Investor Relations

 

Corporate Governance

The Company is committed to high standards of corporate governance in its business. Companies incorporated in the BVI are not subject to any statutory corporate governance regime under BVI law. In addition, companies that are not admitted to a regulated market are not required to comply with the UK Corporate Governance Code. The Directors will comply with the provisions of the Corporate Governance Guidelines for Smaller Quoted Companies published by the Quoted Companies Alliance, from time to time, to the extent that they believe it is appropriate in light of the size, stage of development and resources of an AIM-quoted company.

The Company has adopted, and will operate where applicable, a share dealing code for Directors and senior executives under the equivalent terms to those provided by Rule 21 of the AIM Rules for Companies.

The Board has constituted an audit committee which will meet at least twice a year and be responsible for ensuring that the financial performance of the Group is properly reported and monitored and for meeting the auditors and reviewing the reports from the auditors relating to accounts and internal control systems. It will meet once a year with the auditors and will be chaired by Derrick Woolf and includes Dennis Ow and Yip Ming ("Gareth") Wong.

The Board has constituted a remuneration committee which will review the performance of the executive directors and will set and review the scale and structure of their remuneration and the terms of their service agreements with due regard to the interests of the Shareholders. In determining the remuneration of executive directors, the remuneration committee will seek to enable the Company to attract and retain executives of high calibre. No director will be permitted to participate in discussions or decisions concerning his own remuneration. The remuneration committee will meet as and when necessary. The remuneration committee will be chaired by Weigang Chen and includes Dennis Ow and Derrick Woolf.

An AIM compliance committee of the Board will meet at least twice a year and be responsible for ensuring adherence to regulatory compliance and the application of the principles of the AIM market. In addition, the AIM compliance committee will monitor and endeavour to apply the best practice for corporate governance of smaller quoted companies. The AIM compliance committee will be chaired by Derrick Woolf, Yip Ming ("Gareth") Wong and Dennis Ow.

As a result of the current size of the Company, a nomination committee will not be put in place at the current time. The Directors will review the need for a nomination committee as the Company progresses.

As required, the Company will comply with the provisions of the AIM Rules, as amended from time to time, which govern the operation and administration of AIM, including the arrangements for the admission of securities to AIM and ongoing requirements once admitted to trading.

The Company is incorporated and registered in the BVI and the operating Group entities are managed and controlled outside the UK. For these reasons the Takeover Code does not apply to the Company and Shareholders will not be offered any protections under the Takeover Code. It is emphasised that, although the Ordinary Shares will trade on AIM, the Company will not be subject to takeover regulation in the UK, certain protections have been incorporated into the Articles which, to an extent, the relevant mirror provisions of the Takeover Code (the ''Relevant Code Provisions'').

Last updated on 20 March 2017