The Company has established the Audit Committee on 9 May 2015 with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph D.3 of the Code on Corporate Governance Practices as set out in Appendix 14 to the Listing Rules. The Audit Committee currently consists of three independent non-executive Directors, namely, Mr. Lo Wa Kei Roy, Mr. Leung Ka Fai Nelson and Mr. Eric, Todd, with Mr. Lo Wa Kei Roy being the chairman of the Audit Committee.
The primary duties of the Audit Committee are, inter alia, to assist the Board in providing an independent view of the effectiveness of the financial reporting system, internal control procedures and risk management control systems, to oversee the audit process and to perform other duties and responsibilities as assigned by the Board.
Remuneration Committee
The Company has established the Remuneration Committee on 9 May 2015. The Remuneration Committee comprises an executive Director, namely Mr. Yan Shuai and two independent non-executive Directors, namely Mr. Lo Wa Kei Roy and Mr. Leung Ka Fai Nelson. Mr. Leung Ka Fai Nelson is the chairman of the Remuneration Committee.
The principal responsibilities of the Remuneration Committee include making recommendations to the Board on the Group's policy and structure for the remuneration of all Directors and senior management, reviewing and approving the management's remuneration proposals with reference to the corporate goals and objectives of the Board from time to time. The Board as a whole has determined the remuneration policy and packages of the Directors.
Nomination Committee
The Company established a Nomination Committee on 9 May 2015. The Nomination Committee comprises an executive Director, namely Mr. Yan Shuai, and two independent non-executive Directors, namely Mr. Lo Wa Kei Roy and Mr. Leung Ka Fai Nelson. Mr. Lo Wa Kei Roy is the chairman of the Nomination Committee.
The primary duties of our nomination committee are to review the structure, size, diversity and composition of our Board, assess the independence of independent non-executive Directors and make recommendations to our Board on matters relating to the appointment of Directors.
INVESTMENT COMMITTEE
The Company has established the Investment Committee on 2 March 2022. As at the date of this report, the Investment Committee comprises two executive Directors, namely Mr. Yan Shuai and Mr. Zhu Jiayu and one non-executive Director, namely Mr. Zhang Zhenyi. Mr. Yan Shuai is the chairman of the Investment Committee.
Executive Director, Chairman, member of Nomination Committee and member of Remuneration Committee
Mr. Yan Shuai, aged 34, obtained his bachelor’s degree in financial management from Shanghai University of International Business and Economics（上海對外經貿大學）in 2009, bachelor’s degree of business administration (majoring in financial services and administration) (long distance learning course) from Douglas College in 2009 and Master Degree in Science (majoring in Economics and Finance) from University of Durham in the United Kingdom in 2011. Mr. Yan also obtained a fund practice certificate*（中國證券投資基金業從業證書）issued by Asset Management Association of China（中國証券投資基金業協會）in February 2018. Mr. Yan has over 10 years of experience in the finance field. Mr. Yan was a director of Links Network & Technology Co., Limited（上海淩脈 網路科技股份有限公司）, a company listed on National Equities Exchange and Quotations (Stock code: 835718) from May 2017 to March 2019. He has also been a senior investment manager of Shenzhen Capital Group Co. Limited（深圳市創新投資集團）and Shanghai Chuangxin Investment Management Company Limited*（上海創新投資管理有限公司）since 2011, responsible for fund-raising and project financing. Mr. Yan has joined the Company since 13 March 2018.
Mr. ZHU JiaYU
Executive Director and Chief Financial Officer
Mr. Zhu Jiayu, aged 49, obtained his Master Degree of Science in Electrical Engineering from the University of Wyoming in 1996. Mr. Zhu has over 27 years of business and managerial experiences in various industries including telecommunication, IT software, chip manufacturing, infrastructural constructions, industrial equipment, gaming and new media. He has been the co-founder and partner of Shanghai Yi Hong Internet Technology Company Limited (上海乙宏網絡科技有限公司), which is engaged in the production of internet streaming programs in the People’s Republic of China, since July 2015. Mr. Zhu has joined the Company since 18 September 2019.
