The Company has established the Audit Committee on 9 May 2015 with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph D.3 of the Code on Corporate Governance Practices as set out in Appendix 14 to the Listing Rules. The Audit Committee currently consists of three independent non-executive Directors, namely, Mr. Jiang Senlin, Mr. Zhang Yi and Ms. Dan Xi. Mr. Jiang Senlin is the chairman of the Audit Committee.
The primary duties of the Audit Committee are, inter alia, to assist the Board in providing an independent view of the effectiveness of the financial reporting system, internal control procedures and risk management control systems, to oversee the audit process and to perform other duties and responsibilities as assigned by the Board.
Remuneration Committee
The Company has established the Remuneration Committee on 9 May 2015. The Remuneration Committee comprises an executive Director, namely Mr. Bai Huawei and two independent non-executive Directors, namely Mr. Jiang Senlin and Mr. Zhang Yi. Mr. Zhang Yi is the chairman of the Remuneration Committee.
The principal responsibilities of the Remuneration Committee include making recommendations to the Board on the Group's policy and structure for the remuneration of all Directors and senior management, reviewing and approving the management's remuneration proposals with reference to the corporate goals and objectives of the Board from time to time. The Board as a whole has determined the remuneration policy and packages of the Directors.
Nomination Committee
The Company established a Nomination Committee on 9 May 2015. The Nomination Committee comprises an executive Director, namely Mr. Bai Huawei, and two independent non-executive Directors, namely Mr. Jiang Senlin and Mr. Zhang Yi. Mr. Jiang Senlin is the chairman of the Nomination Committee.
The primary duties of our nomination committee are to review the structure, size, diversity and composition of our Board, assess the independence of independent non-executive Directors and make recommendations to our Board on matters relating to the appointment of Directors.
INVESTMENT COMMITTEE
The Company has established the Investment Committee on 2 March 2022. As at the date of this report, the Investment Committee comprises two executive Directors, namely Mr. Bai Huawei and Mr. Wang Yu and one non-executive Director, namely Mr. Lui Kwok Wai. Mr. Bai Huawei is the chairman of the Investment Committee.
Executive Director, chairman of Investment committee, member of Nomination Committee and member of Remuneration Committee
Mr. Bai Huawei, aged 45, has over 20 years of experience in securities trading, enterprise listing, investment, financing and fund management and also has extensive professional experience in the energy field during his past cooperation with central state-owned enterprises in China. He has been a managing director of Xinglin Investment (Hong Kong) Limited since December 2015, a representative for type 1 (dealing in securities) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong, the “SFO”) (“Type 1”) of Shun Loong Securities Company Limited since May 2020 and a representative for type 9 (asset management) regulated activities under the SFO (“Type 9”) of Capital Focus Asset Management Limited since May 2020. Mr. Bai was also a representative for Type 1 of Emperor Securities Limited from March 2010 to May 2020, a representative for Type 1 of Emperor Wealth Management Limited from May 2012 to June 2017, a representative for type 2 (dealing in futures contracts) regulated activities under the SFO of Emperor Futures Limited from August 2017 to May 2020 and a representative and responsible officer for Type 9 of Emperor Asset Management Limited from August 2011 to October 2014 and from October 2014 to June 2017, respectively. Mr. Bai has joined the company since 7 September 2023.
MR. WANG YU
Executive Director, member of Investment Committee
Mr. Wang Yu, aged 39, is a managing partner at BRICs (Xiamen) Equity Investment Fund Co., Ltd.* （金磚（廈門）股權投資基金有限公司）since December 2018. Prior to that, Mr. Wang served as post-doctoral analyst at China Oceanwide Holdings Group Co., Ltd.（中國泛海控股集團有限公司） from May 2017 to May 2019 and chief analyst at Zhuhai ValueHunter Investment Fund Management Co., Ltd.* （珠海德瑞恒泰投資基金管理有限公司） from September 2014 to September 2015.
