Annual Report 2023
ANNUAL REPORT 2023 37 *6 Mr. Deng Renjie resigned as the Chairman of the Board and a Non-executive Director of the Company on 24 July 2023. *7 Mr. Wang Xiufeng resigned as the Vice Chairman of the Board, the Chief Executive Officer and an Executive Director of the Company on 24 July 2023. *8 Mr. Bong Shu Ying Francis retired as an Independent Non-executive Director of the Company on 2 June 2023. *9 Mr. Kut Ying Hay resigned as an Independent Non-executive Director of the Company on 21 March 2023. DIRECTORS’ SECURITIES TRANSACTIONS The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “ Model Code ”) set out in Appendix C3 to the Listing Rules as the code of conduct regarding securities transactions by the Directors. Having made specific enquiry of all Directors, each Director confirmed that all of them have complied with the required standard set out in the Model Code during the year. CHAIRMAN, CHIEF EXECUTIVE OFFICER AND MANAGING DIRECTOR The Chairman of the Board is responsible for the leadership and effective running of the Board and the Chief Executive Officer is delegated with the authority to manage the business of the Group in all aspects effectively, and delegated powers to the Managing Director to manage the operation of the Group. The Chairman of the Board is Mr. Feng Boming while the Chief Executive Officer and the Managing Director of the Company are Mr. Xu Song and Mr. Lu Yongxin respectively. During the year, Mr. Deng Renjie resigned as the Chairman of the Board and a Non-executive Director of the Company on 24 July 2023 and Mr. Feng Boming was appointed as the Chairman of the Board and a Non-executive Director of the Company on the same date. Mr. Xu Song was the Managing Director of the Company until 24 July 2023 when he was redesignated as the Vice Chairman of the Board and the Chief Executive Officer of the Company and Mr. Lu Yongxin was appointed as the Managing Director of the Company on the same date. APPOINTMENT AND RE-ELECTION OF DIRECTORS According to Article 89 of the Articles of Association, at each annual general meeting, one-third of the Directors for the time being (or if their number is not a multiple of three, then 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 three years. The Company has fixed the term of appointment for Independent Non-executive Directors to a specific term of three years. They are also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with Article 89 of the Articles of Association. According to Article 95 of the Articles of Association, the Board has the power to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. In considering the appointment of a Director, the Board will take into account the professional qualifications, experience in relevant industries, management expertise and the potential contribution of such Director to advance the overseas expansion plan and diversity of the Board of the Company. During the year and up to the date of this report, the appointments made by the Board are as follows: (i) At a Board meeting held on 21 March 2023, the Board resolved to appoint Ms. Chan Yuen Sau Kelly as an Independent Non-executive Director of the Company; and (ii) At a Board meeting held on 24 July 2023, the Board resolved to appoint Mr. Feng Boming as the Chairman of the Board and a Non-executive Director of the Company and Mr. Wong Chi Wing as an Independent Non-executive Director of the Company. In respect of the appointment of Mr. Feng Boming, Ms. Chan Yuen Sau Kelly and Mr. Wong Chi Wing, the Board has taken into consideration, inter alia, their qualifications, management expertise and experience in relevant industries in order to promote diversity of the Board.
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