1. Purpose
1.1. The Shareholders Communication Policy (the “Policy”) of Shenwan Hongyuan (H.K.) Limited (the “Company”) aims to provide shareholders of the Company (the “Shareholders”) with ready, equal and timely access to information about Shenwan Hongyuan (H.K.) Limited (the “Company”), in order to enable the Shareholders to assess the Company’s overall performance, engage actively with the Company and exercise their rights in an informed manner.
2. General Policy
2.1. The Board shall maintain an on-going dialogue with Shareholders and will regularly review this policy to ensure its effectiveness.
2.2. Information shall be communicated to Shareholders mainly through Shareholders’ enquiries, the Company’s financial reports (interim and annual reports), announcements, Shareholders’ meetings, the website of The Stock Exchange of Hong Kong Limited (“Stock Exchange”) and the Company’s website.
2.3. Effective and timely dissemination of information to Shareholders shall be ensured at all times. Any question regarding the Policy shall be directed to the Company Secretary.
3. Communication Channels
Shareholders’ enquiries
3.1. Shareholders should direct their questions about their shareholdings to the Company’s Registrar whose contact details are listed below:
Tricor Tengis Limited
Address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong
Telephone: (852) 2980 1333
3.2. Shareholders may at any time make a request for the Company’s information to the extent such information is publicly available.
3.3. Shareholders may send their enquiries and concerns to the Company by addressing them to the Company Secretary, whose contact details are listed below:
Company Secretary
Shenwan Hongyuan (H.K.) Limited
Address: Level 4, Three Pacific Place, 1 Queen’s Road East, Hong Kong
Telephone: (852) 2509 8333
Email: co.sec@swhyhk.com
Corporate Communications
3.4. Corporate communications will be provided to Shareholders in plain language and in both English and Chinese versions to facilitate Shareholders’ understanding. In support of environmental protection and for the purpose of saving printing and mailing costs, Shareholders are encouraged to read the Company’s corporate communications electronically via the Company’s website (https://www.swhyhk.com) or through the Stock Exchange’s website (https://www.hkexnews.hk). Shareholders have the right to choose the language (either English or Chinese) or means of receipt of the corporate communications (in hard copy or through electronic means).
3.5. Shareholders are encouraged to provide their contact details to the Company in order to facilitate timely and effective communications.
Stock Exchange’s and Company’s Websites
3.6. Information released by the Company to Stock Exchange is also posted on the Company’s website immediately thereafter. Such information includes announcements, financial statements, results announcements, circulars and notices of general meetings and associated explanatory documents etc.
Shareholders’ Meetings
3.7. Shareholders are encouraged to participate in general meetings or to appoint proxies to attend and vote at meetings for and on their behalf if they are unable to attend the meetings.
3.8. Board members, in particular, either the chairmen of board committees or their delegates, appropriate management executives and external auditors will attend annual general meetings to answer Shareholders’ questions.
4. Shareholder Privacy
4.1. The Company recognises the importance of Shareholders’ privacy and will not disclose Shareholders’ information without their consent, unless required by law to do so.
5. Review of the Policy
5.1. The Board will review the Policy, as appropriate, to ensure its continued effectiveness.
Last Update: April 2023
Shareholders’ right pursuant to the disclosure requirements under Listing Rules and Corporate Governance Code of The Stock Exchange of Hong Kong Limited
(a) How shareholders can convene an extraordinary general meeting
Pursuant to Article 67 of the Articles of Association of the Company, extraordinary general meeting(s) shall be convened as provided by the Companies Ordinance.
Pursuant to the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), shareholder(s) representing at least 5% of the total voting rights of all the shareholders having a right to vote at general meetings may request in writing to call an extraordinary general meeting.
The written request:
(i) must state the general nature of the business to be dealt with at the meeting and may include the text of a resolution that may properly be moved and is intended to be moved at the meeting (in case if the resolution is to be proposed as a special resolution, the written request should include the text of the resolution and specify the intention to propose the resolution as a special resolution);
(ii) must be signed by the requisitionist(s); and
(iii) may either be deposited at the registered office of the Company at Level 19, 28 Hennessy Road, Hong Kong in hard copy form or sent in electronic form by email at co.sec@swhyhk.com.
The Board must call an extraordinary general meeting within 21 days after the date on which they become subject to the requirement and the extraordinary general meeting so called must be held on a date not more than 28 days after the date of the notice convening the extraordinary general meeting.
If the Board does not proceed to convene the extraordinary general meeting as aforesaid, the requisitionist(s), or any of them representing more than one half of the total voting rights of all of them, may themselves call an extraordinary general meeting, provided that any extraordinary general meeting so convened is held within 3 months after the date on which the Board becomes subject to the requirement to call an extraordinary general meeting. Any reasonable expenses incurred by the requisitionist(s) by reason of the failure of the Board duly to call an extraordinary general meeting must be reimbursed by the Company.
