Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
is the chairman of the Board of the Company, joined the Group in 2011. Ms. Wang is a director of Overseas Chinese Town (HK) Company Limited (“OCT (HK)”, the beneficial owner of all the issued share capital in Pacific Climax Limited (“Pacific Climax”), the controlling shareholder of the Company) and Shenzhen OCT Investment Company Limited (a wholly-owned subsidiary of Shenzhen Overseas Chinese Town Holding Company Limited (“OCT Ltd.”the beneficial owner of all the issued share capital in OCT (HK)). Ms. Wang is also a director of Union Development Group of China, the vice chairman of the supervisory committee of China International Travel Service Corporation Limited (“CITS”) and the president of OCT Ltd. OCT Ltd. is listed on the Shenzhen Stock Exchange, while CITS is listed on the Shanghai Stock Exchange. Ms. Wang joined Overseas Chinese Town Enterprises Company (華僑城集團公司) (“OCT Group”, the controlling shareholder of OCT Ltd.) in 1991 and had been the head of Administration Department of the President Office, the head of the Finance Department and the President Assistant of OCT Group. She had also been the vice president and supervisor of OCT Ltd. and supervisor and director of Konka Group and the director of Overseas Chinese Town Real Estate Company Limited (“OCT Properties”, a wholly-owned subsidiary of OCT Ltd.) and Chengdu OCT, and the director and chairman of Shenzhen OCT Hotel Group Company Limited (深圳市華僑城酒店集團有限公司) (a wholly-owned subsidiary of OCT Ltd.). Save as aforesaid, Ms. Wang has also held and had also held other senior positions with OCT Ltd. and OCT Group (and their respective associated companies). Ms. Wang has obtained a bachelor degree in Economics from Nan Kai University (南開大學) in 1990. Ms. Wang is also chairman of the nomination committee of the Company (the “Nomination Committee”).
is the executive Director and vice president of the Company and also holds the director position in many subsidiaries of the Company, as well as in Beijing Guangying Real Estate Development Co., Ltd (北京廣盈房地產開發有限公司). He is also the deputy general manager of Overseas Chinese Town (HK) Company Limited. Mr. Lin has extensive experience in business operation and financial management. Since he joined OCT Group in 1992, Mr. Lin had held a number of positions including but not limited to the deputy general manager and the chief financial officer of Overseas Chinese Town (Shanghai) Land Company Limited (an indirect non-wholly owned subsidiary of the Company), the deputy general manager of Shenzhen Overseas Chinese Town Entertainment Investment Company Limited (深圳華僑城都市娛樂投資公司) (a wholly-owned subsidiary of OCT Ltd.), chief financial officer of Shenzhen Overseas Chinese Town Holding Company Limited (深圳華僑城控股股份有限公司) (currently known as OCT Ltd.) and the chief financial officer of Shenzhen Bay Hotel (深圳灣大酒店) (currently known as “InterContinental Shenzhen (華僑城大酒店)” a subsidiary of OCT Ltd.). Mr. Lin holds a bachelor’s degree and a master’s degree in Accounting, and has obtained Certified Public Accountant and Senior Accountant title.
as a director joined the Group in 2013. He is the head of Strategic Development Department of OCT Ltd. He is also a director of Beijing Century Overseas Chinese Town Industrial Co. Ltd. (“Beijing OCT”, 北京世纪华侨城实业有限公司) (a subsidiary of OCT Ltd.), and a supervisor of Tianjin Overseas Chinese Town Industrial Co. Ltd (天津华侨城实业有限公司) and Tianjin Dong Li Hu Overseas Chinese Town Travel Investment Co. Ltd (天津东丽湖华侨城旅游投资有限公司). Mr. Zhou joined OCT Group in 1994 and had been the general manager of Planning Department and the head of Strategic Development Department of OCT Group. Mr. Zhou had also been appointed as the vice chairman of Shenzhen Bay Hotel (深圳湾大酒店) and the chairman of Taizhou Overseas Chinese Town Co., Ltd (泰州华侨城有限公司) (a subsidiary of OCT Ltd.). Mr. Zhou had also been the director and general manager of Shenzhen Window of the World Company Limited (深圳世界之窗有限公司), the general manager of Wuhan OCT Industrial Development Ltd (武汉华侨城实业发展有限公司) (a subsidiary of OCT Ltd.), the deputy general manager of Travel Department of OCT Ltd. and the general manager of Shenzhen Eastern Overseas Chinese Town Co Ltd (深圳东部华侨城有限公司) (a subsidiary of OCT Ltd.). Mr. Zhou obtained a master’s degree of industrial engineering and management from Huazhong University of Science and Technology in 1993. Mr. Zhou is a member of the Company's audit committee (the “Audit Committee”) and remuneration committee (the “Remuneration Committee”).
