The Board comprises nine directors, including two executive directors, five non-executive directors and four independent non-executive Directors.
Procedures for Shareholders to Propose a Person for Election as a Director of the Company
Mr. Yang Jun
Mr. Yang Jun, aged 40, has been an executive Director since June 2017. He is also the Chairman of the Board, the chairman of the Nomination Committee and a member of the Remuneration Committee of the Company. Mr. Yang graduated from Nanjing Army Command College. He is an entrepreneur with extensive experience in corporate management of enterprises engaged in a variety of industries. Mr. Yang is the chairman and the controlling shareholder of Shang Ying Holdings Group Limited (“Shang Ying Holdings”). He is an executive director and the chairman of Xu Sen International Holding Company Limited (“Xu Sen International”, 旭森國際 控股（集團）有限公司), a holding company incorporated in the PRC which is mainly engaged in equity investment, project investment, real estate investment, electronic commerce and internet financing. In particular, two of the equity investments of Xu Sen International are Shangying Global Co., Ltd. (“Shangying Global”, a company listed on the Shanghai Stock Exchange, stock code: 600146) and Shanghai Etong Technology Co., Ltd. (“Etong Technology”, a company listed on the National Equities Exchange and Quotations in the PRC (the “NEEQ”), stock code: 430258). He has been a general manager of Shangying Global since December 2018, a director of Shangying Global since January 2019 and was a director of Etong Technology from March 2013 to January 2020. Mr. Yang is a director of Shang Ying International Holdings Limited and Shang Ying Financial Holding Co., Limited (controlling shareholders of the Company).
Prior to joining Xu Sen International, Mr. Yang was the chairman of Shanghai Hong Ze Century Investment Development Company Limited (上海泓澤世紀投資發展有限公司) from 2004 to 2009, which was mainly engaged in equity investment and project investment. From 1999 to 2004, Mr. Yang was a general manager of Shanghai Hao Mei Gardening Limited Company (上海好美園藝 有限公司), which was mainly engaged in greening works and cabling works.
Mr. Zhu Fangming
Mr. Zhu Fangming, aged 51, has been an executive Director since June 2017, and the chief financial officer of the Company since September 2019. He obtained an executive master’s degree in business administration (EMBA) from Shanghai University of Finance and Economics in June 2013 and a bachelor’s degree in accounting from Beijing Business School (北京商學院) (currently part of Beijing Technology and Business University) in June 1993. He was accredited as a registered financial planner (advanced) by Overseas Education College Shanghai Jiao Tong University in May 2008. Mr. Zhu has over 10 years of experience in corporate financial management, asset management, merger and acquisition and value management.
Mr. Zhu has been the vice president of Shang Ying Holdings, mainly in charge of investment and wealth management, since May 2013 and a non-executive director of Shangying Global since January 2020. Prior to joining Shang Ying Holdings, he was the deputy general manager of Guangdong Taiantang Pharmaceutical Co., Ltd. (a company listed on the Shenzhen Stock Exchange, stock code: 2433) from April 2011 to March 2013, managing strategy and investments. He held various positions in Shanghai Hongsheng Technology Co., Ltd. (currently known as Xi’An Hongsheng Technology Co., Ltd., a company listed on the Shanghai Stock Exchange, stock code: 600817) from June 2007 to June 2010, including director, deputy general manager, secretary to the board of directors and financial controller. He was the deputy financial controller of Shanghai Juneyao Dairy Co., Ltd (上海均瑤乳業股份有限公司) from December 1999 to December 2003.
Mr. Lin Zheming
Mr. Lin Zheming, aged 40, has been re-designated as a non-executive Director with effect from 1 September 2019. Prior to the redesignation, he has been an executive Director since June 2017 and the chief financial officer of the Company since August 2017. He obtained a bachelor’s degree in management, major in accounting, from Shanghai University of Finance and Economics. Mr. Lin is a Fellow of CPA Australia, and is a member of each of The Chinese Institute of Certified Public Accountants, Chartered Professional Accountants of Canada, Institute of Chartered Accountants in England and Wales and Institute of Directors of the United Kingdom. He possesses substantial experience in accounting and auditing of large-sized group companies and publicly listed companies. He has over 15 years of working experience in financial management, asset management, investment management and capital markets.
Mr. Lin (i) was a director of Shangying Global from June 2017 to September 2019; and (ii) was a vice president of Shang Ying Holdings from October 2016 to August 2019. Prior to joining Shang Ying Holdings, he worked at Fosun Mineral Resources Group as a senior financial director from September 2015 to October 2016. He worked at Baosteel Group Corporation (currently known as China Baowu Steel Group Corporation Limited) as a senior manager of asset management from September 2012 to August 2015. He worked in Ernst & Young from December 2005 to August 2012 with his last position as an audit manager.
