23 Jun 2017,
  • HSI:
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    HSCI:
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    HKSPLC25:
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    HKSPGEM:
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  • HSCEI:
    10,421.92 19.16 (0.18%)
    HSCCI:
    4,020.01 11.56 (0.29%)
    HSFML25:
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    H-FIN:
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  • Hang Seng Index
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  • -4.48 (-0.02%)
HSCI 10,421.9 19.2
HKSPLC25 32,804.4 -8.7
HKSPGEM 318.2 -2.4
HSCEI 10,421.9 19.2
HSCCI 4,020.0 11.6
HSFML25 8,790.3 7.7
H-FIN 16,535.0 24.9
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China Oriental Group Company Limited (00581.HK)

Metal
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Listed on the main board of the Hong Kong Stock Exchange on 2 March 2004, the Company is one of the PRC's most efficient iron and steel producers. In December 2007, ArcelorMittal, the world's largest steel giant, became the strategic partner and the substantial shareholder of the Company. The Group's products are mainly sold domestically, with its major customers based in Northern China...
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Mr. Han Jingyuan (Chairman and Chief Executive Officer) -

Mr. Han is the Chairman and Chief Executive Officer of the Company, and also serves as chairman of the board of Hebei Jinxi Iron and Steel Group Company Limited ("Jinxi Limited"), Foshan Jinxi Jin Lan Cold Rolled Sheet Company Limited ("Jinxi Jinlan"), Tangshan Fengrun Qu Zhengda Iron and Steel Company Limited ("Zhengda Iron and Steel") and Oriental Fullhero Leasing Company Limited ("Shenzhen Leasing"). Mr. Han graduated from the People's University in 1994 with a degree in management. Mr. Han began his career in Metallurgy in 1984 when he was employed as a deputy mine manager of Han'erzhuang Iron Mine. Mr. Han has in-depth industry knowledge and 25 years of extensive operational and managerial experience in the iron and steel industry. Mr. Han was awarded the honorary title of "Hebei Metallurgy Top Ten Man", "Outstanding Entrepreneur of Hebei Province", "Excellent Privately-owned Enterprises Entrepreneur in Hebei Province", "Chinese Brands Top Ten Outstanding Meritorious Man", "The Most Attention-grabbing Chinese Entrepreneur", "Best Founding Entrepreneur in China", "Top Ten Celebrities for China Reform Programme in the New Century", "Economic Top Ten Men of Honesty and Credibility in China", etc. Mr. Han is the Vice Chairman of the Metallurgy Chamber of All-China Federation of Industry and Commerce. Mr. Han is the director and the controlling shareholder of Wellbeing Holdings Limited, the controlling shareholder of the Group.

Mr. Zhu Jun (Executive Deputy General Manager and Chief Operating Officer) -

Mr. Zhu is an Executive Director, Executive Deputy General Manager of the Company, also serves as the Chief Operating Officer of the board and the executive director of Jinxi Limited. Mr. Zhu graduated in 2001 from a graduate programme of the Communist Party School in Hebei Province with a diploma in management. Prior to working in the steel industry, Mr. Zhu worked for 10 years as deputy director of Qianxi County Chemical Fertilizer Factory which was based in Qianxi County. Mr. Zhu joined Jinxi Iron Factory in 1992 and later served as deputy director. He was named as the "Model Worker of the National Steel Industry" by China Iron and Steel Association in February 2009. Mr. Zhu has had 16 years of working experience in the iron and steel industry.

Mr. Shen Xiaoling -

Mr. Shen is an Executive Director and also serves as an executive director and deputy general manager of Jinxi Limited. He obtained a diploma in management from the Hebei Province Communist Party School in 2001. Before joining the Group, Mr. Shen was head of China Construction Bank Luanxian Sub-branch. Mr. Shen also had 5 years experience acting as head of China Construction Bank Qianxi Sub-branch and more than 6 years of experience as the deputy head of Bank of China Qianxi Sub-branch. Mr. Shen has been deputy general manager of Jinxi Limited since January 2002.
 

Mr. Zhu Hao -

Mr. Zhu is an Executive Director of the Company and graduated at Tianjin Nankai University and obtained his master degree in accounting from the University of New South Wales in Australia. Mr. Zhu is a senior economist in China. Mr. Zhu was a non-executive director of Jinxi Limited from December 2002 to early 2004.

