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Corporate Governance

Board of Directors Members

Mr. YANG Yucheng, Chinese


Mr. YANG Yucheng has been the chairman of the Company since December 2023 and the secretary of Party Committee of the Company since August 2023. Mr. Yang served as deputy secretary of the Party Committee of Shenwan Hongyuan Group Co., Ltd. (a company listed on the Shenzhen Stock Exchange, Stock Code: 000166; a company listed on The Stock Exchange of Hong Kong Limited, Stock Code: 06806) and Shenwan Hongyuan Securities Co., Ltd., executive director and general manager of Shenwan Hongyuan Securities Co., Ltd. from May 2019 to August 2023. From December 2014 to May 2019, he served as a member of the Party Committee of Shenwan Hongyuan Group Co., Ltd. and Shenwan Hongyuan Securities Co., Ltd., chairman of the board of supervisors of Shenwan Hongyuan Group Co., Ltd.. From May 2008 to December 2014, Mr. Yang successively served as a member of the Party Committee, secretary of the commission for discipline inspection, deputy general manager and chairman of the board of supervisors of Hongyuan Securities Co., Ltd.. Prior to that, Mr. Yang served as principal staff member of the State-owned Assets Administration Bureau, assistant to the special inspector of the State Council, full-time supervisor of the board of supervisors in state[1]owned enterprises under Work Committee of Central Enterprises of the Communist Party of China (中共中央企業工作委員會), director of the comprehensive affairs department of China Netcom Corporation Limited (中國網絡通信有限公司), office head and assistant to president of China Economic and Technology Investment and Guaranty Co., Ltd. (中國經濟技術投資擔保有限公司), etc. Mr. Yang obtained a master’s degree in economics from Renmin University of China in January 2000.


Mr. ZHANG Hong, Chinese

 

Mr. ZHANG Hong has been the president of the Company since April 2023. Mr. Zhang has been the executive director of the Company since June 2021, and deputy secretary of Party Committee (principal level) of the Company since September 2019. Mr. Zhang is also the chairman of the board of directors of New China Life Excellent Health Investment Management Co., Ltd. and director of Asset Management Company. Mr. Zhang served as the vice president (principal level) of the Company from June 2021 to April 2023, and he served as the executive director, president, chairman of the board of supervisors of China Reinsurance (Group) Corporation (a company listed on The Stock Exchange of Hong Kong Limited, stock code: 01508), the chairman of the board of directors of China Life Reinsurance Company Ltd., general manager and chairman of the board of directors of China Property & Casualty Reinsurance Company Ltd., director of China Continent Property & Casualty Insurance Company Ltd. and China Reinsurance Asset Management Co., Ltd., chairman of China Nuclear Insurance Pool. Mr. Zhang once worked in the People’s Insurance Company of China and China Insurance (UK) Co., Ltd.. Mr. Zhang obtained a bachelor’s degree of arts in English from University of International Relations and was accredited as an economist.


Mr. YANG Yi, Chinese

 

Mr. YANG Yi has been the non-executive director of the Company since July 2018 and director of Asset Management Company since December 2020. Mr. Yang is currently working as deputy head of office of directly-managing enterprises/equity management department II and managing director in Huijin. Mr. Yang successively served as project manager of insurance department and manager of insurance department/ comprehensive department in Sinochem Group Co., Ltd., manager of investment management department, assistant to general manager and manager of investment management department, deputy general manager and member of Party Committee in Sinochem Finance Co., Ltd. from March 2001 to June 2018, during which Mr. Yang also worked as director of Manulife-Sinochem Life Insurance Co., Ltd. and Jiangtai Insurance Brokers Co., Ltd. Mr. Yang is a fellow member of China Association of Actuaries and a fellow member of Life Office Management Association of the United States. Mr. Yang obtained a master’s degree in economics from Nankai University in 1998 and a master’s degree in economics from Hong Kong University of Science and Technology in 2000.

 

Mr. HE Xingda, Chinese

 

Mr. HE Xingda has been the non-executive director of the Company since October 2021 and director of Asset Management Company since November 2023. Mr. He is currently working as managing director in Huijin. Mr. He joined Huijin in July 2005, and successively worked as deputy senior manager of banking department and senior manager of banking management department I of Huijin, senior manager and head of asset management group I of Central Huijin Asset Management Ltd. (“Huijin Asset Management”), senior manager and head of asset management division of capital operation department of Huijin/Huijin Asset Management. Mr. He obtained his master’s degree in accounting from Tsinghua University in July 2005.