joined the Group in 2013. Mr. Lu is the managing director of Granton Asia Limited, whose principal businesses are investment and holding equities of overseas hotels and apartments. Mr. Lu is also the senior advisor of China Development Bank International Investment Limited (国开国际投资有限公 司) (formerly known as New Capital International Investment Limited), whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (stock code: 00066). Mr. Lu has been appointed as an independent non-executive director of China Development Bank International Investment Limited (国开国际投资有限公司) and as the senior advisor of Galaxy Entertainment Management Services Limited (银河娱乐企业管理有限公司) and the executive director and the vice-chairman of New City Development Group Limited (formerly known as New Rank City Development Limited), whose shares are listed on the Main Board of the Stock Exchange (stock code: 00456). Mr. Lu had also worked for Unisys China Limited and Shell China Hong Kong Co., Limited and held senior management positions at Hong Kong Telecommunications Limited and Granton Asia Limited. Mr. Lu has extensive experience in general management.
joined the Group in 2007. Ms. Wong holds a bachelor degree of arts from the University of Hong Kong and a post-graduate diploma in accounting and finance from the London School of Economics and Political Science. Ms. Wong is a fellow member of Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants and has more than 20 years of extensive experience in accounting, tax, auditing and business. Ms. Wong had worked in various international and local audit firms for more than seven years until she began to be in private practice as a Certified Public Accountant since 1993. Ms. Wong is also an independent non-executive director and chairman of the Audit Committee of three companies other than the Company listed on the Main Board of the Stock Exchange (including China Ruifeng Renewable Energy Holdings Limited (stock code: 00527), AVIC International Holdings Limited (stock code: 00161) and Yongsheng Advanced Materials Company Limited (stock code: 03608)). Ms. Wong has also been appointed as an independent non-executive director of Glory Flame Holdings Limited (a company listed on the Growth Enterprise Market (“GEM”) of the Stock Exchange, stock code: 08059). Ms. Wong is an executive director of JC Group Holdings Limited (a company listed on the GEM of the Stock Exchange, stock code: 08326). Meanwhile, Ms. Wong is also a non-executive director of Hin Sang Group (International) Holdings Co., Ltd (衍生集团（国际）控股有限公司) (a company listed on the Main Board of the Stock Exchange, stock code: 06893). Ms. Wong is the chairman of the Audit Committee and the Remuneration Committee and a member of the Nomination Committee of the Company.
joined the Group in 2009. Professor Lam is a professor of Management at the faculty of Business and Economics, the University of Hong Kong. Professor Lam is well known for his studies and researches in corporate strategy, organization development and operations management. He has published a number of academic papers and case analysis on the said topics. Before joining the University of Hong Kong, Professor Lam had worked as a management consultant and as a regional manager for a bank. He has gained extensive experience in the area of corporate governance, strategy development and corporate finance. Professor Lam is also the independent non-executive director of Kwan On Holdings Limited (listed on the GEM of the Stock Exchange, stock code: 08305), Chun Sing Engineering Holdings Limited (listed on the Main Board of the Stock Exchange, stock code: 02277), Beijing Enterprises Clean Energy Group Limited (listed on the Main Board of the Stock Exchange, stock code: 01250), Sinomax Group Limited (listed on the Main Board of the Stock Exchange, stock code: 01418), King Force Security Holdings Limited (listed on the GEM of the Stock Exchange, stock code: 08315) and Glory Flame Holdings Limited (listed on the GEM of the Stock Exchange, stock code: 08059). Professor Lam is the member of the Audit Committee, the Remuneration Committee and the Nomination Committee of the Company.
1.1 This Policy aims to set out the provisions with the objective of ensuring that the Company’s shareholders, both individual and institutional (collectively, “Shareholders”), and, in appropriate circumstances, the investment community at large, are provided with ready, equal and timely access to balanced and understandable information about the Company (including its financial performance, strategic goals and plans, material developments, governance and risk profile), in order to enable Shareholders to exercise their rights in an informed manner, and to allow Shareholders and the investment community to engage actively with the Company.
1.2 For the purpose of this Policy, references to the investment community is intended to include the Company’s potential investors as well as analysts reporting and analyzing the Company’s performance.
