Mr. Chen Zhiyong served as the d醫街irector of the group on腦有 April 13, 2021, supervi下低sing the development and strategic p北畫lanning of the company.
Qin Shuguang
Chief Executive Officer and Executive
Mr. Qin Shuguang served as the directo身房r of the group on Febru頻分ary 8, 2021, formulating the 科放company's overall operation,光就 management, strategic planni好還ng and business develop黃制ment.
Liu Zhilan
Executive Director and Vice Gen海分eral Manager
Ms. Liu Zhilan is a directo市對r of the group on April 13, 202就內1, supervising the overall operation,匠來 management, strategic pla民務nning and business developmen為理t of the company.
Deng Denghui
Executive Director
Mr. Deng Denghui served as the direc購花tor of the group on April 13,光能 2021, providing strat舊外egic and directional guidance on 得綠R & D for the company.
Shen Jianfei
Non Executive Director
Mr. Shen Jianfei is 飛在the director of the group on April 13, 窗吧2021, supervising the deve綠有lopment and strategi要舞c planning of the company.
Li Xinshou
Independent non-executive Di能務rectors
Mr. Li Xinshou is our錯中 independent non-exec的藍utive Director. He was appo頻暗inted as an independent 校購non-executive Directo城時r on June 21, 2022. Mr. Li Xinsho女票u is responsible for supervis師西ing and providing independent 那西judgment to our Board.
Kong Fanhua
Independent non-executive Direct物藍ors
Ms. Kong Fanhua is our independent n校姐on-executive Director. She was appoin他務ted as an independent non-exec錯吃utive Director on June 21, 20快南22. Ms. Kong Fanhua is responsible for 也視supervising and providing 北線independent judgment to our Board.
Li Renfa
Independent non-executiv愛報e Directors
Prof. Li Renfa is our indepen媽去dent non-executive Director. He was 腦頻appointed as an independent non-executi醫短ve Director on June 2師愛1, 2022. Prof. Li Renf小劇a is responsible for s銀嗎upervising and providing indep作光endent judgment to our Board.
Audit Committee
The main responsibilities 的通of the audit committee are to森市 review and supervise the group's 火對financial reporting proc個山edures and internal control system,飛河 review and approve related 拿那transactions and make recomme金車ndations to the board of directors.視鄉 The chairman of the audit committe了好e is Mr. Li Xinshou, and the membe化男rs include Ms. Kong Fanhua and Mr. Chen有紅 Zhiyong.
• Audit Committee - T窗小erms of Reference
2022-07-11
Remuneration Committe時慢e
The main responsibility of分店 the compensation committe上有e is to review the t們體erms of remuneration,樂裡 bonus and other remuneration 站火payable to directors and senior mana空坐gement and make recommendations to the 是我board of directors. The chairman 見還of the compensation committee is M分物s. Kong Fanhua and the members答會 include Mr. Li Xinshou and Mr.冷我 Chen Zhiyong.
• Terms of Reference of the Remunerat兵湖ion Committee
2022-12-30
Nomination Committee
The main responsibility of th分舊e nomination committee is to那森 make recommendations 土關to the board of directo員身rs on the appointment o美匠f directors and the su有理ccession of members of the boar弟腦d of directors. If a candidate i來嗎s to serve as a dire數廠ctor of the seventh (or 很雨more) listed company, t姐什he nomination committee will also con高弟sider whether the ca術我ndidate is able to devote en又問ough time to performin美女g the duties of the dire這紙ctors and members of the兒科 special committees under the board o公河f directors, and whether the candidate 讀鄉for independent non-e日雪xecutive directors is able t窗路o devote enough time to the board爸票 of directors. The n司黑omination committee is composed of 有關three members, namely Prof學購essor Li Renfa, Ms. Kong你章 Fanhua and Mr. Qin S費土huguang is currently the chairman of t暗刀he nomination committee.
• Nomination Committee - T的靜erms of Reference
2022-07-11
Environmental, Social and Governance C船月ommittee
We have established a E黃你nvironmental, Social and Gover自校nance committee with written terms算去 of reference. The primary duty of動路 the Environmental, Social and G不關overnance Committee is to o一作versee and guide our Company’s 道嗎Environmental, Social and Governance i姐笑nitiatives. The Environmental, So麗時cial and Governance Committe工議e comprises three Direc對物tors, namely Ms. Liu Zhi來美lan, Mr. Deng Denghu慢章i and Mr. Shen Jianfei. Ms. Liu 慢藍Zhilan is the chairlady of our 行劇Environmental, Social and Governanc玩家e Committee.
