Listed on the Main Board of the Stock Exchange of Hong Kong Limited (stock code: 1371.HK)
Audit Committee

The Audit Committee was established in 2001 and currently comprises three members, Mr. HUANG Shenglan, Mr. CHAN Ming Fai and Dr. MENG Zhijun. All of them are Independent Non-Executive Directors. The chairman of the Audit Committee is Mr. HUANG Shenglan.


Terms of Reference - Audit Committee

Remuneration Committee

The Remuneration Committee was established in 2006 and currently comprises three members, Mr. HUANG Shenglan, Mr. CHAN Ming Fai and Ms. CHAN Tan Na, Donna. The chairman of the Remuneration Committee is Mr. HUANG Shenglan.

Terms of Reference - Remuneration Committee

Nomination Committee

The Nomination Committee was established in 2012 and currently comprises three members, Ms. CHAN Tan Na, Donna, Mr. HUANG Shenglan and Mr. CHAN Ming Fai. The chairman of the Nomination Committee is Ms. CHAN Tan Na, Donna.

Terms of Reference - Nomination Committee

Procedures for Shareholders to propose a person for election as a Director

If a shareholder of the Company wishes to propose a person other than a director of the Company for election as a director at a general meeting, he/she can deposit a written notice to that effect at the head office in Hong Kong for the attention of the Company Secretary of the Company.

In order for the Company to inform its shareholders of that proposal, the written notice must include:-

1、full name of the person proposed for election as a director;
2、the proposed candidate's biographical details as required by rule 17.50(2) of the Rules Governing the
   Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited;
3、signature of the shareholder proposing the candidate; and
4、signature of the proposed candidate indicating his/her willingness to be elected.

The minimum length of the period for lodgment of such written notice shall be seven days commencing the day after the dispatch of the notice of the general meeting and ending no later than seven days prior to the date of the general meeting.

CONTROL CONTRACTS

In 2008, with the objective to expand into the New Media Business, the Group acquired 北京華彩贏通科技有限公司 (“OPCO”) in the form of loan extended to two nominees and entered into the Control Contracts with the nominees to control and extract all economic benefits from OPCO for the benefit of the Group. The Control Contracts comprise (i) the Loan Agreement; (ii) the Equity Pledge Agreement; (iii) the Exclusive Equity Transfer Agreement; (iv) the Consulting and Servicing Agreement; and (v) the Agency Agreement. The New Media Business, as the current business of OPCO, involves mobile value-added telecommunications business activities. According to the relevant PRC laws and regulations, a wholly foreign-owned enterprise is ineligible to apply for and obtain a value-added telecommunications business operation permit. The Control Contracts were entered into in order for the Group to manage and operate the business of OPCO. Detailed description of the Control Contracts can be found in the latest annual report of the Company.




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