TERMS OF REFERENCE
Nomination Committee – Terms of Reference
Audit Committee – Terms of Reference
Remuneration Committee-Terms of Reference
Investment Committee – Terms of Reference
LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONS
List of directors and their roles and functions
PROCEDURES FOR SHAREHOLDERS TO PROPOSE A PERSON FOR ELECTION AS A DIRECTOR
Procedures for shareholders to propose a person for election as a director
COMPANY POLICY
Shareholders Communication Policy
BOARD OF DIRECTORS
The board of directors is responsible for the management and development of our business and has the general authority to manage and operate our daily business operations. The board of directors consists of eight directors, including two executive directors, two non-executive directors and four independent non-executive directors.
Mr. Liu Jia, Executive Director, Chairman and Chief Executive Officer
Mr. LIU Jia, Aged 59, is an Executive Director, Chairman of the Board and Chief Executive Officer, the Chairman of the Investment Committee and a member of the Remuneration Committee of the Company. Mr. Liu joined the Group in November 1991 and is acting as the Director and Chairman of two Company’s subsidiaries, namely Growing China Limited (“Growing China”) and Metallic Field Limited (“Metallic Field”). He is also the Director of certain subsidiaries of the Company, including Square Field Limited (“Square Field”), First Step Corporation Limited (“First Step”) and Everbright Grand China Assets Management Limited (“EGCAM”). Mr. Liu is currently a Director of China Everbright Holdings Company Limited (“CE Hong Kong”).
Mr. Liu joined Capital Century Company Limited (“Capital Century”) in 1988. He served as the Director and Deputy General Manager of Capital Century in 1991, mainly responsible for the day-to-day operations and property investment and management of investment projects. Since Capital Century is a subsidiary of CE Hong Kong, Mr. Liu acted as its Deputy General Manager in the real estate department during the period from August 1997 to March 2000, mainly responsible for the investment and business operations of real estate. At the end of 1998, Mr. Liu served as the Director and General Manager of China Everbright Financial Assets Management (HK) Limited (“China EB Financial Assets”), responsible for receiving and disposing of overseas investment assets entrusted by domestic financial management departments. China EB Financial Assets is the initial company of Huida Asset Management Ltd. Co.*(滙達資產 托管有限責任公司). In 2000, Mr. Liu was appointed as the assistant president in the head office of China Everbright Bank Company Limited (“CE Bank”) and was responsible for related work matters.
He was promoted as the General Manager of Capital Century in 2004, upon which he became responsible for the overall operational management and strategic development. Since August 2014, Mr. Liu has been appointed and served as an Executive Director and Deputy General Manager of CE Hong Kong, as well as the Chairman of Capital Century (the parent company of the Company). After the successful listing of the Company in 2018, Mr. Liu serves as its Chairman and Chief Executive Officer.
Mr. Liu graduated from the Civil Engineering Department of Nanjing Jinling Vocational University (金陵職業大學), majoring in the industrial and civil architecture, with a diploma in July 1986, and a postgraduate certificate of architecture, economics and management in Southeast University (東南大學) in August 1992. Since July 2016, he has become a fellow of the Hong Kong Institute of Directors and was hired as an off-campus master’s Supervisor in the School of International Business of Southwestern University of Finance and Economics in September 2020 for a period of one year.
Mr. Ma Heming, Executive Director and General Manager
Mr. Ma, aged 55, is experienced in real estate, international trade and public relations. From August 1990 to February 1992, Mr. Ma worked at Beijing First Construction Engineering Co., Ltd. (北京市第一建築工程有限公司). From March 1992 to September 1999, Mr. Ma worked at China Far East International Trading Corporation* (中國遠東國際貿易總公司). From October 1999 to January 2006, Mr. Ma worked at China Public Relations Association (中國公共關係協會) (the “Association”). Mr. Ma was appointed as the deputy director of the Association in February 2002. From April 2011 to August 2014, Mr. Ma was appointed as the director of the Association. From February 2006 to March 2011, Mr. Ma worked at Liaison Office of the Central People’s Government in the Hong Kong Special Administrative Region (中央人民政府駐香港特別行政區聯絡辦公室) (the “Liaison Office”). Mr. Ma was appointed as a director of the Liaison Office in May 2009. Mr. Ma has served as the deputy secretary general of Mainland, Hong Kong and Macao Trade Promotion Association* (中國內地與港澳貿易交流促進會) since September 2014.
