16 May 2021,
  • HSI:
    28,231.04 217.23 (0.78%)
    HSCI:
    10,508.76 77.21 (0.74%)
    HKSPLC25:
    41,632.17 447.98 (1.09%)
    HKSPGEM:
    100.08 -4.05 (-3.89%)
  • HSCEI:
    10,506.00 74.45 (0.71%)
    HSCCI:
    4,076.94 -37.17 (-0.90%)
    HSFML25:
    9,425.85 16.69 (0.18%)
    H-FIN:
    16,377.71 -105.98 (-0.64%)
HSCI 10,508.8 77.2
HKSPLC25 41,632.2 448.0
HKSPGEM 100.1 -4.1
HSCEI 10,506.0 74.5
HSCCI 4,076.9 -37.2
HSFML25 9,425.9 16.7
H-FIN 16,377.7 -106.0
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China Oriental Group Company Limited (00581.HK)

Metal
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Listed on the main board of the Hong Kong Stock Exchange on 2 March 2004, the Company is one of the PRC's most efficient iron and steel producers. In December 2007, ArcelorMittal, the world's largest steel giant, became the strategic partner and the substantial shareholder of the Company. The Group's products are mainly sold domestically, with its major customers based in Northern China...
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Mr. Han Jingyuan (Chairman and Chief Executive Officer) -

Mr. Han Jingyuan, aged 64, is the Chairman and Chief Executive Officer of the Company (appointed on 13 November 2003), and also serves as a director of certain subsidiaries of the Company. Mr. Han is the chairman of the nomination committee and member of the remuneration committee of the Company. Mr. Han graduated from the Renmin University of China in 1994 with a degree in management. Mr. Han began his career in Metallurgy in 1984 when he was a deputy mine manager and mine manager of Han’erzhuang Iron Mine. He has in-depth industry knowledge and 35 years of extensive operational and managerial experience in the iron and steel industry. In January 2020, Mr. Han was awarded “The First China Financial and Economic Forum and 70th Anniversary of the Founding of the People’s Republic of China’s 70 Figures with Economic Merits*” (首屆中國金融經濟論 壇暨建國70年70位經濟功勳人物). In addition, Mr. Han was also awarded the honorary title of “No. 6 in Forbes China Best CEO List 2018”, “Top Ten News Figures in China’s Reform*” (中國改革 十大新聞人物), “Top Ten Enterprise Management Innovator in China*” (全國十大企業管理創新人物), “Outstanding Integrity Entrepreneur in China*” (全國優秀誠信企業家), “China Charity Outstanding Contribution Award*” (中華慈善事業突出貢獻獎). Mr. Han is the vice chairman of the China Chamber of Commerce for Metallurgical Enterprises (全聯冶金商會), the council member of China Enterprise Confederation, the honorary chairman of Hong Kong Tong San Chamber of Commerce. Mr. Han was also the 9th and 11th representative of the People’s Congress of Hebei Province, the PRC and 8th representative of the Communist Party of Hebei Province. Mr. Han is a director and the controlling shareholder of Wellbeing Holdings Limited, the controlling shareholder of the Company. Mr. Han Jingyuan is the father of Mr. Han Li, the Executive Director and Chief Financial Officer of the Company.

Mr. Zhu Jun -

Mr. Zhu Jun, aged 57, is an Executive Director of the Company (appointed on 23 December 2003), and also serves as a director of certain subsidiaries of the Company. Mr. Zhu graduated in 2001 from a graduate programme of the Party School of Hebei Provincial Committee of C.P.C with a diploma in management. He joined Jinxi Iron Factory in 1992 and later served as deputy director and general manager. Mr. Zhu has 27 years of working experience in the iron and steel industry. Mr. Zhu is a director and minority shareholder of Wellbeing Holdings Limited, the controlling shareholder of the Company.

Mr. Zhu ceased as the Chief Operating Officer of the Company on 1 January 2021.

