Hong Kong Stock Code: 00757
Taiwan Depositary Recepits: 9157TT
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Corporate Governance
The Directors firmly believe that the adoption of good corporate governance to the management structure and internal control procedures are of utmost importance. In order to enhance the corporate governance and of the Group and the transparency thereof, the Company has established audit committee, remuneration committee and nomination committee. The Group has also established compliance manual which cover the continuing compliance responsibilities of the Company and the Directors, as well as the Group’s business operation, financial management policies, human resources management policies, internal control policies, quality assurance and assets management policies etc.

Audit Committee
The primary duties of the audit committee are to oversee the financial reporting process and internal control procedure of our company, to review the financial information, and to consider issues relating to the external auditors. The audit committee consists of three independent non-executive directors and independent non-executive Director Mr. Wong Wing Kuen Albert is the Chairman of the audit committee. Terms of Reference of the Audit Committee.pdf

Remuneration Committee
The primary duties of the remuneration committee are to make recommendations to the Board in regards to the organization's policy and structure for all remuneration of Directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such remuneration. The remuneration committee consists of four members (including three independent non-executive Directors and Mr. Tan) and Ms. Fu is the Chairman of the remuneration committee.Terms of Reference of the Remuneration Committee.pdf

Nomination Committee
The primary duties of the nomination committee are to make recommendations to the Board on the Company's policy and structure for recruiting Directors and senior management and on the establishment of a formal and transparent procedure for developing policy on such recruitment. The remuneration committee consists of four members (including the three independent non-executive Directors and Mr. Hsu) and Mr. Zhang Chun is the Chairman of the nomination committee. Terms of Reference of the Nomination Committee.pdf

PROCEDURES FOR SHAREHOLDER TO PROPOSE A PERSON FOR ELECTION AS A DIRECTOR OF THE COMPANY

1. PROVISIONS IN THE COMPANY’S BYE-LAWS

1.1 The provisions for a shareholder to propose a person for election as a director of the Company are laid down in Bye-law 88 of the Company’s Bye-laws.

1.2 Extract of Bye-law 88 is set out below:

No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a Notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office provided that the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that (if the Notices are submitted after the dispatch of the notice of the general meeting appointed for such election) the period for lodgment of such Notice(s) shall commence on the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.

2. REQUIREMENTS UNDER THE RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “LISTING RULES”)

2.1 Pursuant to Rules 13.70 and 13.74 of the Listing Rules, the Company shall:

publish an announcement or issue a supplementary circular upon receipt of a notice from a shareholder to propose a person for election as a director at the general meeting where such notice is received by the Company after publication of the notice of general meeting;

include in the announcement or supplementary circular the particulars required under Rule 13.51(2) of such person proposed to be elected as a director;

publish such announcement or supplementary circular not less than 10 business days before the date of the relevant general meeting; and

assess whether or not it is necessary to adjourn the meeting of the election to give shareholders at least 10 business days to consider the relevant information disclosed in the announcement or supplementary circular.

3. PROCEDURES FOR SHAREHOLDERS TO PROPOSE A PERSON FOR ELECTION AS A DIRECTOR

3.1 If a shareholder wishes to propose a person (the “Candidate”) for election as a director of the Company at a general meeting, he/she can deposit a written notice (the “Notice”) to that effect at the head office and principal place of business of the Company in Hong Kong for the attention of the Company Secretary.

3.2 In order for the Company to inform the shareholders of that proposal, the Notice (i) must include the personal information of the Candidate as required by Rule 13.51(2) of the Listing Rules; (ii) must be signed by the shareholder concerned and signed by the Candidate indicating his/her willingness to be elected and consent of publication of his/her personal information.

3.3 The period for lodgment of the Notice will commence no earlier than the day after the despatch of the notice of the meeting appointed for such election and end no later than seven (7) days prior to the date of such meeting provided that such period shall be at least seven days.

3.4 In order to ensure the Company’s shareholders have sufficient time to receive and consider the proposal of election of the Candidate as a director of the Company without adjourning the general meeting, shareholders are urged to submit and lodge the Notice as early as practicable preferably at least 15 business days prior to the date of the general meeting appointed for such election.