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Corporate Governance
The Company has a Board of Directors, which is responsible to the General Meeting of Shareholders and implements the resolutions of the General Meeting of Shareholders.
The Board of Directors shall exercise the following powers and functions:
(i) To convene the general meeting of shareholders and report to the general meeting of shareholders;
(ii) To implement the resolutions of the general meeting of shareholders;
(iii) Decide on the Company's business plan and investment program;
(iv) To formulate the annual financial budget and final accounts of the Company;
(v) To formulate the profit distribution plan and the plan for making up losses of the Company;
(vi) To formulate plans for the increase or reduction of registered capital, issuance of bonds or other securities and listing of the Company;
(vii) To formulate plans for major acquisitions of the Company, acquisition of shares of the Company due to the circumstances stipulated in Article 26 (1) and (2) of the Articles of Association, or merger, demerger, dissolution and change of the form of the Company;
(viii) To formulate the Company's equity incentive program;
(ix) Within the scope of authorization by the shareholders' general meeting, to decide on the company's foreign investment, acquisition and sale of assets, asset mortgages, external guarantee matters, entrusted financial management, connected transactions, external donations and other matters;,
(x) To make a resolution on the acquisition of the Company's shares by the Company due to the circumstances stipulated in Article 26(3), (5) and (6) of the Articles of Association in the presence of more than two-thirds of the Directors;
(xi) Deciding on the establishment of the Company's internal management organization;
(xii) To decide on the appointment or dismissal of the general manager, the secretary of the board of directors and other senior management personnel of the Company, and to decide on matters of remuneration, rewards and punishments thereof; to decide on the appointment or dismissal of the deputy general manager, the financial controller and other senior management personnel of the Company upon the nomination of the general manager, and to decide on matters of remuneration, rewards and punishments thereof;
(xiii) To formulate the basic management system of the Company;
(xiv) To formulate the amendment program of the Articles of Association;
(xv) To manage the information disclosure matters of the Company;
(xvi) To propose to the general meeting of shareholders to engage or replace the accounting firm for the audit of the Company;
(xvii) To receive reports on the work of the general manager of the Company and to inspect the work of the general manager;
(xviii) Other powers and functions authorized by laws, administrative regulations, departmental rules or these Articles of Association.
Matters exceeding the scope of authorization by the shareholders' general meeting shall be submitted to the shareholders' general meeting for consideration.
Chairman of the Board
Wang Juhui, a member of the CPC, has a bachelor's degree, a master's degree and the title of economist. He was the secretary of the board of directors and vice president of Guangzhou Securities Company Limited, the general manager of the office and the general manager of the development department of Guangzhou Yuexiu Group Company Limited, the assistant to the general manager, director and deputy general manager of Guangzhou Yuexiu Group Company Limited. He is currently the party secretary and chairman of Guangzhou Yuexiu Capital Holding Group Co., Ltd, chairman of Guangzhou Yuexiu Industrial Investment Co., Ltd, Guangzhou Yuexiu Industrial Investment Fund Management Co., Ltd, and a non-executive director of CITIC Securities Co.
Vice Chairman
Yang Xiaomin, a member of the CPC, has a bachelor's degree and the title of assistant economist. He was the vice president, party secretary and president of Guangzhou Branch, president and party secretary of Shanghai Branch of Shenzhen Development Bank Co., Ltd; general manager of the Corporate Department, head of the preparatory group and president of the Transportation Finance Division of the East Region Management Department of Ping An Bank Co. Currently, he is the Deputy Secretary of the Party Committee, Vice Chairman and General Manager of Guangzhou Yuexiu Capital Holding Group Company Limited, Vice Chairman and General Manager of Guangzhou Yuexiu Capital Holding Group Company Limited, Director and General Manager of Guangzhou Yuexiu Industrial Investment Company Limited, Executive Director and General Manager of Guangzhou Yuexiu Financial International Holding Company Limited, Chairman of Guangzhou Yuexiu Finance & Leasing Company Limited, Director of Guangzhou Asset Management Company Limited, Executive Director of Guangzhou Yuexiu Financial Technology Company Limited. Executive Director of Guangzhou Yuexiu Financial Technology Co.
