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The Company has applied the principles of, and complied with, the applicable code provisions of the CG Code throughout the year ended 31 December 2010, except for certain deviations as specified. The reasons for such deviations are explained below.

The Board reviews its current corporate governance practices at least annually, and makes appropriate changes if considered necessary.

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During the year, the Non-Executive Directors (four of whom were independent) provided the Group with a wide range of expertise and experience. Their active participation in the Board and Committee meetings brought independent judgement on issues relating to the Group's strategy, performance and management process, at the same time taking into account the interests of all shareholders.

Throughout the year, and up to the date of this report, the Company has four INEDs representing one-third of the Board. Two of the four INEDs have the appropriate professional qualifications or accounting or related financial management expertise specified under Rule 3.10 of the Listing Rules. The Board has received from each INED an annual confirmation of his independence and considers that all the INEDs are independent in accordance with the guidelines set out in Rule 3.13 of the Listing Rules.

The Board meets regularly to discuss the overall strategy as well as the operations and financial performance of the Group, in addition to meetings for reviewing and approving the Group's annual and interim results and other ad hoc matters which need to be dealt with by the Board. The chief financial officer and other relevant senior executives are invited to attend Board meetings to make presentations and answer the Board's enquiries.

During the year, eleven Board meetings were held and the attendance of each Director at the Board meetings is set out as follows:

	Number of Board meetings attended/held
Executive Directors:
Lee Seng Huang	10/11
Joseph Tong Tang	11/11
Peter Anthony Curry (appointed on 1 January 2011)	N/A
Non-Executive Directors:
Ming Cheng	11/11
Goh Joh Chuan	9/11
Patrick Lee Seng Wei(resigned on 30 September 2011)	7/11
Leung Pak To (appointed on 13 July 2010)	3/3*
Roy Kuan (appointed as Alternate Director to Ho Chi Kit on 13 July 2010 and re-designated as Non-Executive Director on 1 January 2011)	N/A
Ho Chi Kit (appointed as Non-Executive Director on 13 July 2010 and re-designated as Alternate Director to Roy Kuan on 1 January 2011)	3/3*
Fevzi Timucin Engin (resigned on 17 March 2011)	11/11
Independent Non-Executive Directors:
David Craig Bartlett	9/11
Alan Stephen Jones	11/11
Carlisle Caldow Procter	10/11
Peter Wong Man Kong	7/11
* Only three Board meetings were held subsequent to the appointments of Messrs. Leung Pak To and Ho Chi Kit

The Board has reserved for its decision or consideration matters covering mainly the Group's overall strategy, annual operating budget, annual and interim results, recommendations on Directors' appointment or reappointment, material contracts and transactions as well as other significant policy and financial matters. The Board has delegated the daily operations and administration to the executive management under the instruction/supervision of the Executive Committee which has its specific written Terms of Reference. The respective functions of the Board and management of the Company have been formalised and set out in writing. The Board reviews these procedures from time to time to ensure that they are consistent with the existing rules and regulations.

Regular Board meetings of each year are scheduled in advance to facilitate maximum attendance of Directors. Normally a notice of at least 14 days is given prior so as to allow time for all Directors to list items on the agenda for discussions. The Company Secretary assists the Chairman in preparing the agenda for meetings, and ensures all applicable rules and regulations are complied with. The agenda and the accompanying Board papers are normally sent to all Directors at least three days prior to the proposed Board meeting (and as soon as practicable for other Board meetings). Draft minutes of each Board meeting are circulated to all Directors for their comments before being tabled at the following Board meeting for approval. Minutes of meetings are kept by the Company Secretary and are open for inspection at any reasonable time on reasonable notice by any Director.

According to current Board practice, if a substantial shareholder or a Director has a conflict of interest in which it is determined to be material by the Board, the matter cannot be dealt with by a written resolution of the Board but must be dealt with by the Board at a duly convened Board meeting. The Articles of Association of the Company ("Articles") stipulate that save for the exceptions as provided therein, a Director shall abstain from voting and not be counted in the quorum on any resolution of the Board approving any contract or arrangement in which such Director or any of his associate(s) has a material interest.

Every Director is entitled to have access to Board papers and related materials and has access to the advice and services of the Company Secretary. The Board and each Director also have separate and independent access to the Company's senior management. Directors will be updated timely on major developments of the Listing Rules and other applicable regulatory requirements to ensure compliance and upkeep of good corporate governance practices. In addition, a written procedure has been established in June 2005 to enable the Directors, in the discharge of their duties, to seek independent professional advice in appropriate circumstances at a reasonable cost to be borne by the Company.

