The Company has adopted the Model Code as the code of conduct regarding securities transactions by the Directors. Having made specific enquiry of all Directors, all Directors have confirmed that they had fully complied with the required standard set out in the Model Code from time to time.

Given the nature and business objectives of the Company, the Board has a balance of skill and experience appropriate for the requirements of the business of the Company.

The Board has established three committees, namely the Remuneration Committee, the Nomination Committee and the Audit Committee to assist the Board in overseeing particular aspects of the Company’s affairs. All the Board committees should report to the Board on their decisions and recommendations made. The committees are provided with sufficient resources to discharge their duties and, upon reasonable request, are able to seek independent professional advice in appropriate circumstances, at the Company’s expenses.

All Board committees of the Company have been established with written terms of reference which are posted on the websites of the Stock Exchange and the Company.

The Company has met the requirements of rule 3.25 of the Listing Rules. The Remuneration Committee comprises a majority of independent non-executive Directors and is chaired by Mr. Li John Zongyang, an independent nonexecutive Director.

The Remuneration Committee is responsible for making recommendations to the Board on, among other things, the Company’s policy and structure for the remuneration of all the Directors and the senior management of the Company (by making reference to market rates, their duties and responsibilities within the Group and their experience) and the remuneration of the independent non-executive Directors. The Remuneration Committee is delegated by the Board with the responsibility to determine on behalf of the Board the remuneration of the executive Directors and the senior management of the Company.

The Company has met the requirements of code provision A.5.1 of the CG Code. The Nomination Committee comprises a majority of independent non-executive Directors Board and is chaired by the Chairman of the Board.

The Nomination Committee is responsible for determining the policy for the nomination of Directors, reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board regularly and making recommendations to the Board on any proposed changes to complement the Company’s corporate strategy and the board diversity policy. Its duties include identification and nomination of candidates to fill casual vacancies of Directors, and recommendations to the Board on relevant matters relating to the appointment or re-appointment of Directors and succession planning for Directors, in particular, the Chairman and the chief executive of the company.

The Board has adopted a board diversity policy of the Company (the “Board Diversity Policy”) setting out the approach to diversity of members of the Board. The Company recognises and embraces the benefits of diversity of Board members. It endeavours to ensure that the Board has a balance of skills, experience and diversity of perspectives appropriate to the requirements of the Company’s business. All appointments of Board members will continue to be made on a merit basis with due regard for the benefits of diversity of the Board members. Selection of candidates will be based on a range of diversity perspectives/measurable goals, including but not limited to gender, age, cultural and educational background, experience (professional or otherwise), skills and knowledge. The ultimate decision will be made upon the merits and contribution that the selected candidates will bring to the Board. The Board considered that the aforementioned measurable goals have been achieved satisfactorily during the year ended 31 December 2019, and the Board will continue to review the relevant goals from time to time to ensure its progress for achieving such goals.

The Nomination Committee also conducts an annual review of the independence of independent non-executive Directors with consideration of those factors set forth in rule 3.13 of the Listing Rules before confirming their independence status to the Board. The relevant independent non-executive Directors will abstain from participating in the assessments of their own independence. Particular consideration will be given in assessing the independence of those independent non-executive Directors who have been serving on the Board for more than 9 years and seeking re-election in an annual general meeting. Reasons will be given in the circular for the annual general meeting to explain why the Board believes those independent non-executive Directors are still independent and should be re-elected.

The Company has met the requirements of rule 3.21 of the Listing Rules. The Audit Committee comprises three independent non-executive Directors. The chairman of the Audit Committee, Mr. Li John Zongyang, possesses relevant financial management expertise and meets the requirements of rule 3.21 of the Listing Rules. None of the members of the Audit Committee is a former partner of the independent auditor of the Company.

The Audit Committee is responsible for reviewing the financial information and reports of the Company, considering any significant or unusual items raised by the financial officers of the Company or the independent auditor of the Company before submission to the Board, reviewing the effectiveness of the financial reporting system, risk management and internal control systems of the Group and maintaining an appropriate relationship with the independent auditor of the Company.

Arrangements of Dissemination of Corporate Communications

Corporate Communications

The Company will make its Corporate Communications available on its website and the website of The Stock Exchange of Hong Kong Limited. A notice of availability of the website version of the Corporate Communications, in both English and Chinese, will be sent by the Company to its shareholders (“Shareholders”) by email or by post (only if the Company does not possess the functional email address of the Shareholder) on the publication date of the Corporate Communications.

Actionable Corporate Communications

The Company will send its Actionable Corporate Communications to its Shareholders individually in electronic form by email. If the Company does not possess the email address of a Shareholder or the email address provided is not functional, the Company will send the Actionable Corporate Communication in printed form together with a request form for soliciting the Shareholder’s functional email address to facilitate electronic dissemination of Actionable Corporate Communications in the future.

Procedure for Shareholders Requesting Corporate Communications in Printed Form

If any Shareholder wishes to receive a printed version of all future Corporate Communications or for any reason has any difficulty in receiving or gaining access to any Corporate Communication published on the Company’s website, we will promptly send the requested Corporate Communication and all future Corporate Communications (as the case may be) in printed form to such Shareholder free of charge upon receipt of their written request. All such requests shall be made to the Company’s branch share registrar in Hong Kong (the “Hong Kong Branch Share Registrar”), Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by mail, or by email to is-ecom@hk.tricorglobal.com.

Shareholders are entitled to change the means of receipt of all future Corporate Communications at any time by serving reasonable notice (of not less than 7 days) in writing to the Hong Kong Branch Share Registrar by mail at the above address or by email at the above email address.

Please note that the choice of any Shareholder of receiving future Corporate Communications in printed form will remain valid unless it is revoked, superseded or it expires on the date falling on the first anniversary of the date of the Shareholder’s request (whichever is the earlier). Further request in writing will be required if the Shareholder wishes to continue receiving future Corporate Communications in printed form.

Should any Shareholder have any queries, please call the enquiry hotline of the Hong Kong Branch Share Registrar at (852) 2980 1333 during business hours from 9:00 a.m. to 6:00 p.m., Monday to Friday, excluding Hong Kong public holidays.

Notes:  

1. Corporate Communication(s) refer(s) to any document(s) issued or to be issued by the Company for the information or action of holders of securities of the Company, including but not limited to: (a) annual reports; (b) interim reports; (c) notices of meeting; (d) listing documents; (e) circulars; and (f) proxy forms.

2. Actionable Corporate Communication(s) refer(s) to any corporate communication(s) that seek(s) instructions from the Shareholders on how they wish to exercise their rights or make elections as the Shareholders.