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1、2Corporate Profile3Our Business Model5Chairmans Statement8Operations Review18Financial Highlights19Financial Review22Board of Directors23Senior Management24Corporate Information25Corporate Governance Report41Directors Statement47Independent Auditors Report51Consolidated Statement of Financial Positi
2、on53Consolidated Statement of Profit or Loss and Other Comprehensive Income54Consolidated Statement of Changes in Equity56Consolidated Statement of Cash Flows58Notes to the Consolidated Financial Statements149 Additional InformationCONTENTSCORPORATE PROFILEWeiye Holdings Limited Annual Report 202402
3、Weiye Holdings focuses on developing property projects for green residence.At present,it has a number of property development projects that have been completed or in different stages of development in dozens of mid to large sized cities such as Zhengzhou,Kaifeng,Xinxiang,Haikou,Danzhou,Tunchang,Wann
4、ing,Huizhou,Fuzhou,Hangzhou and Yangzhou,providing quality accommodation and services to property owners and their families.Thanks to its solid reputation and perseverance,Weiye Holdings has garnered numerous awards,including:“Henan Top 50 Real Estate Development Enterprise”(河南房地產開發企業綜合實力50強單位),“Zhe
5、ngzhou City Leading Property Development Enterprises”(鄭州市房地產開發先進單位),“Zhengzhou City Real Estate Development Enterprise Excellence”(鄭州市房地產開發優秀企業),“Kaifeng City Best Residential Landscape”(開封市最佳人居景觀設計獎),“Economy Development Contribution Enterprise Excellence”(紅旗區經濟發展突出貢獻企業獎),“Zhengzhou Annual Green Re
6、sidence Award”(鄭州年度綠色人居樓盤大獎)and“China Elite Science and Technology Award Green Community”(中國精銳科學技術獎綠色社區).As at 31 December 2024,we had 27 completed property projects with a total completed GFA of approximately 3,145,569 sq.m.,1 property project under development with a total GFA of approximately 30,
7、130 sq.m.and 1 project with planned GFA of approximately 62,916 sq.m.held for future development of real estate projects.Sailing forward while catching the tide,Weiye Holdings Group will continue to adhere to our corporate position as a“green lifestyle provider”in the future,keep moving forward thro
8、ugh innovation and exploration,proactively fulfill our social responsibilities,and strive to keep pace with the development of the times,in order to create larger returns for our shareholders and allow more property owners to experience a high quality lifestyle they yearn for.Riding the wind and cle
9、aving the waves,we will succeed in sailing across the ocean.Established in 1999,Weiye Holdings Group is headquartered at Henan.It is a diversified and international industrial group.The shares of Weiye Holdings were listed on the Singapore Exchange Limited(“SGX”)on 16 August 2011,and were dual liste
10、d on The Stock Exchange of Hong Kong Limited(the“SEHK”)on 6 April 2016.The Company announced its voluntary delisting from the SGX on 24 August 2018.Adhering to the corporate values of“righteous practices and innovation”,Weiye Holdings remains committed to investing in and developing the green human
11、habitation throughout its 26 years of operation and development,driven by two engines,namely,industry operation and smart technology.Our development layout covers such areas as green human habitation,smart environment protection and smart technology.Our business is focused on some of the most dynami
12、c regions in China,including Henan,Hainan,Guangdong-Hong Kong-Macao Greater Bay Area and the Yangtze River Delta region.OUR BUSINESS MODELWeiye Holdings Limited Annual Report 202403Direct acquisition of land bank through open bidding,funding,development,construction and marketing of project carried
13、out by the Group.Collaboration by the Group with third party land owner where project funding and land being jointly invested by the respective parties and project returns being shared based on respective shareholding.Collaboration by the Group with third-party owners of land bank.The Group provides
14、 the funding of the operations and the share of attributable profits are contractually pre-determined.(The entire project operation and funding being carried out by the Group.)Third party provides both land and funding,the Group provides project development and management services and earns a fee in
15、 return.INTEGRATEDDEVELOPMENTJOINTDEVELOPMENTJOINTVENTUREPROJECTMANAGEMENTDIVERSIFIED REVENUEFAST-GROWING BRAND EQUITYOUR BUSINESS MODELWeiye Holdings Limited Annual Report 202404To stay ahead of the evolving market landscape over the years,the Group constantly seeks to col-laborate with likeminded
16、partners who can reap mutual benefits through sharing knowledge and expertise.By deepening our understanding of the policies introduced by the PRC government,while precisely analysing the prospect of the PRC market,the Group has accurately grasped indus-trial trends,ensuring we keep pace with the ti
17、mes and make steady progress.Furthermore,the Group has firmly pushed forward with business development and management innovation across our regional operations,while continuing to strengthen our business vitality and cohesion.As a result,the Group not merely has significantly enhanced its brand repu
18、tation in the market,but also has carved out niche in the turbulent market.BUILDING PRESENCE,FORGING PARTNERSHIPSCHAIRMANS STATEMENTWeiye Holdings Limited Annual Report 202405DEAR SHAREHOLDERS,2024 was an extraordinary year for Chinas economy.While the adverse effects of changes in the external envi
19、ronment deepened and our economy still faces numerous difficulties and challenges,the long-term positive fundamentals and basic trends remain unchanged.As enterprises operating in this special period,we must face difficulties head-on,maintain confidence,and strive to transform various positive facto
20、rs into actual development.At crucial moments and important junctures,we must carefully assess the situation,make bold decisions and deployments,and ensure our companys standardized and stable development.In 2025,there remain many uncertainties in both the international political environment and dom
21、estic economic situation.The Central Economic Work Conference requires implementing new development concepts,accelerating the construction of a new development pattern,and solidly promoting high-quality development.It emphasizes stabilizing the real estate and stock markets while preventing and reso
22、lving risks in key areas and external shocks.The conference calls for maintaining social harmony and stability,completing the 14th Five-Year Plan objectives with high quality,and laying a solid foundation for a good start to the 15th Five-Year Plan.For 2025,it requires maintaining stability while se
23、eking progress,promoting stability through progress,upholding principles while innovating,and establishing new before breaking old.The real estate industry is expected to transition steadily towards a new quality development model in 2025.Facing this new starting point,we maintain a rational,observa
24、nt attitude towards Chinas economic development and a cautious approach to industry recovery.Therefore,in 2025,we will steadfastly execute our“Ensure Survival Seek Development”strategy.While ensuring survival and abundant cash flow,we will expand“light-asset financing and construction management pro
25、jects”in the economically active Yangtze River Delta region.Additionally,we will closely align with the core concept from the Central Economic Work Conference of“firmly holding the bottom line against systemic risks and continuously pushing for the real estate market to stop falling and stabilize.”W
26、e will seize opportunities proactively,cooperating with government investment companies,seeking to implement village-in-city and old housing renovation projects through team output,technical output,and small-stake operations models to adapt to the new real estate development model.CHEN ZHIYONGExecut
27、ive ChairmanCHAIRMANS STATEMENTWeiye Holdings Limited Annual Report 202406PROPERTY DEVELOPMENT BUSINESS REVIEWFor the year ended 31 December 2024,the Group delivered a total net saleable floor area(“Net Saleable Floor Area”)of approximately 3,340 square meters to customers,representing a decrease of
28、 approximately 96%compared to the total Net Saleable Floor Area of approximately 92,503 square meters in 2023.Meanwhile,the Group recognized real estate business sales revenue of approximately RMB 43.1 million,a decrease of about 97%year-on-year.For the year ended 31 December 2024,real estate develo
29、pment revenue mainly came from Yuediwan,Sunlight Mansion,Weiye Shangcheng Sanhaoyuan and Weiye Yehai Shangcheng.While developing according to established targets,the Groups regional companies are considering adapting to the nations new real estate development model based on industry development cycl
30、es and market judgment.In response to the governments“ensuring housing delivery”policy,we will cooperate with state-owned platform companies at appropriate times to take over quality existing market projects.Through technical and labor output,we will handle the“last mile”of real estate project devel
31、opment and delivery to achieve win-win cooperation with the government.This will drive the enterprises business development model from“becoming stronger and bigger”to“becoming more refined and detailed,”and shift the enterprise development strategy from“strong and large”to“detailed and refined.”Thro
32、ugh integrating internal and external resources and top-level design of investment-operation models,we will focus on following up on projects supported by policies,market demand,and ensuring peoples livelihood.EQUIPMENT MANUFACTURING BUSINESS REVIEWEquipment sales mainly include sales of clean room
33、equipment,air purification,and heating ventilation air conditioning products.The global economy is expected to continue facing uncertainties and production slowdowns,affecting the Groups operations in Malaysia,Philippines and Vietnam.To stabilize property business development,this business was sold
34、during the year.CLOSER COLLABORATIONS WITH STRATEGIC PARTNERSIn 2024,we strengthened external strategic partnerships to enhance mutual performance in traditional real estate project expansion and development operations while reducing project operational risks through cooperation.In industrial real e
35、state,focusing on industrial project advancement,we integrated multiple high-quality resource cooperation companies to support industrial real estate project operations and rapid advancement.The Group continues to seek strategic partners,fully leveraging both parties advantages to engage in comprehe
36、nsive strategic cooperation in joint development,industrial development,commissioned construction management,and infrastructure construction to achieve future growth in the Groups main business performance.STRATEGY AND OUTLOOKIn 2025,unfavorable factors such as the financial environment and consumpt
37、ion downgrade will persist.We need to further expand revenue sources and reduce expenditure while improving efficiency.For existing assets,we will unwaveringly explore multiple channels and perspectives to accelerate cash flow return,slow down investment in incremental projects,and continue promotin
