Open Account
The members of the board of directors (the “Board”) of Haitong International Securities Group Limited are set out below:
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Chairman and Non-executive Director
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LI Jun
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Deputy Chairman, Chief Executive Officer and Executive Director
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LIN Yong
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Deputy Chairman and Executive Director
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LI Jianguo
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Executive Directors
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POON Mo Yiu
SUN Jianfeng
SUN Tong
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Non-executive Directors
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CHENG Chi Ming, Brian
ZHANG Xinjun
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Independent Non-executive Directors
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WAN Kam To
LIU Swee Long Michael
ZHANG Huaqiao
LEE Man Yuen Margaret
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The table below provides membership information of the Board committees on which each Board member serves.
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| DIRECTOR / BOARD COMMITTEE | AUDIT COMMITTEE | EXECUTIVE COMMITTEE | NOMINATION COMMITTEE | REMUNERATION COMMITTEE | RISK COMMITTEE | STRATEGIC DEVELOPMENT COMMITTEE |
| LI Jun | ? | ? | Chairman | Member | ? | Chairman |
| LIN Yong | ? | Chairman | ? | ? | ? | Member |
| LI Jianguo | ? | ? | ? | ? | ? | Member |
| POON Mo Yiu | ? | Member | ? | ? | ? | ? |
| SUN Jianfeng | ? | Member | ? | ? | ? | ? |
| SUN Tong | ? | Member | ? | ? | ? | ? |
| CHENG Chi Ming, Brian | ? | ? | ? | ? | ? | Member |
| ZHANG Xinjun | Member | ? | ? | ? | ? | Member |
| WAN Kam To | Chairman | ? | ? | ? | Member | ? |
| LIU Swee Long Michael | ? | ? | Member | Chairman | Member | ? |
| ZHANG Huaqiao | Member | ? | ? | Member | Chairman | ? |
| LEE Man Yuen Margaret | ? | ? | Member | ? | ? | ? |
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Hong Kong, 25 October 2021
Adopted by the board of directors (the "Board") of Haitong International Securities Group Limited (the "Company") on 30 March 2012.
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A. Membership
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A.1 The Board shall consist of not less than 2 members. The maximum number of directors for the time being is 15.
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A.2 The directors shall have the power from time to time and at any time to appoint any person as a director either to fill a casual vacancy on the Board or, as an addition to the existing Board but so that the number of directors so appointed shall not exceed any maximum number determined from time to time by the shareholders in general meeting. Any director so appointed by the Board shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board), and shall then be eligible for re-election at that meeting.
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A.3 At each annual general meeting one-third of the directors for the time being (or, if their number is not a multiple of 3, the number nearest to but not less than one-third) shall retire from office by rotation, provided that every director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every 3 years.
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A.4 The Board shall include a balanced composition of executive and non-executive directors (including independent non-executive directors) so that there is a strong element of independence in the Board, which can effectively exercise independent judgment. Non-executive directors shall be of sufficient calibre and number for their views to carry weight.
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A.5 The Company shall appoint adequate number of independent non-executive directors as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
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A.6 The company secretary shall be the secretary to the Board.
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B. Frequency and proceedings of meetings
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B.1 The Board shall meet regularly and board meetings shall be held at least 4 times a year at approximately quarterly intervals. The Chairman of the Board may request for additional meetings if he considers that are necessary.
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B.2 Arrangements shall be in place to ensure all directors are given an opportunity to include matters in the agenda for regular board meetings.
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B.3 Notice of at least 14 days shall be given of a regular board meeting to give all directors an opportunity to attend. For all other board meetings, reasonable notice shall be given.
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B.4 The quorum necessary for the transaction of the business of the Board shall be 2.
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B.5 Where any director is considered to be having a conflict of interest in any transactions, the director concerned shall not be counted in the quorum of the relevant board meeting.
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B.6 Senior management executives may from time to time, be invited to attend the board meetings for making presentation and/ or answering any queries that may be raised by the Board.
