Corporate Governance

THE BOARD

The Board of Kunlun Energy Company Limited is composed of 2 Executive Directors, 2 Non-Executive Directors, and 3 Independent Non-executive Directors.

The overall management of the Company’s business is vested in the Board, which assumes the responsibility for leadership and control of the Company and is collectively responsible for directing and supervising its affairs, making decisions objectively in the interests of the Company. Meanwhile, the Board takes responsibility for all major matters of the Company, including the approval and monitoring of all policy matters, overall strategies and budgets, internal control and risk management systems, material transactions (in particular those that may involve conflict of interests), financial information, appointment of directors and other significant financial and operational matters. The Board has the full support of the Chief Executive Officer and the senior management to discharge its responsibilities.

MEMBERS OF THE BOARD

Executive Directors:

  • Mr. Liu Guohai
    Chairman, Executive Director

    Mr. Liu was appointed as the Executive Director and Chairman of the Board of the Company on 1 April 2025.

    Mr. Liu holds the title of senior engineer and also has the position of the executive director of PetroChina Natural Gas Marketing Company.

    Mr. Liu has over 30 years of experience in the oil and gas industry. He has held leadership positions in Daqing General Petrochemical Works,

    PetroChina Daqing Petrochemical Company, PetroChina Daqing Petrochemical Company, PetroChina Dalian Petrochemical Company, PetroChina Sichuan Petrochemical Co., Ltd., PetroChina Refining Chemicals & New Materials Branch, and PetroChina Natural Gas Marketing Company.

    Mr. Liu has obtained a bachelor’s degree in engineering from Fushun Petroleum Institute (now renamed Liaoning Petrochemical University).

  • Mr. Qian Zhijia
    Executive Director, Chief Executive Officer

    Mr Qian was appointed Executive Director and Chief Executive Officer of the Company on 19 November 2020.

    Mr. Qian holds the title of senior engineer and the position of president of PetroChina Natural Gas Marketing Company.

    Mr. Qian has over 30 years of experience in the oil and gas industry, with a long track record in natural gas development, production, operations, and sales. He is well-versed in the entire natural gas value chain, including production, transportation, storage, and marketing. He has held leadership positions in PetroChina Southwest Oil and Gas Field Company and PetroChina Natural Gas Southwest Marketing Company.

    Mr. Qian has obtained a bachelor’s degree in engineering and a doctoral degree in engineering from Southwest Petroleum Institute (now renamed as Southwest Petroleum University), and has completed the EMBA program at the University of Houston in the United States.

Non-Executive Director

  • Lyu Jin
    Non-Executive Director

    Ms. Lyu was appointed as the Non-Executive Director on 8 May 2024.

    Ms. Lyu holds a Ph.D. in law and the title of senior economist. She holds the positions of the deputy director-general of the legal & corporate reform department of China National Petroleum Corporation and the supervisor of China Petroleum Engineering Corporation.

    Ms. Lyu has over 20 years of working experience in the oil and gas industry. She has long been engaged in legal and compliance work for the international business of CNPC. She has held legal, compliance, and shareholder affairs management positions at CNPC-AktobeMunaiGas JSC, PetroKazakhstan Inc., PetroChina International Exploration & Development Company, China National Oil and Gas Exploration and Development Co., Limited, CNPC Technology & Development Co., Ltd., and China National Petroleum Corporation.

    Ms. Lyu obtained her Bachelor’s degree in Law from Moscow State University of Economics, Statistics, and Informatics, and her Doctorate in Law from Moscow State Law Academy in Russia.

  • Qi Zhenzhong
    Non-Executive Director

    Mr. Qi was appointed as the Non-Executive Director on 25 March 2025.

    Mr. Qi is a senior economist. He is also a director of China National Aviation Fuel Group Limited, China Petroleum Yanchang Petroleum Trading Stock Limited Company, Galaxy Fund Management Company Limited, and a director of several investee companies of China National Petroleum Corporation.

