BOARD OF DIRECTORS

The Board

The Company shall have a board of Directors, which shall be accountable to the general meeting. The board has eleven directors.

Lin Chuanhui

Chairman and Executive Director

Mr. Lin Chuanhui has served as executive Director of the Company since January 2021 and chairman of the Board of the Company since July 2021. Mr. Lin Chuanhui previously served as cadre of the scientific research office and deputy division researcher of the organization bureau of the Party School of the Central Committee of CPC, general manager of ......
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Qin Li

Executive Director and General Manager

Mr. Qin Li has served as executive Director of the Company since April 2011 and general manager of the Company since May 2024. Mr. Qin Li previously served as standing deputy general manager at the department of investment banking administration, general manager of the investment management department, general manager of capital operation departmen......
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Sun Xiaoyan

Executive Director, Executive Deputy General Manager and Chief Financial Officer

Ms. Sun Xiaoyan has served as executive Director of the Company since December 2014, chief financial officer of the Company since March 2006 and executive deputy general manager of the Company since May 2024. Ms. Sun Xiaoyan previously served as deputy general manager of accounting department, deputy general manager of investment and proprietary tr......
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Xiao Xuesheng

Executive Director and Deputy General Manager

Mr. Xiao Xuesheng has served as executive Director and deputy general manager of the Company since May 2024. Mr. Xiao Xuesheng previously served as deputy general manager of the President’s office and manager of the secretarial department, deputy general manager of the administration department, general manager of the general office, general manage......
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Li Xiulin

Non-executive Director

Mr. Li Xiulin has served as non-executive Director of the Company since May 2014. Mr. Li Xiulin is currently the chairman of Jilin Aodong. Mr. Li Xiulin previously served as doctor of Dunhua Deer Farm in Yanbian, Jilin Province, general manager and engineer of Yanbian AoDong Pharmaceutical Company, general manager of Yanbian Dunhua Deer Farm, chair......
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Shang Shuzhi

Non-executive Director

Mr. Shang Shuzhi has served as non-executive Director of the Company since July 2001. Mr. Shang Shuzhi is currently the honorary chairman and director of Liaoning Cheng Da. Mr. Shang Shuzhi previously served as deputy general manager of Liaoning Province Textiles Import and Export Corporation, deputy manager of Liaoning Province Knitwear and Home T......
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Guo Jingyi

Non-executive Director

Mr. Guo Jingyi has served as non-executive Director of the Company since October 2020. Mr. Guo Jingyi is currently the Secretary of the Party Committee and chairman of Zhongshan Public Utilities. Mr. Guo Jingyi previously served as manager of Zhongshan Sanxiang Water Supply Co., Ltd. (中山市三鄉供水有限公司), manager of Zhongshan Water Supply Co., Ltd. Sanxia......
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Leung Shek Ling Olivia

Independent Non-executive Director

Ms. Leung Shek Ling Olivia has served as independent non-executive Director of the Company since June 2020. Ms. Leung Shek Ling Olivia is currently the principal lecturer and associate dean of the Faculty of Business and Economics of the University of Hong Kong. Ms. Leung Shek Ling Olivia previously served as associate professor of accounting at th......
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Li Wenjing

Independent Non-executive Director

Mr. Li Wenjing has served as independent non-executive Director of the Company since June 2020. Mr. Li Wenjing is currently a professor and dean at the Management School of Jinan University. Mr. Li Wenjing previously served as lecturer, and associate professor of the Management School, and deputy department head and department head of the Accountin......
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Zhang Chuang

Independent Non-executive Director

Mr. Zhang Chuang has served as independent non-executive director of the Company since May 2024. Mr. Zhang Chuang is currently a professor and dean of the School of Law of Changchun University of Science and Technology. Mr. Zhang Chuang previously served as a lecturer, associate professor and professor of the School of Law of Changchun University o......
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Wang Dashu