• Environmental, Social and Gov妹窗ernance Committee – Terms 校區of Reference
2022-07-11
Articles of Association
• Amended and Restated Memor多跳andum and Articles of Associat鐵輛ion
2022-07-11
Procedures for Shareholders舞什 to propose a Director
• Procedures for Shareholders to propo吧事se a Director
2022-07-11
Contractual Arrangement
• Contractual Arrangement
2022-07-11
Address
No.38, Changyi Road, Wug快舞uishan, Zhongshan City, Guangd制個ong Province
Prepared by Company Secretarial 朋電Department/Office of the B東校oard
(Version date: 30 December 2022)
1. Introd短腦uction
Readboy Education Holding Compa畫車ny Limited (the “Compan也車y”) and its subsidiaries (計說“Readboy Education Holding”) a通科re dedicated to achieving and maintaini國金ng a high level of accountability stan睡小dard with honesty and 弟長integrity. Employees at all levels sh場能all act with integrity, impa生男rtiality, and honest計問y. Within the context o校她f protecting the overall inte答子rests of Readboy Education Holding你舊, it is the responsibilit好快y of every employee to st有學rive to ensure that ther司又e be no misconduct which will 吧件endanger shareholders,紅空 investors, clients, suppliers, and 話國other stakeholders, which is 紅公also an important part in mai算愛ntaining good corpora視月te image and corporate gov們動ernance level of Readboy Educati小懂on Holding. Therefore, the Comp飛音any has formulated the whistl裡讀eblowing policy (the “Poli謝著cy”). Education Holding Com年會pany Limited (the “Company”) an作能d its subsidiaries (“Readboy Educ件鄉ation Holding”) are dedic為喝ated to achieving and maintaining a h讀器igh level of accountability stan西還dard with honesty and船服 integrity. Employees at從個 all levels shall act with integrity冷答, impartiality, and honesty. 視議Within the context of protecting the o雪媽verall interests of Readboy Educat長動ion Holding, it is the res呢書ponsibility of every employee to看動 strive to ensure that there be 時車no misconduct which wi黃北ll endanger shareholders, investo懂是rs, clients, supplier下問s, and other stakeholders業嗎, which is also an important part in m工請aintaining good corporate image線算 and corporate govern是員ance level of Readboy Ed業公ucation Holding. Therefore, the她好 Company has formulated the 能算whistleblowing policy (the “Policy”).形空輛象及企業管治水平的重要環節。故此，本公司制訂了(le)舉報(bào)政策會地（「本政策」）。
2. Purpose and Sco拿個pe of Application
The purpose of formulating the Policy 鐵你is to raise the awareness of maintaini算商ng internal justice of Readboy Ed錯著ucation Holding. It function嗎麗s as an effective me都答chanism for internal control, t校有hereby provides channels and gu藍家idance for employees and third part城算ies which have dealings with R報章eadboy Education Hold綠開ing (such as clients of Read飛體boy Education Holding and supp要答liers that provide products and s都外ervices to Readboy Education Holding) 著拿(the “Third Parties”) to rep但日ort on the misconduc媽愛t of the internal staff of Readboy 睡河Education Holding. “Whistleblowin唱謝g” refers to the decisi校視ons of the employees or山數 Third Parties to report t空師heir serious concerns for be爸紅ing aware of or honestly 拿黃suspect that Readboy Education Holding 地視was or may be involved in any miscon舊綠duct. The Policy is int樹中ended to encourage employees and Third男頻 Parties to address m討習atters of serious concern to the inte很弟rnal division of Readb時廠oy Education Holding in a respo們女nsible and effective manner, rather th老票an overlook existing p爸錯roblems. The content provided for購志 in the Policy applies to個票 all employees and Third Pa懂他rties of the Company and its sub報店sidiaries.
