Directors, Supervisors and Senior Management
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
DIRECTORS
The Board of Directors comprises 9 Directors, including 2 executive Directors, 4 non-executive Directors and 3 independent non-executive Directors. The following table sets out certain information relating to the Directors of the Company.
Date of Date of Appointment as Joining the Name Age Position Director Company Major Responsibilities
Li Guohong 47 Chairman, May 16, 2016 May 2016 Overseeing the overall (李國紅)...... non-executive and strategic Director development and investment planning
Wang Peiyue 56 Executive May 16, 2016 March 2009 Responsible for daily (王培月)...... Director production and operation management, administration, financial management, financing, budgeting, internal control and legal affairs
Chen Daojiang 47 Non-executive February 27, 2015 February 2015 Participating in (陳道江)...... Director decision making in respect of major issues of the Company
Wang Lijun 49 Non-executive May 20, 2014 January 2014 Participating in (王立君)...... Director decision making in respect of major issues of the Company
Wang Xiaoling 54 Non-executive May 16, 2016 July 2000 Participating in (汪曉玲)...... Director decision making in respect of major issues of the Company
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Date of Date of Appointment as Joining the Name Age Position Director Company Major Responsibilities
Tang Qi 41 Executive December 8, 2017 July 2000 Responsible for the (湯琦) ...... Director daily work of the Board, the normative operation of the Company, capital operation, information disclosure and investor relations management
Gao Yongtao 55 Independent October 15, 2013 October 2013 Participating in (高永濤)...... non-executive decision making in Director respect of major issues of the Company and advising on the Company’s corporate governance, connected transactions, audit and remuneration of Directors and senior management
Hui Wing 42 Independent December 8, 2017 December 2017 Participating in (許穎) ...... non-executive decision making in Director respect of major issues of the Company and advising on the Company’s corporate governance, connected transactions, audit and remuneration of Directors and senior management
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Date of Date of Appointment as Joining the Name Age Position Director Company Major Responsibilities
Lu Bin 41 Independent December 8, 2017 December 2017 Participating in (盧斌) ...... non-executive decision making in Director respect of major issues of the Company and advising on the Company’s corporate governance, connected transactions, audit and remuneration of Directors and senior management
EXECUTIVE AND NON-EXECUTIVE DIRECTORS
Mr. Li Guohong (李國紅), aged 47, was appointed as the chairman of the Board in May 2016 and was subsequently redesignated as a non-executive Director in December 2017. He is mainly responsible for the overall and strategic development, investment planning and human resources allocation. Mr. Li has more than nine years of experience in the gold mining industry.
Mr. Li served as a deputy general manager of SDG Group Co. from December 2008 to October 2015, the chairman of Shanghai Shengju Asset Operation and Management Co., Ltd. (上海盛鉅資產 經營管理有限公司) from July 2012 to March 2014, the chairman of SDG Group Finance from December 2012 to February 2015, the chairman of SDG (Shanghai) Precious Metals Investment Co., Ltd. from March 2013 to March 2014 and the general manager of SDG Capital Management from November 2012 to February 2016.
Mr. Li also holds the following positions within SDG Group (excluding our Group):
• general manager of SDG Group Co. (since February 2016);
• chairman of SDG Capital Management (since November 2012);
• chairman of SDG International Capital Management Co., Ltd. (山金國際資產管理有限公 司) (since July 2014);
• chairman of SDG Futures Co., Ltd. (山金期貨有限公司) (since August 2014); and
• chairman of Shandong Gold Financial Holdings Group (HongKong) Co., Limited (山東黃 金金控集團(香港)有限公司) (since July 2015).
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Prior to joining SDG Group, Mr. Li served as the financial controller of Anhui Bengbu Cigarette Logistics Company (安徽省蚌埠煙草物流公司) from November 2002 to April 2005, in the financial and auditing department of Anhui Huangshan Cigarette General Factory (安徽黃山捲煙總廠) from April 2005 to July 2007 and the chief financial officer of China Tobacco Anhui Industrial Co., Ltd. Hefei Cigarette Factory (安徽中煙工業有限責任公司合肥捲煙廠). He also served as the chairman of the board of supervisors and a director of Shandong International Trust Co., Ltd. (山東省國際信託有 限公司) (currently known as Shandong International Trust Co., Ltd. (山東省國際信託股份有限公司), the H Shares of which were subsequently listed on the Hong Kong Stock Exchange (stock code: 1697)) from March 2010 to June 2012 and from August 2012 to May 2015 respectively, and a vice general manager of China Securities Inter-agency Quotation Systems Co., Ltd. (中証機構間報價系統股份有 限公司) from April 2015 to April 2016.
In addition, Mr. Li has served as a member of the CPPCC Standing Committee of Shandong Province from February 2017 to January 2018. Mr. Li has served as a vice president of Gold Association of Shandong Province (山東省黃金協會) since September 2016 and he is now the chairman of the committee of the Listed Company Association of Shandong Province (山東上市公司 協會). He was awarded the First Prize of Shandong Enterprise Management Modernization Innovation Results (山東省企業管理現代化創新成果一等獎) issued by Shandong Enterprise Management Modernization Innovation Results Review Committee (山東省企業管理現代化創新成果評審委員會) for two consecutive years in November 2009 and November 2010, awarded China Chief Financial Officers of the Year (中國總會計師年度人物獎) by the China Association of Chief Financial Officers (中國總會計師協會) in December 2010, recognized as Shanghai Leading Gold Talent (上海領軍金才) jointly granted by Shanghai Municipal Organization Department (上海市委組織部), the CPC Shanghai Financial Work Committee (中共上海市金融工作委員會), Shanghai Financial Services Office (上海市 金融服務辦公室), Shanghai Human Resources and Social Security Bureau (上海市人力資源和社會保 障局) and Shanghai Finance Bureau (上海市財政局) in December 2016, and granted the title of “2016 Golden Bull Fortune Leader of Chinese Listed Companies”「 ( 2016年度中國上市公司金牛創富領袖」) by China Securities Journal in August 2017. In April 2018, Mr. Li was awarded as “the Model Worker of Shandong Province” (山東省勞動模範) by CPC Shandong Provincial Committee and the People’s Government of Shandong Province.
Mr. Li graduated from University of Science and Technology of China in June 2001 majoring in business administration, and obtained a master’s degree in business administration in December of the same year and obtained a doctorate degree in accounting from Tianjin University in China in January 2015. He was recognized by Anhui Evaluation Committee of Senior Technical Positions in Account (安徽省會計專業高級技術職務評審委員會) as senior accountant in April 2008 and obtained the qualification of certified public accountant issued by Anhui Institute of Certified Public Accountants (安徽省註冊會計師協會) in December 2016 and recognized by Shandong Human Resources and Social Security Bureau (山東省人力資源和社會保障廳) as senior accountant (principal) in January 2018.
