The Board is consisted of seven members, including three executive directors, one non-executive directors, and three independent non-executive directors.
Mr. Zhang Jianguo is the founder of the Group. He is our executive director, Chairman of our Board and Chief Executive Officer, Chairman of the Nomination Committee. He is also a director, an executive director or a general manager of various subsidiaries of the Group. Mr. Zhang Jianguo has more than 21 years of experience in the HR management sector and he is responsible for the overall strategic planning and business direction, operation and management of our Group while overseeing our business. Prior to joining our Group, Mr. Zhang Jianguo held key roles in several companies, including chief executive officer of ChinaHR.com, general manager of China Stone Management Consulting Ltd., general manager of Shenzhen Yihua Times Management Consulting Ltd., and vice president at Huawei responsible for overseeing HR matters.
Mr. Zhang Jianguo is currently the vice president of Beijing Human Resources Consulting Association, Shanghai Human Resources Consulting Association and Sichuan Human Resources Services Consulting Association, and the vice chairman of the professional committee of China Association of Trade in Services. In 2021, Mr. Zhang Jianguo was awarded the Qualification Certificate of Specialty and Technology with specialty in Senior Economist by Department of Human Resources and Social Security of Hubei Province and the New Pioneer for 2021 by 36Kr. Mr. Zhang Jianguo was an author of numerous publications, namely Compensation System Design, Performance System Design, Professional Process Design, Flexible Employment, Manager’s Thought — Winning in Strategic Human Resource Management, China Development Report on Flexible Employment (2021) – The Transformation of Organization and the Innovation of Employment, and China Development Report on Flexible Employment (2022) – Efficiency, Flexibility and Compliance for Diverse Employment.
Mr. Zhang Feng is one of the founders of the Group. He is our executive Director and Chief Operating Officer of the Group. Mr. Zhang Feng is also a director and a general manager of various subsidiaries of the Group. Mr. Zhang Feng has more than 20 years of experience in the HR management sector. He is responsible for overseeing the research and development of our information system (including the Xiang Recruitment Platform), managing the recruitment and delivery centre in Suzhou and the operation infrastructure of our professional recruitment services, and devising the overall product development strategy of our Group. Prior to joining our Group, Mr. Zhang Feng worked as a regional general manager at ChinaHR.com from August 2004 to June 2011, and served as the HR manager at Datang Telecom Technology Co., Ltd. (stock code: 600198) from July 2000 to August 2004.
Ms. Zhang Jianmei is one of the founders of the Group. She is our executive Director and General Manager of the information technology flexible staffing division. Ms. Zhang Jianmei is also a director or a supervisor of various subsidiaries of the Group. She has been responsible for overseeing the Group’s information technology flexible staffing services since September 2020. Prior to that, she was the Sales Vice President of our Group. Ms. Zhang Jianmei was awarded the Top 50 Female Entrepreneurs in China’s Human Resources Service Industry by Tophr in 2021. Ms. Zhang Jianmei has more than 18 years of experience in the HR management sector. Prior to joining our Group, Ms. Zhang Jianmei worked as a vice general manager of the western region of China and a general manager of the Chengdu subsidiary of ChinaHR.com from July 2004 to March 2011, and worked as a vice general manager of the Chengdu subsidiary of Times Bright China from August 2002 to July 2004.
Mr. Chen Rui was appointed as a Director in April 2012 and was re-designated as a non-executive Director in March 2019. Mr. Chen was appointed as the chairman of the Investment and Compliance Committee in April 2023. Mr. Chen is a Director nominated by LC Fund V, L.P. (our substantial shareholder) and LC Parallel Fund V, L.P. From February 2005 up to present, he has held various positions at Legend Capital Management Co., Ltd. and he currently serves as the co-chief investment officer and managing director, where he is primarily responsible for overseeing investments.
Ms. Chan Mei Bo Mabel is our independent non-executive Director and joined our Group in November 2019. She is also the chairwoman of the Remuneration Committee and member of the Audit Committee and the Nomination Committee. Ms. Chan Mei Bo Mabel established Mabel Chan & Co. in February 1999 and became the deputy managing partner of Grant Thornton Hong Kong Limited following their merger in January 2016. Ms. Chan has been serving as an independent non-executive director of Kingmaker Footwear Holdings Ltd. (stock code: 1170). Ms. Chan was also an independent non-executive director of Bank of Zhengzhou Co., Ltd. (stock code: 6196), from June 2015 to December 2021.
Mr. Shen Hao is our independent non-executive Director and joined our Group in November 2019. He is also a member of the Remuneration Committee and the Nomination Committee. With effect from October 2023, he became a member of the Audit committee. Mr. Shen has been an independent director of NCH Hua Yang Ltd. since November 2013. He was a managing director of H&Q Asia Pacific from November 2010 to July 2013. He was a vice general manager of China International Capital Corporation Limited (stock code: 3908), from April 2007 to February 2008. He was an assistant to the chief executive officer of GF Securities Co., Ltd. from September 2001 to August 2006. He was the head of executive education client services in Harvard University from April 1997 to August 2001, where he was responsible for the design and deployment of technology support services and training.
