We have established the following committees in our Board of Directors: an Audit Committee, a Nomination Committee, a Remuneration Committee and a Corporate Governance Committee. The committees operate in accordance with the terms of reference established by our Board of Directors.

Audit Committee

We established an Audit Committee on 4 March 2014 with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C3 of the Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 to the Listing Rules. The Audit Committee consists of five members being WONG Chi Keung, Professor LAM Sing Kwong Simon, FAN Chun Wah Andrew, ZHANG HWO Jie and WU Tak Lung. The Chairman of the Audit Committee is WONG Chi Keung, who holds the appropriate professional qualifications as required under Rules 3.10(2) and 3.21 of the Listing Rules.

The primary duties of the Audit Committee are to assist our Board by providing an independent view of the effectiveness of the financial reporting process, internal control and risk management systems of our Group, overseeing the audit process and performing other duties and responsibilities assigned by our Board.

Terms of Reference

Nomination Committee

We established a Nomination Committee on 4 March 2014 with written terms of reference in compliance with paragraph A5 of the Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 to the Listing Rules. The Nomination Committee consists of three members being LAM Chi Fan, Professor LAM Sing Kwong Simon and WONG Chi Keung. The Chairman of the Nomination Committee is LAM Chi Fan.

The primary duties of the Nomination Committee include, without limitation, reviewing the structure, size, diversity and composition of the Board of Directors, assessing the independence of independent non-executive Directors and making recommendations to the Board on matters relating to the appointment of Directors.

Terms of Reference

Remuneration Committee

We established a Remuneration Committee on 4 March 2014 with written terms of reference in compliance with paragraph B1 of the Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 to the Listing Rules. The Remuneration Committee consists of three members being Professor LAM Sing Kwong Simon, LAM Chi Fan and FAN Chun Wah Andrew. The Chairman of the Remuneration Committee is Professor LAM Sing Kwong Simon.

The primary duties of the Remuneration Committee include, but are not limited to, the following: (i) making recommendations to the Board on our policy and structure for all remuneration of Directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration; (ii) determining the specific remuneration packages of all executive Directors and senior management and making recommendation to the Board on the remuneration of non-executive Directors; and (iii) reviewing and approving performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time.

Terms of Reference

Corporate Governance Committee

We established a Corporate Governance Committee on 4 March 2014 with written terms of reference in compliance with paragraph D3 of the Corporate Governance Code and Corporate Governance Report as set out in Appendix 14 to the Listing Rules. The Corporate Governance Committee consists of five members being WONG Chi Keung, Professor LAM Sing Kwong Simon, FAN Chun Wah Andrew, ZHANG HWO Jie and WU Tak Lung. The Chairman of the Corporate Governance Committee is WONG Chi Keung.

The primary duties of the Corporate Governance Committee include, but are not limited to (i) developing and reviewing our Company’s policies and practices on corporate governance; (ii) reviewing and monitoring the training and continuous professional development of Directors and senior management; (iii) reviewing and monitoring our Company’s policies and practices on compliance with legal and regulatory requirements; (iv) developing, reviewing and monitoring the code of conduct and compliance manual (if any) applicable to employees and Directors; and (v) reviewing our Company’s compliance with Appendix 14 to the Listing Rules.

Terms of Reference

Memorandum and Articles of Association

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Procedures for a Shareholder to Propose a Person for Election as a Director of the Company

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