Mr. Law Fei Shing
Mr. Law Fei Shing, aged 60, has been a non-executive Director since June 2017. He is a member of American Institute of Certified Public Accountants (AICPA), USA and an associate member of the Hong Kong Institute of Certified Public Accountants (HKICPA). Mr. Law has over 30 years of experience in audit and accounting services.
Currently, Mr. Law is an executive director, deputy chief executive officer and the company secretary of Anxian Yuan China Holdings Limited (a company listed on the Main Board of the Stock Exchange, stock code: 922). He was an executive director from August 2013 to December 2014 and has been re-designated as a non-executive director of Pak Tak International Limited (a company listed on the Main Board of the Stock Exchange, stock code: 2668) since December 2014.
Mr. Law was a non-executive director of Beautiful China Holdings Company Limited (a company listed on the Main Board of the Stock Exchange, stock code: 706) from January 2014 to December 2017. He was an executive director and a non-executive director of Legend Strategy International Holdings Group Company Limited (a company listed on the Main Board of the Stock Exchange, stock code: 1355) from November 2014 to April 2016 and from April 2016 to December 2016, respectively. He was also the company secretary of Orient Securities International Holdings Limited (a company listed on GEM of the Stock Exchange (“GEM”), stock code: 8001) from February 2009 to May 2016. He was an executive director of China Assurance Finance Group Limited (a company listed on GEM, stock code: 8090) from December 2017 to March 2019.
Mr. Lin Jun
Mr. Lin Jun, aged 41, has been a non-executive Director since June 2017. He obtained a master’s degree in law from East China University of Political Science and Law in June 2004. Mr. Lin Jun is a qualified Chinese lawyer to practise law in China. Mr. Lin Jun possesses over 15 years of working experience in the legal industry.
He is currently a partner of Shanghai Baiyulan Law Firm (上海市白玉蘭律師事務所). He was recognised as an outstanding communist party member by Shanghai Bureau of Justice Affiliated Law Firm (上海市司法局直屬律師事務所) for the years 2005 to 2007 in June 2007. He was also accredited as advanced individual in Shanghai Jiading District Judicial Administrative System for 2009 (2009年度上海市嘉定區司法行政系統先進個人) by Shanghai Jiading Judiciary Bureau (上海市嘉定區司法局) in January 2010. He has been the chairman of the supervisory committee of Shangying Global since March 2014.
Mr. Chu Chun Ho, Dominic
Mr. Chu Chun Ho, Dominic, aged 48, was an executive Director from May 2013 to July 2017 and has been re-designated as a nonexecutive Director since July 2017. Mr. Chu has joined the Group for 22 years. He is currently a director of each of Kong Tai Sundry Goods Company Limited, Grand Asian Limited, Cobblers Limited, Shoe Mart Company Limited, Advertiser’s Media Agency Limited, Cobblers (Hong Kong) Trading Company Limited and Shoes Culture (Hong Kong) Trading Company Limited, and an administrator of Shoes Culture Company Limited (each a subsidiary of the Company).
Mr. Chu is also the chairman of Scout Association of Hong Kong New Territories East Region, the vice chairman of the Hong Kong Youth Council, an executive director of Hong Kong Island Chaoren Association Limited, the honorary president of Sau Mau Ping District Junior Police Call and a member of the Industry Relationship Development Committee of the Business Administration Discipline Advisory Board of the Vocational Training Council. In 2009, Mr. Chu was awarded the 11th World Outstanding Chinese Award.
Mr. Chen Anhua
Mr. Chen Anhua, aged 52, has been a non-executive Director since January 2020. He is a senior economist and obtained his Bachelor’s degree in economics from Fudan University (復旦大學) in 1989. He subsequently obtained a Master’s degree in business management from the Central South University (中南大學) in 1997. Mr. Chen was later also awarded the post-experience certificate in engineering business management by the University of Warwick in 2006.