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The Board believes that this structure spreads the workload that would otherwise be borne by an individual CEO, allowing the growing businesses of the Group to be overseen by appropriately qualified and experienced senior executives in those fields. Furthermore, it enhances communications and speeds up the decision-making process across the Company. The Board also considers that this structure will not impair the balance of power and authority between the Board and the management of the Company. An appropriate balance can be maintained by the operation of the Board, which holds at least four regular meetings a year to discuss business and operational issues of the Group.

The Executive Chairman is responsible for the leadership of the Board, ensuring all significant policy issues are discussed by the Board in a timely and constructive manner; all Directors are properly briefed on issues arising at Board meetings, and that the Directors receive adequate, reliable and timely information.

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New Directors, upon appointment, will be given an induction package containing all key applicable regulations and Listing Rules requirements, as well as guidelines on the responsibilities and obligations to be observed by a Director. The package will also include the latest published financial reports of the Company and the documentation for the corporate governance practices adopted by the Board. Senior management will subsequently conduct such briefings as necessary to give the new Directors more detailed information on the Group's businesses and activities. Directors will be continuously updated on any major developments of the Listing Rules and other applicable regulatory requirements to ensure compliance and upkeep of good corporate governance practices.

All Non-Executive Directors (including INEDs) of the Company were appointed for a specific term, and are subject to the relevant provisions of the Articles or any other applicable laws whereby the Directors shall vacate or retire from their office but eligible for re-election. All Non-Executive Directors have been re-appointed for two years from 1 January 2011.

According to the Articles, any Director appointed to fill a casual vacancy shall hold office until the Company's next following general meeting and shall be eligible for reelection. Any Director appointed as an addition to the Board shall also hold office only until the next following Annual General Meeting ("AGM") of the Company and shall be eligible for re-election at that meeting. Further, at each AGM of the Company, one-third of the Directors for the time being (or such number nearest to but not less than one-third) shall retire from office by rotation. Every Director shall be subject to retirement by rotation at least once every three years.

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Remuneration Committee
The Remuneration Committee has been established since April 1985 and currently consists of four INEDs and one Non-Executive Director, including Messrs. Peter Wong Man Kong (Chairman of the Committee), David Craig Bartlett, Alan Stephen Jones, Carlisle Caldow Procter and Roy Kuan (with Ho Chi Kit as his alternate). The Remuneration Committee is provided with sufficient resources to discharge its duties and when necessary, has access to independent professional advice in accordance with the Company's policy.

Major roles and functions of the Remuneration Committee are:

1. to review and recommend to the Board the remuneration policy and packages of the Directors and, where appropriate, to consult the Chairman about the Committee's proposals relating to the remuneration of other Executive Directors;
2. to review and recommend performance-based remuneration by reference to corporate goals and objectives approved by the Board from time to time;
3. to review and recommend the compensation payable to Executive Directors relating to any loss or termination of their office or appointment;
4. to review and recommend compensation arrangements relating to dismissal or removal of Directors for misconduct; and
5. to ensure that no Director is involved in deciding his own remuneration.

The Terms of Reference of the Remuneration Committee of the Company are in line with the code provisions B.1.3 of the CG Code, but with a deviation from the code provision of the Remuneration Committee's responsibilities to determine the specific remuneration packages of all Executive Directors and senior management of a listed company. The Board considers that the Remuneration Committee of the Company should review (as opposed to determine) and make recommendations to the Board on the remuneration packages of Executive Directors only and not senior management for the following reasons:

1. the Board believes that the Remuneration Committee is not in a proper position to evaluate the performance of senior executives and that this evaluation process is more effectively carried out by the Executive Directors;
2. a majority of the Remuneration Committee members are INEDs who come from different professions and backgrounds, and they are not involved in the daily operation of the Company. They may have little direct knowledge of industry practice and standard compensation packages. The Remuneration Committee is thus not in a position to properly determine the remuneration of the Executive Directors;
3. the Executive Directors must be in a position to supervise and control senior management and thus must be able to determine their compensation; and
4. there is no reason for Executive Directors to pay senior management more than industry standards and thus shareholders will benefit by reducing costs in the fixing of such compensation packages.

The Terms of Reference of the Remuneration Committee isavailable on the website of the Company.

