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BOARD OF DIRECTORS
Our Board currently consists of seven Directors comprising two executive Directors, two non-executive Directors and three independent non-executive Directors. The powers and duties of our Board include convening general meetings and reporting our Board’s work at our Shareholders’ meetings, determining our business and investment plans, preparing our annual financial budgets and final reports, formulating proposals for profit distributions and exercising other powers, functions and duties as conferred by the Articles. We have entered into service agreements with each of our executive Directors. We have also entered into letters of appointment with each of our non-executive Directors and independent non-executive Directors.
The following table sets forth certain information in respect of members of our Board and senior management of our Company:
Members of our Board
Date of Date of Roles and joining our appointment Existing position in our responsibilities in our Name Age Group as Director Group Group
Mr. Huang Liang 46 December 8, December 17, Executive Director and Responsible for (黃亮) 2016 2018 chief executive officer the overall operational of our Company management and strategic planning of our Group Mr. Huang Sheng 43 August 1, December 6, Executive Director, vice Responsible for (黃聖) 2019 2019 president of our the overall operational Company and vice management, president of Zhenro marketing and brand Property Services maintenance of our Group Mr. Huang Xianzhi 51 December 6, December 6, Chairman of our Board Responsible for (黃仙枝) 2019 2019 and non-executive providing strategic Director advice and recommendations on the operations and management of our Group Mr. Chan Wai Kin 39 December 6, December 6, Non-executive Director Responsible for (陳偉健) 2019 2019 providing strategic advice and recommendations on the operations and management of our Group
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Date of Date of Roles and joining our appointment Existing position in our responsibilities in our Name Age Group as Director Group Group
Mr. Ma Haiyue 42 June 10, 2020 June 10, 2020 Independent Responsible for (馬海越) non-executive Director providing independent advice on the operations and management of our Group Mr.Au Yeung Po Fung 52 June 10, 2020 June 10, 2020 Independent Responsible for (歐陽寶豐) non-executive Director providing independent advice on the operations and management of our Group Mr. Zhang Wei 44 June 10, 2020 June 10, 2020 Independent Responsible for (張偉) non-executive Director providing independent advice on the operations and management of our Group
Members of our senior management
Date of Date of appointment Roles and joining our to current Existing position in our responsibilities in our Name Age Group position Group Group
Mr. Ren Xiaoguang 42 December 5, December 5, Vice president of Zhenro Responsible for the risk (任曉光) 2016 2016 Property Services control and overall business management of our Group Mr. Liu Chang 42 May 10, 2019 May 10, 2019 Chief financial officer Responsible for the (劉暢) and joint company overall management of secretary of our the investment and Company financial affairs of our Group Mr. Xi Deshuai 40 November 1, November 1, General manager of Responsible for the daily (席得帥) 2016 2016 Fujian area of our management and Group operations in Fujian area
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Executive Directors
Mr. Huang Liang (黃亮), aged 46, has been our Director since December 17, 2018. He was re-designated as our executive Director and appointed as our chief executive officer on December 6, 2019. He joined our Group as the general manager of Zhenro Property Services in December 2016. He also holds directorships in our various subsidiaries. He is primarily responsible for the overall operational management and strategic planning of our Group. Mr. Huang has over 11 years of experience in the PRC real estate industry. Prior to joining our Group, Mr. Huang served in various positions at Alcatel Shanghai Bell Co., Ltd. (上海貝爾阿 爾卡特股份有限公司), a communication service provider, from September 2001 to July 2008, and at Shanghai Vanke Real Estate Company (上海萬科房地產有限公司), a real estate developer and a subsidiary of China Vanke Co., Ltd. (萬科企業股份有限公司), a joint stock company principally engaged in the property development and property services whose shares are listed on the Main Board of the Stock Exchange (H share stock code: 2202) and the Shenzhen Stock Exchange (A share stock code: 00002), from August 2008 to March 2011. From March 2011 to March 2013, he worked at Tibet Xinchengyue Property Management Co., Ltd. (西藏新城悅物業服務股份有限公司) (formerly known as Jiangsu Xincheng Property Services Co., Ltd. (江蘇新城物業服務有限公司)), a property management services provider and a subsidiary of Xinchengyue Holdings Limited (新城悅控股有限公司), whose shares are listed on the Main Board of the Stock Exchange (stock code: 1755), during which he had served as the general manager mainly responsible for its overall operational management. During the period from April 2013 to April 2016, he had worked as the general manager of the property management department at Yango Group Co., Ltd (陽光城集團股份有限公司), a company principally engaged in property development whose shares are listed on the Shenzhen Stock Exchange (stock code: 000671), and Thaihot Group Co., Ltd. (泰禾集團股份有限公司), a company principally engaged property development whose shares are listed on the Shenzhen Stock Exchange (stock code: 000732), where he was responsible for the operational management of the companies. From April 2016 to December 2016, he served as the general manager of Jiangsu Zhongnan Property Services Co., Ltd (江蘇中南物業服務有限公司), a company principally engaged in property management and a subsidiary of Zhongnan City Construction Investment Co., Ltd (中南城市建設投資有限公司).
