Corporate Governance

The Company is determined to adopt corporate governance best practices, in a bid to increase the transparency and accountability to shareholders and investors.

Board of Directors

Our Board consists of nine Directors, including three Executive Directors, three Non-Executive Directors and three Independent Non-Executive Directors.

Executive Directors:

Ms. ZHAO Luyi (Chairman), Mr. JIANG Feng, TSANG Wah Tak, Brian

Non-Executive Directors:

Mr. YU Lu, Mr. DING Zhigang, Ms. GUO Lei

Independent Non-Executive Directors:

Mr. Victor YANG, Ms. LO Wan Man, Mr. ZOU Heqiang

Please Download

《List of Directors and their Role and Function》（in PDF）

Procedures for Shareholder to Propose A Person for Election as A Director

Risecomm Group Holdings Limited (the "Company") adopts a formal, transparent and carefully designed procedure for shareholders to recommend a person for election as a Director.

If a shareholder wishes to propose a person other than a director of the Company (the “Director”) for election as a Director, the shareholder must deposit a written notice (the “Notice”) to the principal place of business of the Company in Hong Kong at Units 4004-5, 40th Floor, Cosco Tower, 183 Queen's Road Central, Hong Kong, or the branch share registrar of the Company, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong the attention of the company secretary of the Company.

The Notice must state clearly the name of the shareholder and his/her/their shareholding, the full name of the person proposed for election as a Director, including the person’s biographical details as required by Rule 13.51(2) of the Listing Rules, and be signed by the Shareholder concerned (other than the person to be proposed). The Notice must also be accompanied by a letter of consent signed by the person proposed to be elected on his/her willingness to be elected as a Director.

The period for lodgment of the Notice will commence no earlier than the day after the despatch of the notice by the Company of the general meeting appointed for election of directors of the Company and end no later than 7 days prior to the date of such general meeting. If the Notice is received less than 15 days prior to the general meeting, the Company will need to consider the adjournment of the general meeting in order to give shareholders 14 days' notice of the proposal.

The Notice will be verified with the Company's branch share registrar and upon their confirmation that the request is proper and in order, the company secretary of the Company will ask the nomination committee of the Company (the “Nomination Committee”) and the board of directors of the Company (the “Board”) to consider to include the resolution in the agenda for the general meeting proposing such person to be elected as a Director.

Shareholders who have enquiries in relation to the above-mentioned procedures may write to the Company Secretary at Units 4004-5, 40th Floor, Cosco Tower, 183 Queen's Road Central, Hong Kong.

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《Procedures for Shareholders to Propose a Person for Election as a Director》（in PDF）

Audit Committee

We have set up an Audit Committee with terms of reference in compliance with Rule 3.22 of the Listing Rules and Rule C.3 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules on May 16, 2017. The audit committee comprises three Independent Non-Executive Directors, including Ms. LO Wan Man, Mr. Victor YANG, and Mr. ZOU Heqiang.  Ms. LO Wan Man currently serves as the Chairman of the committee.

The duties of our Audit Committee include, without limitation, (a) making recommendations to our Board on the appointment, re-appointment and removal of the external auditor, approving the remuneration and terms of engagement of the external auditor, and any questions of its resignation or dismissal; (b) monitoring the integrity of our financial statements, our accounts, our annual report and our interim report, and reviewing signification financial reporting judgments contained therein; and (c) reviewing our financial control, internal control and risk management systems.

Audit Committee

Ms. LO Wan Man (Chairman)

Mr. Victor YANG

Mr. ZOU Heqiang

Please Download

《Terms of Reference of Audit Committee》  （in PDF）

Remuneration Committee

We have set up a Remuneration Committee with terms of reference in compliance with Rule 3.26 of the Listing Rules and Rule B.1 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules on May 16, 2017. The remuneration committee comprises one Executive Director and two Independent Non-Executive Directors, including Executive Director Ms. GUO Lei, Independent Non-Executive Directors Mr. Victor YANG and Ms. LO Wan Man, with Mr. Victor YANG currently serves as the Chairman of the committee.

The duties of our Remuneration Committee, under the principle that no Director should be involved in deciding his own remuneration, including, without limitation, (a) making recommendations to our Board on our policy and structure for the remuneration of all our Directors and senior management and on the establishment of a formal and transparent procedure for developing remuneration policies; (b) making recommendations to our Board on the remuneration packages of our executive Directors and senior management, including benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their offices or appointments; and (c) reviewing and approving our management’s remuneration proposals with reference to our Board’s corporate goals and objectives.

Remuneration Committee

Mr. Victor YANG (Chairman)

Ms. LO Wan Man

Please Download

《Terms of Reference of Remuneration Committee》 （in PDF）

Nomination Committee

We have set up a Nomination Committee with terms of reference in compliance with Rule A.5 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules on May 16, 2017. The nomination committee comprises an Executive Director and two Independent Non-Executive Directors, including Executive Director Executive Director Ms. CHEN Shuiying, Independent Non-Executive Directors Ms. LO Wan Man and Mr. Victor YANG, and Ms. LO Wan Man currently serves as the Chairman of the committee.

The duties of our Nomination Committee include, without limitation, (a) reviewing the structure, size and composition (including the skills, knowledge and experience) of our Board at least annually and making recommendations on any proposed changes to our Board to complement our corporate strategy; (b) identifying individuals suitably qualified to become members of our Board and selecting or making recommendations to our Board on the selection of individuals nominated for directorships; (c) assessing the independence of our independent non-executive Directors; and (d) making recommendations to our Board on the appointment or re-appointment of our Directors and succession planning for our Directors, in particular the chairman and the chief executive officer.

Nomination Committee

Ms. LO Wan Man (Chairman)

Mr. Victor YANG

Please Download

《Terms of Reference of Nomination Committee》  （in PDF）

Updated on 3rd July, 2024