Common use of CORPORATE GOVERNANCE MEASURES Clause in Contracts

CORPORATE GOVERNANCE MEASURES. Our Directors recognize the importance of good corporate governance to protect the interest of our minority Shareholders. We will adopt the following corporate governance measures to manage potential conflict of interests between our Group and the Controlling Shareholders: • where a Shareholders’ meeting is held for considering proposed transaction in which any of the Controlling Shareholders has a material interest, the Controlling Shareholder(s) shall abstain from voting on the resolutions and shall not be counted in the quorum for the voting; • where a Board meeting is held for the matters in which a Director has a material interest, such Director shall abstain from voting on the resolutions and shall not be counted in the quorum for the voting; • any transaction between (or proposed to be made between) our Group and the connected persons shall comply with the relevant requirements of Chapter 14A of the Listing Rules, including the announcement, annual reporting and independent shareholders’ approval requirements (if applicable) under the Listing Rules; • our independent non-executive Directors are independent of our Controlling Shareholders and are appointed in accordance with the requirements under the Listing Rules to ensure that decisions of the Board are made only after due consideration of independent and impartial opinions; • our independent non-executive Directors will review, on an annual basis, whether there are any conflicts of interest between our Group and our Controlling Shareholders and provide impartial and professional advice to protect the interests of our other Shareholders; • our Company has appointed Haitong International Capital Limited as our compliance advisor, which will provide advice and guidance to our Group in respect of compliance with the applicable laws and Listing Rules including various requirements relating to Directors’ duties and corporate governance; and • we have established an Audit Committee, a Remuneration Committee and a Nomination Committee with written terms of reference in compliance with the Listing Rules and the Code of Corporate Governance and Corporate Governance Report in Appendix 14 to the Listing Rules. The majority of the members of the aforementioned committees are independent non-executive Directors.

CORPORATE GOVERNANCE MEASURES. Our Company will comply with the provisions of the Corporate Governance Code in Appendix 14 to the Listing Rules, which sets out principles of good corporate governance. Our Directors recognize recognise the importance of good corporate governance to protect the interest in protection of our minority Shareholders’ interests. We will would adopt the following measures to safeguard good corporate governance measures standards and to manage avoid potential conflict of interests between our Group and the our Controlling Shareholders: • where a Shareholders’ meeting is to be held for considering proposed transaction transactions in which any of the our Controlling Shareholders or any of their close associates has a material interest, the relevant Controlling Shareholder(s) shall abstain from voting Shareholders or their close associates will not vote on the resolutions and shall not be counted in the quorum for the votingrelevant resolutions; • where a Board Directors’ meeting is to be held for the matters considering proposed transactions in which a Director any of our Directors or any of their close associates has a material interest, such the relevant Director shall abstain from voting will not vote on the resolutions and shall not be counted in the quorum for the votingrelevant resolutions; • we have established internal control mechanisms to identify connected transactions. Upon the [REDACTED], if we enter into connected transactions with our Controlling Shareholders or any transaction between (or proposed to be made between) of their close associates, our Group and the connected persons shall Company will comply with the relevant requirements of Chapter 14A of the Listing Rules, including the announcement, annual reporting and independent shareholders’ approval requirements (if applicable) under the applicable Listing Rules; • our independent non-executive Directors are independent of our Controlling Shareholders and are appointed in accordance with the requirements under the Listing Rules to ensure that decisions of the Board are made only after due consideration of independent and impartial opinions; • our independent non-executive Directors will review, on an annual basis, basis (i) the compliance with and enforcement of the Deed of Non-Competition; and (ii) all the decisions taken in relation to whether there are any conflicts of interest between our Group and our Controlling Shareholders to take up the Business Opportunity (the “Annual Review”) and provide impartial and professional advice to protect the interests of our other minority Shareholders; • our Controlling Shareholders will undertake to provide all information necessary, including all relevant financial, operational and market information and any other necessary information as required by the independent non-executive Directors for the Annual Review; • any Business Opportunity under the Deed of Non-Competition and all other matters determined by our Board as having a potential conflict of interest with our Controlling Shareholders will be referred to the independent non-executive Directors for discussion and decision. When necessary, such independent non- executive Directors will engage an