Mr. Shen Xiaoling -

Mr. Shen Xiaoling, aged 60, is an Executive Director of the Company (appointed on 1 July 2005), and also serves as a director of certain subsidiaries of the Company. Mr. Shen obtained a diploma in management from the Party School of Hebei Provincial Committee of C.P.C in 2001. Before joining the Group, Mr. Shen was the head of China Construction Bank Luanxian Sub-branch, and had 5 years of experience acting as the head of China Construction Bank Qianxi Sub-branch and more than 6 years of experience as the deputy head of Bank of China Qianxi Sub-branch. Mr. Shen was the deputy general manager of Jinxi Limited during the period of January 2002 to October 2015. Mr. Shen is a director and minority shareholder of Wellbeing Holdings Limited, the controlling shareholder of the Company.

Mr. Zhu Hao -

Mr. Zhu Hao, aged 54, is a Non-executive Director of the Company (re-designated on 1 July 2020). Mr. Zhu graduated at Tianjin Nankai University and obtained his master degree in accounting from the University of New South Wales in Australia. Mr. Zhu is a senior economist in China. Mr. Zhu acted as an Executive Director of the Company from 21 November 2007 to 30 June 2020.

Mr. Han Li (Chief Financial Officer) -

Mr. Han Li, aged 33, is an Executive Director (appointed on 7 February 2012) and Chief Financial Officer of the Company. Mr. Han joined the Group in 2009 as the assistant to the financial controller of the Company. He was the executive assistant to Chief Executive Officer of the Company and also currently serves as a director of certain subsidiaries of the Company. He also assists the Chief Executive Officer of the Company managing the daily operations of the Group. Mr. Han was the 12th and 13th representative of the People’s Congress of Hebei Province, the PRC, the vice chairman of the 11th Committee of Hebei Youth Federation and 17th representative of the People’s Congress of the Communist Youth League of China. He was awarded “Enterprise Brand Special Contribution Character*” (企業品牌建 設特殊貢獻人物) and “The Harmonious China 2012 Influential People’s Award — Top Ten Innovator in Energy Conservation and Environmental Protection in China*” (和諧中國2012年度影響力 人物 — 中國節能環保領域十大創新標兵), “Outstanding Entrepreneur in Hebei*” (河北傑出企業家), “New Era Ji Youth Star May Fourth Special Award*” (新時代冀青之星五四特別獎). Mr. Han Li is the son of Mr. Han Jingyuan, the Chairman and Chief Executive Officer of the Company, as well as the substantial shareholder within the meaning of Part XV of the SFO (holding approximately 36.33% of the issued shares of the Company as at 31 December 2020) of the Company.

Mr. Han Li is the chairman, a director and a substantial shareholder of Jiangsu Shentong Valve Company Limited, which is listed on the SME board of the Shenzhen Stock Exchange (“SSE”) (the SME Board of the SSE was merged with Main Board of the SSE on 6 April 2021) since 26 July 2019.

Mr. Ondra Otradovec -

Mr. Ondra Otradovec, aged 52, is a Non-executive Director of the Company (re-appointed on 16 January 2015). Mr. Otradovec graduated from State University of New York in Stony Brook with a bachelor’s degree in finance. Mr. Otradovec is the global head of mergers & acquisitions at ArcelorMittal (a substantial shareholder of the Company). Previously he worked at HSBC Investment Bank and was responsible for corporate finance transactions in emerging markets. Since joining in 2003, Mr. Otradovec has been involved in mergers & acquisitions at ArcelorMittal and has completed a large number of acquisitions, mergers and divestments undertaken by the company. Mr. Otradovec was involved in the merger of Mittal Steel with Arcelor as well as many other major transactions including acquisitions in Europe, US, South America and Asia, including Hunan Valin Iron and Steel Group Co., Ltd. in China (he served as a director of Valin Steel). He was also in charge of acquisitions of ThyssenKrupp Steel plant in Calvert, USA, Votorantim Steel in Brazil and ILVA in Italy. Mr. Otradovec acted as a Non-executive Director of the Company from 2 January 2009 to 15 July 2013.

