This Chinese version of this website is for reference only. In case of any discrepancy or inconsistency between the English version and Chinese version, the English version prevails.
| List of Directors |
| Executive Directors |
| Mr. Zhou Hongtao |
| Mr. Li Leong |
| Mr. Li Wei (Chairman of the Board) |
| Mr. Li Xi |
| Mr. Li Zhen |
| Independent non-executive Director |
| Mr. Law Chi Hung |
| Mr. Wong Ching Cheung |
| Mr. Guo Hui |
The Board has established three Board Committees - Audit Committee, Remuneration Committee and Nomination Committee.
The table below lists membership of these committees in which each Board member serves.
| Director | Committee |
Committee |
Committee |
| Executive Directors | |||
| Mr. Zhou Hongtao | |||
| Mr. Li Leong | |||
| Mr. Li Wei | |||
| Mr. Li Xi | |||
| Mr. Li Zhen | |||
| Independent Non-executive Director | |||
| Mr. Law Chi Hung | |||
| Mr. Wong Ching Cheung | |||
| Mr. Guo Hui | |||
| Notes: | |
| Chairman | Chairman of the relevant Board Committees |
| Member | Member of the relevant Board Committees |
Audit Committee currently comprises three independent non-executive Directors. The committee is chaired by Mr. Law Chi Hung and comprises two other member, namely Mr. Wong Ching Cheung and Mr. Guo Hui.
Audit Committee is responsible for the appointment of external auditor, review of the Group's financial information and oversight of the Group's financial and accounting practices, internal control and risk management. It is also responsible for reviewing the interim and financial results of the Group.
<Terms of reference of Audit Committee>
Remuneration Committee currently comprises three independent non-executive Directors. The committee is chaired by Mr. Law Chi Hung and comprises two other member, namely Mr. Wong Ching Cheung and Mr. Guo Hui.
The principal responsibilities of the Remuneration Committee include reviewing, considering and approving proposals as well as making recommendations to the Board on the Company's policy and structure relating to the remuneration of Directors and senior management. The Remuneration Committee also accesses performance of executive Directors.
In respect of the remuneration packages of individual executive directors and senior management, Remuneration Committee is to make recommendations to the Board for the Board's final determination.
The emoluments of the Directors are determined by reference to the skill, knowledge and experience of the respective Directors and their involvement in the Group's affairs as well as the prevailing market conditions. Share options may also be granted to the Directors as long-term incentive or rewards for their continuous contributions to the Group.
<Terms of reference of Remuneration Committee>
Nomination Committee currently comprises three independent non-executive Directors. The committee is chaired by Mr. Wong Ching Cheung and comprises two other member, namely Mr. Law Chi Hung and Mr. Guo Hui.
The principal duties of the Nomination Committee include reviewing the structure, size and composition of the Board on a regular basis and making recommendations to the Board regarding any proposed changes.
The Board is empowered under the Company's Bye-laws to appoint any person as a Director either to fill a casual vacancy on or as an additional member of the Board. Qualified candidates will be proposed to the Board for consideration and the selection criteria are mainly based on the assessment of their professional qualifications and experience.
<Terms of reference of Nomination Committee>
Directors' Securities Transactions
The Company has adopted a code of conduct regarding securities transactions by directors on exactly the terms and the required standard contained in the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") set out in Appendix 10 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ( the "Listing Rules" ).
Having made specific enquiries by the Company, all Directors have confirmed that they have complied with the required standard set out in the code of conduct regarding securities transactions by directors adopted by the Company throughout the financial years.
Directors' Responsibilities for Financial Statements
The Directors acknowledge their responsibilities for preparing the financial statements of the Group, which were prepared in accordance with statutory requirements and applicable accounting standards.
Internal Control
The Board has overall responsibilities for maintaining sound and effective internal control system of the Company. The Internal Audit function of the Company performed independent reviews and reported regularly the review results to the Board through Audit Committee on the adequacy and effectiveness of the Company's internal control and risk management systems. The Board, through the Internal Audit function of the Company, has conducted annual review of the effectiveness of the system of internal control of the Company including the relevant financial, operational and compliance controls and risk management procedures. The Board has delegated to the senior management of the Company the implementation of such systems of internal controls. The management throughout the Company maintains and monitors the internal control system on an ongoing basis.
The Board also reviewed and was satisfied with the adequacy of resources, qualifications and experience of the employees of the Company's accounting and financial reporting function, and their training programmes and budget.
Compliance with Appendix 14 Corporate Governance Code and Corporate Governance Report (the "Code") of the Listing Rules
The Board is committed to maintaining sound corporate governance and believes that good corporate governance principles and practices will bring trust and faith to the Company's stakeholders, including shareholders, investors, employees, customers, suppliers and the community.
Throughout the financial years, the Company complied with all relevant provisions set out in the Code as set out in Appendix 14 to the Listing Rules except for the deviations disclosed in Corporate Governance section in the Company's Annual Report.