Mr. Wang Peiyue (王培月), aged 56, was appointed as a Director, the general manager and the financial controller of the Company in May 2016 and was subsequently redesignated as an executive Director in December 2017, mainly responsible for daily production and operation management, administration, financial management, financing, budgeting, internal control and legal affairs. Mr. Wang has more than 30 years of experience in the gold mining industry. In particular, he has very extensive working experience in the fields relating to exploration and exploitation.
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Mr. Wang served as a deputy general manager of the Company from March 2009 to March 2011, mainly responsible for major project management, the general planner of the Company from December 2013 to May 2016, mainly responsible for formulation of strategic plans of the Company and the chairman of the board of supervisors of the Company from February 2015 to May 2016. He also served as a mine manager of Linglong Mining from September 1998 to July 2004.
Mr. Wang successively held various positions in SDG Group. In SDG Group Co., he successively served as an associate chief officer of production department from January 1987 to October 1990, a vice department head of the planning department from October 1990 to October 1997, the head of the production department from October 1997 to September 1998, a deputy chief engineer and director of the industry information development center from July 2004 to June 2006, a manager of the science and information technology department from June 2006 to September 2006, a deputy chief engineer from March 2011 to December 2012, the chief planner from December 2012 to September 2013 and an assistant to general manager and a manager of the strategic planning department from September 2013 to December 2013. Mr. Wang also served as an executive deputy general manager of SDG Real Estate Co., Ltd (山東黃金置業有限公司) from September 2006 to May 2008, and the chairman of SDG Real Estate Tourism Group Co., Ltd. (山東黃金地產旅遊集團有限公司) from May 2008 to March 2009.
Mr. Wang was the legal representative of SDG Facility Service Center (山東黃金設備服務公司), the business license of which was revoked in November 2009. (Note 1)
Mr. Wang was awarded the First Prize of Shandong Science and Technology Advancement (山 東省科技進步一等獎) issued by Shandong Science and Technology Advancement Award Review Committee (山東省科技進步獎評審委員會) in September 2001 and was recognized as Young and Middle-aged Expert with Outstanding Contributions in Shandong (山東省有突出貢獻中青年專家)by the People’s Government of Shandong Province in April 2004, and enjoyed State Council Special Allowance (國務院特殊津貼) since October 2004.
Mr. Wang graduated from Xi’an Institute of Metallurgical Construction (西安冶金建築學院)in China in July 1982 majoring in mining engineering with a bachelor’s degree, and graduated from Northeast China Engineering Institute (東北工學院) (currently known as Northeastern University (東北大學)) in China in January 1987 majoring in mining engineering, and received his master’s degree in March 1987. He obtained his doctorate degree in mining engineering from University of Science and Technology Beijing in China in January 2010. He received the title of engineering technology application researcher issued by Shandong Provincial Personnel Office (山東省人事廳)in January 2002.
Mr. Chen Daojiang (陳道江), aged 47, was appointed as a Director in February 2015 and was subsequently redesignated as a non-executive Director in December 2017. He mainly participates in decision making in respect of major issues of the Company. Mr. Chen has more than 20 years of experience in finance and investment area.
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Mr. Chen has been serving as a director and the general counsel of SDG Group Co. since June 2013 and January 2014, respectively. He has also served as the chairman of SDG (Beijing) Industry Investment Co., Ltd. (山東黃金 (北京) 產業投資有限公司), a subsidiary of SDG Group Co., since December 2015 and the chairman of SDG Venture Capital Co., Ltd. since August 2015.
Prior to joining SDG Group, Mr. Chen served as a cashier, a bookkeeper and an accountant in charge of the financial accounting department of Shandong Commerce and Foreign Trade Company (山東省商業外經公司) from August 1993 to June 1995, successively. He also served as an officer of the investment division and office of the Department of Commerce of Shandong Province (山東省商 業廳) from June 1995 to October 1996, a staff member, a deputy principal staff member and a principal staff member of the secretariat of the Chamber of Commerce of Shandong Province (山東省商會), from October 1996 to September 2001, successively, a financial analyst of Tiantong Securities Co., Ltd. (天同證券有限責任公司) from June 2004 to September 2004, a deputy director-general of the Finance Bureau of Binzhou (濱州市財政局) from September 2004 to March 2007, a deputy director of Binzhou Economic Development and Investment Service Centre (濱州市經濟開發投資服務中心) and a deputy manager of Binzhou Economic Development and Investment Co., Ltd. (濱州市經濟開發 投資公司) (currently known as Binzhou Finance Investment Group Co., Ltd. (濱州市財金投資集團有 限公司)) from August 2005 to March 2007, a secretary to the Party Committee of the Finance Bureau of Binzhou, a director of Binzhou Economic Development and Investment Service Centre (濱州市經 濟開發投資服務中心) and a manager of Binzhou Economic Development and Investment Company (濱州市經濟開發投資公司) (currently known as Binzhou Finance Investment Group Co., Ltd. (濱州 市財金投資集團有限公司)) from March 2007 to December 2008, a deputy general manager of Shandong Luxin Investment Holdings Group Co., Ltd. (山東省魯信投資控股集團有限公司) from December 2008 to December 2011, during which, he was also the chairman of Luxin Venture Capital Group Co., Ltd. (魯信創業投資集團股份有限公司) (Stock code: 600783.SH) from March 2010 to January 2012. Mr. Chen also served as a deputy mayor of Laiwu, Shandong Province from December 2011 to June 2013 as well as a member of the standing committee of Laiwu municipal Party Committee.
Mr. Chen graduated from Shandong Agricultural University in China in July 1993 majoring in management of agricultural economy, with a bachelor’s degree in economics, obtained his master’s degree in economics from Shandong University in China in June 2002 majoring in political economy, and graduated from the School of Economics of Zhejiang University in China in June 2004, with a doctorate in political economy. He received the registered accountant qualification issued by Shandong Institute of Certified Public Accountants (山東省註冊會計師協會) in December 2009, the senior accountant qualification issued by Shandong Senior Evaluation Committee of Qualification in Account (山東省會計專業資格高級評審委員會) in January 2003, and the (professor-level) senior political official qualification issued by Senior Professional Evaluation Committee of Shandong Enterprises’ Ideological and Political Personnel (山東省企業思想政治工作人員專業職務高級評審委 員會) in September 2016.
Mr. Wang Lijun (王立君), aged 49, was appointed as Director in May 2014 and served as the chairman of the Company from February 2015 to May 2016. He was subsequently redesignated as a non-executive Director in December 2017. He mainly participates in decision making in respect of major issues of the Company. Mr. Wang also served as the general manager and a vice-chairman of the Company from January 2014 and May 2014 to February 2015, respectively. Mr. Wang has more than 27 years of experience in the gold mining industry.
