organizational structure
Board of Directors
Supervisory Committee
Committees
Governance System
The Board of Directors of the Company is composed of ten (10) directors, including three (3) executive directors, three (3) non-executive directors and four (4) independent non-executive directors. The directors of the Company are elected by the shareholders' meeting for a term of three (3) years. Upon expiration of the term of office, a director may be elected for re-appointment.
The Board of Directors is responsible to the shareholders' meeting and exercises the following powers:
1、To convene the shareholders' meeting and report on its work to the meeting;
2、To implement the resolutions of the shareholders' meeting;
3、To decide the Company's business and investment plans;
4、To formulate the Company's proposals for distribution of profits and recovery of losses;
5、To formulate proposals for the increase or reduction of the Company's registered capital, the issuance of corporate bonds;
6、To prepare plans for the merger, division, dissolution or change in corporate form of the Company;
7、To decide on the Company's internal management structure;
8、To decide on the appointment or dismissal of the Company's general manager and his/her remuneration, and based on the general manager's recommendation, to decide on the appointment or dismissal of deputy general manager and other senior management personnel, and to decide on their remuneration;
9、To formulate the Company's basic management system;
10、Subject to compliance with the relevant provisions of the Listing Rules, to decide within three (3) years, in accordance with the Articles of Association or under the authorisation by the shareholders' meeting, that the Company shall issue shares not exceeding fifty percent (50%) of the issued shares (provided that, in the case of a capital contribution by way of non-monetary assets, this shall be resolved by the shareholders' meeting);
11、To resolve on the issuance of corporate bonds convertible into shares by the Company and the specific conversion method in accordance with the Articles of Association and under the authorisation by the shareholders' meeting;
12、To decide on the Company's investment in other enterprises, except for those that should be decided by the shareholders' meeting in accordance with the applicable laws and regulations and the Articles of Association;
13、To decide on the guarantees provided by the Company for others, except for those that should be decided by the shareholders' meeting in accordance with the applicable laws and regulations and the Articles of Association;
14、To resolve on the provision of financial assistance by the Company to others for the acquisition of shares in the Company or its parent company in accordance with the Articles of Association or under the authorisation by the shareholders' meeting;
15、In accordance with the Articles of Association or the authorisation of the shareholders' meeting, to resolve on the acquisition of shares of the Company by the Company under any of the following circumstances, provided that the meeting of the Board shall be held only when more than two-thirds (2/3) of the Directors are present:
（1）Using the shares in employee shares ownership plans or equity incentives;
（2）Using the shares for converting company-issued corporate bonds convertible into shares;
（3）Being necessary to maintain the value of the Company and the rights and interests of its shareholders.
16、To formulate the plan to amend the Articles of Association;
17、To prepare the Company's plans for major acquisition or sale;
18、To evaluate and determine the nature and extent of the risks it is willing to take in achieving the Company's strategic objectives;
19、To ensure the establishment and maintenance of appropriate and effective risk management and internal control systems;
20、To oversee management in the design, implementation and monitoring of the risk management and internal control systems;
21、To make proposals to shareholders' meeting on the appointment, re-appointment or dismissal of accounting firms undertaking the audit of the Company; and
22、Other powers conferred by the applicable laws and regulations and the Articles of Association or the shareholders' meeting.
The Board of Directors of the Company consists of the Audit Committee, Remuneration Committee, Nomination Committee and Strategic Committee. Please refer to the latest annual report of the Company or related announcements for the responsibilities and structure of each committee.
The Supervisory Committee of the Company is composed of three (3) members, including two (2) shareholders representatives and one (1) employee representative. The Supervisory Committee have one (1) chairman. The chairman of the Supervisory Committee is elected by more than half of all the supervisors. The shareholders representatives in the Supervisory Committee shall be elected and replaced by the shareholders' meeting, and the employee representative in the Supervisory Committee shall be elected by the employees of the Company through the employees' congresses, employees' conference and other forms of democratic elections. The term of office of the supervisor is three (3) years, and the supervisor can be elected for re-appointment at the expiration of the term.
The supervisory committee exercises the following powers: It is to
1、Review the company's finances;
2、Supervise the directors, general manager and other senior management personnel in their performance of their duties and propose for the removal of the directors, general manager and other senior management personnel who have violated applicable laws, regulations, the Articles of Association or resolutions of a general meeting;
3、Require correction of those acts of directors, general manager or other senior management personnel which are harmful to the Company's interests;
4、Upon discovery of abnormalities in the Company's operations, the Company may conduct investigations; if necessary, it may engage an accounting firm to assist in its work at the Company's expense;
5、Propose the convening of extraordinary general meeting and, when the board of directors fails to perform the duty to convene and preside over a shareholders' meeting as stipulated in the Company Law and the Articles of Association, convene and preside over the shareholders' meeting;
6、Make proposals to the shareholders' meeting;
7、Take legal actions against directors, the general manager and other senior management in accordance with the provisions of Article 189 of the Company Law; and
8、Exercise other powers in accordance with applicable laws, regulations and the Articles of Association.
Audit Committee
FUNG Ching, Simon (Chairman of the Committee)
YE Zheng
LIU Hongbin
Remuneration Committee
DENG Tianlin (Chairman of the Committee)
FUNG Ching, Simon
REN Kai
Nomination Committee
FUNG Ching, Simon (Chairman of the Committee)
WANG Hong
DENG Tianlin
Strategic Committee
FUNG Ching, Simon (Chairman of the Committee)
WANG Hong
DENG Tianlin
YE Zheng
REN Kai
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