Governance Structure

General Meeting of Shareholders

The General Meeting of Shareholders shall be the organ of authority of the Company and shall exercise its authority according to law, including: to decide on the business operating guidelines and investment plans of the Company, to examine and approve profit distribution plans and loss recovery plans, to examine and approve annual financial budgets and final accounts of the Company, to pass resolutions on the issuance of corporate bonds or other securities by the Company and public listing plans, to pass resolutions concerning the increase or reduction of the Company's registered capital, to amend the Articles of Association of the Company, to pass resolutions on the appointment or dismissal or non-renewal of engagement of accounting firms by the Company.

The method of, and procedure for, the nomination of directors and supervisors by shareholders are set forth as follows

  • 01

    A shareholders independently or shareholders collectively holding more than 3% of the total outstanding voting shares of the Company may propose to the General Meeting of Shareholders candidates for the position of director or supervisor who is not staff representatives in the form of a written proposal; nevertheless, the number of nominees shall comply with the provisions of the Company's Articles of Association and shall not exceed the number of persons to be elected. The shareholder(s) shall submit the aforesaid proposal to the Company at least 14 days before the date the General Meeting of Shareholders is held;

  • 02

    The Board of Directors or the Board of Supervisors may, to the extent of the number of persons specified in the Company's Article of Association, put forward a list of recommended director candidates and supervisor candidates consistent with the number of persons to be elected, and submit such list to the Board of Directors and the Board of Supervisors respectively for review. Once the Board of Directors and the Board of Supervisors have conducted its review and adopted a resolution determining the director or supervisor candidates, it shall bring the same before the General Meeting of Shareholders in the form of a written proposal;

  • 03

    The nomination of candidates for independent non-executive director shall be carried out in accordance with Article 132 of the Company's Article of Association;

  • 04

    The written notices of the intention to nominate director or supervisor candidates and of the nominee indicating their willingness to accept the nomination as well as relevant written materials on the nominee shall be delivered to the Company at least 14 days before the date of the General Meeting of Shareholders. The Board of Directors or the Board of Supervisors shall provide to the shareholder the resumes and basic particulars of the director or supervisor candidates;

  • 05

    The period accorded by the Company to the nominators and candidates to submit the aforesaid notices and documents shall not be less than 14 days (counting from the day immediately following the date of issuance of the notice of the General Meeting of Shareholders);

  • 06

    The General Meeting of Shareholders shall vote on each of the director or supervisor candidates one by one;

Board of Directors

The Board of Directors is responsible for the overall leadership of the Group, overseeing the Group's strategic decisions and monitoring our business and performance. The Board of Directors shall be accountable to the General Meeting of Shareholders and exercise the authorities in accordance to the law, including but not limited to: approval and monitoring of all policy matters, overall strategies and budgets, internal control and risk management systems, material transactions (in particular those that may involve conflict of interests), appointment of Directors and other significant financial and operational matters. The Board has delegated the authority and responsibility for day-to-day management and operation of the Group to the senior management of the Group.

Currently, the Board of Directors of the Company comprises 12 members. There are three executive directors, five non-executive directors and four independent non-executive directors. The Directors shall be elected at the general meetings for a term of no more than three years, and may be re-elected and re-appointed upon the expiry of such term unless otherwise specified by laws, regulations and supervisory requirements.

  • Mr. Zhang Junthe chairman of the Board and an executive Director

    Mr. Zhang Jun joined the Group in March 2015 and successively served as the general manager of Liaoning Small Loan Company*(辽宁小额再贷款公司)(in preparation) and the deputy general manager of Liaoning Hanhua Capital Management Co., Ltd.*(辽宁瀚华资本管理有限公司). Before joining the Group, Mr. Zhang Jun served as the secretary of the Youth League Committee of Liaoning Financial Workers University*(辽宁省金融职工大学)(subsequently merged with Liaoning Finance Vocational College*(辽宁金融职业学院) to form Liaoning Bank School*(辽宁银行学校)from March 1991 to July 1993, served as the deputy general manager and economist of the Chaoyang branch of Industrial and Commercial Bank of China from July 1993 to November 2004, and served as the president and executive director of Chaoyang Jinda Titanium Industry Co., Ltd.*(朝阳金达钛业股份有限公司)from November 2004 to March 2015.

    Mr. Zhang Jun has won the “Meritorious Award”, the “Model Worker Medal”, the “Builder’s Medal” and the “May 1st Laborers Medal” of the Chaoyang Municipal Committee and Municipal Government of Liaoning Province. Mr. Zhang Jun obtained a master’s degree in business administration from China Europe International Business School in August 2014.

