality agreements are in place when the Company enters into significant negotiations.Reporting channels are in place for different operating unit
280、s to report any potential inside information to designated departments.The executive Directors are designated persons who speak on behalf of the Company when communicating with external parties such as the media,analysts or investors and to respond to external enquiries.Operational Risk ManagementTh
281、e Company has established a series of internal systems to manage operational risks.The Group adopts a comprehensive approach to operational risk management,implementing clear delegation of authority and responsibility,detailed process standardization,and well-defined reward and disciplinary mechanis
282、ms.The finance center,audit department,legal department,human resources and administration center,and relevant business departments collectively ensure compliance with internal policies.In the event of a major adverse incident,matters will be reported to the general manager and/or the board of Direc
283、tors for appropriate action.The Company expects to maintain operational risks within a reasonable scope by identifying,measuring,monitoring,and controlling such risks,thereby minimizing potential losses.Information Security and Data Privacy Risk ManagementThe Company places high importance on data s
284、ecurity and privacy protection.Standard protective measures have been implemented,including confidentiality classification,access controls,data encryption,and anonymization to prevent unauthorized access,leakage,misuse,modification,damage,or loss of data and information.The IT department,in collabor
285、ation with business departments,oversees the management of data security and information protection.The Company has established a comprehensive information security management system to ensure the security of data and information.Based on the internal control reviews conducted in 2024,no significant
286、 internal control deficiency was identified.Internal Audit FunctionThe Company has an internal audit department.The internal audit department conducts internal audit on different department and functions within the Group on an ongoing basis to assess the effectiveness and identify weaknesses in the
287、existing internal control,legal and regulatory compliance and risk management systems of the Group.36 SHENZHEN DOBOT CORP LTDCORPORATE GOVERNANCE REPORTEffectiveness of the Risk Management and Internal Control SystemsThe Board is responsible for overseeing the implementation and managing the risk ma
288、nagement and internal control systems of the Company and ensuring review of the effectiveness of these systems has been conducted annually.The review covered all material controls of the Group,including financial,operational and compliance controls.Several areas have been considered during the Board
289、s review,including but not limited to(i)the changes in the nature and extent of significant risks(including ESG risks)since the last annual review,and the Companys ability to respond to changes in its business and the external environment;(ii)the scope and effectiveness of managements ongoing monito
290、ring of risks(including ESG risks)and of the internal control systems;(iii)the extent and frequency of communication of monitoring results to the board(or board committee(s)which enables it to assess control of the issuer and the effectiveness of risk management;(iv)significant control failings or w
291、eaknesses that have been identified during the period,and the extent to which they have resulted in unforeseen outcomes or contingencies that have had,could have had,or may in the future have,a material impact on the issuers financial performance or condition;(v)the effectiveness of the issuers proc
292、esses for financial reporting and Listing Rule compliance;and(vi)the adequacy of resources,staff qualifications and experience,training programmes and budget of the Companys accounting,internal audit,financial reporting functions,as well as those relating to the Companys ESG performance and reportin
293、g.The Board,through its annual review and the review made by internal audit department and the Audit Committee,concluded that the risk management and internal control systems for the year end 31 December 2024 were effective and adequate.Such systems,however,are designed to manage rather than elimina
294、te the risk of failure to achieve business objectives,and can only provide reasonable and not absolute assurance against material misstatement or loss.The Board also considered that the resources,staff qualifications and experience of relevant staff were adequate and the training programs and budget
295、 provided were sufficient.Anti-corruptionThe Group does not tolerate any form of corruption,such as bribery,extortion,fraud or money laundering.The Group requires all employees to comply with professional ethics,and prohibits any form of corruption.The Group has established an anti-fraud policy and
296、adopted a zero-tolerance policy for any form of corruption.Employees who are found to have committed corruption will received disciplinary action,including being discharged from their duties and required to indemnify the losses caused.The Company provides internal reporting channels for employees to
297、 report suspected acts of corruption or bribery.Employees found involved in corrupt activities will have their employment contracts terminated,and business partners found guilty of such misconduct will have their cooperation terminated.If their acts are found to be in violation of any regulatory req