Mr. Chen possesses over 20 years of extensive experience in the areas of commercial banking, asset management and investment. Between January 2002 and September 2015, he worked in the Changsha office of China Great Wall Asset Management Co., Ltd. (中 國長城資產管理股份有限公司) (“China Great Wall”) and has served in various vital positions including project manager and section head of both the asset operations department and the investment banking department, and the senior/senior deputy manager of different departments of the Changsha office of China Great Wall. From October 2015 to September 2016, Mr. Chen served in the asset operations department (Division I) of the head office of China Great Wall. Prior to joining the Changsha office of China Great Wall, he worked in the Agricultural Bank of China and have took up different positions including the deputy head of the branch office in Changsha. Since November 2016, Mr. Chen serves as the deputy general manager of China Great Wall AMC (International) Holdings Company Limited (中國長城資產（國際）控股有限公司).
Mr. Chen has been appointed as a non-executive director of CNQC International Holdings Limited (stock code: 1240) since November 2017 and had been a non-executive director of Modern Land (China) Co., Limited (stock code: 1107) from January 2017 to September 2019, respectively, in which the shares of both companies are listed on the Stock Exchange.
Mr. Xie Rongxing
Mr. Xie Rongxing, aged 69, has been an independent non-executive Director since June 2017. He is also a member of each of the Audit Committee, Nomination Committee and Remuneration Committee of the Company. Mr. Xie completed an independent director training for listed companies organised by the Shanghai Stock Exchange in May 2011. He has been accredited as a senior accountant by Shanghai Accounting Senior Professional and Technical Title Qualification Evaluating Committee (上海市會計專業 高級職務任職資格評審委員會) in November 1997. Mr. Xie is a qualified Chinese lawyer to practise law in China. Mr. Xie was a partner of Shanghai Jiuhui Law Firm (上海市九匯律師事務所). He possesses over 20 years of working experience in accounting, law and securities.
Mr. Xie is currently serving as an independent director of various companies listed on the Shanghai Stock Exchange, including Shanghai Join Buy Co., Ltd. (stock code: 600838), CRED Holding Co., Ltd (stock code: 600890), Shanghai Jin Jiang International Hotels Development Co., Ltd. (stock code: 600754) and Shangying Global. Mr. Xie is an independent director of each of Canature Health Technology Group Co., Ltd (formerly known as Shanghai Canature Environmental Products Co., Ltd., a company listed on the Shenzhen Stock Exchange, stock code: 300272) since May 2017 and Shanghai Jinshan Surface Technology Engineering Co., Ltd (a company listed on the NEEQ, stock code: 830939) since April 2013. He resigned as an independent director of Zhangjiagang Freetrade Science and Technology Group Co., Ltd. (formerly known as Zhangjiagang Freetrade Science and Technology Co., Ltd., a company listed on the Shanghai Stock Exchange, stock code: 600794) on 15 September 2017.
Mr. Xie was also a member of the tenth and eleventh sessions of the Shanghai Chinese People’s Political Consultative Conference. He is the vice president of Shanghai Financial Institute (上海財務學會), the deputy officer of Shanghai Institute for Promotion of Financial Culture (上海金融文化促進中心) and a social supervisor of Shanghai Red Cross (上海紅十字會社會監督員).
Mr. Lum Pak Sum
Mr. Lum Pak Sum, aged 59, has been an independent non-executive Director since June 2017. He is also the chairman of the Audit Committee of the Company. Mr. Lum obtained a master’s degree in business administration from The University of Warwick in 1994 and a bachelor’s degree in laws from University of Wolverhampton in 2002. He has been a non-practising fellow member of the Hong Kong Institute of Certified Public Accountants and The Association of Chartered Certified Accountants UK since 1996 and 1993, respectively. Mr. Lum possesses over 20 years of working experience in money market and capital market.
