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Corporate Governance

Corporate Governance Report

MINTH Group's motto is "Striving for perfection through continuous improvement". Since its inception, the Group has been focusing on the development of products and technical innovation. All employees are responsible and committed to their areas of expertise, and the management team strives to gain valuable experience that enables them to boost efficiency.

Since its listing on the Hong Kong Stock Exchange on 1 December 2005, MINTH Group has committed to maintain and ensure a high level of corporate governance standards and to constantly develop its internal control. The Group's Investor Relations Department has been dedicated to effective communication with both Hong Kong and international investors through analysts' briefings, roadshows, reception of routine visits by the investors and analysts as well as corporate website. This ensures that investors are able to receive timely and accurate information about the latest developments of the company, thus helps to enhance the management transparency. The Corporate Governance Practices Rules of the Group include all the code provisions set out in the Code on Corporate Governance Practices ("Corporate Governance Code") contained in Appendix 14 of the Listing Rules as well as a majority of advice on common rules.

The Board Summary & Members

LIST OF DIRECTORS AND THEIR ROLE AND FUNCTION

To date, the Board of Directors comprises of Ms. Wei Ching Lien, Mr. Chen Bin Bo and Ms. Chin Chien Ya, being executive Directors, Dr. Wang Ching, Ms. Yu Zheng and Mr. Wu Tak Lung, being independent non-executive Directors ("INEDs").

The INEDs are considered by the Board to be independent of the management and free of any relationship that could materially interfere with the exercise of their independent judgments. The Board considers that each of the INEDs brings his own relevant expertise to the Board and its deliberations.

None of the INEDs have any business or financial interests with the Group nor do they have any relationship with other Directors. Each one has confirmed their independence to the Group.

The Board meets regularly during the year and on an ad hoc basis as required by business needs. The Board's primary purpose is to set and review the overall strategic development of the Group and to oversee the achievement of the plans to enhance Shareholders' value. Daily operational decisions are delegated to the Executive Directors.

Each of the Directors is up for re-election in the forthcoming annual general meeting.

The company appoints the non-executive Directors by the Board's appointment during the year. The term of appointment shall be expired up to the forthcoming annual general meeting and can be offered for re-election in the annual general meeting.

Audit Committee

TERMS OF REFERENCE AND MODUS OPERANDI OF REMUNERATION COMMITTEE

The members of the Audit Committee:
Wu, Tak Lung (Chairman)
Wang, Ching
Zheng, Yu

Remuneration Committee

TERMS OF REFERENCE AND MODUS OPERANDI OF REMUNERATION COMMITTEE

The members of the Remuneration Committee:
Zheng, Yu (Chairman)
Wu, Tak Lung
Wang, Ching
 

Nomination Committee

TERMS OF REFERENCE AND MODUS OPERANDI OF NOMINATION COMMITTEE

The members of the Remuneration Committee:
Wang, Ching (Chairman)
Zheng, Yu
Wu, Tak Lung

Others

Appointment and Election of Directors

Looking Forward

The Group will keep on reviewing its corporate governance standards on a timely basis and the Board endeavors to take the necessary actions to ensure the compliance with the provisions of the Code on Corporate Governance Practices introduced by the Stock Exchange.

Compliance with the Code on Corporate Governance Practices of the Listing Rules

The Company has complied with all the code provisions set out in the Code on Corporate Governance Practices contained in Appendix 14 of the Listing Rules.

Model Code for Securities Transactions by Directors of Listed Issuers

The Company had adopted the "Model Code for Securities Transactions by Directors of Listed Issuers" as set out in Appendix 10 of the Listing Rules as the code for dealing in securities of the Company by the directors (the "Code"). Having made specific enquiries, the Company confirmed that all directors have complied with the required standard as set out in the Code.

Auditors' Remuneration

The Audit Committee of the company is responsible for considering the appointment of the external auditor and reviewing any non-audit functions performed by the external auditor, including whether such non-audit functions could lead to any potential material adverse effect on the company.

Directors' and Auditors' Responsibilities for Accounts

The Directors are responsible for the preparation of financial statements which give a true and fair view. In preparing financial statements, which give a true and fair view, it is fundamental that appropriate accounting policies are selected and applied consistently.
It is the auditor's responsibility to form an independent opinion, based on their audit, on those financial statements and to report their opinion.

Transparency and Communication

MINTH Group thoroughly maintains and enhances its transparency. Latest developments and financial reports of the Group are available to investors through its website http://www.minthgroup.com, or by directly contacting the Group's Investor Relations Department.
The Group maintains effective communications and good relationships with fund managers and analysts through meetings, conference calls, road shows, etc. Shareholders are encouraged to make enquiries to the company's appropriate staff member through meetings, emails, or phone calls, etc. They are also invited to attend annual general meetings and voice any concerns or suggestions to the Directors.