(b) The procedures by which enquiries may be put to the board and sufficient contact details to enable these enquiries to be properly directed
Shareholders and other stakeholders may send their enquiries and concerns to the Board by addressing them to Company Secretary, whose contacts are listed below:
Registered Office: Level 19, 28 Hennessy Road, Hong Kong
Email:co.sec@swhyhk.com
(c) The procedures and sufficient contact details for putting forward proposals at annual general meetings
Any shareholder(s) satisfying the following conditions can request in writing to move a resolution at an annual general meeting:
(i) shareholder(s) representating at least 2.5% of the total voting rights of all the shareholders who have a right to vote on the resolution at the annual general meeting to which the requests relate; or
(ii) at least 50 shareholders who have a right to vote on the resolution at the annual general meeting to which the requests relate.
The written request:
(i) must identify the resolution of which the notice is to be given;
(ii) must be signed by the requisitionist(s); and
(iii) may either be deposited at the registered office of the Company at Level 19, 28 Hennessy Road, Hong Kong in hard copy form or sent in electronic form by email at co.sec@swhyhk.com, not later than 6 weeks before the annual general meeting to which the requests relate; or if later, the time at which notice is given of that annual general meeting.
(d) The procedures for shareholders to propose a person for election as a director
Pursuant to Article 108 of the Articles of Association of the Company, if a shareholder wish to propose a person other than a retiring director for election as a director at a general meeting, notice in writing of the intention to propose that person for election as a director and notice in writing by that person of his willingness to be elected shall have been given to the Company during a period of not less than 7 days commencing no earlier than the day after the despatch of the notice of the meeting appointed for such election and ending no later than 7 days prior to the date appointed for the meeting.
Last Update: March 2014
Policy Statement
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The Nomination Committee identifies suitable candidates and makes recommendations to the board of directors (the “Board”) of Shenwan Hongyuan (H.K.) Limited (the “Company”) on the appointment or re-appointment of directors and succession planning of directors, in particular the chairman and the chief executive.
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The Nomination Policy (the “Policy”) sets out the key selection criteria and procedures of the Nomination Committee in making any such recommendations with a view to ensure that the Board maintains a balance of skills, experience and diversity of perspective appropriate to the requirement of the Company’s business.
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In identifying suitable candidates, the Nomination Committee shall give adequate consideration of the diversity perspectives set out in the Board Diversity Policy of the Company.
Selection Criteria
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In assessing the suitability of a proposed candidate, the Nomination Committee shall consider a number of factors including but not limited to the following:
(a) The proposed candidate should be a person of integrity, honesty and with a standard of competence commensurate with the relevant position as a director of the Company;
(b) The potential contribution the proposed candidate can bring to the Board in terms of qualifications, skills, experience and diversity of perspective appropriate to the requirements of the Company’s business;
(c) Succession planning or strategies for the ongoing effective performance of the Board as a whole;
(d) Diversity perspectives set out in the Board Diversity Policy of the Company, including but not limited to gender, age, cultural and educational background, professional experience, skills, knowledge and length of service;
(e) The proposed candidate or the re-elected Director is able to commit and devote sufficient time and attention to the Company’s affairs. In particular, if the proposed candidate will be nominated as an independent non-executive director (“INED”) and will be holding his seventh (or more) listed company directorship, the Nomination Committee should consider the reason given by the proposed candidate for being able to devote sufficient time to the Board;
(f) Compliance with the criteria of independence as prescribed under Rule 3.13 of the Listing Rules for the appointment of an INED; and
(g) Any other relevant factors as may be determined by the Nomination Committee or the Board from time to time.
These factors are for reference only, and not meant to be exhaustive and decisive. The Nomination Committee has the discretion to nominate any person as it considers appropriate.
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The appointment of any proposed candidate to the Board or re-appointment of any existing member(s) of the Board shall be made in accordance with the Company’s New Articles of Association, applicable laws and other regulatory requirements.
Nomination Procedures
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Appointment of New or Replacement Director
(a) The Nomination Committee identifies proposed candidate(s) in accordance with the selection criteria set out in the Policy.
(b) The proposed candidate will be requested to provide the biographical details and details of the relationship between the proposed candidate and the Company and/or Directors, directorships held, skills and experience, other positions which involve significant time commitment and any other additional information and documents if considered necessary.
(c) The Nomination Committee evaluates the proposed candidate(s) and recommends to the Board the appointment of the appropriate candidate for directorship.
(d) The Board decides the appointment based upon the recommendation of the Nomination Committee.
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Re-election of Director at General Meeting
(a) The Nomination Committee reviews and determines whether the retiring Director continues to meet the selection criteria set out in the Policy.