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B.7 The company secretary shall be the secretary of all board meetings. In the absence of the company secretary in any board meeting, a board member or the alternate of the company secretary shall act as the secretary of the board meeting.
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B.8 Proceedings of board meetings shall be governed by the Company’s New Bye-laws.
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C. Responsibilities of the Board
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C.1 The Board is collectively responsible for the management and operations of the Company.
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C.2 The Board shall be responsible for the leadership and control of the Company, and for promoting the Company’s success by directing and supervising its affairs.
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C.3 The Board should take decisions objectively in the best interests of the Company.
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C.4 It is the responsibility of the Board to determine the appropriate corporate governance policies and practices applicable to the Company’s circumstances and to ensure processes and procedures are in place to achieve the Company’s corporate governance objectives.
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C.5 The Board may discharge its corporate governance duties by the following arrangements:
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C.5.1 To establish a committee or committees with specific terms of reference to carry out different governance oversight roles or to delegate the duties to the existing committee(s); or
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C.5.2 To delegate certain management and administration functions to the management with clear directions.
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D. Corporate Governance Duties of the Board
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D.1 The Board shall be responsible for the following corporate governance duties:-
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D.1.1 To develop, review and update the Company’s policies and practices on corporate governance;
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D.1.2 To review and monitor the training and continuous professional development of directors and senior management;
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D.1.3 To review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements;
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D.1.4 To develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and directors;
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D.1.5 To review the Company’s compliance with the Corporate Governance Code as contained in Appendix 14 to the Listing Rules (the “CG Code”) and disclosure in the Corporate Governance Report; and
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D.1.6 To perform such other corporate governance duties and functions set out in the CG Code (as amended from time to time) for which the Board is responsible.
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E. Reporting procedures
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E.1 Minutes of board meetings shall record in sufficient detail the matters considered and decisions reached, including any concerns raised by directors or dissenting views expressed.
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E.2 Draft and final versions of minutes shall be sent to all directors for their comment and records respectively, within a reasonable time after the board meeting is held.
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E.3 Minutes of board meetings shall be kept by the company secretary and shall be open for inspection at any reasonable time on reasonable notice by any director.
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List of Audit Committee Members and their Roles
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The Audit Committee of Haitong International Securities Group Limited was established on 17 July 1998 and is currently composed of the following members:
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| Committee Members : | Non-executive Director Mr. ZHANG Xinjun |
| ? | Independent Non-executive Directors Mr. WAN Kam To Mr. ZHANG Huaqiao |
| Chairman of the Committee : | Mr. WAN Kam To |
| Secretary of the Committee : | Mr. LUK Wai Yin |
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Terms of Reference of Audit Committee
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Adopted as amended by the board of directors (the “Board”) of Haitong International Securities Group Limited (the “Company”) on 19?December?2018.
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A. Constitution
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A.1 The Board of the Company had resolved to establish a committee of the Board, namely the audit committee (the “Committee”), on 17 July 1998 in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and bye-law 120(1) of the New Bye-laws of the Company.
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A.2 The Committee shall report to the Board directly. Details of the Committee are set out below.
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B. Membership
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B.1 The members of the Committee shall be appointed by the Board from amongst the non-executive directors of the Company and shall consist of a minimum of 3 members, at least one of whom is an independent non-executive director with appropriate professional qualifications or accounting or related financial management expertise as required under rule 3.10(2) of the Listing Rules. The majority of the Committee members must be independent non-executive directors of the Company.
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B.2 The chairman of the Committee shall be appointed by the Board and should be an independent non-executive director.
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B.3 The company secretary shall be the secretary of the Committee.
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B.4 A former partner of the Company’s existing auditing firm should be prohibited from acting as a member of the Committee for a period of 2?year commencing on the date of his ceasing:-
(a) to be a partner of the firm; or
(b) to have any financial interest in the firm,
whichever is later.