38、g the transformation and upgrade of traditional real estate through industrial drivers to achieve healthy and orderly development.Meanwhile,we will explore other new businesses to create highly stable returns.In 2025,the Group will follow established investment regions and models,combining its own s
39、trengths,closely following the“Industry+”project advancement rhythm,and strengthening cooperation with state-owned platform companies to obtain new projects through team and technical output.Regarding financing,with traditional financing channels showing year-on-year decreases,we need to actively ar
40、range cooperation with large financial institutions that havent reached their limits;seize new financing opportunities,integrate resources,build financing platforms,and promote financing business;and continue to develop innovative financing business.CHAIRMANS STATEMENTWeiye Holdings Limited Annual R
41、eport 202407In cost control,from a global perspective and from the angle of“creating and protecting profits,”we will review cost management,control projects based on priority relationships,optimize project cost structure,and strengthen process cost management of business points.We will ensure estima
42、tes cover budgets,budgets cover final accounts,and maintain reasonable,legal,and compliant operations to effectively reduce enterprise risks and guarantee project target profits.In terms of investment expansion,we will drive company transformation and upgrade through industry;expand projects through
43、 cooperative development performance consolidation,project management(real estate and industrial);and guide social capital investment for shared construction and use,thereby maximizing resource integration while minimizing capital occupation.Regarding team building,we will continue to uphold our cor
44、porate culture of unity,collaboration,struggle,and progress,strengthening the work philosophy of“serious responsibility and proactive initiative.”Using the companys authority system as guidelines and various management systems as standards,we will unify employee thinking,strengthen overall work styl
45、e,and ensure management effectively serves business operations.We will improve the reward and punishment system,reward excellence and punish poor performance,strengthen process control,fully mobilize personnel enthusiasm,and enhance team effectiveness.APPRECIATIONFinally,on behalf of the board(the“B
46、oard”)of directors(the“Directors”)of the Company,I express my deepest gratitude to all management and employees dedicated to creating higher value for the Group,and respectfully request all new and existing shareholders to continue providing suggestions for our development.Dreams may be distant,but
47、can be reached through pursuit;aspirations may be difficult,but can be realized through persistence.The enterprise has gone through more than twenty years of seasons,and every Weiye person is a witness to the enterprises development.Every partner who has journeyed with Weiye has left precious cooper
48、ative friendships.Let us face the new year full of hope.With an attitude of responsibility,commitment,openness,sharing,and embracing change,we wish to work together with like-minded partners to jointly create a blueprint for struggle and create magnificent achievements!CHEN ZHIYONGExecutive Chairman
49、30 April 2025OPERATIONS REVIEWWeiye Holdings Limited Annual Report 202408HENAN LOCATED IN THE CORE OF CHINAS ABDOMENHenan is located in the east-central part of China.It is the transportation hub of the“Two Horizontal and Three Vertical”urbanization strategy and the Beijing-Guangzhou line.As an anci
50、ent saying goes,“He who wins the Central Plains wins the world.”Henan is a synonym for the Central Plains and an important birthplace of the Chinese nation and civilization.It is rich in resources,a major agricultural production area,and a major province for mineral resources.It has a large populati
51、on,the largest in the country,with abundant labor resources and a huge consumer market.It has a superior location,serving as an important transportation and communication hub and a distribution center for materials.It is a leader in agriculture,being the largest agricultural province,the largest gra
52、in production province,and the largest grain processing province.It has experienced rapid development,with its total economic output ranking fifth in the country.It has great potential and is in a stage of rapid industrialization and urbanization,with increasing development vitality and momentum.HEN
53、AN AN IMPORTANT ECONOMIC PROVINCE OF CHINAZhengzhou is located in the heart of China,on the banks of the Yellow River,in the center of the world.As one of Chinas eight ancient capitals,a national historical and cultural city,and one of the six major archaeological site areas in the country,it occupi
54、es a central position in Yellow River civilization due to its long history and splendid culture.According to the“Zhengzhou National Central City Construction Action Outline(20172035),”by 2035,the proportion of the urban population in Zhengzhou will reach 85%,the total GDP will reach RMB3 trillion,th
55、e per capita GDP will reach RMB220,000,and the population size will reach approximately 13.5 million,making Zhengzhou a city with global influence.CHINAXINXIANGZHENGZHOUDENGFENG XINZHENGKAIFENGHENANHENAN REGIONOPERATIONS REVIEWWeiye Holdings Limited Annual Report 202409COMPLETED PROJECTSWeiye Ru Guo
56、 AiWeiye Tiandao TianheshuianWeiye Tiandao InternationalWeiye Paris ImpressionWeiye ShangchengYihaoyuan&ErhaoyuanWeiye Central ParkHong Jing Jia GardenDie Cui GardenCai Fu CentreCai Zhi Guang ChangQing Qing Mei LuWeiye Xi AnWeiye Xiangdi Bay Phase I,II&IIIWeiye Shangcheng SanhaoyuanWeiye Zhi Hua Shi
57、Xingwei Resettlement HousePhase IOPERATIONS REVIEWWeiye Holdings Limited Annual Report 202410MARKET REVIEWIn 2024,relevant central ministries and local governments at all levels across the country successively introduced a large number of pro-enterprise policies to ensure the stable and healthy deve
58、lopment of the real estate industry,including“city-specific policies,”“simultaneous renting and selling,”ensuring the delivery of buildings,“lifting purchase and loan restrictions,”and“interest rate cuts.”However,in the sluggish market environment,Zhengzhous real estate market experienced a cliff-li
59、ke decline in both volume and price.With the gradual recovery of the economy,Zhengzhou is accelerating its construction into a national central city,and its urban status is continuously improving.The governments active policies to attract investment and convenient transportation will help the steady
60、 development of Zhengzhous real estate market.As the groups strategic development center,Henan will surely make new contributions to the accumulation and development of the Group.DEVELOPMENT PROJECTS AND STRATEGIESIn 2024,the group will continue to focus on the development of existing projects,based
61、 in Zhengzhou and its surrounding one-hour city circle,using light-asset construction as a starting point,supplemented by high-quality project land mergers and acquisitions to integrate resources and enhance business development.We are also actively exploring new operating models and carrying out co
62、mprehensive innovative strategic cooperation in various fields to achieve group performance growth.As of 31 December 2024,we have a total of 16 completed real estate projects located in Henan Province.OPERATIONS REVIEWWeiye Holdings Limited Annual Report 202411HAINAN HAINAN FREE TRADE PORT GRADUALLY
63、 IMPLEMENTED,USHERING IN AN ERA OF HIGH-QUALITY ECONOMIC DEVELOPMENTSince the release of the“Overall Plan for the Construction of Hainan Free Trade Port”on 1 June 2020,Hainan Free Trade Port has entered a period of accelerated development.Industrial investment has grown rapidly,infrastructure and re
64、al estate development investment have steadily rebounded,market vitality has continued to be released,and the form of foreign trade has improved.At the same time,the“Hainan Free Trade Port Optimization of Business Environment Regulations”was reviewed and approved by the 30th meeting of the Standing
65、Committee of the 6th Hainan Provincial Peoples Congress and implemented on 1 November 2021.The regulations benchmark international high-level business environment rules and advanced domestic experience,aiming to create a legalized,internationalized,and convenient business environment,adhere to the m
66、arket entity demand orientation,focus on the blocking problems in the construction of Hainans business environment,and make specifications from optimizing the market environment,government affairs environment,and legal environment.Help build Hainan Free Trade Port and promote Hainans comprehensive d
67、eepening of reform and opening up.HAINAN REGIONWANNINGTUNCHANGDANZHOUHAINANCHINASANYAHAIKOUWENCHANGOPERATIONS REVIEWWeiye Holdings Limited Annual Report 202412Weiye Costa RhineWeiye Oxygen Cube BYuequan Wan Phase IIWeiye Rhine CoastWeiye West International PlazaWeiye Oxygen Cube AWeiye Yehai Shangch
68、engCOMPLETED PROJECTSPROJECT HELD FOR FUTURE DEVELOPMENTYuequan Wan Phase IPROJECT UNDER DEVELOPMENTOPERATIONS REVIEWWeiye Holdings Limited Annual Report 202413MARKET REVIEWCoinciding with the east wind of Hainans establishment as a special economic zone,Hainan has ushered in four new strategic posi
69、tions:a comprehensive deepening reform and opening-up pilot zone,a national ecological civilization pilot zone,an international tourism consumption center,and a national major strategic service guarantee zone.This has established a higher strategic position for Hainans next development and pointed o
70、ut a new direction for development.Over the past 30 years,Hainans economic strength has been greatly improved.It has developed from a remote island with an annual gross domestic product of less than 6 billion yuan into a well-known tourist destination at home and abroad with an annual gross domestic
71、 product of nearly 500 billion yuan.New industries,tropical characteristic agriculture,information and other high-tech industries are unique,and transportation infrastructure such as communication,aviation,shipping,and railways has been comprehensively improved.At the real estate policy level,afford
72、able housing is the focus of Hainan Free Trade Ports housing system.“Hainan will further promote the transformation of the housing model towards a dual-track system of government guarantees and market support,forming a new model of the Hainan Free Trade Port housing system.”Rigid housing demand and
73、improved housing demand will be the main directions for future real estate development.In terms of housing prices,the supply of housing in Hainan Province,especially Haikou City,is insufficient,but market demand remains strong.With the gradual implementation of the Free Trade Port construction and t
74、he approaching of the 2025 customs clearance operation node,the value of Hainan real estate will gradually become prominent.However,in the short term,Hainans housing prices are still mainly based on government regulation stability is the top priority,showing a steady increase and slow growth trend.D
