HKEX Stock Code: 925
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MANAGEMENT STRUCTURE

EQUITY STRUCTURE

Beijing Enterprise Group Company Limited held a 66.85% equity of BPHL (As at Dec. 31th , 2022)

ASSET STRUCTURE

BOARD OF DIRECTORS

Mr. ZHU YINGYING (Chairman)

Mr. Zhu is currently the general manager and a director of Beijing Enterprises City Development Group Limited (“BE City”), which is a subsidiary of Beijing Enterprises Group Company Limited (“BE Group”). Mr. Zhu obtained a bachelor’s degree of engineering from Nanjing University of Posts and Telecommunications in 2004 and obtained a master’s degree of management from Peking University in 2008. Mr. Zhu previously worked in the State-owned Assets Supervision and Administration Commission of People’s Government of Beijing Municipality and the Beijing government before joining BE Group in 2013. He worked in the research centre of BE Group, and as senior management of the Beijing Municipal Administration & Communication Card Co., Ltd.(北京市政交通一卡通有限公 司) and Beijing Enterprises Smart City Technology Development Co., Ltd.(北控智慧城市科 技發展有限公司) before he was appointed as the general manager and a director of the BE City in April 2023. Mr. Zhu has extensive experience in government relations and corporate management.

MR. SIU KIN WAI (Vice-chairman)

Mr. Siu graduated from the City University of Hong Kong with a Bachelor’s degree in Accountancy and is fellow members of the Hong Kong Institute of Certified Public Accountants and the Institute of Chartered Accountants in England and Wales. Mr. Siu has extensive experience in corporate management. Mr. Siu is a director of Brilliant Bright Holdings Limited, which is a controlling shareholder of the Company. Mr. Siu is the non-executive director of CAQ Holdings Limited, a company listed on the Australia Stock Exchange with Listing Corporation Code of CAQ since April 2015, an executive director of Beijing Health (Holding) Limited (SEHK Stock Code: 2389) since May 2017, a director of MillenMin Ventures Inc. , a company listed on the Toronto Stock Exchange with Listing Stock Code of MVM since July 2017, an independent non-executive director of Orient Securities International Holdings Limited (SEHK Stock Code: 8001) since September 2017, respectively.

Mr. FANG BIN (General Manager)

Mr. Fang obtained a Bachelor’s degree in management studies from University of Science and Technology of China and a Master’s degree in accounting from Dongbei University of Finance and Economics. Mr. Fang obtained a technical title of senior accountant and the professional qualification of certified public accountants in China and is also a fellow member of the Association of Chartered Certified Accountants. Mr. Fang currently serves as the financial controller of Beijing Enterprises City Development Group Limited, which is a substantial shareholder of the Company and is a wholly owned subsidiary of Beijing Enterprises Group Holdings Company Limited. Mr. Fang held various positions in the finance department at different trading and shipping companies in China from 2004 to 2017. In 2017, Mr. Fang joined the BE Group and was assigned as the financial controller of a subsidiary, Beijing Enterprises Real-Estate Group Limited. Subsequently, he was reassigned to be the financial controller of the BE City Development in March 2024. Mr. Fang has more than 20 years of financial management and corporate governance experience.

Mr. XU ZHIGANG

Mr. Xu graduated from Jiangxi University of Finance and Economics with a bachelor’s degree in laws and obtained a master’s degree in laws from Nankai University. Mr. Xu is currently the general counsel of BE City, and directors of Beijing Enterprises City Development Limited and Zhejiang Rongheng Real Estate Co., Ltd.(浙江融衡地產有限公 司) which are subsidiaries of BE City. BE City is a subsidiary of BE Group. Mr. Xu obtained his legal professional qualification of the People’s Republic of China in 2005, and he has been engaged in corporate legal compliance for a long time and has extensive experience in corporate legal compliance.

MR. CHENG CHING FU (Chief financial officer and company secretary)

Mr. Cheng graduated from Curtin University, Perth, Western Australia with a Bachelor’s degree in Commerce, majoring in Accounting and Finance. He then obtained a Master of Business Administration from the University of South Australia and a Master of Corporate Governance from the Hong Kong Polytechnic University. He is a fellow member of the Hong Kong Institute of Certified Public Accountants, a member of the CPA Australia, an associate member of The Hong Kong Institute of Chartered Secretaries and an associate member of the institute of Chartered Secretaries and Administrators. Mr. Cheng is a director of China Logistics Infrastructures (Holdings) Limited and China Industrial Properties (Holdings) Limited, both are subsidiaries of the Company. Mr. Cheng was appointed as the director of CAQ Holdings Limited, a company listed on the Australia Stock Exchange with Listing Corporation Code of CAQ in November 2017. He was appointed as the company secretary of the Company in June 2016 and as the chief financial officer of the Company in July 2017. Mr. Cheng has extensive experience in the field of accounting, financial management and company secretary duties.