independent financial adviser to advise them on these matters. In the event that any Business Opportunity presented by otherwise arising in connection with any of our Controlling Shareholders are turned down by our Group according to the Deed of Non-Competition, our Company has will disclose such decision, as well as the basis of such decision in the annual report of our Company; • we will disclose decisions on matters reviewed by the independent non-executive Directors either in our annual reports or by way of announcements as required by the Listing Rules; • where our Directors reasonably request the advice of independent professionals, such as financial advisers, the appointment of such independent professionals will be made at our expenses; • our Company will use our best endeavours to ensure that our Board includes a balanced composition of executive and independent non-executive Directors. We have appointed Haitong three independent non-executive Directors whom we believe possess sufficient experience and are not involved in any business or other relationship which could interfere in any material manner with the exercise of their independent judgement. Please see “Directors and Senior Management — Directors — Independent non-executive Directors” in this document for further details about background of our independent non-executive Directors; and • we have appointed CMBC International Capital Limited as our compliance advisor, which will adviser to provide advice and guidance to our Group us in respect of compliance with the applicable laws and regulations, as well as the Listing Rules Rules, including various requirements relating to Directors’ duties and corporate governance; and • we have established an Audit Committee, a Remuneration Committee and a Nomination Committee with written terms of reference in compliance with the Listing Rules and the Code of Corporate Governance and Corporate Governance Report in Appendix 14 to the Listing Rules. The majority of the members of the aforementioned committees are independent non-executive Directors.

CORPORATE GOVERNANCE MEASURES. Our Directors recognize the importance of good corporate governance to protect the interest of our minority Shareholders. We will adopt the following believe that there are adequate corporate governance measures in place to manage the potential conflict of interests between our Controlling Shareholders and our Group and to safeguard the Controlling Shareholdersinterests of our Shareholders taken as a whole for the following reasons: • where a Shareholders’ meeting is to be held for considering proposed transaction transactions in which our Controlling Shareholders or any of the Controlling Shareholders their respective close associates has a material interest, the our Controlling Shareholder(s) shall abstain from voting Shareholders will not vote on the resolutions and shall not be counted in the quorum for in the voting; • where a Board meeting is held for our Group has established internal control mechanisms to identify connected transactions. Upon the matters in which a Director has a material interest[REDACTED], such Director shall abstain from voting on the resolutions and shall not be counted in the quorum for the voting; • if any transaction is proposed between (or proposed to be made between) our Group and the connected persons shall our Controlling Shareholders and their respective associates, we will comply with the relevant requirements of Chapter 14A the Articles of Association and the Listing Rules, including including, where appropriate, the announcementreporting, annual reporting review by the independent non-executive Directors, announcement and independent shareholders’ approval requirements (if applicable) under the Listing Rulesapproval; • our Board consists of a balanced composition of executive Directors and independent non-executive Directors, with independent non-executive Directors are independent representing not less than one-third of our Controlling Shareholders and are appointed in accordance with the requirements under the Listing Rules Board to ensure that decisions of the our Board are made only after due consideration of is able to effectively exercise independent judgment in its decision-making process and impartial opinions; • 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, on an annual basis, review whether there are is any conflicts conflict of interest interests between our Group and our Controlling Shareholders and provide impartial and professional advice to protect the interests of our other minority Shareholders; • where our Company has Directors reasonably request the advice of independent professionals, such as financial advisors, the appointment of such independent professionals will be made at our Company’s expenses; and • we have appointed Haitong International Somerley Capital Limited as our compliance advisorCompliance Advisor, which who will provide advice and guidance to our Group us in respect of compliance with the applicable laws and the Listing Rules including various requirements relating to Directorsdirectors’ duties and corporate governance; , and • we have established an Audit Committee, inform us on a Remuneration Committee and a Nomination Committee with written terms timely basis of reference in compliance with any amendment or supplement to the Listing Rules or applicable laws and the Code of Corporate Governance and Corporate Governance Report regulations in Appendix 14 to the Listing Rules. The majority of the members of the aforementioned committees are independent non-executive DirectorsHong Kong.

