The Company is committed to achieving high standards of corporate governance and follows the principles and meets the provisions set out in the Code on Corporate Governance Practices in Appendix 15 to the Rules of the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited (the "Code") and, where appropriate, the recommended best practices of the Code.

The Board

The Company is headed by an effective board which assumes responsibility for leadership and control of the Company and is collectively responsible for promoting the success of the Company by directing and supervising the Company's affairs. The Board of Directors of the Company (the "Board") consists of:

The Chairman of the Board and the Company's Chief Executive Officer is Ilyas Khan. As Chairman of the Board, Ilyas is responsible for the leadership and effective running of the Board. As Chief Executive Officer, Ilyas has the authority and responsibility of running the Company's business, and implementing the Company's strategy to achieve its overall commercial objectives.

The principal roles of the Board are to oversee the Company's strategic development, to approve the Company's objectives, strategies, policies and business plan and to monitor operating and financial performance of the Company. The Board also reviews and approves Quarterly, Interim and Annual Reports of the Company. The Board has delegated the day-to-day running of the Company to the Chief Executive Officer and the Company's management team.

However, the Board retains responsibility for:

• Approving annual operating and capital expenditure budgets and any material changes to them;
• Approving the remuneration of the Directors (based on the recommendations of the Remuneration Committee);
• Approving the appointment of Directors (based on recommendations of the Nomination Committee);
• Approving the Interim and Annual Reports (based on recommendations of the Audit Committee);
• Approving any decision to cease to operate all or any material part of the business;
• Approving any changes relating to the Company's capital structure, including the reduction of capital, share issues and share buy backs; and
• Approval of dividend policy and declaration of interim and final dividends.

The Board composition is designed to have a balance of skills and experience appropriate for the requirements of the business of the Company, including 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 judgement.

The Company has a formal, considered and transparent procedure for the appointment of new Directors to the Board. All directors are subject to re-election by shareholders every three years. The Company established a Nomination Committee on 11 August 2005, the principle function of which is the consideration and nomination of candidates to fill casual vacancies to the Board.

The Nomination Committee comprises Mr. Daniel Yen Tzu Chen as Chairman and Mr. Joseph Tong Tze Kay and Mr. Ilyas Tariq Khan as members. The terms of reference of the Nomination Committee are attached here.

Every Director is encouraged to keep abreast of his responsibilities as a Director of the Company and of the conduct, business activities and development of the Company.

Directors are provided, in a timely manner, with appropriate information in such form and of such quality as will enable them to make informed decisions and to discharge their duties and responsibilities as Directors of the Company.

The Company has a formal and transparent procedure for setting policy on directors' remuneration and for fixing the remuneration packages for all directors. No director is involved in deciding his own remuneration. The Company established a Remuneration Committee on 11 August 2005, the principal functions of which are, in respect of the Chairman, Executive Director and senior management (as determined by the Board), recommending to the Board the policy and structure of their remuneration, determining their specific remuneration packages, reviewing and approving their performance based remuneration and any compensation for loss of office. The Remuneration Committee comprises Mr. Peter McIntyre Koenig as Chairman and Mr. Daniel Yen Tzu Chen and Mr. Johnny Chan Kok Chung as members. The terms of reference of the Remuneration Committee are attached here.

The Board aims to present a balanced, clear and comprehensible assessment of the Company's performance, position and prospects in its quarterly, interim and annual reports.

The Board ensures that the Company maintains sound and effective internal controls to safeguard the shareholders' investment and the Company's assets.

The Board has established formal and transparent arrangements for applying financial reporting and internal control principles and for maintaining an appropriate relationship with the Company's auditors. The Company established an Audit Committee on 31 March 2000, the principal functions of which include managing the relationship with the Group's external auditors, reviewing the financial information of the Company and overseeing the Company's financial reporting process and internal control systems. The Audit Committee comprises Mr. Joseph Tong Tze Kay as Chairman and Mr. Daniel Yen Tzu Chen and Mr. Peter McIntyre Koenig as members. The terms of reference of the Audit Committee are attached here.

The Board endeavors to maintain an ongoing dialogue with shareholders and in particular, uses annual general meetings or other general meetings to communicate with shareholders and encourage their participation.