The Remuneration Committee shall meet at least once a year in accordance with its Terms of Reference. One Committee meeting was held in 2010 and the attendance of each member at the meeting is set out as follows:

	Number of Committee meeting attended/held
Committee members:
Peter Wong Man Kong (Chairman)	1/1
David Craig Bartlett	1/1
Alan Stephen Jones	1/1
Carlisle Caldow Procter	1/1
Roy Kuan (appointed on 1 January 2011)	N/A
Ho Chi Kit (appointed on 13 July 2010 and re-designated as alternate to Roy Kuan on 1 January 2011)	N/A*
* No Remuneration Committee meeting was held during his tenure as a member of the Committee.

Apart from Committee meetings, the Remuneration Committee also dealt with matters by way of circulation during 2010. In 2010, the Remuneration Committee performed work as summarised below:

1. reviewed the policy and structure for the remuneration of Directors;
2. reviewed the remuneration packages of the Executive Directors;
3. reviewed and recommended the Directors' bonuses for the year ended 31 December 2009 for the Board's approval;
4. reviewed the service fees of all Directors and consultancy fees of the INEDs and recommended to the Board of an increase in these fees commencing from the year 2010;
5. reviewed the renewal of the term of appointment of the Non-Executive Directors for two years commencing from 1 January 2011 and recommended the same for the Board's approval; and
6. reviewed and recommended to the Board the remuneration package of an Executive Director appointed on 1 January 2011.

Each Director will be entitled to a fee which is to be proposed for shareholders' approval at the AGM of the Company. Further remuneration payable to Directors (including any consultancy fees to the INEDs) for their additional responsibilities and services will depend on their respective contractual terms under their service contracts as approved by the Board on the recommendation of the Remuneration Committee. Details of the Directors' remuneration are set out in note 8 to the consolidated financial statements. Details of the Group's staff remuneration policy are also set out in the "Human Resources and Training" section in the Management Discussion and Analysis on Annual Report 2010 pages 20 to 21.

Subsequent to the balance sheet date, a Committee Meeting was held to review the policy and structure of the Directors' remunerations; the remuneration packages of the Executive Directors; and consultancy fees of the INEDs. The Committee recommended to the Board of (i) an increase in the monthly salary of Mr. Lee Seng Huang and Mr. Joseph Tong Tang by HK$100,000 and HK$50,000 respectively to HK$250,000 and HK$200,000 commencing from the year 2011; (ii) the payment of discretionary bonuses for the year 2010 to the three Executive Directors of:

HK$12,000,000 in cash to Mr. Lee Seng Huang;

HK$5,000,000 in cash and such number of shares of the Company to be awarded under the EOS equivalent to HK$1,000,000 to Mr. Joseph Tong Tang; and

HK$500,000 in cash and such number of shares to be awarded under the EOS equivalent to HK$500,000 to Mr. Peter Anthony Curry;

and (iii) a 10% increase to the consultancy fees for INEDs commencing from the year 2011. The Board subsequently approved these recommendations put forward by the Remuneration Committee.

For the purpose of Rule 13.51B(1) of the Listing Rules, monthly rental which form part of the emoluments of Mr. Lee Seng Huang was increased by HK$48,000 from 22 February 2011 due to a renewal of the related Tenancy Agreement. His other related rental expenses which are varying in nature have also changed.

Audit Committee
The Audit Committee has been established since April 1985 and currently consists of four INEDs and one Non-Executive Director. The Audit Committee is chaired by an INED with appropriate professional qualifications or accounting or related financial management expertise. The current members of the Audit Committee are Messrs. Alan Stephen Jones (Chairman of the Committee), David Craig Bartlett, Carlisle Caldow Procter, Peter Wong Man Kong and Roy Kuan (with Ho Chi Kit as his alternate). The Audit Committee is provided with sufficient resources to discharge its duties and has access to independent professional advice according to the Company's policy when necessary.

Major roles and functions of the Audit Committee are:

1. to consider and recommend to the Board the appointment, re-appointment and removal of the external auditor, to approve the remuneration and terms of engagement of the external auditor, and address any questions of resignation or dismissal of such auditor;
2. to consider and discuss with the external auditor the nature and scope of each year's audit;
3. to review and monitor the external auditor's independence and objectivity;
4. to review the interim and annual financial statements before submission to the Board;
5. to discuss any problems and reservations arising from the interim review and final audit, and any other matters the external auditor may wish to discuss;
6. to review the external auditor's management letters and management's response;
7. to review the Group's financial controls, internal control and risk management systems;
8. to review the internal audit plan, promote coordination between the internal and external auditors, and review whether the internal audit function is adequately resourced and has appropriate standing within the Group; and
9. to consider any matters arising from internal audit's investigations and management's responses.

