Audit Committee

The company has set up an audit committee on January 18, 2013, in accordance with section 3.21 of the listing Rules and appendix 14 to the listing rules , as set out in paragraph C3 of the Code of Practice on corporate governance , specifying its written terms of reference. The audit Committee comprises three independent non-executive directors, namely, Mr. Leung Ka Tin (Chairman), Dr. Cheung Wah Keung and Mr. Chan Kai Nang. The main responsibility of the Audit Committee is to assist the Board in monitoring the audit process and performing other duties and responsibilities assigned by the board by providing independent advice on the efficiency of the group's financial reporting procedures, internal controls and risk management systems.

Terms of reference

Remuneration committee

The company has set up a remuneration committee on January 18, 2013 in accordance with the provisions set out in paragraph B1 of the Code of Practice on corporate governance in appendix 14 to the listing rules , specifying its written terms of reference. The remuneration committee comprises three members, namely Dr Zhang Huaqiang(Chairman), Mr. Leung Ka Tin and Mr. Chan Kai Nang, two of whom are independent non-executive directors. The main functions of the remuneration committee include, but are not limited to, the following:(i) advising directors on the remuneration policies and structures of all directors and senior management and on establishing formal and transparent procedures for remuneration formulation policies; and(ii)To determine the terms of specific remuneration and benefits for directors and senior management;(Iii) To review and approve performance-based remuneration in accordance with the company's objectives as determined by the directors from time to time; and(Iv)Consider and approve the granting of shares to eligible participants under the Equity purchase plan.

Terms of reference

Nomination Committee

The company has set up a nomination committee on January 18, 2013 and has prescribed its written terms of reference. The nomination committee is composed of three members, namely Mr. Liang (Chairman), Mr. Pan Zhaolong and Mr. Chan Kai Nang, three of whom are independent non-executive directors. The nomination committee is primarily responsible for advising the Board on the appointment of board members.

Terms of reference

Environmental, Social and Governance Committee

The company has set up an ESG committee on February 10, 2021 and has prescribed its written terms of reference. The ESG committee is composed of three members, namely Mr. Pan Zhaolong (Chairman), Mr. Jiang Heyun, and Dr. Cheung Wah Keung, one of whom are independent non-executive directors. The ESG Committee is mainly responsible for (i) reviewing, formulating and adopting the environmental, social and governance (“ESG”) vision, objectives and strategies of the Group, and providing recommendations to the Board on relevant ESG matters, strategies and structure; (ii) reviewing and (if applicable) reporting back to the Board on major trends in corporate ESG, as well as risks and opportunities related to ESG; (iii) reviewing and assessing the adequacy and effectiveness of the relevant framework for ESG matters at the Group level, and to review and monitor the Group’s ESG policies and practices to ensure compliance with legal and regulatory requirement; and (iv) reviewing annual environmental, social and governance report and recommending it to the Board for approval.

Terms of reference

List of directors and their roles and functions

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Amended and restated memorandum and articles of association

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Procedures for Shareholders to Propose a Person for Election as a Director

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