The Group is committed to maintaining a high level of corporate governance with an emphasis on the principles of transparency, accountability and independence. The Company has complied with most of the applicable code provisions and principles under the Code on Corporate Governance Practices (the “CG Code”) as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) except for certain deviations specified with considered reasons for such deviations as explained in this corporate governance report.

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The Board comprised seven executive directors and four independent non-executive directors (“INEDs”). The composition of the Board is set out as follows:

NAME	POSITION
Mr Chung Yuk Sing	Chairman & Chief Executive Officer & Executive Director
Mr Chen Hsiao Ying	Vice Chairman & Executive Director
Mr Huang Yongbiao	Executive Director
Ms Chen Fang Mei, Christina	Executive Director
Mr Hu Chia—Ho	Executive Director
Mr Shih Chih-Hung	Executive Director
Mr Chung Chi Kit	Executive Director
Mr Chan Cheuk Ho	Independent Non-Executive Director
Ms Tham Kit Wan	Independent Non-Executive Director
Mr Leung Spencer Yu Cheong	Independent Non-Executive Director
Mr Sun Yun-Rui	Independent Non-Executive Director

The Board has the collective responsibility for leadership and control of, and for promoting the success of, the Group by directing and supervising the Group’s affairs. The Board is responsible for determining the overall strategy and corporate development and ensuring the business operations are properly monitored. The Board reserves the right to decide all policy matters of the Group and material transactions.

While at all times the Board retains full responsibility for guiding and monitoring the operations of the Group, in discharging its duties, certain responsibilities are delegated to:

• 1. the standing Board committees of the Company namely: the Audit Committee, the Nomination Committee and the Remuneration Committee. Each committee’s constitution, powers and duties are clearly defined by its terms of reference, and the committees are accountable to the Board;
• 2. the Chief Executive Officer, being delegated with the day-to-day management of the businesses of the Group, is accountable to the Board; and
• 3. the senior management team of the Group, being delegated with the responsibilities to deal with daily operational functions, is answerable to the Board.

Mr Chung Yuk Sing is the Chairman and Chief Executive Officer of the Company. Code Provision A.2.1 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules stipulates that the roles of chairman and chief executive officer should be separate and should not be performed by the same individual.

Notwithstanding the aforesaid deviation, the Board considers that the present structure will not impair the balance of power and authority between the Board and the management of the Group as the Board assumes collective responsibility on the decision-making process of the Company's business strategies and operation. The principal divisions of the Group's businesses are managed by different directors.

Pursuant to the articles of association of the Company, all Directors are subject to retirement by rotation at least once every three years and any Directors appointed by the Board shall hold office only until the next following general meeting of the Company or until the next following annual general meeting of the Company and shall then be eligible for re-election.

The appointment of new Directors and nomination of Directors for re-election at annual general meetings are first considered by the Nomination Committee. The recommendations of the Nomination Committee will then be put to the Board for decision. In considering the appointment of new Directors, the Nomination Committee will assess the candidate according to the criteria set out in Rules 3.08 and 3.09 of the Listing Rules. In the case of a candidate for an INED, he/she should also meet the independence criteria set out in Rule 3.13 of the Listing Rules.

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix 10 to the Listing Rules as its own code of conduct regarding securities transactions by the Directors. Having made specific enquiry of all Directors, all Directors confirmed that they had complied with the Model Code throughout the year.