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C. Attendance at meetings
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C.1 The Group Chief Financial Officer, the Group Finance Director, the Group Internal Auditor and a representative of the external auditors shall normally attend meetings of the Committee. Other members of the Board shall also have the right of attendance. However, at least once a year the Committee shall meet with the external and internal auditors without the presence of the executive members of the Board.
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C.2 The company secretary shall be the secretary of the Committee. In the absence of the company secretary in any meeting of the Committee, a member of the Committee or the alternate of the company secretary shall act as the secretary of the meeting of the Committee.
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D. Frequency and proceedings of meetings
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D.1 Meetings shall be held at least twice a year. The external auditors or any members of the Committee may request for additional meetings with or without the presence of executive directors if they consider that are necessary.
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D.2 The quorum necessary for meetings of the Committee shall be 3 members.
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D.3 Proceedings of meetings of the Committee shall be governed by the provisions contained in the New Bye-laws of the Company for regulating the meetings and proceedings of the Board so far as the same are applicable.
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E. Authority
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E.1 The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employees and all employees are directed to co-operate with any reasonable requests made by the Committee.
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E.2 The Committee is authorised by the Board, subject to prior discussion concerning the cost, to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.
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E.3 The Committee shall be provided with sufficient resources to perform its duties.
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F. Duties
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F.1 The duties of the Committee shall include the following:-
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F.1.1 to make recommendations to the Board on the appointment, reappointment and removal of the external auditor, and to approve the remuneration and terms of engagement of the external auditor, and any questions of resignation or dismissal of that auditor;
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F.1.2 to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards; to discuss with the external auditor the nature and scope of the audit and reporting obligations before the audit commences; and to ensure co-ordination when more than one audit firm is involved;
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F.1.3 to develop and implement policy on engaging an external auditor to supply non-audit services; and to report to the Board, identifying and making recommendations on any matters where action or improvement is needed;
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F.1.4 to review annual reports and accounts, half-year reports and, if prepared for publication, quarterly reports before submission to the Board, focusing particularly on but not limited to:
(a) any changes in accounting policies and practices;
(b) major judgmental areas;
(c) significant adjustments resulting from audit;
(d) the going concern assumptions and any qualifications;
(e) compliance with accounting standards; and
(f) compliance with the Listing Rules and other legal requirements in relation to financial reporting.
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F.1.5 In regard to F.1.4 above:
(a) members of the Committee should liaise with the Board and senior management and the Committee must meet, at least twice a year, with the auditors; and
(b) the Committee should consider any significant or unusual items that are, or may need to be, reflected in such reports and accounts and must give due consideration to any matters that have been raised by the Company’s staff responsible for the accounting and financial reporting function, compliance officer or auditors;
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F.1.6 to review the Company’s financial controls and internal control;
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F.1.7 to discuss the internal control system with the management and ensure that management has put in place an effective internal control system including the adequacy of resources, qualifications and experience of staff of the Company’s accounting and financial reporting function, and their training programmes and budget;
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F.1.8 to consider any findings of major investigations of internal control weaknesses and management’s response to these findings;
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F.1.9 to ensure co-ordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has appropriate reporting system within the Company, and to review and monitor the effectiveness of the internal audit function;
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F.1.10 to review the group’s financial and accounting policies and practices;
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F.1.11 to review the external auditor’s management letter and management’s response;
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F.1.12 to ensure that the Board will provide a timely response to the issues raised in the external auditor’s management letter;
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F.1.13 to review regularly the arrangements by which employees can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters, and to ensure that proper arrangements are in place for fair and independent investigation of these concerns and appropriate follow up action;
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F.1.14 to act as the key representative body for overseeing the Company’s relations with the External Auditors; and
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F.1.15 to consider other topics, as defined by the Board.
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G. Reporting procedures
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G.1 Draft minutes of the meetings of the Committee shall be sent to all members of the Committee for their comment within a reasonable time after the meetings.
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G.2 Final versions of minutes of the meetings of the Committee shall be sent to all members of the Board for their records within a reasonable time after the meetings.
