The Board comprises nine directors, including three executive directors, three non-executive directors and three 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 39, 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 Yang Holdings Group Limited (“Shang Yang 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 New Third Board (新三板) in the PRC, stock code: 430258). He has been a general manager of Shangying Global since December 2018, a director of Shangying Global since January 2019 and a director of Etong Technology since March 2013. Mr. Yang is a director of Shang Ying International Holding Co., Ltd. and Shang Ying Financial Holding Co., Limited (substantial 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. Lin Zheming
Mr. Lin Zheming, aged 39, 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 and Institute of Directors. He possesses substantial experience in accounting and auditing of large-sized group companies and publicly listed companies. He has over 10 years of working experience in financial management, asset management, investment management and capital markets.
Mr. Lin has been the vice president of Shang Ying Holdings, mainly in charge of accounting and financial matters, since October 2016. 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. Lin has been a director of Shangying Global since June 2017.
Mr. Zhu Fangming
Mr. Zhu Fangming, aged 50, has been an executive Director since June 2017. 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. 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. Law Fei Shing
Mr. Law Fei Shing, aged 59, 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 29 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 40, 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 47, was an executive Director from May 2013 to July 2017 and has been re-designated a nonexecutive Director since July 2017. Mr. Chu has joined the Group for 20 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 (all are the subsidiaries 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. Xie Rongxing
Mr. Xie Rongxing, aged 68, 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 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. 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. Chen Huigang
Mr. Chen Huigang, aged 55, has been an independent non-executive Director since June 2017. He is also the chairman of the Remuneration Committee, and a member of each of the Audit Committee and Nomination Committee of the Company. Mr. Chen obtained a bachelor’s degree in engineering from Shanghai University of Science and Technology (currently part of Shanghai University) in July 1985. He is a member of The Chinese Institute of Certified Public Accountants. Mr. Chen possesses over 10 years of working experience in accounting, auditing and financial fields. He is the deputy chief accountant of Shanghai Zhongqinwanxin Certified Public Accountants Co. Ltd. (上海中勤萬信會計師事務所), mainly in charge of general management and providing financial auditing services. Mr. Chen was an independent director of Shangying Global from March 2014 to March 2017, and he has been an independent director of Shangying Global again since June 2017.
Mr. Lum Pak Sum
Mr. Lum Pak Sum, aged 58, 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|
|Yuhua Energy Holdings Limited (stock code: 2728)||Independent non-executive director||December 2014 to present|
|i-Control Holdings Limited (stock code: 8355)||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|
|Beautiful China Holdings Company Limited (stock code: 706)||Independent non-executive director||January 2014 to August 2018|
|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|
Ms. So Yee Kwan
Ms. So Yee Kwan, aged 37, was appointed as our company secretary (the “Company Secretary”) in July 2017. Ms. So is a Senior Manager of Corporate Services of Tricor Services Limited, a global professional services provider specializing in integrated Business, Corporate and Investor Services. She 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 14 years. Ms. So is a Chartered Secretary and a Fellow of both the Hong Kong Institute of Chartered Secretaries and The Institute of Chartered Secretaries and Administrators in the United Kingdom. Ms. So received a Bachelor’s degree in International Business Management from Oxford Brookes University in the United Kingdom and a Master of Arts in Professional Accounting and Information Systems from City University of Hong Kong.
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 Mr. Chen Huigang
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 Mr. Chen Huigang.
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 Mr. Yang Jun, Mr. Chen Huigang (Committee Chairman) and Mr. Xie Rongxing.
Terms of Reference