22 Aug 2017,
  • HSI:
    27,154.68 107.11 (0.40%)
    HSCI:
    10,751.54 57.89 (0.54%)
    HKSPLC25:
    34,826.82 74.89 (0.22%)
    HKSPGEM:
    267.03 0.26 (0.10%)
  • HSCEI:
    10,751.54 57.89 (0.54%)
    HSCCI:
    4,250.31 39.75 (0.94%)
    HSFML25:
    9,337.75 83.29 (0.90%)
    H-FIN:
    17,307.90 54.20 (0.31%)
  • Hang Seng Index
  • 27,154.68

  • 107.11 (0.40%)
HSCI 10,751.5 57.9
HKSPLC25 34,826.8 74.9
HKSPGEM 267.0 0.3
HSCEI 10,751.5 57.9
HSCCI 4,250.3 39.8
HSFML25 9,337.8 83.3
H-FIN 17,307.9 54.2
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Welling Holding Limited (00382.HK)

Electronics

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Welling Holding Limited is a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (Stock Code : HK00382). It is specialized in the research and development and manufacture of motors and its driving system. The motor products as developed and manufactured by Welling are widely applied to the fields of home appliances, cleaning equipment, pump products, industrial automation and vehicles.

The Company has four major manufacturing bases and six factories for its motor products which are located in Shunde Guangdong, Wuhu Anhui and Huaian Jiangsu and Changzhou Jiangsu respectively with a production capacity of more than 220 million units of motor per annum. Products manufactured by the Company are mainly distributed to many different countries and regions including Asia, America, Europe and Oceania. We have built up long term business relationship with cooperative partners which all are world known famous home appliances manufacturers such as Indesit, Carrier, Samsung, LG, Mitsubishi, Daikin, NSK, Sanyo-Denki, Karcher, Haier, Midea and Hisense etc...
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Mr. Tan Jinsong -

was appointed as an independent non-executive Director of the Company since 1 August 2009. Mr. Tan is the chairman of the Audit Committee and a member of the Remuneration Committee and the Nomination Committee of the Company. He was approved as a PRC registered accountant in June 1995 and has become a non-practicing member of the Guangdong Provincial Institute of Certified Public Accountants since January 2003. He possesses over 31 years of experience in the profession of accounting and financial management. Mr. Tan is currently a professor of the School of Management of Sun Yat-sen University and was the head of Department of the Faculty of Accountancy and the vice dean of the School of Management of Sun Yat-sen University.

Mr. Tan is an independent director of Guangzhou Hengyun Enterprises Holding Ltd. and Shanghai RAAS Blood Products Co., Ltd. (both companies are listed on the Shenzhen Stock Exchange), Poly Real Estate Group Co., Ltd. and Huafa Industrial Co., Ltd. Zhuhai (both companies are listed on the Shanghai Stock Exchange) and China Southern Airlines Company Limited (a company listed on the Shanghai Stock Exchange, the Stock Exchange of Hong Kong and the New York Stock Exchange).

Mr. Tan was an independent director of a number of PRC listed companies, including Yihua Real Estate Co., Ltd. and Sundiro Holding Co., Ltd., (both companies are listed on the Shenzhen Stock Exchange) and Grandhope Biotech Co., Ltd. (a company listed on the ChiNext of the Shenzhen Stock Exchange).

Mr. Lam Ming Yung -

was appointed as an independent non-executive Director of the Company since 1 December 1999. Mr. Lam is a member of the Audit Committee, the Remuneration Committee and the Nomination Committee of the Company. He graduated from the School of Law of Shanghai Eastern Chinese College of Politics and Jurisprudence with a Bachelor of Law Degree in 1986, started practicing law in the province of Fujian in PRC in 1987, and moved to Hong Kong in mid-1993. He was registered as a foreign lawyer with The Law Society of Hong Kong in July 1995. Mr. Lam is the chief executive officer of a private investment management company.

Mr. Lam was the Chief PRC Consultant, Corporate Finance, and Foreign Legal Consultant (PRC) in the Hong Kong office of Sidley Austin LLP.