Independent Non-executive Director

Mr. Wang Dashu has served as independent non-executive director of the Company since May 2024. Mr. Wang Dashu is currently a professor at the Economics faculty of Peking University. Mr. Wang Dashu previously served as independent director of Huadian Power International Corporation Limited. Mr. Wang Dashu concurrently serves as independent director ......
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The Board shall exercise the following functions and powers:

(1) To convene general meetings and report to general meetings;

(2) To execute resolutions of general meetings;

(3) To resolve on the Company’s business plans and investment plans;

(4) To formulate the Company’s long-term and mid-term development plan;

(5) To prepare the annual financial budgets and final accounting plans of the Company;

(6) To prepare the profit distribution plan and loss makeup plan of the Company;

(7) To prepare plans for the increase or decrease of the registered capital of the Company, the issuance of bonds or other securities and the Listing;

(8) To formulate plans for material acquisitions, purchase of shares of the Company, merger, division, dissolution or transformation of the Company;

(9) To decide on external investment, acquisition and disposal of assets, asset mortgage, external guarantee, consigned financial management, connected transactions, donations, etc. of the Company within the authority granted by the general meeting;

(10) To resolve on the establishment of internal management organizations of the Company;

(11) To appoint or dismiss the Company’s general manager, the secretary to the Board, the chief compliance officer, the chief risk officer, the chief audit officer, etc. as nominated by the chairman of the Board; to decide to appoint or dismiss the Company’s deputy general manager, the chief financial officer, the chief information officer and other senior management members as nominated by the general manager; and determine their remunerations and rewards and penalties;

(12) To set up the basic management system of the Company;

(13) To formulate the proposals for any amendment to these Articles of Association;

(14) To manage the disclosure of information by the Company;

(15) To propose to general meetings the appointment or change of the accounting firm acting as the auditors of the Company;

(16) To listen to the work report of the general manager of the Company and examine the general manager’s work;

(17) To monitor, review and evaluate the establishment and implementation of the Company’s various internal control systems and to be responsible for the effectiveness of the internal control;

(18) To set a compliance management target for the Company, to assume responsibilities for the effectiveness of compliance management, to conduct evaluations of the effectiveness of compliance management, and to urge the Company to solve problems associated with compliance management, to ensure the independence of the Chief Compliance Officer, guarantee the independent communication between the Chief Compliance Officer and the Board and safeguard the smooth reporting between the Chief Compliance Officer and the regulatory authority; to review and approve the annual compliance report and monitor the implementation of the compliance policies;

(19) To undertake the ultimate responsibility for the overall risk management, to ensure the independence of the chief risk officer and establish a direct communication mechanism with the chief risk officer, to fulfil the significant risk management policies including the validation of risk preference and the corresponding duties including the consideration and approval of the Company’s periodic risk assessment reports;

(20) To be responsible for evaluating and determining the nature and extent of the risks the Company is willing to take in achieving its strategic objectives, and ensuring that the Company establishes and maintains appropriate and effective risk management and internal control systems. The Board should oversee the management in the design, implementation and monitoring of the risk management and internal control systems, and the management should provide confirmation to the Board on the effectiveness of these systems. To this end:

(1) the Board should oversee the Company’s risk management and internal control systems on an ongoing basis, ensure that a review of the effectiveness of the Company’s and its subsidiaries’ risk management and internal control systems has been conducted at least annually and report to Shareholders that it has done so in its Corporate Governance Report. The review should cover all material controls, including financial, operational and compliance controls.

(2) the Board’s annual review should, in particular, ensure the adequacy of resources, staff qualifications and experience, training programmes and budget of the Company’s accounting, internal audit and financial reporting functions.

(3) the Board’s annual review should, in particular, consider:

(a) the changes, since the last annual review, in the nature and extent of significant risks, and the ability of the Company to respond to changes in its business and the external environment;

(b) the scope and quality of management’s ongoing monitoring of risks and of the internal control systems, and (where applicable), the work of its internal audit function and other assurance providers;

(c) the extent and frequency of communication of monitoring results to the Board (or Board committee(s)), which enables it to assess control of the Company and the effectiveness of risk management;

(d) significant control failings or weaknesses that have been identified during the period. Also, the extent to which they have resulted in unforeseen outcomes or contingencies that have had, could have had, or may in the future have, a material impact on the financial performance or condition of the Company; and

(e) the effectiveness of the processes of the Company for financial reporting and the compliance with the Hong Kong Listing Rules.