Director
Li Feng, a member of the CPC, holds a postgraduate degree, a master's degree and the title of senior engineer. He has served as the general manager of the Capital Operation Department of Guangzhou Yuexiu Group Company Limited, the assistant to the general manager of Guangzhou Yuexiu Group Company Limited, and the general manager of the Customer Resource Management and Synergy Department of Guangzhou Yuexiu Group Company Limited. Currently, he is the Chief Capital Operation Officer of Guangzhou Yuexiu Group Company Limited, Guangzhou Yuexiu Enterprises Group Company Limited and Yuexiu Enterprises (Group) Company Limited, the Chairman of the Board of Directors and a Non-executive Director of Chong Hing Bank Limited, the Chairman of the Board of Directors and a Director of Yuexiu Securities Holdings Company Limited, a Non-executive Director of Yuexiu Real Estate Trust Asset Management Co. Ltd., Guangzhou Yuexiu Capital Holdings Group Co., Ltd. and Yuexiu Capital Holdings Co., Ltd., Non-executive Director of Yuexiu Financial Holdings Co., Ltd. and Chairman of Guangzhou Yuexiu Capital Private Equity Fund Management Co.
Director
He Yuping, a member of the CPC, has a postgraduate degree, a master's degree and the title of economist. He was a lawyer of Guangdong Oriental Kunlun Law Firm, the general manager of the Legal Affairs Department of Guangzhou Urban Construction Development Company Limited, a director of Guangzhou Urban Construction Development Company Limited, the deputy general counsel of Guangzhou Yuexiu Group Company Limited, the general manager of the Legal Compliance and Risk Management Department of Guangzhou Yuexiu Group Company Limited, Guangzhou Yuexiu Enterprises Group Company Limited and Yuexiu Enterprises (Group) Company Limited, and so on. Currently, he is the Chief Compliance Officer of Guangzhou Yuexiu Group Co., Ltd, Guangzhou Yuexiu Enterprise Group Co., Ltd, the General Counsel and Secretary of the Board of Directors of Guangzhou Yuexiu Group Co., Ltd, Guangzhou Yuexiu Capital Holding Group Co., Ltd, Guangzhou Paper Group Co, Ltd, Guangzhou Yuexiu Capital Holding Group Co., Ltd, Guangzhou Yuexiu Capital Holding Group Co., Ltd, Guangzhou Paper Group Co. Ltd. and Guangzhou Yuexiu Dairy Group Co.
Directors
Liu Yijun, a member of the CPC, holds a postgraduate degree, a master's degree and the title of economist. He has served as deputy head of the Comprehensive Planning Section of the Comprehensive Operation Department, secretary of the Party Secretary, secretary of the Chairman of the Board of Directors, deputy director of the Party and Government Office and secretary of the Party Committee, general manager of Guangzhou Hengyun Thermal Power Company Limited, general manager of Guangzhou Hengyun Equity Investment Company Limited, general manager of Guangzhou Yueheng Science and Technology Development Company Limited, member of the Party Committee, deputy general manager of Guangzhou Hengyun Enterprises Group Company Limited, etc. He is now a member of Guangzhou Hi-tech Zone Modern Energy Group Company Limited. Ltd., Deputy Secretary of the Party Committee and Director of Guangzhou Hi-Tech Zone Modern Energy Group Co., Ltd., Deputy Secretary of the Party Committee, Director and Head of Finance of Guangzhou HengYun Enterprise Group Co., Ltd., Chairman of Guangzhou HengYun Equity Investment Co., Ltd. and Director of Guangzhou Yuexiu Capital Holding Group Co.
Directors
Shu Bo, a member of the CPC, has a postgraduate degree, a master's degree and the title of economist. He was the manager of the operation and planning department of Guangzhou Zhujiang Electric Power Fuel Co., Ltd. and the senior manager of the operation and management department and the deputy general manager of the capital operation department of Guangzhou State-owned Assets Development and Holding Co. Currently, he is the general manager of the Capital Operation Department of Guangzhou Industrial Investment Holding Group Company Limited and a director of Guangzhou Yuexiu Capital Holding Group Company Limited.