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G.3 Full minutes of the meetings of the Committee should be kept by the company secretary.
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List of Remuneration Committee Members and and their Roles
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The Remuneration Committee of Haitong International Securities Group Limited was established on 12 April 2005 and is currently composed of the following members:
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| Committee Members : | Chairman and Non-executive Director Mr. LI Jun |
| ? | Independent Non-executive Directors Mr. LIU Swee Long Michael Mr. ZHANG Huaqiao |
| Chairman of the Committee : | Mr. LIU Swee Long Michael |
| Secretary of the Committee : | Mr. LUK Wai Yin |
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Terms of Reference of Remuneration Committee
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Adopted as amended by the board of directors (the “Board”) of Haitong International Securities Group Limited (the “Company”) on 19 December 2018.
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A. Constitution
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A.1 The Board of the Company had resolved to establish a committee of the Board, namely the remuneration committee (the “Committee”), on 12 April 2005 in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and bye-law 120(1) of the New Bye-laws of the Company.
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A.2 The Committee shall report to the Board directly. Details of the Committee are set out below.
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B. Membership
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B.1 The members of the Committee shall be appointed by the Board from amongst the non-executive directors of the Company and shall consist of a minimum of 3 members.? The majority of the Committee members must be independent non-executive directors of the Company.
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B.2 The chairman of the Committee shall be appointed by the Board and should be an independent non-executive director.
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B.3 The company secretary shall be the secretary of the Committee.
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C. Attendance at meetings
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C.1 The Group Chief Financial Officer, the Group Finance Director and the Group Human Resources Director may attend meetings of the Committee. Other members of the Board shall also have the right of attendance.
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C.2 The company secretary shall be the secretary of the Committee.? In the absence of the company secretary in any meeting of the Committee, a member of the Committee or the alternate of the company secretary shall act as the secretary of the meeting of the Committee.
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D. Frequency and proceedings of meetings
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D.1 Meetings shall be held at least once a year.? The chairman of the Committee may request for additional meetings if he/she deems necessary.
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D.2 The quorum necessary for meetings of the Committee shall be 3 members.
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D.3 Proceedings of meetings of the Committee shall be governed by the provisions contained in New Bye-laws of the Company for regulating the meetings and proceedings of the Board so far as the same are applicable.
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E. Authority
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E.1 The Committee is authorized by the Board to set remuneration policy of the Group and to fix remuneration packages of the executive directors and the Board as a whole within its terms of reference.? It is authorized to seek any information it requires from any employees of the Company in order to perform its duties.
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E.2 The Committee should consult the Chairman of the Board and/or chief executive officer about their proposals relating to the remuneration of other executive directors and it is authorized to seek independent professional advice if considered necessary in performing its duties.
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E.3 T.he Committee shall be provided with sufficient resources to perform its duties.
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F. Duties
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F.1 The duties of the Committee shall include the following:-
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F.1.1 to make recommendations to the Board on the remuneration policy and structure of the Group for all directors and senior management and on the establishment of a formal and transparent procedure for developing remuneration policy;
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F.1.2 to review and approve the management’s remuneration proposals with reference to corporate goals and objectives resolved by the Board from time to time;
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F.1.3 to make recommendations to the Board on the individual remuneration packages of executive directors and senior management, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of office or appointment;
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F.1.4 to make recommendations to the Board on the remuneration of non-executive directors;?
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F.1.5 to consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group;
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F.1.6 to review and approve the compensation payable to executive directors and senior management for any loss or termination of office or appointment to ensure that such compensation is consistent with contractual terms and that such compensation is otherwise fair and not excessive;
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F.1.7 to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that such arrangements are determined in consistent with contractual terms and are otherwise reasonable and appropriate; and
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F.1.8 to ensure that no director or any of his/her associates is involved in deciding his/her own remuneration.
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G. Reporting procedures
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G.1 Draft minutes of the meetings of the Committee shall be sent to all members of the Committee for their comment within a reasonable time after the meetings.?