Name Position Date of Appointment
Mr. Zhang Jun Chairman of the Board and Executive Director 16 October 2022
Mr. Zhang Guoxiang Executive Director 16 October 2022
Mr. Cui Weilan Executive Director 16 October 2022
Ms. Liu Jiaoyang Non-executive Director 16 October 2022
Ms. Liu Tingrong Non-executive Director 16 October 2022
Ms. Wang Fangfei Non-executive Director 16 October 2022
Mr. Feng Yongxiang Non-executive Director 16 October 2022
Mr. Liu Bolin Non-executive Director 16 October 2022
Mr. Li Wei Independent non-executive Director 16 October 2022
Mr. Hu Yuntong Independent non-executive Director 16 October 2022
Mr. Xu Hongcai Independent non-executive Director 16 October 2022
Mr. Wu Qing Independent non-executive Director 29 May 2024
Ms. Peng Ying Secretary of the Board 16 October 2022

To oversee particular aspects of the Company's affairs, the Board has established four Board committees, including the Audit Committee, the Nomination and Remuneration Committee, the Strategic Investment Committee and the Risk Management Committee to assist the Board in performing its functions within its terms of reference.

  • Audit Committee

    The Audit Committee of the Company comprises three Directors, namely Mr. Hu Yuntong, Ms. Liu Jiaoyang and Mr. Li Wei. Currently, Mr. Hu Yuntong is the chairman of the Audit Committee.

    Main duties and authorities

  • Nomination and Remuneration Committee

    The Nomination and Remuneration Committee of the Company comprises three Directors, namely Mr. Wu Qing, Mr. Zhang Guoxiang and Mr. Xu Hongcai. Currently, Mr. Wu Qing is the chairman of the Nomination and Remuneration Committee.

    Main duties and authorities

  • Strategic Investment Committee

    The Strategic Investment Committee of the Company consists of three directors: Mr. Li Wei, Mr. Zhang Guoxiang and Mr. Cui Weilan. Mr. Li Wei currently serves as the chairman of the Strategic Investment Committee.

    Main duties and authorities

  • Risk Management Committee

    The Risk Management Committee of the Company comprises three Directors, namely Mr. Cui Weilan, Mr. Zhang Guoxiang and Ms. Liu Tingrong. Currently, Mr. Cui Weilan is the chairman of the Risk Management Committee.

    Main duties and authorities

Board of Supervisors

The Board of Supervisors shall be the Company's supervisory organ and shall be accountable to the General Meeting of Shareholders. The Board of Supervisors exercises the following duties and authorities according to the law, including but not limited to: to examine the Company's finances; to supervise the conduct of the directors and senior executives in the performance of their Company duties, to suggest the removal of directors or senior executives who violate the laws, administrative regulations, or to breach the Company's Articles of Association or resolutions of the General Meeting of Shareholders; If an act of a director or of the President or other senior executive is detrimental to the Company's interest, to require him or her to correct such act; etc.

The members of the Board of Supervisors and their positions are listed as below:

Name Position Date of Appointment
Mr. He Zhonghua Chairman of the Board of Supervisors 16 October 2022
Mr. He Yu Supervisor 16 October 2022
Mrs. Huang Hui Employee Representative Supervisor 15 December 2023

Main duties and authorities of the Board of Supervisors

Senior Management

  • Zhang Guoxiang

    Mr. Zhang Guoxiang, participated in the founding of the Group in August 2004, served as President of the Group from August 2004 to March 2016 and as Executive Director of the Group since March 2013. He has worked with the Group since its inception and has played a key role in the senior management team.

    Mr. Zhang Guoxiang obtained an executive master of business administration degree from Cheung Kong Graduate School of Business in September 2011.

  • Cui Weilan

    Mr. Cui Weilan, joined the Group in June 2006 and successively served in several positions including the chief legal officer, vice president, secretary to the Board and executive president. Mr. Cui has been an executive Director since May 2015 and the president of the Company since March 2016.

    Mr. Cui obtained his bachelor’s degree in law from the department of politics of Southwest Normal University*(西南师范大学) (currently known as Southwest University) in June 1995. He is also accredited as a practicing solicitor by the Ministry of Justice of the PRC and as an associate professor in law by Hebei Title Reform Leadership Committee Bureau*(河北职称改革领导小组). He completed the postgraduate program in economic law from Chinese Academy of Social Sciences in September 2003 and obtained a master’s degree in business administration from China Europe International Business School in September 2012.

  • Zhou Xiaochuan

    Mr. Zhou joined the Group in March 2008 and successively served as the chief financial officer and vice president of the Group. He had been the executive president of the Company since March 2018, and has been appointed as the co-chief executive of the Company with effect from January 2022.

    Mr. Zhou obtained his junior college degree in accounting from Southwestern University of Finance and Economics in June 1995. He obtained a master’s degree in business administration from Peking University in July 2018.

  • Yuan Guoli

    Mr. Yuan has been the vice president of the Company since 2016. He joined the Group in October 2006 and successively serves as the general manager of Liaoning Hanhua and the marketing director of the Group and the president of Fuan Financial Asset Management.

    Mr. Yuan obtained his bachelor’s degree in industrial economics from the Department of Industrial Management of Liaoning University in July 1991, and EMBA degree from Liaoning University in June 2015. He is currently studying an EMBA degree at Guanghua School of Management of Peking University.

  • Ren Weidong

    Mr. Ren has been the vice president of the Company since March 2018. He joined the Group in February 2009 and successively served as the general manager of the financial department of the Group, the chief financial officer and the secretary of the Board of the Company.