Mr. Huang has acted as the vice chairman of Fujian Province Estate Management Association (福建省物業管理協會) since December 2017. He was appointed as a member of Industrial Development Research Committee (產業發展研究委員會) under China Property Management Institute (中國物業管理協會) in October 2019.
Mr. Huang obtained a bachelor’s degree in engineering from Huazhong University of Science and Technology (華中科技大學) in the PRC in July 1996 and a master’s degree in business administration from Wuhan University (武漢大學) in the PRC in June 2002. He was approved as a Certified Property Manager (全國物業管理師) by Shanghai Municipal Human Resources and Social Security Bureau in February 2012. He was qualified as a Certified Commercial Investment Member (“CCIM”) (國際註冊商業房地產投資師) of the CCIM Institute in January 2015. In January 2019, he received the award of “2018 China Extraordinary Manager” (2018年度中國傑出經理人)” granted by the 13th Chinese New Employer Brand Committee (中國第十三屆新僱主品牌年會組委會). He also successfully completed the
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Wharton & E-House Real Estate Executive Program at the Wharton School of the University of Pennsylvania in April 2019. In May 2019, he obtained an advanced-level certificate of property manager (物業經理高級證書) from Trade Association of Shanghai Property Management (上海市物業管理行業協會)(“TASPM”). In December 2019, he received the award of “2019 China Top 10 Property Management Companies’ Annual CEO” (2019中國十 大物業年度CEO) in “2019 (Third) China Real Estate New Era Grand Ceremony” (2019(第三 屆)中國地產新時代盛典) jointly held by Leju Finance (樂居財經), Sina Finance (新浪財經), China Entrepreneur (中國企業家), Fangchan.com (中房網) and China Property Management Institute (中國物業管理協會).
Mr. Huang Sheng (黃聖), aged 43, was appointed as our executive Director on December 6, 2019. He joined our Group in August 2019 as the vice president of Zhenro Property Services and he is primarily responsible for the overall operational management, marketing and brand maintenance of our Group. Mr. Huang has over 18 years of experience in the property management industry. Prior to joining our Group, from July 2001 to May 2017, he worked at Shanghai Vanke Property Service Co., Ltd. (上海萬科物業服務有限公司), a property management services provider and a subsidiary of China Vanke Co., Ltd. (萬科企業股份有限 公司), a joint stock company principally engaged in the property development and property services whose shares are listed on the Main Board of the Stock Exchange (H share stock code: 2202) and on the Shenzhen Stock Exchange (A share stock code: 00002), where he served in various positions including quality specialist, quality supervisor, project manager, assistant general manager, vice general manager and general manager, mainly responsible for the overall management and brand improvement. From May 2017 to April 2019, he worked as the general manager of property management department of Yango Group Co., Ltd. (陽光城集團股份有限 公司), a company principally engaged in the business of property development in PRC whose shares are listed on the Shenzhen Stock Exchange (stock code: 000671). From June 2019 to August 2019, he worked as the chief executive officer at Guangdong Esteem Property Services Ltd. (廣東康景物業服務有限公司), a company principally engaged in property management services and a subsidiary of Hopson Development Holdings Limited (合生創展集團有限公司) whose shares are listed on the Main Board of the Stock Exchange (stock code: 754), where he was mainly responsible for its overall management.
Mr. Huang was also appointed as a vice chairman of the Fourth Council and the Fifth Council of TASPM in March 2013 and March 2015, respectively. He was recognized as “Outstanding Contributor at the 20th Anniversary of the Establishment of TASPM” (上海市物 業管理行業協會成立20周年傑出貢獻個人) by the TASPM in January 2015. In December 2017, he was also appointed as the vice chairman of Fujian Province Estate Management Association.
Mr. Huang obtained a bachelor’s degree in economics from Shijiazhuang University of Economics (石家莊經濟學院) (now known as Hebei GEO University (河北地質大學)) in the PRC in June 2001.
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Non-executive Directors
Mr. Huang Xianzhi (黃仙枝), aged 51, was appointed as the chairman of our Board and non-executive Director on December 6, 2019. He is primarily responsible for providing strategic advice and recommendations on the operations and management of our Group. Mr. Huang has over 20 years of experience in the PRC real estate industry. Prior to joining our Group, from October 1998 to October 2014, Mr. Huang served in various positions in Zhenro Group Company, including the chief financial officer, the assistant to the chief executive officer, the vice president primarily responsible for financial affairs and the executive vice president where he was responsible for overall management, consecutively. He has been a director and president of Zhenro Group Company since November 2014. Mr. Huang has served as an executive director and the chairman of the board of Zhenro Properties Holdings Company Limited (正榮地產控股股份有限公司), a subsidiary of Zhenro Properties, since March 2016. Since September 2017, he has served as an executive director and chairman of the board in Zhenro Properties primarily responsible for the overall management of the investment strategies and business development. He has also acted as the chief executive officer of Zhenro Properties since November 2019.
