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The Company is committed to the establishment of good corporate governance practices and procedures with a view to being a transparent and responsible organization which is open and accountable to the Shareholders. The Board strives for adhering to the principles of corporate governance and has adopted sound corporate governance practices to meet the legal and commercial standards, focusing on areas such as internal control, fair disclosure and accountability to all shareholders of the Company to ensure the transparency and accountability of all operations of the Company.

The Board

The Board consists of six Directors, comprising three executive Directors, and three independent non-executive Directors. The Board meets regularly to consider and approves the overall business, investment and risk strategies and related policies of the Company, to ensure the establishment & maintenance of appropriate effective management systems, to review the financial and operating performance of the Company as well as exercising powers, functions and duties as conferred on it by the articles of association of the Company (the “Articles”) and applicable laws.

Board Committees

As an integral part of sound corporate governance practices, the Board has established the following Board committees to oversee the particular aspects of the Group’s affairs. Each of these committees is consisted wholly of or of a majority of independent non-executive Directors.

Audit committee

The audit committee of the Company was established, in compliance with Rules 3.21 and 3.22 of the Listing Rules, with written terms of reference in compliance with the CG Code. The primary duties of the Audit Committee are to review and supervise the financial reporting process and internal control system of the Group and to provide advice and comments to the Board. The members meet regularly with the external auditors and the Company’s senior management for the review, supervision and discussion of the Company’s financial reporting and internal control procedures and ensure that management has discharged its duty to have an effective internal control system. The Audit Committee comprises three members, namely Ms. Ko Yuk Lan, Mr. Yao Ge and Mr. He Wenyi, all of whom are independent non-executive Directors. Ms. Ko Yuk Lan, who has appropriate professional qualifications and experience in accounting matters, was appointed as the chairman of the Audit Committee.

Terms of Reference

Nomination committee

The Nomination Committee was established with written terms of reference in compliance with the CG Code. The Nomination Committee is responsible for reviewing the structure, size and composition of the Board, making recommendation to the Board on selection of candidates for directorships, appointment, reappointment of Directors and Board succession and assessing the independence of independent nonexecutive Directors. The Nomination Committee comprises three members, namely Mr. YAO Ge, Mr. SHI Hongyan and Mr. He Wenyi,

Terms of Reference

Remuneration committee

The remuneration committee of the Company was established with written terms of reference in compliance with the CG Code. The Remuneration Committee comprises three members, namely Mr. YAO Ge, Mr. Shi Zhixiong and Mr. He Wenyi,. The principal responsibilities of the Remuneration Committee are to determine the policies in relation to human resources management, to review the compensation strategies, to determine the remuneration packages of senior executives and managers, to approve the terms of the service contract of the executive Directors, to assess the performance of the executive Directors, to recommend and establish annual and long-term performance criteria and targets as well as to review and supervise the implementation of all executive compensation packages and employee benefit plans. The Board expects the Remuneration Committee to exercise independent judgment and ensures that executive Directors do not participate in the determination of their own remuneration.

Terms of Reference

Risk Management Committee

The risk management committee of the Company was established with written terms of reference in compliance with the relevant requirements of Corporate Governance Code. The Risk Management Committee comprises four members, namely Mr. SHI Hongliu, Mr. SHI Hongyan, Mr. SHI Zhixiong and Mr. LUI Wai Ming. The principal responsibilities of the Risk Management Committee are to monitor and review the Group’s risk management system and risk management policies and procedures and report to the Board of the effectiveness of such system and procedures, and advise the Board on the Group’s risk-related matters.

Terms of Reference

List of Directors and Their Roles and Function

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