Corporate Governance

Audit Committee

The Company has established the Audit Committee with written terms of reference in compliance with Rule 3.21 of the Listing Rules and the Corporate Governance Code (the ‘‘CG Code’’) as set out in Appendix 14 to the Listing Rules. The primary duties of the Audit  Committee are to review and supervise the financial reporting process and internal control system of the Restructured Group and to review the Company’s interim and annual reports and financial statements. The Audit Committee will consist of Yang Xiaoping, Mak  Ka  Wing, Patrick and Yuen Chee Lap, Carl and will be chaired by Yuen Chee Lap, Carl upon SP Completion. All of them are independent non-executive   Directors.

 

Nomination  Committee

The Company has established the Nomination Committee with written terms of  reference  in compliance with the CG Code. The primary function of the Nomination Committee is  to  make recommendations to the Board on potential candidates to fill vacancies on or additional appointment to the Board and for senior management positions. Nominations of directors and senior management candidates by the Nomination Committee are based on considerations such  as vacancy available, the candidate’s competence and experience, possession of requisite skills and qualifications, independence and integrity. The Nomination Committee  will  consist  of  Yang Xiaoping, Mak Ka Wing, Patrick and Yuen Chee Lap, Carl and will  be  chaired by  Mak  Ka Wing, Patrick upon SP Completion. All of them are independent non-executive Directors.

 

Remuneration  Committee

The Company has established the Remuneration Committee with  written  terms  of reference in compliance with Rule 3.25 of the Listing Rules and CG Code. The primary duties   of the Remuneration Committee are to determine the specific remuneration packages of all executive Directors and senior management of the Company, including  benefits-in-kind,  pension rights and compensation payments, and to advise the Board on the remuneration of the non-executive Directors. In  developing remuneration policies and making recommendation as  to the remuneration of the Directors and senior management of the Company, the Remuneration Committee will take into account the performance of the Restructured Group as well as individual Directors and senior management of the Company. The Remuneration Committee will consist of Yang Xiaoping, Mak Ka Wing, Patrick and Yuen Chee Lap, Carl    and will be chaired by Mak Ka Wing, Patrick upon SP Completion.  All  of them  are independent non-executive Directors.