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Prospectus Document
Announcement & Circular
Corporate Governance
Board Members
Chen Zhiyong
Founder, Non Executive Director

Mr. Chen Zhiyong served as the director of the group on April 13, 2021, supervising the development and strategic planning of the company.

Qin Shuguang
Chief Executive Officer and Executive

Mr. Qin Shuguang served as the director of the group on February 8, 2021, formulating the company's overall operation, management, strategic planning and business development.

Liu Zhilan
Executive Director and Vice General Manager

Ms. Liu Zhilan is a director of the group on April 13, 2021, supervising the overall operation, management, strategic planning and business development of the company.

Deng Denghui
Executive Director

Mr. Deng Denghui served as the director of the group on April 13, 2021, providing strategic and directional guidance on R & D for the company.

Shen Jianfei
Non Executive Director

Mr. Shen Jianfei is the director of the group on April 13, 2021, supervising the development and strategic planning of the company.

Li Xinshou
Independent non-executive Directors

Mr. Li Xinshou is our independent non-executive Director. He was appointed as an independent non-executive Director on June 21, 2022. Mr. Li Xinshou is responsible for supervising and providing independent judgment to our Board.

Kong Fanhua
Independent non-executive Directors

Ms. Kong Fanhua is our independent non-executive Director. She was appointed as an independent non-executive Director on June 21, 2022. Ms. Kong Fanhua is responsible for supervising and providing independent judgment to our Board.

Li Renfa
Independent non-executive Directors

Prof. Li Renfa is our independent non-executive Director. He was appointed as an independent non-executive Director on June 21, 2022. Prof. Li Renfa is responsible for supervising and providing independent judgment to our Board.

Audit Committee

The main responsibilities of the audit committee are to review and supervise the group's financial reporting procedures and internal control system, review and approve related transactions and make recommendations to the board of directors. The chairman of the audit committee is Mr. Li Xinshou, and the members include Ms. Kong Fanhua and Mr. Chen Zhiyong.

? Audit Committee - Terms of Reference
2022-07-11
Remuneration Committee

The main responsibility of the compensation committee is to review the terms of remuneration, bonus and other remuneration payable to directors and senior management and make recommendations to the board of directors. The chairman of the compensation committee is Ms. Kong Fanhua and the members include Mr. Li Xinshou and Mr. Chen Zhiyong.

? Terms?of?Reference?of?the?Remuneration?Committee
2022-12-30
Nomination Committee

The main responsibility of the nomination committee is to make recommendations to the board of directors on the appointment of directors and the succession of members of the board of directors. If a candidate is to serve as a director of the seventh (or more) listed company, the nomination committee will also consider whether the candidate is able to devote enough time to performing the duties of the directors and members of the special committees under the board of directors, and whether the candidate for independent non-executive directors is able to devote enough time to the board of directors. The nomination committee is composed of three members, namely Professor Li Renfa, Ms. Kong Fanhua and Mr. Qin Shuguang is currently the chairman of the nomination committee.

? Nomination Committee - Terms of Reference
2022-07-11
Environmental, Social and Governance Committee

We have established a Environmental, Social and Governance committee with written terms of reference. The primary duty of the Environmental, Social and Governance Committee is to oversee and guide our Company’s Environmental, Social and Governance initiatives. The Environmental, Social and Governance Committee comprises three Directors, namely Ms. Liu Zhilan, Mr. Deng Denghui and Mr. Shen Jianfei. Ms. Liu Zhilan is the chairlady of our Environmental, Social and Governance Committee.

