CORPORATE GOVERNANCE

Audit Committee

Our Company established an audit committee pursuant to a resolution of our Directors passed on November 30, 2009 in compliance with Rule 3.21 of the Listing Rules and paragraph C3 of the Code on Corporate Governance Practices as set out in Appendix 14 to the Listing Rules. The primary duties of the audit committee include making recommendations to the Board on the appointment, re-appointment and removal of the authorized independent auditors; reviewing the financial statements and significant financial reporting judgments in respect of financial reporting; oversight of internal controls of our Company. At present, the audit committee of our Company consists of three members, namely, are Mr. Chu Kin Wang, Peleus (being the chairman with professional qualifications in accountancy), Mr. Hu Lie Ge and Mr. Lam Hon Kuen.

Terms of Reference

Remuneration Committee

Our Company established a remuneration committee on November 30, 2009 with written terms of reference in compliance with paragraph B1 of the Code on Corporate Governance Practices as set out in Appendix 14 of the Listing Rules. The primary duties of the remuneration committee include making recommendations to the Board on the Company remuneration policy and structure relating to all Directors and senior management; reviewing and approving performance based remuneration; ensuring none of our Directors is involved in deciding their own remuneration. The remuneration committee consists of three members, namely, Mr. Hu Lie Ge, Mr. Chu Kin Wang, Peleus and Mr. Fu Jie Pin. Mr. Hu Lie Ge is the chairman of the remuneration committee.

Terms of Reference


Nomination committee


We established a nomination committee on November 30, 2009. The nomination committee consists of three members, comprising Mr. Lam Hon Kuen, Mr. Hu Lie Ge and Mr. Fu Jie Pin. The chairman of the nomination committee is Mr. Lam Hon Kuen. The primary functions of the nomination committee include making recommendations to the Board on the selection of individuals nominated for directorships.

Terms of Reference


Memorandum And Articles of Association


Memorandum And Articles of Association