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 two executive directors, five non-executive directors and five 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.

  • Zhang Guoxiang the chairman of the Board and an executive Director

    Mr. Zhang Guoxiang, has been the chairman of the Board and an executive Director of the Company since March 2013. Mr. Zhang Joined in the Group since August 2004, served as our president from March 2013 to March 2016. He served as the president of Hanhua Guarantee Limited Company from August 2004 to August 2009, also served as the president of Hanhua Financing and Guarantee Co., Ltd. from August 2009 to April 2015. He has been the chairman of the board of directors of Hanhua financing and Guarantee from August 2009 to March 2017. He has been the chairman of the board of supervisors of Loncin Motor Co. Ltd. since October 2010.

    Mr. Zhang plays a pivotal role in the senior management team. He is highly devoted to the establishment and management of the Company’s business operations, commercial decisions and strategic plan of the development of the Group.

    Mr. Zhang obtained his college diploma in finance from Shenyang Television University (瀋陽市廣播電視大學) in July 1992 and his EMBA degree from the Cheung Kong Graduate School of Business in September 2011. He was accredited as a PRC lawyer by Ministry of Justice of the PRC in July 1996 and obtained the intermediate level of financial qualification from Ministry of Human Resources and Social Security of the PRC in October 1997.

Name Position Date of Appointment
Mr. Zhang Guoxiang Chairman of the Board and Executive Director 28 May 2019
Mr. Cui Weilan Executive Director 28 May 2019
Mr. Ren Weidong Secretary of the Board September 18, 2015
Ms. Liu Jiaoyang Non-executive Directors 28 May 2019
Ms. Liu Tingrong Non-executive Directors 28 May 2019
Ms. Wang Fangfei Non-executive Directors 28 May 2019
Mr. Feng Yongxiang Non-executive Directors 28 May 2019
Mr. Liu Bolin Non-executive Directors 28 May 2019
Mr. Bai Qinxian Independent non-executive Director 28 May 2019
Mr. Deng Zhaoyu Independent non-executive Director 28 May 2019
Mr. Qian Shizheng Independent non-executive Director 28 May 2019
Mr. Ng Leung Sing Independent non-executive Director 28 May 2019
Mr. Yuan Xiaobin Independent non-executive Director 28 May 2019

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.

  • The Audit Committee

    The Audit Committee of the Company comprises three Directors, namely Mr. Qian Shizheng, Ms. Liu Jiaoyang and Mr. Yuan Xiaobin. Currently, Mr. Qian Shizheng is the chairman of the Audit Committee.

    Main duties and authorities

  • Remuneration Committee

    The Nomination and Remuneration Committee of the Company comprises three Directors, namely Mr. Deng Zhaoyu, Mr. Zhang Guoxiang and Mr. Bai Qinxian. Currently, Mr. Deng Zhaoyu is the chairman of the Nomination and Remuneration Committee.

    Main duties and authorities

  • The Strategic Investment Committee

    The Strategic Investment Committee of the Company consists of three directors: Mr. Zhang Guoxiang, Mr. Wang Dayong and Mr. Tu Jianhua. Mr. Zhang Guoxiang currently serves as the chairman of the Strategic Investment Committee.

    Main duties and authorities

  • The Risk Management Committee

    The Risk Management Committee of the Company comprises three Directors, namely Mr. Zhang Guoxiang, Mr. CUI Weilan, Mr. Duan Xiaohua. Currently, Mr. Zhang Guoxiang is the chairman of the Executive 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. Li Ruping Chairman of the Board of Supervisors 28 May 2019
Ms. Qinyong Supervisor 28 May 2019
Mr. Chen Zhonghua Supervisor 28 May 2019

Main duties and authorities of the Board of Supervisors

Senior Management

  • Cui Weilan

    Mr. Cui Weilan, has been an executive Director of the Company since May 2015 and the president of the Company since March 2016. He joined the Group in June 2006 and served in position, including vice president, chief legal officer and secretary of the board of directors. Mr. Cui served as the director of Hanhua Financing and Guarantee Co., Ltd. since June 2013.

