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 three Executive Directors, two Non-Executive Directors and three Independent Non-Executive Directors.

Executive Directors: Mr. Lee Yuen Hong, Mr. Lee Kun Lun Kenji, Ms. Lee Yi Fang

Non-Executive Directors: Mr. Cheng Chung Fan, Mr. Wong Chi Kin

Independent Non-Executive Directors: Mr. Goh Choo Hwee, Mr. Tang Man Tsz, Mr. Yim Kwok Man

Audit Committee

The Audit Committee was established on 5 November 2012 with specific written terms of reference in compliance with Rule 3.22 of the Listing Rules and Code Provision C.3 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The written terms of reference were revised on 31 March 2017 in compliance with the requirements under the CG Code. The primary duties of the Audit Committee are to make recommendations to the Board on the appointment and removal of the external auditor, review the financial statements and advise on material aspects in respect of financial reporting and oversee the internal control procedures of the Company. The existing members of the Audit Committee comprise Mr. Yim Kwok Man, Mr. Goh Choo Hwee and Mr. Wong Chi Kin, of which Mr. Yim Kwok Man and Mr. Goh Choo Hwee are independent non-executive Directors, and Mr. Wong Chi Kin is a non-executive Director. Mr. Yim Kwok Man is the chairman of the Audit Committee.

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. Tang Man Tsz, 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. Tang Man Tsz, with Mr. Lee Yuen Hong 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 Room 1606-1608, 16/F, Riley House, 88 Lei Muk Road, Kwai Chung, New Territories, 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 Units 1-6, 2/F, Delta House, No. 3 On Yiu Street, Shatin, New Territories, Hong Kong.