Investor Relations

清洁能源供货商

Corporate Governance

Role and Duties of the Board

Executive Directors

Mr. WEI Junyong (Chairman)
Mr. GU Genyong

Non-executive Directors

Mr. LI Jinquan
Mr. ZHANG Lianghua

Independent Non-executive Directors

Mr. TSE Chi Man
Mr. YAO Xianguo
Mr. YU Wayne W.

There are three Board committees, namely Audit Committee, Remuneration Committee and Nomination Committee.

Audit Committee

Mr. TSE Chi Man (Chairman)
Mr. YAO Xianguo
Mr. YU Wayne W.

The Audit Committee serves as a focal point of communication between the Directors, the external auditors and internal auditors with regards to their duties relating to financial and other reporting, risk management, internal controls, external and internal audits and assisting the Board in fulfilling its responsibilities by providing independent review and supervision of financial reporting, by satisfying itself as to the effectiveness of the internal controls of the Group, and as to the adequacy of the external and internal audits.

Term of Reference

Remuneration Committee

Mr. YAO Xianguo (Chairman)
Mr. TSE Chi Man
Mr. WEI Junyong

The Remuneration Committee is mainly responsible for reviewing and making recommendations to the Board in relation to the remuneration packages and benefits of the Directors and the senior management of the Group to ensure the relevant individuals are fairly rewarded in light of their contribution to the Company with reference to their performance, and that they receive suitable incentives to maintain high standards of performance and to improve the Group’s and their performance. In connection with the review of the remuneration package, no Director shall be involved in deciding his own remuneration.

Term of Reference

Nomination Committee

Mr. WEI Junyong (Chairman)
Mr. YAO Xianguo
Mr. YU Wayne W.

The Nomination Committee is mainly responsible for, amongst other things:
  • reviewing the Board’s diversity policy and the measurable objectives set by the Board for implementing the Board’s diversity policy annually, and making recommendations to the Board on any proposed changes to the Board according to the Company’s corporate strategy;
  • making recommendations to the Board on the appointment and re-appointment of Directors and succession planning for Directors;
  • identifying individuals suitable to be qualified as Board members;
  • assessing the independence of Independent Non-executive Directors annually; and
  • deciding whether or not a Director is able to and has adequately carried out his duties as a Director.

Term of Reference

Constitutional Documents

Memorandum and Articles of Association

Shareholders’ Rights

Shareholders to convene an extraordinary general meeting

Pursuant to Article 58 of the Articles of Association of the Company, Shareholder(s) holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business specify in such request; and such meeting shall be held within two months after the submission of such request. If within twenty-one days of such deposit the Board fails to proceed to convene such meeting, Shareholder(s) may do so in the same manner.

Procedures for directing Shareholders’ enquiries to the Board

Shareholders may at any time send their enquiries to the Board in writing to the principal place of business of the Company in Hong Kong or by email for the attention of the secretary of the Company.

Procedures for Shareholders to propose a person for election as a Director

Pursuant to Article 85 of the Articles of Association of the Company, no person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a written notice signed by a Shareholder (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a written notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office of the Company or at the share registrar of the Company provided that the minimum length of the period, during which such written notice(s) are given, shall be at least seven days and that (if the written notices are submitted after the despatch of the notice of the general meeting appointed for such election) the period for lodgment of such written notice(s) shall commence on the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven days prior to the date of such general meeting.

Accordingly, if a Shareholder duly qualified to attend and vote at the general meeting of the Company wishes to propose a person for election as a Director at the general meeting, he/she can deposit a signed written notice of the intention to propose a person for election as a Director and a signed written notice by that person of his/her willingness to be elected together with his/her particulars (such as qualification and experience) and information as required to be disclosed under Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited at the head office of the Company at Tower II, No.32 Lingyin Road, Xihu District, Hangzhou 310007, Zhejiang Province, People’s Republic of China or at the share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. The period for lodgment of the notices required will commence no earlier than the day after the despatch of the notice of the general meeting appointed for such election and end no later than seven days prior to the date of such general meeting, and the minimum length of the period during which such notices to the Company may be given will be at least seven days.