The Terms of Reference of the Audit Committee of the Company is revised from time to time to comply with the code provisions, in particular code C.3.3 of the CG Code, but with deviations from the code provision regarding the Audit Committee's responsibilities to:

1. implement policy on the engagement of the external auditor to supply non-audit services;
2. ensure that management has discharged its duty to have an effective internal control system; and
3. ensure co-ordination between the internal and external auditors, and ensure that the internal audit function is adequately resourced and has appropriate standing within the listed company.

The Board considers that:

1. the Audit Committee of the Company should recommend (as opposed to implement) the engagement of the external auditor to supply non-audit services for the following reasons:
2. it is more proper and appropriate for the Board and its Committees to develop policy and make appropriate recommendations;
3. the proper and appropriate mechanism for implementation of such policy and recommendations is through the Executive Directors and management; and
4. INEDs are not in an effective position to implement policy and follow up the same on a day-to-day basis.
5. the Audit Committee only possesses the effective ability to scrutinise (as opposed to ensure) whether management has discharged its duty to have an effective internal control system. The Committee is not equipped to ensure that the same is in place, as this would involve day-to-day supervision and the employment of permanent experts.
6. Similarly, the Audit Committee is not in a position to ensure co-ordination between the internal and external auditors, but it can promote the same. The Committee cannot ensure that the internal audit function is adequately resourced but it can review whether it is adequately resourced, and recommend the correction of any identified deficiency.

The Terms of Reference of the Audit Committee is available on the website of the Company.

The Audit Committee shall meet at least three times a year in accordance with its Terms of Reference. Four meetings were held in 2010 and the attendance of each member at these meetings is set out as follows:

	Number of Committee meetings attended/held
Committee members:
Alan Stephen Jones (Chairman)	4/4
David Craig Bartlett	4/4
Carlisle Caldow Procter	4/4
Peter Wong Man Kong	3/4
Roy Kuan (appointed on 1 January 2011)	N/A
Ho Chi Kit (appointed on 13 July 2010 and re-designated as alternate to Roy Kuan on 1 January 2011)	2/2*
* Only two Committee meetings were held subsequent to Mr. Ho Chi Kit'sappointment.

Apart from Committee meetings, the Audit Committee would also deal with matters by way of circulation. In 2010, the Audit Committee performed the work as summarised below:

1. considered and approved the terms of engagement and fees proposed by the external auditor regarding the final audit of the Group for the year ended 31 December 2009 and the interim review for the six months ended 30 June 2010;
2. reviewed the client service plan of the external auditor for the year ended 31 December 2009;
3. reviewed the reports from the external auditor, management representation letters and management's responses in relation to the final audit of the Group for the year ended 31 December 2009 and for the interim review for the six months ended 30 June 2010;
4. reviewed the financial reports for the year ended 31 December 2009 and for the six months ended 30 June 2010 and recommended the same for the Board's approval; reviewed the internal control system of the Group on the basis of reports made by external consultants on certain business divisions of the Group and the risk assessment review performed by the Risk Management Committee for the year ended 31 December 2009;
5. reviewed the audit planning memorandum for the year ended 31 December 2010 submitted by the Internal Audit Department; and
6. reviewed the lists of audit reports issued by the Internal Audit Department and discussed the risk and internal control issues of the Group.

Executive Committee
The Executive Committee has been established since November 1983 and currently consists of three Executive Directors, being Messrs. Lee Seng Huang (Chairman of the Committee), Joseph Tong Tang and Peter Anthony Curry. The Executive Committee is vested with all the general powers of management and control of the activities of the Group, save for those matters which are reserved for the Board's decision and approval pursuant to the written Terms of Reference of the Executive Committee.

The Executive Committee is mainly responsible for undertaking and supervising the day-to-day management of the Company, and is empowered, subject to the general policies adopted by the Board:

1. to formulate and implement policies for the business activities, internal control and administration of the Group; and
2. to plan and decide on strategies to be adopted for the business activities of the Group.