    Mr. Ren obtained his bachelor’s degree in auditing from Hangzhou Institute of Electronics and Engineering(杭州电子工业学院)(currently known as Hangzhou Dianzi University(杭州电子科技大学)) in July 1999. He obtained an EMBA degree in Guanghua School of Management of Peking University in July 2018.

Main duties and authorities of the Audit Committee

The main responsibility of the Audit Committee is to facilitate the communication, supervision and verification in respect of the Company's internal and external auditing. Its main functions and powers include but not limited to:

To propose the appointment or replacement of the external auditors, considering and making suggestions on their remunerations, resignation or dismissal;

To oversee the Company's internal audit system and its implementation, and review the group's financial and accounting policies and practices;

To audit the financial information of the Company and its disclosure;

To review the Company's financial monitoring, internal monitoring and risk management systems, audit material connected transactions, ensure that the management has fulfilled its duties to establish an effective internal control system;

To examine the Letter of Audit Description provided by the external auditors to the management, any material queries raised by the auditors to the management in respect of the accounting records, financial accounts or monitoring systems and the management's response;

To formulate whistle-blowing policies and systems, etc. The written terms of reference of the Audit Committee are available on the websites of the Hongkong Stock Exchange and the company. (in the section of "Investor Relations-Corporate Governance-Governance Documents")

Main duties and authorities of the Nomination and Remuneration Committee

The main responsibility of the Nomination and Remuneration Committee is to assist the Board to formulate the recruitment procedures and assessment standards for Directors and senior management of the Company and conduct preliminary assessment on the qualifications and conditions of candidates to be appointed within its area of competence; study and formulate the remuneration plans, performance appraisal systems and incentive schemes of Directors, Supervisors and senior management of the Company, make suggestions to the Board and supervise the implementation of plans and systems.

The written terms of reference of the Nomination and Remuneration Committee are available on the websites of the Hongkong Stock Exchange and the Company. (in the section of "Investor Relations-Corporate Governance-Governance Documents")

Main duties and authorities of the Strategic Investment Committee

The primary responsibilities of the Strategic Investment Committee are to examine and advise the Board on our long-term development strategies and major investment decisions, including:

To study and make recommendations on significant projects investment and financing which is subject to the approval of the Board pursuant to the Articles of Association;

To study and make recommendations on major capital operation and asset operation projects which are subject to the approval of the Board pursuant to the Articles of Association;

To study and make recommendations on major issues affecting our development;

To examine the implementation of the above matters.

Main duties and authorities of the Risk Management Committee

The main responsibility of the Risk Management Committee is to provide professional advice to the Board or to make decisions on professional matters according to the authority of the Board in relation to the risk management. Its main functions and powers include but not limited to:

to examine, approve and inspect the system of the responsibilities, powers and reports related to the risks of the senior management and business departments to ensure the effectiveness of the risk management decision making system throughout the Company, and to ensure as greatest possible that the risks faced by the various businesses of the Company are controlled in the acceptable range;

to review the reports on risks submitted by the senior management and business departments on a regular basis, and to fully understand the overall conditions of the risk management of the Company and the effectiveness of the senior management and business departments dealing with major risk events and monitoring and assessing the routine risk management system;

to ensure the business departments of the Company at all levels to take necessary measures to effectively identify, assess, measure, monitor, control and mitigate the risks;

to communicate and discuss the operational risk management system and risk profile with the senior management and business departments of the Company on a regular basis, to conduct regular assessments on the risk policies, management status and risk tolerance of the Company and to ensure that the senior management of the Company has performed its duties and responsibilities to have established an effective risk management system;

to study the important investigation findings on risk management matters and the responses of the senior management of the Company to such findings on its own initiative or as delegated by the Board;

other matters delegated by the Board. The written terms of reference of the Risk Management Committee are available on the websites of the Hongkong Stock Exchange and the company. (in the section of "Investor Relations-Corporate Governance-Governance Documents")

Main duties and authorities of the Board of Supervisors

The Board of Supervisors exercise the following duties and authorities according to the law:

To examine the Company's finances;

To supervise the conduct of the directors and senior executives in the performance of their Company duties, and to suggest the removal of directors or senior executives who violate the laws, administrative regulations, or breaching the Company's Articles of Association or resolutions of the General Meeting of Shareholders;

If an act of a director or of the President or other senior executive is detrimental to the Company's interest, to require him or her to correct such act;

To review the financial reports, operating reports, profit distribution plans and other financial documents to be submitted by the Board of Directors to the General Meeting of Shareholders, and, when in doubt, it may entrust certified accountants and practicing auditors in the Company's name to independently review the Company's finance;

To propose the holding of Extraordinary General Meeting of Shareholders and, in the event that the Board of Directors fails to perform its duty of convening and presiding over the meetings of the General Meeting of Shareholders, to convene and preside over such General Meeting of Shareholders;

To submit proposals to the General Meeting of Shareholders;

To negotiate with, or bring legal actions against, directors or senior executives on behalf of the Company;

To propose the holding of interim meetings of the Board of Directors;

To elect the Chairman of the Board of Supervisors;

Other duties and authorities specified by the Company's Articles of Association.