Ms. Cao Zhoutao -

was appointed as an independent non-executive Director of the Company since 21 October 2013. Ms. Cao is the chairman of the Remuneration Committee and a member of the Audit Committee and the Nomination Committee of the Company. She is an associate professor of School of Business Administration of South China University of Technology. She has extensive experience in human resources, organisation behavior, financial management and accounting. Ms. Cao holds a Bachelor of Engineering Degree in Management Engineering from Chongqing Industrial Management School, a Master of Engineering Degree in Management Engineering and a Doctor of Management Degree in Management Science and Engineering from South China University of Technology. She is a certified public accountant in PRC.

Ms. Cao is a director of Vtron Group Co., Ltd. (formerly known as Vtron Technologies Ltd., which is a company listed on the Shenzhen Stock Exchange) and an independent director of Youmi Technologies Co., Ltd. (a company listed on the National Equities Exchange and Quotations System (also known as the New Third Board) of China.

Ms. Cao was an independent director of Guangzhou Zhujiang Brewery Co., Ltd. (a company listed on the Shenzhen Stock Exchange).

Mr. Fu Yongjun -

was appointed as an executive Director, the Chairman of the Board, the chairman of the Nomination Committee and the Executive Committee and a member of the Remuneration Committee of the Company since 20 July 2017. He is also a director of certain subsidiaries of the Group. Mr. Fu joined Midea Group in October 1999 and held various senior management positions in Midea Group. He has extensive experience in new product development, technical management, quality management, lean production, sales and marketing management, and overall business operations management. Mr. Fu holds a Bachelor of Engineering Degree in Refrigerating Equipment and Cryogenic Technique from Huazhong University of Science and Technology and an Executive Master of Business Administration Degree (EMBA) from Tsinghua University.

Mr. Zhang Lifeng -

was appointed as an executive Director, the Chief Executive Officer and a member of the Executive Committee of the Company since 24 April 2017. Mr. Zhang joined the Group in January 2017 and is the general manager of the production plants in Shunde. Mr. Zhang was employed by Midea Group in July 2002 and held various middle and senior management positions in Midea Group. He has extensive experience in production and manufacturing, new project development and quality management. Mr. Zhang holds a Bachelor of Mechanical Engineering and Automation Degree from Zhejiang University of Technology and a Master of Business Administration Degree from Nanjing University.

Ms. Pan Xinling -

was appointed as an executive Director, the Chief Financial Officer, a member of the Executive Committee and an authorised representative of the Company since 9 July 2015. She is also a director of certain subsidiaries of the Group. Ms. Pan joined Midea Group in 1999. She held various senior management positions in Midea Group and is familiar with research and development, sales and marketing, and production system business. She has extensive experience in overall cost accounting management. Ms. Pan holds a Bachelor of Wood-working Machinery Degree and a Master of Management Degree from Northeast Forestry University. She is an accountant accredited by the Ministry of Personnel People’s Republic of China.

Mr. Li Li -

was appointed as an executive Director and a member of the Remuneration Committee, the Nomination Committee and the Executive Committee of the Company since 23 November 2015. He is the director of operations and human resources department and also a director of certain subsidiaries of the Group. Mr. Li joined Midea Group in July 2002. He held various senior management positions in Midea Group and has extensive experience in sales and marketing, operations management and human resources. In addition, Mr. Li was responsible for and participated in certain sizable strategic merger and acquisition projects in PRC and overseas, joint venture negotiations for cooperation in the overseas market as well as reorganisation after merger and acquisition. Mr. Li holds a Master of Business Administration Degree from Tsinghua University.

Mr. Xiao Mingguang -

was appointed as an executive Director and a member of the Executive Committee of the Company since 15 July 2016. He is also a director of certain subsidiaries of the Group. Mr. Xiao joined Midea Group in 2000 and has considerable experience in finance, audit and overall management of supply chain and operations. Mr. Xiao is a financial controller of Midea Group Co., Ltd. and a director of Wuxi Little Swan Co., Ltd. (both companies are listed on the Shenzhen Stock Exchange), and a finance director of Midea Group. Mr. Xiao holds an Executive Master of Business Administration Degree (EMBA) from Peking University.