CORPORATE GOVERNANCE MEASURES. Our Directors recognize the importance of good corporate governance to protect the interest of our minority Shareholders. We will adopt the following believe that there are adequate corporate governance measures in place to manage potential conflict conflicts of interests interest between our Controlling Shareholders and our Group and to safeguard the Controlling Shareholdersinterests of our Shareholders taken as a whole for the following reasons: • where a Shareholders’ meeting is held for considering proposed transaction Director with material interests shall make full disclosure in respect of matters that conflict or potentially conflict with our interest and absent himself/herself from the board meetings on matters in which such Director or any of the Controlling Shareholders his/her close associates has a material interest, unless the Controlling Shareholder(sattendance or participation of such Director at such meeting of the Board is specifically requested by a majority of the independent non-executive Directors; • we are committed that our Board should include a balanced composition of executive and non-executive Directors (including independent non-executive Directors) that can facilitate the exercise of independent judgment. We have appointed three independent non-executive Directors and we believe our independent non-executive Directors possess sufficient experience and they are free of any business and/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 external opinion to protect the interests of our public Shareholders. For further details of our independent non-executive Directors, please refer to the section headed “Directors and Senior Management — Directors — Independent non-executive Directors” of this document; • in the event that any potential conflict of interest arises, i.e. where a Director has an interest in a company that will enter into an agreement with our Group, the Director(s) with an interest in the relevant transaction(s) shall be excluded from our Board deliberation process and abstain from voting on the resolutions and shall not be counted towards the quorum in respect of the relevant resolution(s) at such Board meeting; • in the quorum for event any potential conflict of interest arises at the voting; • where a Board meeting is held for the matters in which a Director has a material interestshareholders’ level, such Director our Controlling Shareholders shall abstain from voting in the Shareholders’ meeting of our Company with respect to the relevant resolution(s); • in the event that our independent non-executive Directors are requested to review any conflicts of interests circumstances between our Group on the resolutions one hand and our Controlling Shareholders and/or our Directors on the other, our Controlling Shareholders and/or our Directors shall provide our independent non-executive Directors with all necessary information and our Company shall disclose the decisions of our independent non-executive Directors (including why business opportunities referred to our Company by our Controlling Shareholders were not taken up) either through our Company’s annual report or by way of announcements; • pursuant to the Corporate Governance Code and Corporate Governance Report in accordance with Appendix 14 to the Listing Rules, our Directors, including our independent non-executive Directors, will be counted able to seek independent professional advice from external parties in the quorum for the votingappropriate circumstances at our Company’s costs; • any proposed transaction between (or proposed to be made between) our Group us and the connected persons shall comply with the relevant requirements of will be subject to Chapter 14A of the Listing RulesRules including, including where applicable, the announcement, annual reporting and independent shareholders’ approval requirements of such rules; and • we have appointed Orient Capital (if applicableHong Kong) under the Listing Rules; • our independent non-executive Directors are independent of our Controlling Shareholders and are appointed in accordance with the requirements under the Listing Rules to ensure that decisions of the Board are made only after due consideration of independent and impartial opinions; • our independent non-executive Directors will review, on an annual basis, whether there are any conflicts of interest between our Group and our Controlling Shareholders and provide impartial and professional advice to protect the interests of our other Shareholders; • our Company has appointed Haitong International Capital Limited as our compliance advisor, which will provide advice and guidance to our Group us in respect of compliance with the applicable laws and the Listing Rules Rules, including various requirements relating to Directorsthe directors’ duties and corporate governance; . INDEPENDENCE FROM OUR CONTROLLING SHAREHOLDERS Having considered the following factors, our Directors are satisfied that we are capable of carrying out our business independently of our Controlling Shareholders and • we have established an Audit Committeehis/its close associates after the [REDACTED]. Management Independence Our Board comprises three executive Directors, a Remuneration Committee three non-executive Directors and a Nomination Committee with written terms of reference in compliance with the Listing Rules and the Code of Corporate Governance and Corporate Governance Report in Appendix 14 to the Listing Rules. The majority of the members of the aforementioned committees are three independent non-executive Directors. Our Directors and members of the senior management possess relevant management and/or industry-related experience to act as Directors or senior management of our Company. For more details, please refer to the section headed “Directors and Senior Management” in this document. As of the Latest Practicable Date, none of our Controlling Shareholders and Directors had any business which competes or is likely to compete, either directly or indirectly, with our business. Each of our Directors is aware of his or her fiduciary duties as a Director which require, among others, that he or she must act for the benefit and in the best interests of our Company and not allow any conflict between his or her duties as a Director and his or her personal interests. In the event that there is a potential conflict of interest arising out of any transaction to be entered into between our Company and our Directors or their respective close associates, the interested Director(s) shall abstain from voting on any Board resolutions approving any contract or arrangement or any other proposal in which he or she or any of his or her close associates has a material interest and shall not be counted in the quorum present at the relevant Board meeting. In addition, we believe that our independent non-executive Directors can bring independent judgment to the decision-making process of our Board. For