    Mr. Qi has more than 30 years of working experience in the oil and natural gas industry, he has been engaged in capital operation management for a long time, and has rich professional knowledge and practical experience in equity investment and capital operation. Since July 1989, he has worked successively in Dagang Oilfield Group Limited and PetroChina Company Limited. Since April 2006, he has served as the deputy director of the capital market division of the capital operation department of PetroChina Company Limited. Since September 2009, he has served as the director of the equity investment division of the capital operation department of China National Petroleum Corporation (PetroChina Company Limited). Since March 2017, he has served as a full-time director and supervisor of the investee companies of China National Petroleum Corporation. Since September 2022, he has served as a senior equity affairs expert of China National Petroleum Corporation. Since June 2024, he has served as a full-time external director of companies under China National Petroleum Corporation.

    Mr. Qi obtained a bachelor’s degree in engineering from Shanxi Mining Institute and a master’s degree in management from Nankai University.

Independent Non-Exectuive Directors

  • Mr Sun Patrick
    Independent Non-Executive Director

    Mr. Sun was appointed as the Independent Non-Executive Director on 18 February 2016.

    Mr. Sun currently serves as an independent non-executive director of Ferretti S.p.A. and AustAsia Group Ltd.

    Mr. Sun has previously held roles such as chairman of the Chamber of Hong Kong Listed Companies, deputy convenor of the Listing Committee of the Hong Kong Stock Exchange, and a council member of the Hong Kong Stock Exchange. He has also held key positions at JPMorgan Chase and Jardine Fleming Holdings Limited.

    Mr. Sun holds a bachelor of science degree in economics from the Wharton School of the University of Pennsylvania and has completed the Stanford Executive Program at the Stanford Graduate School of Business. He is a fellow member of the Association of Chartered Certified Accountants in the United Kingdom and a fellow member of the Hong Kong Institute of Certified Public Accountants.

  • Mr. Tsang Yok Sing Jasper
    Independent Non-Executive Director

    Mr. Tsang was appointed as the Independent Non-Executive Director on 27 August 2019.

    Mr. Tsang currently serves as an independent non-executive director of Beijing Tong Ren Tang Chinese Medicine Company Limited.

    Mr. Tsang is an honorary professor at The Chinese University of Hong Kong, Convenor of the Hong Kong Vision Project, vice chairman of the Hong Kong Policy Research Institute, and advisor for the Democratic Alliance for the Betterment and Progress of Hong Kong.

    He also serves as a manager of Pui Kiu Primary School, supervisor of Pui Kiu Middle School, and supervisor of Pui Kiu College.

    Previously, Mr. Tsang held roles such as president of the Legislative Council of the Hong Kong Special Administrative Region, legislative council member, chairman of the Democratic Alliance for the Betterment of Hong Kong, non-executive director of the Securities and Futures Commission, and member of the Task Force on Land Supply.

    Mr. Tsang holds a bachelor of arts degree and a master of education degree from The University of Hong Kong.

  • Mr. Kwok Chi Shing
    Independent Non-Executive Director

    Mr. Kwok was appointed as an Independent Non-Executive Director on 29 May 2025.

    He currently serves as an independent non-executive director at Fantasia Holdings Group Co., Ltd., DTXS Silk Road Investment Holdings Co., Ltd., Bonjour Holdings Limited, and Chempartner Pharmatech Co., Ltd.

    Mr. Kwok has over 30 years of experience in the accounting industry. He is the chairman of LKKC CPA Limited and the managing director of Wilson & Partners CPA Limited. Previously, he held several senior positions at Baker Tilly China.

    Mr. Kwok holds an MA (Hons) in Economics and Accountancy from the University of Aberdeen. He is a Hong Kong Certified Public Accountant (Practicing) and has several other professional qualifications.