? Environmental, Social and Governance Committee – Terms of Reference
2022-07-11
Articles of Association
? Amended and Restated Memorandum and Articles of Association
2022-07-11
Procedures for Shareholders to propose a Director
? Procedures for Shareholders to propose a Director
2022-07-11
Contractual Arrangement
? Contractual Arrangement
2022-07-11
Address
No.38, Changyi Road, Wuguishan, Zhongshan City, Guangdong Province
Telephone
0760-23378068
E-mail
ir@readboy.com
Readboy Education Holding Company Limited
Whistleblowing Policy
Prepared by Company Secretarial Department/Office of the Board
(Version date: 30 December 2022)
1.   Introduction
Readboy Education Holding Company Limited (the “Company”) and its subsidiaries (“Readboy Education Holding”) are dedicated to achieving and maintaining a high level of accountability standard with honesty and integrity. Employees at all levels shall act with integrity, impartiality, and honesty. Within the context of protecting the overall interests of Readboy Education Holding, it is the responsibility of every employee to strive to ensure that there be no misconduct which will endanger shareholders, investors, clients, suppliers, and other stakeholders, which is also an important part in maintaining good corporate image and corporate governance level of Readboy Education Holding. Therefore, the Company has formulated the whistleblowing policy (the “Policy”). Education Holding Company Limited (the “Company”) and its subsidiaries (“Readboy Education Holding”) are dedicated to achieving and maintaining a high level of accountability standard with honesty and integrity. Employees at all levels shall act with integrity, impartiality, and honesty. Within the context of protecting the overall interests of Readboy Education Holding, it is the responsibility of every employee to strive to ensure that there be no misconduct which will endanger shareholders, investors, clients, suppliers, and other stakeholders, which is also an important part in maintaining good corporate image and corporate governance level of Readboy Education Holding. Therefore, the Company has formulated the whistleblowing policy (the “Policy”).形象及企業(yè)管治水平的重要環(huán)節。故此,本公司制訂了舉報政策(「本政策」)。
2.   Purpose and Scope of Application
The purpose of formulating the Policy is to raise the awareness of maintaining internal justice of Readboy Education Holding. It functions as an effective mechanism for internal control, thereby provides channels and guidance for employees and third parties which have dealings with Readboy Education Holding (such as clients of Readboy Education Holding and suppliers that provide products and services to Readboy Education Holding) (the “Third Parties”) to report on the misconduct of the internal staff of Readboy Education Holding. “Whistleblowing” refers to the decisions of the employees or Third Parties to report their serious concerns for being aware of or honestly suspect that Readboy Education Holding was or may be involved in any misconduct. The Policy is intended to encourage employees and Third Parties to address matters of serious concern to the internal division of Readboy Education Holding in a responsible and effective manner, rather than overlook existing problems. The content provided for in the Policy applies to all employees and Third Parties of the Company and its subsidiaries.
3.   Policy
The purpose of the Policy is to assist employees and Third Parties to disclose information to the internal and senior management of Readboy Education Holding on behaviors which they reasonably believe to be inappropriate. The Policy is not for promoting any personal disputes or for challenging the financial or business decisions of Readboy Education Holding, nor is it for handling labor disputes or other matters already dealt with by existing mechanisms. Whistle-blowing matters include but are not limited to:

a.   violation of legal or regulatory requirements, including criminal offense and tort;

b.   violation of rules and regulations or code of conduct of Readboy Education Holding;

c.   illegal activities, misconduct or fraud involving internal control, accounting, auditing and financial matters;

d.   harm to personal health and safety;

e.   misconduct or unethical behavior that may damage the reputation of Readboy Education Holding; and

f.   deliberate concealment of any above.