 

Ms. YANG Xue, Chinese

 

Ms. YANG Xue has been the non-executive director of the Company since October 2021. Ms. Yang is currently working as managing director in Huijin. Ms. Yang joined CIC in December 2010, and successively worked as deputy senior manager, senior manager and the head of training and development team of human resources department, senior manager of organization department of Party Committee/human resources department, director of training and development division/Party School Office in CIC. Before that, Ms. Yang worked in Societe Generale (China) Limited, BP (China) Investment Company Limited, etc. Ms. Yang obtained her master’s degree in business administration from Fordham University in February 2010. Ms. Yang possesses the human resources management qualification (Level 1).

 

Mr. HU Aimin, Chinese

 

Mr. HU Aimin has been the non-executive director of the Company since June 2016. Mr. Hu is currently the chairman of the board of directors and secretary of Party Committee of Hwabao Investment Co., Ltd., director of Hwabao Securities Co., Ltd., Chinese Capital Ride Equity Investment and Management Co., Limited, Shanghai and China Bohai Bank Co., Ltd. (the company listed on the HKSE, stock code: 09668), as well as supervisor of Xinjiang Tianshan Iron & Steel Co., Ltd. (新疆天山鋼鐵聯合有限公司). Before that, Mr. Hu once served as the director of Hwabao Trust Co., Ltd. and Baowu Group Zhongnan Iron & Steel Co., Ltd. (寶武集團中南鋼鐵有限公司), the general manager of Industrial Financial Development Center of China Baowu, the secretary of Party Committee of Shanghai Baosteel Packaging Co., Ltd., general manager of investment management department in Industrial Financial Development Center of China Baowu, deputy general manager of capital operation department of Hwabao Investment Co., Ltd. (capital operation department of Baosteel Group), a senior manager of asset management department in Baosteel Group. Mr. Hu obtained his bachelor’s degree in economics from Jiangxi University of Finance and Economics in 1995.

 

Mr. LI Qiqiang, Chinese

 

Mr. LI Qiqiang has been the non-executive director of the Company since August 2019. Mr. Li is currently the chairman of board of directors and secretary of Party Committee of Hwabao Trust Co., Ltd. Mr. Li is also the director of Siyuanhe Equity Investment Management Co., Ltd. Before that, Mr. Li was the head of financial department of Baoshan Iron & Steel Co., Ltd., chief accountant of Baosteel Group Xinjiang Bayi Iron & Steel Co., Ltd. (寶鋼集團新疆八一鋼鐵有限公司), general manager of financial department of Baosteel Group Corporation, general manager of financial department of China Baowu, general manager of Industrial Financial Development Center and secretary of Party Committee of industrial financial working committee in China Baowu, director and general manager of Hwabao Investment Co., Ltd., assistant to general manager of China Baowu, director of Baosteel Group Finance Co., Ltd., director of China Pacific Insurance (Group) Co., Ltd. (a company listed on the SSE, stock code: 601601; the HKSE, stock code: 02601), director of Hwabao Metallurgical Asset Management Co., Ltd. and chairman of board of directors of Hwabao Duding (Shanghai) Financial Leasing Co., Ltd. Mr. Li obtained his master’s degree in professional accounting from Chinese University of Hong Kong in 2005 and holds the title of senior accountant.

  

Mr. MA Yiu Tim, Chinese (Hong Kong Permanent Resident)

 

Mr. MA Yiu Tim has been the independent non-executive director of the Company since December 2019. Mr. Ma is a barrister at Liberty Chambers. Mr. Ma started his legal career as Crown Counsel in 1985. He served as assistant legal adviser of the Legislative Council of Hong Kong. He also served as Counsel to the Legislative of Hong Kong from February 1996 to June 2015. Mr. Ma was admitted to the State Bar of California. He is also a senior fellow of The Hong Kong Institute of Directors, HKMAAL Accredited General Mediator, a senior fellow of Hong Kong Institute of Arbitrators and a senior fellow of the Chartered Institute of Arbitrators, an arbitrator of China International Economic and Trade Arbitration Commission, an arbitrator of Shenzhen Court of International Arbitration and an arbitrator of Hainan International Arbitration Court. Mr. Ma graduated from University of London with a master’s degree in law in 1988. He also obtained a PhD in law from Peking University in 2005. Mr. Ma was appointed as Justice of the Peace in 1998 and was awarded the Silver Bauhinia Star by the Chief Executive of Hong Kong Special Administrative Region in 2015.