(21) Decision on the company buy back its shares as per the reasons stated in Article 27 (3), (5) and (6) of the Articles of Association;

(22) To be responsible for reviewing the company’s information technology management objectives and assuming responsibility for the effectiveness of information technology management; to review the information technology strategy to ensure its consistency with the company’s development strategy, risk management strategy and capital strength; to establish manpower and funding support plans for information technology; to evaluate the overall effectiveness and efficiency of the annual information technology management;

(23) To guide and promote the construction of the Company’s corporate culture;

(24) To exercise other functions and powers as conferred by laws, administrative regulations, departmental rules or these Articles of Association.

Major matters of the above company shall be decided by the board of Directors collectively, and the statutory functions and powers of the board of Directors shall not be exercised by the chairman of the board or general manager.

BOARD COMMITTEES

Our Board of Directors delegates certain responsibilities to various committees. In accordance with relevant PRC laws, our Articles of Association and the Hong Kong Listing Rules, we have formed five board committees, namely the Strategic Committee, the Nomination Committee, the Remuneration and Evaluation Committee, the Audit Committee and the Risk Management Committee, and.

Strategic Committee

Our strategic committee currently has two executive Directors and three non-executive Directors. The two executive Directors are Mr. Lin Chuanhui and Mr. Qi Li; the three non-executive Directors are Mr. Li Xiulin, Mr. Shang Shuzhi and Mr. Guo Jingyi. Mr. Lin Chuanhui is the chairman of the committee.

The main responsibilities of the strategic committee are:

(1) studying and supervising the basic operational situation of the Company;
(2) analyzing and supervising the latest development of the domestic and overseas industries, relevant national policies and its effect on the Company’s operation;
(3) conducting studies and formulating the medium to long-term development strategies of the Company and making recommendations;
(4) reviewing the medium to long-term strategic goals and development plans of each business and management segments of the Company;
(5) formulating the medium to long-term strategic goals and development plans of the Company;
(6) providing consultation and making recommendations on decisions on important matters such as the medium to long-term development strategies, major reforms of the Company and other matters;
(7) reviewing the business policies and the medium to long-term investment plans of the Company;
(8) reviewing the major strategic investments of the Company;
(9) reviewing the ESG report of the Company and providing recommendations to the Board of Directors on decision-making matters related to ESG governance, including visions, target, initiatives, etc.;
(10) reporting to the Board of Directors the decisions or recommendations of the Committee, unless there are legal or regulatory restrictions on the same;
(11) other duties as authorized by the Board of Directors, as well as other duties stipulated by laws, administrative regulations, departmental rules, normative documents, the rules governing the listing of securities at the place where the Company’s shares are listed and the Articles of Association.

Nomination Committee

Our nomination committee currently has two executive Directors and three independent non-executive Directors. The two executive Directors are Mr. Lin Chuanhui and Ms. Sun Xiaoyan; the three independent non-executive Directors are Mr. Zhang Chuang, Mr. Li Wenjing and Mr. Wang Dashu. Mr. Zhang Chuang is the chairman of the committee.

The main duties and responsibilities of the nomination committee include:

(1) reviewing and making advice or recommendations on the structure, size, composition and other matters of the Board of Directors (including the expertise, know-how and experience) at least annually to the Board of Directors based on the business activities, asset size and shareholding structure of the Company, and making recommendations on any changes proposed to make to the Board of Directors in line with the Company’s policies;
(2) studying and reviewing the selection standard and procedures of the Directors, the general manager and other senior management, and making advice or recommendation to the Board of Directors;
(3) identifying candidates with proper qualifications for the Directors, the general manager and other senior management of the Company, and selecting and nominating relevant candidates as Directors, the general manger and other senior management or making advice or recommendations to the Board of Directors regarding this matter, examining the qualifications of relevant nominees and formulating clear review opinions;
(4) reviewing and making recommendations on appointment, re-appointment or succession plan of the candidates for the Directors, especially the chairman of the Board of Directors, and the general manger and other senior management;
(5) assessing the independence of Independent Directors;
(6) making proposals of resignation and removal of Directors and senior management for their violations and dereliction;
(7) reporting to the Board of Directors the decisions or recommendations of the Committee, unless there are legal or regulatory restrictions on the same;
(8) other duties as authorized by the Board of Directors, as well as other duties stipulated by laws, administrative regulations, departmental rules, normative documents, the rules governing the listing of securities at the place where the shares of the Company are listed, and the Articles of Association.
In the event that the Board of Directors has not adopted or fully adopted the recommendations of the Nomination Committee, it shall document the opinions of the Nomination Committee and the specific reasons for not adopting in the resolutions of the Board of Directors, and disclose such matter.

Remuneration and Appraisal Committee

Our remuneration and appraisal committee consists of two executive Directors and three independent non-executive Directors. The two executive Directors are Ms. Sun Xiaoyan and Mr. Xiao Xuesheng; the three independent non-executive Directors are Mr. Wang Dashu, Ms. Leung Shek Ling and Mr. Li Wenjing. Mr. Wang Dashu is the chairman of the committee.

The main duties and responsibilities of the remuneration and appraisal committee include:

(1) reviewing and making opinions or advices on the remuneration policy and structure, the assessment of the remuneration of the Directors and senior management members and the remuneration management system with reference to the corporate goals and objectives, etc. formulated by the Board of Directors, reviewing and making recommendations to the Board of Directors on the remuneration package of the executive Directors and senior management members and on the establishment of a formal and transparent procedure for developing remuneration policies;
(2) making recommendations to the Board of Directors on the remuneration of non-executive Directors;
(3) assessing and making recommendations on the performance of Directors and senior management according to the Company’s performance assessment scheme, and determining the rewards and incentives/punishments of senior management accordingly;
(4) formulating the remuneration policies of the Company by considering the salary level of comparable companies, time devoted, responsibilities and the conditions of other positions of the Company, and supervising and inspecting the implementation of such policies;
(5) reviewing and approving the compensation payable to executive Directors and senior management members for any loss or termination of offices or appointments and making recommendations to the Board of Directors;
(6) reviewing and approving the compensation arrangement relating to the dismissal or removal of Directors for their misconducts, and making recommendations to the Board of Directors;
(7) ensuring that any Directors or any of their associates(as defined in the Hong Kong Listing Rules) are not involved in their own appraisal of their performance and the decision-making process of their remuneration, apart from their sel-assessment of performance;
(8) reviewing and/or approving matters relating to share schemes under Chapter 17 of the Hong Kong Listing Rules;
(9) reporting to the Board of Directors the decisions or recommendations of the Committee, unless there are legal or regulatory restrictions on the same;
(10) other duties as authorized by the Board of Directors and other duties specified in laws, administrative regulations, departmental rules, normative documents, the rules governing the listing of securities at the place where the shares of the Company are listed and the Articles of Association.
The Remuneration and Appraisal Committee shall make recommendations to the Board of Directors on:
(1) the remuneration of Directors and senior management;
(2) developing or changing equity incentive schemes and employee stock ownership plans, and conditions for incentive participants to be granted with and exercise interests;
(3) the arrangement of stock ownership plans for subsidiaries to be spun off by Directors and senior management;
(4) other matters as required by laws, administrative regulations, departmental rules, normative documents, the rules governing the listing of securities at the place where the shares of the Company are listed and the Articles of Association.
In the event that the Board of Directors has not adopted or fully adopted the recommendations of the Remuneration and Appraisal Committee, it shall document the opinions of the Remuneration and Appraisal Committee and the specific reasons for not adopting in the resolutions of the Board of Directors, and disclose such matter.

Audit Committee

Our audit committee consists of three independent non-executive Directors, namely Mr. Li Wenjing, Ms. Leung Shek Ling and Mr. Zhang Chuang. Mr. Li Wenjing is the chairman of the committee.

