ARTICLES OF ASSOCIATION
BOARD OF DIRECTORS
The Board currently consists of eight directors, comprising four executive
directors, one non-executive director and two independent non-executive
Mr. Chen Yong
Mr. Chen Yunfei
Ms. Guo Huawei
Mr. Yang Jinming
Ms. Janine Junyuan Feng
Independent Non-executive Directors:
Dr. Liu Guoen
Mr. Chong Yat Keung
We have established the following committees, including Audit Committee, Nominee
Committee, Remuneration Committee. The committees perform their duties
authorized by the Board of Directors.
The audit committee currently comprises of three Directors: Mr. Chong Yat Keung and Ms. Janine Junyuan Feng.
The primary responsibilities include reviewing and supervising our financial
reporting procedures, including proposing on appointing or changing the external
auditors, supervising internal audit system and implementation, the
communication between the internal auditors and external auditors, auditing the
financial information and its disclosure, reviewing internal control system and
auditing the significant connected transactions, nominating the principals of
the internal audit department, other matters that the Board of Directors has
authorized it to deal with.
The nomination committee currently comprises of Mr. Chen Yong (chairman), Mr.
Chong Yat Keung and Ms. Janine Junyuan Feng.
The primary responsibilities of the nomination committee include preparing the
procedures and criteria for determining the candidates for the directors and
senior management of the Group, and conducting preliminary review on their
qualification and credentials, including proposing to the Board on its size and
composition in accordance with the Group’s operating results, assets and
shareholding structure, reviewing the procedures and criteria for determining
the candidates for the directors and general managers of the Group and making
proposals to the Board of Directors, looking widely for the qualified candidates
for the directors and managers, reviewing and making proposals on the candidates
for the other senior management such as the vice general managers and chief
accountant, on which the Board of Directors need to resolve, other matters that
the Board of Directors has authorized it to deal with.
The remuneration committee currently comprises of three Directors: Mr. Chong Yat
Keung(chairman), Dr. Liu Guoen and Ms. Janine Junyuan Feng.
The primary duties of the remuneration committee include formulating the
criteria for and conducting assessment on the directors and senior management as
well as determining and reviewing the remuneration policies and plans for the
directors and senior management, including formulating remuneration plans and
proposals in accordance with the terms of reference of the directors and senior
management and the importance of their positions as well as the remuneration
benchmarks for the relevant position in the other comparable companies, the
remuneration plans and proposals, including but not limited to criteria,
procedures and main assessment system for performance assessment, main proposals
and regulations on award and punishment, reviewing the performance of the
directors and senior management and conducting annual assessment on their
performance and results, supervising the implementation of the remuneration
policies of the Group, other matters that the Board of Directors has authorized
it to deal with.