Corporate Governance
Practices
The Board of Directors of the Company (the "Board") and
its senior management are committed to maintaining a high standard
of corporate governance. The Company (together with all of its subsidiaries,
the "Group") has adopted and applied the code provisions
set out in the Code on Corporate Governance Practices as set out
in Appendix 15 of the GEM Listing Rules. The Company believes that
high standards of corporate governance provide a framework and solid
foundation for achieving high standard and quality of the Group's
management, promoting high standards of accountability and transparency,
sound internal control and meeting the expectations of all of the
Company's various stakeholders.
Corporate Governance Structure
The Board is charged with the duty to put in place a proper corporate
governance structure of the Company. It is primarily responsible
for corporate policy formulation, business strategies planning,
business development, risk management, major acquisitions, disposals
and capital transactions, and other significant operational and
financial matters of the Group. Major corporate matters that are
specifically delegated by the Board to the management include
the preparation of annual and interim accounts for Board approval
before public reporting, execution of business strategies and
initiatives adopted by the Board, implementation of adequate systems
of internal controls and risk management procedures, and compliance
with relevant statutory requirements and rules and regulations.
Under the Board, there are currently 3 subcommittees, namely Audit
Committee, Remuneration Committee and Nomination Committee. All
these committees perform their distinct roles in accordance with
their respective terms of reference and assist the Board in supervising
certain functions of the senior management.
Securities Transactions Code
The Company has adopted a code of conduct for securities transactions
by directors and relevant employees (including any employee of
the Company or a director or employee of a subsidiary of holding
company of the Company who, because of such office or employment,
is likely to be in possession of unpublished price sensitive information
in relation to the Company or its shares). The said code of conduct
incorporates terms no less exacting than the required standard
of dealings as set out in Rules 5.48 to 5.67 of the GEM Listing
Rules, and governs the Directors' and relevant employees' conduct
for securities transactions. In particularly, Directors and the
relevant employees are prohibited from dealing in the Company's
shares during the statutory black-out period. The Company makes
regular and specific enquiries of all Directors and relevant employees,
to make sure that they are in compliance with such code of conduct
and the required standard of dealings regarding securities transactions.
