EXECUTIVE DIRECTORS
HON Kwok Lung (Chairman)
Mr. Hon Kwok Lung, aged 53, is the Chairman of the Board
of Directors of Citychamp Dartong Company Ltd. (“Citichamp
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 wire, high and low voltage cables
and oxygen-free copper rod and property development in the
PRC. Mr. Hon has extensive business experience in the PRC.
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.
WANG Shaolan (Vice Chairman)
Mr. Wang Shaolan, aged 45, holds a Bachelor degree in
Engineering from Tsinghua University and a Master degree in
Economics from Peking University. Mr. Wang was formerly
General Manager of China Township Enterprise Investment &
Development Company Limited. He joined the Board in June
2000.
SHANG Jianguang (Chief Executive Officer)
Mr. Shang Jianguang, aged 56, graduated in Fuzhou
University majoring in Chemistry is a qualified senior engineer
in 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 44, holds a Bachelor degree in Engineering
from Tsinghua University and a Master degree in Engineering.
Mr. Shi has years of business experience in the PRC. He
joined the Board in April 2004.
LAM Toi Man
Mr. Lam Toi Man, aged 50, has various years of experience
in property development in the PRC. 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 31, 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 51, 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,
the Chartered Association of Certified Accountants, the
Taxation Institute of Hong Kong and the Society of Chinese
Accountants and Auditors. He joined the Board in April 2004.
KWONG Chun Wai, Michael
Dr. Kwong Chun Wai, Michael, aged 43, is a fellow of the
International Institute of Management, a member of the
Hong Kong Institute of Marketing and a member of the
Hong Kong Logistics Association. 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 is also a
certified professional marketer of the Hong Kong Institute of
Marketing. He joined the Board in April 2004.
LI Qiang
Mr. Li Qiang, aged 42, 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 14 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 45, 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 PRC 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 55, is the Vice President of the Company, he
is also a Director and General Manager of several subsidiaries
of the Company. Mr. Tao is 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
24 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 51, 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. He 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 28 years of corporate management
developing markets in the PRC and overseas, he joined the
Company in April 2007.
XUE Mingdeng
Mr. Xue Mingdeng, aged 46, graduated from Jiangxi Finance
and Economics Institution in 1988. He holds a Bachelor
Degree in Financial Accounting and is an accountant and
economist. Mr. Xue has been the Chairman of 潮洲深寶房地
產開發有限公司, the Director of Nanjing Central Emporium
Co., Ltd, the Chairman of 深圳天極光電股份有限公司 and
the Financial Controller of 深圳華龍房地產開發有限公司. He
has been the Executive Director and General Manager of Seti
Timber Industry (Shenzhen) Company Limited, a subsidiary of
the Company, since August 2005.
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.