75、EVELOPMENT PROJECTS AND STRATEGIESWith the gradual implementation of Hainan Free Trade Port policies,the industrial structure is constantly optimized and upgraded,and the dependence on real estate is gradually decreasing.In 2025,the Hainan Regional Company will focus on the industrial development pl
76、ans and requirements of various governments,expand with Haikou and Sanya as the center,radiate surrounding cities and counties,focus on industrial real estate,and lay out longer-cycle projects such as self-modification and old renovation,and simultaneously actively explore high-quality projects in w
77、estern Guangdong,Guangxi,and southwest regions.As of 31 December 2024,we had 8 real estate projects in Hainan Province,of which 6 projects have been completed,1 project is still under development,and 1 project held for future development.OPERATIONS REVIEWWeiye Holdings Limited Annual Report 202414Ya
78、ngtze River Delta(YRD)region is one of the most active,open,and innovative regions in Chinas economic development.It has a pivotal strategic position in the overall national modernization construction and all-round opening-up pattern.The YRD is a region composed of Shanghai,Jiangsu,Zhejiang,and Anhu
79、i provinces and one city.It is Chinas largest economic circle and economic center,leading the countrys high-quality development.In the future,the transformation of the global governance system and international order will accelerate,and the new round of technological revolution and industrial transf
80、ormation in the world will converge and integrate with Chinas economic optimization and upgrading,providing a good external environment for the integrated development of the YRD.Socialism with Chinese characteristics has entered a new era,and Chinas economy has shifted to a stage of high-quality dev
81、elopment,which has put forward higher requirements for the integrated development of the YRD.The in-depth implementation of the“Belt and Road”construction and the Yangtze River Economic Belt development strategy has injected new impetus into the integrated development of the YRD.The Party Central Co
82、mmittee and the State Council have made a major decision to upgrade the integrated development of the YRD to a national strategy,bringing new opportunities for the integrated development of the YRD.The YRD region will give full play to its advantages of a good economic foundation,large market space,
83、complete industrial chain and supply chain,and a high degree of opening up to the outside world,and take the lead in forming a new development pattern with the domestic big cycle as the main body and the domestic and international dual cycles promoting each other.YANGTZE RIVER DELTA REGIONCHINACHINA
84、HUZHOUZHEJIANGJIANGSUYANGZHOUOPERATIONS REVIEWWeiye Holdings Limited Annual Report 202415MARKET REVIEWIn 2024,the YRD regions economy continued to maintain its leading position in the country,and the economic development trend continued to maintain stable growth.It continued to adhere to the princip
85、le of not using real estate as a short-term means to stimulate the economy,adhere to stabilizing land prices,stabilizing housing prices,and stabilizing expectations,and implement a prudent real estate financial management system.In 2024,on the supply side,the central bank set differentiated real est
86、ate loan concentration management requirements based on the asset size and institution type of banking financial institutions,and the land market conducted centralized land auctions to control land prices.On the demand side,“three red lines”were implemented.Under the superposition of various factors
87、,the real estate market in the YRD region was affected to varying degrees.Sales volume fell significantly compared with the same period in 2023,the popularity of the land auction market decreased,and the land price premium rate declined.Taihu TiancuiCOMPLETED PROJECTSYuejiangwanYuediwanSunlight Mans
88、ionDEVELOPMENT PROJECTS AND STRATEGIESIn 2024,the YRD Regional Company continued to focus on cities within the“five metropolitan areas”in the region,giving priority to expanding cities within the“Shanghai One-Hour Economic Circle,”and actively seeking high-quality conventional projects with“moderate
89、 total price,fast flow rate,and relaxed pre-sale.”Through a combination of financing construction and cooperative development,the company accelerated the implementation of new projects.In project operation and control,the company achieved the operational goal of“stable development and risk control”t
90、hrough various forms.As of 31 December 2024,we had 4 completed real estate projects located in the YRD.Looking forward to 2025,under the regulation of“stabilizing land prices,stabilizing housing prices,and stabilizing expectations,”the YRD Regional Company will continue to make full use of the regio
91、ns advantages of a good economic foundation,large market space,complete industrial chain and supply chain,and a high degree of opening up to the outside world,giving priority to expanding the cities near Shanghai within the“Shanghai One-Hour Economic Circle,”and actively responding to changes in the
92、 external real estate situation through industrial advantages and experience,carrying out real estate transformation and upgrading,and seeking industrial projects with“low cost,less capital occupation,and high returns.”Through a combination of“construction on behalf”and“cooperative development,”the
93、company will accelerate the implementation of traditional new projects.OPERATIONS REVIEWWeiye Holdings Limited Annual Report 202416GREATER BAY AREA RISKS AND OPPORTUNITIES COEXIST,SEIZE THE MAJOR HISTORICAL OPPORTUNITY OF THE GUANGDONG-HONG KONG-MACAO GREATER BAY AREA CONSTRUCTION AND FORGE AHEADIn
94、the past five years,under the concentrated release of a series of policy dividends,the Guangdong-Hong Kong-Macao financial industry has gradually transformed from high-speed development to high-quality development,the financial strength and development capacity have been continuously improved,the fi
95、nancial market system has become increasingly rich and diversified,financial opening-up and coordinated development have moved to a higher level,financial services have become more precise for the real economy,and the ability to prevent financial risks has been significantly enhanced,providing stron
96、g financial support for the high-quality development of the three places.The financial industry in the GBA has ushered in leapfrog development.GUANGDONG-HONG KONG-MACAU GREATER BAY AREA(GBA)CHINAGUANGDONGHUIZHOUOPERATIONS REVIEWWeiye Holdings Limited Annual Report 202417MARKET REVIEW“Housing is for
97、living in,not for speculation”has been mentioned for many years and remains the bottom line of regulation.The hot spillover areas of the central cities in the GBA,such as Shenzhen-adjacent Huizhou,Shenzhen-adjacent Dongguan,and Shenzhen-adjacent Zhongshan,have generally cooled down.After that,the re
98、al estate regulation of each city immediately entered a new stage with“controlling housing prices”as the anchor point,strengthening the stability of the real estate order,and ensuring the standardized operation and stable and healthy development of the real estate market.In the future,with the three
99、-child fertility policy,the central banks RRR cut,and the spillover transfer brought about by the increased regulation of surrounding real estate markets,the further integration of cities in the GBA and the further improvement of supporting plans will enhance the value of the real estate price depre
100、ssion and revitalize the real estate in the GBA.DEVELOPMENT PROJECTS AND STRATEGIESAfter years of continuous and orderly development,the Groups project development and operation level has been significantly improved.It plans to focus on the“Shenzhen One-Hour Economic Circle(Shenzhen-Dongguan-Huizhou
101、)”as the key investment and development area,and gradually form a stable operating style and high-quality product power.Through careful operation,refined management and other guarantee systems,the expected returns of multiple projects can be controlled.As of 31 December 2024,we have 1 completed real
102、 estate project located in the GBA.Weiye Lanting WanCOMPLETED PROJECTFINANCIAL HIGHLIGHTSWeiye Holdings Limited Annual Report 20241820202021202220232024(RMB MIL)(RMB MIL)(RMB MIL)(RMB MIL)(RMB MIL)REVENUEProperty Development continuing operations2,675.8938.61,201.21,528.243.1Equipment Manufacturing
103、discontinued operation102.180.7125.384.060.5Total2,777.91,019.31,326.51,612.2103.6GROSS PROFITProperty Development continuing operations615.1153.6176.297.311.7Equipment Manufacturing discontinued operation21.618.730.023.717.2Total636.7172.3206.2121.028.9GROSS PROFIT MARGINProperty Development contin
104、uing operations23%16%15%6%27%Equipment Manufacturing discontinued operation21%23%24%28%28%Total23%17%16%8%28%20202021202220232024(RMB MIL)(RMB MIL)(RMB MIL)(RMB MIL)(RMB MIL)Included discontinued operation:Net Profit/(Loss)222.5(77.4)46.7(95.6)(405.7)Earnings/(Loss)before Interest,Tax,Depreciation a
105、nd Amortisation577.1(5.9)93.7(19.3)(355.1)Equity Attributable to Owners of the Company1,473.11,348.51,347.01,289.3987.6Total Assets7,796.28,006.65,640.83,859.03,698.1Total Liabilities5,779.66,062.13,808.12,131.12,378.1Net Debts*1,109.1612.3430.3748.6957.4*Interest bearing debts(-)cash and cash equiv
106、alentsInterest Coverage Ratio(times)2.52.70.8(6.4)Earnings/(Loss)per Share(RMB cents)11.9(65.3)3.9(26.8)(158.7)Net Asset Value per Share(RMB)7.56.96.96.65.0Net Debts to Total Equity Ratio(%)55%31%23%43%73%Weiye Holdings Limited Annual Report 202419FINANCIAL REVIEWIn 2024,the global economic slowdown
107、 intertwined with geopolitical instability,compounded by the continued deepening of regulatory policies in Chinas real estate sector.The market faced structural challenges such as weak demand and increased liquidity risks for developers.Affected by high-leverage operating models,the creditworthiness
108、 of some real estate companies was under pressure,further weakening market expectations,leading consumers to be more cautious in their home-buying decisions and a widespread wait-and-see attitude.Looking ahead to 2025,although macroeconomic uncertainties will continue to put pressure on the industry
109、,the Group will focus on optimizing its asset-liability structure to ensure the stability of cash flow,adhering to the core strategy of“seeking progress while maintaining stability,and achieving breakthroughs with precision.”It will closely follow policy dividends such as“ensuring the delivery of ho
110、mes and stabilizing peoples livelihoods,”focusing on rigid demand and improved products in high-tier cities,and exploring incremental tracks such as inventory asset operation and light-asset construction,to build a diversified income matrix.The Group will use“long-termism”as its anchor,proactively i
111、terating its competitiveness in turbulent cycles,and driving the enterprise to transform towards a high-quality development paradigm.The total revenue for the year ended 31 December 2024 was approximately RMB43.1 million with approximately 97%decrease as compared to the corresponding period in 2023.
