Annual Report 2021

88 SHOUGANG CENTURY HOLDINGS LIMITED 首佳科技製造有限公司 REPORT OF THE DIRECTORS 董事會報告書 董事購買股份及債權證之權利 除於以下「 根據證券及期貨條例董事於股份、 債權證或相關股份之權益及淡倉 」標題內及財 務報告附註 36 所披露的資料以外，於本年度內 任何時間，本公司或其任何附屬公司概無參與 訂立任何安排，致使董事或彼等各自之配偶或 十八歲以下之子女可藉購買本公司或其他法定 團體之股份或債權證而獲得利益。 獨立非執行董事 按照上市規則第 3.13 條規定，本公司已收到每 名獨立非執行董事確認其獨立性的年度確認 書。本公司認為所有獨立非執行董事確屬有其 獨立性。 葉健民先生服務董事會至今已超過九年，彼並 無參與本集團任何行政管理工作，及葉先生的 律師樓及其直系親屬從未向本集團提供任何服 務。彼對本公司業務之熟悉及資深經驗有助其 向本公司提供較佳之獨立意見和對彼董事職務 持續表現堅定的承擔。考慮到彼過往年度工作 之獨立範疇及彼履行獨立非執行董事職責的高 度正直，並無任何證據顯示服務年資對彼獨立 性產生負面影響。 股票掛鈎協議 本公司之購股權計劃載列於綜合財務報告附註 36 。 可供分派儲備 於二零二一年十二月三十一日，按公司條例第 291 、 297 及 299 條之規定計算，本公司可供分 派之儲備為港幣 170,460,000 元。 DIRECTORS’ RIGHTS TO ACQUIRE SHARES AND DEBENTURES Apart from information disclosed under the heading “ DIRECTORS’ INTERESTS AND SHORT POSITIONS IN SHARES, DEBENTURES OR UNDERLYING SHARES UNDER THE SFO ” and in note 36 to the consolidated financial statements, at no time during the year was the Company or any of its subsidiaries a party to any arrangement to enable the Directors or their respective spouse or children under 18 years of age to acquire benefits by means of the acquisition of Shares in or debentures of the Company or any other body corporate. INDEPENDENT NON-EXECUTIVE DIRECTORS The Company has received, from each of the independent non-executive Directors, an annual confirmation of his independence pursuant to Rule 3.13 of the Listing Rules. The Company considers all of the independent non- executive Directors are independent. Mr. Yip Kin Man, Raymond has served the Board for more than nine years, he has not engaged in any executive management of the Group, and Mr. Yip’s solicitors firm and his respective family members have never provided any service to the Group. He believes his familiarity and extensive experience with the Company’s business may place him in a better position to contribute independent views to the Company and continue to demonstrate a firm commitment to his role. Taking into consideration of his independent scope of works and his high integrity when performing duties as an independent non-executive Director over the past years, there is no evidence that length of tenure is having an adverse impact on his independence. EQUITY-LINKED AGREEMENT Particulars of the Company’s share option scheme during the year are set out in note 36 to the consolidated financial statements. DISTRIBUTABLE RESERVES As at 31 December 2021, the Company’s reserves available for distribution, as calculated in accordance with the provisions of Sections 291, 297 and 299 of the Companies Ordinance, amounted to HK$170,460,000.