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Mr. Wang also successively held various positions in subsidiaries of the Company and has extensive industry experience. He successively served as an assistant mining engineer, a deputy director and a director of the mining workshop, an assistant to mine manager, a deputy mine manager and a mine manager of Xin Cheng Gold Mine from July 1990 to April 2009.
Mr. Wang has been serving as a director of SDG Group Co. since October 2015 and as the chairman of Qingdao Gold Training Centre Co., Ltd. (青島黃金培訓中心有限公司), which is an indirect subsidiary of SDG Group Co., since March 2014. He also successively served as the general manager and the chairman of SDG Non-ferrous from April 2009 to January 2014.
Mr. Wang graduated from Shenyang Gold Institute in China in July 1990 majoring in mining engineering, and graduated from Northeastern University in China in July 1997 majoring in management engineering. He also graduated from Northeastern University in July 2012 majoring in mining engineering, with a doctorate. In March 2014, he was recognized as engineering technology application researcher by the Department of Human Resources and Social Security of Shandong Province (山東省人力資源和社會保障廳).
Ms. Wang Xiaoling (汪曉玲), aged 54, was appointed as a Director in May 2016 and was subsequently redesignated as a non-executive Director in December 2017. She mainly participates in decision making in respect of major issues of the Company. Ms. Wang has more than 30 years of experience in the gold mining industry.
Ms. Wang successively held various positions in the Company. She successively served as the chief accountant of the finance department, a deputy head of the finance department, the acting chief financial officer, a manager of the finance department and the chief financial officer and a manager of the finance department of the Company from July 2000 to January 2014. Ms. Wang also worked in Shandong Gold Mining (Laizhou) Co., Ltd. Jiaojia Gold Mine, a subsidiary of our Company and its predecessor, for many years and has tremendous industry experience, as she served, among others, as its accountant and a deputy director of the finance division from August 1982 to July 2000.
Ms. Wang also has been serving as manager of the finance department, the deputy chief accountant and a deputy general manager of SDG Group Co. since January 2014, July 2016 and April 2018, respectively, and has been serving as the chairwoman of SDG Group Finance since February 2015.
Prior to joining SDG Group Co., Ms. Wang served at Zhaoyuan Agricultural Bank of Shandong Province (山東省招遠縣農業銀行).
Ms. Wang was awarded the title of Shandong Provincial Assets and Capital Verification Pioneering Individual (全省清產核資工作先進個人) by Shandong Provincial Personnel Department and Shandong Province Finance Bureau in December 1994, the honorary title of Shandong Province Pioneering Accounting Practitioner (全省先進會計工作者) by Shandong Municipal Propaganda Department (山東省委宣傳部), Shandong Province General Labor Union (山東省總工會) and Shandong Province Finance Bureau (山東省財政廳) in October 2005, the honorary title of Corporate Finance Accounting Work Pioneering Individual (企業財務會計工作先進個人) by Finance Bureau of Lixia District, Jinan (濟南市歷下區財政局), Lixia District Office of Jinan, Shandong Province, SAT
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(山東省濟南市歷下國家稅務局) and Lixia District Office of Jinan Local Taxation Bureau (濟南市地 方稅務局歷下分局) in February 2010 and the honorary title of Shandong Provincial Corporate Finance Express Work Pioneering Individual (全省企業財務快報工作先進個人) by Shandong Province Finance Bureau in January 2015.
Ms. Wang graduated from Shenyang College of Technology (瀋陽工業學院) in China in July 1998 majoring in accounting, and graduated from Hong Kong Baptist University in November 2009 majoring in science in applied accounting and finance, with a master’s degree in science. She obtained the senior economist qualification issued by Shandong Provincial Personnel Department in December 1999, the international registered senior accountant qualification issued by International Accreditation and Registration Institute in January 2007 and the senior gold investment analyst qualification issued by Occupational Skill Testing Authority of Ministry of Human Resources and Social Security (人力 資源和社會保障部職業技能鑒定中心) in March 2011. Ms. Wang was recognized by Shandong Human Resources and Social Security Bureau (山東省人力資源和社會保障廳) as senior accountant (principal) in January 2018.
Mr. Tang Qi (湯琦), aged 41, was appointed as a Director, secretary to the Board and the director of the Board office in December 2017 and November 2017, respectively, and was subsequently redesignated as an executive Director in December 2017, mainly responsible for the daily work of the Board, the normative operation of the Company, capital operation, information disclosure and investor relations management. Mr. Tang has more than 17 years of professional experience in corporate governance.
Mr. Tang has successively served as a secretary, the head of secretary, a deputy director and a director of the Board office of the Company from July 2000 to August 2015. He also served as the securities affairs representative of the Board from June 2003 to October 2013, during which, he participated in mine management of Laizhou Production Base (萊州生產基地) of the Company from August 2008 to June 2013, and accumulated extensive industry experience. From August 2015 to November 2017, he has successively served as an assistant to general manager as well as the department head of the research and development department, and a vice general manager as well as the department head of research and development department of SDG Venture Capital Co., Ltd.
Mr. Tang graduated from Shandong Normal University in China in July 2000 majoring in educational technology, with a bachelor’s degree, and graduated from Shandong University in China in December 2010 majoring in economics, with a master’s degree of economics. Mr. Tang received the senior political official qualification issued by the Appraisal Committee for Senior Enterprise Ideological and Political Professionals of Shandong Province (山東省企業思想政治工作人員專業職 務高級評審委員會) in September 2013, the qualification of registered gold investment analyst issued by the Occupational Skill Testing Authority of Ministry of Human Resources and Social Security (人力資源和社會保障部職業技能鑑定中心) in April 2010, and the qualification of secretary to board of listed companies issued by the Shanghai Stock Exchange in April 2004.
As of the Latest Practicable Date, Mr. Tang was interested in 152,098 Shares under the Employee Shareholding Scheme, representing approximately 0.0082% of our total share capital.
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INDEPENDENT NON-EXECUTIVE DIRECTORS
Mr. Gao Yongtao (高永濤), aged 55, was appointed as an independent non-executive Director of the Company in October 2013. He has successively served as a teaching assistant as well as a lecturer, an associate professor and a PhD supervisor of University of Science and Technology Beijing since July 1985. Mr. Gao served as the chairman of Beijing Anke Technology Co., Ltd. (北京安科興 業科技股份有限公司) since August 2010. He served as a professor and a PhD supervisor of School of Civil and Resources Engineering of University of Science and Technology Beijing (北京科技大學土 木與資源工程學院) since July 1998. Mr. Gao is currently a lifetime professor of mining in University of Science and Technology Beijing.
In addition, Mr. Gao served as a member of the First Council of Chinese Sub-society for Soft Rock Engineering & Deep disaster Control of the Chinese Society for Rock Mechanics & Engineering (中國岩石力學與工程學會軟岩工程與深部災害控制分會) from September 2009 to September 2013, and the chairman of the underground mining committee of Sub-society for Mining of the Chinese Society for Metals (中國金屬學會採礦分會) since December 2011. He has been serving as a member of National Work Safety Expert Group (國家安全生產專家組) since November 2014.