Mr. Wang obtained a bachelor’s degree in finance and a master’s degree in management studies from Waikato University in the New Zealand in June 2009 and August 2011 respectively, and a doctor’s degree in management from City University of Macau in September 2014. He was also a postdoctoral fellow in theoretical economics at Chinese Academy of Social Sciences（中國社會科學院） in the People’s Republic of China from May 2017 to May 2019. Mr. Wang has joined the Company since 5 January 2024.
Mr. Xu Lin, aged 63, had obtained a bachelor’s degree in law from Xi’an Political Science and Law University*（西安政治學院） and a master’s degree in business administration from Capital University of Economics and Business in July 1996 and December 2001, respectively. He gained experience through various positions and has a solid foundation in economic theory and rich management experience. Mr. Xu currently serves as a non-executive director of of Yunnan Jinggu Forestry Co., Ltd. (“Yunnan Jinggu Forestry”), a company listed on the Shanghai Stock Exchange (Stock Code: 600265) since December 2020, an independent non-executive director of Mei Ah Entertainment Group Limited, a company listed on the Stock Exchange (Stock Code: 391), since December 2022 and a non-executive director of Hao Tian International Construction Investment Group Limited, a company listed on the Stock Exchange (Stock Code: 1341), since October 2020.
From September 2021 to January 2023, Mr. Xu worked for Chow Tai Fook Enterprises Limited as the senior vice president. Mr. Xu previously also served as a non-executive director of Goldstone Capital Group Limited, a company listed on the Stock Exchange (Stock Code: 1160), from December 2022 to October 2024, the chairman of the board of Yunnan Jinggu Forestry, from December 2020 to March 2024, an independent non-executive director of China United Venture Investment Limited (formerly known as Glory Mark Hi-Tech (Holdings) Limited), a company listed on GEM of the Stock Exchange (Stock Code: 8159) from March 2022 to December 2022, an executive director and the vice chairman of the board of DTXS Silk Road Investment Holdings Company Limited, a company listed on the Stock Exchange (Stock Code: 620), from April 2020 to February 2021, an independent non-executive director of Lamtex Holdings Limited (Stock Code: 1041), from March 2020 to July 2020, and an executive director of Zhaobangji Lifestyle Holdings Limited (formerly known as Zhaobangji Properties Holdings Limited), a company listed on the Stock Exchange (Stock Code: 1660), from October 2019 to March 2020. Mr. Xu has joined the company since 4 November 2024.
Non-Executive Director, member of Investment committee
Mr. Lui Kwok Wai, aged 35, was appointed as the vice president of OCI International Holdings Limited （東建國際控股有限公司） (“OCI International”), a company listed on the Stock Exchange (Stock Code: 329), since November 2020. He is also a director of various subsidiaries of OCI International and the managing director and responsible officers of OCI Asset Management Company Limited, an indirectly wholly owned subsidiary of the OCI International. He manages SFC Type 1, Type 4 and Type 9 regulated activities and also acts as the overall management oversight and the manager-in-charge of key business line functions. Mr. Lui is focusing on company management, fund investment & capital market area, and business development.
Mr. Lui has extensive experience in capital market and corporate finance. He served as the Senior vice president of the leverage & acquisition finance division of Mason Securities Limited from October 2016 to July 2020. Mr. Lui was responsible for margin finance, general offer finance, merge & acquisition projects, asset management, advising on securities trading and funds investment, as well as issuance of investment research report.
Mr. Lui also served as non-executive director of China International Development Corporation Limited, a company listed on the Stock Exchange (stock code: 264), from February 2017 to March 2018.
Mr. Lui obtained a bachelor’s degree of Science in Engineering (Environmental Engineering) from the University of California, San Diego in 2013. Mr. Lui has joined the company since 5 January 2024.