298、uirement,the employee will be held accountable for his/her judicial responsibility.The Group further strengthens the awareness of employees and new recruits by conducting periodic anti-corruption training.Whistleblowing policyThe Board has established and adopted a whistleblowing policy which sets o
299、ut the channels for employees and those who deal with the Group,including customers and suppliers,to raise concerns about possible improprieties in any matters about the Group,including financial reporting,internal control,corruption,or any kind of misconduct.Complaints will be kept confidential and
300、 anonymous,and will be handled in a timely and fair manner.The Audit Committee is responsible for the implementation and oversight of the policy and will review the policy annually.37Annual Report 2024 CORPORATE GOVERNANCE REPORTE.INDEPENDENT AUDITORS REMUNERATIONThe remuneration paid/payable to the
301、 independent auditor of the Company for the year ended 31 December 2024 is set out as follows:Services renderedPaid/payableRMB000 Audit services1,800Non-audit services Total1,800 F.JOINT COMPANY SECRETARIESMr.Wang Yong and Ms.Ching Shuk Wah Shirley were appointed as the Joint Company Secretaries of
302、the Company and are responsible for overseeing the company secretarial work of the Group.In accordance with the requirements under Rule 3.29 of the Listing Rules,both Mr.Wang and Ms.Ching confirmed that they have taken not less than 15 hours of relevant professional training during the year ended 31
303、 December 2024.The main contact person of Ms.Ching in the Company is Mr.Wang Yong,an executive Director,during the Year.G.COMMUNICATIONS WITH SHAREHOLDERS AND INVESTORSThe Board believes that a transparent and timely disclosure of the Companys information is essential for enhancing investor relation
304、s and will enable the Shareholders and investors to make the best investment decision and to have better understanding of the Companys business performance and strategies.The Company endeavours to maintain an on-going dialogue with the Shareholders and in particular,through annual general meetings a
305、nd other general meetings.The Chairman of the Board and the chairmen of the Board committees will endeavour to meet the Shareholders at the general meetings to answer any questions raised by the Shareholders.The Company has adopted a Shareholders Communication Policy(the“Shareholders Communication P
306、olicy”)to ensure that Shareholders views and concerns are appropriately addressed with the objective of ensuring transparent,accurate and open communications with the Shareholders,which will be reviewed on a regular basis annually to ensure its effectiveness.The Company also maintains two websites a
307、t (with respect to Chinese version)and http:/www.dobot- respect to English version)where corporate communication documents,other documents issued by the Company which are published on the website of the Stock Exchange,constitutional documents,corporate information,other corporate publications and up
308、-to-date information and updates of the Companys operations,performances and strategies are available to public access.The Companys websites serves as a communication platform with the Shareholders and investors.38 SHENZHEN DOBOT CORP LTDCORPORATE GOVERNANCE REPORTThe Shareholders and investors may
309、also write directly to the Companys principal place of business and headquarters in China at Room 1003,Building 2,Chongwen Park,Nanshan Smart Park,No.3370 Liuxian Avenue,Fuguang Community,Taoyuan Sub-district,Nanshan District,Shenzhen,the PRC or via email to irdobot- to make any queries.Queries are
310、dealt with in an informative and timely manner.The Company had reviewed its shareholders communication policy and examined the implementation and effectiveness of the shareholders communication policy.The Company believes that the shareholders communication policy is still appropriate and effective
311、in providing a channel for shareholders to communicate on various matters affecting the Company,as well as the Company to solicit and understand the opinions of shareholders and stakeholders.H.SHAREHOLDERS RIGHTSProcedures for convening extraordinary meeting or class meeting on requisitionThe Shareh
312、olders of the Company shall follow the procedures as prescribed in Article 48 of the Articles of Association to convene an extraordinary general meeting or class meeting of the Company.Pursuant to Article 48,Shareholders individually or collectively holding more than 10%of the shares carrying voting
313、 rights at the meeting to be convened may,by signing one or more counterpart written requisition(s)stating the object of the meeting,require the Board to convene an extraordinary general meeting or a class shareholders meeting.The Board shall as soon as possible after receipt of such written requisi
314、tion(s)proceed to so convene the extraordinary general meeting or class shareholders meeting.The shareholdings referred to above shall be calculated as at the date of the delivery of the written requisition(s).Pursuant to Article 48,where the Board fails to issue notice of convening meeting within t
315、en days upon receipt of the above written request,shareholder(s)individually or collectively holding more than 10%of the shares carrying voting rights at the meeting to be convened may request by written requisition(s)the Board of Supervisors to convene the extraordinary general meeting and class sh
