Hong Kong Listed Company (Listed Code : 8242)
Corporate Governance
Board Committee

The board has established three board committees, namely the audit committee, the remuneration committee and the nomination committee, all with specific terms of reference clearly defining the powers and responsibilities of the respective board committees. All board committees are required by their terms of reference to report to the board in relation to their decisions, findings or recommendations.

The members of these committees are:


Audit Committee

Remuneration Committee

Nomination Committee

Independent Non-Executive Directors




Mr. Cheung Chi Man Dennis
C
C C
Mr. Chiu Yu Wang
M M M

Mr. Ko Yin Wai

M M

M










Notes:

C          Chairman of the committee

M         Member of the committee

Audit Committee

The audit committee is currently composed of the 3 independent non-executive directors, namely Mr. Cheung Chi Man Dennis, Mr. Chiu Yu Wang and Mr. Ko Yin Wai, and chaired by Mr. Cheung Chi Man Dennis, with all members being independent non-executive directors of the Company in full compliance with Rule 5.28 of the GEM Listing Rules.

The audit committee is mainly responsible for reviewing the Company’s financial statements and annual report and account, half-year report and quarterly report to ensure a true and fair view of the state of affairs after consulting with external auditors, and submission to the board. In addition, the audit committee is also responsible for examining the appointment of external auditors, considering and supervising the financial reporting system, risk management and internal control procedures of the Company. The audit committee is also responsible for reviewing the adequacy of resources of the Company's accounting and financial reporting function.

The audit committee has written terms of reference that are in conformity with the requirements of the Corporate Governance Code contained in Appendix 15 to the GEM Listing Rules.

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Terms of Reference of Audit Committee


Remuneration Committee

The remuneration committee is currently composed of the 3 independent non-executive directors, namely Mr. Cheung Chi Man Dennis, Mr. Chiu Yu Wang and Mr. Ko Yin Wai, and chaired by Mr. Cheung Chi Man Dennis.

The remuneration committee is mainly responsible for making recommendations to the board on the Company's policy and structure for all directors’ and senior management remunerations, on the establishment of a formal and transparent procedure for developing remuneration policy and the remuneration packages of individual executive directors and senior management.

The remuneration committee has written terms of reference that are in conformity with the requirements of the Corporate Governance Code contained in Appendix 15 to the GEM Listing Rules.

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Terms of Reference of Remuneration Committee


Nomination Committee

The nomination committee is currently composed of the 3 independent non-executive directors, namely Mr. Cheung Chi Man Dennis, Mr. Chiu Yu Wang and Mr. Ko Yin Wai, and chaired by Mr. Cheung Chi Man Dennis.

The nomination committee is mainly responsible for making recommendations to the board on the appointment or reappointment of directors and reviewing the structure, size and composition (including the skills, knowledge and experience) of the board at least annually.

The nomination committee has written terms of reference that are in conformity with the requirements of the Corporate Governance Code contained in Appendix 15 to the GEM Listing Rules.

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Terms of Reference of Nomination Committee