The Directors recognize the importance of incorporating elements of good corporate governance in the management structures and internal control procedures of the Group so as to achieve effective accountability. The Company has adopted the code provisions stated in the Corporate Governance Code contained in Appendix 14 to the Listing Rules since the Listing. The Company is committed to the view that the Board should include a balanced composition of executive Directors and independent non-executive Directors so that there is a strong independent element on the Board, which can effectively exercise independent judgment.
Except for the deviation from Corporate Governance Code provision A.2.1, the Group’s corporate governance practices are in compliance with the Corporate Governance Code since the Listing and up to 31 December 2019. Corporate Governance Code provision A.2.1 stipulates that the roles of the chairman and chief executive officer should be separate and should not be performed by the same individual. Mr. Zhang was the chairman of the Board and the CEO during the year 31 December 2019. In view of the fact that Mr. Zhang had been assuming day-to-day responsibilities in operating and managing the Group since its establishment, the Board believes that it is in the best interest of the Group to have Mr. Zhang taking up both roles for effective management and business development. Therefore, the Directors consider that the deviation from Corporate Governance Code provision A.2.1 is appropriate in such circumstance. Notwithstanding the above, the Board is of the view that this management structure is effective for the Group’s operations and sufficient checks and balances are in place.
Mr. Zhang Yuanlin (張園林), aged 44, founded the Group in March 2010. Mr. Zhang has been a Director since 18 September 2018 and was re-designated as the chairman of the Board, an executive Director and the CEO of the Company on 14 May 2019.
Ms. Tu Jing (涂菁), aged 31, was appointed as the executive Director on 14 May 2019. Ms. Tu is primarily responsible for the overall management of the Group and performance review of the senior management of the Group. Ms. Tu joined the Group in February 2014 as the secretary to the chairman and assumed the role of director of operations management in February 2015.