Corporate Governance

Functions of the Board of Directors

The Board of Directors is responsible for the Company's overall decision-making and exercises multiple reserved powers; reviews and approves interim reports and annual financial statements; formulates dividend policies and determines dividend amounts; and oversees the Company's governance.

The Board of Directors only makes decisions on overall goals and strategies, and specific responsibilities are assigned to various committees, including the Strategy Development Committee, Audit Committee and Compensation Committee established by the Board of Directors. Each committee exercises its own powers and regularly reports to the Board of Directors on work progress and provides suggestions on discussion matters.Under the powers granted by the Board of Directors, senior management staff will execute its strategies and business plans according to the authorization of the board and/or various committees.

Independent non-executive directors play an essential role in corporate governance. Half of the members of the Strategy Development Committee are independent non-executive directors, and all members of the Audit Committee and Remuneration Committee are independent non-executive directors, so as to provide independent opinions on strategy, corporate governance and accountability issues at committee meetings and board meetings.

Board Members

Mr. Zhu Gongshan

Chairman

Zhu Gongshan (Chairman), 64 years old, the founder of the company. He has been the executive director and Chairman of the company since July 2006. Mr. Zhu is also a member of the company's Strategy and Investment Committee. Mr. Zhu and his family (including his son, Mr. Zhu Yufeng, another director of the Company) are beneficiaries of a discretionary trust, which, as of the date of this report, owns approximately 23.51% of the issued share capital of the Company. Mr. Zhu has served as a member of the 12th National Committee of the Chinese People's Political Consultative Conference (CPPCC), and is currently a standing committee member of the 12th Jiangsu Provincial Committee of the CPPCC, Chairman of the Global Green Energy Council, Vice Chairman of the Global Innovation Center, Chairman of the Asian Photovoltaic Industry Association, Deputy Director of the Green Low Carbon Development Promotion Committee of the China Enterprise Confederation, Executive Vice Chairman of the Energy Storage and Electric Vehicle Branch of the China Electric Power Enterprise Federation, and also concurrently serves as the Executive Chairman of the Environment and Energy Committee of the International Chamber of Commerce China National Committee, Vice Chairman of the China Overseas Chinese Investment Enterprises Association, Vice Chairman of the China Rich and Strong Foundation, Vice Chairman of the China Industrial Overseas Development and Planning Association, Vice Chairman of the Jiangsu Province Federation of Industry and Commerce, Honorary Chairman of the Jiangsu Fellow Countrymen Association in Hong Kong, Executive Vice Chairman of the Hong Kong Jiangsu Association, Honorary Chairman of the Suzhou Federation of Industry and Commerce, and Chairman of the SNEC Hydrogen Energy Industry Alliance Council. Mr. Zhu has received numerous awards, including "Top Ten Outstanding Contributors to the New Energy Industry on the 70th Anniversary of New China", "Reform and Opening Up Forty Years Chinese Enterprise Reform Medal", "Reform and Opening Up Forty Years Energy Change Leader", and "Reform and Opening Up Forty Years Energy Leader Entrepreneur". Mr. Zhu graduated from Nanjing Electricity College in July 1981, receiving a diploma in Electrical Automation. He is also the Chairman of GCL Integrated Technology Co., Ltd. (its shares are listed on the Shenzhen Stock Exchange (stock code: 002506)) and a director of GCL Energy Technology Co., Ltd. (its shares are listed on the Shenzhen Stock Exchange (stock code: 002015)).

Mr. Zhu Yufeng

Vice Chairman and Executive Director
Mr. Zhu Yufeng, 40 years old, has been the Executive Director of the company and a member of the company's Remuneration Committee since September 2009. Mr. Zhu is also a director of several subsidiaries of the company. He graduated from George Brown College School of Business Management in 2005. Mr. Zhu and his family (including his father, another director of the company, Mr. Zhu Gongshan) are beneficiaries of a trust that holds approximately 23.51% of the company's issued capital as of the date of this report. Mr. Zhu joined a subsidiary of the company in 2006. He is responsible for the company's human resources, administration, and project bidding. Mr. Zhu is also the Chairman and Executive Director of GCL New Energy Holdings Limited ("GCL New Energy"), a subsidiary of the company whose shares are listed on the Main Board of the Hong Kong Stock Exchange (stock code: 451). Mr. Zhu is also a director of GCL Energy Technology Co., Ltd. (its shares are listed on the Shenzhen Stock Exchange (stock code: 002015)).