Mr. Leung Ming Shu is our independent non-executive Director and joined our Group in November 2019. He is also the chairman of the Audit Committee. Mr. Leung founded internet private equity fund Harmony Capital as the founding partner in January 2018. Mr. Leung has been the company secretary of China ITS (Holdings) Co., Ltd. (stock code: 1900) since January 2008 and the chief financial officer of this company from January 2008 to January 2018. He is also an independent non-executive director of Sun King Technology Group Limited (stock code: 580) and Cabbeen Fashion Limited (stock code: 2030). Mr. Leung was the independent non-executive director of Comtec Solar Systems Group Limited (stock code: 712) from June 2008 to February 2021. He was also the independent director of Glory Star New Media Group Holdings Limited (NASDAQ: GSMG) from February 2020 to April 2022. Mr. Leung has over 22 years of experience in corporate finance and accounting. Since April 2021, Mr. Leung has been serving as group chief financial officer, a member of strategy committee of 58.com Inc. and a managing partner of 58 Industry Fund, where he is mainly responsible for overseeing overall financial and legal functions and strategic investment of 58.com Inc.
Chairman, Executive Director, and Chief Executive Officer, please see to Board of Directors for details.
Executive Director, Chief Operating Officer, please see to Board of Directors for details.
Executive Director, General Manager of IT Staffing Services, please see to Board of Directors for details.
Ms. Chen is the Group Vice President, Chief Financial Officer and Joint Company Secretary of the Company. She is responsible for overseeing the finance management and regulatory compliance of our Group, and managing investor relationships, and strategic research and planning of our Group. She joined the Company in September 2021, mainly responsible for the strategic research and planning, investor relations, and engages in the merger and acquisitions and investment activities, and was appointed as the Chief Financial Officer and Joint Company Secretary on 12 December 2022. Prior to joining the Group, Ms. Chen had 11 years of experience in investment banking. She worked in Asia Pacific investment banking department of BNP Paribas in Hong Kong and Media & Telecom M&A team of BNP Paribas in Paris. She obtained Master degrees in MSc in Management (Finance) and in European Business from EMLYON Business School.
The Audit Committee comprises three members, including three independent non-executive Directors, namely Mr. Leung Ming Shu, Ms. Chan Mei Bo Mabel and Mr. Shen Hao. Mr. Leung Ming Shu is the chairman of the Audit Committee.
The terms of reference of the Audit Committee are of no less exacting terms than those set out in the CG Code. The primary duties of the Audit Committee are to assist the Board in reviewing the financial information and reporting process, risk management and internal control systems, effectiveness of the internal audit function, scope of audit and appointment of external auditor, providing advice and comments to the Board and arrangements to enable employees of the Company to raise concerns about possible improprieties in financial reporting, internal control or other matters of the Company.
The Remuneration Committee comprises three members, including two independent non-executive Directors, namely Ms. Chan Mei Bo Mabel and Mr. Shen Hao and one executive Director, namely Mr. Zhang Jianguo. Ms Chan Mei Bo Mabel is the chairman of the Remuneration Committee.
The terms of reference of the Remuneration Committee are of no less exacting terms than those set out in the CG Code. The primary duties of the Remuneration Committee include making recommendations to the Board on the remuneration packages of individual executive Directors and senior management, making recommendations to the Board on the Company's remuneration policy and structure for all Directors and senior management, and establishing a formal and transparent procedure for developing remuneration policy to ensure that no Director or any of his/her associates will participate in deciding his/her own remuneration.
The Nomination Committee comprises three members, including one executive Director, namely Mr. Zhang Jianguo and two independent non-executive Directors, namely Ms. Chan Mei Bo Mabel and Mr. Shen Hao. Mr Zhang Jianguo is the chairman of the Nomination Committee.
The terms of reference of the Nomination Committee are of no less exacting terms than those set out in the CG Code. The primary duties of the Nomination Committee include reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board annually and making recommendations on any proposed change to the Board to complement the Company's corporate strategy; making recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors, in particular, the Chairman and the chief executive, and assessing the independence of independent non-executive Directors.
In assessing the Board composition, the Nomination Committee would take into account various aspects as well as factors concerning Board diversity as set out in the Company's board diversity policy. The Nomination Committee would discuss and agree on measurable objectives for achieving diversity on the Board, where necessary, and recommend them to the Board for adoption.
The Investment and Compliance Committee comprises three members, including one non-executive Director, namely Mr. Chen Rui, one executive Director, namely Mr. Zhang Jianguo and one independent non-executive Director, namely Mr. Leung Ming Shu. Mr. Chen Rui is the chairman of the Investment and Compliance Committee.
The primary duties of the Investment and Compliance Committee are to review, evaluate investment projects for long-term development of the Company and make recommendations to the Board, to study and make recommendations to the Board on major investments and financing solutions, major capital investments and other significant investment matters which may have effect on the development of the Company, to supervise the implementation of the above-mentioned matters duly approved by the Board, to review the Company's financial controls, investing capital, financing strategy and treasury risk management from time to time, to discuss the Company's position in respect of investment risk, to make recommendations to the Board on compliance matters in relation to rules and regulations issued by the Stock Exchange, the SFO and the relevant rules and regulations and to make recommendations to the Board in relation to the policy of corporate governance of the Company.
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