Mr. Zhang Zhenyi, aged 41, has over 18 years experience in financial, risk and investment management. He currently acts as the executive director, chief financial officer, company secretary and authorised representative of Mason Group Holdings Limited (a company listed on the main board of the Stock Exchange, stock code: 273) in April 2020, as an independent non-executive director of Jiangsu Protruly Vision Technology Group Company Limited（江蘇保千里視像科技集團股份有限公司）(a company listed on the Shanghai Stock Exchange, Stock Code: 600074) since July 2018 and an independent non-executive director, a member of each of the audit committee, remuneration committee and nomination committee of Carry Wealth Holdings Limited (a company listed on the main board of the Stock Exchange, stock code: 643) since March 2017. Mr. Zhang currently serves as a corporate instructor of MPACC at Harbin Institute of Technology and a practices instructor of postgraduate students of accounting and auditing at Jinan University. And a students mentor of professional postgraduate students of University of Science and Technology Beijing.
Mr. Zhang obtained a master degree of business management* （工商管理碩士學位）from the University of Science and Technology Beijing in 2011. He also holds qualifications as a certified public accountant, senior international finance manager and senior accountant in the PRC. Mr. Zhang is a fellow member of the Chartered Institute of Management Accountants, fellow member of CPA Australia and holds the certificate of Chartered Global Management Accountant and certificate of independent director of the Shanghai Stock Exchange. Mr. Zhang has joined the company since 5 January 2018 and he was an executive director, chief financial officer and authorized representative of the Company, and re-designated to a non-executive director since March 2020.
MR. CHUI KWONG KAU
Non-Executive Director
Mr. Chui Kwong Kau, aged 55, has over 21 years of experiences in financial management, accounting, and auditing fields. Mr. Chui, is currently an executive director of Yuk Wing Group Holdings Limited (stock code: 1536), a nonexecutive director of Boill Healthcare Holdings Limited (stock code: 1246) and an executive director of Hong Kong Life Sciences and Technologies Group Limited (“HK Life Sci”) (stock code: 8085). The securities of HK Life Sci had been listed on the GEM of the Stock Exchange until 14 September 2020. He was an independent non-executive director of Aurum Pacific (China) Group Limited (stock code: 8148) from March 2010 to March 2016, an executive director of China Energy Development Holdings Limited (stock code: 228) from October 2005 to June 2016 and a non-executive director of DeTai New Energy Group Limited (stock code: 559) from December 2015 to March 2020.
Mr. Chui was an executive director of Ming Lam Holdings Limited (“Ming Lam Hldgs”) (stock code: 1106) from July 2019 to August 2020. Mr. Chui was informed that Ming Lam Hldgs was ordered to be wound up by the High Court of Hong Kong on 31 August 2020. Mr. Chui was a non-executive director of Hsin Chong Group Holdings Limited (stock code: 404) from May 2015 to March 2019 whose securities were listed on the main board of the Stock Exchange until 31 December 2019. Hsin Chong was wound up by an order of the Supreme Court of Bermuda dated 20 January 2020. On 11 April 2022, the Listing Committee of the Stock Exchange issued a statement in which, among others, certain former members of the board of HCGH have been criticised. Details of which in respect of Mr. Chui are set out in the Company’s announcement dated 19 April 2022. Mr. Chui has joined the Company since 7 January 2021.