The main duties and responsibilities of the audit committee include:

(1) examining and reviewing the financial monitoring, internal control system, risk management systems of the Company and the effectiveness of the implementation of these systems. Discussing the risk management and the internal control with the management to ensure the management has performed their duties in establishing effective systems and reporting to the Board of Directors. Conducting study on important findings of risk management and internal control and management’s responses on such findings actively or commissioned by the Board of Directors;
(2) guiding the work of the internal audit department of the Company, and supervising the internal audit system and its implementation;
(3) monitoring the annual audits, examining the Company’s financial statements, annual reports and accounts, semi-annual reports and (if propose to publish) quarterly reports, reviewing the significant views on financial reporting set out in financial statements and reports as well as other information relating to the Company’s operation and management and relevant disclosures. Making judgments on the truthfulness, accuracy and completeness of audited financial reports and information and submitting to the Board of Directors for consideration. In reviewing these statements and reports before submission to the Board, the Audit Committee should focus particularly on: any changes in accounting policies and practices; critical judgment; significant adjustments resulting from the audit; the going concern assumptions and any qualifications; compliance with accounting standards; and compliance with the Hong Kong Listing Rules and legal requirements in relation to financial reporting. Considering any significant or unusual items that are, or may need to be, reflected in financial statements and periodic reports and accounts, and giving due consideration to any matters that have been raised by the staff of the Company responsible for the accounting and financial reporting function, compliance officer or auditors of the Company;
(4) acting as the major representative of both the Company and external auditors, and responsible for overseeing the relationship between them;
(5) inspecting and ensuring the timely response of the Board of Directors to the management letter (or equivalent documents) submitted by external auditors to the senior management, and also inspecting any significant queries raised by external auditors on meeting records, financial accounts or monitoring system to the senior management and the responses from the senior management;
(6) examining and supervising related party transactions and assessing the appropriateness of related party transactions;
(7) making recommendations to the Board of Directors on the appointment, reappointment or change of external auditors, approving the compensation and terms of engagement for external auditors, as well as handling any matters regarding the resignation or dismissal of external auditors;
(8) monitoring and assessing the independence and objectivity of work done by external auditors of the Company and the effectiveness of the auditing procedures, discussing the nature, scope of the audit and relevant reporting obligations with external auditors before the auditing work commences as well as formulating policies on non-auditing services provided by external auditors and implementing such policies;
(9) reviewing the Company’s financial and accounting policies and practices;
(10) being responsible for the communication between internal auditors and external auditors, and making sure adequate resources of the Company are available for internal auditors for operation and the proper positions for internal auditors, and reviewing and monitoring internal auditors’ effectiveness;
(11) assessing the mechanism for the Company’s staff and those who deal with the Company (e.g. customers and suppliers) to whistle-blow, carry out internal control or report on other misconducts, and the mechanism of the Company for making independent and fair investigations on reported matters and taking appropriate actions;
(12) paying attention to, and dealing with the challenges and claims raised by the employees, clients, suppliers, investors and media against the truthfulness, accuracy and completeness of information contained in the audited financial statement;
(13) reporting to the Board of Directors the Company’s compliance with the relevant requirements of the Corporate Governance Code of the Hong Kong Listing Rules; and reporting to the Board of Directors the decisions or recommendations of the Committee, unless there are legal or regulatory restrictions on the same.
(14) other duties as authorized by the Board of Directors of the Company, and as required by laws, administrative regulations, departmental rules, normative documents, the rules governing the listing of securities at the place where the shares of the Company are listed and the Articles of Association.
The following matters shall be submitted to the Board of Directors for review after being approved by more than half of all members of the Audit Committee:
(1) to disclose financial information and internal control evaluation reports in financial accounting reports and periodic reports;
(2) to appoint or dismiss accounting firms engaged for the audit of the Company;
(3) to appoint or dismiss the financial controller of the Company;
(4) changes in accounting policies, accounting estimates or correction of significant accounting errors due to reasons other than changes in accounting standards;
(5) other matters as prescribed by laws, administrative regulations, departmental rules, normative documents, the rules governing the listing of securities at the place where the shares of the Company are listed and the Articles of Association.
If the Audit Committee makes recommendations to the Board on matters within the scope of its duties and responsibilities, and where the Board of Directors does not adopt such recommendations, the Company shall disclose such matters and fully explain the reasons.

