The board will meet at least once each year to review the nomination procedures and the process and criteria adopted by the Board to select and recommend candidates for directorship.

During the meeting, the Board will review the structure, size and composition (including the skills, knowledge and experience) of the Board, identify individuals suitably qualified to become Board members, assess the continual independence of independent non-executive directors, having regard to the requirements under the applicable laws, rules and regulations and consider and recommend the re-election of the retiring directors.

In selecting a suitable candidate to become a member of the board, the Board will consider various criteria such as education, qualification, experience and reputation of such candidate.

Code provision A.4.2 requires that every director should be subject to retirement by rotation at least once every three years and all directors appointed to fill a casual vacancy should be subject to election at the first general meeting after his appointment.

Article 111 of the Company's Article provides that any director appointed to fill a causal vacancy or as an addition to the Board shall hold office only until the next following annual general meeting of the Company and shall be eligible for re-election (but shall not be taken into account in determining the directors or the number of directors who are to retire by rotation at such meeting). The Board will propose relevant amendments to be made to the Company's Articles for approval by the shareholders at the forthcoming annual general meeting of the Company such that any director appointed to fill a causal vacancy shall be subject to election by shareholders of the Company at the first general meeting after his appointment.

Pursuant to Article 108(A) of Company's Articles, at each annual general meeting of the Company, at least one-third of the directors for the time being shall retire form office, except the director holding office as chairman or managing director of the Company. The Company has reviewed its Articles in order to align the Code provisions of the Code and recent amendments to the Listing Rules, the Board will propose relevant amendments to be made to the Company's Articles for approval by the shareholders at the forthcoming annual general meeting of the Company such that any director, including those appointed for specific term shall subject to retirement by rotation at least once every three years.

AUDIT COMMITTEE

The Audit Committee comprises three independent non-executive directors, namely, Mr. Lee Yuen Kwong, Mr. Chan Man Hon, Eric and Mr. Li Defa. Mr. Lee Yuen Kwong is the Chairman of the Audit Committee. The Committee assists the Board in, among other matters, providing an independent and objective review of the effectiveness of the financial reporting process, internal control and risk management system as well as internal audit function of the Group. It primarily aims to increase the Board's accountability, transparency and objectively.

The Audit Committee has reviewed with the management and the Company's auditors (i) the accounting principles and practices adopted by the Group and (ii) reviewed and discussed auditing, internal control and financial reporting matters including the interim results and the financial statements for the Year.

REMUNERATION COMMITTEE

The members of the Remuneration Committee comprise two independent non-executive directors, namely, Mr. Lee Yuen Kwong and Mr. Chan Man Hon, Eric and one executive director, Mr. Wang Tieguang. Mr. Chan Man Hon, Eric is the Chairman of the Remuneration Committee. The duties of the Remuneration Committee are, among others, to make recommendations to the Board on the Group's policy and structure for the remuneration of directors and senior management and to review and approve performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time.