Independent Non-Executive Director, chairman of Audit Committee, chairman of Nomination Committee, and member of Remuneration Committee
Mr. Lo Wa Kei, Roy, aged 51, has over 29 years of experience in auditing, accounting and finance. Mr. Lo received a bachelor's degree of business administration from the University of Hong Kong in 1993 and a master's degree of professional accounting from the Hong Kong Polytechnic University in 2000. He is a certified public accountant, a fellow member of the Hong Kong Institute of Certified Public Accountants, fellow member of CPA Australia and an associate of the Institute of Chartered Accountants in England and Wales. Mr. Lo is a practising accountant in Hong Kong, and has become the managing partner of SHINEWING (HK) CPA Limited since 2014. Mr. Lo has been appointed as the independent nonexecutive director of each of the Hong Kong listed companies below, namely, China Zhongwang Holdings Limited (stock code: 1333) since February 2009, China Oceanwide Holdings Limited (stock code: 715) since November 2014, Xinming China Holdings Limited (stock code: 2699) since June 2015, China Tonghai International Financial Limited (stock code: 952) since February 2017 and G-Resources Group Limited (stock code: 1051) since July 2017. Mr. Lo is also the member of the Shanghai Pudong New Area Committee of the Chinese People's Political Consultative Conference and the founding executive vice-president and council member of the Hong Kong Independent Non-Executive Director Association. Mr. Lo has joined the Company since 8 March 2017.
Mr. Leung Ka Fai Nelson
Independent Non-Executive Director, Chairman of Remuneration Committee, member of Nomination Committee and member of Audit Committee
Mr. Leung Ka Fai Nelson, aged 46, has over 15 years of work experience in legal area. He has worked for various professional companies and specialised in intellectual property, cross border legal business and general company legal affairs. Mr. Leung currently serves as an assistant director of a department in a legal related service company. Mr. Leung graduated from China University of Political Science and Law in 2002 with a bachelor degree of law, majoring in economics law*（法學學士（經濟法專業））. Mr. Leung has joined the Company since 5 July 2017.
MR. ERIC, TODD
Independent Non-Executive Director, and member of Audit Committee
Mr. Eric, Todd, aged 60, possesses extensive professional experience in the auditing, financial management, investment and media industry. Mr. Todd holds a bachelor of science degree in business administration from the School of Management of Boston University in Massachusetts, United States of America. He was a certified public accountant in the State of California, the United States from September 1989 to January 2010. Mr. Todd started his career at the Hong Kong office of KPMG (formerly known as KPMG Peat Marwick) from 1985 to 1990 and subsequently joined the Standard Chartered Bank Group and worked from 1991 to 1995. Prior to joining the Company, he had been employed as a business consultant and also served as finance director for several companies engaged in the media industry.
Mr. Todd was a director of Tech Pro Technology Development Limited (stock code: 3823) (“Tech Pro”) from March 2020 to June 2021, the issued shares of which were listed on the main board of the Stock Exchange and delisted on 2 March 2020. Mr. Todd was also an executive director of Chinese Food and Beverage Group Limited (stock code: 8272) from March 2020 to April 2021 (the issued shares of which were listed on the GEM board of the Stock Exchange and delisted on 13 July 2021) and a non-executive director of Leyou Technologies Holdings Limited (stock code: 1089) from July 2015 to December 2020 (the issued shares of which were listed on the main board of the Stock Exchange and delisted on 24 December 2020).
Mr. Todd was an executive director of Shi Shi Services Limited (stock code: 8181) from August 2016 to October 2020, an executive director and chairman of DeTai New Energy Group Limited (stock code: 559) from March 2020 to September 2021, and an independent non-executive director of Boill Healthcare Holdings Limited (stock code: 1246) from July 2016 to August 2017 and an independent non-executive director of Jimu Group Limited (stock code: 8187) from May 2021 to February 2022. Mr. Todd was an executive director of Hsin Chong Group Holdings Limited (stock code: 404) (“Hsin Chong”) from March 2017 to March 2019, whose securities were listed on the main board of the Stock Exchange until 31 December 2019 . Hsin Chong was wound-up by an order of the Supreme Court of Bermuda dated 20 January 2020. Mr. Todd has joined the Company since 7 January 2021.