Independent Non-Executive Director, chairman of Audit Committee, chairman of Nomination Committee and member of Remuneration Committee
Mr. Jiang Senlin, aged 53, has over 20 years of experience in financial and investment management. He has been the vice president, chief financial officer, and chief executive officer in Wonderland International Asset Management Limited（華德國際資產管理有限公司） since January 2018. Mr. Jiang worked in Beijing Renge Technology Corp. Ltd*（北京仁歌科技股份有限公司） (NEEQ Code: 837824, voluntarily delisted in December 2018) as vice general manager and chief financial officer from September 2015 to December 2017. He also worked as chief financial officer (Asia) in Morningstar, Inc. (NASDAQ: MORN) from August 2009 to September 2015. Mr. Jiang has been an independent non-executive director of China Ruifeng Renewable Energy Holdings Limited（中國瑞風新能源控股有限公司）, a company listed on the Stock Exchange (Stock Code: 527), since January 2019 and an executive director of Enviro Energy International Holdings Limited（環能國際控股有限公司）, a company listed on the Stock Exchange (Stock Code: 1102), since June 2019. From March to June 2022, Mr. Jiang was a nonexecutive director of Suoxinda Holdings Limited（索信达控股有限公司）, a company listed on the Stock Exchange (Stock Code: 3680).
Mr. Jiang qualified as an accountant in the People’s Public of China in May 1998 and as an intermediate financial officer conferred by the Ministry of Personnel People’s Republic of China in November 1997. Mr. Jiang completed his research program in Art and Culture* （文藝學）at Sichuan University in July 2000 and obtained his bachelor’s degree in Accountancy at the Central Institute of Finance（中央財政金融學院） (now known as the Central University of Finance and Economics) in June 1993. Mr. Jiang has joined the company since 7 September 2023.
MR. ZHANG YI
Independent Non-Executive Director, chairman of Remuneration Committee, member of Audit Committee and member of Nomination Committee
Mr. Zhang Yi, aged 44, obtained his bachelor’s degree in finance management from Xi’an Jiaotong University in July 2000. Mr. Zhang passed the SAC Securities Industry Professional Level Evaluation Test*（SAC證券行業專業人員水平評價測試）by the Securities Association of China*（中國證券業協會）on “securities trading”*（證券交易）, “securities investment analysis”*（證券投資分析）and “fundamental knowledge in securities market”*（證券市場基礎知識）in June 2012. He had also passed the AMAC Fund Practitioner Qualification Examination*（AMAC基金從業人員資格考試）by Asset Management Association of China*（中國證券投資基金業協會）on “fundamental knowledge in security investment funds”*（證券投資基金基礎認知）and “laws and regulations, professional ethics and business practices of funds”*（基金法律法規、職業道德與業務規範）, in December 2016. In addition, Mr. Zhang has also been the general manager in Shenzhen Sanzhi Mingxiang Cultural Media Co., Ltd* （深圳市三支明香文化傳媒有限公司）since September 2015. Mr. Zhang has joined the company since 7 September 2023.
Ms. Dan Xi
Independent Non-Executive Director, member of Audit Committee
Ms. Dan Xi, aged 35, had obtained bachelor’s degrees in laws and French from Wuhan University and a master’s degree in laws from The Chinese University of Hong Kong in June 2012 and November 2013, respectively. She obtained her practicing license as a full-time lawyer issued by The Department of Justice, Guangdong in June 2015.
Ms. Dan joined Beijing Dacheng Law Offices, LLP (Shenzhen) (“Beijing Dacheng”) in June 2013 and is currently a deputy director of the dispute resolution department and a senior partner of Beijing Dacheng since 2022 and June 2024, respectively. She also serves as the secretary general of The Appeals and Reconsideration Professional Committee*（申訴再審專業委員會） of the Guangdong Lawyers Association since December 2023. From January 2023 to March 2024, Ms. Dan served as an independent non-executive director of Ruihe Data Technology Holdings Limited (formerly known as Suoxinda Holdings Limited), a company listed on the Stock Exchange (Stock Code: 3680). From January 2021 to January 2023, she was also a commercial mediator in Shenzhen Pingshan District Commercial Mediation Center* （深圳市坪山區商事調解院）. Ms. Dan has joined the company since 4 November 2024.
