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Corporate Governance

BOARD COMMITTEE


· Audit Committee

The Group has established an audit committee on 17 June 2020 with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C3 of the Corporate Governance Code. The audit committee consists of three members, being Mr. Siu Chi Hung, Mr. Zhang Wenli and Mr. Xiao Huan Wei. Apart from Mr. Zhang Wenli, who is a non-executive Director, the other two members of the audit committee are independent non-executive Directors. The audit committee is chaired by Mr. Siu Chi Hung. The primary duties of the audit committee are to assist the Board by providing an independent view on the effectiveness of the financial reporting system, risk management and internal control systems, to oversee the audit process, to develop and review the policies and to perform other duties and responsibilities as assigned by the Board.

 Terms of Reference of the Audit Committee of the Board of Directors of the Company .pdf


· Remuneration Committee

The Group has established a remuneration committee on 17 June 2020 with written terms of reference in compliance with Rule 3.25 of the Listing Rules and paragraph B1 of the Corporate Governance Code. The remuneration committee consists of three members, being Mr. Xiao Huan Wei, Ms. Gao Guimin and Mr. Siu Chi Hung. Apart from Ms. Gao Guimin, who is an executive Director, the other two members of the remuneration committee are independent non-executive Directors. The remuneration committee is chaired by Mr. Xiao Huan Wei. The primary duties of the remuneration committee include (but without limitation): (i) making recommendations to the Directors regarding its policy and structure for the remuneration of all the Directors and senior management and on the establishment of a formal and transparent procedure for developing remuneration policies; (ii) making recommendations to the Board on the remuneration packages of the Directors and senior management; and (iii) reviewing and approving the management’s remuneration proposals with reference to the Board’s corporate goals and objectives. 

During the periods comprising the three years ended 31 December 2019 and the six months ended 30 June 2020, its remuneration policy for the Directors and senior management members was based on their experience, level of responsibility and general market conditions. Any discretionary bonus and other merit payments are linked to the profit performance of the Group and the individual performance of the Directors and senior management members. The Group intends to adopt the same remuneration policy after the Listing, subject to review by and the recommendations of the remuneration committee.

Terms of Reference of the Remuneration Committee of the Board of Directors of the Company.pdf


· Nomination Committee

The Group has established a nomination committee on 17 June 2020 with written terms of reference in compliance with paragraph A5 of the Code on Corporate Governance Practices and Corporate Governance Report as set out in Appendix 14 of the Listing Rules. The nomination committee consists of four members, namely Mr. Yao Li, Mr. Xiao Huan Wei, Mr. Siu Chi Hung and Ms. Li Chun Elsy. Apart from Mr. Yao Li, who are executive Directors, the other three members of the nomination committee are independent non-executive Directors. The chairman of the nomination committee is Mr. Yao Li. The primary function of the nomination committee is to make recommendations to the Board on the appointment and removal of the Directors and senior management, as well as to review the board diversity policy (the “Board Diversity Policy”).

Terms of Reference of the Nomination Committee of the Board of Directors of the Company.pdf


· Other Corporate Governance Documents

List of Directors and their roles and functions.pdf

Amended and Restated Memorandum of Association and Articles of Association.pdf

Procedures for Shareholders to Propose a Person for Election as a Director of the Company.pdf

Whistleblowing Policy.pdf

Shareholders' communication policy.pdf

Model Code for Securities Transactions by the Directors of the Company.pdf

Board Diversity Policy.pdf

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