Since the establishment of the Company, it has implemented comprehensive internal control system and measures to ensure sound corporate governance in place for the Company, including measures which (1) clarify authorization and power delegation for each layer of management from shareholder’s meetings, board of directors, chairman of the board to the general manager, (2) ensure secured and proper funds usage, (3) adopt stringent risk control for external investments,(4) strengthen project management for engineering projects, (5) optimize procurement and purchase system and plug the loopholes of the procurement process, (6) enhance the control policy in respect of fund raising, and (7) provide guidance for transactions with related parties.



Audit Committee

The Group has established its audit committee and adopted an updated written terms of reference in August 2013. The responsibilities of its audit committee are to supervise its internal control, financial information disclosure and financial reporting matters, which include the following: proposing the appointment, re-appointment or removal of external auditors; reviewing and monitoring the external auditors’ independence and objectivity and the effectiveness of the audit process in accordance with applicable standards; reviewing the financial information of the Company; overseeing the financial reporting system and internal control procedures of the Company; and enhancing the communication between internal auditors and external auditors.

The audit committee comprises Ms. Zang Xiu qing, Mr. Mi Xian wei and Mr. Li Man Choi. Ms. Zang Xiu qing and Mr. Li Man Choi are independent non-executive Directors. Ms. Zang Xiu qing is the chairman of the audit committee.

Terms of Reference

Remuneration and Appraisal Committee

The Group has established the remuneration committee and adopted an updated written terms of reference in August 2013. The responsibilities of its remuneration committee include the following: assessing and recommending to the Board on the Company’s remuneration structure and policies for all Directors, Supervisors and senior management; determining, with delegated responsibility from the Board, or recommending to the Board, the remuneration packages of executive Directors, Supervisors and senior management members; recommending to the Board concerning the remuneration of the non-executive Directors; reviewing and approving compensation arrangements relating to dismissal or removal of Directors for misconduct; and monitoring the implementation of remuneration policies of Directors, Supervisors and senior management.
 
The remuneration committee comprises Mr. Hou Shu jun, Mr. Tian Yunshan and Ms. Zhang Xiu qing. Mr. Hou Shu jun and Ms. Zhang Xiu qing are independent non-executive Directors. Mr. Hou Shu jun is the chairman of the remuneration committee.
 
Terms of Reference

Nomination Committee

We have established the nomination committee and adopted and updated written terms of reference in August 2013. The responsibilities of our nomination committee include the following: reviewing the selection standard, selection process, structure, size, composition and diversity of the Board and senior management to complement our Company’s corporate strategy; identifying suitable individuals to become Directors and senior management, selecting or recommending to the Board on the selection of individuals or providing advice to the Board in respect thereof; and making recommendations to the Board on the appointment, re-appointment and the succession planning for Directors and senior management.
 
The nomination committee comprises Mr. Zhao Zhen, Ms. Zang Xiu qing and Mr. Li Jianping. Mr. Zhao Zhen and Ms. Zang Xiu qing are independent non-executive Directors. Mr. Zhao Zhen is the chairman of the nomination committee.
 
Terms of Reference

Strategy Committee

The Group has established the strategy committee, and adopted an updated written terms of reference in August 2013. The responsibilities of our strategy committee include the following: researching and recommending on the major medium to long term strategic and development plans of the Company; researching and recommending on significant capital expenditures, investment and financing projects of the Company; and researching and recommending on significant matters relating to the development of the Company.
 
The strategy committee comprises Mr. Xing Luzhen, Mr. Tian Yun Shan, Mr. Mi Xian Wei, Mr. Zhao Zhen and Mr. Hou Shu Jun. Mr. Zhao Zhen and Mr. Hou Shu Jun are independent non-executive Directors. Mr. Xing Luzhen is the chairman of the strategy committee.
 
Terms of Reference

Articles of Association

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List of Directors and Their Roles and Functions

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Procedures for Shareholders to Nominate the Candidates of Directors

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35 Haibin Road, Qinhuangdao, Hebei Province, China
TEL: (86) 335 3099676
FAX: (86) 335 3093599
Postal code: 066002
Email: yuanhang@portqhd.com
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