Mr. Ma received a certificate in Economics and Management from Beijing Youth Politics College* (北京市青年政治學院) in July 1990 and a post-graduate certificate in Economics and Management from National Academy of Governance* (國家行政學院) in July 2000.
YIN Junyan
Ms. Yin Junyan, Aged 50, is the Non-Executive Director. Ms Yin has joined the group since December 12, 2023.
Ms. Yin has served as an experienced business manager of financial management department of CE Hong Kong and a director of Capital Century Company Limited since December 2023. Each of the aforementioned companies is a controlling shareholder of the Company. Prior to that, Ms. Yin has served various positions at China Everbright Group Ltd. (“Everbright Group”) (formerly known as China Everbright (Group) Limited) from June 2000 to December 2023, including the auditor of audit department from June 2000 to April 2003, deputy principal staff member of bank audit division of audit department from April 2003 to March 2007, the principal staff member of bank division of audit department from March 2007 to May 2009, the principal staff member of accounting division of financial management department from May 2009 to October 2012, the deputy chief of accounting division of financial management department from October 2012 to December 2014, the chief of accounting division of financial management department from December 2014 to August 2016, the senior manager of accounting division and tax division of financial management department from August 2016 to August 2018, the chief of accounting management division and tax management division of financial management department from August 2018 to August 2019, the chief and the experienced business manager of the listing office from August 2019 to December 2019 and from December 2019 to August 2022, respectively and the experienced business manager of the supervisory board office from August 2022 to December 2023.
Ms. Yin holds a Bachelor’s degree in economics from the Central University of Finance and Economics (中央財經大學) major in accounting, and a Master’s degree in accounting from the Peking University Guanghua School of Management (北京大學光華管理學院). Ms. Yin is currently a senior accountant* in China (中國高級會計師) and a non-practicing member of The Chinese Institute of Certified Public Accountants (中國註冊會計師協會).
Mr. ZHUANG Minrong
Mr. Zhuang Minrong, Aged 50, is the Non-Executive Director. Mr. Zhuang has joined the group since August 26, 2021.
Prior to joining the Group, Mr. Zhuang worked as an operation manager at Fujian Huaqiao Trust Investment Company from September 1996 to March 2001. From March 2001 to August 2007, Mr. Zhuang worked as a corporate account manager at China Everbright Bank Fuzhou Branch (the “Bank”). Mr. Zhuang worked as the general manager’s assistant of the 1st business department from August 2007 to February 2009 and the general manager of the 5th business department and department of small and medium-sized enterprises at the Bank from February 2009 to December 2014. From December 2014 to April 2021, Mr. Zhuang worked as the general manager of the risk management department and credit approval department at the Bank. He has been the assistant general manager of the risk management, internal control and compliance department at CE Hong Kong, a controlling shareholder of the Company since May 2021.
Mr. Zhuang has been a director of Capital Century Company Limited, a controlling shareholder of the Company since August 2021. Mr. Zhuang obtained a bachelor’s degree in economics from Zhongnan University of Finance and Economics (now known as Zhongnan University of Economics and Law) in July 1996
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Mr. TSOI David
Mr. TSOI David, Aged 76, is an Independent Non-Executive Director, also the chairman of the audit committee of the Company and the member of investment committee. Mr. Tsoi has been a Director of Alliott, Tsoi CPA Limited since January 2006. He has been a certified public accountant since September 1981 with over 30 years of experience in accounting, auditing and financial management. He is also qualified as and has been:
(a) a certified public accountant registered at the HKICPA;
(b) a certified tax advisor registered at the Taxation Institute of Hong Kong;
(c) a fellow of the Association of Chartered Certified Accountants since September 1981;
(d) a fellow of the Institute of Chartered Accountants in England and Wales since May 2015;
(e) a member of the Society of Chinese Accountants and Auditors since April 1987 and a fellow since December 2015;
(f) a fellow of the CPA Australia since November 2009; and
(g) a member of the Chartered Professional Accountants of British Columbia, Canada since June 2015.