Mr. Li Feide -

was appointed as an executive Director and a member of the Executive Committee of the Company since 12 December 2012. He is also a director of certain subsidiaries of the Group. Mr. Li joined Midea Group in July 1999. Mr. Li is a director, vice-president and corporate operation director of Midea Group Co., Ltd. (a company listed on the Shenzhen Stock Exchange). Mr. Li holds a Bachelor of Mechanical Engineering and Automation Degree and a Bachelor of Economics Degree from Huazhong University of Science and Technology and an Executive Master of Business Administration Degree (EMBA) from the Sun Yat-sen University.

Board of Directors
 
Board Structure

The roles of the Chairman and the Chief Executive Officer of the Company are performed by separate individuals so as to enhance the division of responsibilities between them and to ensure a balance of power and authority.

The role of the Chairman is to be responsible for taking the lead of the Board in determining the strategic direction of the Group, ensuring that all Directors are properly briefed on business contemplated at Board meetings and receive timely, adequate, complete and reliable information, good corporate governance practices and procedures are established as well as managing a good relationship and communication with shareholders. The Chief Executive Officer of the Company with the support of other Executive Directors is responsible for implementation of strategic planning of different business functions and day-to-day management of business and operations of the Group.

The Board is collectively responsible for the leadership and control of the Group and oversees the Group's businesses, strategic decisions and performances whereas the senior management of the Group was vested with the authority and responsibility by the Board for the day-to-day management of the Group. In addition, as an integral part of good corporate governance, the Board has established various Board Committees to oversee particular aspects of the Company's affairs.

The Board comprises nine members, consisting of six Executive Directors and three Independent Non-executive Directors.

The Group has three Independent Non-executive Directors, at least one of whom has appropriate financial management expertise, in compliance with the Listing Rules. Each Independent Non-executive Director gives the Group an annual confirmation of his/her independence, and the Group considers these Directors to be independent under the guidelines set out in rule 3.13 of the Listing Rules.

The Company will ensure that the Board has a balance of skills and experience appropriate for the requirements of the business of the Company.


Board Meetings

Board meetings are held at least four times a year at approximately quarterly intervals. At those regular Board meetings, the Directors will discuss and formulate overall strategies for the Group, monitor financial performance, review and approve the annual and interim results, as well as discuss other significant matters. Daily operational matters of the Group are delegated to management.

Each Director had been consulted beforehand or served with prior notice to enable him/her to include matters in the agenda of each of the regular Board meetings. The Company normally gives notice of regular Board meetings at least fourteen days in advance and gives reasonable notice for all other Board meetings in order to give all Directors opportunity to attend the regular/other Board meetings.

Board meeting agenda and papers are circulated to all Directors not less than three days before the day of the regular Board meeting to enable the Directors to make an informed decision on matters to be raised at the Board meeting.

All Directors have access to the advice and services from the Company Secretary and can seek for independent professional advice at the expense of the Company should such advice be considered necessary by any Director. The Company Secretary is responsible to give advice to the Board for ensuring that Board procedures, corporate governance practices and all applicable rules and regulations are followed and complied.
 

Directors' Terms of Appointment and Re-election

The term of appointment of all Non-executive Directors (including Independent Non-executive Directors) of the Company shall be one year. The appointment is subject to termination by either party giving not less than one month's written notice to the other. All Directors shall retire from office by rotation and are subject to re-election at annual general meeting at least once every three years in accordance with the articles of association of the Company.

Pursuant to the Company's articles of association, all Directors appointed to fill a casual vacancy shall hold office only until the next annual general meeting after their appointment, and shall be subject to re-election by shareholders.
 
Audit Committee

The Audit Committee was established by the Board on 5 August 1999. All members of the Audit Committee are Independent Non-executive Directors, at least one of whom has possessed professional qualifications and accounting and financial management related expertise.

