CORPORATE GOVERNANCE
Corporate Governance

Audit Committee

The Company established an audit committee on 16 December 2003 with written terms of reference in compliance with the requirements as set out in the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited (GEM Listing Rules). The primary duties of the audit committee are to review the Group's annual report and accounts, half-year report and quarterly reports and to provide related advice and comments to the Board. The audit committee is also responsible for reviewing and supervising the financial reporting process and internal control system of the Group. The audit committee comprises three independent non-executive directors, namely, Ms. Monica Maria NUNES, Mr. FENG Qing and Dr. GAO Jack Qunyao.

Nomination Committee

The nomination committee was established on 24 June 2005 with written terms of reference in compliance with the requirements as set out in the GEM Listing Rules. The nomination committee is responsible for formulating nomination policy, and making recommendations to the Board on nomination and appointment of directors and Board succession. The committee will also develop selection procedures for nomination of candidates, review the size, structure and composition of the Board, as well as assess the independence of independent non-executive directors. The committee is provided with sufficient resources enabling it to discharge its duties. The nomination committee comprises one executive director, Mr. SUN Ho, and three independent non-executive directors, namely, Ms. Monica Maria NUNES, Mr. FENG Qing and Dr. GAO Jack Qunyao

Remuneration Committee

The remuneration committee was established on 24 June 2005 with written terms of reference in compliance with the requirements as set out in the GEM Listing Rules. The remuneration committee is responsible for formulating and recommending to the Board the remuneration policy, determining the remuneration of executive directors and members of senior management of the Group, as well as reviewing and making recommendations on the Company's share option scheme, bonus structure, provident fund and other compensation-related issues. The committee consults with the chairman/chief executive officer on its proposal and recommendations, and also has access to professional advice if deemed necessary by the committee. The committee is also provided with other resources enabling it to discharge its duties. The remuneration committee comprises three independent non-executive directors, namely, Ms. Monica Maria NUNES, Mr. FENG Qing and Dr. GAO Jack Qunyao.

Corporate Governance Committee

The corporate governance committee was established on 23 March 2012 with written terms of reference. The corporate governance committee is to assist the Board in performing the corporate governance duties as required under the Corporate Governance Code and Corporate Governance Report set out in Appendix 15 to the GEM Listing Rules. The committee is also provided with sufficient resources enabling it to perform its duties. The corporate governance committee comprises the Chairman, Mr. SUN Ho, and the Company Secretary, Mr. NG Lok Ming.

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