Risk Management Committee
The Risk Management Committee ("RMC" or the "Committee") was established in January 2007, and currently consists of three Executive Directors, being Messrs. Lee Seng Huang (Chairman of the Committee), Joseph Tong Tang (Alternate Chairman of the Committee) and Peter Anthony Curry, one Non-Executive Director being Mr. Roy Kuan (with Ho Chi Kit as his alternate) and four other members from the Company's management.

The major roles and functions of the RMC are:

1. to analyse and define risks likely to be encountered by the Group in the various aspects of its operation;
2. to ensure through appropriate mechanisms including committee(s) and divisional/department heads, where applicable, the review, assessment, recording and monitoring of the various risks which may be encountered by the Group and the effectiveness of the Group's system of internal controls, including without limiting the generality of same, financial, operational and compliance controls and risk management functions;
3. to act as a provider of assurance (in conjunction with the Group's Internal Audit and Compliance departments and the Group's external auditor) to the Board in its annual review of:
   1. the changes in the nature and extent of significant risks likely to be encountered by the Group since the last annual review, and the Group's ability to respond to such changes in its business activities and external environment;
   2. the scope and quality of management's ongoing monitoring of risks and system of internal controls; the adequacy of the extent, and frequency of the communication relating to results of monitoring to the Board such that both the Board and the Audit Committee are able to develop a cumulative assessment of the state of control undertaken across the Group and the effectiveness in which risk is being managed;
   3. any major incident that poses substantial risk and/or loss exposure to the Group, whether actual loss is incurred or not; in the event of likely or actual violations of the Code of Conduct or applicable laws, regulations, regulatory guidelines/codes; significant internal policy, operational or technological failures; and any other significant events that may expose the Group to substantial reputational risk;
   4. the effectiveness of the Group's processes relating to financial reporting and Listing Rules compliance; and
   5. all other relevant issues appropriate to risk identification and management and internal control issues.

The Terms of Reference of the RMC was adopted by the Board in January 2006 and several updates had been made on the same since then.

The RMC normally meets quarterly, unless as otherwise directed by the Chairman of the RMC. Throughout the financial year of 2010, a total of four meetings were held. The attendance of each member is set out as follows:

	Number of RMC meetings attended/held
Committee members:
Lee Seng Huang (Chairman)	3/4
Joseph Tong Tang (Alternate Chairman)	4/4
Thomas Bennington Hulme	2/4
Tony Leung King Yuen	4/4
Kevin Tai Yiu Kuen	3/4
Roy Kuan (appointed on 1 January 2011)	N/A
Ho Chi Kit (appointed on 13 July 2010 and re-designated as alternate to Roy Kuan on 1 January 2011)	1/4*
Peter Anthony Curry (appointed on 9 December 2010)	1/4*
Paul Leung Tung Yip (appointed on 9 December 2010)	1/4*
* Only one Committee meeting was held subsequent to the appointments of Messrs. Ho Chi Kit, Peter Anthony Curry and Paul Leung Tung Yip.

During the financial year of 2010, the RMC performed (or procured performance of ) the following:

1. Independent Internal Control Review by a major professional firm to enhance and improve selling practices controls;
2. The Compliance issues and requirements arising from setting up Sun Hung Kai Forex Limited, jointly controlled entity;
3. Setting up SRMS system for improving market risk monitoring and reporting;
4. Controlling and initiating the annual Responsibility Statement regarding Risk, Compliance and Internal Control Procedures for the Financial Year ended 31 December 2010; and
5. To review and regular update important risk mitigating measures and controlling parameters e.g. Business Continuity Plan, Risk Limits.

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To comply with the code provision A.5.4 of the CG Code, the Company has also adopted the Model Code, to regulate dealings in the securities of the Company by certain employees of the Company or any of its subsidiaries who are considered to be likely in possession of unpublished price sensitive information in relation to the Company or its securities.

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The reporting responsibilities of the Company's external auditor, Messrs. Deloitte Touche Tohmatsu ("Deloitte"), are set out in the Independent Auditor's Report on Annual Report 2010 pages 112 and 113.

External Auditor's Remuneration During the year and up to the date of this report, the remuneration paid to the Company's external auditor, Deloitte, is set out as follows:

	Fees paid HK$ million
Services rendered for the Group
Audit services	6.8
Non-audit services (taxation and other professional services)	2.8
Total	9.6

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Systems and procedures are in place to identify, measure, manage and control the risks arising from different business and functional activities. Risk control limits are established and approved as per the appropriate authorisation hierarchy. A more detailed discussion of the policies and procedures for management of each of the major types of risk the Group is exposed to are included in Note 56 to the consolidated financial statements (financial risks including market risk, credit risk, liquidity risk, equity risk, interest rate risk and foreign exchange risk) and under the "Management of Risks" section contained in the Management Discussion and Analysis.