details, please refer to the section headed “Directors and Senior Management” in this document. The daily operation of our Group is carried out by an independent experienced senior management team. We have the capabilities and personnel to perform all essential administrative functions, including financial and accounting, human resources, business management and research and development on a standalone basis. Based on the above, our Directors are satisfied that the Board as a whole, together with our senior management team, is able to perform the managerial role in our Group independently. Operational Independence Although our Controlling Shareholders will retain a controlling interest in our Company after [REDACTED], we have full rights to make all decisions regarding, and carry out, our business operations independently. We have established our own organizational structure and each department is assigned to specific areas of responsibilities. We are also in possession of all necessary relevant licenses, approvals and certificates to carry on our business and we have sufficient operational capacity in term of capital and employees to operate and manage our business independently. We do not rely on our Controlling Shareholders or their close associates for our operations. We have independent access to our customers and suppliers and have an independent management team (including our Directors and senior management) to handle our daily operations. We have also established a set of internal control procedures to facilitate and maintain the independent operation of our business. Based on the above, our Directors are satisfied that there is no operational dependence by us on our Controlling Shareholders and our Group is able to operate independently from our Controlling Shareholders after [REDACTED]. Financial Independence We have established our own finance department with a team of financial staff, who are responsible for financial control, accounting, reporting, group credit and internal control function of our Company, independent from our Controlling Shareholders. We can make financial decisions independently and our Controlling Shareholders do not intervene with our use of funds. We have also established an independent and sound audit system, a standardized financial and accounting system and a complete financial management system. We have sufficient capital to operate our business independently, and have adequate internal resources and a strong credit profile to support our daily operations. We have access to independent third party financing and are capable of obtaining such financing without the need to rely on any guarantee or security provided by our Controlling Shareholders or their respective close associates. Save as disclosed in “Connected Transactions”, no loans or guarantees provided by, or granted to, our Controlling Shareholders or their respective associates was outstanding as of the Latest Practicable Date.

CORPORATE GOVERNANCE MEASURES. Our Directors recognize We will comply with the importance provisions of the Corporate Governance Code set forth in Appendix 14 to the Listing Rules, which sets out the principles of good corporate governance to protect the interest governance. Each of our minority ShareholdersSingle Largest Group of Shareholders has confirmed that he/it will fully comprehend each of his/its obligations to act in the best interests of our Company and our Shareholders as a whole. We will adopt the following Our Directors believe that there are adequate corporate governance measures in place to manage existing and potential conflict conflicts of interests between our Group and interest. In order to further avoid potential conflicts of interest, we have implemented the Controlling Shareholdersfollowing measures: • where a Board meeting or Shareholders’ meeting is to be held for considering proposed transaction transactions in which any of the Controlling our Directors or Single Largest Group of Shareholders or any of their respective close associates has a material interest, the Controlling Shareholder(s) shall abstain from voting relevant Director or Single Largest Group of Shareholders will not vote on the resolutions and shall not be counted in the quorum for the votingrelevant resolutions; • where a Board meeting is held for we have established internal control mechanisms to identify connected transactions. Upon the matters in which a Director has a material interest[REDACTED], such Director shall abstain from voting on the resolutions and shall not be counted in the quorum for the voting; • if we enter into connected transactions with any transaction between (Single Largest Group of Shareholders or proposed to be made between) our Group and the connected persons shall any of their close associates, we will comply with the relevant requirements of Chapter 14A of the Listing Rules, including the announcement, annual reporting and independent shareholders’ approval requirements (if applicable) under the applicable Listing Rules; • our independent non-executive Directors are independent of our Controlling Shareholders and are appointed in accordance with the requirements under the Listing Rules to ensure that decisions of the Board are made only after due consideration of independent and impartial opinions; • our independent non-executive Directors will review, on an annual basis, whether there are any conflicts of interest interests between our Group and our Controlling any Single Largest Group of Shareholders (the “Annual Review”) and provide impartial and professional advice to protect the interests of our other minority Shareholders; • our Single Largest Group of Shareholders will undertake to provide all information necessary, including all relevant financial, operational and market information and any other necessary information as required by our independent non-executive Directors for the Annual Review; • our Company has will disclose decisions on matters reviewed by our independent non-executive Directors either in its annual reports or by way of announcements; • where our Directors reasonably request the advice of independent professionals, such as financial advisors, the appointment of such independent professionals will be made at our Company’s expenses; and • we have appointed Haitong International Altus Capital Limited as our compliance advisor, which will advisor to provide advice and guidance to our Group us in respect of compliance with the applicable laws and regulations, as well as the Listing Rules Rules, including various requirements relating to Directors’ duties and corporate governance; and • we have established an Audit Committee, a Remuneration Committee and a Nomination Committee with written terms of reference in compliance with the Listing Rules and the Code of Corporate Governance and Corporate Governance Report in Appendix 14 to the Listing Rules. The majority of the members of the aforementioned committees are independent non-executive Directors.

