Corporate Governance

Overview

Corporate Governance

The Group recognises the importance of good corporate governance practices in directing and guiding the Group using professional and ethical business practices. Our capable Board of Directors (the “Board”), effective risk management and internal control systems, and dedication to accountability and transparency with our shareholders are core elements of our governance principles. We aim at achieving sustainable business development by taking into account the interests of our stakeholders while ensuring that our business is conducted in compliance with all applicable legal and regulatory requirements.

Our Board is responsible for the success and sustainable development of the Group. The Board provides direction and gives approval on matters concerning the Company’s business strategies, policies and plans, while the day-to-day business operations are delegated to the executive directors of the Company.

In order to oversee various aspects of the Company’s affairs, the Board has established three Board Committees, namely, the Audit Committee, the Remuneration Committee and the Nomination Committee.

Board of Directors

The Board of Directors

The members of the Board of Directors of the Company are set out below:

Executive Director

Mr. SUN Lei (Chairman and Chief Executive Officer)

Mr. SUN, aged 55, was appointed as an executive director and the chief executive officer of the Company on 24 December 2018, and as the chairman of the Company on 1 September 2023. Mr. SUN is also (i) an executive director and responsible officer of Target Capital Management Limited (“TCM”), a wholly-owned subsidiary of the Company and a licensed corporation under the Securities and Futures Ordinance (“SFO”) to carry out type 1 (dealing in securities), type 4 (advising on securities) and type 9 (asset management) regulated activities; (ii) a non-executive director of Bison Corporate Finance Limited, a wholly-owned subsidiary of the Company and a licensed corporation to carry out type 6 (advising on corporate finance) regulated activity under the SFO and (iii) a director of certain subsidiaries of the Company.

Prior to joining TCM, Mr. SUN had worked at Huatai Financial Holdings (Hong Kong) Limited as an executive director in corporate coverage from March 2014 to September 2015 and BOCI Securities Limited as a director from March 2011 to February 2014. With experience for over 21 years in the financial industry, he has extensive experience in various aspects such as corporate finance, fixed income and bond issuing. Prior to stepping into the financial industry, Mr. SUN had been working on environmental engineering, overseas corporate financing, futures and project budgeting.

Mr. SUN obtained a bachelor of engineering from China University of Mining and Technology in July 1990.

Mr. ZHU Dong (Chief Financial Officer)

Mr. ZHU, aged 51, was appointed as an executive director and the chief financial officer of the Company on 13 December 2017. He is also the chief financial officer of Target Capital Management Limited, and a non-executive director and chief financial officer of Bison Corporate Finance Limited, both are wholly-owned subsidiaries of the Company, and a director of certain subsidiaries of the Company. He has more than 29 years of experience in accounting, corporate finance and advisory services.

Independent Non-Executive Directors

Mr. CHEN Yigong

Mr. CHEN, aged 54, was appointed as an independent non-executive director of the Company on 21 November 2017. He is the chairman of the nomination committee of the Company and a member of the audit committee and the remuneration committee of the Company. He is currently a partner in PacGate Law Group, a law firm in the PRC. Mr. CHEN obtained a bachelor degree in biochemistry in the Peking University, the PRC in 1992, and he obtained a degree of juris doctor in the University of Iowa, the United States of America in 1998.

Mr. CHEN is currently an independent director of Ambow Education Holding Ltd. (a company listed on the New York Stock Exchange (American depositary shares) (Symbol: AMBO)) since March 2013.

Ms. LI Tsz Ying

Ms. LI, aged 41, was appointed as an independent non-executive director of the Company on 18 August 2026. She is the chairman of the audit committee of the Company and a member of each of the nomination committee and the remuneration committee of the Company. Ms. LI has approximately 20 years of experience in auditing, accounting, financial and management reporting, tax, internal control and regulatory compliance, and capital market services to listed companies and listing applicants of initial public offerings on The Stock Exchange of Hong Kong Limited. Ms. LI has been a member of the Hong Kong Institute of Certified Public Accountants and a certified public accountant in Hong Kong since January 2010. Ms. LI obtained a Bachelor of Arts in Accountancy from The Hong Kong Polytechnic University in December 2006.

Ms. LI is currently the chief financial officer and company secretary of E I L Company Limited, an engineering solutions provider and distributor of electronic components and sensors, since January 2019. Prior to joining E I L Company Limited, she worked at PricewaterhouseCoopers Limited from September 2006 to January 2019, with her last position as a senior manager of the Capital Markets Accounting Advisory Service Section of the Assurance Practice.