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Corporate Governance
Directors

Audit Committee
On May 3, 2011 our directors approved on the establishment of an audit committee with effect from Listing, with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C.3 of the Code on Corporate Governance Practices, as set out in Appendix 14 to the Listing Rules. The audit committee consists of three independent non-executive Directors, namely Mr. Chan Siu Wing, Raymond, Mr. Zhang Sen Lin, and Mr. Ho King Fung, Eric. Mr. Chan Siu Wing, Raymond, an independent non-executive Director with the appropriate professional qualifications, has been appointed as chairman of the audit committee.

The primary duties of the audit committee are to assist our Board in providing an independent view of the effectiveness of our financial reporting process, internal control and risk management system, to oversee the audit process and to perform other duties and responsibilities as assigned by our Board.
 
Terms of Reference

Remuneration Committee
On May 3, 2011 our directors approved the establishment of a remuneration committee with effect from Listing with written terms of reference in compliance with paragraph B.1 of the Code on Corporate Governance Practices, as set out in Appendix 14 to the Listing Rules. The remuneration committee consists of three independent non-executive Directors, namely Professor Li Kwok Cheung, Arthur, Mr. Zhang Sen Lin, and Mr. Ho King Fung, Eric. Professor Li Kwok Cheung, Arthur has been appointed as the chairman of the remuneration committee.

The primary duties of the remuneration committee include:
  1. making recommendations to our 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 the policy on such remuneration;
  2. determining the specific remuneration packages of all executive Directors and senior management and making recommendations to our Board of the remuneration of the non-executive Directors; and
  3. reviewing and approving performance-based remuneration by reference to corporate goals and objectives resolved by our Board from time to time.
Terms of Reference

Nomination Committee
On November 28, 2011 our directors approved the establishment of a nomination committee with written terms of reference in compliance with the Code on Corporate Governance Practices, as set out in Appendix 14 to the Listing Rules. The nomination committee consists of three members, namely Mr. Se Hok Pan, Mr. Chan Siu Wing, Raymond and Mr. Ho King Fung, Eric. A majority of the members of the Nomination Committee are independent non-executive directors. Mr. Se Hok Pan, the chairman of the Nomination Committee, is the Chairman and President of the Company.

The primary responsibilities of the Nomination Committee include, among other things:
  1. reviewing the structure, size and composition of the Board, identifying individuals  suitably qualified to become Board members and assessing the independence of independent non-executive directors.
Terms of Reference

Executive Committee
On May 3, 2011 our directors approved the establishment of an executive committee with effect from Listing with written terms of reference approved by the Directors. The executive committee consists of two executive Directors, namely Mr. Se Hok Pan and Ms. Un Son I. Mr. Se Hok Pan has been appointed as the chairman of the executive committee.

The primary duties of the executive committee include, among other things:
  1. implementing the business plan and company strategies as approved by the Board and developing specific implementation plan; and
  2. monitoring and overseeing the implementation of the budget as approved by the Board.
 
Terms of Reference

Corporate Governance Committee
Our Directors have approved on November 28, 2011 the establishment of a corporate governance committee with written terms of reference. The corporate governance committee consists of three members, namely Mr. Se Hok Pan (Chairman), Mr. Teoh Chun Ming and Mr. Ho King Fung, Eric.

The primary responsibilities of the Corporate Governance Committee include, among other things:
  1. developing and reviewing the Company’s policies and practices on corporate governance and making recommendations to the Board, and reviewing;
  2. reviewing the Company’s policies and practices on compliance with legal and regulatory requirements; and
  3. reviewing the Company’s compliance with the Code on Corporate Governance Practices.
     
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