CORPORATE GOVERNANCE MEASURES. Our Company will comply with the provisions of the Corporate Governance Code in Appendix 14 to the Listing Rules, which sets out principles of good corporate governance. Our Directors recognize recognise the importance of good corporate governance to protect the interest in protection of our minority Shareholders’ interests. We will would adopt the following measures to safeguard good corporate governance measures standards and to manage avoid potential conflict of interests between our Group and the our Controlling Shareholders: • where a Shareholders’ meeting is to be held for considering proposed transaction transactions in which any of the our Controlling Shareholders or any of their close associates has a material interest, the relevant Controlling Shareholder(s) shall abstain from voting Shareholders or their close associates will not vote on the resolutions and shall not be counted in the quorum for the votingrelevant resolutions; • where a Board Directors’ meeting is to be held for the matters considering proposed transactions in which a Director any of our Directors or any of their close associates has a material interest, such the relevant Director shall abstain from voting will not vote on the resolutions and shall not be counted in the quorum for the votingrelevant resolutions; • we have established internal control mechanisms to identify connected transactions. Upon the [REDACTED], if we enter into connected transactions with our Controlling Shareholders or any transaction between (or proposed to be made between) of their close associates, our Group and the connected persons shall Company will comply with the relevant requirements of Chapter 14A of the Listing Rules, including the announcement, annual reporting and independent shareholders’ approval requirements (if applicable) under the applicable Listing Rules; • our independent non-executive Directors are independent of our Controlling Shareholders and are appointed in accordance with the requirements under the Listing Rules to ensure that decisions of the Board are made only after due consideration of independent and impartial opinions; • our independent non-executive Directors will review, on an annual basis, basis (i) the compliance with and enforcement of the Deed of Non-Competition; and (ii) all the decisions taken in relation to whether there are any conflicts of interest between our Group and our Controlling Shareholders to take up the Business Opportunity (the “Annual Review”) and provide impartial and professional advice to protect the interests of our other minority Shareholders; • our Controlling Shareholders will undertake to provide all information necessary, including all relevant financial, operational and market information and any other necessary information as required by the independent non-executive Directors for the Annual Review; • any Business Opportunity under the Deed of Non-Competition and all other matters determined by our Board as having a potential conflict of interest with our Controlling Shareholders will be referred to the independent non-executive Directors for discussion and decision. When necessary, such independent non- executive Directors will engage an independent financial adviser to advise them on these matters. In the event that any Business Opportunity presented by otherwise arising in connection with any of our Controlling Shareholders are turned down by our Group according to the Deed of Non-Competition, our Company has will disclose such decision, as well as the basis of such decision in the annual report of our Company; • we will disclose decisions on matters reviewed by the independent non-executive Directors either in our annual reports or by way of announcements as required by the Listing Rules; • where our Directors reasonably request the advice of independent professionals, such as financial advisers, the appointment of such independent professionals will be made at our expenses; • our Company will use our best endeavours to ensure that our Board includes a balanced composition of executive and independent non-executive Directors. We have appointed Haitong International Capital Limited three independent non-executive Directors whom we believe possess sufficient experience and are not involved in any business or other relationship which could interfere in any material manner with the exercise of their independent judgement. Please see “Directors and Senior Management — Directors — Independent non-executive Directors” in this document for further details about background of our independent non-executive Directors; and • we have appointed [REDACTED] as our compliance advisor, which will adviser to provide advice and guidance to our Group us in respect of compliance with the applicable laws and regulations, as well as the Listing Rules Rules, including various requirements relating to Directors’ duties and corporate governance; and • we have established an Audit Committee, a Remuneration Committee and a Nomination Committee with written terms of reference in compliance with the Listing Rules and the Code of Corporate Governance and Corporate Governance Report in Appendix 14 to the Listing Rules. The majority of the members of the aforementioned committees are independent non-executive Directors.