The Audit Committee shall be responsible for the following duties:

  • The Audit Committee is responsible for, among other things, reviewing and monitoring the integrity of the consolidated financial statements of the Group, reviewing the measures and systems of risk management and internal control of the Group, reviewing the findings from the works carried out by internal audit department and monitoring the effectiveness of the Group’s internal audit function;
  • The Audit Committee is also responsible for making recommendation to the Board on the appointment of the external auditor and approving the remuneration and terms of engagement of the external auditor;
  • Before commencement of annual audit, the Audit Committee will discuss with the external auditor the nature and scope of audit, the significant risk analysis and the impact of the change in accounting policies on the financial statements of the Group; and
  • The Audit Committee is required to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards.

    The Audit Committee is provided with sufficient resources to discharge its duties including the obtaining of independent professional advice at the expense of the Company if it considers necessary.

  •  
    Remuneration Committee

    The Remuneration Committee was established by the Board on 22 September 2005. Chairman and majority of the members of the Remuneration Committee are Independent Non-executive Directors.

    The Remuneration Committee shall be responsible for the following duties:

  • to make recommendations to the Board on the Company's policy and structure for all remuneration of Directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration;
  • to review and determine, with delegated responsibilities, the remuneration packages of individual Executive Directors and senior management with reference to the Board's corporate goals and objectives and make recommendations to the Board on the remuneration of Non-executive Directors;
  • in determining the remuneration packages, to consider factors such as salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the Group;
  • to review and approve compensation payable to Executive Directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and  is otherwise fair and not excessive;
  • to review and approve compensation arrangements relating to dismissal or removal of Directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate; and
  • to ensure that no Director or any of his associates is involved in deciding his own remuneration.

    The Remuneration Committee is provided with sufficient resources to discharge its duties including the obtaining of independent professional advice at the expense of the Company if it considers necessary.

  •  
    Nomination Committee

    The Nomination Committee was established on 9 March 2012. The Nomination Committee comprises five members, consisting of two Executive Directors and three Independent Non-executive Directors of the Company.

    The Nomination Committee shall be responsible for the following duties:

  • to formulate nomination policy concerning the nomination of Directors and diversity of perspectives for the Board's consideration and implement the Board's approved nomination policy;
  • to review the structure, size, composition and diversity (including but not limited to gender, age, cultural and educational background, professional experience, the skills, knowledge and other qualities of Directors) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company's corporate strategy;
  • to identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of, individuals nominated for appointment as Director of the Company;
  • to assess the independence of Independent Non-executive Directors and review the annual confirmation made by Independent Non-executive Directors on their independence; and
  • to make 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 Officer.

    The Nomination Committee is provided with sufficient resources to discharge its duties including the obtaining of independent professional advice at the expense of the Company if it considers necessary.

  •  
    Executive Committee
    The Executive Committee was established by the Board on 18 April 2006. It comprises all six Executive Directors.

    The Executive Committee shall be responsible for the determination on the matters relating to the Group’s day-to-day operations, management and administration. In addition, it was delegated with the duties and responsibilities to monitor and oversee the corporate governance functions of the Group.

    The Executive Committee is provided with sufficient resources to discharge its duties including the obtaining of independent professional advice at the expense of the Company if it considers necessary.
     
    Articles of Association
     
    Shareholder Communication Policy
    1. Purpose

    This shareholders communication policy ("Policy") was established and approved by the Board on 9 March 2012. The Policy aims at setting out the provisions with the objective of ensuring that the Company's shareholders, both individual and institutional (collectively, "Shareholders"), and, in appropriate circumstances, the investment community (including potential individual and institutional investors and financial analysts) at large, are provided with ready, equal and timely access to balanced and understandable information about the Company (including its financial performance, strategic goals, major development plans, corporate governance and risk profile), in order to enable Shareholders to exercise their rights in an informed manner, and to allow Shareholders and the investment community to engage actively with the Company.
     
    2. General Policy

    (1) The Board shall maintain an on-going dialogue with the Shareholders and the investment community, and should regularly review this Policy to ensure its effectiveness.