Mr. Tsoi obtained a master degree of business administration in the University of East Asia, Macau in October 1986.
Mr. SHEK Lai Him Abraham (formerly Razack Ebrahim Abdul and Abraham Razack)
Mr. SHEK Lai Him Abraham (formerly Razack Ebrahim Abdul and Abraham Razack), Aged 78, is an Independent Non-Executive Director and also the Chairman of the Nomination Committee and a member of the Audit Committee of the Company. Mr. Shek joined the Group in December 2017.
Mr. Shek obtained a bachelor’s degree of arts and a diploma in education in the University of Sydney in May 1969 and March 1970, respectively. He became the honorary fellow of Lingnan University, the Hong Kong University of Science and Technology and the University of Hong Kong in November 2008, June 2014 and September 2016, respectively. In addition to his achievements in the academic field, Mr. Shek has also earned certain honorary titles in various ambits. He
was appointed as Justice of the Peace in July 1995 and awarded the Silver Bauhinia Star and Gold Bauhinia Star in the Hong Kong Special Administrative Region 2007 and 2013 Honours Lists, respectively. He has also been a member of the Advisory Committee Board of the Independent Commission Against Corruption since January 2017 and appointed as a Honorary Member of the Court of The Hong Kong University of Science and Technology since August 2020. Mr. Shek
is currently a member of the Honorary Member of the Court and the Council of The University of Hong Kong, and the Honorary Fellow of The Education University of Hong Kong.
Mr. LEE Jor Hung
Mr. LEE Jor Hung, Aged 69, is the Independent Non-Executive Director and also the chairman of the remuneration committee and a member of the nomination committee, audit commitee and investment committee of the Company. Mr. Lee is currently the chairman of DL Brokerage Limited, in which he has been licensed as the dealing director and responsible officer by the Securities and Futures Commission (“SFC”) since August 1993 and October 2003, respectively, under the Securities and Futures Ordinance (“SFO”) to carry on type 1 (i.e. dealing in securities) and type 4 (i.e. advising on securities) regulated activities. He has also served as the director and the permanent honorary president of Hong Kong Securities Association Limited since August 1991 and September 1999, respectively.
He had also served as a director of Hong Kong Securities and Investment Institute from December 2003 to December 2008, and become a fellow member and senior fellow since November 2012 and September 2014, respectively. Mr. Lee had served as a member of the advisory committee and a member of the process review panel to the SFC, from June 1999 to May 2001 and from November 2006 to October 2012, respectively. In addition, he had also served as a member of Disciplinary Panel A and Investigation Panel A of the HKICPA, from February 2005 to January 2011 and from February 2011 to January 2015, respectively.
He had also been a member of the Barrister Disciplinary Tribunal Panel from September 2005 to August 2015.
Mr. Lee obtained a bachelor degree of commerce in the University of Alberta, Canada in May 1977 and a master degree of business administration in the University of East Asia, Macau in October 1986. He was awarded the Bronze Bauhinia Star in the Hong Kong Special Administrative Region 2000 Honors List.
Mr. Wang Cheung Yue
Mr. Wang Cheung Yue, Aged 80, is an Independent Non-Executive Director and also a member of the remuneration committee and investment committee of the Company. Mr. Wang has been the chairman and director of Salon Films (Hong Kong) Limited since its incorporation in 1969. Since 2017, Mr. Wang has been an independent non-executive director of Hailiang International Holdings Limited (stock code: 2336). He is also held the following positions:
Mr. Wang obtained a bachelor of arts degree in business administration from Whittier College, California in 1972.