The audit committee of the Board of the Company (the “Audit Committee”) assumes full responsibility of the Policy, but the responsibility of daily monitoring and implementation of the Policy is delegated to the Audit Department of Readboy Education Holding. If the reported case involves legal disputes or lawsuits, it shall be managed by the Audit Department of Readboy Education Holding. The Policy will take effect after being approved by the Board, and the amendments thereof will be approved by the Audit Committee.
3.1   Protection and Confidentiality
It is the policy of Readboy Education Holding to treat all the information in a confidential and cautious manner after employees or Third Parties report any of the above matters. Without the consent of the whistleblower who made such allegations, his/her identity shall not be disclosed. Any improper disclosure of the identity of the whistleblower by any employee will be deemed as misconduct, and disciplinary measures will be taken by Readboy Education Holding, which may result in dismissal in case of serious and malicious circumstances.
However, Readboy Education Holding may be required to, or legally required to disclose the identity of the whistleblower in certain cases, such as litigations resulting from an investigation. In such cases, Readboy Education Holding shall take all reasonable steps to ensure no harm will be done to the whistleblower. Any harassment or penalty toward an honest whistleblower will be deemed as serious misconduct, and once proven, may result in immediate dismissal.
3.2   False Allegation
In making a disclosure, the whistleblower should provide sufficient information with prudence and ensure the accuracy of such information. If the whistleblower makes an allegation in a reasonable manner and in good faith, regardless of whether the allegation is substantiated, no penalty will be imposed. However, if it is discovered that the whistleblower intentionally makes a false or malicious allegation, disciplinary actions or legal actions may be taken by Readboy Education Holding against such whistleblower.
3.3   Confirmation and Approval
Readboy Education Holding believes in the value of creating an environment in which employees maintain high ethics, honesty, candor and accountability standards. Readboy Education Holding recognizes that it takes courage and quality (such as justice, loyalty and unblemishing) for employees and Third Parties to make reports. The quality and positive behaviors demonstrated by the whistleblowers will be recognized by Readboy Education Holding and will be considered as one of the factors in future employee promotions or supplier recruitment.
4.   Procedures
4.1   Whistleblowing Channels
4.1.1Whistleblowing Channels Applicable to the Company
Employees or Third Parties reasonably suspects of misconducts in Readboy Education Holding shall notify the supervisor of the Audit Department, who shall investigate, and report the incident to the Audit Committee if the prima facie evidence is established. If such incidents involve the vice president in charge of risk, or the whistleblower does not want to notify the vice president in charge of risk for any reason, the whistleblower may report to the chairman of the Audit Committee. The Audit Committee shall decide on the form of the investigation.
4.1.2Form of Whistleblowing
Information shall be submitted in writing. To ensure the confidentiality of the information, it should be return to the head of Audit Department at Audit Department, No. 38 Chanyi Road, Changmingshui, Wuguishan, Zhongshan City, Guangdong Province, in a sealed envelope clearly marked "Strictly Private and Confidential – To Be Open by Addressee Only", or by e-mail (dsljc@readboy.com). If you wish to deliver it to the chairman of the Audit Committee, it should be addressed to the Company secretary in 5th Floor, Building A, 38 Changyi Road, Changmingshui, Wugui Mountain, Zhongshan City, Guangdong Province, for forwarding to the chairman of the Audit Committee, or by e-mail (whistleblower@readboy.com). Whistleblowers may report anonymously. Employees and Third Parties are encouraged to make signature for the report. Anonymous reports provide only limited information and may impede the investigation and follow-up works. The Company may not be able to process with anonymous reports due to insufficient information.Any attempted misconduct by or on behalf of any person to interfere will be reported to the Vice President in charge of risk, the Secretary of the Company or the Chairman of the Audit Committee. If the investigation is deflected, it will also be deemed as a serious breach of discipline by Readboy Education Holding.
If there is evidence of criminal activity or solicitation and acceptance of advantages or contravention of legal or regulatory requirements, the investigating officer may notify relevant law enforcement agencies or regulatory authorities, such as the Hong Kong Police Force, the Independent Commission Against Corruption, the Securities and Futures Commission or relevant authorities in any other jurisdiction where such conduct is concerned.
4.2   Investigation Procedures
The form and time required for investigation is subject to the nature and special circumstances of each complaint, and the matters raised may be:

? sent for internal investigation;

? sent to independent external parties for investigation; and/or

? sent to relevant law enforcement agencies or regulatory authorities; or

? disapproved.

Upon receipt of a report, we would reply in writing to:

? confirm receipt of a report within 10 working days of receipt;

? provide estimated time required to commence the investigation until the conclusion thereof, and to inform the whistleblower whether there has been any initial consultation and whether further investigation is required and, if not, to provide justification; and

? inform the whistleblower of the conclusion of investigation.

5.   Regular Reporting
The Risk & Audit Department and the Company Secretary shall report to the Audit Committee annually at a meeting of the Audit Committee on all reports received and handled under the Policy during the year.
Readboy Education Holding Company Limited
Whistleblowing Policy
Reporting Form
Strictly Confidential
The Company encourages you to provide real name and contact information to facilitate investigation and follow-up action. The Company may not be able to process with anonymous reports due to insufficient information.
Name:
Affiliated department or institution:
Address:
Telephone:
Email:
Date:
Please describe the details of the incident, including the names of the persons involved in the relevant incident; date, place, and course of the incident, along with related evidence (if any). Please continue your narration in a new page if necessary.
Upon completion of the form, please return it using a sealed envelope clearly indicating “Strictly Private and Confidential — To Be Open by Addressee Only” to the head of the Audit Department at Audit Department, No. 38 Chanyi Road, Changmingshui, Wuguishan, Zhongshan City, Guangdong Province or by email (dsljc@readboy.com); If you wish to deliver it to the chairman of the Audit Committee, please return it to the company secretary for forwarding to the chairman of the Audit Committee at 5th Floor, Building A, No. 38 Changyi Road, Wuguishan, Zhongshan City, Guangdong Province or by email (whistleblower@readboy.com).
Report Form - enclosure
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