Mr. Han Li -

Mr. Han joined the Group in 2009 as the assistant to the Financial Controller. He is currently the executive assistant to Chief Executive Officer of the Company, the director and legal representative of Hebei Jinxi Iron and Steel Group Company Limited, an indirect non-wholly owned subsidiary of the Company (“Jinxi Limited”). He is also the directors and legal representatives of certain subsidiaries of Jinxi Limited. He assists the Chief Executive Officer and Chief Operating Officer managing the daily operations of the Group. Mr. Han was appointed as the representative of the People’s Congress of Qianxi County, Tangshan City, the PRC in June 2011. Mr. Han is the son of Mr. Han Jingyuan, the Chairman and Chief Executive Officer and the substantial shareholders (within the meaning of the Part XV of the SFO) (holding 45.70% of the shareholding of the Company) of the Company.

Mr. Ondra Otraodvec -

Mr. Otradovec, graduated from State University of New York in Stony Brook with a Bachelor degree in Finance. Mr. Otradovec is the Global Head of Mergers & Acquisitions at ArcelorMittal (a substantial shareholder of the Company). Since 2003, Mr. Otradovec has been responsible for M&A at ArcelorMittal and has closely been involved in a large number of acquisitions, mergers and divestments undertaken by the company. Mr. Otradovec was also involved in the acquisition of Hunan Valin Steel Tube & Wire Company and since 18 November 2005 has served as a director of Hunan Valin Iron and Steel Company Limited (a company listed in Shenzhen Stock Exchange). Previously, he worked at HSBC Investment Bank, and was responsible for corporate finance work in emerging markets. During this period, he worked with Mittal Steel on the acquisition of Nova Hut in Czech Republic and other steel companies. Mr. Otradovec acted as a Non-executive Director of the Company from 2 January 2009 to 15 July 2013.

Mr. Wong Man Chung, Francis -

Mr. Wong is a Certified Public Accountant (Practising) and has over 21 years of experience in auditing, taxation, management and financial advisory. Mr. Wong is currently an independent non-executive director of Digital China Holdings Limited, eForce Holdings Limited and Wai Kee Holdings Limited whose shares are listed on the Main Board of the Stock Exchange. He was once the independent non-executive director of Sys Solutions Holdings Limited, a company listed on the Growth Enterprise Market of the Stock Exchange, the independent nonexecutive director of Yardway Group Limited, a company listed on the Main Board of the Stock Exchange and the independent nonexecutive director of Lightscape Technologies Inc., a company with its shares listed and traded in the OTC Bulletin Board of the United States of America. Mr. Wong is a director of both Union Alpha C.P.A. Limited and Union Alpha CAAP Certified Public Accountants Limited, both are professional accounting firms. He is also a founding director and member of Francis M.C. Wong Charitable Foundation Limited, a charitable institution. Previously, Mr. Wong worked for KPMG, an international accounting firm for 6 years and the Hong Kong Securities Clearing Company Limited for 2 years. Mr. Wong is a fellow member of Hong Kong Institute of Certified Public Accountants, Taxation Institute of Hong Kong and Association of Chartered Certified Accountant of the United Kingdom. Mr. Wong is also an associate member of Institute of Chartered Accountants in England and Wales and a member of the Society of Chinese Accountants & Auditors, Hong Kong. Mr. Wong holds a Master Degree in Management conferred by Guangzhou Jinan University.

Mr. Wang Tianyi -

Mr. Wang is currently the executive vice president of The Chinese Society For Metals. Mr. Wang has over 40 years of extensive experience in the steel industry. Mr. Wang studied metallurgical machinery in 北京鋼鐵學院 (Beijing Institute of Iron and Steel Engineering) (now known as 北京科技大學 University of Science and Technology of Beijing) from 1965 and graduated in 1970. He then worked at 邯鄲鋼鐵集團有限責任公司(Handan Iron and Steel Group Company Limited) (「邯鋼集團」or “Handan IS Group”) from 1970 to 1995 and held various management and professional positions, included the position of a technician, deputy factory manager and executive deputy general manager. From 1995 to 2008, Mr. Wang re-designated and worked at 唐山鋼鐵集團有限責任公司(Tangshan Iron and Steel Group Company Limited) (「唐鋼集團」or “Tangshan IS Group”) as the chairman and managing director. From 2005 to 2011, he was also the deputy chairman and managing director of 首鋼京唐鋼鐵聯合有限責任公司(Shougang Jingtang Iron and Steel Company Limited). From July 2008 to August 2011, he acted as the vice chairman of 河北鋼鐵集團有限責任公司(Hebei Iron and Steel Group Company Limited) (「河北鋼鐵集團」or “HBIS Group”). HBIS Group was established after the merger of Tangshan IS Group and Handan IS Group on 30 June 2008.