APPOINTMENT AND RE-ELECTION OF DIRECTORS

Pursuant to the Bye-Laws of the Company, which provide that every Director appointed by the Board during the year shall retire at the next general meeting, and every Director (including those appointed for a specific term) shall be subject to retirement at least once every three years. Related Provisions in the Corporate Governance Code (the “CG Code”) contained in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (the “Listing Rules”) have been fully complied. The Board reviewed its own structure, size and composition regularly to ensure that it has a balance of expertise, skills and experience appropriate to the requirements of the business of the Company.

The Board reviewed its own structure, size and composition regularly to ensure that it has a balance of expertise, skills and experience appropriate to the requirements of the business of the Company.

Where vacancies on the Board exist, the Board will carry out the selection process by making reference to the skills, experience, professional knowledge, personal integrity and time commitments of the proposed candidates, the Company’s needs and other relevant statutory requirements and regulations. An external recruitment agency may be engaged to carry out the recruitment and selection process when necessary.

  • Remuneration Committee

    The Remuneration Committee of Kunlun Energy Company Limited was established on 9 September 2003.

    The primary responsibilities of the Remuneration Committee are to make recommendations or approve policies, structures, and remuneration packages for executive directors and senior management.

    At the same time, the committee ensures transparency by establishing clear mechanisms and formulating relevant remuneration policies and structures. No director or their associates will participate in determining their own remuneration, which is set based on individual and company performance as well as market practices.

    Members of the Remuneration Committee

    • Mr. Tsang Yuk-sing Jasper (Chairman)
    • Mr. Sun Patrick
    • Mr. Kwok Chi Shing

    Terms of Reference of The Remuneration Committee

  • Audit Committee

    The Audit Committee of Kunlun Energy Company Limited was established on 8 December 1998. It consists of three independent non-executive directors, including one with appropriate professional qualifications. The chairman of the Audit Committee is appointed by the Board of Directors.

    The responsibilities of the Audit Committee include reviewing financial statements and reports before submission to the Board of Directors and considering any significant or unusual issues raised by the independent auditors. The committee also reviews the relationship with the independent auditors, including their work, remuneration, and terms of appointment, and makes recommendations to the Board regarding the appointment, reappointment, and removal of external auditors. Additionally, it evaluates the adequacy and effectiveness of the company’s financial reporting system, internal control system, risk management system, and related procedures.

    Members of the Audit Committee

    • Mr. Sun Patrick (Chairman)
    • Mr. Tsang Yuk-sing Jasper
    • Mr. Kwok Chi Shing

    Terms of Reference of The Audit Committee

  • Nomination Committee

    The Nomination Committee of Kunlun Energy Company Limited was established on 16 January 2012.

    he main duties of the Nomination Committee include reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy; identifying individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships; assessing the independence of Independent Non-executive Directors; making recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors, in particular, the Chairperson and the Chief Executives; regularly reviewing the time required from a Director to perform his or her responsibilities and to do such other things to enable the Committee to discharge its powers and functions conferred to it by the Board.

    Members of the Nomination Committee

    • Mr. Liu Guohai (Chairman)
    • Ms. Lyu Jing
    • Mr. Sun Patrick
    • Mr. Tsang Yuk-sing Jasper
    • Mr. Kwok Chi Shing

    Terms of Reference of The Nomination Committee

  • Sustainability Committee

    The Sustainability Committee of Kunlun Energy Company Limited was established on 26 May 2021.

    The purpose of establishing the Sustainability Committee is to provide recommendations and assistance to the Board of Directors in identifying, assessing, and managing matters related to sustainable development as well as environmental, social, and governance issues.

    Members of the Sustainability Committee

    • Mr. Qian Zhijia (Chairman)
    • Mr. Tsang Yok Sing Jasper
    • Mr. Kwok Chi Shing
    • Mr. He Yongli (Non-director member)

    Terms of Reference of The Sustainability Committee

Charter documents

describe details date
组织章程大纲及经修订及重述之公司细则 2024-03-27
股东通讯政策 2024-03-27
举报政策 2024-03-27
候选董事提名程序 2024-03-27
发布企业通讯政策 2024-03-27