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Board Charter

Subject to the limitations set out in our Articles of Association, our Board of Directors ("Board") has adopted a charter ("Board Charter"), which sets out, amongst others the following roles and responsibilities of our Board to actively oversee the conduct and direct the management of our Group's business and affairs:

  1. to review and approve strategies, business plans and significant policies for our Group and monitor management's performance in implementing them;

  2. to set corporate values and clear lines of responsibility and accountability, including governance systems and processes that are communicated throughout our Group;

  3. to ensure full compliance and to carry out the duties of our Board in accordance with the relevant laws, regulations and guidelines;

  4. to oversee the conduct of our Group's business and ensure that our management is competent and effective;

  5. to ensure that there shall be unrestricted access to independent advice or expert advice at our Company's expense in furtherance of our Board's duties (whether as a Board or a Director in his or her individual capacity);

  6. to formalise ethical standards through a code of conduct which will be applicable throughout our Group and to ensure the compliance of this code of conduct;

  7. to ensure that our operations are conducted prudently, and within the framework of relevant laws and regulations;

  8. to establish, approve, review, and monitor our risk appetite and comprehensive risk management policies, processes and infrastructure;

  9. to consider emerging issues which may be material to our business and affairs and ensure that we have a proper succession plan for our senior management;

  10. to ensure that our Board has adequate procedures in place to receive reports periodically and/or on a timely basis from our management that would provide our Board with a reasonable basis to make proper judgement on an ongoing basis as to the financial position and business prospects of our Company;

  11. to review the adequacy and integrity of our Company's internal control system and management information systems, including systems for complying with applicable laws, regulations, rules, directives and guidelines; and

  12. to ensure that our Company has in place a policy and/or procedures to enable effective communication with, and appropriate disclosure to, our shareholders and other stakeholders; and that our shareholders have access to information about our Company.