Corporate Governance

The Company is determined to adopt corporate governance best practices, in a bid to increase the transparency and accountability to shareholders and investors.

Board of Directors

Our Board consists of eight Directors, including four Executive Directors, one Non-Executive Directors and three Independent Non-Executive Directors.

Executive Directors: Mr. Lee Yuen Hong, Mr. Ho Ting Chi, Mr. Cheung Yu To, Mr. Cheung Yue Pui

Non-Executive Directors: Mr. Cheung Wai Keung

Independent Non-Executive Directors: Mr. Goh Choo Hwee, Mr. Wong Chi Kin, Mr. Yim Kwok Man

Audit Committee

We have set up an audit committee with terms of reference in compliance with Rule 3.21 of the Listing Rules and Rule C.3 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules on November 5, 2012. The audit committee comprises three Independent Non-Executive Directors, including Mr. Yim Kwok Man, Mr. Wong Chi Kin and Mr. Goh Choo Hwee. Mr. Yim Kwok Man is the Chairman of the committee who possesses appropriate professional qualifications as required in Rule 3.10(2) of the Listing Rules.

The audit committee serves to assist our Board to provide an independent view regarding our financial reporting process, internal control and risk management system, monitor the audit process and perform other duties as assigned by our Board.

Remuneration Committee

We have set up a remuneration committee with terms of reference in compliance with Rule 3.25 of the Listing Rules and Rule B.1 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules on November 5, 2012. The remuneration committee comprises one Executive Director and two Independent Non-Executive Directors, including Executive Director Mr. Lee Yuen Hong, Independent Non-Executive Directors Mr. Goh Choo Hwee and Mr. Wong Chi Kin, with Mr. Goh Choo Hwee as the Chairman of the committee.

The remuneration committee serves to develop remuneration policies of our Directors, assess the performance, provide recommendations on the remuneration package of our Directors and senior management, evaluate and make recommendations regarding employee benefit arrangements.

Nomination Committee

We have set up a nomination committee with terms of reference in compliance with Rule A.5 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules on November 5, 2012. The nomination committee comprises one Executive Director and two Independent Non-Executive Directors, including Executive Director Mr. Lee Yuen Hong, Independent Non-Executive Directors Mr. Goh Choo Hwee and Mr. Wong Chi Kin, with Mr. Wong Chi Kin as the Chairman of the committee.

The nomination committee serves to provide recommendations to our Board concerning the appointment and removal of Directors.

Procedures for Shareholder to Recommend A Person For Election As A Director of the Company (A "Director")

Tsui Wah Holdings Limited (the "Company") adopts a formal, transparent and carefully designed procedure for shareholders to recommend a person for election as a Director. The following procedures are subject to the Company's Memorandum and Articles of Association, the Cayman Islands Companies Law, Cap. 22 (Law 3 of 1961 of the Cayman Islands) and applicable legislation and regulation:

  • If a shareholder, who is duly qualified to attend and vote at the general meeting convened to deal with the appointment or election of Director(s), wishes to recommend a person for election as a Director at that meeting, he/she shall have to lodge a written notice at the Company's registered office at 3/F Tsui Wah Group Centre, 50 Lai Yip Street, Ngau Tau Kok, Kowloon, Hong Kong, for the attention of the Company Secretary of the Company.
  • To allow the Company to inform all shareholders regarding that proposal, the written notice must state (i) his/her intention to recommend such person for election as a Director, and (ii) the biographical details of such nominated candidate as required under Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules") for publication by the Company and be signed by the shareholder concerned and the person who has been recommended demonstrating his/her willingness to be elected.
  • The period for lodgement of the above notice shall be a 7-day period commencing on the day after the despatch of the notice of the general meeting appointed for such election of Director(s) and ending on the date falling 7 days after the despatch of the said notice of the general meeting.
  • Upon receipt of the above notice from a shareholder which is received after publication of the notice of general meeting, the Company shall, prior to the general meeting, publish an announcement or issue a supplementary circular disclosing the particulars of the recommended Director pursuant to Rule 13.51(2) of the Listing Rules.

Shareholders who have enquiries in relation to the above mentioned procedures may write to the Company Secretary at 3/F Tsui Wah Group Centre, 50 Lai Yip Street, Ngau Tau Kok, Kowloon, Hong Kong.