112、Correspondingly,the Group also reported a loss attributable to owners of the Company of approximately RMB311.3 million during the year ended 31 December 2024.PROPERTY DEVELOPMENT BUSINESSDuring the year ended 31 December 2024,there was a decrease in our total net saleable floor area(“NSFA”)handed ov
113、er to customers of approximately 3,340 square meters(2023:92,503 square meters).Revenue from property development business for the year ended 31 December 2024 was approximately RMB43.1 million,which represented a decrease of approximately 97%as compared to the corresponding period in 2023.This was m
114、ainly from the following projects,namely Sunlight Mansion,Weiye Shangcheng Sanhaoyuan,Yuediwan and Weiye Yehai Shangcheng,which contributed approximately RMB16.3 million,RMB12.0 million,RMB5.3 million and RMB5.2 million respectively.The gross profit(“GP”)of the property development business for the
115、year ended 31 December 2024 amounted to approximately RMB11.7 million,representing a significant decrease of approximately 88%as compared to the corresponding period in 2023.The GP margin increases from 6%to 27%.It was mainly because of the sales of commercial units which have higher GP margin durin
116、g the year ended 31 December 2024.As a result,the overall GP margin increase significantly as compared to the corresponding period in 2023.EQUIPMENT MANUFACTURING BUSINESSConsidering the challenging business environment for the coming years,the Group sold out the equipment manufacturing business on
117、15 October 2024.The Directors are of the view that the discontinuance of the equipment manufacturing business segment will enable the reallocation its financial resources for future development,thereby may generating higher returns for the shareholders of the Company(the“Shareholders”).As at 31 Dece
118、mber 2024,the equipment manufacturing business was classified as a discontinued business with revenue of approximately RMB60.5 million for the period under review.Weiye Holdings Limited Annual Report 202420FINANCIAL REVIEWOTHER INCOME AND GAINSOther income and gains increased by approximately RMB2.0
119、 million or 25%for the year ended 31 December 2024 as compared to the corresponding period in 2023,primarily due to one-off gain on disposal of joint venture with approximately RMB0.9 million and increase in rental income of approximately RMB1.8 million for the year ended 31 December 2024.SELLING AN
120、D DISTRIBUTION EXPENSESSelling and distribution expenses amounted to approximately RMB5.5 million for the year ended 31 December 2024,represented a decrease of approximately 53%as compared to the corresponding period in 2023.This was mainly due to less promotional and marketing activities for proper
121、ty projects launched for the year ended 31 December 2024.ADMINISTRATIVE EXPENSESAdministrative expenses for the year ended 31 December 2024 was approximately RMB38.7 million,which was approximately 13%lower than the corresponding period in 2023.It was mainly due to decrease in salaries,office,travel
122、ling and entertainment expenses because of continuing effective cost control measures implemented within the Group as compared with the corresponding period in 2023.OTHER OPERATING EXPENSESOther operating expenses for the year ended 31 December 2024 was approximately RMB73.0 million,which was approx
123、imately RMB64.4 million more than corresponding period in 2023.It was mainly due to increase in an impairment loss made on investment properties of approximately RMB12.0 million and increase in an impairment loss made on investment of subsidiary of approximately RMB21.9 million during the year ended
124、 31 December 2024.NET FINANCE COSTSNet finance costs was reported for the year ended 31 December 2024 at approximately RMB44.7 million,representing an increase of approximately 141%as compared to the corresponding period in 2023,which was mainly due to an increase in the loans and borrowings amount
125、during the year ended 31 December 2024.TAXATIONThe income tax expense was decreased by approximately RMB49.3 million for the year ended 31 December 2024 was mainly due to a decrease in provision of corporate income tax by approximately RMB16.3 million as a result of decrease in profit of the group c
126、ompanies during the year ended 31 December 2024 and increase in deferred tax expense of approximately RMB29.8 million.These were offset by significant decrease in provision of land appreciation tax by approximately RMB62.8 million as a result of tax refund of land appreciation tax of the completed p
127、roperty projects for the year ended 31 December 2024.REVIEW OF FINANCIAL POSITIONThe significant decrease in property,plant and equipment of approximately RMB157.3 million was mainly due to an impairment loss of approximately RMB110.2 million was made for the year ended 31 December 2024.The decrease
128、 in development properties and prepaid costs of approximately RMB34.6 million was mainly due to an impairment loss made on the completed properties held for sale of approximately by RMB146.2 million and offset by the additional construction work for the projects during the year ended 31 December 202
129、4.The increase in trade and other receivables of approximately RMB103.6 million was mainly due to an advance to project owners under the project management agreement during the year ended 31 December 2024 on providing project management services to project owners for the development of a land parcel
130、 located in PRC.The increase in trade and other payables of approximately RMB102.9 million was mainly due to the increment of construction work for Yuequan Wan Phase I project.The decrease in contract liabilities of approximately RMB30.3 million was mainly due to the reversal of contract liabilities
131、 caused by sales recognition from certain projects,in particular Weiye Shangcheng Sanhaoyuan and Sunlight Mansion,during the year ended 31 December 2024.The increase in loans and borrowings of approximately RMB178.4 million was mainly due to an increase of loans and borrowings during the year ended
132、31 December 2024.FINANCIAL RESOURCES AND LIQUIDITYAs at 31 December 2024,the Groups net current assets amounted to approximately RMB1,029.6 million,which represented a decrease of approximately 28%as compared to the corresponding period in 2023,which was mainly due to increase in current loans and b
133、orrowings and trade and other payables of approximately RMB455.6 million,decrease in development properties and cash and cash equivalents of approximately RMB65.0 million,and partially offset by increase in and trade and other receivables of approximately RMB103.6 million.Our bank and other borrowin
134、gs are denominated in Renminbi.As at 31 December 2024,our total outstanding loans and borrowings amounted to approximately RMB988.6 million.Particulars of loans and borrowings of the Group as at 31 December 2024 are set out in Note 24 to the consolidated financial statements for the year ended 31 De
135、cember 2024.Weiye Holdings Limited Annual Report 202421FINANCIAL REVIEWTREASURY AND INVESTMENT MANAGEMENTWe prepare our monthly,quarterly and annual cash flow budgets in accordance with the Groups internal rules and regulations,to forecast and manage the working capital needs of the Group and its su
136、bsidiaries for business expansion and other investments,to ensure that there is sufficient liquidity to meet our liabilities when due,under both normal and stressed conditions,without incurring unacceptable losses,or risking damage to the Groups reputation.In order to ensure the proper application o
137、f funds available to the Group investment,we have established policies and procedures on our investment management.Generally,our investment manager is responsible for managing and monitoring our investment portfolio on a daily basis.Any fund transfer for trading purpose,acquisition and disposal of a
138、ny investment shall be reviewed by our management and approved by our executive Chairman before execution.Our investment manager will prepare monthly trading summary report comprised of the detail balance of our investment portfolio,balance of our available fund and trading gain or loss as of the mo
139、nth end and report to our management and executive Chairman.EMPLOYEES AND REMUNERATIONAs at 31 December 2024 there were 42 employees(2023:277)in the Group.Total employee benefits expenses of the Group(including Directors fee)for the year ended 31 December 2024 were approximately RMB27.9 million(2023
140、:RMB38.6 million).Staff remuneration packages are determined based on each employees qualifications,experience,position and seniority.The Group also provides other staff benefits including medical and life insurance,and grants discretionary incentive bonuses to eligible staff based on their performa
141、nce and Groups results of operations.CHARGE OF ASSETSThe loans and borrowings for the Group include bankers acceptance,lease liabilities,bank overdrafts,bank loans,loans from trust finance company and other loans.The borrowings are secured by investment properties,legal mortgages of the property dev
142、elopment units,and corporate guarantee from the Company and group companies as well as guarantees from the third party companies.Particulars of charge of assets of the Group as at 31 December 2024 are set out in Notes 4,7,19 and 24 to the consolidated financial statements for the year ended 31 Decem
143、ber 2024.PURCHASE,SALE OR REDEMPTION OF THE COMPANYS LISTED SECURITIESThere was no purchase,redemption or sale of listed securities of the Company for the year ended 31 December 2024.NET GEARING RATIONet gearing ratio is calculated based on our total debt less cash and cash equivalents divided by to
144、tal equity.Total debt includes interest bearing loans and borrowings.As at 31 December 2024,the net gearing ratio of the Group was approximately 73%(31 December 2023:43%).Details of the gearing ratio are set out in Note 39 to the consolidated financial statements for the year ended 31 December 2024.
145、FOREIGN EXCHANGE EXPOSUREThe Groups property development and equipment manufacturing businesses are principally conducted in RMB and SGD,which are the functional currencies of the respective subsidiaries of the Group.Most of the Groups monetary assets and liabilities are denominated in RMB and SGD.D
146、uring the year ended 31 December 2024,the Group disposed of its equipment manufacturing business,as a result,the business operation was not expected to involve significant international transactions.Accordingly,the Group considers that the Groups exposure to foreign currency risk is not significant
147、and hence the Group does not employ any financial instruments for hedging purposes.CONTINGENT LIABILITIESDetails of the contingent liabilities of the Group are set out in Note 36 to the consolidated financial statements for the year ended 31 December 2024,which included the guarantees given to banks
148、 in connection with banking facilities granted to third party property customers.MATERIAL ACQUISITION AND DISPOSAL OF SUBSIDIARIESReference was made to the announcement of the Company dated 15 October 2024.The Company disposed its entire equity interest in Eindec Corporation Limited at an aggregate
149、consideration of approximately S$2,876,000(equivalent to approximately RMB15,609,000)on 15 October 2024.Save as disclosed,there was no material acquisition and disposal of subsidiaries by the Group during the year ended 31 December 2024.BOARD OF DIRECTORSWeiye Holdings Limited Annual Report 202422CH
150、EN ZHIYONGExecutive ChairmanMr.Chen Zhiyong(“Mr.Chen”),aged 54,is the chairman of the Board(the“Chairman”)and an executive Director.Mr.Chen has over 29 years of experience in the real estate industry.He joined Henan Weiye in July 2000,responsible for property development management,and was later pro
151、moted to the position of chief executive officer of Henan Weiye in 2010.He has been an executive Director and the chief executive officer of our Company(the“Chief Executive Officer”)since the Reverse Takeover in August 2011.On 27 February 2014,he was re-designated as the chief operating officer of o
152、ur Company.Mr.Chen currently holds positions of the directors and the legal representatives of the member companies of the Group.From 1993 to 1998,Mr.Chen was the manager of the project management department in the No.2 engineering department of the Zhongjian No.7 Bureau No.4 Construction Engineerin
153、g Company*(中建七局第四建築工程公司),a company principally engaged in the business of construction where he was responsible for the management of the construction of the property.Mr.Chen graduated from Naval University of Engineering,PLA(中國人民解放軍海軍工程大學)in Wuhan City,Hubei Province,the PRC,with a degree in projec
154、t management in June 2006.Mr.Chen is the brother-in-law of Mr.Zhang Wei,the controlling shareholder of the Company.LIU NINGLead Independent Non-Executive DirectorMr.Liu Ning(“Mr.Liu”),aged 60,was appointed as the lead independent non-executive Director,the chairman of the remuneration committee of t
155、he Company(the“RC”),a member of the audit committee of the Company(the“AC”)and a member of the nominating committee of the Company(the“NC”)on 19 December 2018.Mr.Liu has extensive experience of investment and administration in land property and hotel industry,and he is good at corporate comprehensiv