Mr. Huang graduated from Jimei Advanced Specialized Institute of Finance and Economics (集美財政高等專科學校) (now known as Jimei University (集美大學)) in the PRC in July 1989, where he majored in investment economics. He also obtained a master’s degree in business administration from The Open University of Hong Kong in Hong Kong in November 2012. Mr. Huang was conferred the accountant qualification in December 1997 by MOF. Mr. Huang was awarded the “Outstanding Professional Manager in China for the Year of 2008” (2008年度中國傑出職業經理人) by the International Human Resources Management Association (國際人力資源管理協會), Editorial Department of Business Reviews of Peking University (北大商業評論編輯部) and Professional Magazine of the Ministry of Human Resources and Social Security (人力資源和社會保障部職業雜誌社) in October 2008, and “Chief Accountant in China for the Year of 2011” (2011中國總會計師年度人物) by China Association of Chief Financial Officers (中國總會計師協會) in December 2011. He was awarded “Figure with Contributions to China Real Estate Brands in 2015” (2015中國房地產品 牌貢獻人物) jointly by Enterprise Research Institute of the Development Research Center of the State Council (國務院發展研究中心企業研究所), Property Research Institute of Tsinghua University (清華大學房地產研究所) and CIA in September 2015. He received “Top 100 Figures with Contributions to China Real Estate Industry in 2016” (2016中國房地產百強貢獻 人物) award from China Real Estate TOP10 Research Group (中國房地產TOP10研究組)in March 2016. In September 2018, he was awarded “Leaders in the China Real Estate Industry for the Year of 2018” (2018中國房地產領軍人物) by China Real Estate Association (中國房地 產業協會).
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Mr. Chan Wai Kin (陳偉健), aged 39, was appointed as a non-executive Director on December 6, 2019. He is primarily responsible for providing strategic advice and recommendations on the operations and management of our Group. Mr. Chan has over 10 years of experience in accounting and financial matters. Prior to joining our Group, from April 2012 to February 2014, he worked at Golden Wheel Tiandi Holdings Company Limited (金輪天地 控股有限公司), a company principally engaged in property development whose shares are listed on the Main Board of the Stock Exchange (stock code: 1232), where he served as executive director and chief financial officer from April 2012 to September 2013 mainly responsible for overseeing financial management and regulatory compliance, company secretary from April 2012 to August 2013 and non-executive director from September 2013 to February 2014. From February 2014 to March 2015, he worked as chief financial officer and company secretary, mainly responsible for financial reporting and investors related matters, at Times China Holdings Limited (時代中國控股有限公司) (formerly known as “Times Property (Holdings) Co., Limited (時代地產控股有限公司)”), a property developer whose shares are listed on the Main Board of the Stock Exchange (stock code: 1233). From March 2015 to August 2018, he worked at Seazen Group Limited (新城發展控股有限公司) (formerly known as “Future Land Development Holdings Limited”), a property developer whose shares are listed on the Main Board of the Stock Exchange (stock code: 1030), where he served as joint company secretary from March 2015 to March 2018, executive director from March 2015 to August 2018, mainly responsible for overseeing the financial management and capital market related matters. Since September 2018, he has worked at Zhenro Properties where he has served as executive director and vice president since September 2018, chief financial officer since November 2018, mainly responsible for corporate financing management.
Mr. Chan obtained a bachelor’s degree in business science from Indiana University Bloomington in the United States in May 2005. He has been a member of the Hong Kong Institute of Certified Public Accountants since July 2009. He obtained a master’s degree in business administration at the University of Chicago Booth School of Business in the United States in March 2017.
Independent non-executive Directors
Mr. Ma Haiyue (馬海越), aged 42, was appointed as our independent non-executive Director on June 10, 2020 and he is primarily responsible for providing independent advice on the operations and management of our Group. Mr. Ma has over 17 years of experiences in financing and auditing. Prior to joining our Group, from May 2002 to November 2004, Mr. Ma worked at Ernst & Young Da Hua. From November 2004 to July 2017, Mr. Ma held various positions at KPMG Huazhen LLP, including as an audit manager from November 2004 to June 2007, an audit senior manager from July 2007 to September 2011 and an audit partner from October 2011 to July 2017. From July 2017 to June 2018, Mr. Ma served as an executive director at the investment banking division of Morgan Stanley Huaxin Securities Co., Ltd.. He has worked at Venus Medtech (Hangzhou) Inc. (杭州啟明醫療器械股份有限公司), a company principally engaged in manufacture and research and development of medical device and listed on the Main Board of the Stock Exchange (stock code: 2500), where he has served as chief financial officer mainly responsible for its finance management since June 2018 and also a joint company secretary since July 2019.
