Corporate Governance

Corporate Governance

Board of Directors

Steer the business direction and management focus, and monitor regularly the company operation and financial performance.

Executive Director

Mr. Fang Wen Quan
Mr. FANG Wen Quan, was appointed as an executive Director since 6 October 2003. He is currently the Chairman, the Managing Director, the chairman of the nomination committee and a member of the remuneration committee and the risk management committee of the Company, and a director of the Group’s certain subsidiaries. Mr. Fang is the founder, chairman and beneficial owner of Tianda Group Limited (the controlling shareholder of the Company holding 1,194,971,370 Shares). Mr. Fang is the existing chairman of the board of directors, general manager and authorized representative of Tianda Culture Holdings (China) Limited* (listed on the National Equities Exchange and Quotations Systems, company code: 837889). Mr. Fang studied International Relations in the University of Sydney and Tsinghua University. He has ample experience in corporate strategy and management. He established a non-profit strategic studies think tank named “Tianda Institute”. Upholding the mission of “Caring for a Better World”, Mr. Fang always shows his greater commitment to community services, including donations to the poverties, education and talent development, healthcare, scientific research and environmental protection, culture and arts.

Mr. Lui Man Sang
Mr. LUI Man Sang, was appointed as an executive Director of the Company on 30 September 2013 and is a director of the Group’s certain subsidiaries. Mr. Lui joined Tianda Group, the controlling shareholder of the Company in 2007 and is the deputy general manager of Tianda Group. He is responsible for the financial issues of Tianda Group and the Company. Mr. Lui is a director of Tianda Culture Holdings (China) Limited (listed on the National Equities Exchange and Quotations, company code: 837889). Mr. Lui possesses enriched financial management experience covering a variety of industries including auditing in one of the big four accounting firms in Hong Kong and overseeing the finance department of a Hong Kong listed company. He holds an Executive MBA granted by City University of Hong Kong. He is a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants.

Non-Executive Director

Mr. Shen Bo
Mr. SHEN Bo, was appointed as a non-executive Director and a member of the audit committee of the Company on 10 August 2015. He is a non-practicing member of certified public accountant of the People’s Republic of China. He received his bachelor degree majoring in accounting from Shanghai Institute of Construction Materials Industry and master of accountancy from Chinese University of Hong Kong. Mr. Shen is the executive director, vice president and chief financial officer of Shanghai Pharmaceuticals Holding Co., Ltd.,* (a company listed on the Shanghai Stock Exchange with stock code 601607, and The Stock Exchange of Hong Kong Limited (Hong Kong Stock Exchange, with stock code 02607), the chairman of SPH Changzhou Pharmaceutical Co., Ltd., the chairman of Xiamen Traditional Chinese Medicine Co., Ltd., the chairman of Shanghai Hefeng Pharmaceuticals Limited and an executive director of China International Pharmaceutical (Holding) Corporation Limited. Mr. Shen is a non-executive director of Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co., Ltd.* (a company listed on Hong Kong Stock Exchange with stock code 1349). Mr. Shen served as manager of finance department and chief financial officer in several large companies in mainland China so has extensive experience in corporate management, financial control, and governance of pharmaceutical companies. From April 2001 to March 2010, Mr. Shen served as the head of financial planning department, general manager of finance department and chief financial officer in Shanghai Industrial Pharmaceutical Investment Co, Ltd.* (a company formerly listed on the Shanghai Stock Exchange with stock code 600607). During the same period, Mr. Shen also served as the general manager of finance department of Shanghai Pharmaceuticals (Group) Co., Ltd.