Corporate Governance
Board Committees
Audit Committee
The Company has established the Audit Committee on 9 May 2015 with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph D.3 of the Code on Corporate Governance Practices as set out in Appendix 14 to the Listing Rules. The Audit Committee currently consists of three independent non-executive Directors, namely, Mr. Jiang Senlin, Mr. Zhang Yi and Ms. Dan Xi. Mr. Jiang Senlin is the chairman of the Audit Committee.
The primary duties of the Audit Committee are, inter alia, to assist the Board in providing an independent view of the effectiveness of the financial reporting system, internal control procedures and risk management control systems, to oversee the audit process and to perform other duties and responsibilities as assigned by the Board.
Remuneration Committee
The Company has established the Remuneration Committee on 9 May 2015. The Remuneration Committee comprises an executive Director, namely Mr. Bai Huawei and two independent non-executive Directors, namely Mr. Jiang Senlin and Mr. Zhang Yi. Mr. Zhang Yi is the chairman of the Remuneration Committee.
The principal responsibilities of the Remuneration Committee include making recommendations to the Board on the Group's policy and structure for the remuneration of all Directors and senior management, reviewing and approving the management's remuneration proposals with reference to the corporate goals and objectives of the Board from time to time. The Board as a whole has determined the remuneration policy and packages of the Directors.
Nomination Committee
The Company established a Nomination Committee on 9 May 2015. The Nomination Committee comprises an executive Director, namely Mr. Bai Huawei, and two independent non-executive Directors, namely Mr. Jiang Senlin and Mr. Zhang Yi. Mr. Jiang Senlin is the chairman of the Nomination Committee.
The primary duties of our nomination committee are to review the structure, size, diversity and composition of our Board, assess the independence of independent non-executive Directors and make recommendations to our Board on matters relating to the appointment of Directors.
INVESTMENT COMMITTEE
The Company has established the Investment Committee on 2 March 2022. As at the date of this report, the Investment Committee comprises two executive Directors, namely Mr. Bai Huawei and Mr. Wang Yu and one non-executive Director, namely Mr. Lui Kwok Wai. Mr. Bai Huawei is the chairman of the Investment Committee.
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Executive Directors
MR. BAI HUAWEI
Executive Director, chairman of Investment committee, member of Nomination Committee and member of Remuneration Committee
Mr. Bai Huawei, aged 45, has over 20 years of experience in securities trading, enterprise listing, investment, financing and fund management and also has extensive professional experience in the energy field during his past cooperation with central state-owned enterprises in China. He has been a managing director of Xinglin Investment (Hong Kong) Limited since December 2015, a representative for type 1 (dealing in securities) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong, the “SFO”) (“Type 1”) of Shun Loong Securities Company Limited since May 2020 and a representative for type 9 (asset management) regulated activities under the SFO (“Type 9”) of Capital Focus Asset Management Limited since May 2020. Mr. Bai was also a representative for Type 1 of Emperor Securities Limited from March 2010 to May 2020, a representative for Type 1 of Emperor Wealth Management Limited from May 2012 to June 2017, a representative for type 2 (dealing in futures contracts) regulated activities under the SFO of Emperor Futures Limited from August 2017 to May 2020 and a representative and responsible officer for Type 9 of Emperor Asset Management Limited from August 2011 to October 2014 and from October 2014 to June 2017, respectively. Mr. Bai has joined the company since 7 September 2023.
MR. WANG YU
Executive Director, member of Investment Committee
Mr. Wang Yu, aged 39, is a managing partner at BRICs (Xiamen) Equity Investment Fund Co., Ltd.* （金磚（廈門）股權投資基金有限公司）since December 2018. Prior to that, Mr. Wang served as post-doctoral analyst at China Oceanwide Holdings Group Co., Ltd.（中國泛海控股集團有限公司） from May 2017 to May 2019 and chief analyst at Zhuhai ValueHunter Investment Fund Management Co., Ltd.* （珠海德瑞恒泰投資基金管理有限公司） from September 2014 to September 2015.