    (2) Information of the Company shall be communicated to the Shareholders and the investment community mainly through the Company's financial reports (interim and annual reports), announcements, circulars and other corporate publications made available on the website of the Company at www.welling.com.cn and the HKEXnews website at www.hkexnews.hk, and the direct communication platform in the annual general meeting held every year and any other general meetings that may be convened as required.

    (3) Effective and timely dissemination of information to Shareholders and the investment community shall be ensured at all times.

    Any questions from Shareholders regarding this Policy shall be directed to the Company Secretary.
     
    3. Communication Strategies

    (1) Shareholders' enquiries

    (i) Shareholders should direct their questions about their shareholdings to the Company's share registrar, Computershare Hong Kong Investor Services Limited.

    (ii) Shareholders and the investment community may at any time make a request for the Company's information to the extent such information is publicly available.

    (iii) Shareholders and the investment community may send their enquiries in respect of the Company by addressing them to the Company Secretary.

    (2) Corporate Communication

    (i) Corporate communication (as defined in the Listing Rules, any documents issued or to be issued by the Company for the information or action of Shareholders, including, but not limited to, the Directors' report and annual accounts together with a copy of the auditor's report, the interim report, a notice of meeting, a circular and a proxy form) will be provided to the Shareholders in plain language and in both English and Chinese versions to facilitate Shareholders' understanding. Shareholders have the right to choose the language (either English or Chinese) or means of receipt of the corporate communication (in hard copy or through electronic means).

    (ii) Shareholders are encouraged to provide, amongst other things, in particular, their email addresses to the Company in order to facilitate timely and effective communications.

    (iii) Shareholders whose shares are held through a stockbroker and kept in the Central Clearing and Settlement System (CCASS) may notify Hong Kong Securities Clearing Company Limited or their stockbroker if they wish to receive the corporate communication of the Company.

    (3) Corporate Website

    (i) There is an Investor Relations section designated on the Company's website at www.welling.com.cn to provide Shareholders and investment community with timely and updated information about the corporate publications of the Company and other information about the corporate governance issues. Information on the Company's website will be updated on a regular basis.

    (ii) Information submitted by the Company to the Stock Exchange of Hong Kong Limited ("SEHK") for publication on the HKEXnews website will also be posted on the Company's website immediately thereafter in accordance with the requirements of the Listing Rules. Such information includes financial statements, announcements, circulars, notices of general meetings, proxy forms, monthly return and next day disclosure return etc.

    (iii) All press releases relating to the Company's results announcements (if any) will be made available on the Company's website.

    (iv) All the Company's news regarding the major events and activities of the Group will be made available on the Company's website.

    (4) Shareholders' Meetings

    (i) Shareholders are encouraged to participate in general meetings or to appoint one or more proxies to attend and vote at such meetings for and on their behalf if they are unable to attend the meetings. A proxy need not be a member of the Company.

    (ii) Appropriate arrangements for the annual general meetings and other general meetings shall be in place to make the attendance of Shareholders convenient and encourage Shareholders' participation.

    (iii) The process of the Company's general meeting will be monitored and reviewed on a regular basis, and, if necessary, changes will be made to ensure that Shareholders' needs are best served.

    (iv) Board members, in particular, the Chairman of the Board, the chairman of Board committees (or in his absence, other members of Board committees), and representative(s) of external auditors will attend annual general meetings to answer Shareholders' questions.

    (v) Independent non-executive Director(s) who is/are member(s) of the independent board committee will be available to answer questions at general meeting to approve connected transaction or transaction that requires independent shareholders' approval.

    (vi) Shareholders whose shares are held through a stockbroker and kept in CCASS may notify Hong Kong Securities Clearing Company Limited or their stockbroker to make appropriate arrangement if they wish to attend and vote at general meetings of the Company.

    (5) Investment Market Communications

    (i) Investors/analysts briefings and one-on-one meetings, roadshows (both domestic and international), media interviews, marketing activities for investors and specialist industry forums etc will be arranged on a regular basis in order to facilitate communication between the Company, Shareholders and the investment community.