Mr. Gao was awarded the First Class Award of Science and Technology Progress of Ministry of Metallurgical Industry (冶金工業部科學技術進步一等獎) issued by the Ministry of Metallurgical Industry of the PRC in December 1992. He was awarded the First Class Award of Science and Technology Progress (科學技術進步一等獎) issued by the State Bureau of Metallurgical Industry in December 1999. He was awarded the Second Class Award of Gold Science and Technology Progress (黃金科學技術進步二等獎) issued by the State Economic and Trade Commission of the PRC (中華人 民共和國經濟貿易委員會) in March 2000. He was awarded the Second Class Award of Science and Technology Progress in Tianjin (天津市科學技術進步二等獎) issued by the People’s Government of Tianjin Municipality in November 2001. He was awarded the Science and Technology Progress Award in Shandong (山東省科技進步獎) issued by the People’s Government of Shandong in September 2002. He received the title of “the Outstanding Individual Award in Production Academic and Research” (產學研工作先進個人) jointly issued by the Beijing Municipal Education Commission (北京市教育委 員會), the Beijing Municipal Economy Commission (北京市經濟委員會) and the Beijing Municipal Science & Technology Commission (北京市科學技術委員會) in December 2002. He was awarded the First Class Award of Science and Technology Progress in Shandong (山東省科技進步一等獎) issued by the Department of Transportation of Shandong Province in July 2002. He was granted the Third Class Award of Jin Qiao Award Individual (金橋獎個人三等獎) issued by the Beijing Technology Market Management Office (北京市技術市場管理辦公室) in December 2002. He was granted the First Class Award of Safety Production Science and Technology Result (安全生產科學技術成果一等獎) jointly issued by the State Administration of Work Safety (國家安全生產監督管理局) and the State Administration of Coal Mine Safety (國家煤礦安全監察局) in February 2003. He was recognized the title of “the Outstanding Teacher in Beijing (北京市優秀教師)” jointly issued by the Education Committee of Beijing Municipal Committee of the CPC Party (中共北京市委教育工作委員會), the Beijing Municipal Education Commission, the Beijing Municipal Personnel Bureau, the Beijing Municipal Finance Bureau, the Beijing Municipal Labor and Social Security Bureau (北京市勞動和社 會保障局) and the Trade Union on Education of China, Beijing Committee (中國教育工會北京市委員 會) in April 2004. He was awarded the China Youth Science and Technology Award (中國青年科技獎) jointly issued by the Organization Department of the Communist Party of China, the Department of
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Personnel of the PRC and the China Association for Science and Technology in June 2004. He was recognized as a national candidate for the New Century Hundred-Thousand-Ten Thousand Talents Project (新世紀百千萬人才工程國家級人選) by the Department of Personnel of the PRC in September 2006. He was awarded the Second Class Award of Science and Technology in Beijing (北京市科學技 術二等獎) issued by the People’s Government of Beijing Municipality in February 2011. He obtained the Second Class Award of National Science and Technology Progress (國家科技進步二等獎) issued by the State Council for two times in January 2004 and December 2012, respectively. He was awarded the title of “Zhongguancun High-end Leading Talent (中關村高端領軍人才)” issued by the Office of Leading Group of Zhongguancun Science Park (中關村國家自主創新示範區領導小組辦公室). In addition, Mr. Gao has been entitled to State Council Government Allowance (國務院政府津貼) since June 2001.
Mr. Gao graduated from Beijing Steel College (北京鋼鐵學院) in China in May 1985 and obtained a master’s degree in mining engineering in June 1985. He also obtained a doctoral degree in engineering mechanics from University of Science and Technology Beijing in China in March 2003.
Ms. Hui Wing (許穎), aged 42, was appointed as an independent non-executive Director of the Company in December 2017. She has intensive knowledge and experience in accounting. She served in Bank of Communications Hong Kong Branch from September 2005 to June 2010, including as an audit officer from February 2006 to June 2010. She served as a senior audit associate of Hong Kong Mortgage Corporation Limited from June 2010 to November 2012. She served in CTBC Bank Co., Ltd., Hong Kong Branch from November 2012 to August 2014, including as a manager of its internal audit department. She served as an audit manager of China Merchants Bank Hong Kong Branch from October 2014 to October 2015. She also served as the assistant to the general manager of the audit department of Industrial Bank Hong Kong Branch since November 2015.
Ms. Hui obtained a bachelor’s degree in arts in English major from Guangdong University of Foreign Studies in China in December 2000. She graduated from the department of accountancy and information systems of City University of Hong Kong in November 2005, with a master’s degree in arts. She was issued the qualification of registered accountant by Hong Kong Institute of Certified Public Accountants in March 2009. She was issued the qualification of certified internal auditor by Institute of Internal Auditors in January 2012. She was issued the qualification of certified information systems auditor by the Information Systems Audit and Control Association in March 2014.
Mr.LuBin(盧斌), aged 41, was appointed as an independent non-executive Director of the Company in December 2017. From December 2004 to June 2012, he has successively served as a teacher and an associate professor of School of Finance of Nanjing University of Finance & Economics (南京財經大學金融學院). He served as a vice general manager of Nanjing University of Finance & Economics Science Park Co., Ltd. (南京財經大學科技園有限公司) from June 2012 to April 2013, and he has successively served as an assistant to director of the management committee and a director of the economic development bureau of Kunshan Huaqiao Economic Development Zone from April 2013 to March 2016, respectively. He also served as a teacher of the Institute of Economics and Finance of Nanjing Audit University (南京審計大學) from March 2016 to October 2016 and served as an associate dean of Training and Education School and the School of Finance since October 2016 and from January 2018 to July 2018, respectively, and he has been serving as the deputy head of the Research Department since July 2018.
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Mr. Lu was included in the third-batch of industry professors in Jiangsu province jointly issued by the Office of Leading Group for Talented Individuals in Jiangsu Province (江蘇省人才工作領導小 組辦公室), the Department of Education of Jiangsu Province, the Department of Science and Technology of Jiangsu Province (江蘇省科學技術廳), the Department of Human Resources and Social Security of Jiangsu Province (江蘇省人力資源和社會保障廳) and the Finance Bureau of Jiangsu Province in September 2015 and served as a director of Jiangsu Capital Market Research Association (江蘇資本市場研究會) since June 2011. Mr. Lu has long been engaged in research on financial management and corporate finance, and has published dozens of research reports in international and domestic journals such as “Quantitative Finance” and “Economic Research Journal”, and published writings such as Research on Dynamic Adjustment in Capital Structure of Listed Companies in the PRC《中國上市公司資本結構動態調整研究》 ( ).