2. General Policy
2.1 The board of Directors (the “Board”) shall maintain an on-going dialogue with Shareholders and the investment community, and will regularly review this Policy to ensure its effectiveness.
2.2 Information shall be communicated to Shareholders and the investment community mainly through the Company’s financial reports (interim and annual reports), annual general meetings and other general meetings that may be convened, as well as by making available all the disclosures submitted to The Stock Exchange of Hong Kong Limited (“SEHK”) and its corporate communications and other corporate publications on the Company website.
2.3 Effective and timely dissemination of information to Shareholders and the investment community shall be ensured at all times. Any question regarding this Policy shall be directed to the Company Secretary.
3. Communication Strategies
3.1 Shareholders should direct their questions about their shareholdings to the Company’s Registrar.
3.2 Shareholders and the investment community may at any time make a request for the Company’s information to the extent such information is publicly available.
3.3 Shareholders and the investment community shall be provided with designated contacts, email addresses and enquiry lines of the Company in order to enable them to make any query in respect of the Company.
Corporate Communication *
3.4 Corporate communication will be provided to Shareholders in plain language and in both English and Chinese versions to facilitate Shareholders’ understanding. Shareholders have the right to choose the language (either English or Chinese) or means of receipt of the corporate communications (in hard copy or through electronic means).
3.5 Shareholders are encouraged to provide, amongst other things, in particular, their email addresses to the Company in order to facilitate timely and effective communications.
3.7 Information released by the Company to SEHK is also posted on the Company website immediately thereafter. Such information includes financial statements, results announcements, circulars and notices of general meetings and associated explanatory documents etc.
3.8 All presentation materials provided in conjunction with the Company’s annual general meeting and results announcement each year will be made available on the Company website as soon as practicable after their release.
3.9 All press releases, newsletters, market consultations, submissions and tender notices etc. issued by the Company or its subsidiaries will be made available on the Company website.
3.10 Shareholders are encouraged to participate in general meetings or to appoint proxies to attend and vote at meetings for and on their behalf if they are unable to attend the meetings.
3.11 Appropriate arrangements for the annual general meetings shall be in place to encourage Shareholders’ participation.
3.12 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.
3.13 Board members, in particular, either the chairmen or deputy chairmen of Board committees or their delegates, appropriate management executives and external auditors will attend annual general meetings to answer Shareholders’ questions.
3.14 Shareholders are encouraged to attend shareholders’ activities organised by the Company, where information about the Company, including its latest strategic plan, products and services etc. will be communicated.
Investment Market Communications
3.15 Investor/analysts briefings and one-on-one meetings, roadshows (both domestic and international), media interviews, marketing activities for investors and specialist industry forums etc. will be available on a regular basis in order to facilitate communication between the Company, Shareholders and the investment community.
4. Shareholder Privacy
4.1 The Company recognises the importance of Shareholders’ privacy and will not disclose Shareholders’ information without their consent, unless required by law to do so.
* Corporate Communication refers to any document issued or to be issued by the Company for the information or action of holders of any of its securities, including, but not limited to, the directors’ report and annual accounts together with a copy of the auditor’s report, the interim report, a notice of meeting, a circular and a proxy form.
(This document is originally prepared in Chinese. In case of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.)
Procedures for Shareholders to propose a person for election as a Director
The procedures for shareholders of the Company (the “Shareholders”) to propose a person for election as a director of the Company (the “Director”) are set out below.
-The Shareholder shall be duly registered in the principal register or any branch register of Shareholders of the Company as holder for the time being of any share in the share capital of the Company.
-The following shall be lodged at the head office and principal place of business of the Company at Suites 3203-3204, Tower 6, The Gateway, Harbour City, Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong or at the Hong Kong branch share registrar and transfer office of the Company at Computershare Hong Kong Investor Services Limited, Shops 1712-16, 17/F Hopewell Centre, 183 Queen’s Road East, Hong Kong:
-a notice in writing by the Shareholder indicating the intention to propose a person for election as a Director; and
-A notice in writing by the person proposed by the Shareholder for election as a Director indicating his/her willingness to be elected.
-The minimum length of the period, during which such notices may be given, will be at least 7 days.
-The period for lodgment of such notices 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 7 days prior to the date of such general meeting.
Listed Date 02 Nov 2005
Suites 3203-3204, Tower 6,
The Gateway, Harbour City,
Canton Road, Tsim Sha Tsui,
Kowloon, Hong Kong
Telephone (86) 0755-26935118
Facsimile (852) 2380 9066