Corporate Governance

Our Company currently has three special committees under the Board, which are the Audit Committee, the Remuneration Committee and the Nomination Committee. These committees operate in accordance with their respective terms of reference established by the Board.

Audit Committee

Our Company has established an Audit Committee with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C.3 and paragraph D.3 of the Corporate Governance Code. The Audit Committee consists of three Directors, being Mr. ZHANG Senquan, Mr. WANG Jun and Mr. CHUNG Chong Sun. The chairperson of the Audit Committee is Mr. ZHANG Senquan. The primary duties of the Audit Committee include, among others:

  • reviewing our compliance, accounting policies and financial reporting procedures
  • supervising the implementation of our internal audit system
  • advising on the appointment or replacement of external auditors
  • liaising between our internal audit department and external auditors
  • other responsibilities as authorized by our Board
Remuneration Committee

Our Company has established a Remuneration Committee with written terms of reference in compliance with Rule 3.25 of the Listing Rules and paragraph B.1 of the Corporate Governance Code.The Remuneration Committee consists of three Directors, being Mr. MA Zhongjun, Mr. LIU Xiaofeng and Mr. CHUNG Chong Sun. The chairperson of the Remuneration Committee is Mr. MA Zhongjun. The primary duties of the Remuneration Committee include, among others:

  • making recommendations to the Board on our policy and structure concerning remuneration of our Directors and members of the senior management
  • making recommendations to the Board on the specific remuneration package of each Director and members of the senior management;
  • reviewing and approving compensations payable to executive Directors and members of senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;
  • reviewing and approving compensation arrangements relating to dismissal or removal of any Director for his or her misconduct to ensure that such arrangements are consistent with contractual terms and are otherwise reasonable and appropriate; and
  • other responsibilities as authorized by our Board.
Nomination Committee

Our Company has established a Nomination Committee with written terms of reference in compliance with paragraph A.5 of the Corporate Governance Code. The Nomination Committee consists of three Directors, being Mr. MA Zhongjun, Mr. LIU Xiaofeng and Mr. CHUNG Chong Sun. The chairperson of the Nomination Committee is Mr. MA Zhongjun. The primary duties of the Nomination Committee include, among others:

  • reviewing the structure, size and composition of the Board annually, and advising on any changes of the Board proposed in accordance with the strategies of our Company
  • identifying, selecting or making recommendations to our Board on the selection of individuals nominated for directorships
  • making recommendations to the Board on relevant matters relating to the appointment and re-appointment of our Directors
  • assessing the independence of independent non-executive Directors
  • other responsibilities as authorized by our Board
Procedures for Shareholders to Propose a Person for the Election as a Director
Shareholders Communication Policy
Board Diversity Policy
Amended and Restated Exclusive Business Cooperation Agreement
Amended and Restated Exclusive Option Agreement
Amended and Restated Equity Pledge Agreement
Amended and Restated Voting Rights Proxy Agreement
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