Mr. Lu graduated from Anhui Normal University in China in July 1998, with a bachelor’s degree of science in mathematics, and graduated from Southeast University in China in May 2001, with a master’s degree of science in probability theory and mathematics statistics, and graduated from the Chinese University of Hong Kong in December 2005, with a doctor’s degree of philosophy in statistics.
SUPERVISORS
The Supervisory Committee comprises 3 supervisors. The following table sets out certain information relating to the supervisors of the Company.
Date of Date of Appointment Joining the Name Age Position Supervisor Company Main Responsibilities
Li Xiaoping 54 Chairman of May 16, 2016 May 2016 Overseeing the Company’s (李小平) the board of operations and financial supervisors, situation supervisor
Liu Rujun 50 Supervisor October 15, October 2013 Overseeing the Company’s (劉汝軍) 2013 operations and financial situation
Duan Huijie 47 Supervisor May 13, 2016 May 2016 Overseeing the Company’s (段慧潔) operations and financial situation
Mr. Li Xiaoping (李小平), aged 54, has been the chairman of the board of supervisors of the Company since May 2016. Mr. Li has also been a standing committee member of the Party Committee of SDG Group Co. since October 2015.
Mr. Li successively served as a clerk, an officer, an associate chief officer, the chief officer, a deputy director as well as a deputy director and a researcher of the Business and Trade Office of the Planning Commission of Shandong Province (山東省計委經貿處) from August 1984 to January 2003.
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He also served as a deputy secretary and a secretary to the district committee of the CPC of Dongchangfu District of Liaocheng from January 2003 to October 2015 successively, during which, he also served as the chief officer of the government of Dongchangfu District from January 2003 to February 2008.
Mr. Li graduated from Jiangxi College of Finance and Economics (江西財經學院) (currently known as Jiangxi University of Finance and Economics (江西財經大學)) in China in July 1984 with a bachelor’s degree in economics. He also graduated from the Party School of the Provincial Committee of Shandong (山東省委黨校) in China in June 2003 majoring in economic management.
Mr. Liu Rujun (劉汝軍), aged 50, has been a supervisor since October 2013. He served as the chief administrative and supervisory officer since July 2016, and has been a secretary to the commission for discipline inspection, the general manager of auditing and risk control department and the head of discipline inspection and surveillance department of the Company since April 2016.
Mr. Liu served as an officer and an assistant engineer of the department of geodetic survey of Shandong Province Gold Industry Company from October 1991 to October 1993 and an associate chief officer of the cadre department of SDG Group Co. and its predecessor from October 1993 to October 1997, both of which are predecessors of SDG Group. In SDG Group Co., he served successively as the section chief of the Party’s affairs department of SDG Group Co. from October 1997 to July 2004, a deputy department head, a deputy manager and a manager of the human resources department from July 2004 to December 2011, a manager of the legal affairs department from December 2011 to September 2013, a manager of the auditing and surveillance department from September 2013 to April 2016, and a director of the discipline inspection and surveillance office of SDG Group Co. from September 2013 to April 2016.
Mr. Liu graduated from the department of coalfield geology of Shandong Mining Institute in China in July 1990, with a bachelor’s degree in mining survey, and obtained a master’s degree in business administration from Tianjin University of Finance and Economics in China in December 2004, and received the senior engineer qualification from Shandong Provincial Personnel Office (山東省人事廳) in September 2000.
Ms. Duan Huijie (段慧潔), aged 47, was appointed as a supervisor in May 2016, and was appointed as the deputy general counsel and the general manager of legal affairs department of the Company in June 2016.
Ms. Duan has served as a deputy general manager of Shandong Province Shisheng Real Estate Co., Ltd. (山東省世盛房地產有限公司) from December 2006 to July 2007, a deputy general manager of Jinan Wufengshan Tourism Development Co., Ltd. (濟南五峰山旅遊開發有限公司) from July 2007 to March 2010, the chairman of the board of Shiwan Holiday Resort Co., Ltd. (仕灣度假村有限公司) from October 2007 to January 2010, the chairman of the board and the general manager of Shandong Jinling Services Co., Ltd. (山東金陵服務有限公司) from June 2009 to October 2014, the director of legal affairs center of auditing and risk management department of SDG Group Co. from March 2010 to February 2012, a senior manager of legal affairs department of SDG Group Co. from February 2012 to September 2013, a deputy manager of strategic planning department of SDG Group Co, from
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September 2013 to June 2016, and a deputy general counsel of SDG Group Co. from January 2014 to June 2016, an executive director of Shandong Province Guang’an Fire Services Technical Service Co., Ltd. (山東省廣安消防技術服務有限公司) from September 2016 to April 2017, respectively. Since December 2015, she has been serving as a director of SDG Group Co.
Before joining SDG Group, Ms. Duan was a teacher in the legal education and research office of the Marx and Lenin Education and Research Department of Inner Mongolia Normal University (內 蒙古師範大學) from July 1993 to August 1997, and a director of the general affairs department of Shandong Province Yingtai Real Estate Development Co., Ltd. (山東省英泰房地產開發有限公司) (formerly known as Zhongnongxin Real Estate Co., Ltd. (中農信房地產公司)) from August 1997 to December 2006.
Ms. Duan graduated from Inner Mongolia University in China in July 1993 with a bachelor’s degree in law, and received the lawyer qualification from the Ministry of Justice of the People’s Republic of China (中華人民共和國司法部) in September 1995.
SENIOR MANAGEMENT
The following table sets out certain information about the senior management of the Company.
Date of Appointment as Senior Date of Joining Name Age Position Management the Company Main Responsibilities
Wang Peiyue 56 General May 2016 March 2009 Responsible for daily (王培月) manager and production and financial operation management, controller administration, financial management, financing, budgeting, internal control and legal affairs
Tang Qi 41 Secretary to November 2017 July 2000 Responsible for the (湯琦) the Board daily work of the Board, the normative operation of the Company, information disclosure and investor relations management
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Date of Appointment as Senior Date of Joining Name Age Position Management the Company Main Responsibilities
Li Tao 57 Deputy general March 2013 April 2011 Responsible for the (李濤) manager and operation and president of management of Qilu Qilu Mining Mining Business Business Department Department
He Jiping 55 Deputy general April 2011 February 2010 Responsible for (何吉平) manager acquisition and consolidation of mineral resources
Song Zengchun 53 Deputy general May 2016 September 2013 Responsible for (宋增春) manager and corporate management, manager of performance appraisal Enterprise and large-scale project Management management Department
Wang Deyu 52 Deputy general October 2013 October 2013 Responsible for mining (王德煜) manager technology management, scientific and technological innovation and informatization
Mr. Wang Peiyue (王培月) — for biographical details of Mr. Wang Peiyue, please see “— Directors — Executive and Non-executive Directors”.
Mr. Tang Qi (湯琦) — for biographical details of Mr. Tang Qi, please see “— Directors — Executive and Non-executive Directors”.