Mr. Wang obtained a bachelor’s degree in finance and a master’s degree in management studies from Waikato University in the New Zealand in June 2009 and August 2011 respectively, and a doctor’s degree in management from City University of Macau in September 2014. He was also a postdoctoral fellow in theoretical economics at Chinese Academy of Social Sciences（中國社會科學院） in the People’s Republic of China from May 2017 to May 2019. Mr. Wang has joined the Company since 5 January 2024.
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Non-Executive Director
MR. XU LIN
Non-Executive Director, Chairman of the board
Mr. Xu Lin, aged 63, had obtained a bachelor’s degree in law from Xi’an Political Science and Law University*（西安政治學院） and a master’s degree in business administration from Capital University of Economics and Business in July 1996 and December 2001, respectively. He gained experience through various positions and has a solid foundation in economic theory and rich management experience. Mr. Xu currently serves as a non-executive director of of Yunnan Jinggu Forestry Co., Ltd. (“Yunnan Jinggu Forestry”), a company listed on the Shanghai Stock Exchange (Stock Code: 600265) since December 2020, an independent non-executive director of Mei Ah Entertainment Group Limited, a company listed on the Stock Exchange (Stock Code: 391), since December 2022 and a non-executive director of Hao Tian International Construction Investment Group Limited, a company listed on the Stock Exchange (Stock Code: 1341), since October 2020.
From September 2021 to January 2023, Mr. Xu worked for Chow Tai Fook Enterprises Limited as the senior vice president. Mr. Xu previously also served as a non-executive director of Goldstone Capital Group Limited, a company listed on the Stock Exchange (Stock Code: 1160), from December 2022 to October 2024, the chairman of the board of Yunnan Jinggu Forestry, from December 2020 to March 2024, an independent non-executive director of China United Venture Investment Limited (formerly known as Glory Mark Hi-Tech (Holdings) Limited), a company listed on GEM of the Stock Exchange (Stock Code: 8159) from March 2022 to December 2022, an executive director and the vice chairman of the board of DTXS Silk Road Investment Holdings Company Limited, a company listed on the Stock Exchange (Stock Code: 620), from April 2020 to February 2021, an independent non-executive director of Lamtex Holdings Limited (Stock Code: 1041), from March 2020 to July 2020, and an executive director of Zhaobangji Lifestyle Holdings Limited (formerly known as Zhaobangji Properties Holdings Limited), a company listed on the Stock Exchange (Stock Code: 1660), from October 2019 to March 2020. Mr. Xu has joined the company since 4 November 2024.
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MR. LUI KWOK WAI
Non-Executive Director, member of Investment committee
Mr. Lui Kwok Wai, aged 35, was appointed as the vice president of OCI International Holdings Limited （東建國際控股有限公司） (“OCI International”), a company listed on the Stock Exchange (Stock Code: 329), since November 2020. He is also a director of various subsidiaries of OCI International and the managing director and responsible officers of OCI Asset Management Company Limited, an indirectly wholly owned subsidiary of the OCI International. He manages SFC Type 1, Type 4 and Type 9 regulated activities and also acts as the overall management oversight and the manager-in-charge of key business line functions. Mr. Lui is focusing on company management, fund investment & capital market area, and business development.
Mr. Lui has extensive experience in capital market and corporate finance. He served as the Senior vice president of the leverage & acquisition finance division of Mason Securities Limited from October 2016 to July 2020. Mr. Lui was responsible for margin finance, general offer finance, merge & acquisition projects, asset management, advising on securities trading and funds investment, as well as issuance of investment research report.
Mr. Lui also served as non-executive director of China International Development Corporation Limited, a company listed on the Stock Exchange (stock code: 264), from February 2017 to March 2018.
Mr. Lui obtained a bachelor’s degree of Science in Engineering (Environmental Engineering) from the University of California, San Diego in 2013. Mr. Lui has joined the company since 5 January 2024.
