Corporate Governance

 

Overview

The Company is committed to promoting good corporate governance, with the objectives of (i) the maintenance of responsible decision making; (ii) the improvement in transparency and disclosure of information to shareholders; (iii) the continuance of respect for the rights of shareholders and the recognition of the legitimate interests of the shareholders; and (iv) the improvement in management of risk and the enhancement of performance by the Group. The Company will continue to monitor and review its corporate governance practices to ensure compliance with the regulatory requirements and to meet the expectations of the shareholders and investors.

Throughout the period from the Listing Date to the date of this report, the Company has complied with the code provisions set out in the Corporate Governance Code and Corporate Governance Report as set out in Appendix 15 of the GEM Listing Rules (the”CG Code”), except for the deviation from the code provision A.2.1 of the CG Code.

Board of Directors & Executive Committe

Board of Directors
Executive Directors
Mr. Chang Tin Duk, Victor (Chairman)
Mr. Zheng Zhong Chung

Non-Executive Director
Mr. Lam Tsz Chung

Independent non-executive Directors
Mr. Lam Raymond Shiu Cheung
Mr. Wang En Ping
Dr Cheung Wai Bun Charles,JP

Audit Committee
Mr. Wang En Ping (Chairman)
Dr Cheung Wai Bun Charles,JP
Mr. Lam Raymond Shiu Cheung

Nomination Committe
Dr Cheung Wai Bun Charles,JP (Chairman)
Mr. Zheng Zhing Qiang
Mr. Wong En Ping

Remuneration Committee
Mr. Lam Raymond Shiu Cheung (Chairman)
Mr. Lam Tsz Chung

Audit Committe

The Company has established an audit committee in March 2013 with written terms of reference in compliance with Rule 5.28 and 5.33 of the GEM Listing Rules. The primary duties of the audit committee are, among other things, to make recommendation to the Board on the appointment, re-appointment and removal of external auditors, review the financial statements and material advice in respect of financial reporting, and oversee internal control procedures of the Company. The Chairman of the audit committee is Mr wang En Ping and other members include Dr. Cheung Wai Bun Charles, JP and Mr. Lam Raymond Shiu Cheung, both are independent non-executive Directors of the Company.

Nomination Committee

The Company established a nomination committee in March 2013. The primary duties of the nomination vommittee are toformula nomination policy and make recommendation to the Board on nomination and appointment of the directors and board succession. The Chairman of the nomination committee is Dr. Cheung Wai Bun Charles, JP and other members include one executive Director, namely Mr. Zheng Zhong Qiang, and one independent non-executive Director, namely Mr. Wang En Ping, of the Company.

Remuneration Committee

The Company established a remuneration committee in March 2013 The primary duties of the remuneration committee are to review and make recommendation for the remuneration policy of the directors and senior management. The chairman of the remuneration committee is Mr. Lam Raymond Shiu Cheung and other members include one non-executive Director, namely Mr. Lam Tsz Chung, and one independent non-executive Director, namely Mr. Wang En Ping, of the Company.

Internal Controls

The Board is responsible for establishing and maintaining a sound and effective internal control system in order to safeguard the interests of the shareholders and assets of the Company against unauthorized use or disposition, ensuring maintenance of proper books and records for the provision of reliable financial information, and ensuring compliance with the relevant rules and regulations.

The Audit Committee reviewed the overall effectiveness of the internal control system of the Group and reported its findings and made recommendations to the Board. The Directors have conducted a review of the effectiveness of the Group’s internal control system, including financial, operational, compliance controls and risk management functions for the year ended 31 March 2014. The Board will continue to assess the effectiveness of internal controls by considering reviews performed by the audit committee and executive management.

Investor Relations

The Board considers that maintaining continuous and effective communication with shareholders is crucial to and is a key element of establishing shareholders’ confidence and attracting new investors. These includes (i) the publication of quarterly, interim and annual reports; (ii) the annual general meeting or extraordinary general meeting providing a forum for shareholders of the Company to raise comments and exchanging views with the Board; (iii) latest updates and key information of the Company are available on the website of the Company, that offers a communication channel between the Company and its shareholders and investors; and (iv) the Company’s share registrar in Hong Kong serves the shareholders regarding all share registration matters.

 
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