Risk Management Committee

Our risk management committee currently has three executive Directors and two independent non-executive Directors. The three executive Directors are Mr. Lin Chuanhui, Mr. Qin Li and Ms. Sun Xiaoyan; the two independent non-executive Director are Mr. Zhang Chuang and Mr. Wang Dashu. Mr. Lin Chuanhui is the chairman of the committee.

The main duties and responsibilities of the risk management committee include:

(1) formulating major risk management policies such as risk appetite;
(2) reviewing general goals and fundamental policies of the risk management and compliance management of the Company, and making recommendations on the same;
(3) reviewing the establishment of specific departments of the compliance management and risk management and their responsibilities, and making recommendations on the same;
(4) evaluating the risks of substantial decisions which shall be reviewed by the Board of Directors and the resolutions to the substantial risks and making recommendations on the same;
(5) supervising the performance of the risk control committee under the executive management of the Company and the management of the Company and ensuring the relevant risk control committee would report to the Board of Directors in due course any material information relating to the design, implementation and monitoring of the risk management, compliance management and internal control systems of the Company;
(6) reviewing and setting the scale and maximum risk limitation for each major business sector of the Company and the nature and extent of the risks the Company is willing to take, under the authorization of the Board of Directors;
(7) reviewing and deciding the resolutions of the substantial risks arising during the operation and management of the Company, under the authorization of the Board of Directors;
(8) reviewing the risk management report, compliance report and internal audit report of the Company and making recommendations on the same; regularly evaluating the risk situation of the Company and its subsidiaries and reviewing the effectiveness of its risk control and management ability (at least once annually);
(9) evaluating and reviewing the effectiveness of the internal control system of the Company and its subsidiaries regularly (at least once annually) based on the advice of external supervision authorities, internal and external audit reports, and supervising the executive management to adopt rectification measures; the review should cover all material controls, including financial, operational and compliance controls:
(a) the changes, since the last annual review, in the nature and extent of significant risks, and the ability of the Company to respond to changes in its business and the external environment;
(b) the scope and quality of the management’s ongoing monitoring of risks and of the internal control system, and where applicable, the work of its internal audit function and other assurance providers;
(c) the extent and frequency of communication of monitoring results to the Board of Directors (or Board committee(s)) which enables it to assess control of the Company and the effectiveness of risk management;
(d) significant control failings or weaknesses that have been identified during the period. Also, the extent to which they have resulted in unforeseen outcomes or contingencies that have had, could have had, or may in the future have, a material impact on the financial performance or condition of the Company; and
(e) the effectiveness of the procedures of the Company for financial reporting and compliance with the Hong Kong Listing Rules;
(10) making decisions on and commanding on material and sudden crises of the Company;
(11) making recommendations on drafting and amending policies in relation to corporate governance;
(12) carrying on self-examination on corporate governance, supervising rectifications on the same, and promoting creativeness of the corporate governance management based on the practical situation of the Company;
(13) reviewing the effectiveness of the internal control function of the Company regularly, and making recommendations and providing remedial measures; and ensuring the adequacy of resources, staff qualifications and experience, training programmes taken by the staff and budget in terms of the accounting, internal control and financial reporting function of the Company;
(14) considering major investigation findings on risk management matters and the management’s response to these findings as delegated by the Board of Directors or on its own initiative; and reporting to the Board of Directors the decisions or recommendations of the Committee, unless there are legal or regulatory restrictions on the same; and
(15) other duties as authorized by the Board of Directors and those as stipulated by laws, administrative regulations, departmental rules, normative documents, the rules governing the listing of securities at the place where the Company’s shares are listed and the Articles of Association.