Employee Representative Director
Wu Yonggao, a member of the CPC, has a postgraduate degree, a master's degree, an accountant and a non-practicing member of CICPA. He was the deputy general manager of the Finance Department of Guangzhou Yuexiu Group Company Limited, the general manager of the Strategic Management Department, the general manager of the Finance Department and the assistant to the general manager of Guangzhou Yuexiu Financial Holding Group Company Limited, the general manager of the Finance Center of Guangzhou Yuexiu Financial Holding Group Company Limited and Guangzhou Yuexiu Financial Holding Group Company Limited. Currently, he is the employee representative director, deputy general manager, financial controller and secretary of the board of directors of Guangzhou Yuexiu Capital Holdings Group Co.
Independent Director
Wang Xi, a CPC member, doctoral degree, professor of Lingnan College of Sun Yat-sen University, director of the Institute of China's Transformation and Open Economy, was awarded the Guangdong Special Support Program for propaganda, ideological and cultural leaders, Guangdong Province Pearl River Scholars Distinguished Professor, Ministry of Education of the New Century Outstanding Talents; independent director of Guangzhou Yuexiu Capital Holding Group Company Limited, Pan-China Financial Services Group Company Limited, and an independent director of Guangzhou Development Bank Company Limited; Independent Director of Guangzhou Yuexiu Capital Holding Group Co.
Independent Director
Xie Shisong, a member of the CPC, has a doctorate degree in law. He was a professor of the Law School of Sun Yat-sen University, an independent director of Efonda Fund Management Company Limited, Guangdong Guangzhou Daily Media Company Limited, Guangzhou Yangpu Medical Technology Company Limited, Guangdong Aoma Electrical Appliances Company Limited, Golden Eagle Fund Management Company Limited, Guangdong Province Advertisement Company Limited, Guangxi Wuzhou Zhongheng Group Company Limited, Weichuang Group Company Limited, Nasda Company Limited, Guangzhou Golan Energy-saving Technology Company Limited, and an independent director of Guangzhou Municipal Public Transportation Group Limited. Ltd., Guangzhou Golan Energy Saving Technology Co. He is currently an arbitrator of 14 national arbitration institutions including China International Economic and Trade Arbitration Commission (CIETAC), Shanghai International Economic and Trade Arbitration Commission (SIETAC), Shanghai Arbitration Commission (SAC), Guangzhou Arbitration Commission (GAC), Shenzhen International Arbitration Court (SIAC), Zhuhai International Arbitration Court (ZIAC), Foshan Arbitration Commission (FAC), Dongguan Arbitration Commission (DAC) and member of the expert advisory committees of some of them; a member of Guangzhou Yuexiu Capital Holdings Group Co. Ltd. and Guangdong Jiemeng Intelligent Equipment Co.
Independent Director
Liu Zhonghua, a member of the CPC, holds a master's degree and is a professor of accounting at Guangdong University of Foreign Studies. Currently, he is a member of the Chinese Accounting Association, the vice president of the Accounting Association of China Foreign Trade and Economic Cooperation, the executive vice president of the Guangdong Association of Management Accountants, the executive director of the Accounting Association of Guangdong Province, and the vice president of the Guangzhou Association of Accountants; and an independent director of Guangzhou Yuexiu Capital Holding Group Company Limited, Grimmie Company Limited and Lixun Precision Industry Company Limited.
Independent Directors
Feng Ke, a member of the CPC, has a doctorate degree, and is a professor and doctoral supervisor at the School of Economics of Peking University. He was an associate professor of the School of Software and Microelectronics and an associate professor of the School of Economics of Peking University, and an independent director of China Great Wall Computer Shenzhen Company Limited, Tiandiyuan Company Limited, Shenzhen Yushun Electronics Company Limited, Tianjin Zhongguo Lvdian Investment Company Limited, and Aoteka New Energy Technology Company Limited. He is currently an independent director of Guangzhou Yuexiu Capital Holdings Group Co., Ltd., Liaoning Chengda Co., Ltd. and Hainan Natural Rubber Industry Group Co.