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Mr. Ma obtained a bachelor’s degree in economics from Shanghai University of Finance and Economics (上海財經大學) in the PRC in June 1998. Mr. Ma is a member of the Chinese Institute of Certified Public Accountants.
Mr. Au Yeung Po Fung (歐陽寶豐), aged 52, was appointed as our independent non-executive Director on June 10, 2020 and he is primarily responsible for providing independent advice on the operations and management of our Group. Mr. Au Yeung has extensive work experience in the real estate industry. He held various senior management positions in the following companies in the real estate industry:
Place of listing and Name of company Principal business stock code Position Period of service
Powerlong Real Estate Commercial real Main Board of the Chief financial November 2007 to Holdings Limited (寶龍地產 estate development Stock Exchange officer October 2011 控股有限公司) and investment, (stock code: 1238) property management and hotel development
Sun Hung Kai Properties Development of Main Board of the Chief financial October 2011 to Limited (新鴻基地產開發有 properties for sale Stock Exchange officer at Sun December 2013 限公司) and investment (stock code: 16) Hung Kai Real Estate Agency Ltd (新鴻基地 產代理有限公 司), a subsidiary of Sun Hung Kai Properties Limited (Mainland operations)
Fosun Industrial Holdings Global real estate Main Board of the Vice president and February 2014 to Limited (復星地產控股有限 investment and Stock Exchange chief financial August 2014 公司) (a subsidiary of management (stock code: 656) officer Fosun International Limited (復星國際有限公司))
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Place of listing and Name of company Principal business stock code Position Period of service
Sansheng Holdings (Group) Property development Main Board of the Chief financial August 2017 to Co. Ltd. (三盛控股(集團)有 and investment Stock Exchange officer and vice January 2018 限公司) (stock code: 2183) president of Sansheng Real Estate Group
Beijing Huahong Jiye Investment N/A Vice president March 2018 to Investment Group Co., Ltd. development and October 2018 (北京華鴻基業投資集團有限 property 公司) development
Shanghai Huadong Properties Property development N/A Vice president February 2019 to (Group) Limited (上海華董 present 地產(集團)有限公司)
In addition, Mr. Au Yeung holds or had held directorships in the following listed companies:
Place of listing and Name of company Principal business stock code Position Period of service
Kiu Hung International Toys, resources and Main Board of the Independent May 2016 to Holdings Limited (僑雄國際 leisure-related Stock Exchange non-executive September 2016 控股有限公司) business (stock code: 381) director
China LNG Group Limited Asset management Main Board of the Independent July 2016 to (中國天然氣集團有限公司) and new energy Stock Exchange non-executive September 2019 development (stock code: 931) director
GR Properties Limited Property development Main Board of the Independent July 2017 to (國銳地產有限公司) and management Stock Exchange non-executive February 2020 (stock code: 108) director
Shanshan Brand Management Design, marketing Main Board of the Independent May 2018 to Co., Ltd. (杉杉品牌運營股 and sales of formal Stock Exchange non-executive present 份有限公司) and casual business (stock code: 1749) director menswear
Redsun Properties Group Real estate Main Board of the Independent June 2018 to Limited (弘陽地產集團有限 development Stock Exchange non-executive present 公司) (stock code: 1996) director
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Place of listing and Name of company Principal business stock code Position Period of service eBroker Group Limited (電子 Financial technology GEM of the Stock Independent June 2018 to 交易集團有限公司) solution provider Exchange (stock non-executive present code: 8036) director
Zhongliang Holdings Group Property Main Board of the Independent June 2019 to Company Limited (中梁控 development, Stock Exchange non-executive present 股集團有限公司) property (stock code: 2772) director management, property leasing and management consulting
Sinic Holdings (Group) Property development Main Board of the Independent August 2019 to Company Limited (新力控 and property Stock Exchange non-executive present 股(集團)有限公司) leasing (stock code: 2103) director
While Mr. Au Yeung is currently holding directorships in five other companies listed on the Stock Exchange as disclosed above, our Directors are of the view that Mr. Au Yeung will be able to devote sufficient time to discharge his duties and responsibilities as an independent non-executive Director given that: (i) his roles in other listed companies primarily require him to oversee their management independently, rather than to allocate substantial time on the participation of the day-to-day management and operations of their respective businesses; (ii) he has demonstrated that he is capable of devoting sufficient time to discharge his duties owed to each of these listed companies by attending board meetings and board committee meetings of these listed companies during their latest financial year, as disclosed in the annual reports of the relevant listed companies; (iii) he has acquired extensive management experience and developed substantial knowledge on corporate governance through his directorships in other listed companies, which is expected to facilitate the proper discharge of his duties and responsibilities as an independent non-executive Director; and (iv) he has confirmed that he will have sufficient time to fulfill his duties as an independent non-executive Director notwithstanding his existing independent non-executive directorships in five other listed companies.
