Corporate Governance

Announcements and Notice – [Formal Notice]

Amended And Restated Memorandum And Articles Of Association

Announcements and Notice – [Formal Notice]
Nomination Committee – Terms of Reference

Announcements and Notice – [Formal Notice]
Audit Committee – Terms of Reference

Announcements and Notice – [Formal Notice]
Remuneration Committee-Terms Of Reference

Announcements and Notice – [Formal Notice]

Investment Committee – Terms of Reference

Announcements and Notice – [Formal Notice]
List of Directors and Their Roles and Functions

Announcements and Notice – [Formal Notice]
Procedures For Shareholders To Propose A Person For Election As A Director

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.

EXECUTIVE DIRECTORS

Mr. Liu Jia, Executive Director, Chairman and Chief Executive Officer

Mr. LIU Jia, Aged 56, 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 52, 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.

NON-EXECUTIVE DIRECTORS

Ms. TSE Hang Mui

Ms. TSE Hang Mui, Aged 62, is a Non-Executive Director. Ms. Tse joined CE Hong Kong as a secretary in the general affairs division in September 1987 and was promoted to secretary to vice president in December 1988. In October 1989, Ms. Tse was seconded to China Everbright Medicine Company Limited, a subsidiary of CE Hong Kong, as secretary and assistant manager. She was promoted to deputy administrative manager and the administration manager in the general management office of CE Hong Kong in December 1993 and December 1994, respectively. From April 1997 to February 2014, she served as an assistant general manager in the finance management department of CE Hong Kong, in which she was promoted to deputy general manager in February 2014. Her major duties in the finance management department included treasury management, financial analysis, capital budgeting and portfolio valuation. From April 2020, Ms Tse has transferred to Human Resources Department as Deputy General Manager. Prior to joining CE Hong Kong, Ms. Tse had been a secretary in Drs Anderson & Partners from May 1982 to July 1987, during which she mainly assisted in running the accounts office and undertaking the general secretarial work. She is also a director of certain subsidiaries of CE Hong Kong.

Ms. Tse obtained a diploma in management studies jointly awarded by The Hong Kong Polytechnic University and the Hong Kong Management Association in September 1993, a bachelor degree of commerce in management and marketing in Curtin University of Technology, Australia in April 1996, a master degree of arts in human resources management in Macquarie University, Australia in October 1997, and a postgraduate diploma in professional accounting in the Hong Kong Polytechnic University in November 2000. Ms. Tse became a member of the Hong Kong Institute of Certified Public Accountants (“HKICPA”) (formerly known as the Hong Kong Society of Accountants) in April 2002 and was admitted as a fellow of the Association of Chartered Certified Accountants in June 2007.

Mr. LI Yinzhong

Mr. LI Yinzhong, Aged 56, is a Non-Executive Director and a member of the Audit Committee of the Company. Mr. Li joined the Group in June 2017. Prior to joining the Group, Mr. Li served as the Financial Manager of the Shenzhen office of China Everbright International Trust Co., Ltd. (中國光大國際信託有限公司) between August 1993 and May 1998. He had then served in the audit department of China Everbright Group from May 1998 to April 2000. Mr. Li joined CE Hong Kong as the Assistant General Manager in the financial management department in April 2000. Between March 2003 and January 2016, he had served as the Deputy General Manager in the investment management department of CE Hong Kong. He has also been serving as the General Manager of the audit department of CE Hong Kong since January 2008. Since January 2016, he has served as the General Manager of the audit department and the person in-charge of the investment management department of CE Hong Kong. Since April 2017, Mr. Li has been appointed as a Director of CE Hong Kong. He is also the Director of certain subsidiaries of CE Hong Kong.

Mr. Li obtained a bachelor’s degree in economics in Zhongnan University of Economics and Law (中南財經政法大學) (formerly known as Zhongnan University of Economics (中南財經大學)) in July 1987. Mr. Li has been a non-practicing member of the Chinese Institute of Certified Public Accountants since November 2004.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. TSOI David

Mr. TSOI David, Aged 73, is an Independent Non-Executive Director and also the chairman of the audit committee of the Company. 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 75, 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 Legislative Council for the Hong Kong Special Administrative Region, 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 66, is the Independent Non-Executive Director and also the chairman of the remuneration committee and a member of the nomination 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.

Ms. YU Pauline Wah Ling

Ms. YU Pauline Wah Ling, Aged 73, is an Independent Non-Executive Director and also a member of the remuneration committee of the Company. Prior to joining the Group, Ms. Yu had served as the lettings assistant and later as assistant manager of The Hongkong Land Company Limited (formerly The Hongkong Land Investment & Agency Co., Ltd.) from August 1971 to July 1981. She has also worked in Hysan Development Company Limited (stock code: 0014), a company listed
on the Stock Exchange, since 1981. In November 1991, she was appointed as a director of Hysan Development Company and was responsible for the strategic development of the company’s property business. Ms. Yu retired as an executive director in May 2008.

Ms. Yu obtained a bachelor degree of arts in the University of Hong Kong in October 1971.