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Long-term incentive mechanism

Major terms of Measures for the Administrative of Long-term Incentive Scheme of Gemdale Corporation

In order to cultivate the Company’s core competitive edge, to create more value for its shareholders, to integrate the interests of senior management staff with the Company’s operating results and long-term development, to strengthen the Company’s attraction to high-caliber personnel, to gather inherent momentum for sustainable development of the Company, to retain existing key staff and further attract talented personnel to join Gemdale Corporation, the Board of Directors set up the Measures for the Administrative of Long-term Incentive Scheme under the authority granted to the directors by shareholders at the general meeting of the Company.

Incentive Mode: A long-term incentive mode, which consists of a Deferred Payment Plan and a Stock Appreciation Rights Plan, is adopted. Deferred Payment Plan: The Company sets a reasonable performance target for each particular year and if an Eligible Participant has achieved the performance target after effective efforts, he/she will be rewarded based on his/her performance a portion of incentive funds to be paid on deferred terms. Stock Appreciation Rights Plan: Subject to satisfaction of the performance targets of the Company, an Eligible Participant will be granted a certain amount of Stock Appreciation rights, which are exercisable by the participant after a lock-up period and are entitled to receive gains (payable by the Company in cash) from appreciation of the Company’s net assets per share (net of net assets appreciation resulting from operations).

Administrative structure: The board of directors (the “Board”) is the administrative organ of the long-term incentive scheme, while he Remuneration and Appraisal Committee under the Board is responsible for the implementation of the long-term incentive mechanism.

Eligible Participant(s): The senior management of the Company; middle management of the Company; managers and key employees with outstanding contributions of branch companies and subsidiaries. The Eligible Participant(s) of the incentive scheme for each year will be proposed by the Remuneration and Appraisal Committee based on the actual situation, subject to approval by the Board. Eligible Participant(s) failing the performance appraisal in a year will be disqualified for the incentive scheme of that year.

Performance target: The performance target set by the Company is the higher of the following: (1) the return on net assets, taking into account of non-operating factors (such as capital expansion, failure to use proceeds raised from financing, force majeure events, changes in economic policy, accounting and tax policy and industry policy, etc.) , is no less than the “arithmetic average of the return on net assets of listed companies falling into real estate development and management industry (JO1) as per Industry Classification Guidelines of China's A-Share Listed Companies in the appraisal year” and (2) the “loan rate per annum charged by commercial banks for the same period”. The Remuneration and Appraisal Committee will determine whether the performance targets are achieved based on the financial statements audited by a qualified accounting firm.

Incentive Mode: A long-term incentive mode, which consists of a Deferred Payment Plan and a Stock Appreciation Rights Plan, is adopted. Deferred Payment Plan: The Company sets a reasonable performance target for each particular year and if an Eligible Participant has achieved the performance target after effective efforts, he/she will be rewarded based on his/her performance a portion of incentive funds to be paid on deferred terms. Stock Appreciation Rights Plan: Subject to satisfaction of the performance targets of the Company, an Eligible Participant will be granted a certain amount of Stock Appreciation rights, which are exercisable by the participant after a lock-up period and are entitled to receive gains (payable by the Company in cash) from appreciation of the Company’s net assets per share (net of net assets appreciation resulting from operations).

Administrative structure: The board of directors (the “Board”) is the administrative organ of the long-term incentive scheme, while he Remuneration and Appraisal Committee under the Board is responsible for the implementation of the long-term incentive mechanism.

Eligible Participant(s): The senior management of the Company; middle management of the Company; managers and key employees with outstanding contributions of branch companies and subsidiaries. The Eligible Participant(s) of the incentive scheme for each year will be proposed by the Remuneration and Appraisal Committee based on the actual situation, subject to approval by the Board. Eligible Participant(s) failing the performance appraisal in a year will be disqualified for the incentive scheme of that year.

Performance target: The performance target set by the Company is the higher of the following: (1) the return on net assets, taking into account of non-operating factors (such as capital expansion, failure to use proceeds raised from financing, force majeure events, changes in economic policy, accounting and tax policy and industry policy, etc.) , is no less than the “arithmetic average of the return on net assets of listed companies falling into real estate development and management industry (JO1) as per Industry Classification Guidelines of China's A-Share Listed Companies in the appraisal year” and (2) the “loan rate per annum charged by commercial banks for the same period”. The Remuneration and Appraisal Committee will determine whether the performance targets are achieved based on the financial statements audited by a qualified accounting firm.