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G.2 Final versions of minutes of the meetings of the Committee shall be sent to all members of the Board for their records within a reasonable time after the meetings.
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G.3 Full minutes of the meetings of the Committee shall be kept by the company secretary.
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List of Nomination Committee Members and their Roles
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The Nomination Committee of Haitong International Securities Group Limited was established on 30 March 2012 and is currently composed of the following members:
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| Committee Members : | Chairman and Non-executive Director Mr. LI Jun |
| ? | Independent Non-executive Directors Mr.?LIU Swee Long Michael Ms.?LEE Man Yuen Margaret |
| Chairman of the Committee : | Mr. LI Jun |
| Secretary of the Committee : | Mr. LUK Wai Yin |
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Terms of Reference of Nomination Committee
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Adopted as amended by the board of directors (the “Board”) of Haitong International Securities Group Limited (the “Company”) on 19 December 2018.
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A. Constitution
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A.1 The Board of the Company had resolved to establish a committee of the Board, namely the Nomination Committee (the “Committee”), on 30 March 2012 in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and bye-law 120(1) of the New Bye-laws of the Company.
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A.2 The Committee shall report to the Board directly. Details of the Committee are set out below.
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B. Membership
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B.1 The members of the Committee shall be appointed by the Board from amongst the non-executive directors of the Company and shall consist of a minimum of 3 members. The majority of the Committee members shall be independent non-executive directors of the Company.
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B.2 The Chairman of the Board shall be the chairman of the Committee.
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B.3 The company secretary shall be the secretary of the Committee.
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C. Frequency and proceedings of meetings
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C.1 Meetings shall be held at least once every year. The chairman of the Committee may request for additional meetings as he deems necessary.
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C.2 Under normal circumstances, all Committee members are required to attend Committee meetings, however, the quorum necessary for a Committee meeting shall be 2 members.
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C.3 The company secretary shall be the secretary of all meetings of the Committee. In the absence of the company secretary in any meeting of the Committee, a member of the Committee or the alternate of the company secretary shall act as the secretary of the meeting of the Committee.
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C.4 Proceedings of meetings of the Committee shall be governed by the provisions contained in the Company’s New Bye-laws for regulating the meetings and proceedings of the Board so far as the same are applicable.
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D. Authority
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D.1 The Committee is authorized by the Board to perform its duties within its terms of reference.
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D.2 In performing its duties, the Committee shall be provided with sufficient resources, which include seeking independent professional advices when necessary, at the Company's expense.
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D.3 The Committee shall report its decisions or recommendations to the Board, unless the Committee is unable to report due to legal or regulatory restrictions (such as a restriction on disclosure due to regulatory requirements).
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E. Duties
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E.1 The duties of the Committee shall include the following:
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E.1.1 to review the structure, size and composition of the Board (including the skills, knowledge, experience of directors and the time devoted by the directors in fulfilling their responsibilities) at least once a year, and make recommendations on any changes to the Board made in accordance to the Company's corporate strategy;
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E.1.2 to make recommendations in respect of the appointment or re-appointment and the succession plan of directors (including but not limited to, the chairman and the chief executive officer) to the Board for its approval and implementation;
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E.1.3 to assess the independence of the independent non-executive directors; and
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E.1.4 to review the Board Diversity Policy, as appropriate, and review the measurable objectives that the Board has set for implementing the Board Diversity Policy, and the progress on achieving the objective; and make disclosure of its review results in the Corporate Governance Report of the Company's annual report annually.
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F. Reporting procedures
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F.1 Draft minutes of the meetings of the Committee shall be sent to all members of the Committee for their comment within a reasonable time after the meetings.
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F.2 Final versions of minutes of the meetings of the Committee shall be sent to all members of the Board for their records within a reasonable time after the meetings.
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F.3 Full minutes of the meetings of the Committee shall be kept by the company secretary.
