Corporate Governance

Constitutional Documents

CONSTITUTIONAL DOCUMENTS – AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

Shareholder's Communication Policy

SHAREHOLDERS COMMUNICATION POLICY

Board Committees

Audit Committee

Our Company has established the Audit Committee in compliance with Rule 5.28 of theGEM Listing Rules. Written terms of reference in compliance with paragraph C3 of the CorporateGovernance Code and Corporate Governance Report as set out in Appendix 15 to the GEMListing Rules has been adopted. Among other things, the primary duties of the Audit Committeeare to make recommendations to our Board on appointment or reappointment and removal ofexternal auditor; review financial statements of our Company and judgments in respect offinancial reporting; and oversee internal control procedures of our Company.

The Audit Committee consists of four independent non-executive Directors, namely Mr.Hui Chun Ho Eric, Mr. Sung Wai Tak Herman, Mr. Fung Tak Chung and Dr Chow Kin San. Mr. Hui Chun Ho Eric is the chairman of the Audit Committee.

Terms Of Reference Of Audit Committee

Nomination Committee

Our Company has established a Nomination Committee with written terms of reference incompliance with paragraph A.5.2 of the Corporate Governance Code and Corporate GovernanceReport as set out in Appendix 15 to the GEM Listing Rules. The primary duties of theNomination Committee are to review the structure, size and composition of our Board annually;identify individuals suitably qualified to become Board members; assess the independence of theindependent non-executive Directors; and make recommendations to our Board on relevantmatters relating to appointment or re-appointment of Directors and succession planning for our Directors.

The Nomination Committee consists of five members, namely Dr. Ng Tai Wing, Mr. HuiChun Ho Eric, Mr. Sung Wai Tak Herman, Mr. Fung Tak Chung and Dr Chow Kin San. Dr. Ng Tai Wing is thechairman of the Nomination Committee.

Terms Of Reference Of Nomination Committee

Remuneration Committee

Our Company has established a Remuneration Committee in compliance with Rule 5.34 ofthe GEM Listing Rules with written terms of reference in compliance with paragraph B.1.2 of theCorporate Governance Code and Corporate Governance Report as set out in Appendix 15 to theGEM Listing Rules. The primary duties of the Remuneration Committee are to makerecommendations to our Board on the overall remuneration policy and structure relating to allDirectors and senior management of our Group and ensure that none of our Directors determinetheir own remuneration.

The Remuneration Committee consists of four independent non-executive Directors, namely Mr. Hui Chun Ho Eric, Mr. Sung Wai Tak Herman, Mr. Fung Tak Chung and Dr Chow Kin San. Mr. Sung Wai Tak Herman is the chairman of the Remuneration Committee.

Terms Of Reference Of Remuneration Committee

Procedure For Shareholders To Propose A Person For Election As A Director

PROCEDURES FOR SHAREHOLDERS TO PROPOSE A PERSON FOR ELECTION AS A DIRECTOR