Corporate governance

The UK Corporate Governance Code, which was updated in September 2014 (with effect from financial years commencing after 1 October 2014), applies only to companies on the Official List and not to companies admitted to AIM. However, the Existing Directors and the Proposed Directors recognise the importance of sound corporate governance and intend that the Company will observe the requirements of the UK Corporate Governance Code and the QCA Guidelines to the extent they consider appropriate in light of the Company's size, stage of development and resources. The Company will review this arrangement as the Company develops.

The Company will hold regular Board meetings throughout the year at which reports relating to the Group's operations, together with financial reports, will be considered. The Board is responsible for formulating, approving and reviewing the Group's strategy, budgets, major items of expenditure and senior personnel appointments. Pursuant to the Articles (further details of which are set out in paragraph 8 of Part V of this Admission Document), the non-executive director designated by resolution of the Board as senior non-executive director shall have a second or casting vote at Board meetings. Jonathan Quirk is the Company's Senior Non-executive Director.

The Company will establish the following committees of the Board with formally delegated duties and responsibilities:

Audit Committee

The audit committee comprises of Richard Sweet, Mircle Yap Ching Chai and is chaired by Jonathan Quirk.

The committee will receive and review reports from management and from the auditor relating to the interim and annual accounts and to the system of internal financial control. The audit committee will be responsible for making recommendations to the Board on the appointment of the auditor and for approving the terms of engagement and remuneration of the auditor.

The audit committee will also review reports from management and the Company's auditor on the financial accounts and internal control systems used throughout the Group.

Remuneration Committee

The remuneration committee comprises of Jonathan Quirk, Dr. Wang Shaodong, Mircle Yap Ching Chai and is chaired by Richard Sweet. The role of the remuneration committee will be to determine and agree with the Board the framework or broad policy for the remuneration of the Directors and such other members of the executive management of the Group as the remuneration committee considers appropriate. This will be done within the terms of the agreed policy, and in consultation with the Chairman as appropriate, to determine the total individual remuneration package of each executive director and other senior executives including bonuses, incentive payments and share options or other share awards, in all cases with due regard to the interests of Shareholders.

The remuneration committee will also be responsible for reviewing the design of all share incentive plans for approval by the Board and, if required, Shareholders. For any such plans, the remuneration committee will determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards to executive directors and other senior executives and the performance targets to be used. In determining such remuneration packages and arrangements, due regard will be given to any relevant legal requirements, the provisions and recommendations in the AIM Rules and the QCA Guidelines.

Nomination Committee

The nomination committee comprises of Jonathan Quirk, Richard Sweet, Mircle Yap Ching Chai and is chaired by Dr. Wang Shaodong. The role of the nomination committee will be to assist the Board in discharging its responsibilities relating to the composition and make-up of the Board. The nomination committee will be responsible for evaluating the balance of skills, knowledge and experience of the Board, the size, structure and composition of the Board, retirements and appointments of additional and replacement directors and making appropriate recommendations to the Board on such matters.

AIM Compliance Committee

The AIM compliance committee comprises Dr. Wang Shaodong, Mircle Yap Ching Chai, Li Xianzhi, Chong Cha Hwa and is chaired by Jonathan Quirk. The role of the AIM compliance committee will be to ensure that the Company has in place sufficient procedures, resources and controls to enable it to comply with the AIM Rules for Companies. It is intended that the AIM compliance committee will make recommendations to the Board and proactively liaise with the Company's nominated adviser on compliance with the AIM Rules. The AIM compliance committee will also monitor the Company's procedures to approve any share dealings by directors or employees in accordance with the Company's share dealing policy and ensure such dealings are notified to the Company's nominated advisor in accordance with the AIM Rules for Companies.


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