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BOARD OF DIRECTORS

LIU YI
KAM HOU YIN, JOHN
CHONG KAN YU
QI ZHENPING

AUDIT COMMITTEE

The Audit Committee was established by the Board on 20 December 2011 with written terms of reference in compliance with Rules 5.28 to 5.33 of
the GEM Listing Rules and the Code. The terms of reference were last updated on 1 January 2019 and maintained on both the websites of the Company and the Stock Exchange. The primary duties of the Audit Committee are mainly to (i) review the financial statements and reports and consider any significant or unusual items raised by the Company's staff responsible for the accounting and financial reporting function, compliance officer or external auditors before submission to the Board; (ii) review the relationship with the external auditors by reference to the work performed by the auditors, their fees and terms of engagement, and make recommendation to the Board on the appointment, reappointment and removal of external auditors; and (iii) review the adequacy and effectiveness of the Company’s financial reporting system, internal control system and risk management system and associated procedures.

REMUNERATION COMMITTEE

The Company established the Remuneration Committee on 20 December 2011 with written terms of reference in compliance with the Code. The terms of reference were last updated on 12 December 2023 and maintain on both of the website of the Company and the Stock Exchange. The Remuneration Committee adopted the approach under code provision B.1.2(c)(ii) of the Code and the primary duties of the Remuneration Committee are mainly to (i) make recommendations to the Board on the Company's policy and structure for all remuneration of Directors and senior management and the establishment of a formal and transparent procedure for developing policy on such remuneration; (ii) make recommendations on the remuneration packages of executive Directors and senior management; and (iii) review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time.

NOMINATION COMMITTEE

The Company has established the Nomination Committee on 20 December 2011 with written terms of reference in compliance with the Code. The terms of reference were last updated on 1 January 2019 and maintained on both the websites of the Company and the Stock Exchange. The primary duties of the Nomination Committee are mainly to (i) review the Board composition; (ii) develop and formulate relevant procedures for the nomination and appointment of directors; (iii) identify qualified individuals to become members of the Board; (iv) monitor the appointment and succession planning of directors; and (v) assess the independence of independent non-executive Directors.

The nomination policy aims to set out the relevant selection criteria and nomination procedures.

MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY

LIST OF DIRECTORS AND THEIR ROLE AND FUNCTION

Terms of reference of the Audit Committee of the Board of Directors

Terms of reference of the Remuneration Committee of the Board of Directors

Terms of reference of the Nomination Committee of the Board of Directors