Code of Corporate Governance

During the year, the Company has complied with all the code provisions (except A.2.1) of the Corporate Governance Code (“Code Provision”) from time to time as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). and with most of the recommended best practices contained therein.

Code Provision A.2.1 — This Code Provision stipulates that the roles of chairman and chief executive should be separate and should not be performed by the same individual. The division of responsibilities between the chairman and chief executive should be clearly established and set out in writing.

Despite the code provision A.2.1 requires that the roles of Chairman and Chief Executive Officer should be separated and should not be performed by the same individual, the Group’s current practice has deviated from the requirement of this provision. Mr. Lam Lung On is the Chairman and also the Chief Executive Officer of the Group.

After due consideration to the unique history and development of the Group’s own business and structure, the Board decided to maintain this structure. Mr. Lam has extensive experience in real estate management projects, is responsible for the Group’s overall strategy planning and business management. The Board believes that the current structure gives significant benefits to the Group as it maintains a strong and effective leadership and ensures an efficient decision making process.

Furthermore, the Board comprises reputable and experienced professionals who assist in maintaining a balance of power without compromising the consistent leadership of the Group. The Chairman, as convener and chair person of Board meetings, has no special power which is different from that of other Directors in the decision-making of the Board.

To help achieve a balance of power and authority, the Company has in place an established management system and structure. For the Investment Decision Committee, Tender Decision Committee, Purchasing Decision Committee and Marketing Decision Committee, all of which comprise certain Executive Directors and senior management, hold regular meetings for day-today business management. Decisions on all material matters will be subject to complete and stringent deliberation and decision making procedures in order to ensure the balance of power and authority.

Procedures for Election of Directors

Subject to the Company’s Articles of Association, any shareholders duly qualified to attend and vote at the general meetings of the Company who wish to nominate an individual (other than the retiring Directors) to stand for election as a Director should provide a written notice to the company.

The period for lodgment of such notices shall commence no earlier than the day after the dispatch of the notice of the meeting appointed for such election and end no later than 7 days prior to the date of such meeting.

Shareholders can lodge to the Hong Kong office of the Company at Unit 4905-06, 49/F, The Center, 99 Queen’s Road Central, Central, Hong Kong for the attention of the Company Secretary with the following documents:

1. His/her notice of intention to propose a resolution to elect a nominated candidate as a Director of the Company at the general meeting which must include the name of the nominating shareholder, his/her contact details and the number of the Company’s ordinary shares held by the nominating shareholder;
2. A notice signed by the nominated candidate of the candidate’s willingness to be elected;
3. The nominated candidate’s information as required to be disclosed under rule 13.51(2) of the Listing Rules; and
4. The nominated candidate’s written consent to the publication of his/her personal data.