Mr. Wong Man Chung, Francis -

Mr. Wong Man Chung, Francis, aged 56, is an Independent Non-executive Director of the Company (appointed on 25 August 2004). He is the chairman of the audit committee and remuneration committee and member of the nomination committee of the Company. He is a highly experienced certified public accountant (practising) and has over 32 years of experience in auditing, taxation, corporate internal control and governance, acquisition and financial advisory, corporate restructuring and liquidation, family trust and wealth management. Mr. Wong is an independent non-executive director of Digital China Holdings Limited, Wai Kee Holdings Limited, Integrated Waste Solutions Group Holdings Limited, Greenheart Group Limited, GCL-Poly Energy Holdings Limited, Hilong Holding Limited, Qeeka Home (Cayman) Inc., IntelliCentrics Global Holdings Ltd. and Shanghai Dongzheng Automotive Finance Co., Ltd., all of which are listed companies on the Stock Exchange. He was an independent nonexecutive director of Kunming Dianchi Water Treatment Co., Ltd. from June 2016 to August 2018 and China New Higher Education Group Limited from March 2017 to December 2019, all of which are listed companies on the Stock Exchange. Mr. Wong is the founding director and member of Francis M. C. Wong Charitable Foundation Limited, a charitable institution. Mr. Wong is also the non-executive chairman of Union Alpha C.P.A. Limited and nonexecutive director of Union Alpha CAAP Certified Public Accountants Limited. Previously, Mr. Wong worked for KPMG, an international accounting firm for 6 years and the Hong Kong Securities Clearing Company Limited for 2 years. Mr. Wong is a fellow member of The Association of Chartered Certified Accountants, Institute of Chartered Accountants in England and Wales, The Society of Chinese Accountants and Auditors and Hong Kong Institute of Certified Public Accountants and a certified tax adviser of the Taxation Institute of Hong Kong. Mr. Wong holds a master degree in management (管理學碩士) conferred by Guangzhou Jinan University (廣州暨南大學), the PRC.

Mr. Wang Tianyi -

Mr. Wang Tianyi, aged 74, is an Independent Non-executive Director of the Company (appointed on 7 February 2012). He is member of the audit committee, nomination committee and remuneration committee of the Company. He is currently the supervisor of expert committee of The Chinese Society For Metals. Mr. Wang has over 47 years of extensive experience in the steel industry. Mr. Wang studied metallurgical machinery in Beijing Institute of Iron and Steel Engineering (北京鋼鐵學院) (now known as University of Science and Technology of Beijing 北京科 技大學) from 1965 and graduated in 1970. He then worked at Handan Iron and Steel Group Company Limited (邯鄲鋼鐵集團有 限責任公司) (“Handan IS Group”) from 1970 to 1995 and held various management and professional positions, including the position of a technician, deputy factory manager and executive deputy general manager. From 1995 to 2008, Mr. Wang was redesignated and worked at Tangshan Iron and Steel Group Company Limited (唐山鋼鐵集團有限責任公司) (“Tangshan IS Group”) as the chairman and managing director. From 2005 to 2011, he was also the deputy chairman and managing director of Shougang Jingtang Iron and Steel Company Limited (首鋼京唐鋼 鐵聯合有限責任公司). From July 2008 to August 2011, he acted as the vice chairman of Hebei Iron and Steel Group Company Limited (河北鋼鐵集團有限責任公司) (“HBIS Group”). HBIS Group was established after the merger of Tangshan IS Group and Handan IS Group on 30 June 2008.

Mr. Yu Lifeng -

Mr. Yu Lifeng, aged 44, is the deputy chairman, legal representative and general manager of Jinxi Limited. Mr. Yu began his career in 1995 when he was employed as the sales supervisor of Han’erzhuang Iron Mine, and joined the Group in 1996. Mr. Yu has been awarded the honorary titles of “Hebei Provincial Government — Quality Award (Individual)” (「河北省政 府質量獎」個人獎), “The 10th Most Entrepreneur Concern In Hebei Province” (河北省第十屆最受關注企業家), “The Ten Best Newsmaker of 2018 China Era and Mainland China Appraisal Campaign” (2018中國時代風采