156、e management and investment and financing business.Mr.Liu obtained Bachelors of Engineering from Tongji University(同濟大學)and obtained a master degree of Business Administration from Macau University of Science and Technology(澳門科技大學).Mr.Liu is an engineer and a senior economist.From June 2000 to June
157、2003,Mr.Liu was the general manager of Shanghai Jinjiang International Hotels Development Co.,Ltd.(formerly known as Shanghai New Asia(Group)Co.,Ltd.),a company listed on the Shanghai Stock Exchange(stock code:600745).From July 2003 to April 2005,Mr.Liu was the president assistant,deputy managing di
158、rector of property department and the general manager of Shanghai Jinjiang International Holdings Co.,Ltd.From October 2009 to February 2014,Mr.Liu an executive director,president,vice president,chief operation officer and chief executive officer of Glorious Property Holdings Limited,a company liste
159、d on the Stock Exchange(stock code:845).From March 2014 to December 2014,Mr.Liu was the executive president and the regional president(China)of Baoneng Group.Mr.Liu is currently the managing director of Shinovation Capital Corporation Co.,Ltd.DONG XINCHENGIndependent Non-Executive DirectorMr.Dong Xi
160、ncheng(“Mr.Dong”),aged 58,was re-designated an independent non-executive Director,and appointed as the chairman of the NC,a member of the AC and a member of the RC on 19 December 2018.Mr.Dong has approximately 22 years of experience in legal practice.Mr.Dong graduated from Zhengzhou University(鄭州大學)
161、in Zhengzhou City,Henan Province,the PRC,with a Bachelors degree in engineering.Mr.Dong obtained the Legal Professional Qualification Certificate in September 2002.From 1990 to 1995,Mr.Dong was a senior officer in Road Administration Division of Henan Province Bureau of Transport*(河南省交通廳公路管理局).From
162、1996 to 2001,Mr.Dong was a deputy general manager at Shijiazhuang Xinlin Real Estate Development Co.,Ltd.(石家莊鑫麟房地產開發有限公司),where he was responsible for its business management.From 2002 to 2004,Mr.Dong practiced law at Henan Guanglei Law Firm(河南光磊律師事務所).From 2004 onwards,Mr.Dong has been practicing l
163、aw at Henan Zhengfangyuan Law Firm(河南正方圓律師事務所).Mr.Dong has been a non-executive director of China Mining International Limited,a company listed on the Main Board of Singapore Exchange(stock code:BHD)since September 2024.*For identification purposes onlyBOARD OF DIRECTORSWeiye Holdings Limited Annual
164、 Report 202423CHAN SZE MANIndependent Non-Executive DirectorMs.Chan Sze Man(“Ms.Chan”),aged 44,was appointed an independent non-executive Director,and the chairlady of the AC,a member of the RC and a member of the NC on 30 September 2024.Ms.Chan has over 21 years of experience in the accounting and
165、auditing industry in Hong Kong.Ms.Chan obtained her Bachelors degree of Business Administration in Accounting from The Hong Kong University of Science and Technology in November 2003.She has been a fellow of the Hong Kong Institute of Certified Public Accountants since March 2016.From September 2003
166、 to April 2010,Ms.Chan worked in Deloitte Touche Tohmatsu,an international accounting firm,with her last position as a manager.In June 2010,she joined Tongda Group Holdings Limited,a company listed on the Main Board of the Stock Exchange(stock code:698),which is engaged in the electronic products bu
167、siness,as an account manager and was promoted to the position of chief financial officer and company secretary in January 2011,where she was responsible for the corporate finance,accounts and company secretarial functions until August 2018,when she has been appointed as a non-executive director of t
168、he company.Ms.Chan acted as an independent non-executive director of Sunrise(China)Technology Group Limited(currently known as KOALA Financial Group Limited),a company listed on GEM of the Stock Exchange(stock code:8226)from October 2012 to April 2015.Ms.Chan also acted as an independent non-executi
169、ve director of Millennium Pacific Group Holdings Limited,a company listed on GEM of the Stock Exchange(stock code:8147)from June 2014 to July 2017.From September 2018 to November 2019,Ms.Chan worked in Transmit Entertainment Limited,a company listed on the Main Board of the Stock Exchange(stock code
170、:1326),which is engaged in media and entertainment business in Hong Kong and the PRC,as the chief financial officer where she was responsible for finance,accounts and secretarial matters of the company.Ms.Chan has been a non-executive director of Tongda Group Holdings Limited,a company listed on the
171、 Main Board of the Stock Exchange(stock code:698)since August 2018,an independent non-executive director of Chi Kan Holdings Limited,a company listed on the Main Board of the Stock Exchange(stock code:9913)since July 2020,and an independent non-executive director of Prosperous Future Holdings Limite
172、d(formerly known as“Future Development Holdings Limited”and“China Child Care Corporation Limited”),a company listed on the Main Board of the Stock Exchange(stock code:1259)since September 2016.SENIOR MANAGEMENTHONG JUNLIChief Executive OfficerMr.Hong Junli(“Mr.Hong”),aged 51,is the Chief Executive O
173、fficer.Mr.Hong has over 27 years of experience in the real estate industry.He joined the Group in November 2003 and held the various positions in the Group.On 15 November 2022,the vice president was re-designated as the Chief Executive Officer.Mr.Hong currently holds as the director and legal repres
174、entative of Jinwei(Henan)Trading Limited Company(金偉(河南)商貿有限公司),a wholly-owned subsidiary of the Company.Mr.Hong graduated from Zhejiang University(浙江大學)in Hangzhou City,Zhejiang Province,the PRC,with a master degree in business administration in December 2019.Mr.Hong has also been awarded the profes
175、sional qualification certificate in accountancy by the Ministry of Finance of China.Weiye Holdings Limited Annual Report 202424CORPORATE INFORMATIONBOARD OF DIRECTORSMr.Chen Zhiyong(Executive Chairman)Mr.Liu Ning(Lead Independent Non-Executive Director)Mr.Dong Xincheng(Independent Non-Executive Dire
176、ctor)Ms.Chan Sze Man(Independent Non-Executive Director)(appointed on 30 September 2024)Mr.Lam Ying Hung Andy(Independent Non-Executive Director)(resigned on 30 September 2024)AUDIT COMMITTEEMs.Chan Sze Man(Chairlady)(appointed on 30 September 2024)Mr.Lam Ying Hung Andy(Chairman)(resigned on 30 Sept
177、ember 2024)Mr.Dong XinchengMr.Liu NingNOMINATING COMMITTEEMr.Dong Xincheng(Chairman)Ms.Chan Sze Man(appointed on 30 September 2024)Mr.Liu NingMr.Lam Ying Hung Andy(resigned on 30 September 2024)REMUNERATION COMMITTEEMr.Liu Ning(Chairman)Mr.Dong XinchengMs.Chan Sze Man(appointed on 30 September 2024)
178、Mr.Lam Ying Hung Andy(resigned on 30 September 2024)COMPANY SECRETARIESMs.Shirley Tan Sey Liy(ACS,ACG)(appointed on 30 August 2024)Mr.Man Yun Wah(ACG,HKACG)Ms.Sharon Lim Siew Choo(ACS,ACG)(resigned on 30 August 2024)REGISTERED OFFICE10 Bukit Batok Crescent#06-05 The SpireSingapore 658079HEADQUARTERS
179、 AND PRINCIPAL PLACE OF BUSINESS IN THE PRC19th Floor,Building AWeiye International SquareIntersection of Yanqqiao RoadZhengkai AvenueZhendong New District,Zhengzhou CityHenan Province,the PRCPRINCIPAL PLACE OF BUSINESS IN HONG KONGUnit 1307A,13/F.,Two Harbourfront22 Tak Fung Street,Hunghom,Kowloon,
180、Hong KongAUDITORSBDO Limited25th Floor,Wing on Centre 111 Connaught Road Central Hong KongHONG KONG SHARE REGISTRAR AND TRANSFER OFFICETricor Investor Services Limited17/F,Far East Finance Centre16 Harcourt RoadHong KongPRINCIPAL BANKERSChina Construction Bank(Henan Branch)80 Garden Road,Zhengzhou C
181、ity Henan ProvinceThe PRC 450003China Construction Bank(Hainan Branch)Jian Hang Building,Guo Mao Main Road Haikou City,Hainan ProvinceThe PRC 570125United Overseas Bank Ltd80 Raffles Place UOB Plaza Singapore 048624CORPORATE GOVERNANCE REPORTWeiye Holdings Limited Annual Report 202425WEIYE HOLDINGS
182、LIMITED(the“Company”)and its subsidiaries(collectively,the“Group”)are committed to maintaining high standards of Corporate Governance to advance its mission to create value for the Groups customers and shareholders.This Corporate Governance Report states the manner in which the Group has applied the
183、 principles and the extent of compliance with the guidelines as set out in the code provisions of the Corporate Governance Code(the“CG Code”)as set out in Appendix C1 to the Rules(the“Listing Rules”)Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited(“SEHK”)to provide the
184、structure through which the objectives of protection of shareholders interest and enhancement of long term shareholders value are met.Throughout the financial year ended 31 December 2024,the Group had complied with the CG Code.BOARD MATTERSBoards Conduct of its AffairsThe board(the“Board”)of directo
185、rs(the“Directors”)of the Company oversees the Groups overall policies,setting Companys values and standards,strategies and objectives,reviewing management performance,identifying key stakeholder groups,key operational initiatives,performance and measurement,internal controls and risk management,majo
186、r funding and investment proposals,financial performance reviews,corporate governance practices and sustainability issues.Approval of the Board is required for matters such as corporate restructuring,mergers and acquisition,major investments and divestments,material acquisitions and disposals of ass
187、ets,major corporate policies on key areas of operations,share issuance,dividend and other returns to shareholders,acceptances of bank facilities,annual budget,release of the Groups interim and annual financial results and interested person transactions of a material nature.All Directors exercise due
188、 diligence and independent judgement in dealing with the business affairs of the Group and are obliged to act in good faith and objectively discharge their duties and responsibilities at all times as fiduciaries and take decisions in the interests of the Company.To assist the Board in the execution
189、of its responsibilities,the Board delegates its decision-making authority to three supporting committees,namely the audit committee(the“AC”),the nominating committee(the“NC”)and the remuneration committee(the“RC”)(collectively,the“Board Committees”).These Board Committees operate within clearly defi
190、ned Terms of Reference and they play important roles in ensuring good corporate governance in the Company and within the Group.These Terms of Reference are reviewed on a regular basis to ensure their continued relevance and are available on the websites of the SEHK and the Company,respectively.The B
191、oard conducts regular scheduled Board meetings at least four times a year to,among others,approve the interim and annual results announcement and to review the operations and performance of the Group.The schedule of all the regular Board and Board Committees meetings for a calendar year is usually g
192、iven to all the Directors well in advance in accordance with the Terms of Reference and the Listing Rules.Board meetings may also be convened as and when they are deemed necessary in between the scheduled meetings to address any specific significant matters that may arise.Important matters concernin
193、g the Group are also put to the Board for its decision by way of written resolutions.Notice of regular Board meetings is served to all the Directors at least 14 days before the meetings.For other Board and Board Committee meetings,reasonable notice is generally given.Board papers together with all a
194、ppropriate,complete and reliable information are sent to all the Directors at least 3 days before each Board or Board Committee meeting to keep the Directors apprised of the latest developments and financial position of the Company and to enable them to make informed decisions.The constitution of th
195、e Company provides for the Board to convene meetings by ways of tele-conferencing,video conferencing,audio or other similar communications equipment.When a physical meeting is not possible,timely communication with members of the Board can be achieved through electronic means and the circulation of
196、written resolutions for approval by the relevant members of the Board or Board Committees.Weiye Holdings Limited Annual Report 202426CORPORATE GOVERNANCE REPORTBoard Independence EvaluationThe Company recognizes the importance of the Board independence to corporate governance.In particular,in order
197、to ensure the strong independence of the Board and make ensure that the Board can obtain independent views and opinions,the following mechanisms are required:1)in assessing the qualification of potential candidates to become independent Directors,the NC and the Board will consider,among others,wheth
198、er the candidates are able to dedicate sufficient time to fulfill their duties as independent Directors and the candidates backgrounds and qualifications,in order to assess whether such candidates are able to bring an independent view to the Board;and 2)the NC is authorized to assess the independenc
199、e of all independent non-executive Directors on an annual basis with reference to the independence criteria set out in the Listing Rules so as to ensure that they can continue to exercise independent judgment.All Directors have full and timely access to all information of the Company and to the advi
200、ce and services of the company secretary and senior management of the Company.Directors are generally entitled to seek independent professional advice on the discharge of their duties to the Company in appropriate circumstances upon request and at our Companys expense.At the same time,the Company ha