Mr. Feng Quanming
Mr. FENG Quanming, was appointed as a non-executive Director on 23 March 2016. Mr. Feng is the head of the finance department of Hongta Tabacco (Group) Limited (Hongta), which holds 9.66% equity interest in the Company. He has extensive experience in corporate financial accounting and asset management. Mr. Feng joined Hongta in July 2001. During the period from August 2007 to September 2014, he took various positions in the finance department of Hongta, including deputy head of industrial finance division, head and deputy head of asset management division and head of general management division. He was also the head of financial planning division of Yunnan Hongta Group Co., Ltd*, a wholly-owned subsidiary of Hongta, during the period from June 2013 to August 2014. Mr. Feng obtained his bachelor degree in accounting at Southwestern University of Finance and Economics in 2001 and master in business administration at Renmin University of China in 2009. Mr. Feng possesses the qualification of practising certified public accountant in mainland China.

Dr. LAM Lee G.
Dr. LAM Lee G., was appointed as a non-executive Director of the Company with effect from 1 January 2018. Dr. Lam holds a BSc in sciences and mathematics, an MSc in systems science and an MBA from the University of Ottawa in Canada, a post-graduate diploma in public administration from Carleton University in Canada, a post-graduate diploma in English and Hong Kong Law and an LLB (Hons) in law from Manchester Metropolitan University in the UK, a LLM in law from the University of Wolverhampton in the UK, a PCLL in law from the City University of Hong Kong, a Certificate in Professional Accountancy from the Chinese University of Hong Kong SCS, an MPA and a PhD from the University of Hong Kong. A former member of the Hong Kong Bar, Dr. Lam is a Solicitor of the High Court of Hong Kong, an Accredited Mediator of the Centre for Effective Dispute Resolution (CEDR), a Fellow of the Hong Kong Institute of Arbitrators, the Hong Kong Institute of Directors, the Institute of Public Accountants, the Institute of Financial Accountants and Certified Management Accountants (CMA) Australia; and an Honorary Fellow of Certified Public Accountants (CPA) Australia, the Hong Kong Institute of Facility Management and the University of Hong Kong School of Professional and Continuing Education.

Dr. Lam has over 30 years of international experience in general management, management consulting, corporate governance, investment banking, direct investment and fund management across the telecommunications/ media/ technology (TMT), consumer/ healthcare, infrastructure/ real estate, energy/ resources and financial services sectors. He is Chairman of Hong Kong Cyberport Management Company Limited, and Non-Executive Chairman – Hong Kong and ASEAN Region and the Chief Adviser to Macquarie Infrastructure and Real Assets Asia.

Dr. Lam is a member of the Hong Kong Special Administrative Region Government Committee on Innovation, Technology and Re-Industrialization and the Court of the City University of Hong Kong, Convenor of the Panel of Advisors on Building Management Disputes of the Hong Kong Special Administrative Region Government Home Affairs Department, President of the United Nations Economic and Social Commission for Asia and the Pacific (UN ESCAP) Sustainable Business Network (ESBN) Executive Council and Chairman of its Task Force on Banking and Finance, a Board member of Pacific Basin Economic Council (PBEC), a member of the Hong Kong Trade Development Council Belt and Road Committee and Convenor of its Digital Silk Road Working Group, a member of the Sir Murray MacLehose Trust Fund Investment Advisory Committee, a member of the Advisory Board of the Hong Kong Investor Relations Association, Honorary Advisor to the Hong Kong Business Angel Network (HKBAN), Honorary Chairman - Asia Pacific of CMA Australia, Chairman of Monte Jade Science and Technology Association of Hong Kong, and President of Hong Kong-ASEAN Economic Cooperation Foundation.

Independent Non-Executive Director

Mr. Lam Yat Fai
Mr. LAM Yat Fai, was appointed as an independent non-executive Director, a member of the remuneration committee and a member of audit committee of the Company in 2004. On 26 November 2013, he was appointed as the chairman of the audit committee. He was appointed as a member of nomination committee and risk management committee on 22 July 2009. He is a Certified Public Accountant (Practising). He is also a fellow member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants. Mr. Lam worked with Kwan Wong Tan & Fong and Deloitte Touche Tohmatsu for over 10 years. Mr. Lam has accumulated rich experience in auditing, taxation, corporate finance and accounting over the years. Mr. Lam is an independent non-executive director of Oriental Press Group Limited (stock code: 0018), which is listed on the Main Board of the Hong Kong Stock Exchange.