Mr. Yu Jianshui -

Mr. Yu Jianshui, aged 53, is the deputy general manager of Jinxi Limited. He was the general manager of Hebei Jinxi Iron and Steel Group Special Steel Company Limited and Hebei Jinxi Iron and Steel Group Zhengda Iron and Steel Company Limited. Mr. Yu was graduated at Hebei Polytechnic University in steel metallurgy and obtained a MBA from University of Northern Virginia in June 2009. He joined the Group after graduation until May 2005 and was employed as the deputy general executive manager of Shanxi Province Xiaoyi City Chengcai Iron and Steel Company in May 2005. He then re-joined the Group in April 2006. He has been awarded “County Technological Selected Talent” (縣科技拔尖人 才), “Ten Outstanding Youths in the County” (縣十大傑出青年), “Outstanding Youth in Post of Tangshan City” (唐山市青年崗位能 手), “Workers’ Model in Hebei Province” (河北省勞動模範), “The First Class Honour of Technological Improvement in Tangshan City” (唐山市科技進步一等獎), “The Third Class Honour of Technological Improvement in Hebei Province” (河北省科技進步 三等獎).

Mr. Lam Pak Kan -

Mr. Lam Pak Kan, aged 41, is the financial controller and company secretary of the Company since 30 December 2015. Mr. Lam graduated from the Hong Kong University of Science and Technology with a bachelor’s degree of Business Administration in Accounting in 2001. Mr. Lam has over 20 years experience in auditing, financial management, strategic management, corporate finance, corporate governance and investor relations with accounting firm, asset management company and listed companies. Mr. Lam is a member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants. He is also a Chartered Financial Analyst (CFA) charterholder.

Mr. Wang Bing -

Mr. Wang Bing, aged 55, is an Independent Non-executive Director of the Company (appointed on 15 July 2016). He is member of the audit committee, nomination committee and remuneration committee of the Company. Mr. Wang graduated from Peking University with a bachelor’s degree in Law in 1986 and obtained a doctor’s degree in International Law from the Research Institute of Hiroshima University in 1995. Mr. Wang has over 25 years of experience in practicing law. In 1986, Mr. Wang joined Ministry of Human Resources and Social Security of the People’s Republic of China, then worked for the Policy Research Office. He worked at Zhong Lun Law Firm from July 1995 to May 1998. Mr. Wang joined Beijing W&H Law Firm since May 1998 and currently, he is the senior partner of Beijing W&H Law Firm. Mr. Wang is qualified to practice law in the PRC. Mr. Wang was once the independent director of Shanxi Lanhua Sci-tech Venture Company Limited (listed on the Shanghai Stock Exchange) from May 2003 to May 2009 and Fujian Guanhong Holding Company Limited from May 2009 to May 2011. He is currently an independent director of Shanxi Tianji Coal Chemical Group Company Limited since May 2008 and Shangdong SINO-AGRI United Biotechnology Company Limited since January 2016. In addition, Mr. Wang acted as an external director of Beijing Fashion Holdings Company Limited, which is a wholly-owned company of State-owned Assets Supervision and Administration Commission of People’s Government of Beijing Municipality, since February 2015.

Mr. Sanjay Sharma -

Mr. Sanjay Sharma, aged 49, is an Executive Director of the Company (appointed on 30 September 2019). He is the vice president of ArcelorMittal (a substantial shareholder of the Company) and serves as chief executive officer — China and vice president of business development — S.E. Asia & India of ArcelorMittal. Mr. Sharma joined ArcelorMittal in 2001 and was part of the first team on the ground to build ArcelorMittal’s China operations from its early stages. Mr. Sharma served in multiple leadership roles in the China joint ventures of ArcelorMittal, including the chief executive officer for Valin ArcelorMittal Automotive Steel Co., Ltd. from March 2013 to September 2015, the chief operation officer at Hunan Valin Steel Co., Ltd. (listed on Shenzhen Stock Exchange, “Valin Steel”) from October 2011 to September 2016 and a director of Valin Steel from December 2014 to September 2016. Prior to his roles in Valin Steel, he was the general manager of mergers and acquisitions in the ArcelorMittal corporate team. In his recent role of CEO — China & India he worked as a core team member in building large industrial footprint for ArcelorMittal in India through acquisition of Essar Steel with transaction value of over USD8 billion. Mr. Sharma has worked earlier with McKinsey & Company and Steel Authority of India Limited. Mr. Sharma holds a MBA from INSEAD in France and a B. E. (Honours), Metallurgical Engineering from the Indian Institute of Technology Roorkee. He is an alumnus of Harvard Business School’s Advance Management Programme.