201、s formulated internal policies(including but not limited to the constitution of the Company,the terms of reference of the RC,the AC and the NC to ensure that the Board is provided with independent views and opinions.For the year ended 31 December 2024,the Company has reviewed the implementation and
202、effectiveness of the above mechanism and is of the view that the above mechanism is able to ensure that the Board is provided with independent views and opinions.The Directors for the year ended 31 December 2024 and up to the date of this annual report were as follows:Executive DirectorMr.Chen Zhiyo
203、ng(Executive Chairman)Independent Non-Executive DirectorsMr.Liu NingMr.Dong XinchengMr.Lam Ying Hung Andy(resigned on 30 September 2024)Ms.Chan Sze Man(appointed on 30 September 2024)(Note)Note:Ms.Chan Sze Man,being appointed on 30 September 2024,obtained the legal advice referred to in Rule 3.09D o
204、f the Listing Rules on 30 September 2024,and Ms.Chan Sze Man confirmed that she understood her obligations as a Director.The attendances of the Directors at the annual general meeting,Board meetings and Board Committees meetings held during the year ended 31 December 2024 are as follows:Attendance/N
205、umber of meetingsAnnualGeneralmeetingBoardmeetingsAuditCommitteemeetingsNominatingCommitteemeetingRemunerationCommitteemeetingMr.Chen Zhiyong1/14/42/2*1/1*1/1*Mr.Dong Xincheng1/14/42/21/11/1Mr.Lam Ying Hung Andy(resigned on 30 September 2024)1/14/42/21/11/1Mr.Liu Ning1/14/42/21/11/1Ms.Chan Sze Man(a
206、ppointed on 30 September 2024)N/AN/AN/AN/AN/A*By invitationCORPORATE GOVERNANCE REPORTWeiye Holdings Limited Annual Report 202427The Board has adopted internal guideline setting forth matters that require Boards approval.The Board has identified,including but not limited to,the following areas for w
207、hich the Board has direct responsibility for decision making within the Group:Approval of the Groups major investments/divestments and funding decisions;Approval of the Groups interim and annual financial result announcements for release to the SEHK;Approval of any agreement which is not in the ordi
208、nary course of business;Approval of any major borrowings or corporate guarantees in relation to borrowings;Entering into any profit-sharing arrangement;Entering into any foreign exchange hedging transactions;Appointment or removal of any key executive and legal representative;Incorporation or dissol
209、ution of any material subsidiary;Issuance of shares or declaration of dividends;Approval of the annual report and audited financial statements;Convening general meetings;Approval of corporate strategies;Approval of material acquisition and disposal of assets;and Approval of announcements or press re
210、leases concerning the Group for release to the SEHK.The Directors are also updated regularly with the changes to the Listing Rules,risk management,corporate governance,insider trading and the key changes in the relevant regulatory requirements and financial reporting standards and the relevant laws
211、and regulations to facilitate effective discharge of their fiduciary duties as Board or Board Committees members.New releases issued by the SEHK which are relevant to the Directors are circulated to the Board.The company secretaries of the Company(the“Company Secretaries”)informed the Directors of u
212、pcoming conferences and seminars relevant to their roles as Directors.Annually,the External Auditors update the AC and the Board on the new and revised financial reporting standards that are applicable to the Company or the Group.Appropriate briefing and orientation will be arranged for newly appoin
213、ted Directors to familiarise them with the Groups business operations,strategic directions,directors duties and responsibilities and the corporate governance practices.They will also be given opportunities to visit the Groups operational facilities and meet the Management so as to gain a better unde
214、rstanding of the Groups business.The Directors are encouraged to attend seminars and receive training to improve themselves in the discharge of Directors duties and responsibilities.Changes to regulations and accounting standards are monitored closely by the Management.To keep pace with such regulat
215、ory changes,the Company provides opportunities for ongoing education and training on Board processes and best practices as well as updates on changes in legislation and financial reporting standards,regulations and guidelines from the Listing Rules that affect the Company and/or the Directors in dis
216、charging their duties.Weiye Holdings Limited Annual Report 202428CORPORATE GOVERNANCE REPORTThe shares of the Company have been listed on the Main Board of the SEHK since 6 April 2016.In order to comply with Rule C.1.4 of Appendix C1 to the Listing Rules,the Company has provided information related
217、to the changes in the Listing Rules to the Directors to update and refresh the Directors knowledge on the latest developments to the Listing Rules and/or any other necessary information from time to time.The Company will continuously update the Directors on the latest developments to the Listing Rul
218、es and other applicable regulatory requirements,to ensure compliance and enhance the Directors awareness of good corporate governance practices.The Company may from time to time arrange the training for the Directors at the Companys costs.Newly appointed Directors receive appropriate training such a
219、s accounting,legal and industry specific knowledge,if required,and a comprehensive,formal and tailored induction on appointment.The Group provides background information about its history,mission and values to its Directors.In addition,the Management regularly updates and familiarises the Directors
220、on the business activities of the Company during Board meetings.A service contract or letter of appointment would be furnished to every newly-appointed Director upon their appointment explaining,among other matters,their roles,obligations,duties and responsibilities as member of the Board.Board Comp
221、osition and GuidanceThere is presently a strong and independent element on the Board.Three independent non-executive Directors make up over a half of the Board and the independence of each independent non-executive Director has been reviewed by the NC.The NC is of the view that all the independent n
222、on-executive Directors are independent to the Company.The criteria for independence are determined based on the definition as provided in the Listing Rules and the independence of each independent non-executive Director is reviewed annually by the NC.The Board considers an independent non-executive
223、Director as one who has no relationship with the Company,its related companies or its officers that could interfere,or be reasonably perceived to interfere,with the exercise of the Directors independent judgment of the Groups affairs.The Board constantly examines its Board size with a view to determ
224、ining the optimum size for effective decision-making.The Board taking into account the scope and nature of the operations of the Company,the requirement of the business and the need to avoid undue disruptions from the change in commotion of the Board and Board Committees.The Board is of the view tha
225、t its current size is appropriate,which facilitates effective decision-making.The Board and Board Committees provide an appropriate balance and diversity of skills.The Directors bring with them a wealth of expertise and experience in areas such as accounting,finance,legal,business or management expe
226、rience and industry knowledge as well as knowledge of the Company and the Group.Its composition enables the Management to benefit from a diverse and objective perspective on any issues raised before the Board.Independent non-executive Directors exercise no management functions in the Group.The role
227、of the independent non-executive Directors is particularly important in ensuring that the strategies proposed by Management are fully discussed and rigorously examined and reviewing the performance of Management in meeting agreed goals and objectives and monitor the reporting of performance.The Comp
228、any co-ordinates informal meeting sessions between the executive Chairman and the independent non-executive Directors where necessary without the presence of the Management and the other Directors to discuss matters such as the Groups financial performance,corporate governance initiatives,Board proc
229、esses,succession planning as well as leadership development and the remuneration of the executive Directors.CORPORATE GOVERNANCE REPORTWeiye Holdings Limited Annual Report 202429Nominating CommitteeThe NC,regulated by a set of written Terms of Reference,comprises the following three independent non-
230、executive Directors.Mr.Dong Xincheng(Chairman)Ms.Chan Sze ManMr.Liu NingThe principal functions of the NC are to,among others:Review the structure,size and composition of the Board;Review the board succession plans for directors,in particular the Chairman and Chief Executive Officer;Develop a proces
231、s for evaluating the performance of the Board,its committees and directors;Review training and professional development programs for the Board;Review the background,academic and professional qualification and make recommendation to the Board on all the candidates nominated for appointment to the Boa
232、rd and Board Committees of the Company and of its subsidiaries;Review annually on the independence of the independent non-executive Directors;Identify and recommend Directors who are retiring by rotation to be put forward for re-election;Review the ability of a Director to adequately carry out his d
233、uties as Director when the Directors has multiple Board representations;and Assess the effectiveness of the Board as a whole.Weiye Holdings Limited Annual Report 202430CORPORATE GOVERNANCE REPORTThe NC makes recommendations to the Board on all Board appointments and is responsible for the re-nominat
234、ion of Directors at regular intervals,through nomination process which take into consideration the Directors contribution and performance at Board meetings,including attendance and participation.The NC is responsible to review the Board Diversity Policy,as appropriate;and review the measurable objec
235、tives that the board has set for implementing the Board Diversity Policy,and the progress on achieving the objectives;and make disclosure of its review results in the Corporate Governance Report annually.Where a Director has multiple Board representations,the NC will evaluate whether the Director is
236、 able to and has adequately carried out his or her duties as Director by taking into consideration the contribution and the respective Directors attendance at the Board meeting.The Board is satisfied that Directors who have multiple board representations have devoted sufficient time and attention to
237、 the affairs of the Group.Their multiple board representations do not hinder their abilities to carry out their duties as Directors of the Company.Accordingly,the Board,with the concurrence of the NC,has agreed that the Company shall not impose a maximum number of listed board representations on the
238、 Directors as the Board is of the opinion that setting a fixed number would not adequately take into account the varied circumstances of each Director and the NC will instead focus on whether a Director has sufficient time to adequately discharge his or her duties to the Company.The NC would monitor
239、 and determine annually,on a case-by-case basis,whether Directors have given sufficient time and attention to the affairs of the Company and adequately carry out his or her duties as a Director.The Board,based on the recommendations of the NC will conduct search and selection process to ensure that
240、Directors appointed possess the background,experience and knowledge critical to the Groups business and each Director,through his or her unique contributions,brings to the Board an independent and objective perspective to enable balanced and well-considered decision to be made.Each executive Directo
241、r has entered into a service contract with the Company for a term of 3 years,while each independent non-executive Director has entered into a letter of appointment with the Company for a term of 3 years.In accordance with the Companys constitution,each Director is required to retire at least once in
242、 every three years by rotation and all Directors newly appointed by the Board will have to retire and,being eligible,offer themselves for re-election at the next annual general meeting of the Company(the“AGM”)following their appointments.Each member of the NC shall abstain from voting on any resolut
243、ions at the relevant NC and Board meetings in respect of his or her renomination as a Director.The NC recommended that Mr.Chen Zhiyong and Ms.Chan Sze Man(collectively,the“Retiring Directors”),be nominated for re-election at the forthcoming AGM.The Board had accepted the NCs recommendation and the R
244、etiring Directors will be offering themselves for reelection at the forthcoming AGM.For the year ended 31 December 2024,the NC is of the view that the independent non-executive Directors are independent(as defined in Listing Rules)and are able to exercise judgment on the corporate affairs of the Gro