CORPORATE GOVERNANCE MEASURES. Our Directors recognize the importance of good corporate governance to protect the interest of our minority Shareholders. We will adopt the following believe that there are adequate corporate governance measures in place to manage the potential conflict of interests between our Group and the Controlling Shareholders: • where a Shareholders’ meeting is held for considering proposed transaction in which any of the Controlling Shareholders has a material interest, the Controlling Shareholder(s) shall abstain from voting on the resolutions and shall not be counted in the quorum for the voting; • where a Board meeting is held for the matters in which a Director has a material interest, such Director shall abstain from voting on the resolutions and shall not be counted in the quorum for the voting; • any transaction between (or proposed to be made between) our Group and to safeguard the connected persons shall comply with the relevant requirements of Chapter 14A interests of the Listing Rules, including Shareholders taken as a whole for the announcement, annual reporting and independent shareholders’ approval requirements (if applicable) under following reasons: • the Listing Rules; • our independent non-executive Directors are independent of our Controlling Shareholders and are appointed in accordance with the requirements under the Listing Rules to ensure that decisions of the Board are made only after due consideration of independent and impartial opinions; • our independent non-executive Directors will review, on an annual basis, whether there are any conflicts the compliance with non-competition undertakings by our Company Controlling Shareholders Group under the Deed of interest between our Group and Non-competition; • our Controlling Shareholders shall provide all information requested by our Company which is necessary for the annual review by the independent non-executive Directors and the enforcement of the Deed of Non-competition; • our Company will disclose decisions and related basis on matters reviewed by the independent non-executive Directors (including all rejections by our Company of New Business Opportunities that have been referred from our Controlling Shareholders) relating to the compliance with and enforcement of the non-competition undertakings by our Company Controlling Shareholders Group under the Deed of Non-competition in the annual reports of our Company or by way of public announcements; • our Company Controlling Shareholders Group to make annual statements on compliance with the Deed of Non-competition in our annual reports, which is consistent with the principles of making disclosure in the corporate governance report of the annual report under the Listing Rules; • as part of our preparation for the [REDACTED], we have amended our Articles of Association to comply with the Listing Rules. In particular, our Articles of Association provide impartial that, unless otherwise provided, a Director shall not vote on any resolution approving any contract or arrangement or any other proposal in which such Director or any of his/her close associates has a material interest nor shall such Director be counted in the quorum present at the meeting; • a Director with material interests shall make full disclosure in respect of matters that conflict or potentially conflict with our interest and professional advice absent himself/herself from the board meetings on matters in which such Director or any of his/her close associates have a material interest, unless the attendance or participation of such Director at such meeting of the Board is specifically requested by a majority of the independent non-executive Directors; • we are committed that our Board should include a balanced composition of executive and non-executive Directors (including independent non-executive Directors). We have appointed three independent non-executive Directors and we believe our independent non-executive Directors possess sufficient experience and they 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, external opinion to protect the interests of our other public Shareholders. See “Directors and Senior Management — Directors — Independent non-executive Directors”; • in the event that our Company has appointed Haitong International Capital Limited as our compliance advisor, which will provide advice and guidance to our Group in respect of compliance with the applicable laws and Listing Rules including various requirements relating to Directors’ duties and corporate governance; and • we have established an Audit Committee, a Remuneration Committee and a Nomination Committee with written terms of reference in compliance with the Listing Rules and the Code of Corporate Governance and Corporate Governance Report in Appendix 14 to the Listing Rules. The majority of the members of the aforementioned committees are independent non-executive Directors.Directors are requested to review any conflicts of interests circumstances between our Group on the one hand and our Controlling Shareholders and/or our Directors on the other, our Controlling Shareholders and/or our Directors shall provide our independent non-executive Directors with all necessary information and our Company shall disclose the decisions of our independent non-executive Directors either through its annual report or by way of announcements; and