Corporate Governance

Corporate Governance

Our Company will comply with the provisions in Corporate Governance Code and Corporate Report set out in Appendix 16 to the Listing Rules, which sets out principles of good corporate governance in relation to, among other matters, directors, the chairman and chief executive officer, board composition, the appointment, reelection and removal of directors, their responsibilities and remuneration and communications with shareholders.

Our Board will consist of a balanced composition of Executive Directors and Non-Executive Directors, including not less than one-third of Independent Non-Executive Directors to ensure that our Board is able to effectively exercise independent judgment in its decision-making process and provide independent advice to our Shareholders. Our Independent Non-Executive Directors individually and together possess the requisite knowledge and experience for a seat on our Board. All of our Independent Non-Executive Directors are experienced and will provide impartial and professional advice to protect the interest of our minority Shareholders.

Our Directors are satisfied that sufficient corporate governance measures have been put in place to manage conflicts of interest between our Group and our Controlling Shareholders, and to protect minority shareholders’ rights.

  Memorandum and Articles of Association     Procedures For a Shareholder to Propose a Candidate for Election as a Director  

Board Committees

We have established the following committees in our Board of Directors: an Audit Committee, a Remuneration Committee and a Nomination Committee. The committees operate in accordance with terms of reference established by our Board of Directors.

  List of Directors and Their Roles and Functions  

Audit Committee

The Company established an audit committee on March 19, 2014 with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C3 and paragraph D3 of the Code on Corporate Governance Practices as set out in Appendix 14 to the Listing Rules. The audit committee consists of two independent non-executive Directors being Ms. LIU Qianli and Mr. WANG Qing and one non-executive Director being Mr. JI Yue. The chairman of the audit committee is Ms. LIU Qianli, who holds the appropriate professional qualifications as required under Rules 3.10(2) and 3.21 of the Listing Rules. The primary duties of the audit committee are to assist our Board by providing an independent view of the effectiveness of the financial reporting process, internal control and risk management systems of our Group, overseeing the audit process and performing other duties and responsibilities as assigned by our Board.

  Terms of Reference of Audit Committee  

Remuneration Committee

The Company established a Remuneration Committee on March 19, 2014 with written terms of reference in compliance with paragraph B1 of the Code on Corporate Governance Practices as set out in Appendix 14 to the Listing Rules. The Remuneration Committee consists of two Independent Non-Executive Directors being Mr. WANG Qing and Mr. MA Xiaofeng and one Executive Director being Mr. WU Lili. The Remuneration Committee is chaired by Mr. WANG Qing an Independent Non-Executive Director. The primary duties of the Remuneration Committee include, but not limited to, the following: (i) making recommendations to the Board on our 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; (ii) determining the specific remuneration packages of all Directors and senior management; and (iii) reviewing and approving performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time.

  Terms of Reference of Remuneration Committee  

Nomination Committee

The Company established a Nomination Committee on March 19, 2014 with written terms of reference in compliance with paragraph A4 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The Nomination Committee consists of two Independent Non-Executive Directors being Mr. MA Xiaofeng and Mr. LIU Qianli and one Executive Director being Mr. DAI Jian. The chairman of the Nomination Committee is Mr. DAI Jian, our Chairman. The primary functions of the Nomination Committee include, without limitation, reviewing the structure, size and composition of the Board of Directors, assessing the independence of Independent Non-Executive Directors and making recommendations to the Board on matters relating to the appointment of Directors.

  Terms of Reference of Nomination Committee  

  Contractual Arrangements