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List of Risk Committee Members and their Roles
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The Risk Committee of Haitong International Securities Group Limited was established on 31 December 2015 and is currently composed of the following members:
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| Committee Members : | Independent Non-executive Directors Mr. WAN Kam To Mr.?LIU Swee Long Michael Mr. ZHANG Huaqiao |
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| Chairman of the Committee : | Mr. ZHANG Huaqiao |
| Secretary of the Committee : | Mr. LUK Wai Yin |
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Terms of Reference of Risk Committee
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Adopted as amended by the board of directors (the “Board”) of Haitong International Securities Group Limited (the “Company”) on 19 December 2018.
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A. Constitution
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A.1 The Board of the Company had resolved to establish a committee of the Board, namely the risk committee (the “Committee”), on 31 December 2015 in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and bye-law 120(1) of the New Bye-laws of the Company.
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A.2 The Committee shall report to the Board directly. Details of the Committee are set out below.
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B. Membership
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B.1 The members of the Committee shall be appointed by the Board from amongst the non-executive directors of the Company and shall consist of a minimum of 3 members.
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B.2 The chairman of the Committee shall be appointed by the Board and should be a non-executive director.
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B.3 The company secretary shall be the secretary of the Committee.
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C. Frequency and proceedings of meetings
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C.1 Meetings shall be held at least twice a year at approximately half year intervals. The chairman of the Committee may request for additional meetings as he/she deems necessary.
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C.2 The quorum necessary for meetings of the Committee shall be 3 members.
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C.3 The company secretary shall be the secretary of the Committee. In the absence of the company secretary in any meeting of the Committee, a member of the Committee or the alternate of the company secretary shall act as the secretary of the meeting of the Committee.
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C.3 Proceedings of meetings of the Committee shall be governed by the provisions contained in New Bye-laws of the Company for regulating the meetings and proceedings of the Board so far as the same are applicable.
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D. Authority
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D.1 The Committee is authorized by the Board to perform its duties within its terms of reference.
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D.2 The Committee is authorized by the Board, subject to prior discussion concerning the cost, to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.
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D.3 The Committee shall be provided with sufficient resources to perform its duties.
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E. Duties
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E.1 The duties of the Committee shall include the following:
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E.1.1 to advise the Board on the Company’s and its subsidiaries’ (collectively, the “Group”) risk appetite statement(s), risk principles and other risk-related issues including corporate actions and propose strategic transactions such as mergers, acquisitions and disposals;
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E.1.2 to consider major investigation findings on risk management matters as delegated by the Board or on its own initiative and management response to these findings;
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E.1.3 to approve the Group’s risk policies and risk tolerances;
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E.1.4 to consider emerging risks relating to the Group’s business and strategies to ensure that appropriate arrangements are in place to control and mitigate the risks effectively;
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E.1.5 to review risk reports and breaches of risk tolerances and policies;
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E.1.6 to review and assess regularly the adequacy and effectiveness of the Group’s risk management framework, internal control system and risk management policies and procedures in identifying, measuring, monitoring and controlling risk, and oversee their effective operation, implementation and maintenance;
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E.1.7 to review and assess the effectiveness of the Group’s risk control/mitigation tools including the enterprise risk management programme, the risk management systems, the internal audit function relating to risk management and the Group’s contingency plans; and
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E.1.8 to review the Group’s capital adequacy and solvency level.
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F. Reporting procedures
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G.1 Draft minutes of the meetings of the Committee shall be sent to all members of the Committee for their comment within a reasonable time after the meetings.
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F.2 Final versions of minutes of the meetings of the Committee shall be sent to all members of the Board for their records within a reasonable time after the meetings.
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F.3 Full minutes of the meetings of the Committee shall be kept by the company secretary.
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Shareholders’ rights are set out in a number of sources, such as the Company’s New Bye-laws (the “New Bye-laws”), the Companies Act 1981 (the “Act”) and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). With reference to the above sources, the Company sets out below details of shareholders’ rights in the following aspects:
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1. The way in which shareholders of the Company (“Shareholders”) can convene a special general meeting
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Pursuant to bye-law 58 of the New Bye-laws and Section 74 of the Act, Shareholders 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 of directors of the Company (the “Board”) or the secretary of the Company (the “Company Secretary”), to require a special general meeting to be called by the Board for the transaction of any business specified in such requisition.