Corporate Governance
Board Committees
Audit Committee
The Company has established the Audit Committee on 9 May 2015 with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph D.3 of the Code on Corporate Governance Practices as set out in Appendix 14 to the Listing Rules. The Audit Committee currently consists of three independent non-executive Directors, namely, Mr. Lo Wa Kei Roy, Mr. Leung Ka Fai Nelson and Mr. Eric, Todd, with Mr. Lo Wa Kei Roy being the chairman of the Audit Committee.
The primary duties of the Audit Committee are, inter alia, to assist the Board in providing an independent view of the effectiveness of the financial reporting system, internal control procedures and risk management control systems, to oversee the audit process and to perform other duties and responsibilities as assigned by the Board.
Remuneration Committee
The Company has established the Remuneration Committee on 9 May 2015. The Remuneration Committee comprises an executive Director, namely Mr. Yan Shuai and two independent non-executive Directors, namely Mr. Lo Wa Kei Roy and Mr. Leung Ka Fai Nelson. Mr. Leung Ka Fai Nelson is the chairman of the Remuneration Committee.
The principal responsibilities of the Remuneration Committee include making recommendations to the Board on the Group's policy and structure for the remuneration of all Directors and senior management, reviewing and approving the management's remuneration proposals with reference to the corporate goals and objectives of the Board from time to time. The Board as a whole has determined the remuneration policy and packages of the Directors.
Nomination Committee
The Company established a Nomination Committee on 9 May 2015. The Nomination Committee comprises an executive Director, namely Mr. Yan Shuai, and two independent non-executive Directors, namely Mr. Lo Wa Kei Roy and Mr. Leung Ka Fai Nelson. Mr. Lo Wa Kei Roy is the chairman of the Nomination Committee.
The primary duties of our nomination committee are to review the structure, size, diversity and composition of our Board, assess the independence of independent non-executive Directors and make recommendations to our Board on matters relating to the appointment of Directors.
INVESTMENT COMMITTEE
The Company has established the Investment Committee on 2 March 2022. As at the date of this report, the Investment Committee comprises two executive Directors, namely Mr. Yan Shuai and Mr. Zhu Jiayu and one non-executive Director, namely Mr. Zhang Zhenyi. Mr. Yan Shuai is the chairman of the Investment Committee.
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Executive Directors
MR. YAN SHUAI
Executive Director, Chairman, member of Nomination Committee and member of Remuneration Committee
Mr. Yan Shuai, aged 34, obtained his bachelor’s degree in financial management from Shanghai University of International Business and Economics（上海對外經貿大學）in 2009, bachelor’s degree of business administration (majoring in financial services and administration) (long distance learning course) from Douglas College in 2009 and Master Degree in Science (majoring in Economics and Finance) from University of Durham in the United Kingdom in 2011. Mr. Yan also obtained a fund practice certificate*（中國證券投資基金業從業證書）issued by Asset Management Association of China（中國証券投資基金業協會）in February 2018. Mr. Yan has over 10 years of experience in the finance field. Mr. Yan was a director of Links Network & Technology Co., Limited（上海淩脈 網路科技股份有限公司）, a company listed on National Equities Exchange and Quotations (Stock code: 835718) from May 2017 to March 2019. He has also been a senior investment manager of Shenzhen Capital Group Co. Limited（深圳市創新投資集團）and Shanghai Chuangxin Investment Management Company Limited*（上海創新投資管理有限公司）since 2011, responsible for fund-raising and project financing. Mr. Yan has joined the Company since 13 March 2018.
Mr. ZHU JiaYU
Executive Director and Chief Financial Officer
Mr. Zhu Jiayu, aged 49, obtained his Master Degree of Science in Electrical Engineering from the University of Wyoming in 1996. Mr. Zhu has over 27 years of business and managerial experiences in various industries including telecommunication, IT software, chip manufacturing, infrastructural constructions, industrial equipment, gaming and new media. He has been the co-founder and partner of Shanghai Yi Hong Internet Technology Company Limited (上海乙宏網絡科技有限公司), which is engaged in the production of internet streaming programs in the People’s Republic of China, since July 2015. Mr. Zhu has joined the Company since 18 September 2019.
