Corporate Governance Measures

Each of the Controlling Shareholders has confirmed that he/it fully comprehends his/its obligations to act in the best interests of the Company and its Shareholders as a whole. To avoid potential conflicts of interest, the Group will adopt a system of corporate governance with the following principal components:

• the Board is committed to the view that the Board should include a balanced composition of executive and non-executive Directors (including independent non-executive Directors) so that there is a strong independent element on the Board which can effectively exercise independent judgment. The Company has appointed three independent non-executive Directors. The Directors believe that the independent non-executive Directors are of sufficient caliber, are free of any business or other relationship which could interfere in any material manner with the exercise of their independent judgment and will be able to provide an impartial and professional advice to protect the interests of the minority Shareholders. The Directors also believe that the composition of the Board with directors of diverse backgrounds and experience allows the Board to evaluate its decisions from different perspectives. The Company may, where necessary, seek advice from external industry experts and/or consultants in order to provide the independent non-executive Directors with all the necessary support to enable them to exercise their independent judgment and discharge their duties and obligations to the Shareholders;
• the independent non-executive Directors will review, on an annual basis, the compliance with the non-competition undertaking by the Controlling Shareholders under the Deed of Non-competition and to evaluate the effective implementation of the Deed of Non-competition;
• the Controlling Shareholders undertake to provide all information requested by the Group which is necessary for the annual review by the independent non-executive Directors and the enforcement of the Deed of Non-competition;
• the Board will ensure that any material conflict or material potential conflict of interests will be reported to the independent non-executive Directors as soon as practicable when such conflict or potential conflict is discovered. Following the reporting of any material conflict or material potential conflict of interests, the Board will hold a meeting to review and evaluate the implications and risk exposure of such event and will monitor any material irregular business activities and alert the Board, including the independent non-executive Directors, to take any precautionary actions, where necessary;
• the Company will observe any transaction that is proposed between the Group and its connected persons, and will be required to comply with Chapter 14A of the Listing Rules including, where applicable, the announcement, reporting and independent shareholders' approval requirements of those rules;
• the Company has appointed RaffAello Capital Limited as the compliance adviser, which will provide advice and guidance to the Company in respect of compliance with the applicable laws and the Listing Rules including various requirements relating to directors' duties and internal controls; and
• the Controlling Shareholders will make an annual confirmation as to compliance with his/its undertaking under the Deed of Non-competition for inclusion in the annual report of the Company.

Terms of Reference Regarding Corporate Governance
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Procedures for Shareholders to Propose a Person for Election as a Director
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Shareholders Communication Policy
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