Senior management
Ling Ke
Ling Ke

Ling Ke, male, born in December 1959. Mr. Ling is a senior economist, he holds a master’s degree in Management Engineering from Zhejiang University. Mr. Ling has served various positions in the Company, including the deputy general manager, the general manager. He is currently the chairman of the eighth session of the Board of Directors of the Company.

Huang Juncan
Huang Juncan

Huang Juncan, male, born in February 1971. Mr. Huang holds a bachelor’s degree in Engineering from Tongji University and an MBA from University of Wales College, Newport (Shenzhen), he has also attended a research course of finance management in the College of Economics and Management, Tsinghua University and a CFO module course in China Europe International Business School (CEIBS). Mr. Huang has served as the deputy manager of engineering department of the Company, the deputy general manager of Gemdale’s Beijing branch, the general manager of Gemdale’s Shenzhen branch, the employee representative supervisor of the Board of Supervisors, assistant to the President, chief financial officer of the Company. He is currently a Director of the eighth session of the Board of Directors and the President of the Company.

Chen Aihong
Chen Aihong

Chen Aihong, female, born in November 1970. Ms. Chen is an accountant with a master degree and an MBA of University of Wales. She once served as the heads of the finance dept. and the audit dept. of Futian District Investment & Management Corporation of Shenzhen, a supervisor of the board of supervisors of the State Assets Office of Futian District. Ms. Chen is currently the chairman of Shenzhen Futian Investment & Development Corporation, and a Director of the eighth session of the Board of Directors of the Company.

Chen Bi'an
Chen Bi'an

Chen Bi’an, male, born in June 1962. Mr. Chen holds a master degree in Engineering from Hunan University and a doctorate in management and engineering from Tianjin University. Mr. Chen is a senior economist. He once served as Executive Vice General Manager, Director and Executive Vice President as well as the Chairman of the fourth session of Board of Supervisors of the Company, Chairman of Gemdale’s Wuhan Branch, the Chairman and General Manager of East China Region subsidiary of Gemdale Group. He is currently a Director of the eighth session of the Board of Directors and Senior Vice President of the Company.

Sun Juyi
Sun Juyi

Sun Juyi, male, born in April 1952. Mr. Sun holds a master’s degree in economics from Tianjin University of Finance & Economics. He is a senior accountant. He once served as a Director, Vice Chairman and Independent Director of the Company. From 1982 to 1991, he served as lecturer at Tianjin University of Finance & Economics. From 1991 to 1994, he served as assistant to the head of Shenzhen Chinese Accountants Firm (深圳中华会计师事务所).From 1994 to 2002, he acted as deputy general manager and chief financial officer of Shum Yip Holdings Company Limited. From 2002 to 2005, he acted as vice chairman and CFO of the Mission Hills Group. He is currently a Director of the eighth session of the Board of Directors of the Company.

Xu Jiajun
Xu Jiajun

Xu Jiajun, male, born in June 1978. Mr. Xu holds a master degree in management from Shanghai University of Finance & Economics. He had consecutively served as deputy general manager of administration dept., Employee Supervisor of Board of Supervisors, general manager of human resources dept. He is currently a Director of the eighth session of the Board of Directors of the Company as well as Senior Vice President, Secretary to the Board of Directors, and Chief Executive Officer of Gemdale Properties and Investment Corporation Limited. 

Lin Shengde
Lin Shengde

Lin Shengde, male, born in August 1973. Mr. Lin holds a bachelor degree in architectural engineering from Shantou University. He once served as the assistant to general manager, general manager of the contract center, the project manager, person in charge of engineering technology and technician of Shenzhen New Asia Industry Development Co., Ltd. (深圳新亚洲实业发展有限公司), deputy general manager of Property Management Division of Asset Management Center and general manager of the Affairs Executive Division of Sino Life Insurance Co., Ltd. He is currently the general manager/chairman of Shenzhen Life Land Development Co., Ltd. (深圳市生命置地发展有限公司), general manager of Life Land (Changchun) Co., Ltd. (生命置地(长春)有限公司) and deputy general manager of Asset Management Center of Fude Sino Life Insurance Co., Ltd. as well as a Director of the eighth session of the Board of Directors of the Company.

