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Corporate Governance

The Group is committed to maintaining high standards of corporate governance. The Company has adopted and complied with the code provisions of the new Corporate Governance Code (the “CG Code”) effective from 1 April 2012 as set out in Appendix 14 of the Listing Rules. Although the Company has not established a formal mechanism and an internal audit function to monitor the effectiveness of the Group’s internal control system, the Company engaged an external, independent professional accounting firm to review all the material transactions as well as the internal control system of the Company.

BOARD OF DIRECTORS

The Board is responsible for the leadership and control of the Company and oversees the Company’s businesses, investment and strategic decisions and performance. In addition, the Board has also delegated various responsibilities to the board committees.

CHAIRMAN

The chairman of the Company takes the lead in formulating overall strategies and policies of the Company; ensures the effective performance by the Board of its functions, including compliance with good corporate governance practices and encourages and facilitates active contribution of directors in Board activities. She also ensures that all directors are properly briefed on issues arising at Board meetings and have received adequate, complete and reliable information in a timely manner with the assistance of the company secretary.

EXECUTIVE DIRECTORS

The executive Directors are responsible for running the Company and executing the strategies adopted by the Board. They lead the Company’s management team in accordance with the directions set by the Board and are responsible for ensuring that proper internal control system is in place and the Company’s business conforms to applicable laws and regulations.

INDEPENDENT NON-EXECUTIVE DIRECTORS

The independent non-executive Directors serve the important function of ensuring and monitoring an effective corporate governance framework. Their participation provides adequate checks and balances to safeguard the interests of the Company and its shareholders as a whole. The Board currently consists of three independent non-executive Directors and two of them have appropriate professional qualifications or accounting or related financial management expertise. The Company has received from each of the independent non-executive Directors a confirmation of independence for the Year pursuant to Rule 3.13 of the Listing Rules.

Chairman Executive Directors Independent Non-executive Directors

Mr. Li Yi Feng

 

Mr. Li Yi Feng

Mr. Chen Wei



Ms. Hsu Wai Man Helen

Mr. Wong Tak Chun

Mr. Xu Jinghong 

 

AUDIT COMMITTEE

The Company has established an audit committee (the “Audit Committee”) with written terms of reference in compliance with the Listing Rules and the code provisions under the CG Code. The Audit Committee is mainly responsible for overseeing the Company’s financial reporting system and risk management and internal control systems; making recommendations to the Board in the appointment and removal of the external auditors and to approve the remuneration and terms of engagement of the external auditors, and any questions of resignation or dismissal of such auditors; and reviewing the interim and annual reports and accounts of the Company. Currently, the Audit Committee comprises three independent non-executive Directors, namely, Ms. Hsu Wai Man Helen (Chairman), Mr. Wong Tak Chun and Mr. Xu Jinghong.

REMUNERATION COMMITTEE

The Company has established a remuneration committee (the “Remuneration Committee”) with written terms of reference in compliance with the Listing Rules and the code provisions under the CG Code. The Remuneration Committee is mainly responsible for making recommendations to the Board on the Company’s remuneration policy for directors and senior management, and overseeing the remuneration packages of the executive directors and senior management. Currently, the Remuneration Committee comprises one executive Director, Mr. Li Yi Feng and three independent non-executive Directors, namely, Ms. Hsu Wai Man Helen(Chairman), Mr. Wong Tak Chun and Mr. Xu Jinghong.

NOMINATION COMMITTEE

The Company has established a nomination committee (the “Nomination Committee”) with written terms of reference in compliance with the Listing Rules and the code provisions under the CG Code. The Nomination Committee is mainly responsible for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board, making recommendations on any proposed changes to the Board to complement the Company’s corporate strategy, identifying individuals suitably qualified to become member of the Board and making recommendations to the Board on the selection of individuals nominated for directorships, assessing the independence of independent non-executive directors, and making recommendations to the Board on the appointment or re-appointment of directors and succession planning for directors. Currently, the Nomination Committee comprises one executive Director, Mr. Li Yi Feng (Chairman), and three independent non-executive Directors, namely, Ms. Hsu Wai Man Helen, Mr. Wong Tak Chun and Mr. Xu Jinghong.