Mr. Li Tao (李濤), aged 57, was appointed as a deputy general manager of the Company in March 2013, mainly responsible for the operation and management of Qilu Mining Business Department of the Company. He served as an assistant to general manager of the Company from April 2011 to March 2013 and as the president of Qilu Mining Business Department of the Company since April 2016.
Mr. Li has served in various positions in the subsidiaries of the Company. From September 1981 to December 2008, he has served various positions in Jinzhou Group, including among others, as a mining technician and a director of the main well workshop and a deputy section chief and then the
— 367 — DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT section chief of the expansion department of Jinzhou Group, he has also served as an assistant to mine manager, a deputy mine manager, a deputy chief engineer and a deputy general manager from May 1992 to December 2008 successively, and as the head of the leadership team for preliminary work of projects, a vice-chairman of the board and the general manager of Chaihulanzi Gold from December 2008 to January 2009 and from January 2009 to January 2012, respectively. Mr. Li has also been serving as the chairman of Guilaizhuang Mining since November 2016 and a director of Laizhou Mining since November 2016.
Mr. Li has been serving as the chairman of Jinchuang Group, since February 2015, which is a subsidiary of SDG Group Co.
Mr. Li graduated from Southern Institute of Metallurgy (南方冶金學院) in China majoring in mining in July 1990, and was recognized as a senior engineer by Shandong Provincial Personnel Department in February 2001.
As of the Latest Practicable Date, Mr. Li was interested in 131,818 Shares under the Employee Shareholding Scheme, representing approximately 0.0071% of our total share capital.
Mr. He Jiping (何吉平), aged 55, has been a deputy general manager of the Company since April 2011, mainly responsible for acquisition and consolidation of mineral resources. He served as an assistant to general manager of the Company from February 2010 to April 2011.
Mr. He successively served as a mining technician of the technology department, a deputy leader of the 3rd Team, a deputy director of mining workshop, a plant manager of Gaoshui Plant, a director of depth mining office and an assistant to mine manager of Laizhou Mining Jiaojia Gold Mine and its predecessor from March 1984 to June 2003. He served as a secretary to Party sub-branch at the gold refinery of SDG Group Co. from June 2003 to July 2005. He served as a deputy mine manager, a mine manager and secretary to the Party Committee from July 2005 to December 2006, from December 2006 to August 2009, and from December 2006 to February 2010 successively at Laizhou Mining Jiaojia Gold Mine and its predecessor. Mr. He was a mine manager at Laizhou Mining Sanshandao Gold Mine from February 2010 to April 2011. Since August 2016, he has been serving as a director of SDG Beijing.
Mr. He was the legal representative of Laizhou Jiaojin Operation Co., Ltd. (萊州焦金經營有限 公司), the business license of which was revoked in November 2009. (Note 1)
Mr. He graduated from Shenyang Gold School (瀋陽黃金專科學校) in China in July 1983 majoring in mining engineering, graduated from Northeastern University in China in July 1999 majoring in management engineering, obtained his master’s degree in mining engineering from University of Science and Technology Beijing in China in March 2004, and received the engineering technology application researcher qualification from Shandong Provincial Department of Human Resources and Social Security in January 2016.
As of the Latest Practicable Date, Mr. He was interested in 121,678 Shares under the Employee Shareholding Scheme, representing approximately 0.0066% of our total share capital.
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Mr. Song Zengchun (宋增春), aged 53, has been a deputy general manager and a manager of corporate management department of the Company since May 2016, mainly responsible for corporate management, performance appraisal and large-scale project management. He also served as a deputy general manager of the Company from September 2013 to December 2015, he was mainly responsible for daily operation and management of Xin Cheng Gold Mine.
Mr. Song has served in the mining areas operated by subsidiaries of the Company for many years. He was a deputy mine manager of the predecessor of Laizhou Mining Jiaojia Gold Mine from December 2006 to October 2007 and a mine manager of Shandong Gold Mining Co., Ltd. Xincheng Gold Mine (山東黃金礦業股份有限公司新城金礦) from September 2013 to December 2015.
Mr. Song successively served as a technician, an assistant to mine manager and the department head of administrative management department as well as a vice mine manager of Cangshang gold mine in Laizhou, Shandong from July 1988 to August 1997. He served as a manager and a secretary to CPC Committee of an internal combustion machine overhead travelling cranes factory from September 1997 to August 1998. He served as a mine manager of Cangshang gold mine of Shandong Province Laizhou Jincang Mining Co., Ltd. (山東省萊州金倉礦業有限公司) from August 1998 to May 2003. He then served as the general manager and an executive deputy general manager of Shandong Province Laizhou Jincang Mining Co., Ltd. from May 2003 to December 2006 successively, an executive deputy general manager of Laizhou Jincang from December 2004 to May 2006, an executive deputy general manager of SDG Group Laizhou Mining Co., Ltd. (山東黃金集團萊州礦業有限公司) from May 2006 to December 2006, the general manager of SDG Group Changyi Mining Co., Ltd. (山 東黃金集團昌邑礦業有限公司) from October 2007 to September 2013, a deputy general manager of SDG Non-ferrous from January 2012 to September 2013, and a manager of operation management department of SDG Group Co. from December 2015 to May 2016.
Mr. Song was the legal representative of Laizhou Jincang Mining Co., Ltd. Cangshang Gold Mine Liquefied Gas Station (萊州金倉礦業有限公司倉上金礦液化氣站), a director of Laizhou Jincang Non-metal Mining Co., Ltd. (萊州金倉非金屬礦業有限公司) and a director of Laizhou Yunfeng Education Development and Investment Co., Ltd. (萊州市雲峰教育發展投資有限責任公司), the business license of which were revoked in July 2003, November 2006 and November 2006, respectively. (Note 1)
Note 1: According to the relevant PRC regulations, a PRC company is required to undergo annual inspection. Failing to undergo annual inspection or inspection within the specified deadline, its business license will be revoked by the Administration of Industry and Commerce (“AIC”). SDG Facility Service Center did not have any business activities since 2006. Laizhou Jiaojin Operation Co., Ltd. and Laizhou Jincang Mining Co., Ltd. Cangshang Gold Mine Liquefied Gas Station ceased operation because of strategic exit due to change of market conditions. Laizhou Jincang Non-metal Mining Co., Ltd. and Laizhou Yunfeng Education Development and Investment Co., Ltd. did not have any business since their incorporation. All of the companies maintained a non-operation status before the revoke, hence they failed to designate relevant staff to go through the formalities of annual inspection. To the best knowledge of our Directors, the failure of such companies to undergo annual inspection was not due to any default of the relevant Director and senior management.
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Mr. Song graduated from China Coal Economic College (中國煤炭經濟學院) with a bachelor’s degree in economics in July 1988 and graduated from Northeastern University in China in September 2003 with a master’s degree in mining engineering, and received the senior economist qualification from Shandong Provincial Personnel Office in December 2000.