Mr. Au Yeung graduated from The Hong Kong Polytechnic (currently known as The Hong Kong Polytechnic University) in Hong Kong in November 1990 with a bachelor’s degree in business studies. He was admitted as a fellow of The Association of Chartered Certified Accountants in November 2000, a fellow of the Hong Kong Society of Accountants (currently known as the Hong Kong Institute of Certified Public Accountants (HKICPA)) in May 2003, and a fellow of the Institute of Chartered Accountants in England and Wales in July 2015. Mr. Au Yeung was also certified as a chartered financial analyst (CFA) of the CFA Institute in September 2006.
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During the period between 1998 and 2001, Mr. Au Yeung was a director of Uniford Asia Limited, a company incorporated in Hong Kong and dissolved by striking off pursuant to section 291 of the then Companies Ordinance (Chapter 32 of the Laws of Hong Kong) (as in force before March 3, 2014) on May 18, 2001. Mr. Au Yeung has confirmed that such company was not in operation and was solvent at the time of dissolution. Mr. Au Yeung has further confirmed that there was no fraudulent act or misfeasance on his part leading to the striking off of such company and he is not aware of any actual or potential claim that had been or will be made against him as a result of the striking off of such company.
Mr. Zhang Wei (張偉), aged 44, was appointed as our independent non-executive Director on June 10, and he is primarily responsible for providing independent advice on the operations and management of our Group. Prior to joining our Group, from December 2011 to January 2015, he served as director at asset management department at Legend Holdings Corporation (聯想控股股份有限公司), a company principally engaged in strategic investment business, whose shares are listed on the Main Board of the Stock Exchange (stock code: 3396). From January 2015 to February 2019, he worked as the general manager of legal department at China Vanke Co., Ltd. (萬科企業股份有限公司), a joint stock company principally engaged in the property development and property services whose shares are listed on the Main Board of the Stock Exchange (H share stock code: 2202) and on the Shenzhen Stock Exchange (A share stock code: 00002). Since July 2018, he has served as an independent director at Appotronics Corporation Limited (深圳光峰科技股份有限公司), a company principally engaged in laser display technology development, whose shares are listed on the Shanghai Stock Exchange (stock code: 688007). Since February 2019, he has worked at 360 Security Technology Inc. (三六零安全科技股份有限公司), an internet and mobile security product and service provider listed on the Shanghai Stock Exchange (stock code: 601360), where he served as the vice president and chief legal consultant mainly responsible for legal affairs.
Mr. Zhang obtained a bachelor’s degree in law and a master’s degree in civil and commercial law from Zhongnan University of Economics and Law (中南財經政法大學) (formerly known as Zhongnan University of Law (中南政法大學)), the PRC in July 1996 and June 2000, respectively. He also obtained a master’s degree and a juris doctor’s degree from the Indiana University School of Law, the United States in May 2004 and August 2007, respectively. Mr. Zhang also holds the New York qualification certificate to practice as an attorney and counselor at law, conferred by the Appellate Division of the Supreme Court of the State of New York in the United States in April 2008.
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SENIOR MANAGEMENT
Mr. Ren Xiaoguang (任曉光), aged 42, joined our Group in December 2016 as the vice president of Zhenro Property Services. He is primarily responsible for risk control and overall business management of our Group. Mr. Ren has over 12 years of experience in PRC real estate industry. Prior to joining our Group, from August 2007 to December 2016, he worked at China Resources Land (Shanghai) Property Management Co., Ltd. (華潤置地(上海)物業管理有限公 司), a company principally engaged in the business of the real estate agency and property management, where he served as the managing director mainly responsible for its operational management. He was appointed as the councilor of Zhenro Public Welfare Foundation (正榮 公益基金會) and China Property Management Institute (中國物業管理協會) in January 2017 and May 2019, respectively.
Mr. Ren obtained a bachelor’s degree in law from Fudan University (復旦大學)inthe PRC in July 2000. He was conferred the real estate (intermediate economist qualification (房 地產(中級)經濟師) by the Ministry of Personnel of the PRC in November 2003. He was also recognized as a property manager by the Shanghai Human Resources and Social Security Bureau in February 2012 and a registered property manager by MOHURD in June 2014.