OPEN

MANAGEMENT

The Board of Directors and the senior management are committed to maintain an effective delegation and accountability system for every single segment in our operation for the sake of optimising our corporate governance. We believe that our commitment to management excellence has laid a solid ground for sustainable development and maximisation of return to shareholders.

The Group has established an Audit Committee, a Nomination Committee, a Remuneration Committee and an Sustainable Development Committee to maintain our corporate governance in an effective way.

I. Member:Mr. Goh Gen Cheung(Chairman)、Mr. James Chan and Dr. Li Huiqun.

II. Terms of Reference of Audit Committee

1 Purpose

The key purpose of the establishment of the Audit Committee of the Company (the “Committee”) is to consider the qualifications of internal audit officer, external audit organizations and officers on behalf of the Board; review financial reports and audit reports of the Company; examine the internal control of the enterprise, monitor the effective implementation of internal control and legal compliance and the self-assessment of internal control; negotiate internal control audit and other related issues, and bear the responsibility for explanation to the stakeholders of the Company; and guide and supervise the work of the Company’s legal compliance department.

2 Membership and Secretary

2.1 The Committee shall be appointed by the board of directors (the “Board”) from amongst the directors of the Company and shall consist of not less than three members. All members shall be non-executives directors of the Company but more than half of whom shall be independent non-executive directors, and at least one of whom shall has appropriate professional qualifications or accounting or related financial management expertise as required under rule 3.10(2) of the Rules Governing the Listing of the Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).

2.2 The Committee shall have a chairman and who shall be appointed by the Board of the Company. Apart from chairing the work of the Committee, the chairman shall attend all shareholders’ meetings.

2.3 A former partner of the Company’s existing independent auditors shall be prohibited from acting as a member if the Committee for a period of two year from the date o f his ceasing:

(a) to be a partner of the firm; or

(b) to have any financial interest in the firm,

whichever is later.

2.4 The Company Secretary shall be the secretary of the Committee (the Committee Secretary.

2.5 Any change of member and secretary of the Committee shall be approved by the Committee and the Board.

3 Proceedings of meetings

3.1 The Committee shall meet at least twice per year and additional meeting can be held when demanded. Besides, the chairman of the Committee can convene meeting at any time.

3.2 Except that all members unanimously waive such notice period, notice of meeting shall be delivered at least seven days prior to such meeting (notice of additional meeting shall be delivered at least three days in advance). Irrespective of the length of notice being given, attendance of the meeting by the members shall be deemed waiver of the requisite length of notice of meeting by such member.

3.3 Independent external auditors can request convention of meeting at any time.

3.4 The quorum for a meeting of the Committee shall be three members of the Committee or above attending the meeting.

3.5 Meetings can be held in person, by telephone or by video conference. Members may participate in a meeting by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting are capable of hearing each other.

3.6 Only the members of the Committee are entitled to vote on any resolutions at the meetings.

3.7 Resolutions of the Committee at any meetings shall be passed by a simple majority of votes of the members present.

3.8 Complete minutes of meeting shall be kept by the secretary of the Committee. Draft and final versions of minutes of meetings shall be sent to all members for their comments and records, respectively, within a reasonable time after the meeting. Minutes of meetings shall be available for inspection by members.

4 Written resolution

Upon unanimous approval by all members of the Committee, the Committee may resolve any matters by written resolution, shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held.

5 Appointment of representative

Member of the Committee cannot appoint representative.

6 Duties, power and discretion

The Committee shall have the following duties, power and discretion:

6.1 Authorities

6.1.1 The Committee is granted the authority to investigate any activity within its terms of reference and all employees are directed to cooperate with the Committee. The Committee is authorized by the Board to obtain outside legal or other independent professional advice and to invite the attendance of outsiders with relevant experience and expertise if it considers this necessary.

