Corporate Govemance



We have established the following committees in our Board: an audit committee, a remunerationcommittee and a nomination committee. The committees operate in accordance with the terms of reference established by our Board.

Audit Committee

An audit committee was established by our Company pursuant to a resolution of the Board on [20 June] 2016 with written terms of reference in compliance with the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The primary duties of the audit committee are to review and approve our Group’s financial reporting process and internal control and risk management system.
The audit committee consists of three members, namely Mr. Fu Lui, Mr. Jiang Chenglin  and Mr. Choy Wing Hang ,William, all are independent non-executive Directors. The chairman of the audit committee is Mr. Fu Lui.

Remuneration Committee

A remuneration committee was established by our Company pursuant to a resolution of the Board on [20 June] 2016 with written terms of reference in compliance with the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The primary duties of the remuneration committee are to review and determine the terms of remuneration packages, bonuses and other compensation payable to Directors and senior management of our Group. The remuneration committee consists of three members, namely Mr. Choy Wing Hang,William, Mr. Xu and Mr. Lee Cheuk Yin,Dannis . Two of the members, being Mr. Choy Wing Hang,William  and Mr. Lee Cheuk Yin, Dannis  are independent non-executive Directors. The chairman of the remuneration committee is Mr. Choy Wing Hang,William.

Nomination Committee

A nomination committee was established by our Company pursuant to a resolution of the Board on [20 June] 2016 with written terms of reference in compliance with the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The primary duties of the nomination committee are to make recommendations to the Board on appointment of Directors and the management of the Board succession. The nomination committee consists of three members, namely Mr. Xu, Mr. Choy Wing Hang,William and Mr. Lee Cheuk Yin,Dannis. Two of the members, being Mr. Mr. Choy Wing Hang,William and Mr. Lee Cheuk Yin,Dannis are independent non-executive Directors. The chairman of the nomination committee is Mr. Xu.

CORPORATE GOVERNANCE CODE

Our Directors recognise the importance of incorporating elements of good corporate governance in the management structures and internal control procedures of our Group so as to achieve effective accountability.

Pursuant to code provision A.2.1 of the Corporate Governance Code set out in Appendix 14 of the Listing Rules, the responsibilities between the chairman and the chief executive officer should be segregated and should not be performed by the same individual. Our Board believes that vesting the roles of both chairman and chief executive officer in the same person has the benefit of ensuring consistent leadership within our Group and enables more effective and efficient overall strategic planning for our Group. Our Board considers that the balance of power and authority for the present arrangement will not be impaired and this structure will enable our Company to make and implement decisions promptly and effectively. Our Board will continue to review and consider splitting the roles of chairman of our Board and chief executive officer of our Company at a time when it is appropriate and suitable by taking into account the circumstances of our Group as a whole.

Save as disclosed above, our Company expects to comply with the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. Our Directors will review our corporate governance policies and compliance with the Corporate Governance Code each financial year and comply with the “comply or explain” principle in our corporate governance report which will be included in our annual reports upon the Listing.

List of Directors and their Role and Function

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Procedures for Shareholders to Propose a Director

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Amended and Restated Memorandum of Association and Articles of Association

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Terms of Reference for the Audit Committee

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Terms of Reference for the Nomination Committee

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Terms of Reference for the Remuneration Committee

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