CORPORATE GOVERNANCE

The Company is firmly committed to maintaining statutory and regulatory standards and adherence to the principles of corporate governance, emphasizing transparency and accountability to the shareholders.

The Company has adopted the code provisions set out in the Code on Corporate Governance Practices (the “Code”) contained in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) as its own code on corporate governance practices.

The Board is responsible for the leadership and control of the Company and oversees the businesses, strategic development, financial performance and corporate governance of the Group. The management is delegated with the powers and authorities for overseeing the day-to-day operation of the Group.

The Board comprises three executive directors, being Mr. Li Suiming (Chairman of the Board), Mr. Fang Wen Quan (Managing Director), and Mr. Liu Huijiang, and three independent non-executive directors (“INED”), being Mr. Chiu Sung Hong, Mr. Lam Yat Fai and Mr. Chiu Fan Wa. More than one of the INEDs have appropriate professional qualification in accounting or related financial management expertise.

The Board has established schedule of matters specifically reserves to the Board for its decision and those reserved for the management. The Board reviews this schedule on a periodic basis to ensure that it remains appropriate to the needs of the Board.

The Board has established procedure to enable directors, upon reasonable request, to seek independent professional advice in appropriate circumstances to enable them to discharge their duties at the Company’s expenses. The Articles of the Company contain description of responsibility and operation procedure of the Board. The Board meets regularly to review the financial and operating performance of the Group.

The Chairman of the Board is Mr. Li Suiming, and the Managing Director is Mr. Fang Wen Quan. The Chairman’s and the Managing Director’s roles are separate and are clearly defined to ensure their independence, accountability and responsibility.

The Chairman provides leadership to the Board to ensure that the Board works effectively and discharges its responsibilities; and encourages and facilitates active contribution of directors to the Board’s affairs and constructive relation between executive and non-executive directors.

The Managing Director, supported by other Board members and senior management, is responsible for managing the day-to-day business of the Company. He is also accountable to the Board for the coordination of overall business operations.

The remuneration committee of the Company was established in September 2005.

It comprises three independent non-executive directors of the Company, Mr. Chiu Sung Hong, Mr. Lam Yat Fai and Mr. Chiu Fan Wa and one executive director of the Company, Mr. Fang Wen Quan (Chairman).

The remuneration committee is responsible for making recommendations to the Board on, among other things, the Company’s policy and structure for the remuneration to all directors and senior management of the Company and is delegated by the Board the responsibility to determine on behalf of the Board the specific remuneration packages for all executive directors and senior management of the Company.