3. Polic大到y
The purpose of the Policy 也媽is to assist employees an懂訊d Third Parties to dis喝頻close information to the in刀道ternal and senior ma又知nagement of Readboy Educat銀下ion Holding on behaviors which the山公y reasonably believe to be ina工木ppropriate. The Policy is not for pro亮你moting any personal dispute員我s or for challenging the 綠知financial or business deci醫白sions of Readboy Education H姐兒olding, nor is it for handling l大林abor disputes or other mat在男ters already dealt with by existing mec為嗎hanisms. Whistle-blowing matters inclu們校de but are not limit笑拿ed to:
a. violation of le時制gal or regulatory requireme跳火nts, including criminal offense an姐笑d tort;
b. violati讀話on of rules and regulations or code of 長到conduct of Readboy Education 商又Holding;
c. ille學話gal activities, misc答討onduct or fraud involving internal con農離trol, accounting, aud物視iting and financial matters;
d. harm to personal 術科health and safety;
e. misco慢村nduct or unethical beha刀厭vior that may damage the reputation of 一銀Readboy Education Holding; and
f. deliberate 店看concealment of any above.
The audit committee of the Board遠作 of the Company (the “Aud開匠it Committee”) assum內爸es full responsibility of the Polic跳在y, but the responsibil店做ity of daily monitoring a短劇nd implementation of the Pol南相icy is delegated to the Audit Departm謝數ent of Readboy Education H自紅olding. If the reported case involves哥好 legal disputes or lawsuits老廠, it shall be managed by t老為he Audit Department of Readboy可花 Education Holding. The Policy will tak身哥e effect after being approved 厭店by the Board, and the amendments the自影reof will be approved 兒花by the Audit Committee.
3.1 Protect一門ion and Confidentiality
It is the policy of Readboy Education 技吃Holding to treat all the informa城煙tion in a confidential and cautio我如us manner after employees or Thir銀飛d Parties report any of t和還he above matters. Withou錯男t the consent of the w熱算histleblower who mad你拿e such allegations, 快河his/her identity shall not be disclosed鐘請. Any improper disclosu放風re of the identity of the whistleblo事東wer by any employee will be deeme友子d as misconduct, and dis有討ciplinary measures will be taken b學話y Readboy Education Hol讀山ding, which may resul男子t in dismissal in case of serious and 鐘友malicious circumstances.
However, Readboy Education Holding ma線頻y be required to, or legally req數區uired to disclose the identity of 現報the whistleblower in certain c討自ases, such as litigations res上刀ulting from an investigation. 分內In such cases, Readboy Education Hold他自ing shall take all reason討高able steps to ensure no harm will be光術 done to the whistleblower. Any haras媽如sment or penalty toward a哥火n honest whistleblower wil呢金l be deemed as serious m木機isconduct, and once proven, may resu少月lt in immediate dismissal.
3.2 False Alleg如新ation
In making a disclosu行城re, the whistleblower sh拍也ould provide sufficient information 女老with prudence and ensure the accuracy 靜服of such information. If the whi月兒stleblower makes an allegation in離為 a reasonable manner and in go睡音od faith, regardless of whether the al我他legation is substantiated,歌月 no penalty will be imposed. However, 船秒if it is discovered that the whis山開tleblower intentionally mak水紅es a false or malicious allegati些分on, disciplinary actions or lega道地l actions may be taken by Readboy Edu河來cation Holding against such whistl銀花eblower.
3.3 Confirm校上ation and Approval
Readboy Education Holding believes in文又 the value of creating an environment 就錯in which employees maintain high 照弟ethics, honesty, candor and ac在為countability standards. 行些Readboy Education Holding recognize有章s that it takes courage and女店 quality (such as justice, l我子oyalty and unblemishing) for e畫藍mployees and Third Parties to mak師什e reports. The quality and pos說微itive behaviors demonstrated b關音y the whistleblowers wil服筆l be recognized by Readbo也了y Education Holding 事分and will be considered as one視慢 of the factors in future employee pro不朋motions or supplier recrui風吃tment.
4. Procedur作雜es
4.1 Whistleblowing Ch說愛annels
4.1.1Whistleblowing Channels 坐國Applicable to the Company
Employees or Third Parties reasona如照bly suspects of misconducts in他又 Readboy Education Hol算通ding shall notify the superv得線isor of the Audit De事照partment, who shall investigate, a日窗nd report the incident 秒水to the Audit Committee if the樹用 prima facie evidence 商紙is established. If such incidents invol也道ve the vice president in charg視知e of risk, or the whistleblow快議er does not want to notify the vice p錢業resident in charge of ri機開sk for any reason, the whistleblow子音er may report to the chairman of the 師理Audit Committee. The Audi微鐵t Committee shall decide on the房我 form of the investigation.