Mr. LAI Guanrong, Chinese

Mr. LAI Guanrong has been the independent non-executive director of the Company since December 2022. Mr. LAI Guanrong is currently a director of China Sciences Group (Holding) Co., LTD., independent director of Chinasoft International Limited (a company listed on the HKSE, stock code: 00354), CSC Financial Co., Ltd. (a company listed on the HKSE and SSE, stock codes: 06066 and 601066, respectively) and Dongxing Securities Co., Ltd. (a company listed on the SSE, stock code: 601198). Mr. Lai had been the chief economist and member of investment committee of Shenzhen CMAF Management Co., Ltd (深圳市遠致富海投資管 理有限公司), the chairman of the board of supervisors of Beijing Zhongguancun Science City Construction Holding Co., Ltd., the vice chairman of ABC Life Insurance Co., Ltd., the president of Jiahe Life Insurance Co., Ltd., the general manager of Fujian Minqiao Trust Investment Co., Ltd., the president of Huafu Securities Co., Ltd. and the deputy executive general manager (in charge of work) of Minfa Securities Co., Ltd. (now renamed as Dongxing Securities Co., Ltd.), etc. Mr. Lai obtained his doctor’s degree in economics from Xiamen University in 2001 and is a senior economist.


Ms. XU Xu, Chinese


Ms. XU Xu has been the independent non-executive director of the Company since December 2022. Ms. XU Xu is currently the head of the department of risk management and insurance and associate professor of Beijing Technology and Business University and the deputy dean of China Insurance Research Institute. She is also the head of academic committee of The Insurance Institute of Beijing, an industry consultant and expert in the government procurement projects for Beijing Government Procurement Center and member of the youth committee of Health Protection Branch of China International Exchange and Promotive Association for Medical and Health Care (中國醫療保健國際交流促進會健康保障分會青年委員會). Ms. Xu obtained her doctor’s degree in economics from Renmin University of China in 2006. 


Mr. GUO Yongqing, Chinese


Mr. GUO Yongqing has been the independent non-executive director of the Company since December 2022. Mr. GUO Yongqing is currently a professor of Shanghai National Accounting Institute. Mr. Guo also serves as an independent director of Shanghai Haohai Biological Technology Co., Ltd. (a company listed on the SSE, stock code: 688366) and Shanghai Electric Power Company Limited (a company listed on the SSE, stock code: 600021), and Anxin Trust (Holdings) Co., Ltd. (a company listed on the SSE, stock code: 600816), etc. Mr. Guo was an independent director of Yango Group Co., Ltd. (a company listed on the SZSE, stock code: 000671), Tianjin Capital Environmental Protection Company Limited (a company listed on the SSE and HKSE, stock codes: 600874 and 01065, respectively) and Chongqing Porton Pharmacy Science & Technology Co., Ltd. (a company listed on the SZSE, stock code: 300363), etc. Mr. Guo holds the certified public accountant (CPA) qualification and obtained his doctor’s degree in accounting theory from Shanghai University of Finance and Economics in 2002.


Board of Directors Powers

The board of directors is entitled to exercise the following powers:

(1)                   To convene shareholders’ general meetings and to report on its work to shareholders’ general meetings;

(2)                   To implement resolutions of shareholders’ general meetings;

(3)                   To determine operation plans and investment schemes of the Company and to control and monitor the financial conditions and use of funds of the Company;

(4)                   To formulate development strategies;

(5)                   To formulate annual financial budget and final accounts;

(6)                   To formulate the profit distribution plans and plans for recovery of losses;

(7)                   To formulate proposals for increases or reductions of registered capital and the issuance of corporate bonds and other securities by the Company or the listing of the Company;

(8)                   To formulate plans of material acquisition by the Company, repurchase of the shares of the Company or merger, division; dissolution and changes of the form of the Company;

(9)                   To decide on matters including external investments, disposition and write-offs of assets, acquisition of assets, external guarantees and external gifting to the extent of the authorization of shareholders’ general meetings;

1.             Consider and approve external gifting with the accumulated amount for the year in total less than the sum of RMB20 million and 1% (inclusive) of the latest audited net profit attributable to shareholders of the Company, and less than RMB60 million;

2.             Consider and approve equity investments and disposals with the amount of each investment or disposal accounting for less than 3% (inclusive) of the latest audited total assets of the Company, and the accumulated amount of investments or disposals for the year accounting for less than 8% (inclusive) of the latest audited total assets of the Company;

3.             Consider and approve real property investments and disposals with the value of single asset accounting for less than 5% (inclusive) of the latest audited total assets of the Company, and the accumulated investment for the year accounting for less than 15% (inclusive) of the latest audited total assets of the Company;

4.             Consider and approve other assets acquisitions with the value of single asset accounting for less than 3% (inclusive) of the latest audited total assets of the Company, and the accumulated value of assets for the year accounting for less than 8% (inclusive) of the latest audited total assets of the Company; other assets  disposals  with the value of single asset accounting for less than 3% (inclusive) of the latest audited total  assets of the Company, and the accumulated value of assets for the year accounting for less than 8% (inclusive) of the latest audited total assets of the Company;