Mr. Zhu Zhanjun

Vice Chairman and Co-Chief Executive Officer
Mr. Zhu Zhanjun (Vice Chairman and Co-Chief Executive Officer), 52 years old, has been the Executive Director and CEO of the company since January 2015. He was appointed as the CEO of the Company in April 2016, was appointed as the Vice Chairman, and was reassigned as the Co-CEO of the Company in February 2022. Mr. Zhu is also a member of the company's Strategy and Investment Committee and a director of several subsidiaries. Mr. Zhu has extensive experience in polysilicon and silicon wafer business. He joined the Company in 2004 as the plant manager of one of the Company's power plants, was promoted to general manager in 2006, and was reassigned in 2008 to the permanent deputy commander of infrastructure of Jiangsu Zhongneng Silicon Industry Development Co., Ltd. ("Jiangsu Zhongneng"), a subsidiary of the Company that produces polysilicon, was promoted in 2009 to general manager of Jiangsu GCL Silicon Material Technology Development Co., Ltd. ("Jiangsu GCL"), a subsidiary of the Company, and was appointed as the Vice President of the Company in 2013, overseeing the Company's crystal growth business and Jiangsu GCL's silicon wafer business. Mr. Zhu is an engineer and received his MBA from the China Europe International Business School in 2013.

Mr. Lan Tianshi

Co-Chief Executive Officer
Mr. Lan Tianshi (Co-Chief Executive Officer), 41 years old, has been the Executive Director and Co-Chief Executive Officer of the Company since February 2022. He joined the Group in July 2007 and has held various positions in the Company's wholly-owned subsidiary Jiangsu Zhongneng, including professional technician, deputy factory director, factory director, assistant deputy general manager, deputy general manager, and executive deputy general manager. Mr. Lan currently holds multiple positions in several subsidiaries of the Company, including Chairman and General Manager of Jiangsu Zhongneng, Director of Leshan GCL New Energy Technology Co., Ltd., Executive Director and General Manager of Chengdu GCL Southwest Technology Development Co., Ltd., and Executive Director of GCL Industrial Design Research (Xuzhou) Co., Ltd. Mr. Lan holds a Bachelor's degree in Chemical Engineering and Process from Harbin Engineering University, a Master's degree from Sichuan University, and a Senior Engineer Certificate in Petrochemical Engineering issued by the Senior Professional Technical Qualification Review Committee of Jiangsu Province. Mr. Lan has nearly 15 years of experience in chemical manufacturing and management.

Ms. Sun Wei

Executive Director
Ms. Sun Wei, 50 years old, has been the Executive Director of the Company since September 2016. Prior to that, Ms. Sun served as an Executive Director of the Company from November 2006 to July 2007 and from October 2007 to January 2015, and also served as the Honorary Chairman of Finance and Strategy for the Company. She is also a director of several subsidiaries of the Company. Ms. Sun is currently in charge of the Group's financial financing, financial strategy, and management. Ms. Sun is a Non-executive Director of GCL New Energy and Deputy Chairman of GCL (Group) Holding Limited (a company controlled by Mr. Zhu Gongshan). Ms. Sun has over 25 years of experience in financial financing, financial strategy, and management. Ms. Sun received her Ph.D. in Business Administration in 2005. Ms. Sun is also a director of GCL Energy Technology Co., Ltd. (whose shares are listed on the Shenzhen Stock Exchange, stock code: 002015) and GCL Integrated Technology Co., Ltd. (whose shares are listed on the Shenzhen Stock Exchange, stock code: 002506).

Mr. Yang Wenzhong

Chief Financial Officer and Company Secretary
Mr. Yang Wenzhong (Chief Financial Officer and Company Secretary), 54 years old, has been the Executive Director of the Company since September 2014. He is also a member of the Company's Nomination Committee, Corporate Governance Committee, and Strategy and Investment Committee. Mr. Yang was appointed as the Chief Financial Officer (CFO) of the Company on April 30, 2014, and was appointed as the Company Secretary of the Company on March 20, 2017. She is also a director of several subsidiaries of the Company. Before joining the Company in April 2014, he served as a partner of Deloitte. Touche Tohmatsu is a Certified Public Accountant and a part-time member of the Central Policy Unit of the Government of the Hong Kong Special Administrative Region. Mr. Yang left Deloitte‧ Kwan Wong Chan Certified Public Accountants in March 2014, at which time he was the Head of Corporate Financing Consulting Services for the South China Region. Mr. Yang holds a Bachelor's degree in Business Administration, majoring in Accounting, and is also a member of the Hong Kong Institute of Certified Public Accountants and the Australian Institute of Certified Public Accountants. Mr. Yang has over 30 years of experience in accounting, auditing, and financial management. Mr. Yang is responsible for the financial management and reporting, corporate financing, taxation, and risk management of the company and its subsidiaries. Mr. Yang also serves as a non-executive director of GCL New Energy and the vice president of GCL Group Limited. Mr. Yang is also an Independent Non-Executive Director of Qijia Holdings Limited (whose shares are listed on the GEM of the Hong Kong Stock Exchange (stock code: 8395)).