Yao Dafeng
Yao Dafeng

Yao Dafeng, male, born in May 1962. Mr. Yao holds a master’s degree. He started his career in August 1981. He has consecutively served as a loan officer, section chief, deputy department chief and department chief of Zhejiang Branch, Bank of China, the deputy general manager of Wanxiang Finance Co., Ltd., the deputy chief of the Organizing Unit of Anbang Property & Casualty Insurance Company Ltd., the general manager of Anbang Property & Casualty Insurance Company Ltd., etc. He is currently a director and the vice president of Anbang Insurance Group Co., Ltd., the chairman of An-Bang Life Insurance Co., Ltd. and a Director of the eighth session of the Board of Directors of the Company.

Wei Chuanjun
Wei Chuanjun

Wei Chuanjun, male, born in October 1968. Mr. Wei holds a bachelor’s degree in economics and an EMBA degree from Shanghai University of Finance and Economics. He is a member of China Certified Public Accountant Association and also a fellow member of the Association of Chartered Certified Accountants. Mr. Wei once served as auditor at Shenzhen Dahua CPA and assistant to general manager of the finance department of Vanke Group. After joining the Company in 2003, he served as general manager of planning & finance department. He is currently a Director of the eighth session of the Board of Directors of the Company, Senior Vice President and Chief Financial Officer of the Company.

Bei Duoguang
Bei Duoguang

Bei Duoguang, male, born in May 1957, holds a doctorate degree in Economics from Renmin University of China. He previously served as a deputy department chief of National Debt Bureau of the Ministry of Finance of the People’s Republic of China, a visiting fellow at China Center of the University of California, Berkeley and the Federal Reserve Bank of New York, a deputy director of the International Affairs Department of China Securities Regulatory Commission, the chief representative of J.P. Morgan Beijing Office (JP摩根北京代表处), the managing director of CICC, the president of Shanghai Financial Development Fund (上海金融发展基金), the chief executive officer of J.P. Morgan First Capital Securities Co., Ltd., and a vice director of the Investment Banking Committee of Securities Association of China and the chairman of the board of China National Micro Finance Investment Limited. He is currently the dean of Chinese Academy of Inclusive Finance Research of Renmin University of China, a consultant of the Strategy and Innovation Committee of Securities Association of China, a part-time professor and doctoral tutor of Renmin University of China, a part-time professor of Shanghai University of Finance and Economics and an independent director of Huaxi Securities Co., Ltd., China Trust Protection Fund Co., Ltd. and Beijing Trust Co., Ltd., as well as an independent director of the eighth session of the Board of Directors of the Company.

Zhang Limin
Zhang Limin

Zhang Limin, male, born in July 1955. Mr. Zhang holds a doctorate degree in Economics and is a certified public accountant of PRC. He once served as a Professor in accounting and a Tutor of Doctorship in Tianjin Institute of Finance & Economics and Sun Yat-Sen University. He has been a Professor in accounting and a Tutor of Doctorship in Beijing Jiaotong University since 2009. He is also a standing council member of China Audit Society, a council member of China Institute of Internal Audit, and a member of Firm Disciplinary Committee of The Chinese Institute of Certified Public Accountants, etc. He is an independent director of Shenzhen Centralcon Investment Holding Co Ltd., an external supervisor of Everbright Securities and an Independent Director of the eighth session of the Board of Directors of the Company.

Chen Jin
Chen Jin

Chen Jin, male, born in January 1968. Mr. Chen holds a doctorate degree in Management Engineering from School of Management, Zhejiang University. He once served as a professor, the executive deputy director of International Institute of Management Science, the deputy director of Research Center for Innovation and Development, assistant to the director of President’s Office, executive deputy director of  National Institute for Innovation Management, director of Research Center for Science, Technology & Education Policy, associate dean of School of Public Affairs, executive associate dean of Undergraduate School and executive associate dean of Chu Kochen Honors College of Zhejiang University. Currently he serves as a professor and doctoral advisor in School of Economics and Management, the director of Research Center for Technological Innovation in Tsinghua University as well as a member of Standardization Administration of the People's Republic of China and Ministry of science and Technology Education Management Committee. He is also the chief editor of “International Journal of Innovation Studies” and “International Journal of Knowledge Management Studies”, executive chief editor of “Technology Economy” and “Tsinghua Business Review” as well as the independent director of Zhejiang Nhu Company Ltd. (浙江新和成股份有限公司), SHUNFA HENGYE Corporation and Shanghai Shenqi Pharmaceutical Investment Management Co.,Ltd, and an Independent Director of the eighth session of the Board of Directors of the Company.