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The requisition must be signed by the requisitionists and deposited at the registered office of the Company at 22/F., Li Po Chun Chambers, 189 Des Voeux Road Central, Hong Kong (the “Registered Office”) for the attention of the Company Secretary.
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The requisition will then be verified with the Company’s Branch Share Registrars and Transfer Office in Hong Kong and upon its confirmation that the requisition is proper and in order, the Company Secretary will forward the requisition to the Board and the Board shall convene and hold such general meeting within 2 months after the deposit of such requisition. Moreover, if within 21 days of such deposit, the Board fails to proceed to convene such general meeting, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of 3 months from the said date.
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2. The procedures for sending enquiries to the Board
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Shareholders and other stakeholders may send their enquiries and concerns in writing to the Board by addressing them to the Company Secretary at the Registered Office and the Company Secretary shall then forward the same to the appropriate executives of the Company or members in the Board for further handling.
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3. The procedures for making proposals at Shareholders’ meetings
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To put forward proposals at an annual general meeting or a special general meeting, the Shareholders shall submit a written notice of those proposals with the detail contact information to the Company Secretary at the Registered Office. The request will be verified with the Company’s Branch Share Registrars and Transfer Office in Hong Kong and upon its confirmation that the request is proper and in order, the Company Secretary will ask the Board to include the resolution in the agenda for the general meeting.
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Moreover, the notice period to be given to all the Shareholders for consideration of the proposals submitted by the Shareholders concerned varies as follows pursuant to bye-law 59(1) of the New Bye-laws:
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(a) for an annual general meeting and any special general meeting at which the passing of a special resolution is to be considered, it shall be called by not less than 21 clear days’ notice (the notice period must include 20 clear business days under the Listing Rules’ requirement); and
(b) for all other special general meetings, they may be called by not less than 14 clear days’ notice (the notice period must include 10 clear business days under the Listing Rules’ requirement).
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Hong Kong, 25 September 2012
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Pursuant to bye-law 88 of the New Bye-laws of the Company, no person other than a director of the Company retiring at the meeting shall, unless recommended by the directors of the Company for election, be eligible for election as a director of the Company at any general meeting unless written notice signed by a shareholder of the Company (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such written notice is given of his intention to propose such person for election and also such 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 provided that the minimum length of the period, during which such written notice is given, shall be at least 7 days and that the period for lodgment of such written notice shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for such election and end no later than 7 days prior to the date of such general meeting.
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Accordingly, if a shareholder duly qualified to attend and vote at the annual general meeting of the Company, wishes to propose a person other than a retiring director of the Company for election as a director of the Company at the annual general meeting, he/she can deposit a written notice to that effect at the registered office of the Company, 22/F., Li Po Chun Chambers, 189 Des Voeux Road Central, Hong Kong for the attention of the Company Secretary. In order for the Company to inform its shareholders of that proposal, the written notice must state the following:
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1. the intention to propose that person for election as a director of the Company; and
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2. the information of the person proposed for election as a director of the Company, includes the person’s biographical details as required by rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), and
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be signed by the shareholder concerned and that person indicating his/her willingness to be elected as a director of the Company.
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The period for lodgment of such written notice shall commence no earlier than the day after the dispatch of the notice of the annual general meeting and end no later than 7 days prior to the date of the annual general meeting. If the written notice is received less than 14 clear days (10 clear business days under the Listing Rules’ requirement) prior to the annual general meeting, the Company will need to consider the adjournment of the annual general meeting in order to allow shareholders 14 clear days’ notice (the notice period must include 10 clear business days under the Listing Rules’ requirement) of the proposal.