Dr. Tse Cho Che, Edward -

Dr. Tse Cho Che, Edward, aged 64, is an Independent Nonexecutive Director of the Company (appointed on 7 November 2019). Dr. Tse holds a bachelor’s degree and a master’s degree in civil engineering from the Massachusetts Institute of Technology, the United States and a master of business administration as well as a Ph.D. in civil engineering from the University of California, Berkeley, the United States. Dr. Tse is an independent non-executive director of China Travel International Investment Hong Kong Limited (listed on the Stock Exchange) and was an independent non-executive director of Shanghai Pharmaceuticals Holding Co., Ltd. (listed on the Stock Exchange and the Shanghai Stock Exchange) from June 2013 to June 2019. Dr. Tse has engaged in management consultancy and corporate senior management for over 30 years, with extensive experience and expertise in definition and implementation of corporate transformation, establishment of organizations, business strategy and overseas expansion. He holds the position of chairman in Gao Feng Advisory Company since April 2014. He was the chairman in Greater China region of Booz & Company, an independent director of Baoshan Iron & Steel Co., Ltd. (listed on the Shanghai Stock Exchange) from May 2006 to April 2012, outside director of Shanghai Automotive Industry Corporation (Group), executive vice president of corporate planning and development division and managing director of Greater China region of Cable & Wireless HKT Limited, a non-official member of the Strategy Development Commission and a part-time member of the Central Policy Unit of the Hong Kong Special Administrative Region Government and managing partner of Greater China region of the Boston Consulting Group, etc..

The Company is committed to sound corporate governance practices designed to promote greater transparency, investor confidence and the ongoing development of the Company and its subsidiaries (the "Group"), having always as its ultimate objective, the best long term interest of the Group and the enhancement of value for all shareholders. The Company also believes that sound corporate governance practices benefit the Group's employees and the community in which the Group operates.
 
BOARD OF DIRECTORS (THE "BOARD")
Executive Directors
     . Mr. Han Jingyuan (Chairman and Chief Executive Officer)
     . Mr. Zhu Jun (Executive Deputy General Manager and Chief Operating Officer)
     . Mr. Shen Xiaoling
     . Mr. Han Li (Deputy General Manager and Chief Financial Officer)
Non-Executive Directors
     . Mr. Ondra Otradovec
     . Mr. Zhu Hao
Independent Non-Executive Directors
     . Mr. Wong Man Chung, Francis
     . Mr. Wang Tianyi
     . Mr. Wang Bing
     .Dr. Tse Cho Che, Edward
The composition of the Board is reviewed regularly to ensure that it has a good balance of expertise, skills and experience, which can meet the requirements of the business of the Group.

There is a clear division of responsibilities between the Board and the management. The Board is responsible for providing high-level guidance and effective oversight of the management while day-today management of the Group is delegated to the management team of each respective subsidiary. Generally speaking, the Board is responsible for:
     . Formulating the Group's long-term strategy and monitoring the implementation thereof;
     . Approval of dividends;
     . Reviewing and approving the interim and annual reports;
     . Ensuing good corporate governance and compliance;
     . Monitoring the performance of the management;
     . Reviewing and approving any material acquisition and disposal of assets and other material ransactions.
To the best knowledge of the Directors, there is no financial, business, family relationship among the Directors. All of them are free to exercise their independent judgment.

Independent Non-Executive Directors

Pursuant to Rules 3.10(1) and 3.10(2) of the Listing Rules, the Company has appointed three Independent Non-Executive Directors of whom Mr. Wong Man Chung, Francis has appropriate professional qualifications and experience in financial matters.

The Company has received, from each of the Independent Non-Executive Directors, an annual confirmation of their independence pursuant to Rule 3.13 of the Listing Rules. The Company considers all of the Independent Non-Executive Directors to be independent.
 
