Corporate Governance
The Board and the management of the Company are committed to establishing good corporate governance practices and procedures. The maintenance of high standard of business ethics and corporate governance practices has always been one of the Group’s goals. The Company believes that good corporate governance provides a framework that is essential for effective management, successful business growth and a healthy corporate culture, thereby leading to the enhancement of shareholders’ value.

Continuous efforts are made to review and enhance the Group’s internal controls and procedures in light of changes in regulations and developments in best practices. To us, maintaining high standards of corporate governance practices is not just complying with the provisions but also the intent of the regulations to enhance corporate performance and accountability.
Disclosure of Inside Information
The Group acknowledges its responsibilities under the Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong and the GEM Listing Rules and the overriding principle that inside information should be announced immediately when it is the subject of a decision. The procedures and internal controls for the handling and dissemination of inside information are as follows:
  • the Group conducts its affairs with close regard to the disclosure requirement under the GEM Listing Rulesas well as the “Guidelines on Disclosure of Inside Information” published by the Securities and Futures Commission of Hong Kong in June 2012;
  • the Group has implemented and disclosed its policy on fair disclosure by pursuing broad, non-exclusive distribution of information to the public through channels such as financial reporting, public announcements and its website;
  • the Group has strictly prohibited unauthorised use of confidential or inside information; and
  • the Group has established and implemented procedures for responding to external enquiries about the Group’s affairs.
Corporate Governance Functions
No corporate governance committee has been established and the Board is responsible for performing the corporate governance functions such as developing and reviewing the Company’s policies, practices on corporate governance, training and continuous professional development of Directors and senior management, the Company’s policies and practices on compliance with legal and regulatory requirements, etc.
Board Committees
  • Audit Committee
    • Members of Audit Committee
    • Mr. Kwok Kim Hung Eddie (Chairman)
    • Mr. Zhang Zhuoyong
    • Mr. Zhang Tiey
    Our Audit Committee has primary responsibility for monitoring the quality of internal control and ensuring that the financial performance of the Company is properly measured and reported on, receiving and reviewing reports from management and the auditors relating to the annual, quarterly and interim results, and monitoring the accounting and internal control system in use throughout the Group.

    According to the current terms of reference, meetings of the Audit Committee shall be held at least 4 times a year.

    In performing its duties in accordance with its terms of reference, the work performed by the Audit Committee included:
    • (a)
      review and supervise the financial reporting process and internal control system and risk management of the Company and its subsidiaries;
    • (b)
      recommendation to the Board, for the approval by shareholders, of the re-appointment of the external auditor and approval of their remuneration;
    • (c)
      determination of the nature and scope of the audit; and
    • (d)
      review the financial statements for the relevant periods.
  • Remuneration Committee
    • Members of Remuneration Committee
    • Mr. Zhang Tieyi (Chairman)
    • Mr. He Keng
    • Mr. Zhang Zhuoyong
    • Mr. Kwok Kim Hung Eddie
    Meeting of the Remuneration Committee shall be held at least once a year.

    The roles and functions of the Remuneration Committee include:
    • (a)
      consulting the chairman of the Board about their remuneration proposals for other executive Directors;
    • (b)
      making recommendation to the Board on the Company’s remuneration policy and structure for all Directors’ and senior management.
  • Nomination Committee
    • Members of Nomination Committee
    • Mr. Zhang Zhuoyong (Chairman)
    • Mr. He Keng
    • Mr. Kwok Kim Hung Eddie
    • Mr. Zhang Tieyi
    The roles and functions of the Nomination Committee include reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board at least once a year, making recommendations on any proposed changes to the Board to complement the Company’s corporate strategies, identifying individuals suitably qualified to become Board members (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 relevant matters relating to the appointment or re-appointment of Directors and succession planning for Directors in particular the Chairman; and reporting to the Board on its decisions or recommendations, unless there are legal or regulatory restrictions.

    Meeting of the Nomination Committee shall be held at least once a year.
The Board and senior management recognise the responsibility of safeguarding the interest of shareholders of the Company and provide highly transparent and real-time information on the Company so as to keep the shareholders and investors abreast of the Company’s position and help them to make the best investment decision. The Company believes that maintaining good and effective communication with shareholders can facilitate the shareholders’ understanding of the business performance and strategies of the Group. The Board and senior management also recognise the responsibility of safeguarding the interest of shareholders of the Company. In order to safeguard the shareholders’ interest, the Company reports its financial and operating performance to shareholders through annual reports, interim reports and quarterly reports. Shareholders of the Company can also obtain information of the Group in time through annual reports, interim reports, quarterly reports, announcements, circulars, press releases and the Company’s website

The annual general meetings are an appropriate forum for direct communication between the Board and shareholders. Shareholders can raise questions directly to the Board in respect of the performance and future development of the Group at annual general meetings.