The Company has a Supervisory Board.
The Supervisory Committee shall exercise the following powers and functions:
(i) It shall examine and give written opinions on the securities offering documents and periodic reports prepared by the Board of Directors, and the supervisors shall sign the written confirmation;
(ii) To inspect the Company's finances;
(iii) To supervise the conduct of directors and senior management in performing their duties for the Company, and to make recommendations for the removal of directors and senior management who have violated the laws, administrative regulations, the Articles of Association or the resolutions of the shareholders' meeting;
(iv) To request the directors and senior management to rectify their behavior when such behavior is detrimental to the interests of the Company;
(v) To propose the convening of extraordinary general meetings, and to convene and preside over general meetings when the Board of Directors fails to fulfill its duties to convene and preside over general meetings as stipulated in the Company Law;
(vi) To make proposals to the general meeting of shareholders;
(vii) To institute legal proceedings against directors and senior management in accordance with the provisions of Article 151 of the Company Law;
(viii) To conduct investigations when it discovers abnormalities in the Company's operation; if necessary, it may engage accounting firms, law firms and other professional organizations to assist it in its work at the Company's expense.
Chairman of the Supervisory Committee
Li Hong, a member of the CPC, has a bachelor's degree and the title of accountant. He was the general manager of the Corporate Management Department of Guangzhou Metro Group Company Limited, the executive deputy general manager of the Management Department of Guangzhou Yuexiu Group Company Limited and Guangzhou Yuexiu Enterprise Group Company Limited, the general manager of the Risk Management and Audit Department and the general manager of the Audit Department of Guangzhou Yuexiu Group Company Limited, the general manager of the Audit Department of Yuexiu Enterprise (Group) Company Limited, the general manager of the Audit Department of Guangzhou Yuexiu Finance and Leasing Company Limited, Guangzhou Yuexiu Paper Manufacturing Group Co. Ltd., Guangzhou Yuexiu Paper Group Co., Ltd., Yuexiu Development Co., Ltd., Guangzhou Housing Property Guarantee Co., Ltd., Director of Guangzhou Yuexiu Development Group Co., Ltd., Chairman of the Supervisory Board of Guangzhou Yuexiu Food Group Co., Ltd. and Supervisor of Guangzhou Urban Construction Development Group Co. Ltd., Guangzhou Yuexiu Enterprise Group Co., Ltd. and Yuexiu Enterprise (Group) Co., Ltd. as a member of the Party Committee, Chief Audit Officer, General Manager of Digital Center, Staff Supervisor of Guangzhou Yuexiu Group Co., Ltd., Supervisor of Guangzhou Urban Construction Development Co. Ltd. and Chairman of Guangzhou Yuexiu Capital Holding Group Co.
Supervisors
Yao Xiaosheng, a member of the CPC, holds a postgraduate degree, a master's degree and the title of economist. He has served as deputy general manager of the office and deputy general manager of the finance department of Guangzhou Yuexiu Group Co. Ltd., Guangzhou Yuexiu Enterprise Group Co., Ltd. and Guangzhou Yuexiu Enterprise (Group) Co., Ltd. is the general manager of Capital Operation Department, supervisor of Guangzhou Yuexiu Capital Holding Group Co., Ltd. and Guangzhou Yuexiu Capital Holding Group Co., Ltd., director of Yuexiu Securities Holding Ltd. and Guangzhou Yuexiu Industrial Investment Co, Ltd. and Guangzhou Yuexiu Industrial Investment Company Limited, Director and General Manager of Guangzhou Yuexiu Capital Private Equity Fund Management Company Limited, Executive Director and General Manager of Guangzhou Baiyuexin Company Limited and Guangzhou Yuechengda Company Limited, Chairman and General Manager of Guangzhou Weixiu Industrial Development Company Limited, and Non-executive Director of Yuexiu Service Group Company Limited.
