BOARD OF DIRECTORS

EXECUTIVE DIRECTORS

Ms. Li Weina

Ms. Li, aged 39, was appointed as the executive director of the Company on 14 August 2020.  She joined the Group from July 2019, and is taking the role of a vice president in human resource and administration.  She obtained a bachelor degree in Marketing in Huaqiao University* (華僑大學) in 2007.  She was employed as an administration and human resource manager and secretary to chief officer in Zhongxin Fengyue (Dalian) Limited* (中信豐悅(大連)有限公司) from 2010 to 2014, and a manager of the board office and secretary to chief officer in Zhongying Holding Group Limited* (中盈控股集團有限公司) from 2014 to 2019.  She has extensive experience in human resource and administration management.  She is the director of subsidiaries of the Company.

Dr. Zhang Yu

Dr. Zhang, aged 38, was appointed as the executive director of the Company on 6 April 2023 and is the director of 2 subsidiaries of the Company.  He graduated from University of York, United Kingdom.  Dr. Zhang started working as a research fellow at York Management School of University of York, United Kingdom in 2010. Since 2011, Dr. Zhang has been a global advisor of China Railway Group Limited in the international market.  Also, Dr. Zhang is currently an advisor and business development director of Compact GTL Limited, founder and co-director of Innovation Centre for Commercialization of the University of Surrey, and representative of United Kingdom at Tianjin Administration of Foreign Experts Affairs.  Dr. Zhang has extensive experience and industry background in trade finance and commodities trading.  Dr. Zhang built up his business connections with a number of well-known worldwide corporations across multiple industries including but not limited to banking, trading, mining, smelting and financial services.  In particular, Dr. Zhang is very experienced

in both physical commodity trading and futures markets.  Dr. Zhang also gave public speeches in relation to global finance and development since 2016, he has been invited to speak at Chatham House of the United Kingdom in 2016 and 2018.

Mr. Phen Chun Shing Vincent

Mr. Phen, aged 48, was appointed as the executive director of the Company on 12 November 2024. He holds a bachelor degree in business administration and marketing from the University of North Texas.  Mr. Phen has been an executive director of Taung Gold International Limited (stock code: 621) since 11 May 2017. Prior to that, he served as a non-executive director from 27 July 2015 to 11 May 2017.

Mr. Phen has over 15 years of experience in direct investment and corporate banking. Since 2002, he has been actively involved in the international corporate banking division of various financial institutions.  From 2007 to 2009, he was employed at CLSA Capital Partners.  From 2009 to 2012, Mr. Phen held the position of director at CMS Capital (HK) Co., Limited (formerly known as “CMTF Asset Management Limited”). From 2012 to 2015, Mr. Phen served as an executive director of China Merchants Capital Management (International) Limited.

In addition to the above, Mr. Phen served as (i) a non-executive director of Comtec Solar Systems Group Limited, a company listed on Main Board of The Stock Exchange (the “Stock Exchange”) of Hong Kong Limited (stock code : 712), from 26 March 2010 to 20 September 2012; (ii) a non-executive director of EPI (Holdings) Limited, a company listed on Main Board of the Stock Exchange (stock code: 689), from 15 February 2016 to 19 October 2016; (iii) an executive director of China Partytime Culture Holdings Limited, a company listed on Main Board of the Stock Exchange (stock code: 1532), from 3 August 2017 to 3 April 2020; (iv) an independent non-executive director of Agritrade Resources Limited, which was listed on Main Board of the Stock Exchange but was delisted as of 31 January 2022, from 12 December 2017 to 8 June 2021 (stock code: 1131).

Independent Non-Executive Directors

Ms. Ching Ching

Ms. Ching, aged 45, was appointed as independent non-executive director of the Company on 23 June 2020.  She obtained a Bachelor of Science in Business Administration (Finance and Management Information System) in University of Arizona (USA) in 2001 and an Executive Master of Business Administration Certificate in Fudan University in 2014.  She is a Fellow member of both the Institute of Public Accountants Australia, Certified Management Accountant Australia, Institute of Financial Accountants (UK), the Association of International Accountants and the Royal Statistical Society.  She is also a Professional Member of CACFO (中國總會計師協會) and the British Computer Society.  She is currently the Financial Controller of First America Title Insurance Company, a company licensed by the Insurance Authority in Hong Kong.  She has around 20 years of experiences in corporate finance, merge and acquisition, and business valuation.

Dr. Song Donglin

Dr. Song, aged 67, was appointed as the independent non-executive director of the Company on 15 April 2021.  He (i) obtained an undergraduate degree and a master’s degree from the Jilin University in 1982 and 1985, respectively; (ii) served as a teacher of the Economics Department of Jilin University from 1985 to 1993, and was a visiting scholar at Rutgers University in the United States from 1988 to 1990; (iii) obtained a doctoral degree from Jilin University in 1994; (iv) served as the deputy dean of the Business School of Jilin University from 1993 to 2000; (v) served as the deputy dean and dean of the School of Economics of Jilin University from 2000 to 2005; (vi) served as the vice president of Changchun Taxation College from 2005 to 2006; (vii) served as the president of Changchun Taxation College from 2006 to 2010; (viii) served as the president of Jilin University of Finance and Economics from 2010 to 2018; (ix) has been serving as professor of Jilian University since 2018; (x) has been serving as an independent director of Jilin Bank since March 2020; and (xi) has been serving as the Director of the China State-Owned Economy Research Center at Jilin University since 2022.  Dr. Song has extensive experience in the fields of economics and business administration.

* For identification purposes only

Audit Committee

Ms. Ching Ching (Chairlady)

Dr. Song Donglin

Nomination Committee

Dr. Song Donglin (Chairman)

Ms. Ching Ching

Remuneration Committee

Dr. Song Donglin (Chairman)

Ms. Ching Ching

Procedures for a Member to Propose a Person for Election as a Director

The following procedures are subject to the Company’s bye-laws, the Bermuda Companies Act 1981 and applicable legislation and regulation.

  1. If a member of the Company (“Member”), who is duly qualified to attend and vote at the general meeting convened to deal with appointment/election of director(s), wishes to propose a person (other than the Member himself/herself) for election as a director at that meeting, he/she can deposit a written notice at the Company’s principal office in Hong Kong at Suite 3902, 39/F, Central Plaza, 18 Harbour Road, Hong Kong, for the attention of the company secretary of the Company (“Company Secretary”). Please refer to paragraph 3 below for the notice period.
  2. In order for the Company to inform all Members of that proposal, the written notice must state the full name of the person proposed for election as a director, his/her biographical details as required by rule 13.51(2) of the Rules Governing the Listing of the Securities on The Stock Exchange of Hong Kong Limited, and be signed by the Member concerned together with a written notice signed by the person proposed for election as a director indicating his/her willingness to be elected.
  3. The period for lodgment of such a written notice will commence no earlier than the day after the despatch of the notice of the general meeting and end no later than seven (7) days prior to the date of such general meeting. If the notice is received less than fifteen (15) business days prior to that general meeting, the Company will need to consider adjournment of the general meeting in order to (i) assess the suitability of the proposed candidate; and (ii) publish an announcement or circulate a supplementary circular in relation to the proposal to the Members at least fourteen (14) clear days and not less than ten (10) business days prior to the general meeting.

Members who have enquires about the above procedures or have enquires to put to the board of directors of the Company may write to the Company Secretary at Suite 3902, 39/F, Central Plaza, 18 Harbour Road, Hong Kong.

AMENDED AND RESTATED BYE-LAWS