Shareholders' Rights
(The following summaries are for reference only. In case of any discrepancy or inconsistency with the Bye-Laws of the Company or the Listing Rules, you should refer to the Bye-Laws and the Listing Rules as appropriate.)
Procedures for shareholders to convene an extraordinary general meeting
Pursuant to bye-law 58 of the Bye-laws, on the written requisition of Shareholders holding not less than one-tenth of the paid up capital of the Company carrying the right to vote at general meetings of the Company, the Directors shall convene a special general meeting for the transaction of any business specified in such requisition; and such meeting shall be held within two months from the date of deposit of such requisition.
Procedures for shareholders to propose a person for election as a director
Pursuant to bye-law 85 of the Bye-laws, if a Shareholder wishes to propose a person other than a Director of the Company for election as a Director at any general meeting, the shareholder can deposit a written notice to that effect at the principal place of business of the Company in Hong Kong, for the attention of the Board.
In order for the Company to inform Shareholders of that proposal, the written notice must state the full name of the person proposed for election as a Director, include the person's biographical details as required by Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and be signed by the Shareholder concerned (other than the person to be proposed) and that person indicating his/her willingness to be elected.
Pursuant to bye-law 85 of the Bye-laws, the minimum length of the period, during which such notice(s) are given, shall be at least seven (7) days and that (if the notices are submitted after the dispatch of the notice of the general meeting appointed for such election) the period for lodgment of such notice(s) shall commence on the day after the dispatch of the notice of the general meeting appointed for such election and end no later than seven (7) days prior to the date of such general meeting.
The Company shall publish an announcement in accordance with Rule 2.07C or issue a supplementary circular upon receipt of a notice from a Shareholder to propose a person for election as a director at the general meeting where such notice is received by the Company after publication of the notice of meeting. The Company shall include particulars of the proposed director in the announcement or supplementary circular.
The Company shall assess whether or not it is necessary to adjourn the meeting of the election to give Shareholders at least 10 business days to consider the relevant information disclosed in the announcement or supplementary circular.
Voting at and notice of general meetings
As required by the Listing Rules, the Company conducts all voting at general meetings by poll except where the chairman, in good faith, decides to allow a resolution which related purely to a procedural or administrative matter to be voted on by a show of hands. To compile with the Listing Rules, notices to shareholders will be sent in the case of annual general meetings at least 20 clear business days before the meeting and at least 10 clear business days in the case of all other general meetings.
Pursuant to bye-law 59 of the Bye-laws, an annual general meeting shall be called by notice of not less than twenty-one (21) clear days and not less than twenty (20) clear business days. All other general meetings (including a special general meeting) must be called by notice of not less than fourteen (14) clear days and not less than ten (10) clear business days, a general meeting may be called by shorter notice if it is so agreed:
(a) in the case of a meeting called as an annual general meeting, by all the Shareholders entitled to attend and vote thereat; and
(b) in the case of any other meeting, by a majority in number of the Shareholders having the right to attend and vote at the meeting, being a majority together representing not less than ninety-five per cent. (95%) of the total voting rights at the meeting of all the Shareholders.
Investor Relations and Shareholders Communication Policy
General Policy
The Board shall maintain an on-going dialogue with Shareholders and the investment public, and will regularly review this Policy to ensure its effectiveness and compliance with the Listing Rules.
Information shall be communicated to Shareholders and the investment public mainly through the Company's published financial reports, annual general meetings and other general meetings that may be convened, as well as by making available all the public disclosures submitted to SEHK and its corporate communications and other corporate publications on the Company's and SEHK's website.
Effective and timely dissemination of relevant information to Shareholders and the investment public shall be ensured at all times. Any question regarding this Policy shall be directed to the Company Secretary of the Company.
Communication Strategies
Shareholders' enquiries
Shareholders should direct their questions about their shareholdings to the Hong Kong Share Registrar and Transfer Office of the Company.
Shareholders and the investment public may make a request for the Company's information to the extent such information is publicly available according to relevant rules and legislations.
Company Website
The Company continues to pursue a policy of promoting transparency in corporate communication and investor relations.
As one of the channels to promote effective communication with the investors and the general public, the Company maintains a webpage (www.irasia.com/listco/hk/seecmedia/index.htm) to disseminate electronically company announcements, shareholder information and other relevant financial and non-financial information on a timely basis.
The webpage is maintained to publish documents pursuant to the requirements of the Listing Rules.
Shareholders' Meetings
The Company encourages shareholders to participate in general meetings or to appoint proxies to attend and vote at meetings for and on their behalf if they are unable to attend the meetings.
The process of the Company's general meeting will be reviewed from time to time to ensure the compliance with the relevant requirements of the Listing Rules and the relevant legislations.
Communication with Investment Public
Investor/analysts briefings and one-on-one meetings, media interviews and marketing activities for investors etc will be available where necessary in order to facilitate communication between the Company, Shareholders and the investment public.
The Company's officers who have contacts or dialogues with investors, analysts, media or other interested outside parties are required to comply with the relevant disclosure obligations and requirements under the Listing Rules.
updated 1st April, 2024
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