Mr. Liu Chang (劉暢), aged 42, was appointed as the chief financial officer of our Group on May 10, 2019. He joined our Group in May 2019 and he is primarily responsible for the overall management of the investment and financial affairs of our Group. Mr. Liu has over 18 years of experience in financial management. Prior to joining our Group, from July 2001 to November 2004, he worked as budget supervisor, mainly responsible for budget management at Kingdee Software (China) Company Limited (金蝶軟件(中國)有限公司), a company principally engaged in the development of computer hardware and software. From November 2004 to November 2009, he worked as financial director of Southeast Asia Region, mainly responsible for the overall financial management at Huawei Technologies Co, Ltd (華為技術 有限公司), a company principally engaged in the provision of information and communication technology solutions. From November 2009 to April 2015, he worked as assistant executive president, mainly responsible for group strategy management and capital operation at GCL-Poly Energy Holdings Limited (保利協鑫能源控股有限公司), an energy supplier whose shares are listed on the Main Board of the Stock Exchange (stock code: 3800). From April 2015 to May 2016, he worked as chief financial officer, mainly responsible for financial management, capital operation and internal control at Shenzhen Noposion Agrochemicals Co., Ltd (深圳諾普信農化股份有限公司), a company principally engaged in developing the agricultural biological high-tech products and services whose shares are listed on the Shenzhen Stock Exchange (stock code: 002215). From June 2016 to April 2018, he worked as chief financial officer, mainly responsible for the overall financial management at Colour Life Service Group Co., Limited (彩生活服務集團有限公司), a company principally engaged in property management whose shares are listed on the Main Board of the Stock Exchange (stock code: 1778). From April 2018 to May 2019, he worked as chief financial officer, mainly responsible for overall financial management at Ever Sunshine Lifestyle Services Group Ltd. (永升生活服務集團有限公司), a property management services provider listed on the Main Board of the Stock Exchange (stock code: 1995).
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Mr. Liu obtained a bachelor’s degree in economics from Xi’an Jiaotong University (西安 交通大學) in the PRC in July 2001 and a master degree in business administration from the University of Manchester in the United Kingdom in June 2016. He was recognized as a fellow member of the Association of International Accountants in the United Kingdom in December 2013 as well as a fellow member of Institute of Public Accountants in Australia in January 2014.
Mr. Xi Deshuai (席得帥), aged 40, was appointed as the general manager of Fujian area of our Group on November 1, 2016. He joined our Group in November 2016 and he is primarily responsible for the daily management and operations of our business in Fujian area. Mr. Xi has over 12 years of experience in public relationships for PRC real estate industry. Prior to joining our Group, from September 2007 to February 2012, he worked as customer service supervisor, mainly responsible projects delivery and brand management at Chengdu Shenchangcheng Real Estate Co., Ltd. (成都深長城地產有限公司), a real estate developer and a subsidiary of Shenzhen Centralcon Investment Holding Co., Ltd. (深圳市中洲投資控股股份有限公司), company listed on the Shenzhen Stock Exchange (stock code: 000042). From April 2012 to September 2013, he worked as customer service manager, mainly responsible for customer service management at Chengdu Shangjin Property Co., Ltd. (成都上錦置業有限公司), a wholly-owned subsidiary of Shanghai Forte Land Co. Ltd. (復地(集團)股份有限公司), a real estate development company. From October 2013 to April 2015, he worked as planning manager at the marketing management department of South Asia Real Estate Group Co., Ltd. (南益地產集團有限公司), a real estate development company, where he was mainly responsible for customer service management. From June 2015 to October 2016, he joined Zhenro Properties Holdings Company Limited (正榮地產控股股份有限公司), a wholly-owned subsidiary of Zhenro Properties, as customer relationship director and was later promoted to vice general manager of customer relationship department mainly responsible for customer service management.
Mr. Xi obtained a bachelor’s degree in law from Yunnan Normal University (雲南師範大 學) in the PRC in July 2004. He obtained a master’s degree in arts from Yunnan University (雲 南大學) in the PRC in July 2007. Mr. Xi completed a part-time program and received a postgraduate diploma in service design and experience strategy from the Institute for China Business of the School of Professional and Continuing Education of the University of Hong Kong in Hong Kong in July 2016.
Saved as disclosed above, none of our Directors or senior management members has been a director of any listed companies during the three years immediately preceding the Latest Practicable Date.
Save as disclosed above, to the best of the knowledge, information and belief of our Directors having made all reasonable enquiries, there was no information relating to our Directors that is required to be disclosed pursuant to paragraphs (b) to (v) of Rule 13.51(2) of the Listing Rules or any other matters concerning any Director that needs to be brought to the attention of our Shareholders as of the Latest Practicable Date.
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JOINT COMPANY SECRETARIES
Mr. Liu Chang (劉暢), aged 42, was appointed as our joint company secretary on December 6, 2019. For details of his background, see “– Senior Management” in this section above.
