EXECUTIVE DIRECTORS
HON Kwok Lung (Chairman)
Mr. Mr. Hon Kwok Lung, aged 55, is the Chairman of the Board of Directors of Citychamp Dartong Company Ltd. (“Citychamp Dartong”), the shares of which are listed on the Shanghai Stock Exchange in the PRC. Citychamp Dartong and its subsidiaries are principally engaged in manufacturing and sale of enamelled copper wires and property development in the Mainland China. Mr. Hon has extensive business experience in the Mainland China. Mr. Hon is a member of China Overseas Chinese Committee; Standing Committee of Jinlin Overseas Chinese Committee; Chinese People’s Political Consultative Conference (“CPPCC”), Beijing; CPPCC, Hai Dian District Committee of Beijing; and CPPCC, Fu Zhou Committee. He joined the Board in April 2004.
SHANG Jianguang (Chief Executive Officer)
Mr. Shang Jianguang, aged 58 and graduated in Fuzhou University majoring in Chemistry, is a qualified senior engineer in the Mainland China. Prior to joining the Group, he assumed senior posts in various large companies, and was General Manager and Director of Min Xin Holdings Limited, a company listed on the main board of the Stock Exchange. He has extensive knowledge and experience in corporate and investment management. He joined the Board in November 2004.
SHI Tao
Mr. Shi Tao, aged 46, holds a Bachelor degree in Engineering from Tsinghua University and a Master degree in Engineering from Wuhan University of Technology (formerly known as Wuhan Industrial University). Mr. Shi has years of business experience in the Mainland China. He has also been appointed as an Executive Director of New Capital International Investment Limited, a company whose shares are listed on the Stock Exchange, since November 2006. He joined the Board in April 2004.
LAM Toi Man
Mr. Lam Toi Man, aged 52, has various years of experience in property development in the Mainland China. Mr. Lam has been the General Manager of Zhejiang Huashun Real Estate Investment Co., Ltd. In addition, he has been appointed as an Executive Director and the General Manager of Hangzhou Yuanhua Mart Construction Co., Ltd.. He joined the Board in April 2004. Mr. Lam is the brother-in-law of Mr. Hon Kwok Lung.
NON-EXECUTIVE DIRECTOR
SIT Lai Hei
Ms. Sit Lai Hei, aged 33 and graduated in Fuzhou University taking Marketing as her major, is a qualified assistant engineer in Mainland China. She joined the Board in November 2004. Ms. Sit is the daughter-in-law of Mr. Hon Kwok Lung. In addition. Ms. Sit’s husband is a nephew of Mr. Lam Toi Man.
INDEPENDENT NON-EXECUTIVE DIRECTORS
FUNG Tze Wa
Mr. Fung Tze Wa, aged 53, is a Certified Public Accountant and a Director of an accounting firm in Hong Kong. Mr. Fung has various years of experience in auditing, taxation and company secretarial practice in Hong Kong. He obtained a Master degree in professional accounting from the Hong Kong Polytechnic University in 2000. He is a member of the Hong Kong Institute of Certified Public Accountants (“HKICPA”), the Chartered Association of Certified Accountants, the Taxation Institute of Hong Kong and the Society of Chinese Accountants and Auditors. He has also been appointed as the independent non-executive director of New Capital International Investment Limited since April 2004 and of Jiwa Bio-Pharm Holdings Limited since September 2004. Both companies’ shares are listed on the Stock Exchange. He joined the Board in April 2004.
KWONG Chun Wai, Michael
Dr. Kwong Chun Wai, Michael, aged 45, is a fellow of the International Institute of Management, a member of the Hong Kong Institute of Marketing, a member of the Hong Kong Logistics Association, a certified professional marketer of the Hong Kong Institute of Marketing and a business strategist specialising in the area of marketing and business administration. Dr. Kwong obtained a Bachelor of arts degree with honours in philosophy from the University of Nottingham in the United Kingdom in 1987 and a Doctorate degree in business administration from Newport University in the United States in 2001. Dr. Kwong has also been appointed as an independent non-executive director of New Capital International Investment Limited, a company whose shares are listed on the Stock Exchange, since November 2006. He joined the Board in April 2004.
LI Qiang
Mr. Li Qiang, aged 44, holds a Master of Science degree and a PhD of Economics degree. Since March 2004, he is a senior consultant of Insurance Fund Management Regulatory Department of China Insurance Regulatory Commission. He has over 16 years of experience in the Mainland China financial market, including banking, securities and fund management. He joined the Board in November 2004.
FONG Chi Wah
Mr. Fong Chi Wah, aged 47, is the Chief Financial Officer and Secretary of the Company. Mr. Fong is an associate member of HKICPA, a fellow member of CPA Australia, a Chartered Financial Analyst and a member of the Hong Kong Institute of Directors. Mr. Fong has over 20 years of extensive experience in various sectors of the financial industry, including direct investment, project and structured finance, and capital markets with focus on the Mainland China and Hong Kong. Mr. Fong was a director of Baring Capital (China) Management Limited and held various management positions in ING Bank. He joined the Company in September 2004.