As of the Latest Practicable Date, Mr. Song was interested in 162,238 Shares under the Employee Shareholding Scheme, representing approximately 0.0087% of our total share capital.
Mr. Wang Deyu (王德煜), aged 52, has served as a deputy general manager of the Company since October 2013, mainly responsible for mining technology management, scientific and technological innovation and informatization.
Mr. Wang has served in many positions successively in subsidiaries of the Company with extensive industry experience and management experience. He has served, among others, as a technician and a deputy director of beneficiation and smelting plant, a director of tailings development office, a director of beneficiation and smelting plant and a deputy mine manager of Laizhou Mining Jiaojia Gold Mine and its predecessor successively from September 1987 to December 2006 respectively. During such period, he also served as the head of the Jiaojia refinery plant from June 2003 to December 2006. Mr. Wang served as a manager of the refinery plant of Laizhou Mining and its predecessor from December 2006 to April 2016 and served as the chairman of the board of SDG S&T, our subsidiary, since December 2016.
Moreover, Mr. Wang served as the chairman and the general manager of Qinghai Kunlun Gold Co., Ltd. (青海昆侖黃金有限公司) from June 2013 to December 2016, a director of SDG Capital Management from April 2014 to February 2015, both companies are subsidiaries of SDG Group Co..
Mr. Wang graduated from Jilin Metallurgy Industry School (吉林冶金工業學校) in China in August 1987 majoring in processing, graduated from Party School of the Provincial Committee of Shandong in China in June 2000 majoring in economy management, graduated from University of Science and Technology Beijing in China in July 2007 with a master’s degree in environmental engineering, and received the senior engineer qualification from Shandong Provincial Personnel Office in October 2003.
As of the Latest Practicable Date, Mr. Wang was interested in 121,678 Shares under the Employee Shareholding Scheme, representing approximately 0.0066% of the total share capital.
Save as disclosed above, none of our Directors, Supervisors and senior management held any directorship in any public companies the shares of which are listed in Hong Kong or overseas stock markets during the three years prior to the date of this prospectus.
To the best of the Board’s knowledge, information and belief, our Directors, Supervisors and senior management do not have any relationship amongst them.
To the best of our Directors’ knowledge, information and belief, and having made all reasonable enquiries, save as disclosed herein, there is no additional matter with respect to the appointment of
— 370 — DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT the Directors and Supervisors that needs to be brought to the attention of the Shareholders, and there is no additional information relating to the Directors and Supervisors that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules as of the Latest Practicable Date.
JOINT COMPANY SECRETARIES
Mr. Tang Qi (湯琦) is one of the joint company secretaries of the Company and was appointed in December 2017 with his appointment to take effect on the Listing Date of our H Shares. For biographical details of Mr. Tang Qi, please see the section “— Directors — Executive and Non-executive Directors”.
Ms. Ng Sau Mei (伍秀薇) is one of the joint company secretaries of the Company and was appointed in December 2017 with her appointment to take effect on the Listing Date of our H shares. She is a manager of TMF Hong Kong Limited and is responsible for provision of corporate secretarial and compliance services to listed company clients. Ms. Ng has over 16 years of experience in the company secretarial field and has extensive knowledge and experience in dealing with corporate governance, regulatory and compliance affairs of listed companies. She currently serves as the company secretary or joint company secretary of several companies listed on the Hong Kong Stock Exchange.
Ms. Ng obtained a bachelor’s degree in laws from City University of Hong Kong in November 2001 and was qualified as an associate member of the Hong Kong Institute of Chartered Secretaries and the Institute of Chartered Secretaries and Administrators in United Kingdom in September 2007.
BOARD COMMITTEES
The Company has established four committees under the Board pursuant to relevant laws and regulations of the PRC and corporate governance practice requirements under the Hong Kong Listing Rules, including the Audit Committee, Remuneration and Appraisal Committee, Nomination Committee and Strategy Committee.
Audit Committee
The Audit Committee is composed of five directors, including Mr. Lu Bin, Ms. Hui Wing, Mr. Gao Yongtao, Mr. Li Guohong and Ms. Wang Xiaoling, and Mr. Lu Bin has been appointed as the chairman of the Audit Committee. The primary duties of the Audit Committee comprise of communication, supervision and verification work for internal and external auditing and internal control of the Company, including:
(1) to propose the appointment, re-appointment or replacement of external audit institution, to provide advice to the Board, to approve the remuneration and engagement terms of external audit institution;
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(2) to review and monitor external audit institution to see if it is independent and objective and whether its auditing process is effective, to discuss the nature, scope and method of auditing and the relevant reporting responsibilities with the audit institution prior to the commencement of audit work, to formulate and implement policies for engaging external audit institutions to provide non-audit services;
(3) to supervise the internal audit system of the Company and its implementation, to review financial information and its disclosure of the Company;
(4) to be responsible for communication between internal auditors and external auditors;
(5) to review the financial control, internal control and risk management systems of the Company and conduct audits on material connected transactions; and
(6) to perform other responsibilities required by laws, regulations, rules, regulatory documents, articles of association and assigned by the Board.
Remuneration and Appraisal Committee
The Remuneration and Appraisal Committee of the Company is composed of five directors, including Ms. Hui Wing, Mr. Lu Bin, Mr. Gao Yongtao, Ms. Wang Xiaoling and Mr. Tang Qi, and Ms. Hui Wing has been appointed as the chairman of the Remuneration and Appraisal Committee. The primary duties of the Remuneration and Appraisal Committee are to formulate appraisal standards and conduct appraisals for directors and managers of the Company, and to formulate and review the remuneration policies and proposals for directors and senior management of the Company. The details are as follows:
(1) to make proposals and recommendations to the Board on remuneration plans or proposals and establishment of formal and transparent procedures for the formulation of the above remuneration plans or proposals according to the primary scope, responsibilities, importance of the management positions of directors and senior management members and the remuneration standards of relevant positions in other relevant enterprises;
(2) to formulate the specific remuneration packages for all executive directors and senior management members, and to make recommendation to the Board on remuneration of non-executive directors;
(3) to review the performance of duties of directors (non-independent directors) and senior management members of the Company and to conduct annual performance appraisals on them; and
(4) to perform other responsibilities required by laws, regulations, rules, regulatory documents, articles of association and assigned by the Board.
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Nomination Committee
The Nomination Committee of the Company is composed of five directors, including Mr. Gao Yongtao, Mr. Lu Bin, Ms. Hui Wing, Mr. Wang Lijun and Mr. Wang Peiyue, and Mr. Gao Yongtao has been appointed as the chairman of the Nomination Committee. The primary duties of the Nomination Committee of the Company comprise the selection and recommendation of candidates, election criteria and procedures for appointments of directors and senior management members of the Company. The details are as follows:
(1) to make recommendation to the Board about the size and the composition of the Board according to operating activities, size of assets and shareholding structure of the Company;
(2) to conduct research on the selection criteria, procedure and methods for directors and senior management members and submit to the Board for consideration;
(3) to screen the candidates for directors and senior management and make recommendations;
(4) to conduct comprehensive assessment on skills, knowledge and experience of directors and senior management members, and to review the independence of independent non-executive directors; and
(5) to perform other responsibilities required by laws, regulations, rules, regulatory documents, articles of association and assigned by the Board.