Board Committees
As an integral part of sound corporate governance, the Board has established the following committees whose authorities and functions, compositions and duties are set out below:

Audit Committee


The Audit Committee has been established since 2005. It comprises three Independent Non-Executive Directors during the year under review in compliance with Rules 3.21 of the Listing Rules. The Audit Committee's term of reference includes those specific duties as set out in the code provision C.3.3 of the CG Code. Pursuant to its term of reference, the Audit Committee is required, amongst other things, to consider and recommend to the Board the appointment, re-appointment and removal of the external auditors and to approve their remuneration, to review the interim and annual financial statements, to review the Group's financial controls, internal controls and risk management system including the adequacy of resources, qualification and experience of staff of the accounting and financial reporting function and their training programmes and budget, and to consider any findings of major investigation of internal control matters as delegated by the Board or on its own initiative and management's response. The Audit Committee should meet at least twice each year and when the need arises.

Member of Audit Committee

     .Mr. Wong Man Chung, Francis (Chairman)
     .Mr. Wang Tianyi
     .Mr. Wang Bing
Terms of Reference

Remuneration Committee

Pursuant to Code Provision B.1.1 of the CG Code, a majority of the members of the Remuneration Committee should be Independent Non-Executive Directors. Currently, the Remuneration Committee consists of the Chairman of the Company and three Independent Non-Executive Directors.

The Remuneration Committee's term of reference includes those specific duties as set out in the Code Provision B.1.3 of the CG Code. Pursuant to its term of reference, the Remuneration Committee is required, amongst other things, to review and recommend to the Board the compensation packages of the Executive Directors, Non-Executive Directors and senior management, to review and approve performance based remuneration by reference to corporate goals and objectives resolved by the Board from time to time; to review and approve the compensation payable to Executive Directors, Non-Executive Directors and senior management in connection with any loss or termination of their office or appointment to ensure that such compensation is determined in accordance with relevant contractual terms and that such compensation is otherwise fair and not excessive for the Company; and to ensure that no Director is involved in deciding his/her own remuneration. The Remuneration Committee should meet at least once a year and when the need arises.

Member of Remuneration Committee



     .Mr. Wong Man Chung, Francis (Chairman)
     .Mr. Han Jingyuan
     .Mr. Wang Tianyi
     .Mr. Wang Bing
Terms of Reference

 
INTERNAL CONTROLS
The Board recognizes that constant changes taking place in the business environment call for periodical reviews of the system of internal controls. Well-managed internal controls enable effective and efficient operations, ensure the reliability of internal and external reporting and assist in the compliance with applicable laws and regulations.

The Board recognizes that it has overall responsibility for the Group's system of internal controls and for reviewing its effectiveness. Pursuant to the Group's framework, senior management is primarily responsible for designing and implementing the policies and procedures of the internal controls, which the Board and the Audit Committee oversee the actions of senior management and monitor the effectiveness of the controls previously established.

The Company's internal audit function is performed by Internal Audit Department which reports to the Chief Operating Officer and the Chief Financial Officer and has direct access to the Chairman of the Audit Committee. The Chief Operating Officer and the Chief Financial Officer report directly to Chief Executive Officer. The internal audit functions include (i) review and report on internal and operational controls, (ii) follow-up on the suggestion made by external auditors, (iii) ongoing monitoring and reviews on different operating cycles; and (iv) special review of areas of concern identified by senior management.

However, internal control can only provide reasonable but not absolute assurance against errors or deliberate attempt to defraud the Company. The Board and the Audit Committee confirms to closely monitor the efficiency and effectiveness of the system of internal control of the Group. Periodical meetings will be held and guidance notes and training will be issued and provided to the senior management where appropriate, to ensure an efficient and effective system of internal control is in place.
 
COMMUNICATION WITH SHAREHOLDERS
The Board recognizes the importance of good communication with shareholders. Information in relation to the Group is disseminated to shareholders in a timely manner through a number of formal channels, which include interim and annual reports, announcements and circular.

The general meeting of the Company provides a forum for exchange of views between the shareholders and the Board. The Chairman of the Board, the Directors and senior management of the Group and where applicable, the Directors (including Independent Non-Executive Directors) are available to answer questions at the Shareholders' Meeting.
 
 
 

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COMPANY INFORMATION

Listed Date 02 Mar 2004

Address Suites 901-2 & 10,
9/F, Great Eagle Centre,
23 Harbour Road,
Wanchai, Hong Kong

Telephone (852) 2511 1369

Facsimile (852) 2511 1301

Email webmaster
@chinaorientalgroup.com

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