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Independent Non-Executive Directors
MR. JIANG SENLIN
Independent Non-Executive Director, chairman of Audit Committee, chairman of Nomination Committee and member of Remuneration Committee
Mr. Jiang Senlin, aged 53, has over 20 years of experience in financial and investment management. He has been the vice president, chief financial officer, and chief executive officer in Wonderland International Asset Management Limited（華德國際資產管理有限公司） since January 2018. Mr. Jiang worked in Beijing Renge Technology Corp. Ltd*（北京仁歌科技股份有限公司） (NEEQ Code: 837824, voluntarily delisted in December 2018) as vice general manager and chief financial officer from September 2015 to December 2017. He also worked as chief financial officer (Asia) in Morningstar, Inc. (NASDAQ: MORN) from August 2009 to September 2015. Mr. Jiang has been an independent non-executive director of China Ruifeng Renewable Energy Holdings Limited（中國瑞風新能源控股有限公司）, a company listed on the Stock Exchange (Stock Code: 527), since January 2019 and an executive director of Enviro Energy International Holdings Limited（環能國際控股有限公司）, a company listed on the Stock Exchange (Stock Code: 1102), since June 2019. From March to June 2022, Mr. Jiang was a nonexecutive director of Suoxinda Holdings Limited（索信达控股有限公司）, a company listed on the Stock Exchange (Stock Code: 3680).
Mr. Jiang qualified as an accountant in the People’s Public of China in May 1998 and as an intermediate financial officer conferred by the Ministry of Personnel People’s Republic of China in November 1997. Mr. Jiang completed his research program in Art and Culture* （文藝學）at Sichuan University in July 2000 and obtained his bachelor’s degree in Accountancy at the Central Institute of Finance（中央財政金融學院） (now known as the Central University of Finance and Economics) in June 1993. Mr. Jiang has joined the company since 7 September 2023.
MR. ZHANG YI
Independent Non-Executive Director, chairman of Remuneration Committee, member of Audit Committee and member of Nomination Committee
Mr. Zhang Yi, aged 44, obtained his bachelor’s degree in finance management from Xi’an Jiaotong University in July 2000. Mr. Zhang passed the SAC Securities Industry Professional Level Evaluation Test*（SAC證券行業專業人員水平評價測試）by the Securities Association of China*（中國證券業協會）on “securities trading”*（證券交易）, “securities investment analysis”*（證券投資分析）and “fundamental knowledge in securities market”*（證券市場基礎知識）in June 2012. He had also passed the AMAC Fund Practitioner Qualification Examination*（AMAC基金從業人員資格考試）by Asset Management Association of China*（中國證券投資基金業協會）on “fundamental knowledge in security investment funds”*（證券投資基金基礎認知）and “laws and regulations, professional ethics and business practices of funds”*（基金法律法規、職業道德與業務規範）, in December 2016. In addition, Mr. Zhang has also been the general manager in Shenzhen Sanzhi Mingxiang Cultural Media Co., Ltd* （深圳市三支明香文化傳媒有限公司）since September 2015. Mr. Zhang has joined the company since 7 September 2023.
Ms. Dan Xi
Independent Non-Executive Director, member of Audit Committee
Ms. Dan Xi, aged 35, had obtained bachelor’s degrees in laws and French from Wuhan University and a master’s degree in laws from The Chinese University of Hong Kong in June 2012 and November 2013, respectively. She obtained her practicing license as a full-time lawyer issued by The Department of Justice, Guangdong in June 2015.
Ms. Dan joined Beijing Dacheng Law Offices, LLP (Shenzhen) (“Beijing Dacheng”) in June 2013 and is currently a deputy director of the dispute resolution department and a senior partner of Beijing Dacheng since 2022 and June 2024, respectively. She also serves as the secretary general of The Appeals and Reconsideration Professional Committee*（申訴再審專業委員會） of the Guangdong Lawyers Association since December 2023. From January 2023 to March 2024, Ms. Dan served as an independent non-executive director of Ruihe Data Technology Holdings Limited (formerly known as Suoxinda Holdings Limited), a company listed on the Stock Exchange (Stock Code: 3680). From January 2021 to January 2023, she was also a commercial mediator in Shenzhen Pingshan District Commercial Mediation Center* （深圳市坪山區商事調解院）. Ms. Dan has joined the company since 4 November 2024.
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* For identification purpose only