Employee Representative Supervisor
Li Qingyun, a member of the CPC, holds a graduate degree, a master's degree, FRM (Financial Risk Manager) and ICBRR (International Certificate of Banking Risk and Regulation). He has served as Senior Manager of Risk Management and Legal Compliance Department of Guangzhou Yuexiu Financial Holding Group Co., Ltd, Chief Risk Officer of Guangzhi Capital Management (Shanghai) Co., Ltd, Deputy General Manager of Compliance Review Department, Director of Risk Management Department and General Manager of Risk Management Department of Guangzhou Futures Co. Currently, he is the Deputy General Manager of the Risk Management Department of Guangzhou Asset Management Co., Ltd. and the Supervisor of Employee Representative of Guangzhou Yuexiu Capital Holding Group Co.
The Company has a general manager and a number of deputy general managers, who are appointed or dismissed by the Board of Directors.
The general manager, deputy general manager, financial controller, secretary of the board of directors and other management personnel determined by the board of directors of the company are the senior management of the company.
The general manager is responsible to the board of directors and exercises the following powers and functions:
(i) presiding over the operation and management of the Company, organizing and implementing the resolutions of the Board of Directors, and reporting to the Board of Directors;
(ii) To organize and implement the Company's annual business plan and investment program;
(iii) To formulate the internal management organization setup plan of the Company;
(iv) To formulate the basic management system of the Company;
(v) To formulate specific regulations of the Company;
(vi) To request the Board of Directors to appoint or dismiss the deputy general manager and other senior management personnel of the Company;
(vii) Deciding to appoint or terminate the management personnel in charge of business and administration other than those to be appointed or terminated by the Board of Directors;
(viii) Other powers and functions granted by the Articles of Association or the Board of Directors.
General Manager
Yang Xiaomin, a member of the CPC, has a bachelor's degree and the title of assistant economist. He was the vice president, party secretary and president of Guangzhou Branch, president and party secretary of Shanghai Branch of Shenzhen Development Bank Limited; general manager of the Corporate Department, head of the preparatory group and president of the Transportation Finance Division of the Eastern Management Department of Ping An Bank Company Limited; president and party secretary of Shanghai Branch of Guangfa Bank Co. Currently, he is the Deputy Secretary of the Party Committee, Vice Chairman and General Manager of Guangzhou Yuexiu Capital Holding Group Company Limited, Vice Chairman and General Manager of Guangzhou Yuexiu Capital Holding Group Company Limited, Director and General Manager of Guangzhou Yuexiu Industrial Investment Company Limited, Executive Director and General Manager of Guangzhou Yuexiu Financial International Holding Company Limited, Chairman of Guangzhou Yuexiu Finance and Leasing Company Limited, Director of Guangzhou Asset Management Company Limited, Executive Director of Guangzhou Yuexiu Financial Technology Company Limited. Executive Director of Guangzhou Yuexiu Financial Technology Co.
Deputy General Manager, Chief Financial Officer, Secretary of the Board of Directors
Wu Yonggao, a member of the CPC, has a postgraduate degree, a master's degree, an accountant and a non-practicing member of CICPA. He was the deputy general manager of the Finance Department of Guangzhou Yuexiu Group Company Limited, the general manager of the Strategic Management Department, the general manager of the Finance Department and the assistant to the general manager of Guangzhou Yuexiu Financial Holding Group Company Limited, the general manager of the Finance Center of Guangzhou Yuexiu Financial Holding Group Company Limited and Guangzhou Yuexiu Financial Holding Group Company Limited. Currently, he is the employee representative director, deputy general manager, financial controller and secretary of the board of directors of Guangzhou Yuexiu Capital Holding Group Co.
Deputy General Manager
Li Wenwei, a member of the CPC, has a bachelor's degree and the title of engineer. He was the deputy head of Application Section I of the Information Technology Division of Bank of China Guangdong Branch, the head of Receipt and Payment Application Section and General Section of the Information Technology Division, the deputy director of the Information Technology Division, the deputy general manager and general manager of the Information Technology Department, and the head of the special working group (at the level of general manager of the department). Currently, he is the deputy general manager of Guangzhou Yuexiu Capital Holding Group Company Limited and Guangzhou Yuexiu Capital Holding Group Company Limited, the director of Guangzhou Futures Company Limited, and the vice president of Guangzhou Digital Financial Innovation Research Institute Company Limited.