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Hong Kong, 25 September 2012
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Principles and Purpose
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The Company strives to provide its individual and institutional shareholders (collectively, “Shareholders”) and other stakeholders (including its potential investors) with balanced and understandable information about the Company for the purpose of enabling Shareholders to exercise their rights as shareholders effectively, encouraging Shareholders to engage actively with the Company and promoting effective communication with Shareholders and other stakeholders.
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The board of directors of the Company (the “Board”) shall maintain an on-going dialogue with Shareholders and other stakeholders, and regularly review this Policy to ensure its effectiveness.
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Details of this Policy are as follows:
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1. Corporate Communication?Note
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1.1 Corporate communication will be published on the website of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”)?(http://www.hkexnews.com.hk)?in a timely manner as required by the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”).
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1.2 Corporate communication will be provided to Shareholders and non-registered holders of the Company’s securities in both English and Chinese versions in a timely manner as required by the Listing Rules.
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2. Corporate Website
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2.1 Any information or documents of the Company posted on the Stock Exchange’s website will also be published on the Company’s website?(http://www.portenospanish.com)?under the “Information for Investors” section.
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2.2 All press releases and other corporate information about the Company’s business developments, awards and achievements, corporate governance, and relations with shareholders and other stakeholders will also be available on the Company’s website.
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3. Shareholders’ Meetings
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3.1 The annual general meeting and other general meetings of the Company are primary forum for direct communication between the Company and Shareholders.
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3.2 The Company shall provide Shareholders with relevant information on the resolution(s) proposed at a general meeting in a timely manner in accordance with the Listing Rules. The information provided shall be reasonably necessary to enable Shareholders to make an informed decision on the proposed resolution(s).
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3.3 Shareholders are encouraged to participate in general meetings or to appoint proxies to attend and vote at the general meetings for and on their behalf if they are unable to attend the general meetings.
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3.4 Where appropriate or required, either the Chairman or Deputy Chairman of the Board and other Board members, the chairman of board committees or their delegates, and the external auditor should attend general meetings of the Company to answer Shareholders’ questions (if any).
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3.5 The chairman of the independent board committee (if any) should also be available to answer questions at any general meeting to approve a connected transaction or any other transaction that is subject to independent Shareholders’ approval.
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3.6 The process of the Company’s general meeting will be monitored and reviewed on a regular basis, and, if necessary, changes will be made to ensure that Shareholders’ needs are best served.
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4. Shareholders’ Enquiries
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4.1 Shareholders should direct their enquiries about their shareholdings to the Company’s Branch Share Registrars and Transfer Office in Hong Kong, Tricor Investor Services Limited, via its hotline at (852) 2980 1333 or email address at?is-enquiries@hk.tricorglobal.com, or going in person to Tricor Investor Services Public Office at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.
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4.2 The Company will not normally deal with verbal or anonymous enquiries about corporate governance or other matters to be put to the Board and the Company. Shareholders may send written enquiries to the Company, for the attention of the Company Secretary, by mail to 22/F., Li Po Chun Chambers, 189 Des Voeux Road Central, Hong Kong.
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5. Other Investor Relations Communication Platforms
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5.1 Press conferences will be held on results announcement to explain the Company’s activities, performance and future plans and to enable better understanding of the Group by the public.
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5.2 The Company will arrange media luncheons, invite media to attend corporate events, maintain regular communication with media via interviews and article contribution covering diverse topics and use its corporate website to disseminate its press releases, financial and other information relating to the Group and its business to the public in order to foster effective communication.
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6. Shareholders’ Privacy
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6.1 The Company recognises the importance of Shareholders’ privacy and will not disclose Shareholders’ information without their consent, unless required by law to do so.
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Note: “Corporate communication” refers to any document issued or to be issued by the Company for the information or action of Shareholders, including but not limited to, (a) the directors’ report and annual accounts together with a copy of the auditor’s report, (b) the interim report, (c) a notice of meeting, (d) a listing document, (e) a circular and (f) a proxy form.
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Hong Kong, 25 September 2012
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