Annual Report 2022

106 SHOUGANG CENTURY HOLDINGS LIMITED 首佳科技製造有限公司 REPORT OF THE DIRECTORS 董事會報告書 關連人士交易 （續） 關連交易－融資租賃安排 （續） 於訂立融資租賃合同日，本公司由首控香港及 其受控法團持有約 47.76% 權益，根據上市規 則，首控香港被視作主要股東。南方租賃為一 間由首惠產融間接持有 75% 權益的附屬公司， 而首惠產融由首控香港持有約 50.84% 權益。 南方租賃亦由首控香港之間接全資附屬公司 持有 25% 權益。因此，南方租賃為首控香港的 聯繫人，亦為本公司的關連人士（於發行人層 面）。根據上市規則第 14A 章，融資租賃合同項 下擬進行之交易構成本公司的一項關連交易。 根據上市規則第 14A.76(2) 條之規定，由於融 資租賃合同及其項下擬進行之交易的所有適用 百分比率（不包括盈利比率）高於 0.1% 但低於 5% ，故該項交易須遵守上市規則第 14A 章之 申報及公告規定，惟獲豁免遵守通函（包括獨 立財務顧問）及獨立股東批准規定。有關融資 租賃合同之詳情已於本公司日期為二零二一年 五月三十一日的公告中披露。 來自南方租賃之貸款已於二零二二年十二月全 部償還。 酬金政策 本集團僱員之薪酬主要根據僱員之價值、資 格、能力以及業界當時市場狀況而釐定。彼等 之酬金包括酌情發放之花紅，一般會每年予以 檢討。董事之酬金乃由薪酬委員會參照董事之 個人表現、公司之業績表現及盈利狀況、亦以 業界之薪酬基準及當時市場環境而釐定。 此外，本公司採納一項購股權計劃作為給予 董事及合資格人士╱合資格承授人之獎勵╱ 報酬，有關該計劃之資料載列於財務報告附註 36 。 RELATED PARTY TRANSACTIONS (continued) Connected Transaction – Finance Lease Arrangement (continued) On the date for entering into the Finance Lease Agreement, the Company was held as to approximately 47.76% by Shougang HK and its controlled corporations. Pursuant to the Listing Rules, Shougang HK is regarded as a substantial Shareholder. South China Leasing is an indirect 75% owned subsidiary of Capital Industrial Financial, which is in turn held as to approximately 50.84% by Shougang HK. South China Leasing is also held as to 25% by the indirect wholly owned subsidiaries of Shougang HK. As such, South China Leasing is an associate of Shougang HK and is also a connected person (at the issuer level) of the Company. The transaction contemplated under the Finance Lease Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.76(2) of the Listing Rules, as all applicable percentage ratios (other than the profits ratio) in respect of the Finance Lease Agreement and the transaction contemplated therein exceed 0.1% but are less than 5%, such transaction is subject to the reporting and announcement requirements but is exempt from the circular (including independent financial advice) and the independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Details of the Finance Lease Agreement were also disclosed in the announcement of the Company dated 31 May 2021. The loan from South China Leasing was fully settled in December 2022. EMOLUMENT POLICY The emolument policy regarding the employees of the Group is based on their merit, qualifications and competence as well as the prevailing market condition of the industry. Remuneration packages, which include an element of discretionary bonuses, are generally reviewed annually. The emoluments of the Directors are decided by the remuneration committee, having regard to individual performance, the Company’s performance and profitability, remuneration benchmark in the industry and prevailing market condition. In addition, the Company has adopted a share option scheme as incentive/reward to Directors and eligible participants/qualifying grantees, details of the scheme are set out in note 36 to the financial statements.