245、up independent of the Management.Although some of the Directors have other Board representation,the NC is satisfied that these Directors are able to and have adequately carried out their duties as the Directors and given sufficient time and attention to the Companys affairs.The key information regar
246、ding the Directors such as academic and professional qualifications,Board Committees served,directorships or chairmanships both present and past held over the preceding three years in other listed companies and other major appointments,whether the appointment is executive or non-executive are set ou
247、t on pages 22 to 23 of this annual report.CORPORATE GOVERNANCE REPORTWeiye Holdings Limited Annual Report 202431Board Diversity PolicyThe Company has a board diversity policy(the“Board Diversity Policy”)which sets out it approach to achieve a sustainable and balanced development,the Company sees inc
248、reasing diversity at the Board level as an essential element in supporting the attainment of its strategic objectives and its sustainable development.In designing the Boards composition,Board diversity has been considered from a number of aspects,including but not limited to gender,age,cultural and
249、educational background,ethnicity,professional experience,skills,knowledge and length of service.All Board appointments will be based on meritocracy,and candidates will be considered against objective criteria,having due regard for the benefits of diversity on the Board.In striving to attaining gende
250、r diversity,the NC is delegated with authority to identify potential candidates through different means and channels,including use of external recruitment agencies and any other means that it deems appropriate.Currently,the Board consists of four members who have accounting,financial expertise or ex
251、perience related to the industry where the Company operates,one of whom is a female Director.The NC has reviewed the policy concerning the diversity of Board members and believes that the Board has already had a diverse mix of gender,skills,knowledge and experience.The Company will strive to achieve
252、 gender balance of the Board through the following measures to be implemented by the NC in accordance with the Board Diversity Policy.The Company will actively identify female individuals suitably qualified to become the Board members.To further ensure gender diversity of the Board in the long run,t
253、he Group will take opportunities to increase the proportion of female members of the Board,identify and select several female individuals with a diverse range of skills,experience and knowledge in different fields from time to time,and maintain a list of such female individuals who possess qualities
254、 to become the Board members,which will be reviewed by the NC periodically in order to develop a pipeline of potential successors to the Board to promote gender diversity of the Board.Nomination PolicyThe Board has a nomination policy which sets out the procedures and criteria for the selection,appo
255、intment and re-appointment of the Directors.In evaluating and selecting any candidate for directorship,the NC shall consider the candidates character and integrity,professional qualifications,skills,knowledge and experience,independence,diversity on the Board,willingness to devote adequate time to d
256、ischarge duties as a Board member and such other criteria that are appropriate to the business of the Company.The NC shall assess whether any vacancy on the Board has been created or is expected on a regular basis or as required.The NC utilizes various methods for identifying director candidates,inc
257、luding recommendations from Board members,management,and professional search firms.All director candidates,including incumbents and candidates nominated by Shareholders are evaluated by the NC based upon the director qualifications.While director candidates will be evaluated on the same criteria thr
258、ough review of resume,personal interview and performance of background checks.The NC retains the discretion to establish the relative weighting of such criteria,which may vary based on the composition,skill sets,age,gender and experiences of the collective Board rather than on the individual candida
259、te for the purpose of diversity perspectives appropriate to the requirement of the Companys business.Access to InformationThe Board is provided with adequate and timely information on Board affairs and issues that require the Boards decision.All the Directors have separate and independent access to
260、the Groups senior management and the Company Secretaries at all times.Requests for information from the Board are dealt with promptly by the management.The Board is informed of all material events and transactions as and when they occur.The management also consults with the Board members regularly w
261、henever necessary and appropriate.All the Directors are provided with complete and adequate information including board papers and related materials in relation to financial such as budgets,forecasts and financial statements,business and background or explanatory information relating to corporate ma
262、tters of the Group prior to Board meetings and on an ongoing basis so as to enable the Directors to oversee the Groups operational and financial performance.The Directors are also informed of any material variance between projections and actual results or significant developments or events relating
263、to the Group.The Company Secretaries or their representative administers attend and prepare minutes of all the Board and the Board Committees meetings and assist the Chairman,the AC,the RC and the NC in ensuring that proper procedures at such meetings are followed and reviewed so that the Board and
264、the Board Committees function effectively.The Company Secretaries or their representatives roles are to advise the Board on all governance matters,ensuring that legal and regulatory requirements as well as Board policies and procedures are complied with.Each Director,the Board or the Board Committee
265、s may seek independent professional advice at the Companys expenses,subject to the approval of the executive Chairman,in fulfilling their duties and responsibilities and such costs will be borne by the Company.The appointment and removal of the Company Secretaries are subject to the consideration an
266、d approval of the Board as a whole.Weiye Holdings Limited Annual Report 202432CORPORATE GOVERNANCE REPORTRemuneration CommitteeThe RC,regulated by a set of written Terms of Reference,comprises the following three independent non-executive Directors.Mr.Liu Ning(Chairman)Mr.Dong XinchengMs.Chan Sze Ma
267、nThe key functions of the RC include,among others:Reviewing and approving the policy for determining the remuneration of executives of the Group,including that of our executive Directors,Chief Executive Officers and other key management executives;Reviewing the on-going appropriateness and relevance
268、 of the executive remuneration policy and other benefit programs;Considering,reviewing and approving the remuneration package and service contract terms for individual executive Directors and each member of key management having regard to the executive remuneration policy for each of the companies w
269、ithin the Group and with reference to the Boards corporate goals and objectives;Making recommendation to the Board and approving the remuneration framework for non-executive Directors on the relevant boards of directors within the Group;Reviewing and approving compensation payable to executive Direc
270、tors and senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;Reviewing and approving compensation arrangements relating to dismissal or removal of Directors for misconduct to ensure that
271、 they are consistent with contractual terms and are otherwise reasonable and appropriate;Ensuring that no Director or any of his associates is involved in deciding his own remuneration;Considering salaries paid by comparable companies,time commitment and responsibilities and employment conditions el
272、sewhere in the Group;Reviewing and approving the remuneration framework of the Directors and key management executives;Reviewing and submitting its recommendations for endorsement by the Board,any option plans,stock plans and/or other equity based plans which may be set up from time to time;and Revi
273、ewing and/or approving matters relating to share schemes under Chapter 17 of the Listing Rules.The RC recommends to the Board a framework for the remuneration for the Directors and key management executives and determines specific remuneration packages for each executive Director and key management
274、executive.The RCs recommendations are made in consultation with the executive Chairman and are submitted for endorsement by the entire Board.Each Director shall abstain from voting on any resolution and making any recommendation and/or participating in any deliberation in respect of his or her own r
275、emuneration.The payment of Directors fees is subject to the approval of shareholders of the Company at AGM.CORPORATE GOVERNANCE REPORTWeiye Holdings Limited Annual Report 202433In reviewing the service agreements of the executive Directors and key management personnel of the Company,the RC will revi
276、ew the Companys obligations arising in the event of termination of these service agreements,to ensure that such service agreements contain fair and reasonable termination clauses which are not overly generous.The RC aims to be fair and avoid rewarding poor performance.In setting remuneration package
277、s,the Company takes into consideration the remuneration packages and employment conditions within the industry as well the Groups relative performance and the performance of each of the Directors.The executive Directors do not receive directors fees.The remuneration packages of the executive Directo
278、rs and the key management personnel are structured link to corporate and individual performance as well as commensurate with their respective job scope and the level of responsibilities after taking into account the risk polices of the Company.It comprises primarily a basic salary component and a va
279、riable component which is the bonuses and other benefits.The Company does not have any employee share option scheme or any long-term incentive scheme in place.The independent non-executive Directors are paid directors fees taking into account factors such as the effort and time spent and the scope o
280、f responsibilities of the independent non-executive Directors.The chairman of each Board Committees is compensated for his or her additional responsibilities.The directors fees are recommended by the Board for approval at the AGM.The Board ensures that the independent non-executive Directors are not
281、 over-compensated to the extent that their independence may be compromised.The Company currently does not have any scheme(s)to encourage independent non-executive Directors to hold shares of the Company so as to better align the interests of such independent non-executive Directors with the interest
282、s of shareholders.However,the Company will consider and review the feasibility for having such scheme,as and when is appropriate.The Company does not use contractual provisions to allow the Company to reclaim incentive components of remuneration from executive Directors and key management personnel
283、in exceptional circumstances of misstatement of financial results,or of misconduct resulting in financial loss to the Company.Each of the Directors shall have the duties of care and skill and fiduciary duties to the Company.The Company should be able to avail itself to remedies against the Directors
284、 in the event of such breach of fiduciary duties.Directors Remuneration PolicyThe Company has adopted a director remuneration policy,it sets out the general principles which guide the Group to deal with the remuneration matters.This remuneration policy aims to provide a fair market level of remunera
285、tion to retain and motivate high quality directors,senior management of the Group and attract experienced people of high calibre to oversee the business and development of the Group.Accountability and AuditThe Board understands its accountability to the shareholders on the Groups position,performanc
286、e and progress.The objectives of the presentation of the annual financial statements and announcements of financial results are to provide shareholders with a balanced and understandable assessment of the Company and Groups performance,position and prospects.The Board acknowledge their responsibilit
287、ies for preparing the Groups accounts which gives a true and fair view of the financial position of the Group.The statement by the external auditors about their reporting responsibilities on the financial statements is set out in the independent auditors report on pages 47 to 50 of this annual repor
288、t.Weiye Holdings Limited Annual Report 202434CORPORATE GOVERNANCE REPORTThe management provides the Board with appropriately detailed management accounts of the Groups performance,position and prospects on a regular basis and when deemed appropriate by particular circumstances.The management maintai
289、ns regular contact and communication with the Board by various means including the preparation and circulation to all the Board members of management accounts on financial information and position of the Group.This allows the Board to monitor the Groups performance and position as well as the manage