Wang Tianguang
Wang Tianguang

Wang Tianguang, male, born in May 1973. Mr. Wang holds a Bachelor of Arts Degree in Economics from Peking University. He is a certified accountant and a lawyer. He once served as the deputy commissioner of the listed company supervision department of the CSRC Shenzhen Branch, the general manager of the investment banking division of China Galaxy International Securities Co. Ltd., the president assistant and the general manager of the investment banking division of Southwest Securities Co., Ltd, and the vice president of Great Wall Securities Limited. He is currently the Chairman and general manager of Guangdong Weihua Corporation, the executive director of Shenzhen Weihua Wanhong Rare Earth Limited Liability Company, and an Independent Director of the eighth session of the Board of Directors of the Company.

Gao Feng
Gao Feng

Gao Feng, male, born in March 1968. He holds a Master’s degree in civil law from the Law School of Jilin University and once served as the founding partner of GD Huaban Law Firm. He is currently a managing partner and the person in charge of the dispute resolution division of the Southern China region and a member of the human resources committee of the King & Wood Mallesons, an Arbitrator of China International Economic and Trade Arbitration Commission and South China International Economic and Trade Arbitration Commission(Shenzhen Court of International Arbitration), a Mediator of Shenzhen Securities and Futures Dispute Resolution Centre and the Mediation Center of South China International Economic and Trade Arbitration Commission(Shenzhen Court of International Arbitration), and an Independent Director of the eighth session of the Board of Directors of the Company.

Yang Weimin
Yang Weimin

Yang Weimin, male, born in March 1962. Mr. Yang holds a bachelor’s degree from Nanjing Construction Engineering Institute and an MBA from University of Wales College, Newport (Shenzhen). Mr. Yang is a senior engineer and a Certified Commercial Investment Member (“CCIM”). He once served as the vice manager of planning & design dept. and the manager of the engineering dept. of the Company, general manager of our Shenzhen Real Estate Unit, general manager and chairman of the Beijing subsidiary of Gemdale Group, assistant to President of the Company. He is currently the chairman of the eighth session of Board of Supervisors of the Company.

Hu Xiangqun
Hu Xiangqun

Hu Xiangqun,female, born in November 1975, holds a master’s degree in business administration from South China University of Technology, and is an accountant and economist. She was previously appointed as the financial controller of Shenzhen Minrun Co., Ltd. Shenzhen Juhua Investment Group Co., Ltd. and Shenzhen Baoneng Investment Group Co., Ltd. and the financial manager of Shenzhen Shenye Logistics Group Co., Ltd. and Shenzhen Baoneng Investment Group Co., Ltd. She currently serves as a director and the head of the financial management department of Shenzhen Futian Investment Development Co., Ltd. and concurrently acts the financial controller of Shenzhen New Generation IT Technology Industrial Park Investment Co., Ltd, the financial controller of Shenzhen Futian Sports Development Co., Ltd and a Supervisor of the eighth session of Board of Supervisors of the Company.

Xu Qian
Xu Qian

Xu Qian, male, born in October 1980. He holds a doctorate degree in Land Economy from University of Cambridge in UK. He served in Sino Life Insurance Assets Management. Co., Ltd as general manager assistant and general manager of equity investment department, the person-in-charge of international business and researcher of research department. He also served in Money & Credit Management Department of Central Sub-Branch of the People's Bank of China in Shenzhen as senior staff member. Currently, he serves in Funde Sino Life Insurance Co.,Ltd as general manager assistant and general manager of asset management center, and a Supervisor of the eighth session of Board of Supervisors of the Company.