Mr. Chiu Sung Hong
Mr. CHIU Sung Hong, was appointed as an independent non-executive Director, the chairman of the audit committee of the Company with effect from 10 April 2008. Mr. Chiu ceased to act as the chairman of the audit committee and remained as a member of the committee on 26 November 2013. Mr. Chiu was appointed as the chairman of risk management committee on 22 July 2009. On 1 April 2012, he was appointed as the chairman of the remuneration committee and a member of the nomination committee. He received an LL.B. degree from the University of Sydney. He is admitted as a solicitor of the Supreme Court of New South Wales and the High Court of Australia. He has over 40 years of experience in legal practice. Mr. Chiu is the founding member of the Board of Trustees of the Australian Nursing Home Foundation and a senior research fellow of Centre for Law & Globalization of Renmin University of China. He also served as the General Secretary of Australian Chinese Community Association of New South Wales. Mr. Chiu is an independent non-executive director of CNOOC Limited (stock code: 0883), which is listed on the Main Board of the Hong Kong Stock Exchange and Bank of China (Australia) Limited.

Mr. Chiu Fan Wa
Mr. Chiu Fan Wa was appointed as an independent non-executive Director, a member of the remuneration committee and audit committee of the Company on 31 March 2009. Mr. Chiu is a founder and the managing director of Chiu, Choy & Chung C.P.A. Limited, and a partner of F. S. Li & Co. He graduated from City University of Hong Kong and obtained a Bachelor of Arts (Honours) degree with major in accountancy in 1992 and was awarded a Master of Professional Accounting from The Hong Kong Polytechnic University in 2002. He is a Certified Public Accountant (Practising) in Hong Kong, a fellow member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Association of Chartered Certified Accountants, a fellow member of the Institute of the Chartered Accountants in England and Wales, a fellow member of The Society of Chinese Accountants & Auditors, an associate of The Hong Kong Institute of Chartered Secretaries and an associate of The Institute of Chartered Secretaries and Administrators, United Kingdom, a fellow member of The Taxation Institute of Hong Kong and a Certified Tax Advisor.

List of Directors and their Role and Function

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Sub-committees are set up under the Board of Directors for monitoring different aspects of the company operation.

Audit Committee

The management staff are properly serving their roles and responsibilities by reviewing and monitoring the duties of the appointed auditor on the basis of independence, objective and validity; examining the annual and interim Financial Statements before submission for Board of Directors ‘approval; and reviewing the financial control, internal audit and risk management system of the company.

Audit Committee Members
Mr. Lam Yat Fai– INED (Chairman)
Mr. Shen Bo– NED
Mr. Chiu Sung Hong– INED
Mr. Chiu Fan Wa– INED

Terms of Reference

Nomination Committee

Set up to nominate, review and discuss about candidacy for Board of Directors, evaluate the independence of the Independent Non-Executive Director and propose appointment to the Board of Directors.

Nomination Committee Members
Mr. Fang Wen Quan – ED (Chairman)
Mr. Lam Yat Fai – INED
Mr. Chiu Sung Hong– INED

Terms of Reference

Risk Management Committee

Set up to assist the Board of Directors to take heed of and make informed decision on operational risks, design the risk management strategy direction and risk control management system in an attempt to reduce the operational risk to the minimum.

Risk Management Committee members
Mr. Chiu Sung Hong – INED (Chairman)
Mr. Fang Wen Quan – ED
Mr. Lam Yat Fai – INED

Terms of Reference

Remuneration Committee

Set up to propose the remuneration policy and framework for Directors and senior management staff.

Remuneration Committee Members
Mr. Chiu Sung Hong –INED(Chairman)
Mr. Fang Wen Quan – ED
Mr. Lam Yat Fai –INED
Mr. Chiu Fan Wa –INED

Terms of Reference

Memorandum of Articles

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Procedures for Shareholders to Propose a Person for Election as a Director

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