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Non-Executive Director
MR. ZHANG ZHENYI
Non-Executive Director
Mr. Zhang Zhenyi, aged 41, has over 18 years experience in financial, risk and investment management. He currently acts as the executive director, chief financial officer, company secretary and authorised representative of Mason Group Holdings Limited (a company listed on the main board of the Stock Exchange, stock code: 273) in April 2020, as an independent non-executive director of Jiangsu Protruly Vision Technology Group Company Limited（江蘇保千里視像科技集團股份有限公司）(a company listed on the Shanghai Stock Exchange, Stock Code: 600074) since July 2018 and an independent non-executive director, a member of each of the audit committee, remuneration committee and nomination committee of Carry Wealth Holdings Limited (a company listed on the main board of the Stock Exchange, stock code: 643) since March 2017. Mr. Zhang currently serves as a corporate instructor of MPACC at Harbin Institute of Technology and a practices instructor of postgraduate students of accounting and auditing at Jinan University. And a students mentor of professional postgraduate students of University of Science and Technology Beijing. Mr. Zhang obtained a master degree of business management* （工商管理碩士學位）from the University of Science and Technology Beijing in 2011. He also holds qualifications as a certified public accountant, senior international finance manager and senior accountant in the PRC. Mr. Zhang is a fellow member of the Chartered Institute of Management Accountants, fellow member of CPA Australia and holds the certificate of Chartered Global Management Accountant and certificate of independent director of the Shanghai Stock Exchange. Mr. Zhang has joined the company since 5 January 2018 and he was an executive director, chief financial officer and authorized representative of the Company, and re-designated to a non-executive director since March 2020.
MR. CHUI KWONG KAU
Non-Executive Director
Mr. Chui Kwong Kau, aged 55, has over 21 years of experiences in financial management, accounting, and auditing fields. Mr. Chui, is currently an executive director of Yuk Wing Group Holdings Limited (stock code: 1536), a nonexecutive director of Boill Healthcare Holdings Limited (stock code: 1246) and an executive director of Hong Kong Life Sciences and Technologies Group Limited (“HK Life Sci”) (stock code: 8085). The securities of HK Life Sci had been listed on the GEM of the Stock Exchange until 14 September 2020. He was an independent non-executive director of Aurum Pacific (China) Group Limited (stock code: 8148) from March 2010 to March 2016, an executive director of China Energy Development Holdings Limited (stock code: 228) from October 2005 to June 2016 and a non-executive director of DeTai New Energy Group Limited (stock code: 559) from December 2015 to March 2020.
Mr. Chui was an executive director of Ming Lam Holdings Limited (“Ming Lam Hldgs”) (stock code: 1106) from July 2019 to August 2020. Mr. Chui was informed that Ming Lam Hldgs was ordered to be wound up by the High Court of Hong Kong on 31 August 2020. Mr. Chui was a non-executive director of Hsin Chong Group Holdings Limited (stock code: 404) from May 2015 to March 2019 whose securities were listed on the main board of the Stock Exchange until 31 December 2019. Hsin Chong was wound up by an order of the Supreme Court of Bermuda dated 20 January 2020. On 11 April 2022, the Listing Committee of the Stock Exchange issued a statement in which, among others, certain former members of the board of HCGH have been criticised. Details of which in respect of Mr. Chui are set out in the Company’s announcement dated 19 April 2022. Mr. Chui has joined the Company since 7 January 2021.