The Group's three independent control functions, namely Internal Audit, Compliance and Risk Control in conjunction with the RMC, each play an important role in providing assurance to the Board and management that a sound internal control system is being adopted, implemented and maintained, relevant regulatory requirements have been properly complied with, and proper risk management policies and procedures are in place, respectively.

Internal Audit provides an independent and objective assurance and internal consultancy services to improve the Group's operations, and assist the Group in accomplishing its objectives by bringing a systematic and disciplined approach to evaluate and improve the effectiveness of the Group's process on risk management, control and governance. It performs periodical reviews, in accordance with its risk-based annual audit plan, of the internal control systems of the Group to ensure adequacy and the controls are in place and well satisfied. These checks supplement the various internal control measures adopted by management and the various divisions within the Group. Reports published by Internal Audit are issued to the Chairman, the Audit Committee and other relevant senior management, managers, and are discussed at the Audit Committee meetings.

Compliance assists management to fulfill its responsibilities which include maintaining effective and appropriate policies, guidelines, procedures and related guidelines. It also carries out ad-hoc and/or regular reviews and monitors the Group's regulated activities to ensure that the applicable rules and regulations set out by the regulators as well as internal policies and procedures of the Group are complied with. Compliance is an independent function reporting to the Group Chief Financial Officer. The Head of Compliance also acts as the Group's designated Complaint Officer and Anti- Money Laundering Officer.

Risk Control is an independent function co-ordinated by the CFO of SHK Securities reporting directly to the Group Chief Financial Officer, to whom it provides an independent assessment of different risk exposures relevant to the Group. Its functions include formulation and review of risk management policies and procedures for the Group. It provides input on divisional policies in respect of relevant risk management framework, such as the setting and types of limits. Reviews are conducted with relevant parties across the Group on new products, processes, services and systems, to ensure that policies and procedures are maintained in a timely fashion and are constantly updated in accordance with risk-related changes in the operating environment.

Each year, the Group conducts a self-assessment of the effectiveness of its internal control systems covering all major areas such as front-office, compliance, finance and operations. This self-assessment is conducted with the purpose of assessing and documenting key risks, while specifying required control framework improvements accordingly. Senior management provides guidelines for various divisions within the Group, including its principal subsidiary, UAF, to identify and evaluate risks. The assessment is performed by the operating divisions and co-ordinated by the CFO of SHK Securities. The results and findings are reported to the Audit Committee and the Board respectively.

In addition to this annual self-assessment, the Group engaged an external consultant in 2009 to perform an independent review of its existing control platform covering a significant part of the Group's operations. Additional measures were adopted to provide further insights on internal control mechanisms so as to strengthen and improve the overall corporate governance culture.

The Board, through the Audit Committee, has reviewed the adequacy of resources, qualifications and experience of staff of the Company's accounting and financial reporting functions, along with their training programmes and budget. The RMC, the Audit Committee and the Board have reviewed the effectiveness of the internal control systems of the Group and fulfilled the requirement of the CG Code regarding internal control systems in general.

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The Company's AGM is a valuable forum for the Board to communicate directly with the shareholders. The Chairman actively participates in the AGM and chairs the meeting to answer any questions from the shareholders. The Chairmen of the Audit Committee and Remuneration Committee, or in their absence, other members of the respective committees, are also available to answer questions at the AGM. The chairman of any independent board committee formed as necessary or pursuant to the Listing Rules (or if no such chairman is appointed, at least a member of the independent board committee) will also be available to answer questions at any general meeting of the shareholders to approve a connected transaction or any other transaction that is subject to independent shareholders' approval.

Separate resolutions are proposed at the general meetings for each substantial issue, including the re-election of retiring Directors.

Notice of meetings to shareholders is to be sent in the case of AGM at least 20 clear business days before the meeting and to be sent at least 10 clear business days in case of all other general meetings. An explanation of the detailed procedures of conducting a poll is provided to the shareholders at the commencement of the meeting. The Chairman answers questions from shareholders regarding voting by way of a poll. The poll results of the resolutions are thereafter published in the manner prescribed under the requirements of the Listing Rules.

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