Mr. Lei Kin Keong (李健強), aged 43, was appointed as our joint company secretary on December 6, 2019. Mr. Lei has over 19 years of accounting, auditing and company secretary experience. From August 2000 to March 2013, Mr. Lei worked for various accounting firms and companies in Hong Kong responsible for audit accounting and financial reporting work. From May 2013 to February 2017, Mr. Lei worked as the company secretary at China Biotech Services Holdings Limited (formerly known as Rui Kang Pharmaceutical Group Investments Limited), an investment holding company whose shares are listed on GEM of the Stock Exchange (stock code: 8037)). From January 2018 to July 2018, he worked as the company secretary and financial controller at Boill Healthcare Holdings Limited (formerly known as Ngai Shun Holdings Limited), a company principally engaged in foundation business whose shares are listed on the Main Board of the Stock Exchange (stock code: 1246), where he was responsible for financial reporting, corporate compliance and company secretarial matters. Since April 2019, Mr. Lei has served as the joint company secretary of Ruichang (China) Media Group Limited (stock code: 1640), an advertising service provider and China Tianbao Group Development Company Limited (stock code: 1427), a real estate developer, both of which are listed on the Main Board of the Stock Exchange. Since December 30, 2019, he has served as the joint company secretary of Bank of Guizhou Co., Ltd. a company listed on the Main Board of the Stock Exchange (stock code: 6199). He is currently an assistant vice president of SWCS Corporate Services Group (Hong Kong) Limited which is principally engaged in the provision of company secretarial services, and has assisted in discharging company secretarial responsibilities in various companies listed on the Stock Exchange.
Mr. Lei graduated from the Hong Kong Polytechnic University with a bachelor’s degree in arts majoring in accountancy in December 2006. He is also a non-practicing member of The Hong Kong Institute of Certified Public Accountants, an associate of The Hong Kong Institute of Chartered Secretaries and an associate of the Chartered Governance Institute (formerly known as The Institute of Chartered Secretaries and Administrators).
BOARD COMMITTEES
Our Board has established the Audit Committee, the Remuneration Committee and the Nomination Committee and delegated various responsibilities to these committees, which assist our Board in discharging its duties and overseeing particular aspects of our Group’s activities.
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Audit committee
Our Group has established the Audit Committee on June 15, 2020 with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C.3 of the Corporate Governance Code (the “CG Code”) as set out in Appendix 14 to the Listing Rules. The Audit Committee consists of three members, namely, Mr. Ma Haiyue, Mr. Chan Wai Kin and Mr. Zhang Wei. Mr. Zhang Wei has been appointed as the chairman of the Audit Committee, and Mr. Ma Haiyue has the appropriate professional qualifications or related financial management expertise as required under Rule 3.10(2) of the Listing Rules.
The primary duties of the Audit Committee include, but are not limited to, (i) reviewing and supervising our financial reporting process and internal control system of our Group, risk management and internal audit; (ii) providing advice and comments to our Board; and (iii) performing other duties and responsibilities as may be assigned by our Board.
Remuneration committee
Our Group has established the Remuneration Committee on June 15, 2020 with written terms of reference in compliance with Rule 3.25 of the Listing Rules and paragraph B.1 of the CG Code as set out in Appendix 14 to the Listing Rules. The Remuneration Committee consists of three members, namely Mr. Au Yeung Po Fung, Mr. Huang Liang and Mr. Zhang Wei. Mr. Au Yeung Po Fung has been appointed as the chairman of the Remuneration Committee.
The primary duties of the Remuneration Committee include, but are not limited to (i) establishing, reviewing and providing advices to our Board on our policy and structure concerning remuneration of our Directors and senior management and on the establishment of a formal and transparent procedure for developing policies concerning such remuneration; (ii) determining the terms of the specific remuneration package of each Director and senior management member; and (iii) reviewing and approving performance-based remuneration by reference to corporate goals and objectives resolved by our Directors from time to time.
Nomination committee
Our Group has established the Nomination Committee on June 15, 2020 with written terms of reference in compliance with paragraph A.5 of the CG Code as set out in Appendix 14 to the Listing Rules. The Nomination Committee consists of three members, namely Mr. Huang Xianzhi, Mr. Ma Haiyue and Mr. Au Yeung Po Fung. Mr. Huang Xianzhi has been appointed as the chairman of the Nomination Committee.
The primary duties of the Nomination Committee include, but are not limited to, (i) reviewing the structure, size and composition of our Board on a regular basis and making recommendations to our Board regarding any proposed changes to the composition of our Board; (ii) identifying, selecting or making recommendations to our Board on the selection of individuals nominated for directorship, and ensuring the diversity of our Board members; (iii) assessing the independence of our independent non-executive Directors; and (iv) making recommendations to our Board on relevant matters relating to the appointment, re-appointment and removal of our Directors and succession planning for our Directors.
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CORPORATE GOVERNANCE
Our Directors recognize the importance of incorporating elements of good corporate governance in the management structures and internal control procedures of our Group so as to achieve effective accountability.
