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Audit Committee

The Company has established an audit committee on December 27, 2011 with written terms of reference in compliance with Rule 3.21 of the Listing Rules and paragraph C3 of the Code on Corporate Governance Practices as set out in Appendix 14 to the Listing Rules. The audit committee consists of three members, being Haiming Gao, Nianlin Zhu and Wanwen Su. All of the committee members, including Haiming Gao, the chairman of the audit committee, who has a professional qualification in financial management and accountancy, are independent non-executive Directors.

The members of the audit committee are not involved in the day to day management of the Company. The members of the audit committee shall be appointed by the Board. The primary duties of the audit committee are to assist our Board in providing an independent view of the effectiveness of our financial reporting process, internal control and risk management system, to oversee the audit process and to perform other duties and responsibilities as assigned by our Board.

Remuneration Committee

The Company has established a remuneration committee on December 27, 2011 with written terms of reference in compliance with paragraph B1 of the Code on Corporate Governance Practices asset out in Appendix 14 to the Listing Rules. The remuneration committee consists of three members, namely Nianlin Zhu, Tien-An Lo and Wanwen Su. The chairman of the committee, Nianlin Zhu, is our independent non-executive director. Other than Tien-An Lo, the members of the remuneration committee are not involved in the day to day management of the Company.

The members of the remuneration committee shall be appointed by the Board. The primary duties of the remuneration committee include (but without limitation): (i) making recommendations to our Board on our policy and structure for all remuneration of directors and senior management and on the establishment of a formal and transparent procedure fordeveloping policies on such remuneration; (ii) determining the terms of the specific remuneration package of our directors and senior management; (iii) reviewing and approving performance-based remuneration by reference to corporate goals and objectives resolved by the Directors from time to time; and (iv) evaluating and making recommendations on employee benefit arrangements.

Nomination Committee

The Company has established a nomination committee on December 27, 2011 with written terms of reference as recommended under the Code on Corporate Governance Practices set out in Appendix 14 to the Listing Rules. The nomination committee consists of three members, namely Nianlin Zhu, Tien-An Lo and Haiming Gao. The chairman of the committee, Nianlin Zhu, is our independent non-executive director. Other than the chairman, the members of the nomination committee are not involved in the day to day management of the Company, and shall be appointed by the Board.

The primary function of the nomination committee is to make recommendations to our Board on the appointment and removal of Directors of our Company.

Strategy and Investment Committee

The Board has established a Strategy and Investment Committee (“Strategy and Investment Committee”) on 22 March 2013 with written terms of reference. The primary duties of the Strategy and Investment Committee include, without limitation: (1) report to the Board on its work, significant decisions, findings and recommendation in connection with the potential investment or strategic investment reviewed, analyzed or evaluated; (2) remind the Board of the disclosure requirements under the Listing Rules in connection with any potential strategic investment reviewed, analyzed or evaluated; (3) get informed of the backgrounds of the investments; (4) ensure the investments are in compliance with local policies and regulations; (5) execute its powers strictly within the authorities granted by the Board through reviewing, analyzing, evaluating and approving investment opportunities; and (6) timely report to the Board if necessary.

The Strategy and Investment Committee comprises of two executive directors and one independent non-executive director, namely Mr. Tien-An Lo, Mr. Dun-Ching Hung and Mr. Weide Luo.

> Terms of Reference


Board Diversity Policy

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