Mr. Lum’s positions in other companies listed on the Stock Exchange in the present and in the last three years are set out below:
|Name of company||Position||Period of service|
|Great China Properties Holdings Limited (stock code: 21)||Independent non-executive director||August 2007 to present|
|i-Control Holdings Limited (stock code: 1402)||Independent non-executive director||May 2015 to present|
|Kwan On Holdings Limited (stock code: 1559)||Independent non-executive director||August 2016 to present|
|Anxian Yuan China Holdings Limited (stock code: 922)||Independent non-executive director||May 2017 to present|
|Sunway International Holdings Limited (stock code: 58)||Non-executive director||May 2019 to present|
|China Graphene Group Limited (stock code: 63)||Independent non-executive director||September 2019 to present|
|Beautiful China Holdings Company Limited (stock code: 706)||Independent non-executive director||January 2014 to August 2018|
|Jintai Energy Holdings Limited (formerly known as Yuhua Energy Holdings Limited, stock code: 2728)||Independent non-executive director||December 2014 to April 2019|
|CHK Oil Limited (formerly known as Pearl Oriental Oil Limited, stock code: 632)||Independent non-executive director||December 2017 to April 2018|
|Roma Group Limited (stock code: 8072)||Chief executive officer||June 2017 to 1 October 2017|
Prof. Yan Haifeng
Prof. Yan,aged 51, graduated from Fudan University (復旦大學) with a doctorate degree in management. Prof. Yan is currently the Director of Personnel and a professor in East China University of Science and Technology (華東理工大學). Prof. Yan was a tutor, a lecturer, an assistant professor, a professor and the Dean of the Business School in East China University of Science and Technology and a visiting scholar in the Business School of Indiana University, United States of America. Prof. Yan is currently also an independent director of Baoding Technology Co., Ltd. (寶鼎科技股份有限公司, a company listed on the Shenzhen Stock Exchange, stock code: 002552) and Shangying Global Co., Ltd. (‘‘Shangying Global’’, a company listed on the Shanghai Stock Exchange, stock code: 600146, in which Mr. Yang Jun (the chairman of the Board, an executive Director and the controlling shareholder of the Company) is directly and indirectly interested as to 11.19% shareholding in Shangying Global; and (i) Mr. Zhu Fangming (an executive Director) is a director of; (ii) Mr. Lin Jun (a non-executive Director) is a supervisor of; and (iii) Mr. Xie Rongxing (an independent non-executive Director) is an independent director of, Shangying Global).
Ms. Tan Yuying
Ms. Tan, aged 46, graduated with a mechatronics professional degree from Shanghai Polytechnic University (上海第二工業大學) in 1999 and with a bachelor’s degree in management from University of Shanghai for Science and Technology (上海理工大學) in 2004. Ms. Tan also obtained an Executive Master of Business Administration (EMBA) degree from East China University of Science and Technology (華東理工大學) in 2018. Ms. Tan was a technical staff of Shanghai Haigong Valve Factory* (上海海工閥門廠) from July 1994 to January 1998, and is currently the deputy general manager of Shanghai Hongsheng Valve Manufacture Co., Ltd.* (上海弘盛特種閥門製造有限公司).
Mr. Wong Tin Yu
Mr. Wong Tin Yu, aged 29, was appointed as our company secretary (the “Company Secretary”) in July 2019. Mr. WONG is a Manager of Corporate Services of Tricor Services Limited, a global professional services provider specializing in integrated Business, Corporate and Investor Services. He has extensive experience in a diversified range of corporate services and has been providing professional secretarial services to many companies listed on the Stock Exchange for the past 7 years. Mr. WONG is a Chartered Secretary and an Associate of both the Hong Kong Institute of Chartered Secretaries and the Chartered Governance Institute in the United Kingdom. Mr. Wong received a Bachelor of Business Administration degree in Finance from Lingnan University in 2012.
The Audit Committee was established in compliance with Rules 3.21 and 3.22 of the Listing Rules and Code Provision C.3.3 of the CG Code. The Audit Committee is accountable to the Board and is primarily responsible for reviewing and monitoring the integrity of financial information and reporting by the Company, for reviewing the Group’s internal control and risk management systems and for overseeing the relationship with the external auditor. The Audit Committee has access to and maintains an independent communication with the external auditor and the management to ensure effective information exchange on all relevant financial and accounting matters.
The audit committee currently consists of Mr. Lum Pak Sum (Committee Chairman) Mr. Xie Rongxing and Prof. Yan Haifeng.
Terms of Reference
The Nomination Committee was established in compliance with Code Provisions A.5.1 and A.5.2 of the CG Code. The primary duties of the Nomination Committee are to make recommendations to the Board regarding candidates to fill vacancies on the Board. In selecting candidates for directorship of the Company, the Nomination Committee may make reference to certain criteria such as the Company’s needs, the integrity, experience, skills and professional knowledge of the candidate and the amount of time and effort that the candidate will devote to discharge his/her duties and responsibilities. External recruitment professionals might be engaged to carry out selection process when necessary.
The nomination committee currently consists of Mr. Yang Jun (Committee Chairman), Mr. Xie Rongxing and Prof. Yan Haifeng.
Terms of Reference
The Remuneration Committee was established in compliance with Rules 3.25 and 3.26 of the Listing Rules and Code Provision B.1.2 of the CG Code. The Remuneration Committee is primarily responsible for recommending to the Board the remuneration of Directors and certain senior managers.
The remuneration committee currently consists of Prof. Yan Haifeng (Committee Chairman) , Mr. Xie Rongxing and Mr. Yang Jun.
Terms of Reference