Procedures for Nomination of Directors by The Board of Directors
The measures and procedures to nominate directors other than those representing employees are as follows:
(1) the board of directors may nominate the candidate for directors to be elected from shareholders within the headcount limit as provided in these Articles of Association and according to the intended numbers to be elected.
(2) the nomination committee shall preliminarily examine the qualification and conditions of the candidate directors. The qualified candidates shall be submitted to the board of directors for examination. After the board of directors and the has approved the candidates by resolution, a written proposal of the candidate directors shall be submitted to the shareholders' general meeting. The board of directors shall provide to the shareholders the resume and brief conditions of the candidate directors.
(3) the shareholders' general meeting shall vote on the candidates one by one.
(4) in case of any need to add or change any director, the board of directors is responsible for proposing to the shareholders' general meeting the selection or change of a director.
Procedures for Nomination of Directors by Shareholders
A written notice of the intention to nominate a person for election as a director and a written notice by that person expressly indicating his acceptance of such nomination shall be given to the Company no earlier than the day after the dispatch of the notice of the shareholders' general meeting and no later than 7 days before the date of such shareholders' general meeting, and the minimum period during which the notices shall be given will be 7 days. The nomination of each director shall be by way of a separate resolution to be considered in the general meeting.
Functions and Powers of the Board of Directors
The board of directors shall be accountable to the shareholders' general meeting and shall exercise the following functions
(1) to be responsible for convening shareholders' general meetings and reporting its work to the shareholders' general meetings;
(2) to implement the resolutions of the shareholders' general meeting;
(3) to determine the Company's management and operation plans and investment schemes;
(4) to formulate the Company's annual budgets and final accounts;
(5) to formulate the Company's profits distribution plans and loss recover plans;
(6) to formulate plans of increasing or decreasing the Company's registered capital, and issuing corporate bonds or other securities, and listing plans;
(7) to draft plans for important acquisition or acquisition of the shares of the Company or the plans of merger, division, dissolution and change of the formation, of the Company;
(8) to determinate the setup of the Company's internal management structure;
(9) to appoint and remove the Company's senior management as nominated by the chairman of the board of directors and decide their remuneration, reward and reprimand matters;
(10) to formulate the Company's basic management system and regulations;
(11) to formulate proposals to amend these Articles of Association;
(12) to manage the issues in respect of the Company's information disclosure;
(13) to decide on issues in respect of the material investment, acquisition or sale of assets, asset mortgage, external guarantee, entrusted financing, affiliated transactions, etc. as authorized by shareholders' general meetings;
(14) to receive the work report of the Company's CEO and supervise his/her work;
(15) to exercise other powers as provided by laws, administrative rules or these Articles of Association and as authorized by the shareholders' general meeting.
All the above board resolutions shall be passed by over one half of the directors;
provided that the resolutions covered in items (6), (7) and (11) and in relation to the granting of external guarantee shall be passed by over two-thirds of the directors.
As of March 12, 2019
As of March 12, 2019
Strategy and Investment Committee
The primary duties of the Strategy and Investment Committee are to conduct research and provide suggestions to the Board for their consideration in relation to major investments, property transactions, financing, major capital operations, asset management projects, production and operation projects and so on, and also to promptly monitor and track the implementation of investment projects approved by the general meeting or the Board, and promptly notify all Directors of any significant progress or changes in process.
Members: MA Mingzhe (Chairman), WONG Yongjian, YIP Dicky Peter, WONG Oscar Sai Hung, GE Ming, YANG XiaopingTERMS OF REFERENCE AND MODUS OPERANDI
AUDIT AND RISK MANAGEMENT COMMITTEE
The primary duties of the Audit and Risk Management Committee are to review and supervise the Company’s financial reporting process and conduct risk management. The Audit and Risk Management Committee is also responsible for reviewing any matters relating to the appointment or removal, and remuneration of the external auditors. In addition, the Audit and Risk Management Committee also examines the effectiveness of the Company’s internal controls, which involve regular reviews of the internal controls of various corporate structures and business processes, and taking into account the respective potential risk and level of urgency, to ensure the effectiveness of the Company’s business operations and the realization of its corporate objectives and strategies. The scope of such examinations and reviews includes finance, operations, regulatory compliance and risk management. The Audit and Risk Management Committee also reviews the Company’s internal audit plan and submits relevant reports and recommendations to the Board on a regular basis.
Members: GE Ming (Chairman), YIP Dicky Peter, SUN Dongdong, YANG Xiaoping, OUYANG HuiTERMS OF REFERENCE AND MODUS OPERANDI
The primary duties of the Remuneration Committee is to determine, with delegated responsibility by the Board, the specific remuneration packages of the Company’s Executive Directors and senior management, including benefits in kind, pension rights and compensation payments, and to make recommendations to the Board on the remuneration of Non-executive Directors. The Remuneration Committee also advises the Board in relation to establishing a formal and transparent procedure for developing remuneration policy in respect of those individuals, considering and approving remunerations based on performance and market conditions, with reference to the corporate goals and objectives set forth by the Board. In particular, the Remuneration Committee is delegated with the specific task of ensuring that no Director or any of his associates is involved in deciding his own remuneration. Where the remuneration of a member of the Remuneration Committee is to be determined, that member’s remuneration should be determined by the other members of the Committee.
Members: YIP Dicky Peter (Chairman), SUN Dongdong, GE Ming, Soopakij CHEARAVANONT, OUYANG HuiTERMS OF REFERENCE AND MODUS OPERANDI
The primary duties of the Nomination Committee are to review, advise and make recommendations to the Board regarding candidates to fill vacancies on the Board and senior management.
The nomination of Directors is considered with reference to an individual’s business acumen and undertakings, academic and professional achievements and qualifications, experience and independence, having regard to the Company’s activities, assets and management portfolio. The Nomination Committee is delegated with the task of actively considering the needs of the Company at the Directors’ level and senior management’s level, studying the criteria and procedure for selecting directors and senior management. After considering and identifying appropriate candidates, the Nomination Committee then makes recommendations to the Board and implements any decisions and recommendations of the Board in relation to appointments. The aim and principal objective of the Nomination Committee are to ensure that there remains a dedicated, professional and accountable Board to serve the Company and its shareholders.
Members: SUN Dongdong (Chairman), MA Mingzhe, WONG Oscar Sai Hung, OUYANG Hui, REN HuichuanTERMS OF REFERENCE AND MODUS OPERANDI