Our Company has adopted the code provisions stated in the CG Code. Our Company is committed to the view that our Board should include a balanced composition of executive Directors and independent non-executive Directors so that there is a strong independent element on our Board, which can effectively exercise independent judgment.
BOARD DIVERSITY POLICY
Our Board has adopted a board diversity policy which sets out the objective and approach to achieve diversity of our Board. Our Group recognizes the benefits of having a diversified Board and sees increasing diversity at the Board level as an essential element in supporting the attainment of our Group’s strategic objectives and sustainable development. Our Group seeks to achieve diversity of our Board through the consideration of a number of factors, including but not limited to professional experience, skills, knowledge, education background, gender, age and ethnicity. Our Directors have a balanced mix of experiences, including overall management, brand improvement, business development, legal, finance, auditing and accounting experiences. Furthermore, the ages of our Directors range from 39 years old to 52 years old. The education background of our Directors ranges from economics and business administration to law, with degrees awarded by education institutions in PRC and Hong Kong to the United States.
After [REDACTED], the Nomination Committee will review the board diversity policy and its implementation from time to time to ensure its implementation and monitor its continued effectiveness, and the same will be disclosed in our corporate governance report in accordance with the Listing Rules, including any measurable objectives set for implementing the board diversity policy and the progress on achieving these objectives on an annual basis. Our Directors recognize the particular importance of gender diversity and that gender diversity at the Board level can be improved given its current composition of all-male Directors. The Nomination Committee will, within three years from the [REDACTED], use its best effort to identify and recommend female candidates to our Board for its consideration for appointment as Directors with an ultimate aim to achieve a target of at least 20% female representation in our Board.
Nevertheless, with a view to developing a pipeline of potential successors to our Board that may meet the target gender diversity, our Group will (i) continue to apply the principle of appointments based on merits with reference to board diversity as a whole; (ii) take steps to promote gender diversity at all levels of our Group by recruiting staff at a mid to senior level with regard to the benefits of gender diversity; and (iii) engage more resources in training female staff who we consider having the suitable experience, skills and knowledge for our business to equip themselves with the attributes and competencies required to serve as members of our Board in light of our strategic needs and the industry in which we operate with the aim of promoting them to our Board in a few years’ time.
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COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT
Our Directors and members of our senior management receive compensation from our Company in the form of fees, salaries, bonuses and other benefits in kind such as contributions to pension plans. The aggregate remuneration (including fees, salaries, contributions to pension schemes, bonus, share-based payments, retirement benefits scheme, allowance and other benefits in kind) paid to our Directors for 2017, 2018 and 2019 was approximately RMB0.8 million, RMB0.9 million, and RMB5.2 million, respectively. Save as disclosed above, no other amounts have been paid or are payable by any member of our Group to our Directors during the Track Record Period.
The aggregate amount of fees, salaries, contributions to pension schemes, bonus, share-based payments, retirement benefits scheme, allowance and other benefits in kind paid to our five highest paid individuals in respect of 2017, 2018 and 2019 was approximately RMB3.4 million, RMB4.3 million and RMB11.0 million, respectively.
No remuneration was paid by us to our Directors or the five highest paid individuals as an inducement to join or upon joining us or as a compensation for loss of office in respect of each of 2017, 2018 and 2019. Further, none of our Directors had waived or agreed to waive any remuneration during the same periods.
Under the arrangement currently in force, the aggregate remuneration (including fees, salaries, contributions to pension schemes, bonus, share-based payments, retirement benefits scheme, allowances and other benefits in kind) of our Directors for the year ending December 31, 2020 is estimated to be no more than RMB7.5 million. Our Board will review and determine the remuneration and compensation packages of our Directors and senior management and, following the [REDACTED], will receive recommendation from the Remuneration Committee which will take into account salaries paid by comparable companies, time commitment and responsibilities of our Directors and performance of our Group.
COMPLIANCE ADVISOR
Our Company has appointed Guotai Junan Capital Limited as our compliance advisor pursuant to Rule 3A.19 of the Listing Rules. Pursuant to Rule 3A.23 of the Listing Rules, our compliance advisor will advise our Company in the following circumstances:
• before the publication of any regulatory announcement, circular or financial report;
• where a transaction, which might be a notifiable or connected transaction, is contemplated, including shares issues and share repurchases;
• where our Company proposes to use the [REDACTED]ofthe[REDACTED]ina manner different from that detailed in this document or where our business activities, developments or results deviate from any forecast, estimate or other information in this document; and
• where the Stock Exchange makes an inquiry of our Company under Rule 13.10 of the Listing Rules.
The term of the appointment of our compliance advisor shall commence on the [REDACTED] and end on the date on which our Company distribute our annual report in respect of our financial results for the first full financial year commencing after the [REDACTED].
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