The Board believes that a solid framework of corporate governance plays a vital role in underpinning the integrity, accountability and transparency of the Group, which will ultimately outperform other companies and maximize the Group's and the shareholders' value.
The Group adopts rigorous corporate governance standards and maintains a high level of corporate transparency by releasing information in a timely manner, which not only protects shareholders’ interests but also strengthens the bond of trust with its shareholders and the public. This helps to ensure an efficient and stable operation of the Group and increase investors’ confidence.
The Group has set up an Audit Committee to ensure proper reporting and adequate internal controls. The Group has also established Remuneration Committeeand Nomination Committee. In addition, compliance advisors are appointed.
The Company has established the Audit Committee on 9 August 2013 with terms of reference in compliance with the Corporate Governance Code as set out in Appendix 15 to the GEM Listing Rules. The primary duties of the Audit Committee are to review and supervise the financial reporting process and internal control systems of the Group. The Audit Committee has three members comprising three independent non-executive Directors, namely Mr. Jiang Bin, Mr. Chen Jinliang and Mr. Han Shaoli. The chairman of the Audit Committee is Mr. Jiang Bin.
The Company established the Remuneration Committee on 9 August 2013 with terms of references in compliance with the Corporate Governance Code as set out in Appendix 15 to the GEM Listing Rules. The Remuneration Committee comprises of one executive Director, namely Mr. He Changsheng and two independent non-executive Directors, namely Mr. Han Shaoli and Mr. Chen Jinliang. The primary duties of the Remuneration Committee are to review and determine the terms of remuneration packages, bonuses and other compensation payable to the Directors and senior management. The chairman of the Remuneration Committee is Mr. Han Shaoli.
The Company established the Nomination Committee on 9 August 2013 with terms of references in compliance with the Corporate Governance Code as set out in Appendix 15 to the GEM Listing Rules. The Nomination Committee comprises of one executive Director, namely Ms. Xia Lu and two independent non-executive Directors, namely Mr. Jiang Bin and Mr. Chen Jinliang. The primary duties of the nomination committee are to make recommendations to the Board regarding candidates to fill vacancies on the Board. The chairman of the Nomination Committee is Mr. Chen Jinliang.
The Group has appointed Quam Capital Limited as its compliance adviser upon listing of the Shares on the Stock Exchange in compliance with Rule 6A.19 of the GEM Listing Rules. Pursuant to Rule 6A.23 of the GEM Listing Rules, the compliance adviser will advise the Group on the following circumstances:
• before the publication of any regulatory announcement, circular or financial report;
• where a transaction, which might be a notifiable or connected transaction, is contemplated including share issues and share repurchases;
• where the Group proposes to use the proceeds of the Placing in a manner different from that detailed in the listing document or where the business activities, developments or results of the Company deviate from any forecast, estimate, or other information in the listing document; and
• where the Stock Exchange makes an inquiry of the Company under Rule 17.11 of the GEM Listing Rules.
The terms of the appointment of the compliance adviser shall commence on the Listing Date and end on the date which the Company complies with Rule 18.03 of the GEM Listing Rules in respect of its financial results for the first full financial year commencing after the Listing Date and such appointment may be subject to extension by mutual agreement.