290、ments achievements of the goals and objectives determined and set by the Board from time to time.The Directors are aware of the requirements under the applicable regulations and the Listing Rules for the handling and dissemination of inside information.All the inside information identified by the Di
291、rectors shall be published and disclosed to the public timely through the Companys publications and communications,unless the information falls within safe harbours as prescribed in the Securities and Futures Ordinance(Chapter 571 of the Laws of Hong Kong).Risk Management and Internal ControlsThe Gr
292、oup maintains a system of internal controls for all companies within the Group,but recognises that no cost-effective internal controls system will preclude all errors and irregularities.The system is designed to manage rather than to eliminate the risk of failure to achieve business objectives and c
293、an provide only reasonable and not absolute assurance against material misstatement or loss after taking the Companys risk tolerance and risk polices into consideration.Annually the Board reviews the adequacy of the risk management and internal control system in place which address the financial,ope
294、rational,compliance and information technology risks and the objectives of these controls are to provide reasonable,but not absolute,assurance that there are no material financial misstatements or material loss,there are maintenance of proper accounting records,financial information,shareholders inv
295、estments and the Groups assets are safeguarded.As the Company does not have a risk management committee,the Board and management assume the responsibility of overseeing the Companys risk management framework and function.The management reviews regularly the Groups business and operational activities
296、 to identify areas of significant risks as well as appropriate measures to control and mitigate these risks.The management reviews significant policies and procedures and highlights significant matters to the Board and the AC.Relying on the reports from the internal auditors,the AC reviews the effec
297、tiveness of the Groups internal controls systems.Any material non-compliance or weaknesses in internal controls or recommendations from the internal auditors to further improve the internal controls were reported to the AC directly.The AC will also follow up on the actions taken by the management an
298、d on the recommendations made by the internal auditors against the material non-compliance or weaknesses in relation to internal controls.The external auditors and internal auditors have not reported to AC any material internal controls weakness identified in the course of audit of the Groups consol
299、idated financial statements for the year ended 31 December 2024.Based on the discussions with the management and the reports from the internal auditors and external auditors,periodic reviews by the management and to the best knowledge and belief of the Board,the Board,with the concurrence of the AC,
300、is of the opinion that the Groups risk management and internal controls systems were effective and adequate in addressing material financial,operational,compliance and information technology risks of the Group during the year ended 31 December 2024 in meeting the current needs of the Groups business
301、 operations and provide reasonable,but not absolute,assurance against material financial misstatements or material loss and to safeguarding the Groups assets.CORPORATE GOVERNANCE REPORTWeiye Holdings Limited Annual Report 202435Audit CommitteeThe AC,regulated by a set of written Terms of Reference,c
302、omprises the following three independent non-executive Directors.Ms.Chan Sze Man(Chairlady)Mr.Dong XinchengMr.Liu NingThe AC performs,among others,the following functions:1.review with the external auditors the audit plan,scope of work,their evaluation of the system of internal accounting controls,t
303、heir management letter and the managements response,and results of the audits conducted by the Groups internal and external auditors;2.monitor the integrity of and review the annual and interim financial statements and results announcements before submission to the Board for approval,focusing in par
304、ticular,on changes in accounting policies and practices,major risk areas,significant adjustments resulting from the audit,the going concern statement,compliance with financial reporting standards as well as compliance with the Listing Rules and any other statutory or regulatory requirements;3.review
305、 the risk profile of the Group,effectiveness and adequacies of its internal controls and risk management procedures,including financial,operational,compliance and information technology controls and procedures and the appropriate steps to be taken to mitigate and manage risks at acceptable levels de
306、termined by the Board;4.ensure co-ordination between the external and internal auditors and the management,and review the assistance given by the management to the external and internal auditors,and discuss problems and concerns,if any,arising from the audits,and any matters which the external and i
307、nternal auditors may wish to discuss(in the absence of the management where necessary);5.review and discuss with the external auditors any suspected fraud or irregularity,or suspected infringement of any relevant laws,rules or regulations,which has or is likely to have a material impact on the Group
308、s operating results or financial position,and the managements response;6.consider the appointment,remuneration,terms of engagement or re-appointment of the external and internal auditors and matters relating to the resignation or dismissal of the auditors;7.review the appointments of persons(upon ap
309、pointment and upon renewal of their respective service contracts),occupying managerial positions who are related to the Directors,Chief Executive Officer or the controlling shareholders of the Group,including their remuneration;8.evaluate the independence of the external auditors;9.develop and imple
310、ment policy on engaging an external auditor to supply non-audit services;10.consider major investigation findings on risk management and internal control matters as delegated by the Board or on its own initiative and Managements response to these findings;11.review the adequacy of the internal audit
311、 function and ensure that a clear reporting structure is in place between the AC and the internal auditors;12.review any potential conflicts of interests;13.review the adequacy of potential business risk management processes;Weiye Holdings Limited Annual Report 202436CORPORATE GOVERNANCE REPORT14.re
312、view and approve all hedging policies and instruments(if any)to be implemented by the Group;15.undertake such other reviews and projects as may be requested by the Board and report to the Board its findings from time to time on matters arising and requiring the attention of the AC;16.review and sigh
313、t all resignation letters of the legal representatives of the Groups Peoples Republic of China(the“PRC”)subsidiaries,which have been signed in advance,and such letters shall be held in custody by the Company Secretaries;17.review and establish procedures for receipt,retention and treatment of compla
314、ints received by the Group,inter alia,criminal offences involving the Group or its employees,questionable accounting,auditing,business,safety or other matters that impact negatively on the Group;and18.generally undertake such other functions and duties as may be required by statute or the Listing Ru
315、les,and by such amendments made thereto from time to time.The AC has full access to and co-operation of the management,and has full discretion to invite any Director or executive officer to attend its meetings.It also has reasonable resources to enable it to discharge its functions.The AC shall comm
316、ission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity,or failure of internal controls or infringement of any Singapore law,rules or regulations(and of any other jurisdictions that imposed upon the Group as and when applicable)which
317、has or is likely to have a material impact on the Groups operating results and/or financial position.Each member of the AC shall abstain from reviewing any particular transaction or voting on such resolution in respect of which he or she is or may be interested in.The AC recommends to the Board on t
318、he proposals to the shareholders on the appointment,re-appointment and removal of the external auditors and approval of the remuneration of the external auditors.The AC has recommended to the Board that BDO Limited(“BDO”)be nominated for re-appointment as external auditors of the Company at the fort
319、hcoming AGM.The Company confirmed that Rule 13.88 of the Listing Rules had been complied with.The AC meets with the external auditors and internal auditors without the presence of the executive Directors and the management,as and when necessary,to review the adequacy of audit arrangement,with emphas
320、is on the scope and quality of their audit,the independence,objectivity and observations of the external auditors and internal auditors.The AC,having reviewed the non-audit services provided by the external auditors,is satisfied that the nature and extent of such services does not prejudice the inde
321、pendence and objectivity of the external auditors.The audit fee paid or payable to BDO for audit services rendered to the Company for the year ended 31 December 2024 was approximately RMB1.1 million.There was no non-audit service provided by BDO to the Company for the year ended 31 December 2024.The
322、 Company has developed a whistle blowing policy which allows all staff and independent third parties,including customers,suppliers and contractors,to report any possible improprieties,misconducts,malpractices or irregularities in matters of financial reporting,internal control or other matters to th
323、e Board or the AC anonymously.This policy provides well-defined and accessible channels in the Group through which employees are able to raise concerns about improper conduct within the Group free of stress and restrictions by post or email to the chairman of the AC or the Company Secretaries.After
324、the preliminary evaluation of the whistle-blowing,an investigation group with professionals will be established to conduct investigation and submit reports to the Groups management for further handling.Every reasonable effort will be made by us to maintain the confidentiality of all whistle-blowers,
325、and thorough investigation procedures will be carried out.Such procedures will be regularly reviewed by the management to ensure its effectiveness.As of the date of this report,there were no reports received through the whistle-blowing mechanism.CORPORATE GOVERNANCE REPORTWeiye Holdings Limited Annu
326、al Report 202437The Group has consistently adopted a zero-tolerance policy on all forms of corruption,bribery,fraud and money laundering,and strictly complies with laws and regulations in the PRC and the Prevention of Bribery Ordinance in Hong Kong.The Group has formulated rules and regulations such
327、 as the“Code of Conduct”,the“Conflict of Interest Policy”,the“Whistle-blowing Policy”,the“Regulations on Business Discipline Ordinance”,the“Independent Commission against Corruption Policy”,and so on,which detail out the guidelines for employees to prevent various illegal and improper behaviors and
328、to avoid potential conflict of interests with related parties,as well as the provisions for supervision and verification in bidding and procurement.The terms of the commitment to integrity will be stated when entering into business contracts with our customers,suppliers and other partners,to elimina
329、te any violations of business Integrity.The Group has also provided anti-corruption training to the Board and employees at least annually,and required all newly recruited employees to undergo the“Code of Conduct”training.Please refer to the“Sustainability Report 2024”of the Company for more details.
330、The AC is kept updated annually or from time to time on any changes to the accounting and financial reporting standards by the external auditors to keep abreast of changes to accounting standards and issues which have direct impact on financial statements.No former partner or director of the Company
331、s existing auditing firm or auditing corporation,within a period of 2 years from the date of his ceasing to be a partner of the auditing firm or director of the auditing corporation,has acted as a member of the AC.Internal AuditThe Board recognises the importance of the internal audit function which
332、 being independent of management is one of the principal means by which the AC is able to carry out its responsibilities effectively.The Company outsources its internal audit function to an external consultant.The internal auditor has unfettered access to all Companys documents,record properties and
333、 personnel including access to the AC.The internal auditor has conducted parts of its audit plan and put forward its findings and recommendations to the AC for review.The internal auditor has a direct and primary reporting line to the AC and assists the AC in overseeing and monitoring the implementation of improvements required on internal control weakness identified.The AC has reviewed the annual
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