    Mr. Cui obtained his bachelor’s degree in law from the department of political of Southwest Normal University (currently known as Southwest University (西南大學)) 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 (河北職稱改革領導小組). He completed the postgraduate program in economic law from Chinese Academy of Social Sciences in September 2003 and obtained his MBA degree from China Europe International Business School (中歐國際工商學院) in September 2012.

  • Zhou Xiaochuan

    Mr. Zhou Xiaochuan, has been the executive president of the Company since March 2018. He is in charge of partnership finance business of the Company. Mr. Zhou joined the Group in March 2008 and held various positions, including chief financial officer. He has also been the vice president of Hanhua Financing and Guarantee since January 2013, and is currently the president of Hanhua Guarantee. He has been a director of Chongqing Re-guarantee Co., Ltd. since August 2015.

    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.

  • Luo Xiaobo

    Mr. Luo Xiaobo, has been a vice president of the Company since March 2013, responsible for the credit business of the Group. He joined the Group in November 2004 and held various positions, including chief operating officer. He was also the vice president of Hanhua Financing and Guarantee from January 2013 to April 2015.

    Mr. Luo obtained his bachelor’s degree in mechanical design and manufacturing and business administration from Southwest Agricultural University (西南農業大學) (currently known as Southwest University (西南大學)) in July 2002. He is currently studying an EMBA degree at School of Economics and Management of Tsinghua University.

  • Yuan Guoli

    Mr. Yuan Guoli, has been a vice president of theCompany since 2016. He joined the Group in October 2006 and had served as the marketing director of Hanhua Guarantee, the deputy general manager and general manager of Liaoning Hanhua and the marketing director of the Company successively.

    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 Weidong, has been the financial director and general manager of capital finance department of the Company since March 2013. He has been a vice president of the Company since March 2018 and is in charge of capital finance headquarters and administrative office of our Company. He joined the Group in February 2009 and had served as the general manager of the finance headquarters of Hanhua Financing and Guarantee. He has been the secretary of the board of directors of the Company since September 2015 and a sole company secretary since September 2018 and is also an authorized representative.

    Mr. Ren obtained his bachelor’s degree in auditing from Hangzhou Institute of Electronics and Engineering (杭州電子工業學院) (currently known as Hangzhou Dianzi University (杭州電子科技大學)) in July 1999. He obtained an EMBA degree in Guanghua School of Management of Peking University in July 2018. He was also accredited as a junior accountant in May 2000 by Ministry of Finance of the PRC. He was admitted as an affiliated member of The Association of International Accountants in April 2008.

  • Li Xuan

    Mr. Li Xuan, has been a vice-president of the Company since June 2017. Mr. Li joined the Group in July 2011 and served as the general manager of the credit market department of Hanhua Guarantee and marketing director of the Company. He was the executive director of the internet financial group of Hanhua Financial between February 2015 and October 2016. Since October 2016, he has been the president of Chongqing Damei Infrastructure Development Co., Ltd..

    Mr. Li obtained his degree in applied computer science from Southwest Normal University (currently known as Southwest University) in July 1993. He has obtained technicals qualifications such as Microsoft experts, system engineers, database engineers, US InFormix Company database experts and IBM server system experts.

  • Cheng Xiaoqin

    Mr. Cheng Xiaoqin, has been a vice president of the Company since March 2018. Mr. Cheng joined the Group in December 2004 and served as the general manager of the risk management department, the general manager of Sichuan Hanhua Financing Guarantee Co., Ltd., the general manager of Sichuan Micro-credit Co., Ltd. and the marketing director of the Company. From February 2015 and January 2018, he was a vice president of Hanhua Guarantee.

    Mr. Cheng obtained his bachelor’s degree in economics from Academy of School of Economics and Trade of Nanjing Agricultural University, majoring in monetary banking in July 2000. He obtained an EMBA degree at the National School of Development 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.