Mr. Yu Lifeng -

Mr. Yu, is the general manager of Jinxi Limited. Mr. Yu began his career in 1995 when he was employed as the sales supervisor of Han’s erzhuang Iron Mine, and joined the Group in 1996. Mr. Yu has been awarded the honorary title of Workers’ Model in Qianxi Country ( 遷西縣勞動模範 ), Ten Outstanding Youths in Tangshan City ( 唐山市十大優秀青年 ), Success New Entrepreneur of Hebei Province (河北省創業功臣).

Mr. Yu Jianshui -

Mr. Yu, is a general manager of Zhengda Iron and Steel. Mr. Yu was graduated at Hebei Polytechnic University in steel metallurgy and obtained a MBA from University of Northern Virginia in June 2009. He joined the Group after graduation until May 2005 and was employed as the deputy general executive manager of Shanxi Province Xiaoyi City Chengcai Iron and Steel Company in May 2005. He then re-joined the Group in April 2006. He has been awarded County Techno logical Selected Talent (縣科技拔尖人才), Ten Outstanding Youths in the County (縣十大傑出青年), Outstanding Youth in Post of Tangshan City (唐山市青年崗位能手), Workers’ Model in Hebei Province (河北省勞動模範), The First Class Honour of Technological Improvement in Tangshan City (唐山市科技進步一等獎), The Third Class Honour of Technological Improvement in Hebei Province (河北省科技進步三等獎).

Mr. Lam Pak Kan -

Mr. Lam is the Financial Controller, the Company Secretary and Authorized Representative of the Company. Mr. Lam graduated  from  the  Hong  Kong  University  of  Science  and  Technology  with  a Bachelor’s degree of Business Administration in  Accounting in  2001. Mr.  Lam is  a member of the Association of Chartered Certified Accountants and the Hong Kong  Institute of   Certified   Public   Accountants. He is also a Chartered Financial Analyst (CFA) charterholder. Mr. Lam has over 14 years of experience auditing and financial management in accounting firm, asset management company and listed companies.

Mr. Wang Bing -

Mr. Wang Bing graduated from Peking University with a Bachelor degree in Law in 1986 and obtained a Doctor degree in International Law from the Research Institute of Hiroshima University in 1995. Mr. Wang has over 21 years of experience in practicing law. In 1986, Mr. Wang joined Ministry of Human Resources and Social Security of the People’s Republic of China, then worked for the Policy Research Office . He worked at Zhong Lun Law Firm from July 1995 to May 1998. Mr. Wang joined Beijing W&H Law Firm since May 1998 and currently, he is the Senior Partner of Beijing W&H Law Firm.

The Company is committed to sound corporate governance practices designed to promote greater transparency, investor confidence and the ongoing development of the Company and its subsidiaries (the "Group"), having always as its ultimate objective, the best long term interest of the Group and the enhancement of value for all shareholders. The Company also believes that sound corporate governance practices benefit the Group's employees and the community in which the Group operates.
 
BOARD OF DIRECTORS (THE "BOARD")
Executive Directors
     . Mr. Han Jingyuan (Chairman and Chief Executive Officer)
     . Mr. Zhu Jun (Executive Deputy General Manager and Chief Operating Officer)
     . Mr. Shen Xiaoling
     . Mr. Zhu Hao
     . Mr. Han Li
Non-Executive Directors
     . Mr. Ondra Otradovec
Independent Non-Executive Directors
     . Mr. Wong Man Chung, Francis
     . Mr. Wang Tianyi
     . Mr. Wang Bing
The composition of the Board is reviewed regularly to ensure that it has a good balance of expertise, skills and experience, which can meet the requirements of the business of the Group.

There is a clear division of responsibilities between the Board and the management. The Board is responsible for providing high-level guidance and effective oversight of the management while day-today management of the Group is delegated to the management team of each respective subsidiary. Generally speaking, the Board is responsible for:
     . Formulating the Group's long-term strategy and monitoring the implementation thereof;
     . Approval of dividends;
     . Reviewing and approving the interim and annual reports;
     . Ensuing good corporate governance and compliance;
     . Monitoring the performance of the management;
     . Reviewing and approving any material acquisition and disposal of assets and other material ransactions.
To the best knowledge of the Directors, there is no financial, business, family relationship among the Directors. All of them are free to exercise their independent judgment.

