Corporate Governance


BOARD COMMITTEES

The Board has established a number of functional committees in compliance with the relevant GEM Listing Rules and to assist the Board to discharge its duties. Currently, three committees has been established, i.e. the audit committee (the “Audit Committee”), the nomination committee (the “Nomination Committee”) and the remuneration committee (the “Remuneration Committee”). The function and responsibilities of these committees have been set out in the relevant terms of reference which are of no less stringent than that stated in the Corporate Governance Code (the “Code”) in Appendix 15 to the GEM Listing Rules. All committees have been provided with sufficient resources and support from the Group to discharge their duties.

AUDIT COMMITTEE

The Company has established the Audit Committee on 2 August 2014 with its terms of reference in compliance with Rules 5.28 to 5.33 of the GEM Listing Rules, and provisions C.3.3 and C.3.7 of the Code. The majority of the Audit Committee members must be independent non-executive Directors and must be chaired by an independent non-executive Directors. If any member of the Audit Committee ceases to be a Director, he/she will cease to be a member of the Audit Committee automatically.

The Audit Committee must comprise a minimum of three members, at least one of whom is an independent non-executive Director with appropriate professional qualification or accounting or related financial management expertise as required under Rule 5.05(2) of the GEM Listing Rules. In addition, the majority of the Audit Committee shall be independent non-executive Directors.

The Audit Committee comprises three members, namely Mr. Li Kar Fai Peter (Chairman), Mr. Chan Chi Pang and Mr. Cao Hongmin.

Terms of References

REMUNERATION COMMITTEE

The Remuneration Committee was established on 2 August 2014 with terms of reference in compliance with Rules 5.34 to 5.36 at the GEM Listing Rules, and provision B.1.1 to B.1.4 of the Code.

The Remuneration Committee comprises three members, namely Mr. Cao Hongmin (Chairman), Mr. Chan Chi Pan and Mr. Li Kar Fai Peter, all of whom are independent non-executive Directors.

Terms of References

NOMINATION COMMITTEE

The Nomination Committee was established on 2 August 2014 with terms of reference in compliance with provisions A.5.2 to A.5.6 of the Code.

The Nomination Committee comprises three members, namely Mr. Chan Chi Pan (Chairman), Mr. Cao Hongmin and Li Kar Fai, Peter, all of whom are independent non-executive Directors.

Terms of References

Second Amended and Restated Memorandum and articles of association
List of directors and their roles and functions