(b) The Nomination Committee shall recommend to the Board which shall then make recommendation to shareholders in respect of the proposed re-election of Director at the general meeting.
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Nomination by Shareholders
(a) Please refer to “The procedures for shareholders to propose a person for election as a director” for details which is available on the Company’s website.
Monitoring and Reviewing of the Policy
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The Nomination Committee will review the implementation of Policy, as appropriate, including the mechanisms for ensuring independent views and input are available to the Board, to ensure its continued effectiveness. The Nomination Committee will discuss any revisions that may be required, and recommend any such revisions to the Board for adoption.
Disclosure of the Policy
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The Policy or a summary of the Policy will be disclosed in the Corporate Governance Report contained in the Annual Report of the Company.
Last Update: April 2023
Purpose
- The Board Diversity Policy (the “Policy”) sets out the approach to achieve diversity on the board of directors (the “Board”) of Shenwan Hongyuan (H.K.) Limited (the “Company”).
Policy Statement
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The Company recognizes and embraces of having a diverse Board is an essential element in maintaining high standard of corporate governance, and will help strengthen the business development of the Company and enhance the effectiveness and performance of the Board.
Selection Criteria
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Selection of candidates will be based on a range of diversity perspectives, including but not limited to skills, knowledge, professional experience, gender, age, cultural and educational background and length of service, and any other factors that the Board may consider relevant and applicable from time to time. The ultimate decision will be based on merit and contribution that the selected candidate will bring to the Board, with due regard for the benefits of diversity on the Board and also the needs of the Board without focusing on a single diversity aspect.
- The Company may set additional measurable objectives/specific diversity targets, which will be reviewed from time to time to ensure their appropriateness.
Monitoring and Review of the Policy
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The Nomination Committee will monitor the implementation of the Policy.
- The Nomination Committee will review the Policy at least annually to ensure its continued effectiveness. The Nomination Committee will discuss any revisions that may be required, and recommend any such revisions to the Board for adoption.
Disclosure of the Policy
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The Policy or a summary of the Policy together with any measurable objectives of the Policy and the progress made towards achieving those objectives, will be disclosed in the Corporate Governance Report contained in the Annual Report of the Company.
Last Update: April 2023
Audit Committee
Remuneration Committee
Nomination Committee
Risk Committee
Environmental, Social & Governance Committee
LIST OF DIRECTORS AND THEIR ROLE AND FUNCTION
(Effective 24 March 2023)
The members of the board of directors (the “Board”) of Shenwan Hongyuan (H.K.) Limited are set out below:
Executive Directors
Ms. Wu Meng (Chairman)
Mr. Zhang Jian
Mr. Tan Weijun
Mr. Liang Jun (Chief Executive Officer)
Mr. Hu Jing
Non-Executive Director
Mr. Zhang Lei
Independent Non-Executive Directors
Mr. Ng Wing Hang Patrick
Mr. Kwok Lam Kwong Larry
Mr. Chen Liqiang
There are 7 Board committees. The table below provides membership information of these Committees on which each Board member serves:
Directors\Board Committee | Audit Committee |
Remuneration Committee |
Nomination Committee |
Risk Committee |
Environmental, Social and Governance Committee |
Executive Committee |
Management Committee |
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Ms. Wu Meng | Chairman | Chairman | Chairman | ||||
Mr. Zhang Jian | Member | ||||||
Mr. Tan Weijun | Member | Member | |||||
Mr. Liang Jun | Member | Member | Member | Chairman | |||
Mr. Hu Jing | Member | Member | Member | ||||
Mr. Zhang Lei | |||||||
Mr. Ng Wing Hang Patrick | Chairman | Member | Member | Chairman | |||
Mr. Kwok Lam Kwong Larry | Member | Chairman | Member | Member | Member | ||
Mr. Chen Liqiang | Member | Member | Member | Member | Member |
Hong Kong, 24 March 2023
Shenwan Hongyuan (H.K.) Limited is committed to achieving and maintaining the highest standards of openness, probity and accountability. We hope that our employees and those who deal with us (the “Third Parties”) to help us to fight against failure to comply with legal or regulatory requirements, bribery or corruption, financial fraud, danger to the health and safety of any individual and other misconduct, which is essential to a healthy corporate culture and promoting high ethical standards within the Group. We encourage all Third Parties to report any suspected misconduct, malpractice or irregularity using the following email address: whistleblowing@swhyhk.com.
The whistleblowing information received will be followed up by an independent supervision department. When raising a concern, whistleblower should provide sufficient and specific case information so that investigations can be conducted effectively. Failure to provide clear and adequate information or a method of contact may delay or prevent an investigation. The Company will treat the reported information strictly confidential. While anonymous reports on suspected matters are permitted, you are encouraged to disclose your identity and contact details so that you can be contacted for further information, if necessary, and feedback on the reports can be provided.