Independent Non-Executive Directors

Pursuant to Rules 3.10(1) and 3.10(2) of the Listing Rules, the Company has appointed three Independent Non-Executive Directors of whom Mr. Wong Man Chung, Francis has appropriate professional qualifications and experience in financial matters.

The Company has received, from each of the Independent Non-Executive Directors, an annual confirmation of their independence pursuant to Rule 3.13 of the Listing Rules. The Company considers all of the Independent Non-Executive Directors to be independent.
 
Board Committees
As an integral part of sound corporate governance, the Board has established the following committees whose authorities and functions, compositions and duties are set out below:

Audit Committee


The Audit Committee has been established since 2005. It comprises three Independent Non-Executive Directors during the year under review in compliance with Rules 3.21 of the Listing Rules. The Audit Committee's term of reference includes those specific duties as set out in the code provision C.3.3 of the CG Code. Pursuant to its term of reference, the Audit Committee is required, amongst other things, to consider and recommend to the Board the appointment, re-appointment and removal of the external auditors and to approve their remuneration, to review the interim and annual financial statements, to review the Group's financial controls, internal controls and risk management system including the adequacy of resources, qualification and experience of staff of the accounting and financial reporting function and their training programmes and budget, and to consider any findings of major investigation of internal control matters as delegated by the Board or on its own initiative and management's response. The Audit Committee should meet at least twice each year and when the need arises.

Remuneration Committee

Pursuant to Code Provision B.1.1 of the CG Code, a majority of the members of the Remuneration Committee should be Independent Non-Executive Directors. Currently, the Remuneration Committee consists of the Chairman of the Company and three Independent Non-Executive Directors.

The Remuneration Committee's term of reference includes those specific duties as set out in the Code Provision B.1.3 of the CG Code. Pursuant to its term of reference, the Remuneration Committee is required, amongst other things, to review and recommend to the Board the compensation packages of the Executive Directors, Non-Executive Directors and senior management, to review and approve performance based remuneration by reference to corporate goals and objectives resolved by the Board from time to time; to review and approve the compensation payable to Executive Directors, Non-Executive Directors and senior management in connection with any loss or termination of their office or appointment to ensure that such compensation is determined in accordance with relevant contractual terms and that such compensation is otherwise fair and not excessive for the Company; and to ensure that no Director is involved in deciding his/her own remuneration. The Remuneration Committee should meet at least once a year and when the need arises.
 
INTERNAL CONTROLS
The Board recognizes that constant changes taking place in the business environment call for periodical reviews of the system of internal controls. Well-managed internal controls enable effective and efficient operations, ensure the reliability of internal and external reporting and assist in the compliance with applicable laws and regulations.

The Board recognizes that it has overall responsibility for the Group's system of internal controls and for reviewing its effectiveness. Pursuant to the Group's framework, senior management is primarily responsible for designing and implementing the policies and procedures of the internal controls, which the Board and the Audit Committee oversee the actions of senior management and monitor the effectiveness of the controls previously established.

The Company's internal audit function is performed by Internal Audit Department which reports to the Chief Operating Officer and the Chief Financial Officer and has direct access to the Chairman of the Audit Committee. The Chief Operating Officer and the Chief Financial Officer report directly to Chief Executive Officer. The internal audit functions include (i) review and report on internal and operational controls, (ii) follow-up on the suggestion made by external auditors, (iii) ongoing monitoring and reviews on different operating cycles; and (iv) special review of areas of concern identified by senior management.

However, internal control can only provide reasonable but not absolute assurance against errors or deliberate attempt to defraud the Company. The Board and the Audit Committee confirms to closely monitor the efficiency and effectiveness of the system of internal control of the Group. Periodical meetings will be held and guidance notes and training will be issued and provided to the senior management where appropriate, to ensure an efficient and effective system of internal control is in place.
 
COMMUNICATION WITH SHAREHOLDERS
The Board recognizes the importance of good communication with shareholders. Information in relation to the Group is disseminated to shareholders in a timely manner through a number of formal channels, which include interim and annual reports, announcements and circular.

The general meeting of the Company provides a forum for exchange of views between the shareholders and the Board. The Chairman of the Board, the Directors and senior management of the Group and where applicable, the Directors (including Independent Non-Executive Directors) are available to answer questions at the Shareholders' Meeting.
 
 
 

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COMPANY INFORMATION

Listed Date 02 Mar 2004

Address Suites 901-2 & 10,
9/F, Great Eagle Centre,
23 Harbour Road,
Wanchai, Hong Kong

Telephone (852) 2511 1369

Facsimile (852) 2511 1301

Email webmaster
@chinaorientalgroup.com

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