Strategy Committee
The Strategy Committee of the Company is composed of five directors, including Mr. Li Guohong, Mr. Chen Daojiang, Mr. Wang Peiyue, Mr. Gao Yongtao and Mr. Lu Bin, and Mr. Li Guohong has been appointed as the chairman of the Strategy Committee. The primary duties of the Strategy Committee of the Company comprise conducting research and making recommendations on significant decisions and strategic planning of the Company. The details are as follows:
(1) to conduct research and make recommendation on strategic planning for long-term development of the Company;
(2) to conduct research and make recommendation on significant investment and financing proposals;
(3) to conduct research and make recommendation on significant capital operations and asset operation projects;
(4) to conduct research and make recommendation on significant matters affecting the development of the Company; and
(5) to perform other responsibilities required by laws, regulations, rules, regulatory documents, articles of association and assigned by the Board.
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THE PARTY COMMITTEE
In accordance with the Constitution of the Communist Party of China and other relevant rules, the Company has established the Committee of Communist Party of China of Shandong Gold Mining Co., Ltd. (the “Party Committee”) in May 2008, which plays a core leadership and political role in the Company. The Party Committee is responsible for ensuring the development of the Company is in line with the policies of the Communist Party of China (“Party”). The Party Committee mainly assumes the following duties and responsibilities:
• implementing the Party’s theories, lines, guidelines, and policies to ensure the correct direction of reform and development;
• insisting on collective leadership, promoting scientific decision-making and promoting the full observance of their economic responsibilities, political responsibilities and social responsibilities;
• strengthening the team building of leaders and talents in the enterprise, leading the mass organization and enabling its role, and dedicated to promoting the fulfillment of all tasks;
• strengthening daily education and management of Party members, enabling in full the battle fortress role of a grassroots Party organization and the exemplary role of Party members, and earnestly pushing forward the construction of the Party work style and the clean government;
• examining the nominated senior management candidates and deliberately put forward their opinions; and
• studying and discussing material issues regarding the Company’s reform and stable development as well as major issues relating to the Company’s operation, management and staff’s benefits, and proposing opinions and suggestions thereon. When making decisions on significant matters of the Company, the Board should seek advice from the Party organization.
REMUNERATION OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
For details on the service contracts and appointment letters signed between the Company and our directors and supervisors, please see the section “Statutory and General Information — Further Information About Our Directors, Supervisors and Substantial Shareholders — A. Directors and Supervisors — Particulars of Service Contracts” in Appendix VIII to this Prospectus.
For the years ended December 31, 2015, 2016 and 2017, the total remuneration paid to our Directors were approximately RMB2.8 million, RMB5.3 million and RMB4.8 million, respectively.
For the years ended December 31, 2015, 2016 and 2017, the total remuneration paid to our Supervisors were approximately RMB1.3 million, RMB2.4 million and RMB2.1 million, respectively.
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For the years ended December 31, 2015, 2016 and 2017, the total remuneration paid to our senior management were approximately RMB4.7 million, RMB5.3 million and RMB5.7 million, respectively.
According to existing effective arrangements, the total amount of remuneration (excluding any possible payment of discretionary bonus) shall be paid by us to Directors and the Supervisors for the financial year ending December 31, 2018 is expected to be approximately RMB6.1 million.
The remuneration of Directors, Supervisors and senior management has been determined with reference to the salaries of comparable companies and their experience, duties and performance.
For the years ended December 31, 2015, 2016 and 2017, the five highest remuneration individuals of our Company included 0, 3 and 2 Directors respectively, their remunerations were included in the total amount paid by us for the emoluments, salaries, allowances, discretionary bonus, defined contribution retirement plans and other benefits in kind (if applicable) of the relevant directors. For the financial years ended December 31, 2015, 2016 and 2017, the total amount of remuneration and benefits in kind (if applicable) paid by us to the five highest remuneration individuals were approximately RMB3.3 million, RMB4.3 million and RMB4.4 million, respectively.
Our Company has also adopted Employee Shareholding Scheme. For more details, please see “Statutory and General Information — Further Information about Our Directors, Supervisors and Substantial Shareholders — A. Directors and Supervisors — (i) Disclosure of Interest” in Appendix VIII to this Prospectus.
During the Track Record Period, no remuneration was paid by us nor receivable by Directors, Supervisors or the five highest remuneration individuals as incentives for joining or as rewards upon joining our Company. During the Track Record Period, no remuneration was paid by us nor receivable by Directors, past Directors, Supervisors, past Supervisors or the five highest remuneration individuals as compensation for leaving positions relating to management affairs in any subsidiary of the Company.
During the Track Record Period, none of our Directors or Supervisors have waived any remuneration. Save as disclosed above, during the Track Record Period, no other amounts shall be paid or payable by us or any of our subsidiaries to the Directors, Supervisors or the five highest remuneration individuals.
Save as disclosed above, no director is entitled to receive other special benefits from the Company.
COMPLIANCE ADVISER
We have appointed China Securities (International) Corporate Finance Company Limited as our Compliance Adviser after the Listing in compliance with the requirements of Rules 3A.19 and 19A.05 of the Hong Kong Listing Rules. According to Rule 3A.23 of the Hong Kong Listing Rules, the Compliance Adviser shall provide advice to us in the following circumstances:
(a) before the publication of any regulatory announcement, circular or financial report;
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(b) when we contemplate to conduct a transaction that constitutes a notifiable transaction or connected transaction under the Hong Kong Listing Rules (including share issue and share repurchase);
(c) when we intend to use proceeds from the Global Offering in a manner different from the description as detailed in the Prospectus, or when the business activities, development or operating results of the Group have deviated from any forecasts, estimates or other information contained in the Prospectus;
(d) when the Hong Kong Stock Exchange of Hong Kong makes enquiries on the Company pursuant to Rule 13.10 of the Hong Kong Listing Rules.
The term of the Compliance Adviser shall commence from the Listing Date and is expected to end on the date when we announce the financial results of the first complete financial year from the Listing Date in compliance with Rule 13.46 of the Hong Kong Listing Rules.
CORPORATE GOVERNANCE CODE
The Company is committed to achieving a high standard of corporate governance (which is of critical importance to our development) to protect the interest of shareholders. To realize this objective, we intend to comply with the Corporate Governance Code and Corporate Governance Report set out in Appendix 14 to the Hong Kong Listing Rules after Listing.
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