6.1.2 The Committee shall report to the Board any suspected frauds and irregularities, failures of internal control or suspected infringements of laws, rules and regulations which come to its attention and are of sufficient importance to 3 warrant the attention of the Board.

6.1.3 Where the Board disagrees with the Committee’s view on the selection, appointment, resignation or dismissal of the external auditor, the Committee will arrange for the Corporate Governance Report in the Annual Report to include an explanation of the Committee’s view and the reasons why the Board has taken a different view.

6.1.4 The Committee shall be provided with sufficient resources to discharge its duties.

6.2 Responsibility

6.2.1 The Committee is to serve as a focal point for communication between other directors, the independent external auditor and the internal auditor as regards their duties relating to financial and other reporting, risk management, internal controls, external and internal audits, legal compliance and such other matters as the Board determines from time to time.

6.2.2 The Committee is to assist the Board in fulfilling its responsibilities by providing an independent review and supervision of financial reporting, by satisfying themselves as to the effectiveness of the risk management and internal controls of the Company and its subsidiaries (the “Group”), and as to the adequacy of the external and internal audits.

6.3 Duties, powers and functions

6.3.1 The Committee is to:

(a) be responsible for making recommendation to the Board on the appointment, reappointment and removal of the external auditor, and to approve the remuneration and terms of engagement of the external auditor, and any questions of resignation or dismissal of that auditor;

(b) (b) review with the Group’s management, external auditor and internal auditor, the adequacy of the Group’s policies and procedures regarding internal controls (including financial, operational and legal compliance controls), risk management system and any statement by the directors to be included in the annual accounts prior to endorsement by the board;

(c) have familiarity with the financial reporting principles and practices applied by the Group in preparing its financial statements;

(d) before audit commencement, review external auditor’s independence, objectivity, effectiveness of the audit process and the scope of the external audit, including the engagement letter. The Committee should understand the factors considered by the external auditor in determining their audit scope. The external audit fees are to be negotiated by management, and presented to the Committee for review and approval annually;

(e) review the annual and interim financial reports prior to approval by the board, with particular focus on:

(i) any changes in accounting policies and practices;

(ii) major judgmental areas;

(iii) significant adjustments resulting from the audit;

(iv) the going concern assumption and any qualifications;

(v) compliance with accounting and auditing standards; and

(vi) compliance with the listing requirements of The Stock Exchange of Hong Kong Limited and legal requirements;

(f) with regard to (e) above:

(i) members of the Committee must liaise with the Board and senior management, and the Committee must meet, at least twice a year, with the external auditor; and

(ii) the Committee should consider any significant or unusual items that are, or may need to be, reflected in such reports and accounts and must give due consideration to any matters that have been raised by the staff responsible for the accounting and financial reporting function, compliance officer or auditor;

(g) review the draft representation letter prior to approval by the Board;

(h) evaluate the cooperation received by the external auditor, including their access to all requested records, data and information; obtain the comments of management regarding the responsiveness of the external auditor to the Group’s needs; inquire of the external auditor as to whether there have been any disagreements with management which if not satisfactorily resolved would result in the issue of a qualified report on the Group’s financial statements;

(i) seek from the external auditor, on an annual basis, information about policies and processes for maintaining independence and monitoring compliance with relevant requirements, including provision of non-audit services and requirements regarding rotation of audit partners and staff;

(j) discuss with the external auditor any recommendations arising from the audit (if necessary in the absence of management); and review the draft management letter, any material queries raised by the auditor to management in respect of the accounting records, financial accounts or systems of control including management’s response to the points raised;

(k) ensure that the Board will provide a timely response to issues raised in the external auditor’s management letter;

(l) review and monitor the scope, effectiveness and results of internal audit function, ensure co-ordination between the internal and external auditor and ensure that the internal audit function is adequately resourced and has appropriate standing within the Group;

(m) the engagement of the external auditor to perform non-audit services is in general prohibited except for tax-related services. If a compelling reason exists to engage the external auditor due to their unique expertise in a particular area, the prior approval of the Committee is required;

(n) review the Company’s financial reporting, financial controls, and unless expressly addressed by a separate board risk committee, or by the board itself, to review the Company’s risk management and internal control systems;

(o) discuss the risk management and internal control systems with management to ensure that management has performed its duty to have effective systems. This discussion should include the adequacy of resources, staff qualifications and experience, training programmes and budget of the Company’s accounting and financial reporting function, and make recommendations to the Board on the above aspects;

