Corporate Governance

BOARD COMMITTEES

The Board has established the audit committee, the remuneration committee, the nomination committee, the risk committee and the strategy and budget committee.

List of Directors and Their Roles and Functions

Audit Committee

The Company has established the audit committee in compliance with Rule 3.21 of the Listing Rules and the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The primary duties of the audit committee are to oversee the financial reporting system and internal control procedures of the Company, review the financial information of the Company and consider issues relating to the external auditors and their appointment.

The audit committee consists of five Directors. The members of the audit committee are:

Dai Deming (Chairman)

Chen Jing

Jin Hongju

Fu Shula

Antony Nigel Tyler

Terms of Reference of the Audit Committee

Remuneration Committee

The Company has established a remuneration committee of the Board in compliance with Rule 3.25 of the Listing Rules and the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The primary duties of the remuneration committee are to make recommendations to the Board on the Company’s policy and structure for all remuneration of directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration.

The remuneration committee consists of three Directors. The members of the remuneration committee are:

Fu Shula (Chairman)

Li Ke

Dai Deming

Terms of Reference of the Remuneration Committee

Nomination Committee

The Company has established a nomination committee of the Board as recommended by the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The primary duties of the nomination committee are to review the structure, size and composition of the Board, assess the independence of the independent non-executive directors and make recommendations to the Board on the appointment and re-appointment of directors and succession planning for directors.

The nomination committee consists of five Directors. The members of the nomination committee are:  

Li Ke

Dai Deming

Fu Shula

Yeung Yin Bernard

Terms of Reference of the Nomination Committee

Risk Committee

The Company has established the risk committee pursuant to a resolution of the Board. The primary duties of the risk committee is to review all the risks which might impact the Company and to discharge any duties relating to risk matters as delegated by the Board.

The risk committee consists of three Directors. The members of the risk committee are:

Antony Nigel Tyler (Chairman)

Chen Jing

Liu Yunfei

Strategy and Budget Committee

The Company has established the strategy and budget committee pursuant to a resolution of the Board. The primary duties of the strategy and budget committee is to review the Company’s overall strategy and plans and the status of the Company’s budget and expenditure.

The strategy and budget committee consists of six Directors. The members of the strategy and budget committee are:

Jin Hongju (Chairman)

Steven Townend

Zhang Xiaolu

Liu Yunfei

Robert Martin 

Antony Nigel Tyler

Yeung Yin Bernard

Procedures for Shareholders to Propose a Person for Election as a Director

Procedures for Shareholders to Convene an Extraordinary General Meeting

Procedures for Shareholders to make a Proposal at a General Meeting

Constitution of the Company