HK Stock Code: 1305.hk繁體简体ENG

We will follow the principle of good corporate governance as set out in the Corporate Governance Code under Appendix 14 to the Listing Rules (the “Code”) and the recommended best practices therein.

Wai Chi’s Board of Directors is responsible and has general powers for the management and conduct of its business. The Board comprises of 8 Directors comprising 5 executive Directors and 3 independent non-executive Directors.

The company has established an Audit, Remuneration, Nomination and Risk Management Committee. The committees operate in accordance with terms of reference established by our Board of Directors.

Audit Committee

Our Company established an audit committee on 27 October 2014 by a resolution of ourBoard passed on 27 October 2014 with written terms of reference in compliance with Rules3.21 and 3.22 of the Listing Rules. The audit committee comprises three independentnon-executive Directors: Au Yeung Tin Wah, Chen Kwok Wang and Ho Chi Wai. Au Yeung Tin Wah was appointed to serve as the Chairman of the audit committee. Our Board has adopted, for our audit committee, the written terms of reference in compliance with sub-paragraph C.3 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The primary duties of the audit committee are mainly to make recommendations to the Board on the appointment and removal of external auditor,review and supervise the financial reporting process and internal control procedure of our Company.

Terms of Reference of the Audit Committee

Nomination Committee

Our Company established a nomination committee on 27 October 2014 by a resolution of our Board passed on 27 October 2014. The nomination committee comprises three independent non-executive Directors: Chen Kwok Wang, Ho Chi Wai and Au Yeung Tin Wah. Chen Kwok Wang was appointed to serve as the Chairman of the nomination committee. We have adopted, for our nomination committee, the written terms of reference in accordance with sub-paragraph A.5 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The primary duties of the nomination committee include, among other things, reviewing the structure, size and composition of our Board at least annually and making recommendations on any proposed changes to our Board to complement the Company’s corporate strategy, identifying individuals suitably qualified to become members of our Board and selecting or making recommendations to our Board on the selection of individuals nominated for directorships, assessing the independence of our independent non-executive Directors and making recommendations to our Board on the appointment or re-appointment of directors.

Terms of Reference of the Nomination Committee

Remuneration Committee

Our Company established a remuneration committee on 27 October 2014 by are solution of our Board passed on 27 October 2014. The remuneration committee comprises three independent non-executive Directors: Ho Chi Wai, Au Yeung Tin Wah and Chen Kwok Wang. Ho Chi Wai was appointed to serve as the Chairman of the remuneration committee. Our Board has adopted, for our remuneration committee, the written terms of reference in accordance with sub-paragraph B.1 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The primary function of the remuneration committee is, among other things, to make recommendations to our Board on our Company’s policy and structure for all Directors’ and senior management’s remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy, to review and approve the management’s remuneration proposals with reference to our Board’s corporate goals and objectives, to make recommendations to our Board on the remuneration of non-executive directors, and to ensure that no Director or any of his associates is involved in deciding his own remuneration.

Terms of Reference of the Remuneration Committee

Risk Management Committee

Our Company established a risk management committee on 28 August 2015 by a resolution of our Board passed on 21 August 2015. The risk management committee comprises three members including Chen Chung Po (Chief Executive Officer), Cheung Wai Hung (Chief Financial Officer) and Chen Kwok Wang (independent non-executive director). Chen Chung Po was appointed to serve as the Chairman of the risk management committee. The primary duties of the risk management committee are mainly to assist the Board in providing leadership, direction, and oversight with regard to the Group’s overall risk appetite and tolerance and risk management framework, including risk policies and process and controls.

Terms of Reference of the Risk Management Committee

Background information of senior management

Please refer to attached file: Corporate governance – info

Background information of member

Please refer to attached file: Corporate governance – member

Line of Communication

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Memorandum of Association

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Articles of Association

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List of Directors and their roles and functions

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Procedures for election of directors

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