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(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.
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) Being aware of and supervising the basic operational situation of theCompany;
- (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) Analyzing and preparing the medium to long-term development strategies of the Company and providing recommendations and making recommendations;
- (4) Reviewing the medium to long-term strategic goals and development plans of each business sector and management sector of the Company;
- (5) Drafting the medium to long-term strategic goals and development plans of the Company;
- (6) Providing consultation and advice on the medium to long-term development strategies and substantial decision on material changes of the Company;
- (7) Reviewing the operational plans and medium to long-term investment plans of the Company;
- (8) Reviewing the substantial strategic investments of the Company;
- (9) Reviewing the ESG report of the Company and providing recommendations to the Board on decision-making matters related to ESG governance, including visions, target and initiatives;
- (10) Other duties and responsibilities authorized by the Board.
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 suggestions or recommendations on the structure, size and composition of the Board of Directors (including the expertise, know-how and experience) at least annually to the Board 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) Reviewing the selection standard and procedures of the Directors, general manager and other senior management, and making recommendation to the Board;
- (3) Identifying candidates with proper qualifications for the Directors of the Company, and selecting and nominating relevant candidates as Directors, the general manager and other senior management or make recommendations to the Board regarding this matter;
- (4) Reviewing and making recommendations on the qualification, appointment, re-appointment or succession plan of the candidates for the directors, especially the chairman of the Board, and the general manger and other senior management;
- (5) Assessing on the independence of independent directors;
- (6) Making proposals of resignation and removal of directors and senior management for their violations and dereliction;
- (7) Other duties under the authorization of the Board.
Remuneration and Evaluation Committee
Our remuneration and evaluation 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 evaluation committee include:
- (1) Reviewing and making opinions on the assessment and structure of the remuneration of the Directors and senior management members and the remuneration management system and structure with reference to the corporate goals and objectives, etc. formulated by the Board of Directors, reviewing and approving and making recommendations to the Board on the remuneration package of the 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 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 taking into account financial position, operation and future major expenditure, risk prevention and control, development regulating and other factors as well as legal equity of stakeholders and 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 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 other associates (as defined in the Hong Kong Listing Rules) are not involved in their own evaluation of their performance and the decision-making process of their remuneration, a part from their self-assessment of performance;
- (8) Reviewing and/or approving matters relating to share scheme under Chapter 17 of the Hong Kong Listing Rules;
- (9) Other duties and responsibilities authorized by the Board of the Company. The Remuneration and Evaluation Committee shall make recommendations to the Board on the following matters:
- (1) Remuneration of directors and senior management members;
- (2) Formulation or modification of equity incentive plans and employee stock ownership plans, and conditions for granting equity to participants and fulfilment of exercising conditions;
- (3) Arrangement plan for stock ownership by directors and senior management in the subsidiary to be spun off;
- (4) Other matters stipulated by laws, administrative regulations, CSRC, the stock exchange in the place where the Company’s shares are listed and the Articles of Association.
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 systems and 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 its duty in establishing effective systems and reporting to the Board. Considering major investigation findings on risk management and internal control matters as delegated by the Board or on its own initiative and management’s response to these findings;
- (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; major judgmental areas; significant adjustments resulting from 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 Board will provide a timely response to the external auditor’s (or equivalent documents) to the senior management, and also inspecting any significant queries raised by external auditors on accounting 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 proposals to the Board on the appointment, reappointment or change of external auditors, approving the compensation and terms of appointment for external auditors, as well as handling any matters regarding the resignation or removal 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, the Audit Committee shall discuss 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 service 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, such as 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) Submitting a report to the Board on the Company’s compliance with the relevant requirements of the Hong Kong Listing Rules and the Corporate Governance Code;
- (14) Other duties and responsibilities authorized by the Board of the Company.
- The following matters shall be submitted to the Board for review after being approved by more than half of the members of the Audit Committee:
- (1) Disclosure of financial information and internal control evaluation report in financial accounting reports and periodic reports;
- (2) Engagement or dismissal of accounting firms that undertake audit services for the Company;
- (3) Engagement or dismissal of the financial manager of the Company;
- (4) Changes in accounting policies, estimates or significant accounting errors due to reasons other than changes in accounting standards;
- (5) Other matters stipulated by laws, administrative regulations, CSRC, the stock exchange in the place where the Company’s shares are listed and the Articles of Association.
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 in relation to 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 and responsibilities of the compliance management and risk management, and making recommendations on the same;
- (4) Evaluating the risks of substantial decisions which shall be reviewed by the Board and making recommendations on the resolutions to the substantial risks;
- (5) Supervising the performance of the risk control committee under the operational management level of the Company and the management of the Company and ensuring the relevant risk management committee would report to the Board in due course any material information relating to the design, implementation and monitoring of the risk management, compliance control and internal control systems of the Company;
- (6) Reviewing and setting the scale and maximum risk limitation for each substantial 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;
- (7) Reviewing and deciding the resolutions of the substantial risks raising from operational management of the Company, under the authorization of the Board;
- (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 annually);
- (9) Evaluating and reviewing the effectiveness of the internal control system of the Company and its subsidiaries regularly (ensuring at least annually) based on the advice of external supervision authorities, internal and external audit reports, and supervising the operation 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 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 Hong Kong Listing Rules compliance;
- (10) Making decision and commanding on material and sudden crises of the Company;
- (11) Making recommendations on the drafting and amending policies in relation to corporate governance;
- (12) Carrying on self-examination on corporate governance, supervising rectifications on the same, promoting creativeness of the corporate governance management based on the practical situation of the Company;
- (13) Reviewing the effectiveness of the internal review function of the Company regularly, and making recommendations and remedial measures; and ensuring the adequacy of resources, staff qualifications and experience, training programmes and budget of the accounting, internal audit and financial reporting functions of the Company;
- (14) Considering major investigation findings on risk management and internal control matters as delegated by the Board or on its own initiative and management’s response to these findings;
- (15) Other duties as authorized by the Board.