Dr. Ho Chung Tai

Independent Non-Executive Director
Ho Chung Tai, Silver Bauhinia Star, MBE, Order of St John Officer, Justice of the Peace, 83 years old, has been an Independent Non-Executive Director of the company since September 2007. He is also the Chairman of the company's Remuneration Committee, Strategy and Investment Committee, and Corporate Governance Committee, as well as a member of the company's Audit Committee and Nomination Committee. Dr. Ho has 59 years of experience in civil, structural, energy, environmental and geotechnical engineering and extensive project management, including 49 years in Hong Kong and 10 years in the UK. As Project Director, he was directly responsible for managing the electrification and modernization of the Kowloon-Canton Railway (East Rail Line) project in the mid-70s to early 80s, valued at HKD 3 billion at the time, and all government-funded infrastructure construction in Sha Tin New Town and Tseung Kwan O New Town from early 1982 to the end of 1993. His other construction experience includes tunnels, bridges, elevated highways, roads, docks, piers, ferry terminals, hospitals, hotels, incinerators, high-rise commercial and residential buildings, slopes, reclamation, environmental research, and environmental protection projects. Dr. Ho is currently the Honorary Chairman and former Chairman of the Nuclear Safety Advisory Committee for the Daya Bay and Lingao Nuclear Power Stations in Guangdong Province and a former professional consultant (Architecture, Engineering and Surveying) for the Office of the Ombudsman in Hong Kong. He is also involved in the promotion of innovative technologies such as graphene. Dr. Ho is currently also an Independent Non-Executive Director of the following Hong Kong listed companies: Deson Development International Holdings Limited, Pu Hui Zhong Jin International Holdings Limited, Asia Cab Leasing Holdings Limited, and Dehui Group Holdings Limited.

Mr. Yip Tak Him

Independent Non-Executive Director
Yip Tak Him, 51 years old, has been an Independent Non-Executive Director of the company since March 2009. He is also the Chairman of the company's Audit Committee and Nomination Committee, as well as a member of the company's Remuneration Committee, Strategy and Investment Committee, and Corporate Governance Committee. Mr. Yip is a practicing accountant in Hong Kong. He is also a member of the Institute of Chartered Accountants in England and Wales and the Association of Chartered Certified Accountants in the UK. He has over 25 years of experience in accounting, auditing, and financial management. Mr. Ye also currently serves as an independent non-executive director of the following publicly traded companies in Hong Kong: Shentong Robot Education Group Co., Ltd., Power High Real Estate Group Co., Ltd., Zhongchang International Holdings Group Limited, and Dongguan Rural Commercial Bank Co., Ltd.

Dr. Shen Wenzhong

Independent Non-Executive Director
Shen Wenzhong, 53, has been an independent non-executive director of our company since July 2015. He is also a member of the company's Audit Committee and Strategy and Investment Committee. Dr. Shen has been a professor and doctoral supervisor at the School of Physics and Astronomy of Shanghai Jiao Tong University since 1999 and has been a distinguished professor of Yangtze River Scholars at Shanghai Jiao Tong University since 2000. He has been the director of the Solar Energy Research Institute of Shanghai Jiao Tong University since 2007. Dr. Shen has participated in numerous domestic scientific and technological research projects and has published scientific papers and edited monographs related to photovoltaics in international journals. He obtained his doctorate in 1995 from the Shanghai Institute of Technical Physics of the Chinese Academy of Sciences, and from 1996 to 1999, he conducted postdoctoral research at Georgia State University in the United States. Dr. Shen is currently the executive director of the China Renewable Energy Society and the honorary chairman of the Shanghai Solar Energy Society. He serves as an independent non-executive director of Suzhou Zhonglai Photovoltaic New Materials Co., Ltd. (listed on the Shenzhen Stock Exchange) and Jiangsu Zhongxin Bo New Energy Technology Co., Ltd. (listed on the Shanghai Stock Exchange).

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