Zhou Dan
Zhou Dan

Zhou Dan, female, born in January 1974. She holds a master degree in Journalism and Mass Communications from Peking University. She served in PreIPO Capital Partners Limited (优势资本投资管理有限公司) as partner of North China region, in Ringding Jinxiu PR Consultants Ltd in the United States* (美国润鼎锦绣公关顾问有限公司) as general manager, and in Think London (伦敦投资署) as manager of China project. Currently she serves in China Science & Merchants Investment Management Group as executive vice president and general manager of International Cooperation Center, and a Supervisor of the eighth session of Board of Supervisors of the Company.

Wang Yong
Wang Yong

Wang Yong,male, born in November 1972. Mr. Wang holds a master’s degree in engineering from Tsinghua University. Mr. Wang joined Gemdale Group in 1997, and served as deputy general manager of Gemdale Real Estate Co., Ltd., deputy general manager (in charge of daily routines) of brand management department of Gemdale Group, marketing director, deputy general manager and general manager of Shenzhen Real Estate Company, general manager of operation & management department, general manager of strategy management department, and the Chairman and General Manager of the Southeast Region subsidiary of Gemdale Group. He is currently an assistant to President of Gemdale Group and an Employee Representative Supervisor of the eighth session of the Board of Supervisors of the Company.

Yan Jiarong
Yan Jiarong

Yan Jiarong, male, born in October 1963. Mr. Yan holds a master degree in management from Huazhong University of Technology and is an economist. Mr. Yan once served as vice general manager of Monkey King Group, general manager of Shenzhen Kaiwu Technology Co., Ltd., deputy general manager of Gemdale Property Management Co., Ltd., head of the GM Office of Gemdale Group, deputy general manager of Beijing subsidiary of Gemdale Group, chairman and general manager of Wuhan subsidiary of Gemdale Group and chairman and general manager of Gemdale’s Beijing Branch as well as assistant to President of Gemdale Group. He is currently Senior Vice President of the Company as well as the chairman and general manager of Central China Region subsidiary of Gemdale Group.

Chen Changchun
Chen Changchun

Chen Changchun, male, born in January 1967. Mr. Chen studied at Zhejiang University from 1984 to 1993 and holds a doctor degree in engineering from Zhejiang University. He consecutively served as director and vice president of Gemdale Group, executive director and president of Verakin Group, general manager of Beijing Challengene Real Estate Investment Company Limited (北京前景置地投资有限公司), and executive director and president of EnsenCare (北京安信颐和控股有限公司), a subsidiary of Legend Holdings. He is currently Senior Vice President of the Company and the chairman and general manager of the North China Region subsidiary of Gemdale Group.

Zhang Xiaofeng
Zhang Xiaofeng

Zhang Xiaofeng, male, born in August 1970. Mr. Zhang holds an EMBA degree from China-Europe International Business School and a bachelor degree from Beijing Normal University. After joining Gemdale Group in 1997, he served successively as deputy manager of building materials department, development director and assistant to general manager of Shanghai subsidiary of Gemdale Group, chairman of Gemdale Property Management Co., Ltd., general manager and chairman of Shenyang subsidiary of Gemdale Group and chairman and general manager of the North China Region subsidiary of Gemdale Group. He is currently Vice President of the Company and chairman of the South China Region subsidiary of Gemdale Group.

Yang Kan
Yang Kan

Yang Kan, male, born in October 1965. Mr. Yang obtained a master’s degree in management from Zhejiang University and a bachelor’s degree in civil engineering from Dalian University of Technology. From 1996 to 2005, he had served in the Company as the general manager of Gemdale Hotel (金地宾馆), assistant to the general manager of the Project Development Department, deputy general manger of the Corporate Development Department and general manager of the Operation and Management Department, respectively, of the Group. He joined GoldTech Group as a vice president and served in Jingrui Group (景瑞集团) as a director and senior vice president. He is currently a vice president of the Company and chairman and general manager of the East China Region subsidiary of Gemdale Group.

Hao Yibin
Hao Yibin

Hao Yibin,male, born in November 1972. Mr. Hao obtained a bachelor’s degree in construction management from Tsinghua University. He joined Gemdale Group in July 2003 and served as a general project manager of Gemdale Center of North China Region of Gemdale Group, a managing deputy general manager of the North China Region subsidiary of Gemdale Group and a general manager of Tianjin Subsidiary of Gemdale Group and assistant president of the Company. He is currently a vice president of the Company and chairman of the Northwest and Southeast China Region subsidiary of Gemdale Group.