CORPORATE GOVERNANCE
Our Company will comply with the provisions of the Corporate Governance Code which sets out principles of good corporate governance in relation to, among other matters, directors, chairman and chief executive, board composition, the appointment, re-election and removal of directors, their responsibilities and remuneration and communications with shareholders.
Our Directors recognize the importance of good corporate governance to protect the interests of our Shareholders. We have adopted the following corporate governance measures to maintain good corporate governance standards and to avoid potential conflict of interests between our Group and our controlling Shareholders and their respective close associates:
(i) our Company has established internal control mechanisms to identify connected transactions. Upon [REDACTED], if our Group enters into connected transactions with our controlling Shareholders or their respective close associates, our Company will comply with the applicable requirements under the Listing Rules;(ii) where a Shareholders’ meeting is to be held to consider proposed transactions in which our controlling Shareholders or any of their respective close associates has any material interest, our controlling Shareholders and their respective close associates (as applicable) will not vote on the resolutions and shall not be counted in the quorum for the voting;
(iii) our Board consists of a balanced composition of executive, non-executive and independent non-executive Directors, with not less than one-third of independent non-executive Directors to ensure that our Board is able to effectively exercise independent judgment in its decision-making process and provide independent advice to our Shareholders. Our independent non-executive Directors individually and collectively possess the requisite knowledge and experience to perform their duties. They will review whether there is any conflict of interests between our Group and our controlling Shareholders or their respective close associates and provide impartial and professional advice to protect the interests of our minority Shareholders;
(iv) where the advice from an independent professional, such as a financial or legal advisor, is reasonably requested by our Directors (including the independent non-executive Directors), the appointment of such independent professional will be made at our Company’s expenses; and
(v) we have appointed Rainbow Capital (HK) Limited as our Compliance Advisor, who will provide advice and guidance to us in respect of compliance with the applicable laws and the Listing Rules, including various requirements relating to Directors’ duties and corporate governance matters.
Based on the above, our Directors are satisfied that sufficient corporate governance measures have been put in place to manage potential conflict of interests between our Group and our controlling Shareholders and their respective close associates and to protect our minority Shareholders’ rights after the [REDACTED].