TAO Li
Mr. Tao Li, aged 57, is the Vice President of the Company. He is also a Director and General Manager of several subsidiaries of the Company and in charge of the watch manufacturing and distribution businesses of the Group. Mr. Tao graduated from Beijing Foreign Trade College (currently known as China Foreign Economy and Trade University) in 1978 is a senior economist in Mainland China. He has over 26 years of experience in business administration, marketing and international trading. He has been working with the Group since 1991.
YIN Weirong
Mr. Yin Weirong, aged 53, is a qualified senior economist. He is the Vice President of the Company, he is also a Director and a Deputy General Manager of various subsidiaries of the Company. Mr. Yin was the Chief Representative of a reputable multinational company in the PRC and the General Manager of a large PRC international trust and investment corporation responsible for investment in industrial and financial projects. Having acquired over 30 years of corporate management developing markets in the PRC and overseas, he joined the Company in April 2007.
FUNG TZE WA (CHAIRMAN OF THE COMMITTEE)
KWONG CHUN WAI,MICHAEL
LI QIANG
Terms of reference of the Audit Committee (adopted by the board of directors on 23 August 2005 ):
Relationship with the Company's auditors
(a) to be primarily responsible for making recommendation to the board on the appointment, reappointment and Removal of the external auditor, and to approve the remuneration and terms of engagement of the external auditor, and any questions of resignation or dismissal of that auditor;
(b) to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process in accordance with applicable standard. The audit committee should discuss with the auditor the nature and scope of the audit and reporting obligations before the audit commences;
(c) to develop and implement policy on the engagement of an external auditor to supply non-audit services. For this purpose, external auditor shall include any entity that is under common control, ownership or management with the audit firm or any entity that a reasonable and informed third party having knowledge of all relevant information would reasonably conclude as part of the audit firm nationally or internationally. The audit committee should report to the board, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken;
Review of financial information of the Company
(d) to monitor integrity of financial statements of the Company and the Company's annual report and accounts, half-year report and, if prepared for publication, quarterly reports, and to review significant financial reporting judgements contained in them. In this regard, in reviewing the Company's annual report and accounts, half-year report and, if prepared for publication, quarterly reports before submission to the board, the committee should focus particularly on: -
(i)any changes in accounting policies and practices;
(ii)major judgmental areas;
(iii)significant adjustments resulting from audit;
(iv)the going concern assumptions and any qualifications;
(v)compliance with accounting standards; and
(vi)compliance with the Exchange Listing Rules and other legal requirements in relation to financial reporting;
(e) In regard to (d) above:-
(i)members of the committee must liaise with Company's board of directors, senior management and the person appointed as the Company's qualified accountant and the committee must meet, at least once a year, with the Company's auditors; and
(ii)the committee should consider any significant or unusual items that are, or may need to be, reflected in such reports and accounts and must give due consideration to any matters that have been raised by the Company's qualified accountant, compliance officer or auditors;
Oversight of the Company’s financial reporting system and internal control procedures
(f) to review the Company's financial controls, internal control and risk management systems;
(g) to discuss with the management the system of internal control and ensure that management has discharged its duty to have an effective internal control system;
(h) to consider any findings of major investigations of internal control matters as delegated by the board or on its own initiative and management’s response;
(i) where an internal audit function exists, to ensure co-ordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has appropriate standing within the Company, and to review and monitor the effectiveness of the internal audit function;
(j) to review the group’s financial and accounting policies and practices;
(k) to review the external auditor’s management letter, any material queries raised by the auditor to management in respect of the accounting records, financial accounts or systems of control and management’s response;
(l) to ensure that the board will provide a timely response to the issues raised in the external auditor’s management letter;
(m) to report to the board on the matters set out in this terms of reference; and
(n) to consider other topics, as defined by the board.
FUNG TZE WA (CHAIRMAN OF THE COMMITTEE)
KWONG CHUN WAI,MICHAEL
LI QIANG
HON KWOK LUNG
SHANG JIANG GUANG
Terms of Reference of the Remuneration Committee (adopted by the board of directors on 23 August 2005 ):
(a) to make recommendations to the board on the Company’s policy and structure for all remuneration of directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration;
(b) to have the delegated responsibility to determine the specific remuneration packages of all executive directors and senior management, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment, and make recommendations to the board of the remuneration of non-executive directors. The remuneration committee should consider factors such as salaries paid by comparable companies, time commitment and responsibilities of the directors, employment conditions elsewhere in the group and desirability of performance-based remuneration;
(c) to review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the board from time to time;
(d) to review and approve the compensation payable to executive directors and senior management in connection with any loss or termination of their office or appointment to ensure that such compensation is determined in accordance with relevant contractual terms and that such compensation is otherwise fair and not excessive for the Company;
(e) to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that such arrangements are determined in accordance with relevant contractual terms and that any compensation payment is otherwise reasonable and appropriate; and
(f) to ensure that no director or any of his associates is involved in deciding his own remuneration.
