Annual Report 2012 - Haitian International Holdings Ltd.

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Corporate Governance Report The Audit Committee met four times during year 2012. During the meetings, the Audit Committee considered the annual results of the Group for the year ended 31 December 2011 and the interim results of the Group for the six months ended 30 June 2012 as well as reports prepared by the external auditors relating to accounting and internal control issues and major findings in the course of audit/review. Remuneration Committee The Remuneration Committee is responsible to review the policy for remuneration of the Directors and other senior management of the Group and to make recommendations to the Board on the remuneration packages of each Director and senior management. The Group’s policy for remuneration (including basic salary and performance bonus) of the Directors and other senior management is based on skills, knowledge, involvement and performance of the individuals by reference to the Company’s performance and profitability, as well as industry practice. The composition of the Remuneration Committee and the attendance of the one meeting of the Remuneration Committee during year 2012 are set out below: Attendance From 1 January 2012 to 29 March 2012 Mr. Zhang Jianming (Chairman of Committee)* 1/1 Mr. Pan Chaoyang 1/1 Mr. Gao Xunxian 1/1 * In view of the new requirements of the CG Code which became effective on 1 April 2012, Mr. Zhang Jianming resigned as Chairman of the Remuneration Committee on 30 March 2012. From 30 March 2012 to 31 December 2012 Mr. Dai Guowah (Chairman of Committee) (1) Mr. Zhang Jianming Mr. Pan Chaoyang (2) Mr. Gao Xunxian (1) Mr. Dai Guowah was appointed as an independent non-executive director and the Chairman of the Remuneration Committee on 30 March 2012. He later resigned as an independent non-executive director and the Chairman of the Remuneration Committee on 28 March 2013 and Mr. Jin Hailiang was appointed as an independent non-executive director and the Chairman of the Remuneration Committee on the same date. N/A N/A N/A N/A (2) Mr. Pan Chaoyang resigned as an independent non-executive director and a member of the Remuneration Committee on 1 June 2012. The Remuneration Committee had concluded that the packages of the Directors and senior management are in line with market standards for companies in the industry which the Group belongs to. Training and Support for Directors The Company recognizes the importance of keeping the Directors updated with latest information of duties and obligations of a director of a company which shares are listed on the Stock Exchange of Hong Kong Limited and the general regulatory requirements and environment for such listed company. To meet this goal, each newly appointed Director would receive an introductory training regarding the statutory and regulatory obligations of a director of a listed company in Hong Kong. The Company would also provide regular updates in relation to the latest developments regarding Listing Rules and other applicable regulations. 24
Corporate Governance Report During the period from 1 April 2012 to 31 December 2012, the Directors had participated in the following types of continuous professional development: Executive Directors Mr. Zhang Jingzhang Mr. Zhang Jianming Prof. Helmut Helmar Franz Mr. Zhang Jianfeng Mr. Zhang Jianguo Ms. Chen Ningning Type of continuous professional development A, B A, B A, B A, B A, B A, B Non-executive Directors Mr. Guo Mingguang A, B Mr. Liu Jianbo A, B Mr. Hu Guiqing (resigned on 28 December 2012) B Independent Non-executive Directors* Mr. Gao Xunxian Mr. Lou Baijun Dr. Steven Chow Mr. Dai Guowah (resigned on 28 March 2013) Mr. Pan Chaoyang (resigned on 1 June 2012) Mr. Dai Xiangbo (resigned on 30 March 2012) A: attending seminars and/or in-house trainings relating to duties of directors of listed companies B: reading guidance notes and updates relating to regulatory requirements for listed companies and obligations of their directors A, B A, B B A, B B N/A * Mr. Jin Hailiang was appointed as an independent non-executive director on 28 March 2013 and therefore was not shown in this table. Internal Control and Corporate Governance The Board has overall responsibility for the establishment, maintenance and review of the Group’s system of internal control and corporate governance. In 2012, the Board has conducted a review with the management of the effectiveness of the system of internal control and corporate governance of the Company and its subsidiaries and considered that the internal control system and corporate governance measures are effective. Directors’ and Auditor’s Acknowledgement The Board acknowledges its responsibility for preparing the accounts of the Company are in accordance with statutory requirements and applicable accounting standards. The management provides all relevant information and records to the Board, which enable it to prepare the accounts and to make above assessments. The statement of the auditor of the Company on its reporting responsibilities on the financial statements of the Group is set out in the Auditor’s Report on pages 37 and 38. Auditor’s Remuneration During the year, the auditor of the Company, PricewaterhouseCoopers, charged RMB2,999,000 for audit services. Annual Report 2012 Haitian International Holdings Limited 25
Page 3 and 4: Contents 2 Financial Highlights 3 C
Page 5 and 6: Company Profile and Corporate Infor
Page 7 and 8: Chairman‘s Statements The Board o
Page 9 and 10: Chairman‘s Statements maintain th
Page 11 and 12: CEO‘s Report Financial Review Sal
Page 13 and 14: CEO‘s Report Foreign Exchange Ris
Page 15 and 16: Directors and Senior Management Exe
Page 17 and 18: Directors and Senior Management Mr.
Page 19 and 20: Directors and Senior Management Dr.
Page 21 and 22: Investor Information Listing Inform
Page 23 and 24: Corporate Governance Report Haitian
Page 25: Corporate Governance Report Directo
Page 29 and 30: Corporate Governance Report Shareho
Page 31 and 32: Report of the Directors The directo
Page 33 and 34: Report of the Directors (vii) Exerc
Page 35 and 36: Report of the Directors Long Positi
Page 37 and 38: Report of the Directors Competing B
Page 39 and 40: Independent Auditor’s Report TO T
Page 41 and 42: Consolidated Balance Sheet As at 31
Page 43 and 44: Balance Sheet As at 31 December 201
Page 45 and 46: Consolidated Statement of Comprehen
Page 47 and 48: Consolidated Statement of Cash Flow
Page 49 and 50: Notes to the Consolidated Financial
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Notes to the Consolidated Financial
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Haitian International Holdings Limi
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