    (ii) The Directors and employees of the Company who have contacts or dialogues with investors, analysts, media or other interested outside parties are required to comply with the requirements of the Listing Rules and follow the principles set out in the Guide on Disclosure of Price-sensitive Information issued by the SEHK.
     
    4. Shareholder Privacy

    The Company recognises the importance of Shareholders' privacy and will not disclose Shareholders' information without their consent, unless required by law to do so.
     
     
    Shareholders' Rights

    The Company has only one class of shares, all holders of the ordinary shares in the issued share capital of the Company shall have the same rights.

    1.    Procedures for Shareholders to send enquiries to the Company

    Shareholders and other stakeholders may, at any time, send their enquiries or concerns to the Company in writing through the following contact details:

    The Company’s registered office: Suites 3906-10, 39/F, Tower 6
      The Gateway, Harbour City
      No. 9 Canton Road, Tsim Sha Tsui
      Kowloon, Hong Kong

    Email of Company Secretary:comsec@welling.com.hk

    Email of Investor Relations:wlir@welling.com.hk


    2.    Rights and procedures for Shareholders to convene an extraordinary general meeting (the “EGM”)

    Shareholder(s) representing at least 5% of the total voting rights of all the Shareholders having a right to vote at general meetings, may request the Company to convene an EGM, in accordance with the requirements and procedures set out in Sections 566 to 568 of the Companies Ordinance (Chapter 622 of the laws of Hong Kong) (the “Companies Ordinance”). The written requisition must state the general nature of the business to be dealt with at the EGM and must be signed by the Shareholder(s) concerned and deposited at the Company’s registered office for the attention of the Company Secretary in hard copy form or in electronic form. The written requisition may consist of several documents in like form, each signed by one or more of the Shareholder(s) concerned.

    If the Directors do not within 21 days after the date on which the written requisition is received by the Company proceed duly to convene an EGM for a day not more than 28 days after the date on which the notice convening the EGM is given, the Shareholder(s) concerned, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene an EGM, provided that the EGM so convened shall not be held after the expiration of 3 months from the date of requisition.

    3.    Rights and procedures for Shareholders to make proposals at an annual general meeting

    Shareholder(s) representing at least 2.5% of the total voting rights of all the Shareholders who have a right to vote on the resolution at the annual general meeting to which the requests relate, or at least 50 Shareholders who have a right to vote on the resolution at the annual general meeting to which the requests relate, may request the Company to give notice of a resolution to be proposed at that annual general meeting, in accordance with the requirements and procedures set out in Sections 615 and 616 of the Companies Ordinance.

    The written requisition must be signed by the Shareholder(s) concerned and deposited at the Company’s registered office for the attention of the Company Secretary in hard copy form or in electronic form, not later than 6 weeks before that annual general meeting or, if later, the time at which notice is given of that annual general meeting.

    4.   Procedures for Shareholders to propose a person for election as a Director

    Pursuant to Article 90 of the Articles of Association, no person, other than a retiring Director, shall, unless recommended by the Directors for election, be eligible for election to the office of Director at any general meeting, unless notice in writing by a Shareholder of the intention to propose that person for election as a Director and notice in writing by that person of his/her willingness to be elected shall have been given to the Company in the period commencing no earlier than the day after the despatch of the notice of the general meeting appointed for such election and ending no later than 7 days prior to the date of such general meeting, provided that such period shall be at least 7 days. The written notice must state that person’s biographical details as required by Rule 13.51(2) of the Listing Rules.

     

    1.    Notice of Intention to Issue New Share Certificate

    29 July 2016
    11 September 2015
    20 March 2015
    26 September 2014
    24 September 2014


    2.    Notice of Cancellation of Original Share Certificate and Issue of New Certificate

    07 November 2016
    26 October 2015
    08 May 2015
    18 November 2014
    03 November 2014

     

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    COMPANY INFORMATION

    Listed Date 20 Dec 1993

    Address Suites 3906-10, 39/F, Tower 6, The Gateway, Harbour City, No. 9 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong

    Telephone (852) 3669 4888

    Facsimile (852) 2175 0031

    Email wlir@welling.com.hk

    No. of Click Rate

    196993