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Independent Non-Executive Directors
Mr. Lo Wa Kei, Roy
Independent Non-Executive Director, chairman of Audit Committee, chairman of Nomination Committee, and member of Remuneration Committee
Mr. Lo Wa Kei, Roy, aged 51, has over 29 years of experience in auditing, accounting and finance. Mr. Lo received a bachelor's degree of business administration from the University of Hong Kong in 1993 and a master's degree of professional accounting from the Hong Kong Polytechnic University in 2000. He is a certified public accountant, a fellow member of the Hong Kong Institute of Certified Public Accountants, fellow member of CPA Australia and an associate of the Institute of Chartered Accountants in England and Wales. Mr. Lo is a practising accountant in Hong Kong, and has become the managing partner of SHINEWING (HK) CPA Limited since 2014. Mr. Lo has been appointed as the independent nonexecutive director of each of the Hong Kong listed companies below, namely, China Zhongwang Holdings Limited (stock code: 1333) since February 2009, China Oceanwide Holdings Limited (stock code: 715) since November 2014, Xinming China Holdings Limited (stock code: 2699) since June 2015, China Tonghai International Financial Limited (stock code: 952) since February 2017 and G-Resources Group Limited (stock code: 1051) since July 2017. Mr. Lo is also the member of the Shanghai Pudong New Area Committee of the Chinese People's Political Consultative Conference and the founding executive vice-president and council member of the Hong Kong Independent Non-Executive Director Association. Mr. Lo has joined the Company since 8 March 2017.
Mr. Leung Ka Fai Nelson
Independent Non-Executive Director, Chairman of Remuneration Committee, member of Nomination Committee and member of Audit Committee
Mr. Leung Ka Fai Nelson, aged 46, has over 15 years of work experience in legal area. He has worked for various professional companies and specialised in intellectual property, cross border legal business and general company legal affairs. Mr. Leung currently serves as an assistant director of a department in a legal related service company. Mr. Leung graduated from China University of Political Science and Law in 2002 with a bachelor degree of law, majoring in economics law*（法學學士（經濟法專業））. Mr. Leung has joined the Company since 5 July 2017.
MR. ERIC, TODD
Independent Non-Executive Director, and member of Audit Committee
Mr. Eric, Todd, aged 60, possesses extensive professional experience in the auditing, financial management, investment and media industry. Mr. Todd holds a bachelor of science degree in business administration from the School of Management of Boston University in Massachusetts, United States of America. He was a certified public accountant in the State of California, the United States from September 1989 to January 2010. Mr. Todd started his career at the Hong Kong office of KPMG (formerly known as KPMG Peat Marwick) from 1985 to 1990 and subsequently joined the Standard Chartered Bank Group and worked from 1991 to 1995. Prior to joining the Company, he had been employed as a business consultant and also served as finance director for several companies engaged in the media industry.
Mr. Todd was a director of Tech Pro Technology Development Limited (stock code: 3823) (“Tech Pro”) from March 2020 to June 2021, the issued shares of which were listed on the main board of the Stock Exchange and delisted on 2 March 2020. Mr. Todd was also an executive director of Chinese Food and Beverage Group Limited (stock code: 8272) from March 2020 to April 2021 (the issued shares of which were listed on the GEM board of the Stock Exchange and delisted on 13 July 2021) and a non-executive director of Leyou Technologies Holdings Limited (stock code: 1089) from July 2015 to December 2020 (the issued shares of which were listed on the main board of the Stock Exchange and delisted on 24 December 2020).
Mr. Todd was an executive director of Shi Shi Services Limited (stock code: 8181) from August 2016 to October 2020, an executive director and chairman of DeTai New Energy Group Limited (stock code: 559) from March 2020 to September 2021, and an independent non-executive director of Boill Healthcare Holdings Limited (stock code: 1246) from July 2016 to August 2017 and an independent non-executive director of Jimu Group Limited (stock code: 8187) from May 2021 to February 2022. Mr. Todd was an executive director of Hsin Chong Group Holdings Limited (stock code: 404) (“Hsin Chong”) from March 2017 to March 2019, whose securities were listed on the main board of the Stock Exchange until 31 December 2019 . Hsin Chong was wound-up by an order of the Supreme Court of Bermuda dated 20 January 2020. Mr. Todd has joined the Company since 7 January 2021.
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* For identification purpose only