4.1.2Form of Whistleblowi長唱ng
Information shall be submitted in writ著雪ing. To ensure the conf上得identiality of the information訊麗, it should be return to the head o船店f Audit Department at Audit Department,個城 No. 38 Chanyi Road, Changmingshui, 話很Wuguishan, Zhongshan City,爸外 Guangdong Province,內會 in a sealed envelope clearly marked 快場"Strictly Private and Confiden風分tial – To Be Open by Addre照窗ssee Only", or by e-西謝mail ([email protected]). If y年市ou wish to deliver it 樂化to the chairman of the Audit Committ飛睡ee, it should be addressed t算歌o the Company secretary in 5th Floor,區兵 Building A, 38 Changyi Road, 海草Changmingshui, Wugui M道離ountain, Zhongshan City, Guan通個gdong Province, for forwarding to the 坐市chairman of the Audit Committee, or去電 by e-mail ([email protected])窗林. Whistleblowers may report anonymo討我usly. Employees and Third P謝森arties are encouraged to make s下匠ignature for the report. An呢跳onymous reports provide近少 only limited information and may im哥算pede the investigation and follow-up wo吃術rks. The Company may not be able這新 to process with anonymous repo校了rts due to insufficient inf紙森ormation.Any attempted miscon你少duct by or on behalf of 議銀any person to interfere will be re學麗ported to the Vice President in路間 charge of risk, the Secretary of the 員風Company or the Chairman of th公時e Audit Committee. If the investigation錯開 is deflected, it will also be 筆暗deemed as a serious brea要舞ch of discipline by R高吧eadboy Education Holding.
If there is evidence of 行微criminal activity or solicitation and 自大acceptance of advantages or contravent秒為ion of legal or regula開喝tory requirements, the inves少見tigating officer may notify relev兵身ant law enforcement a區習gencies or regulatory autho醫購rities, such as the Hong Kong Police 拿上Force, the Independe白地nt Commission Against Corruption,什離 the Securities and Futures Commis術拿sion or relevant authorities in a新歌ny other jurisdiction where suc讀都h conduct is concerned.
4.2 Investigation 做費Procedures
The form and time required for i路年nvestigation is subject t計化o the nature and special circum老對stances of each comp男自laint, and the matters raised 門錯may be:
• sent for internal investi女我gation;
• sent to independent external pa志學rties for investigat歌樂ion; and/or
• sent to relevant law enforcem什街ent agencies or regulatory購遠 authorities; or
• disapproved.
Upon receipt of a report, we 們快would reply in writing to:
• confirm receipt of a report wit自厭hin 10 working days of receipt農雪;
• provide estimated time 照船required to commence the i書書nvestigation until the conclusion t近到hereof, and to inform the whist少器leblower whether there has be員線en any initial consultation and whether現信 further investigation is required湖窗 and, if not, to provide justif喝朋ication; and
• inform the whistleblower of the c腦樂onclusion of investigat秒慢ion.
5. Regular Reporting開說
The Risk & Audit Department 金這and the Company Secretary 吧子shall report to the Audit Co紙相mmittee annually at a月影 meeting of the Audit Committee on al朋資l reports received and handled under t數海he Policy during the year.
Readboy Education Holdin火說g Company Limited
Whistleblowing Policy
Reporting Form
Strictly Confidential
The Company encourages 男身you to provide real 間理name and contact information to facil公公itate investigation and fo訊店llow-up action. The Company may no黃腦t be able to process with anon嗎時ymous reports due to insufficient info姐來rmation.
Name:
Affiliated department or instit相草ution:
Address:
Telephone:
Email:
Date:
Please describe the details of the 喝音incident, including the names of the 廠件persons involved in the人們 relevant incident; date,有見 place, and course of the inciden公你t, along with relate喝還d evidence (if any). Pl工影ease continue your narratio村微n in a new page if n時服ecessary.
Upon completion of the form, pleas厭呢e return it using a se匠學aled envelope clearly indica影藍ting “Strictly Private and Confident妹電ial — To Be Open by Address廠日ee Only” to the head of the 那能Audit Department at Audit De風河partment, No. 38 Chanyi Road, Changmin見就gshui, Wuguishan, Zhongshan C樹知ity, Guangdong Province or 兒店by email ([email protected]); If you老電 wish to deliver it to the火時 chairman of the Audit Committee, p草作lease return it to the company時視 secretary for forwarding to刀西 the chairman of the Audi人雪t Committee at 5th Floor, Building A, N秒關o. 38 Changyi Road, Wuguishan, 村愛Zhongshan City, Guang歌腦dong Province or by email (whistlebl家睡[email protected]).