5.             Consider and approve asset write-offs with the value of single asset less than RMB3,000 million (inclusive) and the accumulated value for the year less than RMB10,000 million (inclusive);

6.             Consider and approve other assets management matters, including (but not limited to) trading of negotiable securities and financial products (refer to the domestically issued financial products that meet regulatory requirements such as wealth management products of commercial banks, credit asset-backed securities of banking financial institutions, collective fund trust plans of trust companies, specific asset management plans of securities companies, infrastructure investment plans, real estate investment plans, and project asset support plans of insurance asset management companies, etc.);

7.             Consider and approve overseas equity, real property investments and disposals, other assets acquisition, disposal and write-offs matters as well as other assets management matters which, pursuant to the provisions of the Interim Measures for the Administration of Overseas Investment with Insurance Funds issued by the CBIRC and its detailed rules for the implementation, fall within the authority and the corresponding investment threshold of item 2 to item 6 above;

8.             Consider and approve guarantee provided for lawsuits incurred in the ordinary course of operation of the Company;

If there exist both book value and appraisal value of the above assets, the higher one shall prevail; the amount of above external gifting, investment, acquisitions disposals, write-offs and other amount, as well as total assets, net profit and other data are all from consolidated financial statements.

(10)           To decide on the establishment of internal management structure;

(11)           To formulate the basic management system of the Company including operating policies;

(12)           To regularly evaluate and improve corporate governance and to review the corporate governance report of the Company;

(13)           To appoint or remove CEO, secretary of the board of directors and Auditing Officer and, in accordance with the nominations of the CEO, to appoint or remove the President (COO), Vice Presidents, CFO, Chief  Risk Officer, Chief Actuary, Compliance Officer and other senior managers and to decide and implement the annual performance assessment, compensation, reward and penalty plans in respect of the aforesaid senior managers as the basis for their incentive, retention and replacement;

(14)           To consider and approve the candidates for the chairman of the board of directors, the chairman of the board of supervisors and presidents dispatched to important subsidiaries as specified in Article 191 hereof;

(15)           To establish board committees including but not limited to, the strategy committee, investment committee, audit and related party transaction control committee, nomination and remuneration committee, risk management and consumer rights protection committee based on need and regulatory requirements;

(16)           To formulate proposals for any amendment to the Articles of Association; propose to amend the rules of procedures for shareholders’ general meetings and the rules of procedures for the board of directors; and consider and approve the rules of procedures of committees of the board of directors;

(17)           To propose to shareholders’ general meetings of the engagement or change of an accounting firm which would provide regular and statutory audit on the Company’s financial report, and to review reports of the external auditors, regularly or irregularly;

(18)           To review and approve the material related party transactions under the regulatory requirements of the CBIRC and other related party transactions of the Company as required by laws, regulations and regulatory documents and the Administrative Measures on Related Party Transactions of the Company;

(19)           To hear the work report of the EC and CEO and examine their work;

(20)           To select an external auditor for auditing directors and senior management of the Company;

(21)           To manage the information disclosure, internal control and other matters of the Company;

(22)           To review and approve the overall risk management objective, risk preference, risk management policy, major risk solutions, the organizational structure and duties for risk management and other risk management matters of the Company;

(23)           To constantly monitor the solvency risk of the Company, supervise the management to manage and control the solvency risk effectively, and review the reports from the management on the solvency risk of the Company regularly;

(24)           To review and approve the report on the solvency of the Company;

(25)           To formulate the employee stock ownership scheme or stock incentive scheme;

(26)           To review and approve the overall objective and strategy for asset liability management of the Company, promoting communication and coordination between assets business and liabilities business of the Company, and to supervise the management team implementing relevant systems and policies;

1.             To review and approve the organization system, decision making system and relevant risk management policy of asset liability management and asset allocation;

2.             To review and approve assets allocation policies, including strategic allocation plans of assets and annual assets allocation plans, and the adjustment plans of assets allocation policies;

3.             To focus on the impact on the asset liability matching from the business plans and overall budgets while reviewing and approving business plans and overall budgets;

4.             To review and approve the products which may cause a significant influence on asset liability matching, including but not limited to the products subject to the approval of the board of directors according to relevant requirement by CBIRC;

5.             To review and approve the annual report on asset liability management of the Company.

(27)           To exercise other functions and powers as conferred by laws, regulations, regulatory documents or the Articles of Association and by shareholders’ general meetings.

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