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Corporate Governance

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The Company clearly understands that its commitment to the corporate values of integrity and diligence, persistent adherence to sound corporate governance principles, efforts to enhance transparency and independence of its operations and the establishment of an effective accountability system all contribute to ensure its stable development and enhance shareholders’ value.

Since its establishment, the Company has set up a corporate governance structure which comprises the general meeting, the Board, the Supervisory Committee and the management, and has continued to review and enhance such structure by means of practice. To date, the Company has realised a separation in positions between the Chairman and the President. It has set up five specialised committees under the Board and these committees practically perform their tasks, including implementing an independent internal audit regime, establishing a comprehensive internal control regime as well as formulating multi-tier governance rules based on the Articles of Association. These rules aim to clearly define the duties, limit of authority and conduct standards. Based on the laws and regulations and the governance rules, the shareholders of the Company, the Board, the Supervisory Committee and the management discharge their own duties, coordinate with each other, effectively counter-regulate each other, and continuously enhance corporate governance standards, thereby laying a good foundation for driving the Company’s development and maximising value for the shareholders.

 

 

 

 

As at 31 December 2015, the total numbers of shareholders and the top ten holders of non-restricted circulating shares of the Company based on the shareholders’ registers supplied by the share registrar and the transfer offices of the Company in Hong Kong and the PRC were as follows:

 
Name of SHareholders
Number of non-restricted circulating shares held
Type of Shares
  HKSCC Nominees Limited (Note)
718,459,099
H Shares
  Xin Tong Chan Development (Shenzhen) Company Limited
654,780,000
A Shares
  Shenzhen Shen Guang Hui Highway Development Company
411,459,887
A Shares
  China Merchants Hua Jian Highway Investment Co., Ltd
87,211,323
A Shares
  Guangdong Roads and Bridges Construction Development Company Limited
61,948,790
A Shares
  Au Siu Kwok
11,000,000
H Shares
  Ip Kow
9,100,000
H Shares
  China  Securities Finance Corporation Limited
4,416,000
A Shares
  Shanghai Honestfund Asset Management Co.,Ltd-Honestfund Multi-Strategy Securities Investment Funds
4,144,825
A Shares
  Shanghai Chengming Investment Co.,Ltd
3,086,942
A Shares
 Note: The H shares held by HKSCC Nominees Limited were held on behalf of various clients.

As at 30 September 2015, the total numbers of shareholders and the top ten holders of non-restricted circulating shares of the Company based on the shareholders’ registers supplied by the share registrar and the transfer offices of the Company in Hong Kong and the PRC were as follows:

 
Name of SHareholders
Number of non-restricted circulating shares held
Type of Shares
  HKSCC Nominees Limited (Note)
717,209,098
H Shares
  Xin Tong Chan Development (Shenzhen) Company Limited
654,780,000
A Shares
  Shenzhen Shen Guang Hui Highway Development Company
411,459,887
A Shares
  China Merchants Hua Jian Highway Investment Co., Ltd
87,211,323
A Shares
  Guangdong Roads and Bridges Construction Development Company Limited
61,948,790
A Shares
  Au Siu Kwok
11,000,000
H Shares
  Ip Kow
9,100,000
H Shares
  CHINA SECURITIES FINANCE CO., LTD.
4,416,000
A Shares
  Zhang Li Qi
2,606,643
A Shares
   Boc – Huatai-Pinebridge Actively Growing Mixed Securities Investment Funds
2,549,903
A Shares
 Note: The H shares held by HKSCC Nominees Limited were held on behalf of various clients.

 

As at 30 June 2015, the total numbers of shareholders and the top ten holders of non-restricted circulating shares of the Company based on the shareholders’ registers supplied by the share registrar and the transfer offices of the Company in Hong Kong and the PRC were as follows:

 
Name of SHareholders
Number of non-restricted circulating shares held
Type of Shares
  HKSCC Nominees Limited
717,623,098
H Shares
  Xin Tong Chan Development (Shenzhen) Company Limited
654,780,000
A Shares
  Shenzhen Shen Guang Hui Highway Development Company
411,459,887
A Shares
  China Merchants Hua Jian Highway Investment Co., Ltd
87,211,323
A Shares
  Guangdong Roads and Bridges Construction Development Company Limited
61,948,790
A Shares
  Au Siu Kwok
11,000,000
H Shares
  Ip Kow
9,100,000
H Shares
  WANG YAO WO
4,689,534
A Shares
  HONG KONG SECURITIES CLEARING COMPANY LTD.
4,333,766
H Shares
  China Construction Bank Corporation - Bosera Zhongzheng Taojin Dashuju 100 Index Securities Investment Fund
2,808,801
H Shares
 Note: 1. The H shares held by HKSCC Nominees Limited were held on behalf of various clients.
            2. The A shares held by Hong Kong Securities Clearing Company Ltd. were held on behalf of the overseas participants under Shanghai-Hong Kong Stock Connect Program.
 

 

As at 31 March 2015, the total numbers of shareholders and the top ten holders of non-restricted circulating shares of the Company based on the shareholders’ registers supplied by the share registrar and the transfer offices of the Company in Hong Kong and the PRC were as follows:

 
Name of SHareholders
Number of non-restricted circulating shares held
Type of Shares
  HKSCC Nominees Limited (Note)
710,617,098
H Shares
  Xin Tong Chan Development (Shenzhen) Company Limited
654,780,000
A Shares
  Shenzhen Shen Guang Hui Highway Development Company
411,459,887
A Shares
  China Merchants Hua Jian Highway Investment Co., Ltd
87,211,323
A Shares
  Guangdong Roads and Bridges Construction Development Company Limited
61,948,790
A Shares
  Au Siu Kwok
11,000,000
H Shares
  Ip Kow
9,100,000
H Shares
  Deutsche Bank Aktiengesellschaft
5,578,549
A Shares
  Wong Kin Ping + Li Tao
5,000,000
H Shares
  Hong Kong Securities Clearing Company Ltd.
3,103,075
A Shares
 Note: 1. The H shares held by HKSCC Nominees Limited were held on behalf of various clients.
            2. The A shares held by Hong Kong Securities Clearing Company Ltd. were held on behalf of the overseas participants under Shanghai-Hong Kong Stock Connect Program.

 

 

 

Introduction to the duties of the Board and specialised committees under the Board:

Board: The principal duties of the Board are to exercise management and decision-making powers according to the authorities granted at the general meeting in respect of the Company’s development strategies, management structure, investment and financing, planning, financial control, human resources, and so forth.

Five specialised committees have been set up under the Board. These committees have their designated duties and terms of reference. They are required to review and monitor matters in specific areas of the Company and make corresponding recommendations to the Board.

The Strategic Committee was established in November 2001. It is responsible for studying the directions of the Company’s strategic development, considering the Company’s strategic plans, monitoring the implementation of strategies and facilitating adjustments to the Company’s strategies and governance structure on a timely basis.

The Audit Committee was established in August 1999. It comprises Non-executive Directors, with the majority being Independent Directors. The committee is responsible for reviewing and monitoring the quality and procedures of the Group’s financial reporting; evaluating whether the Company’s internal control regimes are sound and effective; appointing the independent auditors, coordinating their work and reviewing the efficiency and quality of their work; and reviewing all written reports furnished by internal audit officers as well as the management’s feedback to such reports.

The Remuneration Committee was established in November 2001. It comprises mainly Independent Directors. It is responsible for studying and examining the Company’s remuneration policies and incentive regimes, devising the appraisal standards for the Company’s Directors and senior management, and conducting appraisals thereof.

The Nomination Committee was established in November 2001. It comprises mainly Independent Directors. It is responsible for examining or devising the Company’s human resources development strategies and planning; and conducting studies and making proposals in respect of nominees, nomination criteria and nomination procedures for the Company’s Directors and senior management.

The Risk Management Committee was established in August 2004. Currently, it is mainly responsible for improving and enhancing the Company’s procedures and systems for managing its investment activities, and providing support to the Company’s business decision-making and operations by performing risk analysis and controls in relation to individual investment projects.

The Supervisory Committee is accountable to the shareholders’ general meetings and independently exercises its supervising authority upon the Company in a lawful manner, to prevent the legal rights and interests of the shareholders, the Company and its staff from being infringed. Its main duties include examining the financial situation of the Company, supervising the Company’s decisions and their implementation on material operational activities and connected transactions, supervising the acts of the Directors and senior management discharging their duties to ensure its lawfulness and compliance.