(p) consider major investigation findings on risk management and internal control matters as delegated by the board or on its own initiative and management’s response to these findings;

(q) where an internal audit function exists, to ensure co-ordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has appropriate standing within the issuer, and to review and monitor its effectiveness;

(r) apprise the Board of significant developments in the course of performing the above duties;

(s) recommend to the Board any appropriate extensions to, or changes, in the duties of the Committee;

(t) review the findings of internal investigations and management’s response into any suspected frauds or irregularities or failures of internal controls or infringements of laws, rules and regulations;

(u) agree with the Board the Company’s policy relating to the hiring of employees or former employees of the external auditor and monitor the applications of such policy. The Committee will consider whether as a result of such hiring there has been any impairment of the auditor’s judgment or independence in respect of an audit;

(v) review arrangements by which employees, in confidence can raise concerns about possible improprieties in financial reporting, internal control or other matters. The Committee is to ensure proper arrangements are in place for the fair and independent investigation of such concerns and appropriate follow up action;

(w) act as the key representative body for overseeing the Company’s relations with the external auditor;

(x) develop and review the Company’s policies and practices on corporate governance and make recommendations to the Board;

(y) review and monitor the training and continuous professional development of directors and senior management;

(z) review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements;

(aa) develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and directors;

(bb) review the Company’s compliance with the code and disclosure in the Corporate Governance Report;

(cc) report to the Board on above matters;

(dd) consider other topics, as requested by the Board;

(ee) do any such things to enable the Committee to discharge its powers and functions confused on it by the Board;

(ff) supervise the development and operation of the Company’s rule of law system, the status of annual rule of law projects and the achievement of rule of law targets;

(gg) review and evaluate the effectiveness of the Company’s legal governance system and system building, and put forward suggestions on management; and

(hh) conform to any requirement, direction, and regulation that may from time to time be prescribed by the Board or contained in the Company’s constitution or imposed by applicable legislation and regulations.

7 Minutes of Meeting and Reporting Procedures

7.1 Final version of minutes of meetings of the Committee shall be maintained and shall be reported in written format to the Board.

7.2 The Committee Secretary is responsible for delivery of minutes of the Committee to the Board.

7.3 The Committee shall report to the Board on a regular basis. At the next meeting of the Board following a meeting of the Committee, the chairman of the Committee shall report to the Board on the findings and recommendations of the Committee (if any).

8 Right of Explanation

The right of explanation of this term of reference belongs to the Board.

(Adopted by the Board on 30 March 2012, revised on 24 March 2016, 31 December 2018, 15 August 2023 and 15 July 2024, respectively, and subsequently revised on 7 October 2024.)

CORPORATE GOVERNANCE

(Adopted by the Company pursuant to the Board resolution passed on 30 August 2013)

1. Purpose

This Policy aims to set out the approach to achieve diversity on the Company’s board (“Board”) of directors (“Directors”).

2. Vision

2.1 The Company recognises and embraces the benefits of having a diverse Board to enhance the quality of its performance.

3. Policy Statement

3.1 The Company recognises and embraces the benefits of diversity in Board members. A truly diverse Board will include and make good use of differences in the skills, regional and industry experience, background, race, gender and other qualities of Directors. These differences will be taken into account in determining the optimum composition of the Board. All Board appointments will be based on merit while taking into account diversity including gender diversity.

4. Measurable Objectives

4.1 The Nomination Committee will discuss and agree annually measurable objectives for implementing diversity on the Board and recommend them to the Board for adoption.

4.2 The Company aims to build and maintain a Board with a diversity of Directors, in terms of skills, experience, knowledge, expertise, culture, independence, age and gender.

5. Monitoring and Reporting

5.1 The Nomination Committee will report annually, in the Corporate Governance Report, on the Board’s composition under diversified perspectives, and monitor the implementation of this Policy.

6. Review of this Policy

6.1 The Nomination Committee will review this Policy, as appropriate, to ensure the effectiveness of this Policy. The Nomination Committee will discuss any revisions that may be required, and recommend any such revisions to the Board for consideration and approval.

7. Disclosure of this Policy

7.1 This Policy will be published on the Company’s website for public information.

7.2 A summary of this Policy together with the measurable objectives set for implementing this Policy, and the progress made towards achieving those objectives will be disclosed in the annual Corporate Governance Report.

Note: If there is any inconsistency between the English and Chinese versions of this document, the English version shall prevail.

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