316、areholders meeting.Pursuant to Article 48,Where the Board of Supervisors fails to issue notice of convening meeting within the prescribed period upon receipt of the above written request,shareholder(s),for more than 90 consecutive days,individually or collectively holding more than 10%of the shares
317、carrying voting rights at the meeting may convene the meeting on their own upon the Board having received such request.The convening procedures shall,to the extent possible,be identical to procedures according to which general meetings are to be convened by the Board.All reasonable expenses incurred
318、 for such meeting convened by the shareholders as a result of the failure of the Board of Directors and Board of Supervisors to convene a meeting as required by the above request(s)shall be borne by the Company and be set off against sums owed by the Company to the defaulting directors or supervisor
319、s.39Annual Report 2024 CORPORATE GOVERNANCE REPORTThe Shareholders of the Company shall follow the procedures as prescribed in Article 53 of the Articles of Association to propose new resolutions at general meetings.Pursuant to Article 53,when the Company convenes a general meeting,shareholders indi
320、vidually or jointly holding 1%or more of the total voting shares of the Company shall be entitled to propose new resolutions in writing to the Company and submit to the convener 10 days prior to the convening of the general meeting.The convener of the general meeting shall issue a supplemental notic
321、e of general meeting to other shareholders within 2 days after the receipt of such proposal and incorporate the matters falling within the scope of duties of the general meeting into the agenda of such meeting.The new agenda shall be tabled to the general meeting for consideration.Shareholders holdi
322、ng minority interests in the Company must be allowed to convene an extraordinary general meeting and add resolutions to a meeting agenda.The minimum supporting shareholding required to do so must not be more than 10%of the voting rights attached to the Companys share capital on a one vote per share
323、basis.Procedures for raising enquiriesThe Shareholders should direct their questions about their shareholdings,share transfer,registration and payment of dividend to the Companys Hong Kong H Share registrar,Computershare Hong Kong Investor Services Limited,details of which are as follows:Computersha
324、re Hong Kong Investor Services LimitedAddress:Shop 17121716,17th Floor,Hopewell Centre,183 Queens Road East,Wan Chai,Hong KongWebsite: 8555Fax:Fax:2865 0990The Shareholders may at any time make any queries in respect of the Company at the following designated contacts,correspondence address,email ad
325、dress(es)and enquiry hotline(s)of the Company:Attention:Investor Relations DepartmentAddress:Room 1003,Building 2,Chongwen Park,Nanshan Smart Park,No.3370 Liuxian Avenue,Fuguang Community,Taoyuan Sub-district,Nanshan District,Shenzhen,the PRCEmail:irdobot-The Shareholders are reminded to lodge their
326、 queries together with their detailed contact information for the prompt response of the Company if it deems appropriate.40 SHENZHEN DOBOT CORP LTDCORPORATE GOVERNANCE REPORTShareholders may put forward proposals at the general meetings to nominate a candidate for election as a Director.Articles 87
327、of the Articles of Association provides that the Directors shall be elected at the Shareholders general meetings of the Company.Article 53 of the Articles of Association provides that the Shareholders(individually or jointly)holding 1%or more of the total issued shares of the Company carrying voting
328、 rights are entitled to forward proposal(s)at the general meetings by making a provisional motion in writing to the board of Directors 10 days before the date of Shareholders general meeting.Accordingly,if a Shareholder intends to nominate a candidate for election as a Director,a notice of intention
329、 to nominate a candidate for election as a Director and a notice executed by the nominated candidate of his/her willingness to be appointed must be duly lodged at the registered office for the attention of the joint company secretary of the Company and the Board.Further details of the procedures for
330、 Shareholders to propose a person for election as a Director are posted on the website of the Company.Shareholders or the Company may also refer to the above procedures for putting forward any other proposals at general meetings.CONSTITUTIONAL DOCUMENTSThe Company conditionally adopted the Articles
331、of Association(“Articles of Association”)effective on 7 February 2025.In order to reflect the final results of the issuance of H Shares,and in accordance with the requirements of the Company Law of the Peoples Republic of China(2023 Revision)(中華人民共和國公司法(2023年修訂)and other applicable laws and regulati
332、ons and in light of the Companys actual situation,corresponding amendments to the relevant provisions of the Articles of Association were made and approved by the Shareholders at the 2025 first extraordinary general meeting of the Company held on 7 February 2025.For details,please refer to the annou
333、ncements of the Company dated 20 January 2025 and 7 February 2025,and the circular of the Company dated 20 January 2025.An updated version of the Articles of Association is available on the respective websites of the Company and the Stock Exchange.41Annual Report 2024 REPORT OF THE BOARD OF DIRECTORSThe Board is pleased to present the annual report together with the audited consolidated financial
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